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Item 9A. Controls and Procedures

2024-09-18 compared with 2023-09-25 · 145 added, 499 removed, 20 unchanged (97% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as required by Exchange Act Rule 13a-15, as of the end of the period covered by this report.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2023 (the end of the period covered by this annual report) and provided reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms.

Further, the Company’s management, including the Company's Chief Executive Officer and Chief Financial Officer, concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. 

Internal Control Over Financial Reporting

Management ’

s report on internal control over financial reporting .

Our management recognizes its responsibility for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Currently, the primary responsibility of the registrant is providing oversight control over its subsidiary operations which, in turn, are managed by their respective boards of directors who are appointed by the registrant for each of the subsidiaries.

All debit and credit transactions with the company’s bank accounts, including those of the subsidiary companies, are reviewed by the officers as well as all communications with the company’s creditors.

The directors of the subsidiary companies, which include representatives of the Company, meet frequently –

as often as weekly –

to discuss and review the financial status of the company and all developments.

of Disclosure Controls and Procedures

Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the

Company’s Chief Executive Officer and Chief Accounting Officer, of the effectiveness of the design and operation of the

Company’s disclosure controls and procedures, as required by Securities Exchange Act Rule 13a-15, as of the end of the period

covered by this report.

Based upon that evaluation, the Chief Executive Officer and Chief Accounting Officer concluded that the

Company’s disclosure controls and procedures were effective as of June 30, 2024 (the end of the period covered by this annual

report) and provided reasonable assurances that the information the Company is required to disclose in the reports it files or

submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by

the Commission’s rules and forms.

Further, the Company’s management, including the Company’s Chief Executive

Officer and Chief Accounting Officer, concluded that its disclosure controls and procedures are also effective to ensure that

information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated

to its management, including its chief executive officer and chief accounting officer, to allow timely decisions regarding required

Control Over Financial Reporting

Management ’ s

report on internal control over financial reporting .

Our management recognizes its responsibility for establishing and maintaining

adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Currently, the primary responsibility of the registrant is providing oversight control over its subsidiary operations which, in turn,

are managed by their respective boards of directors who are appointed by the registrant for each of the subsidiaries.

All debit and credit

transactions with the company’s bank accounts, including those of the subsidiary companies, are reviewed by the officers as well

as all communications with the company’s creditors.

The directors of the subsidiary companies, which include representatives of

the Company, meet frequently – as often as weekly – to discuss and review the financial status of the company and all developments.

All filings of reports with the Commission are reviewed before filing by all directors.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").  Our internal control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting at the end of its most recent fiscal year, June 30, 2023.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework .

Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2023.

Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control and Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2023 which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief

accounting officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

control over financial reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and disposition of the assets of the Company;

(ii) provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and

expenditures of the Company are being made only in accordance with authorization of management and directors of the Company;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s

assets that could have a material effect on the financial statements.

assessed the effectiveness of the Company’s internal control over financial reporting at the end of its most recent fiscal year,

June 30, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the

Treadway Commission in the 2013 Internal Control-Integrated Framework .

Based on its evaluation, management has concluded that

the Company’s internal control over financial reporting was effective as of June 30, 2024.

to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our Company’s registered

public accounting firm regarding internal control over financial reporting.

in Internal Control and Financial Reporting

have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2024 which were

identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the

Securities Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

OTHER INFORMATION

On September 24, 2022, Kelly J.

Anderson, age 54, who served as a director of the Company since 2019, submitted her resignation from the Company's Board of Directors and audit committee, effective immediately. 

Anderson's resignation was not due to any disagreement with the Company, and the Company is grateful to Ms.

Anderson for her many years of service on its Board and wishes her the best in her future endeavors.

Trading Plans of Directors and Executive Officers

the fiscal quarter ended June 30, 2024, none of the Company’s directors or officers, as defined in Section 16 of the Securities

Exchange Act of 1934, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities

that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement”

as defined under Item 408(a) of Regulation S-K.

DISCLOSURE REGARDING JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names, and terms of office of each of our directors, executive officers and significant employees at June 30, 2023, and a description of the business experience of each.

Chief Executive Officer / Chairman and Director

Chief Operations Officer / Secretary and Director

Chief Financial Officer and Director

Chief Legal and Continuity Officer

Scott Schoenberger

James Alexander**

Matt Gonzalez

Joya Delgado Harris

Derek Mullins

* On September 24, 2022, Kelly J.

Anderson resigned from the Company's Board of Directors and audit committee effectively immediately.

** On April 17, 2023 the Company accepted the resignation of Kathryn D.

Rooney and appointed Stuart P.

Crumbaugh and James Alexander to fill vacancies on the Board for the remainder of the term.

Gerber is a controlling shareholder of the Company and has served as chief executive officer, president, and chairman of the Board of Directors since January 2015.

Since March 2004, Mr. Gerber has served as the president and chair of the Board of Directors of USCF Investments.

USCF Investments became a subsidiary of the Company in January 2015.

USCF Investments is the parent and sole member of United States Commodity Funds, LLC (“USCF”), an indirect subsidiary of the Company, and USCF Advisers, LLC, (“USCF Advisers”) an affiliate of USCF.

Mr. Gerber co-founded USCF in 2005.

Gerber also founded USCF Advisers, an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm.

From May 2015 to April 2023, Mr.

