What changed in this filing

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Item 9A. Controls and Procedures

2025-09-19 compared with 2024-09-18 · 66 added, 79 removed, 86 unchanged (63% of the section changed)

2 unchanged sentences

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

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, 2025 (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.

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.

Control Over Financial Reporting

2 unchanged sentences

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.

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

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

7 unchanged sentences

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

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”).

16 unchanged sentences

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.

have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2025 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

6 unchanged sentences

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.

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.

information required by this Item is incorporated by reference to our 2025 definitive proxy statement to be filed with the SEC within

120 days following our fiscal year ended June 30, 2025.

EXECUTIVE COMPENSATION

information required by this Item is incorporated by reference to our 2025 definitive proxy statement to be filed with the SEC within

120 days following our fiscal year ended June 30, 2025.

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.

information required by this Item is incorporated by reference to our 2025 definitive proxy statement to be filed with the SEC within

120 days following our fiscal year ended June 30, 2025.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

5 unchanged sentences

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.

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 (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).

Equity Distribution Agreement, dated March 7, 2025, by and between the Company and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Company’s Form 8-K filed with the SEC on March 10, 2025).

Common Stock Purchase Warrant, dated March 14, 2022, by and between the Company and Maxim Partners LLC (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on March 15, 2022).

Stock Purchase Agreement, dated June 19, 2025, by and between the Company and SKCAL LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 20, 2025).

List of Subsidiaries.

Consent of BPM LLP.

1 unchanged sentence

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.

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

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

management contract or any compensatory plan, contract or arrangement.

Filed herewith.

XBRL Instance Document#

5 unchanged sentences

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.

FORM 10-K SUMMARY

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.

MARYGOLD COMPANIES, INC.

September 19, 2025

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.

Gerber, Chief Executive Officer

(Principal Executive Officer)

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, 2025, 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 19, 2025

1 unchanged sentence

September 19, 2025

West, Chief Accounting Officer

(Principal Accounting Officer)

September 19, 2025

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

17 unchanged sentences

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