Note 13 - Business Combinations

3 Months Ended

Sep. 30, 2022

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE 13. BUSINESS COMBINATIONS

On August 17, 2021, our wholly-owned subsidiary Marygold UK entered into a Stock Purchase Agreement (“SPA”) to acquire all the issued and outstanding shares of Tiger Financial and Asset Management Limited (“Tiger”), a company incorporated and registered in England and Wales and located in Northampton, England. Tiger is an asset manager and investment advisor operating pursuant to certification by the Financial Conduct Authority of the United Kingdom with approximately £42 million in assets under management as of June 20, 2022. The transaction closed on June 20, 2022 with an agreed purchase price of £2,382,372 (translated to US$2,913,164 as of the closing date June 20, 2022), subject to adjustment as provided for in the SPA. As of June 20, 2022 approximately £1,018,935 (translated to US$1,245,954 as of the closing date June 20, 2022) remained payable, £18,935 (translated to US$23,154 as of the closing date June 20, 2022) was paid during the quarter ended September 30, 2022, with subsequent equal payments of £500,000 due on December 31, 2022 and December 31, 2023, subject to downward adjustment per the terms of the SPA for an amount up to £500,000 should existing clientele close their accounts prior to December 31, 2023. There is no provision for any upward adjustments. As a result, management was able to complete its preliminary purchase price allocation as follows, under the assumption no downward adjustment will take place on December 31, 2023. Included in the allocation are estimated income tax liabilities of approximately US$86,277 pertaining to the operations prior to acquisition, and US$113,833 of deferred income tax liabilities associated with the value of the acquired intangible assets. The amounts have been translated to US currency as of the acquisition date. Tiger will be operated as a subsidiary of Marygold UK and is expected to be initially cash flow neutral. In addition to growing the business through increasing assets under management, Marygold UK intends to project the fintech mobile app services to be offered by Marygold in the U.S. into the U.K. through the established contacts and certifications held by Tiger. 

Item	Amount
Cash in bank	$	1,159,020
Prepayments/deposits		17,962
Plant, property and equipment		2,922
Intangible assets		684,768
Goodwill		1,263,729
Tax liability		(86,277	)
Deferred tax liability		(113,833	)
Accounts payable and accrued expenses		(15,127	)
Total Purchase Price	$	2,913,164

Supplemental Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma information for the three months ended September 30, 2021, assumes the acquisition of Tiger had occurred as of July 1, 2021, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had Tiger been operated as part of the Company since July 1, 2021. Furthermore, the pro forma results do not intend to predict the future results of operations of the Company.

	Three Months Ended September 30, 2021			Three Months Ended September 30, 2021
	Actual			Pro Forma
Net revenues	$	9,730,747		$	9,896,695
Net (loss)	$	(1,880,993	)	$	(1,831,889	)
Basic earnings per share	$	(0.05	)	$	(0.05	)