Gerber served as vice president of USCF and as its president and chief executive officer from June 2005 through May 15, 2015.

Gerber served as a USCF management director from June 2005 to April 2023, and chairman of the Board of Directors from June 2005 through October 2019.

Mr. Gerber has served USCF Advisers as chair on the Board of Managers since June 2013 to present, as president from June 2013 through June 18, 2015, and vice president from June 18, 2015, to present.

Gerber has also served as chair of the Board of Trustees of (1) USCF ETF Trust since 2014 and (2) USCF Mutual Funds Trust since October 2016. 

In addition, Mr. Gerber served as the president and chief executive officer of USCF ETF Trust from June 2014 until December 2015.

Since December 2005, Mr. Gerber has been registered as a principal of USCF with the CFTC and NFA since November 2005 and in 2017, he was registered as a principal, associated person, and swap associated person of USCF Advisers.

More recently, Mr.

Gerber founded Marygold & Co.

in November 2019 and Marygold & Co.

(UK), Limited (“Marygold & Co.

(UK)”) in London, England in August 2021, both subsidiaries of the Company.

He has served as chief executive officer and chief compliance officer of Marygold & Co.

since November 2019 and February 2023, respectively, and chairman of its Board of Directors since its inception.

Gerber has served as chairman of the Board of Marygold & Co.

(UK) since its formation.

Mr. Gerber earned a Master of Business Administration degree in finance from the University of San Francisco, a Bachelor of Arts degree from Skidmore College and holds an NFA Series 3 registration.

Neibert has served as secretary and director on the Board of Directors since June 2002.

Neibert previously served as chief executive officer of the Company from April 2007 through January 2015, then chief financial officer from February 2015 through October 2017, and from November 2017 to present, Mr.

Neibert has served as the chief operations officer.

Concurrently with his service and tenure at the Company, Mr.

Neibert has continuously served as president of Original Sprout since May 2015;

director and chief financial officer of Gourmet Foods Ltd.

since August 2015 and its subsidiary, Printstock Products Ltd., since June 2020;

Director for Brigadier Security Systems since June 2016, and Director of Marygold & Co., a subsidiary of The Marygold Companies since November 2019.

Since August 2021, Mr.

Neibert has served as secretary of Marygold & Co.

(UK) Limited in London, England, a subsidiary of the Company.

Gourmet Foods Ltd., Printstock Products Ltd., Brigadier Security Systems, Marygold & Co.

and Marygold & Co.

(UK) Limited and their respective wholly owned subsidiaries each are wholly owned subsidiaries of the Company.

As the Company’s chief operations officer, Mr.

Neibert is responsible for long range planning, growth and ensuring profitable operations of The Marygold Companies’

subsidiaries including, but not limited to, the selection and retention of their respective management teams, accounting practices and processes in accordance with U.S.

Neibert is also responsible for the primary due diligence efforts, contract negotiations, and on-boarding of new subsidiary acquisitions for The Marygold Companies.

Neibert attended the University of California Los Angeles from 1973-1978 with a focus on business management and developmental psychology. 

Crumbaugh has served as chief financial officer, treasurer and secretary to the Company since October 2017 and was recently appointed to the Company’s Board of Directors on April 17, 2023.

Crumbaugh serves as an officer and director on several Company subsidiary boards.

Since December 2016, Mr.

Crumbaugh has served as secretary, treasurer and director to USCF Investments, a subsidiary since 2016.

Mr. Crumbaugh joined USCF as assistant chief financial officer on April 6, 2015.

He was promoted to chief financial officer in May 2015.

He was recently appointed to the USCF Board of Directors effective April 17, 2023.

In June 2015, Mr. Crumbaugh was appointed as treasurer and secretary of USCF Advisers.

USCF Advisers manages a series of funds of USCF ETF Trust. 

USCF Advisers, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. 

Crumbaugh has served as a management trustee, chief financial officer and treasurer of (1) USCF ETF Trust since May 2015 and (2) USCF Mutual Funds Trust since October 2016.

Since July 2015, Mr.

Crumbaugh has been registered as a principal of USCF with the CFTC and NFA, and as of January 2017, he was registered as a principal of USCF Advisers.

More recently, Mr.

Crumbaugh was appointed as treasurer and director on the Board of Directors of Marygold & Co., and Marygold & Co.

(UK), both subsidiaries of the Company since November 2019 and August 2021, respectively.

Prior to joining USCF, Mr. Crumbaugh was the vice president finance and chief financial officer of Sikka Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014 to April 6, 2015.

Mr. Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A consulting services to various early-stage companies with the Connor Group, a technical accounting consulting firm, for the periods of January 2014 through March 2014;

October 2012 through November 2012;

and January 2011 through February 2011.

Mr. Crumbaugh earned a Bachelor of Arts degree in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant –

Michigan (Inactive).

Yu has served as the chief legal officer and chief continuity officer of the Company since April 2022.

The Company is parent to USCF Investments, Inc.

(“USCF Investments”).

Yu previously served as chief compliance officer USCF from August 2011 through March 2022 and general counsel from May 2015 through April 2018.

Concurrently with her service to USCF, Ms.

Yu served as chief compliance officer to USCF Advisers from May 2015 through March 2022 and as chief legal officer from May 2015 through April 2018. 

USCF and USCF Advisers are commodity pool operators registered with the CFTC and NFA. 

