NOTE

12.

BUSINESS COMBINATION

Gourmet Foods, Ltd.

May 28, 2015,

the Company entered into an agreement to acquire the assets of Gourmet Foods, Ltd., a New Zealand corporation, subject to satisfactory completion of due diligence and other customary criteria for a transaction of this kind. Gourmet Foods is a baker of New Zealand meat pies and other confections distributed to major grocery stores, convenience stores, restaurants and other retailers throughout New Zealand. The Company placed a cash deposit with Gourmet Foods in accordance with the provisions of the asset purchase agreement, however the parties later elected to change the nature of the transaction to a stock purchase agreement. The Stock Purchase Agreement (the “SPA”) was entered into on

July 28, 2015

and was set to close on

July 31, 2015

subject to final adjustments to accounts receivable, accounts payable, inventory, employee entitlements and other current assets and liabilities. The Company paid a purchase consideration of

NZ$2,597,535

(approximately

US$1,753,428

) in cash. An independent evaluation was conducted in order to obtain a fair market value of the fixed assets and intangible assets acquired. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

August 11, 2015,

the parties reached agreement to close the SPA based on the balance sheet information as of

July 31, 2015,

subject to further adjustments if necessary once certain balances became known without dispute, and the Company remitted the remainder of the purchase price in cash to an account in New Zealand established for the benefit of the shareholders of Gourmet Foods, Ltd. The operations of Gourmet Foods, Ltd. was consolidated going forward with those of the Company as of

August 1, 2015.

The following table summarizes the value of the net assets acquired as of the Acquisition Date:

Cash	$	50,695
Accounts receivable		259,662
Prepaid expenses		11,246
Inventory		256,271
Property and equipment		1,207,762
Intangible assets		170,784
Goodwill		145,467
Total assets	$	2,101,887

Accounts payable	$	253,951
Deferred tax liability		47,820
Employee entitlements		46,688
Total liabilities	$	348,459

Consideration Paid for Net Assets	$	1,753,428

Brigadier Security Systems (

2000

) Ltd.

June 2, 2016,

the Company closed a Stock Purchase Agreement transaction which resulted in the acquisition of all the outstanding and issued stock of Brigadier Security Systems, a Canadian corporation located in Saskatoon, Saskatchewan. The total purchase price was

CD$2,010,266

(approximately

US$1,540,830

) in cash, payable in several stages. The consideration of

CD$1,000,000

(

US$756,859

) was paid in cash and

CD$733,000

(

US$569,935

) was deposited in an attorney client trust account in Canadian currency (to be paid to Brigadier, on the

183rd

day following the Closing Date if net sales meeting the minimum threshold of

CD$1,500,000

(the "Sales Goal") is achieved. The Sales Goal was achieved and the payment was released on

November 23, 2016.

The audit of Brigadier resulted in an upwards adjustment of the purchase price by

CD$277,266

(

US$214,035

) and was subsequently paid in

October 2016.

Under the acquisition method of accounting, the total purchase consideration is allocated to Brigadier net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The following table summarizes the value of the net assets acquired as of the Acquisition Date:

Assets
Cash	$	80,391
Accounts receivable		431,656
Inventory		238,148
Prepaid expenses and other assets		20,001
Property, plant and equipment		20,455
Intangible assets		875,087
Goodwill		353,507
Total Assets	$	2,019,246

Liabilities
Accounts payable	$	187,925
Income tax payable		55,953
Deferred tax liability		231,898
Customer deposits		2,640
Total Liabilities	$	478,416

Consideration paid for net assets	$	1,540,830

Wainwright Holdings, Inc.

December 9, 2016,

the Company closed a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company and Wainwright and each of the shareholders of Wainwright common stock (the “Wainwright Sellers”), pursuant to which the Wainwright Sellers agreed to sell, and the Company agreed to purchase

1,741

shares of Wainwright common stock, par value

$0.01

per share, (the “Wainwright Common Stock”), which represents all of the issued and outstanding Wainwright Common Stock, in exchange for: (i)

818,799,976

shares of Company Common Stock, and (ii)

9,354,119

shares of Company Preferred Stock (which preferred shares are convertible into

187,082,377

shares of Company Common Stock). Wainwright and the Company have a commonality of ownership and control as represented by the shareholdings, either directly or beneficially, of Nicholas Gerber and Scott Schoenberger as a group pursuant to the aforementioned Purchase Agreement and a voting agreement which gives them control of over

50%

of Wainwright and over

50%

of Concierge both before and after the business combination. Accordingly, the acquisition has been recorded as a transaction between entities under

common control in the accompanying financial statements. Further, the accompanying financial statements have been adjusted to include the carrying value of assets, liabilities, equity and operations of Wainwright as if the transaction had concluded on

July 1, 2015.

The Wainwright assets, liabilities and shareholders' equity were recorded at their historical values with

step-up or adjustment to fair market value.