Item 9A. Controls and Procedures
ITEM 9A. 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 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
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.
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
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”). 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, 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.
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, 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.
ITEM
9B. OTHER INFORMATION
Securities
Trading Plans of Directors and Executive Officers
During
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.
ITEM
9C. DISCLOSURE REGARDING JURISDICTIONS THAT PREVENT INSPECTIONS
Not
applicable.
27
Table of Contents
PART
III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
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.
ITEM
11.
EXECUTIVE
COMPENSATION
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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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.
28
Table of Contents
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
EXHIBIT INDEX
The
following exhibits are filed or incorporated by reference into this Form 10-K:
2.1
Share
Purchase Agreement between Kevin William Pratt and Elizabeth Mary Pratt and Marygold & Co. (UK) Limited. **
3.1
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)
3.2
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).
3.3
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).
3.4
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).
3.5
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)
3.6
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).
10.1
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)
10.2*
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)
10.3*
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)
10.4*
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)
10.5*
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)
10.6
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 (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).
21.1
List
of Subsidiaries. **
23.1
Consent of BPM LLP. **
24.1
Power of Attorney (included on Signature page of this Form 10-K).
31.1
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. **
31.2
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. **
32.1
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.
**
32.2
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.
**
Filed herewith.
101.INS
Inline
XBRL Instance Document#
101.SCH
Inline
XBRL Taxonomy Extension Schema Document#
101.CAL
Inline
XBRL Taxonomy Extension Calculation Linkbase Document#
101.LAB
Inline
XBRL Taxonomy Extension Labels Linkbase Document#
101.PRE
Inline
XBRL Taxonomy Extension Presentation Linkbase Document#
101.DEF
Inline
XBRL Taxonomy Extension Definition Linkbase Document#
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
ITEM
16.
FORM
10-K SUMMARY
The Company has determined not to include a summary of the information
permitted by Item 16 of the Form 10-K.
29
Table of Contents
SIGNATURES
Pursuant
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.
(Registrant)
Date:
September 18, 2024
/s/
Nicholas D. Gerber
Nicholas
D. Gerber, CEO
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.
Pursuant
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.
Date:
September 18, 2024
/s/
Nicholas D. Gerber
Nicholas D. Gerber, CEO, Chairman of the Board of Directors
Date: September 18, 2024
/s/ David W. Neibert
David W. Neibert, C.O.O., Secretary and Director
Date:
September 18, 2024
/s/
Scott Schoenberger
Scott
Schoenberger, Director
Date:
September 18, 2024
/s/
Matt Gonzalez
Matt
Gonzalez, Director
Date:
September 18, 2024
/s/
Derek Mullins
Derek
Mullins, Director
Date:
September 18, 2024
/s/
James Alexander
James
Alexander, Director
Date:
September 18, 2024
/s/
Erin Grogan
Erin
Grogan, Director
Date:
September 18, 2024
/s/
Joya Delgado Harris
Joya
Delgado Harris, Director
30