Yu earned a Bachelor of Science degree in Business Administration from San Francisco State University in 1986 and a Juris Doctor degree from Golden Gate University School of Law in 1993.

Scott Schoenberger:

Schoenberger is a controlling shareholder and has served on the Board of Directors since January 2015.

Schoenberger is the owner and Chief Executive Officer of KAS Engineering, a second-generation plastic injection molding firm based in multiple southern CA locations.

He also is the owner and Chief Executive Officer of Nica Products, another manufacturing company based in Orange County, CA.

Schoenberger has over 30 years of business experience in manufacturing and technology.

He has been involved with several startups as a consultant and/or angel level investor in such industries as medical, technology, consumer products, electronics, automotive, and securities industries.

A California native, he has a Bachelor of Science degree in Environmental Studies from the University of California, Santa Barbara.

James Alexander:

James Alexander was recently appointed as a Director on the Board of Directors in 2023.

Alexander has held executive and senior sales roles within the Capital Markets Division of Money Center and Regional Banks for the last 30 years.

He served as Senior Director at Key Banc Capital Markets from 2015-2023 and was responsible for growing the firm’s corporate bond credit business as well as expanding its entry into the Structure Product (MBS) Trading sector with new tier one client relationships.

Prior to joining Key Banc, James was a Director in the Capital Markets Division at Wells Fargo Securities and a Principal in the Capital Markets Division at Bank of America Securities.

James is a respected leader with deep industry knowledge that has enabled him to evaluate and act upon market opportunities and navigate changing economic cycles.

James is also a cultural innovator and community leader as he was a co-founder of All Jokes Aside Comedy Club in Chicago which became one of the most influential entertainment destinations in the country devoted to comedians of color.

He also dedicates his time to improving the lives of young people through education by serving on the Board of Directors of The Edward G.

Irvin Foundation, where he has served as Chairman of the Scholarship Committee for the last twelve years.

James graduated with a Bachelor of Arts degree in Marketing from Morehouse College and earned a Master of Business Administration degree in Finance from Northwestern University, Kellogg School of Managemen

Matt Gonzalez:

Gonzalez has served as a Director on the Board of Directors since 2013. 

He is an accomplished trial attorney with experience handling both civil and criminal matters in both state and federal courts.

Since early 2011 he has served as the Chief Attorney of the San Francisco Public Defender’s Office where he oversees an office of over 100 trial lawyers.

He previously served as an elected member of the San Francisco Board of Supervisors from 2001-2005 and served as the president of the body from 2003-2005.

Gonzalez is a partner at Gonzalez & Kim, a California partnership with multiple business holdings in the transportation sector.

He is a co-owner of Flywheel Taxi (formerly DeSoto Taxi) in San Francisco.

He joined The Marygold Companies as an investor in 2010 before becoming its’

Director in 2013.

Gonzalez earned his Bachelor of Arts degree from Columbia University and his Juris Doctor from Stanford Law School.

Grogan has served as Director of Concierge since 2017. 

Grogan serves as the Chief Financial Officer for Webinar.net.

Previously, Ms.

Grogan served as the Chief Financial Officer for IFTTT Inc, an integration software company focused on iOT and app connectivity.

She has led finance for the Association for California School Administrators as well as YouCaring, a fundraising platform for personal and charitable causes, sold to GoFundMe.

Prior to joining YouCaring, Ms.

Grogan led finance and operations at the University of San Francisco, School of Management, from 2012 until 2016.

Grogan has over 20 years of experience in management and finance, including positions at ON24, Inc., Mooreland Partners, Cadbury Schweppes, Asbury Automotive Group, Banc of America Securities, PricewaterhouseCoopers, and American International Group.

Grogan earned her Bachelor of Arts from Columbia University and a Master of Business Administration in finance from the New York University Leonard N.

Stern School of Business. 

Joya Delgado Harris:

 Ms. Harris has served as Director on the Board of Directors since 2017.  She currently serves as the Executive Director, Gold Standard with the CEO Roundtable on Cancer, driving the mission of their Gold Standard program, inclusive of the Health Equity and Going4Gold initiative.

Harris was previously the Director of Research Integration for the American Cancer Society.

In that role she provided oversight and management of the integration of products and outcomes stemming from the Office of Cancer Research and Implementation into enterprise-wide mission objectives.

Before joining the American Cancer Society, Ms.

Harris worked for Y-Me National Breast Cancer Organization from 2008-2011.

She has extensive experience in nonprofit management, previously serving as the Executive Director for the Association of Village PRIDE and as the Director of Product Development for the Metropolitan Atlanta Chapter of the American Red Cross.

Her background and demonstrated accomplishments in key leadership functions include program development, implementation, and evaluation;

curriculum design, grant writing, resource development, community outreach, and developing business partnerships. 

Harris also serves as a Consumer Peer Reviewer for the Congressionally Directed Medical Research Programs (CDMRP), administered by the Department of Defense, sitting alongside scientists to review and evaluate innovative breast cancer research grant proposals.

Additionally, she is an advocate reviewer for the Cancer Prevention and Research Institute of Texas (CPRIT).

Harris earned a Bachelor of Arts degree from Wellesley College and received a Master of Public Health degree with a concentration in public health policy and management from the Rollins School of Public Health of Emory University.

Derek Mullins:

Mullins has served as Director of since 2017 the Company and currently serves as Co-Founder and Managing Partner of PINE Advisor Solutions.

Previously he was the Director of Operations at ArrowMark Colorado Holdings LLC\.

Mullins also served as Director of Operations at Black Creek Capital and Dividend Capital from 2004 to 2009 and as Manager of Fund Administration at ALPS Fund Services from 1996 to 2004.

Mullins brings over 25 years of operations, accounting, finance and compliance experience to the Board.

Mullins earned a Bachelor of Science degree in finance from the University of Colorado, Boulder and a Master of Science degree in finance from the University of Colorado, Denver.

Executive Employment and Other Agreements

Stuart Crumbaugh –

On April 18, 2022, the Company and Mr.

Crumbaugh entered into an Employment Agreement providing for Mr.

Crumbaugh’s continued employment as the Company’s Chief Financial Officer, effective as of April 1, 2022.

Pursuant to the Employment Agreement, Mr.

Crumbaugh shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee.

Crumbaugh is entitled to other benefits as more fully detailed in his Employment Agreement.

In the event that Mr.

Crumbaugh’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Mr.

Crumbaugh severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date.

No severance compensation will be paid to Mr.

Crumbaugh if he resigns or is involuntarily terminated for gross misconduct.

David Neibert –

On April 18, 2022, the Company and Mr.

Neibert entered into an Employment Agreement providing for Mr.

Neibert’s continued employment as the Company’s Chief Operating Officer, effective as of April 1, 2022.

Pursuant to the Employment Agreement, Mr.

Neibert shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee.

Neibert is entitled to other benefits as more fully detailed in his Employment Agreement.

In the event that Mr.

Neibert’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Mr.

Neibert severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date.

No severance compensation will be paid to Mr.

Neibert if he resigns or is involuntarily terminated for gross misconduct.

Carolyn Yu –

On April 18, 2022, the Company and Ms.

Yu entered into an employment agreement providing for Ms.

Yu’s employment as the Company’s Chief Legal Officer and Chief Continuity Officer, effective as of April 1, 2022.

Yu has previously held the position of Chief Compliance Officer for the Company’s wholly-owned subsidiary, Wainwright Holdings, Inc.

and its wholly-owned subsidiary, United States Commodity Funds LLC (“USCF”).

Pursuant to the Employment Agreement, Ms.

Yu shall receive a base salary of $425,000 per annum and shall be entitled to receive bonuses, including awards and grants, pursuant to the Company’s 2021 Equity Incentive Plan which is administered by the Compensation Committee.

Yu is entitled to other benefits as more fully detailed in her Employment Agreement.

In the event that Ms.

Yu’s employment with the Company is involuntarily terminated for any reason other than gross misconduct, the Company will pay Ms.

Yu severance compensation equivalent to 6 months' salary payable over the course of the 6 months following the termination date.

No severance compensation will be paid to Ms.

Yu if she resigns or is involuntarily terminated for gross misconduct.

John Love - One Time Transaction Bonus Agreement

The Company and Mr.

Love entered into a One Time Transaction Bonus Agreement providing for certain bonus payments to be made to Mr.

Love under certain circumstances.

Pursuant to the Bonus Agreement, Mr.

Love shall be entitled to a bonus payment equal to five percent (5%) of the net proceeds received by the Company, USCF, or USCF Advisers, LLC upon an “Eligible Event”, as defined in the Bonus Agreement.

In no event shall the value of such payment, whether in cash or stock, to Mr.

Love exceed five million dollars ($5,000,000) and further any such payment shall be paid in the same form as payable to the equity holders of the Company, USCF or USCF Advisers and may consist of cash, securities or a combination thereof.

Controlled Company Status

We are a “controlled company”

as defined in section 801(a) of the NYSE American Company Guide, and as such, we are exempt from certain NYSE American rules requiring our Board of Directors to have a majority of independent members, a compensation committee composed entirely of independent directors and a nominating committee composed entirely of independent directors.

The Company may elect in the future to use certain of the controlled company exemptions and the Company may continue to use all or some of these exemptions in the future for so long as the Company is a controlled company.

Although we may rely on NYSE American’s controlled company exemptions in the future, we currently have an independent board, nomination and governance committee and compensation committee.

Conflicts of Interest .

Our officers and directors who are not employees of our operating subsidiaries will not devote more than a portion of their time to our affairs.

There will be occasions when the time requirements of The Marygold Companies’

business conflict with the demands of their other business and investment activities.

Such conflicts may require that we attempt to employ additional personnel.

There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the company.

Our officers and directors may be directors or principal shareholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions.

In addition, our officers and directors may in the future participate in business ventures, which could be deemed to compete directly with The Marygold Companies.

Additional conflicts of interest and non-arm's length transactions may also arise in the future in the event our officers or directors are involved in the management of any firm with which we transact business.

In addition, if The Marygold Companies and other companies with which our officers and directors are affiliated both desire to take advantage of a potential business opportunity, then our board of directors has agreed that said opportunity should be available to each such company in the order in which such companies registered or became current in the filing of annual reports under the '34 Act.

Our officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction.

It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by our officers and directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction.

The fact that a substantial premium may be paid to our officers and directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to us and our other shareholders.

Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of The Marygold Companies and The Marygold Companies’

other shareholders, rather than their own personal pecuniary benefit.

No executive officer, director, person nominated to become a director, promoter or control person of The Marygold Companies has been involved in legal proceedings during the last five years such as

Criminal proceedings (excluding traffic violations and other minor offenses), or

Proceedings permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities.

Nor has any such person been found by a court of competent jurisdiction in a civil action, or the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

None of the directors holds any directorships in any company with a class of securities registered under the Exchange Act or subject to the reporting requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940 other than the following:

Nicholas Gerber, our CEO and member of our Board of Directors, is a director of United Sates Commodity Funds LLC which is the commodity pool operator and general partner or sponsor of 11 commodity based exchange traded products that are registered under Section 12 of the Exchange Act, and is also a director of USCF ETF Trust, a registered investment company under the Investment Company Act of 1940, which currently has one exchange traded fund and is advised by USCF Advisers LLC, a registered investment adviser.

Involvement in certain legal proceedings .

During the past five years, none of the directors has been involved in any of the following events other than the items discussed in Item 3, Legal Proceedings:

A petition under the Federal bankruptcy law or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

Engaging in any type of business practice;

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Future Trading Commission has not been subsequently reversed, suspended or vacated.

Code of Ethics .

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code of Ethics was filed as an exhibit to our Form 10-K Annual Report for the year ended June 30, 2018 and is incorporated by reference herein. 

See, " ITEM 15 .

EXHIBITS, FINANCIAL STATEMENT SCHEDULES, Exhibit Number 14.1.

We undertake to provide to any person without charge, upon request, a copy of such code of ethics.

Such a request may be made by writing to the Company at its address at 120 Calle Iglesia, Unit B, San Clemente, CA 92672.

Corporate Governance .

Security holder recommendations of candidates for the board of directors .

Any shareholder may recommend candidates for the board of directors by writing to the president of our company the name or names of candidates, their home and business addresses and telephone numbers, their ages, and their business experience during at least the last five years.

The recommendation must be received by the company by March 9 of any year or, alternatively, at least 60 days before any announced shareholder annual meeting.

Audit Committee

The audit committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company along with the Company’s compliance with legal and regulatory requirements.

The Board also provides oversight of the Company’s independent registered public accounting firm’s qualifications and independence.

Members of the audit committee through November 2023 are, Derek Mullins, Chair, James Alexander and Erin Grogan.

Kelly Anderson, CPA (inactive) was a member of the audit committee up until her resignation from the Company on September 24, 2022.

Compensation Committee

The compensation committee was established to assist the Board in ensuring that a proper system of long and short-term compensation is in place to provide performance-oriented incentives to Company management and key personnel and that compensation plans and awards are appropriate and competitive which reflect the objectives and performance of the Company.

Current members of the compensation committee are Matt Gonzalez, Chair, Joya Harris and Scott Schoenberger.

Nominating and Corporate Governance Committee

The purpose of the nominating and corporate governance committee is to identify qualified individuals to become Board members, consistent with criteria approved by the Board. 

The nominating committee is also involved with developing and recommending to the Board a set of corporate governance guidelines applicable to the Company and overseeing the evaluation of the Board and management’s effectiveness while ensuring the independence of its non-management members.

Current members of the nominating and corporate governance committee are Joya Harris, Chair and Erin Grogan.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to our executive officers for the fiscal years ended June 30, 2023 and 2022.

Unless otherwise specified, the term of each executive officer is that as set forth under that section entitled, “Directors, Executive Officers, Promoters and Control Persons -- Term of Office”.

Name and Principal Position

Year Ended June 30,

Stock Awards ($)

OptionAwards ($)

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

Chief Operations Officer(1)

Chief Executive Officer

Crumbaugh (3)

Chief Financial Officer

Carolyn Yu (4)

Chief Legal Officer

Neibert's salary was increased to $425,000 per year in April 2022.

(2) USCF paid Mr.

Gerber a salary of $400,000.

Crumbaugh salary was increased to $425,000 in April 2022.

Yu became the CLO and her salary was increased to $425,000 in April 2022.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

There were no unexercised stock options, stock that has not vested, or equity incentive plan awards for any named officer outstanding at the end of the last fiscal year.

Compensation of Directors

The following compensation was paid to our directors for their services as directors for the fiscal year ended June 30, 2023.

Only our independent directors receive compensation.

Independent directors receive an annual retainer, paid quarterly, plus fees earned through committee participation, paid annually, plus reimbursement for approved Board meeting travel and related out-of-pocket expenses.

DIRECTOR COMPENSATION

Fees Earned or Paid in Cash ($)

Stock Awards 1 ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Scott Schoenberger

Crumbaugh ***

Matt Gonzalez

Derek Mullins

James Alexander ***

Joya Delgado Harris

(1)  

Stock awards consist of Restricted Stock Awards ("RSA") granted under the Company's Equity Plan.

On March 29, 2023 each independent director was awarded a grant of 2,924 shares with date of grant fair value of $1.71 per share vesting over a 4 year period.

 On September 24, 2022, Kelly J.

Anderson resigned from the Company's Board of Directors and audit committee.

 On April 17, 2023 Kathryn Rooney resigned from the Company's Board of Directors.

*** On April 17, 2023 James Alexander and Stuart Crumbaugh were appointed to the Company's Board of Directors.

Stock Options .

During the last two fiscal years, our officers and directors have received no Stock Options and no stock options are outstanding.

Equity Compensation Plans .

We have no equity compensation plans.

Clawback Policy

In accordance with the NYSE listing standards amendment, the Company has adopted a compensation recoupment policy that provides the Board discretion to recover incentive compensation paid to current and former executives in the event of an accounting restatement triggered by material noncompliance with financial reporting requirements under the securities laws.

The information required by this Item is incorporated by reference to our

2024 definitive proxy statement to be filed with the SEC within 120 days following our fiscal year ended June 30, 2024.

The information required by this Item is incorporated by reference to our

2024 definitive proxy statement to be filed with the SEC within 120 days following our fiscal year ended June 30, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of September 27, 2022, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of the Company’s common stock by (1) each director of the Company, (2) the named Executive Officers of the Company, (3) each person or group of persons known by the Company to be the beneficial owner of greater than 5% of the Company’s outstanding common stock, and (4) all directors and officers of the Company as a group:

Name and Address of Beneficial Owner

Percent of Class (5)

Gonzalez & Kim 120 Calle Iglesia, San Clemente CA 92672

Gerber 120 Calle Iglesia, San Clemente CA 92672

Neibert 120 Calle Iglesia, San Clemente CA 92672

Scott Schoenberger 120 Calle Iglesia, San Clemente CA 92672

Rooney 120 Calle Iglesia, San Clemente CA 92672 ***

Derek Mullins 120 Calle Iglesia, San Clemente CA 92672

Erin Grogan 120 Calle Iglesia, San Clemente CA 92672

Anderson 120 Calle Iglesia, San Clemente CA 92672 **

Joya Harris 120 Calle Iglesia, San Clemente CA 92672

James Alexander 120 Calle Iglesia, San Clemente, CA 92672 ***

Crumbaugh 120 Calle Iglesia, San Clemente CA 92672 ***

Carolyn Yu 120 Calle Iglesia, San Clemente CA 92672

Officers and Directors as a Group

Sheila Gerber

Gerber Family Trust

* Less than 1%

Anderson resigned from the Board on September 24, 2022.

*** Kathryn D.

Rooney resigned from the Board on April 17, 2023 and James Alexander and Stuart P.

Crumbaugh were appointed to the Board on that date.

Gonzalez is a member of the Board of the Company.

Gonzalez and Mr.

Hansu Kim are 50% partners and share voting and dispositive power in Gonzalez & Kim, a California general partnership, which holds 11,670 shares of Series B Preferred Stock (which after giving effect to their conversion would total 233,400 shares of Common Stock) constituting 0.58% of the outstanding shares of Common Stock which percentage is based on 40,370,659 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

Gerber is the President and Chief Executive Officer of the Company and Chairman of the Board.

Gerber’s shares are held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”) and Mr.

Gerber serve as trustees of the Gerber Trust, which owns a total 18,250,015 shares, representing 45.21% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

As such, the Gerber Trust and Mr.

Gerber share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.

Neibert is the Chief Operations Officer of the Company and a member of the Board.

Neibert owns an aggregate 44,448 shares.

Neibert’s total beneficial ownership constitutes 0.11% of the outstanding shares of Common Stock which percentage is based on 40,370,659 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

Schoenberger is a member of the Board of the Company.

Schoenberger’s shares are held by the Schoenberger Family Trust (the “Schoenberger Trust”) and Mr.

Schoenberger serves as sole trustee of the Schoenberger Trust, which holds 36,058 shares of Series B Preferred Stock and 3,976,833 shares of Common Stock, and total 4,697,993 shares, representing 11.64% of the outstanding shares of Common Stock which percentage is based on 40,370,659 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

As such, the Schoenberger Trust and Mr.

Schoenberger share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.

Rooney was a member of the Board of the Company through April 17, 2023.

Rooney directly owns an aggregate 2,000 shares which is less than 1% of the outstanding shares of Common Stock which percentage is based on 40,370,659 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).

Yu is the Chief Legal Officer of the Company.

Yu’s shares are held by her indirectly through her husband.

Yu and her husband share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares, which represent less than 1% of the outstanding shares of Common Stock which percentage is based on 40,370,659 outstanding shares (giving effect to the conversion of all Series B Preferred Stock).

The percentage of class is calculated pursuant to Rule 13d-3(d) of the Exchange Act which percentages are calculated on the basis of the amount of outstanding securities, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1).

The percentage of common stock outstanding is as of September 27, 2022, and based upon 39,383,459 shares of common outstanding and 49,360 shares of Series B Preferred Stock, giving effect to the conversion of all Series B Preferred Stock at a ratio of 20:1, for a total issued and outstanding amount of 40,370,659 shares.

Upon acquiring their shares of Voting Stock, Messrs.

Gerber and Schoenberger have voted all shares of Voting Stock concurringly on matters submitted to the Company’s stockholders.

Pursuant to a voting agreement, (the “Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all shares of Voting Stock owned by them to elect each of Messrs.

Gerber and Schoenberger to the Board along with other designees mutually agreed upon.

By virtue of the Voting Agreement, Messrs.

Gerber and Schoenberger will represent 22,948,008, or 56.84% of the Voting Stock when voting on director nominees.

The information required by this Item is incorporated by reference to our

2024 definitive proxy statement to be filed with the SEC within 120 days following our fiscal year ended June 30, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

For purposes of determining director independence, we have applied the definitions set out in Section 803 of the NYSE American Company Guide.

The NYSE American definition of “Independent Director”

means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Because the Company relies of the “controlled company”

exemption, the Company is not subject to certain NYSE American corporate governance requirements and provisions.

The Board has three standing committees;

compensation committee, nominating committee, and audit committee.

Related Party Transactions

During our last fiscal year, we did not enter into any transactions with related persons, promoters or certain control persons as covered by Item 404 of Regulation S-K.

However, in connection with that certain Securities Purchase Agreement with Nicholas Gerber and Scott Schoenberger, certain now current executive officers and directors may have formed a “group”

under Section 13(d)(3) of the Act which may result in related party transactions in the future.

These affiliations are disclosed herein.

On January 26, 2015, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with two accredited investors, Nicholas Gerber and Scott Schoenberger, (the “Purchasers”) pursuant to which we agreed to sell and the Purchasers agreed to purchase approximately 13,333,333 shares of common stock and approximately 108,172 shares of Series B preferred stock of the Company (adjusted for the effect of the 1:10 reverse stock split in December 2015 and the 1:30 reverse stock split in December 2017) in exchange for $3,000,000 USD.

Pursuant to the terms of the Securities Purchase Agreement, Purchasers acquired a controlling interest in the Company pursuant to the issuance of the above shares which constituted approximately 70.0% of the voting control of the Company.

Following the closing of the Securities Purchase Agreement, Mr.

Gerber and Schoenberger became officers and directors of the Company.

On April 8, 2016 and May 25, 2016, the Company entered into convertible promissory note agreements (the “Promissory Notes”) with the Gerber Irrevocable Family Trust, an affiliate of our shareholder and CEO, that resulted in the funding of $350,000 and with the Schoenberger Family Trust, an affiliate of our shareholder and director, that resulted in the funding of $250,000, respectively.

The Promissory Notes bear interest at four percent (4%) per annum and increases to nineteen percent (19%) in the event of default by the Company.

The Company and the noteholder negotiated the interest rate at arm’s length relying upon the available market rate for long-term deposits at financial institutions as well as the current rate of return realized by the noteholder for cash deposits currently held.

Larger deposits traditionally fall into a “Jumbo”

rate category with marginally higher returns.

Interest ranged from annual percentage rates of 0.01% at the lowest to 1.75% at the highest.

Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4% annual interest was agreed upon in light of the heightened default risk over traditional investment instruments.

There was no beneficial conversion feature identified as of the date of issuance of the Promissory Notes.

Both notes were repaid in full on their respective maturity dates, together with accrued interest totaling $84,000 and $60,000 to the Gerber Irrevocable Family Trust and the Schoenberger Family Trust, respectively.

In connection with the acquisition of USCF Investments on December 9, 2016 the Promissory Notes were subsequently amended to remove the conversion feature.

Additionally, as a result of the transaction completed on December 9, 2016, current shareholders of USCF Investments became shareholders of the Company.

Prior to the transaction, Mr.

Gerber, along with certain family members and certain other USCF Investments shareholders, owned the majority of the common stock in the Company as well as USCF Investments.

Following the closing of this transaction, he and those shareholders continue to own the majority of the Company voting shares.

Gerber and Mr.

Schoenberger (and the through the control of their respective trusts which hold stock in the Company) entered into a Voting Agreement reflective of a similar Voting Agreement in place for USCF Investments wherein they have agreed to vote in concert with regard to all matters that come before the shareholders or the board of directors for a vote.

This Voting Agreement establishes them as a control group.

Any future transactions by and among the parties mentioned above may qualify as related party transactions and will be disclosed accordingly.

We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of the Board of Directors and based upon a determination that these transactions are on terms no less favorable to us than those which could be obtained by unaffiliated third parties.

This policy could be terminated in the future.

In addition, interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which approves such a transaction.

information required by this Item is incorporated by reference to our 2024 definitive proxy statement to be filed with the SEC within

120 days following our fiscal year ended June 30, 2024.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:

Fiscal Year ended June 30, 2023

Fiscal Year ended June 30, 2022

Audit-Related Fees.

Our principal independent accountant, and those secondary accountants performing audit reviews of our subsidiaries on our behalf, billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:

Fiscal Year ended June 30, 2023

Fiscal Year ended June 30, 2022

Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:

Fiscal Year ended June 30, 2023

Fiscal Year ended June 30, 2022

All Other Fees .

Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:

Fiscal Year ended June 30, 2023

Fiscal Year ended June 30, 2022

Pre-Approval of Audit and Non-Audit Services.

The Audit Committee, and in our case the board of directors, require that it pre-approve all audit, review and attest services and non-audit services before such services are engaged.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Form 10-K:

The following exhibits are filed or incorporated by reference as part of this Form 10-K:

Amended Articles of Incorporation of Concierge Technologies, Inc.

(incorporated by reference to Exhibit A to the Definitive Proxy Materials on Schedule 14C filed on February 28, 2017)

Certificate of Designation (Series of Preferred Stock) (incorporated by reference to Exhibit 3.9 to the Company's Annual Report on Form 10-K filed on October 8, 2010).

Amendment to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 31, 2013 (incorporated by reference to Exhibit 3.3 of the Company ’

s Quarterly Report on Form 10-Q filed on November 15, 2021).

Amendment to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 5, 2015 (incorporated by reference to Exhibit 3.4 of the Company ’

s Quarterly Report on Form 10-Q filed on November 15, 2021).

Amended Bylaws of Concierge Technologies, Inc.

effective on March 20, 2017  

(incorporated by reference to Exhibit B of the Definitive Proxy Materials on Schedule 14C filed on February 28, 2017)

Certificate of Amendment, dated March 7, 2022(incorporated by reference to Exhibit 3.1 to the Company ’

s Current Report on Form 8-K filed on March 7, 2022).

Concierge Technologies, Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Appendix C of the Information Statement filed pursuant to Section 14C on September 13, 2021)

Employment Agreement between the Company and Stuart Crumbaugh  

(incorporated by reference to Exhibit 10.1 to the Company ’

s Current Report on Form 8-K filed with the SEC on April 19, 2022)

Employment Agreement between the Company and David Neibert  

(incorporated by reference to Exhibit 10.2 to the Company ’

s Current Report on Form 8-K filed with the SEC on April 19, 2022)

Employment Agreement between the Company and Carolyn Yu  

(incorporated by reference to Exhibit 10.3 to the Company ’

s Current Report on Form 8-K filed with the SEC on April 19, 2022)

One-Time Transaction Bonus Agreement by and between the Company, Wainwright Holdings, Inc., and John Love  

(incorporated by reference to Exhibit 10.4 to the Company ’

s Current Report on Form 8-K filed with the SEC on April 19, 2022)

Variation Agreement entered into on June 20, 2022 between Marygold UK and Keith Halford to complete the closing of the Share Purchase Agreement entered into on August 13, 2021.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

information required by this Item is incorporated by reference to our 2024 definitive proxy statement to be filed with the SEC within

120 days following our fiscal year ended June 30, 2024.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

following exhibits are filed or incorporated by reference into this Form 10-K:

Purchase Agreement between Kevin William Pratt and Elizabeth Mary Pratt and Marygold & Co.

(UK) Limited.

Articles of Incorporation of Concierge Technologies, Inc.

(incorporated by reference to Exhibit A to the Definitive Proxy Materials

on Schedule 14C filed on February 28, 2017)

of Designation (Series of Preferred Stock) (incorporated by reference to Exhibit 3.9 to the Company’s Annual Report on Form

10-K filed on October 8, 2010).

to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 31, 2013 (incorporated by reference

to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

to Certificate of Designation filed with the Secretary of State of the State of Nevada on January 5, 2015 (incorporated by reference

to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q filed on November 15, 2021).

Bylaws of Concierge Technologies, Inc.

effective on March 20, 2017 (incorporated by reference to Exhibit B of the Definitive Proxy

Materials on Schedule 14C filed on February 28, 2017)

of Amendment, dated March 7, 2022(incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed

on March 7, 2022).

Technologies, Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Appendix C of the Information Statement filed

pursuant to Section 14C on September 13, 2021)

Agreement between the Company and Stuart Crumbaugh (incorporated by reference to Exhibit 10.1 to the Company’s Current Report

on Form 8-K filed with the SEC on April 19, 2022)

Agreement between the Company and David Neibert (incorporated by reference to Exhibit 10.2 to the Company’s Current Report

on Form 8-K filed with the SEC on April 19, 2022)

Agreement between the Company and Carolyn Yu (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on

Form 8-K filed with the SEC on April 19, 2022)

Transaction Bonus Agreement by and between the Company, Wainwright Holdings, Inc., and John Love (incorporated by reference to Exhibit

10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 19, 2022)

Agreement entered into on June 20, 2022 between Marygold UK and Keith Halford to complete the closing of the Share Purchase Agreement

entered into on August 13, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed

with the SEC on June 21, 2022).

of Subsidiaries.

Consent of BPM LLP.

Power of Attorney (included on Signature page of this Form 10-K).

Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Indicates management contract or any compensatory plan, contract or arrangement.

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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

FORM 10-K SUMMARY

Not applicable.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

management contract or any compensatory plan, contract or arrangement.

Filed herewith.

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Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

The Company has determined not to include a summary of the information

permitted by Item 16 of the Form 10-K.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

THE MARYGOLD COMPANIES, INC.

September 18, 2024

/s/ Nicholas D.

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Carolyn M.

Yu, with the power of substitution and re-substitution, as his

or her attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and

all amendments to this Annual Report on Form 10-K for the year ended June 30, 2024, and to file the same, with all exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and

each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection

therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact

and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of

the registrant and in the capacities and on the dates indicated.

September 18, 2024

/s / David W.

Gerber, CEO, Chairman of the Board of Directors

September 18, 2024

Neibert, C.O.O., Secretary and Director

September 18, 2024

/s/ Scott Schoenberger

Scott Schoenberger, Director

Scott Schoenberger

Schoenberger, Director

September 18, 2024

/s/ Matt Gonzalez

Matt Gonzalez, Director

Matt Gonzalez

Gonzalez, Director

September 18, 2024

/s/ Derek Mullins

Derek Mullins, Director

Derek Mullins

Mullins, Director

September 18, 2024

/s/ James Alexander

James Alexander, Director

James Alexander

Alexander, Director

September 18, 2024

/s/ Erin Grogan

Erin Grogan, Director

Grogan, Director

September 18, 2024

/s/ Joya Delgado Harris

Joya Delgado Harris, Director

Joya Delgado Harris

Delgado Harris, Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures