UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2019

OR

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from           to           .

Commission File Number: 000-29913

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	90-1133909
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1202 Puerta Del Sol

San Clemente, CA 92673

949-429-5370

Fax: 888.312.0124

(Address and telephone number of registrant's principal

executive offices and principal place of business)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class of Security	Trading Symbol	Name of Exchange on Which Registered
None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒   Yes     ☐    No

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  ☒   Yes     ☐    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐   Yes     ☒   No

The registrant had 37,412,519 shares of Common Stock, $0.001 par value, and 53,032 shares of Series B Convertible, Voting, Preferred Stock on November 13, 2019. Series B Preferred stock is convertible, under certain conditions, to 20 shares of common stock for each share of Series B Preferred stock. Each share of Series B Preferred stock votes as 20 shares of common stock.

CONCIERGE TECHNOLOGIES, INC.

Table of Contents

	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of September 30, 2019 and June 30, 2019	3
Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2019 and 2018	4
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2019 and 2018	5
Condensed Consolidated Statements of  Stockholders' Equity for the Three Months Ended September 30, 2019 and 2018	6
Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2019 and 2018	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30
Part II. OTHER INFORMATION	30
Item 1. Legal Proceedings	30
Item 1A. Risk Factors	30
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3. Defaults Upon Senior Securities	30
Item 4. Mine Safety Disclosures	30
Item 5. Other Information	30
Item 6. Exhibits	31
Signatures	33

1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

• our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability;

• the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure, and liquidity needs;

• our operating subsidiaries' ability to attract and retain customers to use our products, to optimize the pricing for our products, to expand our sales to our customers, and to convince our existing customers to renew subscriptions;

• the evolution of technologies affecting our operating subsidiaries' products and markets;

• our operating subsidiaries' ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;

• our operating subsidiaries' ability to successfully penetrate enterprise markets;

• our operating subsidiaries' ability to successfully expand in our existing markets and into new markets, including international markets;

• the attraction and retention of key personnel;

• our ability to effectively manage our growth and future expenses;

• worldwide economic conditions and their impact on spending; and

• and our operating subsidiaries' ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our annual report on Form 10-K for the year ended June 30, 2019. Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2019			June 30, 2019
				(AUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,904,137		$	6,481,815
Accounts receivable, net		875,672			939,649
Accounts receivable - related parties		988,769			1,037,146
Inventories		1,049,184			1,008,662
Prepaid income tax and tax receivable		1,232,219			1,754,369
Investments		3,775,158			3,756,596
Other current assets		265,796			546,105
Total current assets		15,090,935			15,524,342
Restricted cash		12,543			13,436
Property and equipment, net		1,299,866			757,014
Operating lease right-of-use asset		1,005,006			-
Goodwill		915,790			915,790
Intangible assets, net		2,575,156			2,659,723
Deferred tax assets, net		859,696			859,696
Other assets, long - term		523,607			523,607
Total assets	$	22,282,599		$	21,253,608
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,533,875		$	2,867,081
Expense waivers – related parties		213,095			325,821
Current portion operating lease liabilities		361,996			-
Notes payable - related parties		3,500			3,500
Loans - property and equipment, current portion		13,153			26,241
Total current liabilities		3,125,619			3,222,643
LONG TERM LIABILITIES
Notes payable - related parties		600,000			600,000
Loans - property and equipment, net of current portion		380,200			61,057
Long-term operating lease liabilities		680,490			-
Deferred tax liabilities		176,578			176,578
Total long-term liabilities		1,837,268			837,635
Total liabilities		4,962,887			4,060,278
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 authorized
Series B: 53,032 issued and outstanding at September 30, 2019 and at June 30, 2019		53			53
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at September 30, 2019 and 37,237,519 at June 30, 2019		37,412			37,237
Additional paid-in capital		9,216,204			9,178,838
Accumulated other comprehensive (loss)		(141,710	)		(175,659	)
Retained earnings		8,207,753			8,152,861
Total stockholders' equity		17,319,712			17,193,330
Total liabilities and stockholders' equity	$	22,282,599		$	21,253,608

The accompanying notes are an integral part of these unaudited consolidated financial statements.

3

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended			Three Months Ended
	September 30, 2019			September 30, 2018
Net revenue
Fund management - related party	$	3,040,569		$	4,222,984
Food products		1,250,331			1,192,996
Security systems		773,277			858,651
Beauty products and other		963,673			902,328
Net revenue		6,027,850			7,176,959
Cost of revenue		1,769,393			1,838,384
Gross profit		4,258,457			5,338,575
Operating expense
General and administrative expense		1,117,149			1,072,932
Fund operations		809,836			1,265,655
Marketing and advertising		577,876			871,781
Depreciation and amortization		149,663			174,505
Salaries and compensation		1,543,022			1,384,982
Total operating expenses		4,197,546			4,769,855
Income from operations		60,911			568,720
Other (expense) income:
Other (expense) income		8,436			(174,661	)
Interest and dividend income		25,847			3,779
Interest expense		(11,005	)		(8,136	)
Total other (expense) income, net		23,278			(179,018	)
Income before income taxes		84,189			389,702
Provision of income taxes		29,297			103,748
Net income	$	54,892		$	285,954
Weighted average shares of common stock
Basic		37,325,019			29,559,139
Diluted		38,385,659			38,298,159
Net income per common share
Basic	$	0.00		$	0.01
Diluted	$	0.00		$	0.01

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

	Three Months Ended		Three Months Ended
	September 30, 2019		September 30, 2018
Net income	$	54,892	$	285,954
Other comprehensive income (loss):
Foreign currency translation gain (loss)		33,949		(11,583	)
Comprehensive income	$	88,841	$	274,371

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF  STOCKHOLDERS' EQUITY 

FOR THE THREE MONTH PERIODS ENDING SEPTEMBER 30, 2019 AND SEPTEMBER 30, 2018

(UNAUDITED)

Period Ending September 30, 2019	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2019		53,032	$	53		37,237,519	$	37,237	$	9,178,838	$	(175,659	)	$	8,152,861	$	17,193,330
Gain on currency translation		-		-		-		-		-		33,949			-		33,949
Common stock issued for services		-		-		175,000		175		-		-			-		175
Common stock issued for services - earned(1)		-		-		-		-		37,366		-			-		37,366
Net income		-		-		-		-		-		-			54,892		54,892
Balance at September 30, 2019		53,032	$	53		37,412,519	$	37,412	$	9,216,204	$	(141,710	)	$	8,207,753	$	17,319,712

Period Ending September 30, 2018	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2018		436,951	$	437		29,559,139	$	29,559	$	9,186,132	$	148,808		$	7,611,061	$	16,975,997
(Loss) on currency translation		-		-		-		-		-		(11,583	)		-		(11,583	)
Reclass of investment gains		-		-		-		-		-		(279,951	)		279,951		-
Net income		-		-		-		-		-		-			285,954		285,954
Balance at September 30, 2018		436,951	$	437		29,559,139	$	29,559	$	9,186,132	$	(142,726	)	$	8,176,966	$	17,250,368

The accompanying notes are an integral part of these consolidated financial statements.

(1)  See Shares Issued for Services contained in Note 14 

6

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

	For the Three Month Period Ended September 30,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	54,892		$	285,954
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		149,663			174,505
Stock based vendor compensation		37,541			-
Unrealized (gain) loss on investments		(94	)		78,018
Realized (gain) on sale of investments		-			(84,901	)
(Gain) on disposal of equipment		-			(1,979	)
Decrease (increase) in current assets:
Accounts receivable, net		39,506			12,770
Accounts receivable - related party		48,377			136,349
Prepaid income taxes and tax receivable		540,808			(57,776	)
Inventories		(67,549	)		(154,928	)
Other current assets		280,145			67,197
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		(302,275	)		(65,722	)
Expense waivers - related party		(112,726	)		(250,911	)
Net cash provided by operating activities		668,288			138,576
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets		-			(22,500	)
Purchase of real estate and equipment – net of disposal		(645,817	)		(4,531	)
Sale of investments		-			100,000
Purchase of investments		(18,245	)		-
Net cash provided by (used in) investing activities		(664,062	)		72,969
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans - real estate, property and equipment		393,353			-
Repayment of equipment loan		(87,298	)		(88,401	)
Net cash provided by (used in) financing activities		306,055			(88,401	)
Effect of exchange rate change on cash and cash equivalents		111,148			(11,359	)
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		421,429			111,785
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		6,495,251			7,524,114
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	6,916,680		$	7,635,899
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	4,885		$	-
Income taxes	$	159,363		$	6,000
Noncash financing and investing activities:
Acquisition of operating right-of-use assets through operating lease obligations	$	1,150,916		$	-

The accompanying notes are an integral part of these consolidated financial statements.

7

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS

(UNAUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Concierge Technologies, Inc., (the “Company” or “Concierge”), a Nevada corporation, operates through its wholly owned subsidiaries who are engaged in varied business activities. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:

● Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries, United States Commodity Funds LLC (“USCF”), and USCF Advisers LLC (“USCF Advisers”), each of which manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange.

● Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.

● Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. The former business of Kahnalytics, providing live-streaming mobile video on a subscription basis, was insignificant and was terminated after transitioning to the current business of distributing hair and skin care products.

See “Note 13. Business Combinations” for a description of the terms of our acquisitions for our operating businesses.

Concierge manages its operating businesses on a decentralized basis. There are no centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by Concierge’s management in the day-to-day business affairs of its operating subsidiary businesses. Concierge’s corporate management is responsible for capital allocation decisions, investment activities and selection and retention of the Chief Executive to head each of the operating subsidiaries. Concierge's corporate management is also responsible for corporate governance practices, monitoring regulatory affairs, including those of its operating businesses and involvement in governance-related issues of its subsidiaries as needed.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Accounting Principles

The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2019 Form 10-K filed on September 30, 2019 with the U.S. Securities and Exchange Commission.

Principles of Consolidation

The accompanying condensed consolidated financial statements, which are referred to herein as the “Financial Statements” include the accounts of Concierge and its wholly owned subsidiaries, Wainwright, Gourmet Foods, Brigadier and Original Sprout.

All significant inter-company transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of the Financial Statements are in conformity with U.S. GAAP which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

8

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt instruments with original maturities of three months or less. The Company maintains its cash and cash equivalents in financial institutions in the United States, Canada, and New Zealand. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to $250,000 per depositor, and accounts in Canada are insured by the Canada Deposit Insurance Corporation up to CD$100,000 per depositor. Accounts in New Zealand are uninsured. The Company has, at times, held deposits in excess of insured amounts, but the Company does not expect any losses in such accounts.

Accounts Receivable, net and Accounts Receivable - Related Parties

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. The Company does not currently maintain an allowance for doubtful accounts as it believes all accounts are collectible. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns to determine whether or not an account should be deemed uncollectible. Reserves, if any, are recorded on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of September 30, 2019 and June 30, 2019, the Company had $0 and $2,075, respectively, listed as doubtful accounts.

Accounts receivable - related parties, consist of fund asset management fees receivable from the Wainwright business. Management fees receivable generally consist of one month of management fees which are collected in the month after they are earned. As of September 30, 2019, and June 30, 2019, there is no allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers and Suppliers – Concentration of Credit Risk

Concierge, through Brigadier, is partially dependent upon its contractual relationship with the alarm monitoring company who provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring, or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 52% and 59% of the total Brigadier revenues for the three months ended September 30, 2019 and September 30, 2018, respectively. The same customer accounted for approximately 36% of Brigadier's accounts receivable as of the balance sheet date of September 30, 2019 as compared to 37% as of June 30, 2019. A second customer accounted for approximately 10% of the revenues for the three-month period ending September 30, 2018, however no significant sales from this customer were recorded for the three month period ending September 30, 2019.

Concierge, through Gourmet Foods, has three major customer groups comprising the gross revenues to Gourmet Foods; 1) grocery, 2) gasoline convenience stores, and 3) independent retailers. The grocery and food industry is dominated by several large chain operations, which are customers of Gourmet Foods, and there are no long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however the relationships have been in place for sufficient time to give management reasonable confidence in their continuing business. For the quarter ended September 30, 2019, Gourmet Foods’ largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 21% of Gourmet Foods sales revenues as compared to 24% for the three months ended September 30, 2018. This customer accounted for 25% of the accounts receivable at September 30, 2019 as compared to 28% as of June 30, 2019. The second largest in the grocery industry accounted for approximately 14% of Gourmet Foods sales revenues for the quarter ended September 30, 2019 as compared to 13% for the three months ended September 30, 2018. This same group accounted for 20% of Gourmet Foods accounts receivable as of September 30, 2019 as compared to 19% as of June 30, 2019. In the gasoline convenience store market Gourmet Foods supplies two major channels. The largest is a marketing consortium of gasoline dealers operating under the same brand who, for the three months ended September 30, 2019, accounted for approximately 43% of Gourmet Foods’ gross sales revenues as compared to 40% for the three months ended September 30, 2018. No single member of the consortium is responsible for a significant portion of Gourmet Foods’ accounts receivable. The third category of independent retailers and cafes accounted for the balance of Gourmet Foods’ gross sales revenue, however the group members are independently owned and individually responsible for their financial obligations with no one customer accounting for a significant portion of revenues or accounts receivable.

Concierge, through Original Sprout, is not dependent upon any one customer or group of customers as no single customer or buying group consistently accounts for over 10% of the gross revenues, though due to timing of deliveries a customer may account for a significant portion of our gross revenues during any particular period. For the three months ended September 30, 2019, one customer accounted for approximately 15% of our revenues as compared to two different companies accounting for 15% and 11% of our revenues for the three-month period ending September 30, 2018. These companies did not account for any significant portion of our accounts receivable as of September 30, 2019 or as of June 30, 2019, however two different customers who did not account for a significant portion of our revenues did account for 18% and 16% of our accounts receivable as of September 30, 2019 as compared to 25% and 12%, respectively, along with a third customer whose account receivable represented 17% of all accounts receivable as of June 30, 2019. Original Sprout is partially dependent upon its relationship with a product packaging company who, at the direction of Original Sprout, manufactures the products, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by this packaging company, although if this relationship were to fail there are other similar packaging companies available to Original Sprout at competitive pricing. 

9

For our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated three and nine month revenues as of September 30, 2019 and September 30, 2018 along with the accounts receivable at September 30, 2019 as compared with June 30, 2019 as depicted below.

	For the Three Months Ended September 30, 2019				For the Three Months Ended September 30, 2018
	Revenue				Revenue
Fund
USO	$	1,550,198	51	%	$	1,984,921	47	%
USCI		621,049	20	%		1,253,859	30	%
UNG		459,462	15	%		504,862	12	%
All Others		409,860	14	%		479,342	11	%
Total	$	3,040,569	100	%	$	4,222,984	100	%

	As of September 30, 2019				As of June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	510,712	52	%	$	526,981	51	%
USCI		177,913	18	%		236,251	23	%
UNG		151,012	15	%		141,413	13	%
All Others		149,132	15	%		132,501	13	%
Total	$	988,769	100	%	$	1,037,146	100	%

Inventories

Inventories, consisting primarily of food products and packaging in New Zealand, hair and skin care finished products and components in the U.S. and security system hardware in Canada, are valued at the lower of cost (determined on a FIFO basis) or net realizable value. Inventories include product cost, inbound freight and warehousing costs where applicable. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down the inventories to their net realizable value, if lower. For the three months ended September 30, 2019 and 2018 impairment to inventory value was recorded as $0 and $0, respectively. An assessment is made at the end of each reporting period to determine what slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the three months ended September 30, 2019 and September 30, 2018, the expense for slow-moving or obsolete inventory was $0 and $0, respectively.

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and leasehold improvements are capitalized. Office furniture and equipment include office fixtures, computers, printers and other office equipment plus software and applicable packaging designs. Leasehold improvements, which are included in plant and equipment, are depreciated over the shorter of the useful life of the improvement and the length of the lease. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over the estimated useful life of the asset (see Note 5 to the Condensed Consolidated Financial Statements). 

Category	Estimated Useful Life (in years)
Plant and equipment:	5	to	10
Furniture and office equipment:	3	to	5
Vehicles	3	to	5
Buildings	10	to	39

Intangible Assets

Intangible assets consist of brand names, domain names, recipes, non-compete agreements and customer lists. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was no impairment recorded for the three months ended September 30, 2019 or 2018.

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Goodwill

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is tested for impairment on an annual basis during the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. There was no impairment recorded for the three months ended September 30, 2019 or 2018.

Impairment of Long-Lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the three months ended September 30, 2019 or 2018.

Investments and Fair Value of Financial Instruments

Short-term investments are classified as available-for-sale securities. The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized gains or (losses) which is included as part of other (expense) income. The Company values its investments in accordance with Accounting Standards Codification ("ASC") 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and (2) The Company’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level 3 – Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety.

Revenue Recognition

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. The performance obligation is satisfied when the product has been shipped and title, risk of loss and rewards of ownership have been transferred. For most of the Company’s product sales or services, these criteria are met at the time the product is shipped, the subscription period commences, or the management fees are accrued. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company. 

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Recently Adopted Accounting Pronouncements - In May 2014, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that set forth a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this new standard and its related amendments as of July 1, 2018 using the modified retrospective transition method, whereby the cumulative effect of initially applying the new standard recognized as an adjustment to the opening balance of stockholders equity. Results for reporting periods commencing on or after July 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for that prior period. The impact of adoption did not have a material effect on our financial results. The adoption of the new standard impacted the identification of separate obligations for certain sales of security systems and related monitoring sales. The Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele. The five-step process governing contract revenue reporting includes:

1. Identifying the contract(s) with customers

2. Identifying the performance obligations in the contract

3. Determining the transaction price

4. Allocate the transaction price to the performance obligations in the contract

5. Recognize revenue when or as the performance obligation is satisfied

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security system revenue in the Consolidated Statements of Operations. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security system revenue in the Condensed Consolidated Statements of Operations, which for the three months ended September 30, 2019, were approximately US$208,890, or approximately 27% of the total security system revenues. These revenues for the three months ended September 30, 2019 account for approximately 3% of total consolidated revenues. None of the other subsidiaries of the Company generate revenues from long term contracts.

Because the Company has no contract with the end user, and the monthly payments for customer support services are made to the Company by the monitoring company who has a contract with the end user, and end user customers are subject to cancellation through no control of the Company; therefore, no deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

Advertising Costs

The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the three months ended September 30, 2019 and 2018 were $0.6 million and $0.9 million, respectively.

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Other Comprehensive Income (Loss)

Foreign Currency Translation

We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30, Foreign Currency Translation. The accounts of Gourmet Foods use the New Zealand dollar as the functional currency. The accounts of Brigadier Security System use the Canadian dollar as the functional currency. Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the weighted average exchange rate throughout the period. Foreign currency transaction gains and (losses) can also occur if a transaction is settled in a currency other than the entity's functional currency. Accumulated currency translation gains and (losses) are classified as an item of accumulated other comprehensive income (loss) in the stockholders’ equity section of the consolidated balance sheet.

Short-Term Investment Valuation

In January 2016, the FASB issued authoritative guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair values, except those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in earnings rather than other comprehensive income (loss). In addition, this update clarifies the guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from the unrealized losses on certain debt securities. The Company adopted this guidance effective on July 1, 2018, resulting in reclassification of accumulated other comprehensive income to retained earnings. Besides this reclassification there was no material impact to the Condensed Consolidated Financial Statements as a result of the adoption.

Segment Reporting

The Company defines operating segments as components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries (Refer to Note 17 of the Condensed Consolidated Financial Statements).

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed. For the three months ended September 30, 2019 and 2018 a determination was made that no adjustments were necessary

Recent Accounting Pronouncements 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

The Company adopted the new standard on July 1, 2019 using the modified retrospective method and the transition relief guidance provided by the FASB in ASU 2018-11, Leases (Topic 842): Targeted Improvements. Consequently, the Company did not update financial information or provide disclosures required under the new standard for dates and periods prior to July 1, 2019. The Company elected the package of practical expedients and did not reassess prior conclusions on whether contracts are or contain a lease, lease classification, and initial direct costs. In addition, the Company adopted the lessee practical expedient to combine lease and non-lease components for all asset classes and elected to not recognize ROU assets and lease liabilities for leases with a term of 12 months or less.

Adoption of the new standard resulted in the Company recording operating lease ROU assets and operating lease liabilities of $1,113,840 and $1,150,916 respectively, as of July 1, 2019. The ROU assets were recorded net of $37,076 in deferred rent adjustments that were previously recorded in accrued expenses and deferred rent on the Consolidated Balance Sheets as of June 30, 2019. The adoption of this standard did not result in any cumulative-effect adjustments to retained earnings. Additionally, there was no impact on the Company’s unaudited condensed consolidated statements of operations and comprehensive income or the unaudited statement of cash flows as a result of the adoption of Topic 842 for the three months ended September 30, 2019.

Refer to Note 6 for additional disclosures over the Company’s leases.

A summary of the effects of the initial adoption of ASU 2016-02 and ASC 842 follows:

	ASU 2016-02
Increase (decrease):
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219
Accumulated other comprehensive income	$	-
Retained earnings	$	-

The Company has reviewed new accounting pronouncements issued between September 30, 2019, the filing date of our most recent prior Annual Report on Form 10-K, and the filing date of this Quarterly Report on Form 10-Q and has determined that no new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.

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NOTE 3. BASIC AND DILUTED NET INCOME PER SHARE

Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company does not have any options or warrants.

Diluted net income per share reflects the effects of shares actually potentially issuable upon conversion of convertible preferred stock.

The components of basic and diluted earnings per share were as follows: 

	For the Three Months Ended September 30, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	54,892		37,325,019	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		1,060,640		-
Diluted income per share	$	54,892		38,385,659	$	0.00

	For the Three Months Ended September 30, 2018
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	285,954		29,559,139	$	0.01
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	285,954		38,298,159	$	0.01

NOTE 4. INVENTORIES

Inventories for Gourmet Foods, Brigadier and Original Sprout consisted of the following totals:

	September 30,		June 30,
	2019		2019
Raw materials	$	266,091	$	208,284
Supplies and packing materials		165,448		188,035
Finished goods		617,645		612,343
Total inventories	$	1,049,184	$	1,008,662

NOTE 5. PROPERTY AND EQUIPMENT

Property, plant and equipment consisted of the following as of:

	September 30 , 2019			June 30, 2019
Plant and equipment	$	1,422,669		$	1,511,629
Furniture and office equipment		190,386			188,370
Vehicles		376,108			332,672
Land and building		575,082			-
Total property, plant and equipment, gross		2,564,245			2,032,671
Accumulated depreciation		(1,264,379	)		(1,275,657	)
Total property, plant and equipment, net	$	1,299,866		$	757,014

For the three months ended September 30, 2019 and 2018, depreciation expense for property, plant and equipment totaled $65,096 and $89,938, respectively. 

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NOTE 6. LEASES

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, accrued expenses, and long-term operating lease liabilities in the Unaudited Condensed Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received. The Company’s lease terms may include options to extend or not terminate the lease when it is reasonably certain that it will exercise any such options. For the majority of its leases, the Company concluded that it is not reasonably certain that any renewal options would be exercised, and, therefore, the amounts are not recognized as part of operating lease right-of-use assets nor operating lease liabilities. Leases with an initial term of 12 months or less, and certain office equipment leases which are deemed insignificant, are not recorded on the balance sheet and expensed as incurred and included within rent expense under general and administrative expense. Lease expense is recognized on a straight-line basis over the expected lease term.

The Company’s most significant leases are real estate leases of office, warehouse and production facilities. The remaining operating leases are primarily comprised of leases of printers and other equipment which are deemed insignificant. For all operating leases, the Company has elected the practical expedient permitted under Topic 842 to combine lease and non-lease components. As a result, non-lease components, such as common area or equipment maintenance charges, are accounted for as a single lease element. The Company does not have any finance leases.

Fixed lease expense payments are recognized on a straight-line basis over the lease term. Variable lease payments vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time. Certain of the Company’s operating lease agreements include variable payments that are passed through by the landlord, such as insurance, taxes, and common area maintenance. Variable payments are deemed immaterial, expensed as incurred, and included within rent expense under general and administrative expense.

The Company leases various facilities and offices throughout the world including the following subsidiary locations:

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including printers and copiers. These leases are generally for three-year terms, with some options to renew for an additional term. The leases mature between August 2021 and September 2022, and require monthly rental payments of approximately US$8,068 (GST not included) translated to U.S. currency as of September 30, 2019. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately US$2,491 translated to U.S. currency as of September 30, 2019. Original Sprout currently leases office and warehouse space in San Clemente, CA under a three-year lease agreement expiring or renewing at March 1, 2021. Minimum monthly lease payments are approximately $7,837 with increases annually. Wainwright leases office space in Walnut Creek, California under an operating lease which expires in December 2024. Minimum monthly lease payments are approximately $12,000 with increases annually.

For the three months ended September 30, 2019 and 2018, the combined lease payments of the Company and its subsidiaries totaled $96,524 and $67,848, respectively, and recorded under general and administrative expense in the Condensed Consolidated Statements of Operations. As of September 30, 2019 the Condensed Consolidated Balance Sheets included operating lease right-of-use assets totaling $1,005,006, recorded net of $37,480 in deferred rent, and $1,042,486 in total Operating lease liabilities.

Future minimum consolidated lease payments for Concierge and its subsidiaries are as follows:

Year Ended June 30,	Lease Amount
2020	$	281,660
2021		349,023
2022		229,820
2023		202,079
2024		108,700
Total minimum lease payments		1,171,282
Less: present value discount		(128,796	)
Total operating lease liabilities	$	1,042,486

The weighted average remaining lease term for the Company'a operating leases was 4.0 years as of September 30, 2019 and a weighted-average discount rate of 5.8% was used to determine the total operating lease liabilities.

NOTE 7. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	September 30, 2019			June 30, 2019
Customer relationships	$	700,252		$	700,252
Brand name		1,142,122			1,142,122
Domain name		36,913			36,913
Recipes		1,221,601			1,221,601
Non-compete agreement		274,982			274,982
Total		3,375,870			3,375,870
Less : accumulated amortization		(800,714	)		(716,147	)
Net intangibles	$	2,575,156		$	2,659,723

CUSTOMER RELATIONSHIPS

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired customer relationships was estimated to be $66,153 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired customer relationships was estimated to be $434,099 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired customer relationships was determined to be $200,000 and is amortized over the remaining useful life of 7 years.

	September 30,			June 30,
	2019			2019
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(223,302	)		(203,492	)
Total customer relationships, net	$	476,950			496,760

BRAND NAME

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired brand name was estimated to be $61,429 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired brand name was estimated to be $340,694 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired brand name was determined to be $740,000 and is considered to have an indefinite life. Unlike the brand names Gourmet Foods and Brigadier Security Systems, Original Sprout is an actual product name and recognized associated brand that is identifiable to consumers of the product and is the basis of the value proposition. That brand name will forever be associated with the product offering unless and until such time in the future as the Company may elect to discontinue the use of the brand and move towards establishment of an alternative product offering. Therefore, the Company will test for impairment of the brand name "Original Sprout" at each reporting interval with no amortization recognized.

	September 30,			June 30,
	2019			2019
Brand name	$	1,142,122		$	1,142,122
Less: accumulated amortization		(139,220	)		(129,084	)
Total brand name, net	$	1,002,902		$	1,013,038

DOMAIN NAME

On August 11, 2015, the Company acquired Gourmet Foods, Ltd. The fair value on the acquired domain name was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired domain name was estimated to be $15,312 and is amortized over the remaining useful life of 5 years.

	September 30,			June 30,
	2019			2019
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(28,202	)		(26,341	)
Total brand name, net	$	8,711		$	10,572

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RECIPES AND FORMULAS

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the recipes was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired recipes and formulas was determined to be $1,200,000 and is amortized over the remaining useful life of 8 years.

	September 30,			June 30,
	2019			2019
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(285,521	)		(246,622	)
Total recipes and formulas, net	$	936,080		$	974,979

NON-COMPETE AGREEMENT

On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired non-compete agreement was estimated to be $84,982 and is amortized over the remaining useful life of 5 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired non-compete agreement was determined to be $190,000 and is amortized over the remaining useful life of 5 years.

	September 30,			June 30,
	2019			2019
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(124,470	)		(110,608	)
Total non-compete agreement, net	$	150,512		$	164,374

AMORTIZATION EXPENSE

The total amortization expense for intangible assets for the three months ended September 30, 2019 and 2018 was $84,567 and $84,567, respectively. 

Estimated amortization expenses of intangible assets for the next five fiscal years, are as follows:

Years Ending June 30,	Expense
2020	$	250,942
2021		326,033
2022		306,809
2023		286,507
2024		268,809
Thereafter		1,136,056
Total	$	2,575,156

NOTE 8. OTHER ASSETS

Other Current Assets

Other current assets totaling $265,796 as of September 30, 2019 and $546,105 as of June 30, 2019 are comprised of various components as listed below.

	As of September 30, 2019		As of June 30, 2019
Deposits and prepaid expenses	$	229,371	$	462,215
Other current assets		36,425		83,890
Total	$	265,796	$	546,105

Investments

Wainwright, from time to time, provides initial investments in the creation of ETP funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. Investments in which no controlling financial interest or significant influence exists are recorded at fair value included in comprehensive income (loss) through June 30, 2018 and subsequently through earnings in accordance with ASU 2016-01. As of September 30, 2019 and June 30, 2019, investments were both approximately $3.8 million, respectively. Investments in which no controlling financial interest exists, but significant influence exists are recorded as per the equity method of investment accounting. As of September 30, 2019 and June 30, 2019, there were no investments requiring the equity method investment accounting.

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Investments measured at estimated fair value consist of the following as of September 30, 2019 and June 30, 2019:

	September 30, 2019
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	3,020,323	$	-	$	-		$	3,020,323
Other short term investments		753,315		-		(221	)		753,094
Other equities		3,421		-		(1,680	)		1,741
Total short-term investments	$	3,777,059	$	-	$	(1,901	)		3,775,158

	June 30, 2019
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	3,005,182	$	-	$	-		$	3,005,182
Other short term investments		749,988		-		(739	)		749,249
Other equities		3,421		-		(1,256	)		2,165
Total short-term investments	$	3,758,591	$	-	$	(1,995	)		3,756,596

The following tables summarize the valuation of the Company’s securities at September 30, 2019 and June 30, 2019 using the fair value hierarchy:

	September 30, 2019
	Total		Level 1		Level 2		Level 3
Money market funds	$	3,020,323	$	3,020,323	$	-	$	-
Other short term investments		753,094		753,094		-		-
Other equities		1,741		1,741		-		-
Total	$	3,775,158	$	3,775,158	$	-	$	-

	June 30, 2019
	Total		Level 1		Level 2		Level 3
Money market funds	$	3,005,182	$	3,005,182	$	-	$	-
Other short term investments		749,249		749,249		-		-
Other equities		2,165		2,165		-		-
Total	$	3,756,596	$	3,756,596	$	-	$	-

During the three months ended September 30, 2019 and 2018, there were no transfers between Level 1 and Level 2.

Restricted Cash

At September 30, 2019 and June 30, 2019, Gourmet Foods had on deposit approximately NZ$20,000 (approximately US$12,543 and US$13,437, respectively, after currency translation) securing a lease bond for one of its properties. The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

Long - Term Assets

Other long term assets totaling $523,607 as of September 30, 2019 and June 30, 2019, respectively, were attributed to Wainwright and Original Sprout and consisted of

(i)	$514,435 as of September 30, 2019 and June 30, 2019 representing 10% equity investment in a registered investment adviser accounted for on a cost basis as $500,980, and $13,455 representing deposits and prepayments.
(ii)	and $9,172 as of September 30, 2019 and at June 30, 2019 representing deposits and prepayments of rent.

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NOTE 9. GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The amounts recorded in goodwill for September 30, 2019 and June 30, 2019 were $915,790.

Goodwill is comprised of the following amounts:

	September 30, 2019		June 30, 2019
Goodwill – Original Sprout		416,817		416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill – Brigadier		351,345		351,345
Total	$	915,790	$	915,790

The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the three months ended September 30, 2019 or as of June 30, 2019.

NOTE 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	September 30, 2019		June 30, 2019
Accounts payable	$	1,769,913	$	1,720,902
Accrued interest		123,675		117,555
Taxes payable		37,175		181,563
Deferred rent		-		37,076
Accrued payroll, vacation and bonus payable		330,920		345,520
Accrued expenses		272,192		464,465
Total	$	2,533,875	$	2,867,081

NOTE 11. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	September 30, 2019		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)	$	3,500	$	3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

Interest expense for all related party notes for the three months ended September 30, 2019 and 2018 was $6,120 and $6,120, respectively. 

Wainwright - Related Party Transactions

The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s Wainwright revenues, totaling $3.0 million and $4.2 million for the three months ended September 30, 2019 and 2018, respectively, were earned from these related parties. Accounts receivable, totaling $1.0 million as of September 30, 2019 and as of June 30, 2019, respectively, were owed from these related parties. Fund expense waivers, totaling $0.1 million and $0.1 million and fund expense limitation amounts, totaling $0 and $0.1 million, for the three months ended September 30, 2019 and 2018, respectively, were incurred on behalf of these related parties. Waivers payable, totaling $0.2 million and $0.3 million as of September 30, 2019 and June 30, 2019, respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note 16 to the Condensed Consolidated Financial Statements.

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NOTE 12. LOANS - REAL ESTATE AND EQUIPMENT

As of September 30, 2019, Brigadier had repaid all the loan balances related to vehicle purchases and had taken out a new loan facilitating the purchase of the Saskatoon office land and building. The initial principal balance was $525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024. The short-term portion of principal for this loan due within 12 months as of September 30, 2019 is $17,413 (approximately US$13,153) and the long term principal amount due is $503,329 (approximately US$380,200). For each vehicle purchased in prior periods, the loan principal together with interest was amortized over 60 equal monthly installments. The Condensed Consolidated Balance Sheets as of September 30, 2019 and June 30, 2019 include the amount of the principal balance on vehicle loans which is due within twelve months as a current liability of zero and US$26,241, respectively. Principal amounts under the vehicle loans which is due after twelve months are recorded in long term liabilities as zero and US$61,057 as of September 30, 2019 and June 30, 2019, respectively. Interest on the loans is expensed or accrued as it becomes due. Total interest on all loans for the three months ended September 30, 2019 was US$4,885 and US$2,016 for the three months ended September 30, 2018.

NOTE 13. BUSINESS COMBINATIONS

Acquisition of the assets of The Original Sprout, LLC

Kahnalytics, Inc., a wholly owned subsidiary of Concierge Technologies domiciled in California, was founded during May 2015 for the purpose of carrying on the residual business from the disposal of Concierge Technologies' former subsidiary, Wireless Village dba/Janus Cam. As that business segment slowly wound down over the ensuing two years, management began a search for another business opportunity for Kahnalytics. Accordingly, on December 18, 2017, Kahnalytics acquired all of the assets of The Original Sprout, LLC, a California limited liability company. Simultaneous with the acquisition, Kahnalytics registered a "doing business as" (or "dba") name of “Original Sprout” and transitioned its business to the manufacture, warehousing and wholesale distribution of non-toxic, all-natural, hair and skin care products under the brand name Original Sprout. The acquisition by Kahnalytics was financed through a non-interest bearing note from Concierge Technologies. The purchase price was approximately $3.5 million with payments to be made over the course of a twelve-month period and per the estimated allocation as depicted in the following table.

Item	Amount
Inventory	$	371,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Discount on installment payments**		64,176
Intangible assets*		2,330,000
Goodwill		416,817
Total Purchase Price	$	3,482,172

*See Note 6 for further detail of intangible assets acquired.

**This amount represents a discount on installment payments and was charged to interest expense.

On the closing date of the transaction, December 18, 2017, Kahnalytics paid $982,172 in cash towards the purchase price and deposited an additional $1,250,000 in an attorney-held client trust account which was released to the sellers, after downward adjustments due to changes in acquired accounts receivable, on May 18, 2018. The balance of the purchase price, after consideration for monthly installment payments, was paid in full on January 5, 2019. 

NOTE 14. STOCKHOLDERS' EQUITY

Convertible Preferred Stock

Each issued Series B Voting, Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. On February 7, 2019, the Company converted 383,919 shares of Series B Voting, Convertible Preferred Stock to 7,678,380 shares of common stock per the request of the shareholder and pursuant to the stock designation. After the conversion, there remain 53,032 shares of Series B Voting, Convertible Preferred Stock outstanding as of September 30, 2019.

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Shares Issued for Services

On August 15, 2019 the Company issued 175,000 shares of its common stock, par value $0.001, as partial payment for services to be rendered in connection with an investment banking engagement letter. The fair market value of the shares, as determined by the closing price of CNCG stock listed at $0.87 on the OTCQB exchange on August 15, 2019, was determined to be $152,250. The terms of the engagement provide for an earn-out of the shares over a 6-month period from the effective date of the agreement. Accordingly, the Company releases a portion of the shares each month. For the three month period ended September 30, 2019, the Company incurred an expense of $37,541 attributed to the release of shares due to 45 days of performance under the engagement. As a non-cash expense, the amount of $37,366 was recorded as additional paid in capital as detailed on the Condensed Consolidated Statements of Stockholders' Equity. The engagement letter also contains a provision for payment of an additional 175,000 shares if the Company is successful in effectuating an up-listing to a national exchange during the term of the engagement. Because of the uncertainty of success, the Company has not accrued any liability for the remittance of these shares and will expense the payment, if any, at the time of issuance.

Accumulated Other Comprehensive Income (Loss)

The following table presents activity for the three months ending September 30, 2019 and year ending June 30, 2019:

Balance as of July 1, 2018	$	148,808
Foreign currency translation (loss)		(44,516	)
Change in short-term investment valuation due to reclassification to earnings		(279,951	)
Balance as of June 30, 2019		(175,659	)
Foreign currency translation		33,949
Balance as of September 30, 2019	$	(141,710	)

NOTE 15. INCOME TAXES

The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts, and for net operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance against deferred tax assets when it is more likely than not that such asset will not be realized. The Company continues to monitor the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets.

The Company accounts for uncertain tax positions in accordance with the authoritative guidance on income taxes under which the Company may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.

As of September 30, 2019, the Company's total unrecognized tax benefits were approximately $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the three months ended September 30, 2019 or 2018.

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded a tax provision of $0.03 million and $0.1 million for the three months ended September 30, 2019 and 2018, respectively. The effective tax rate for the three months ended September 30, 2019 and 2018 differed from the statutory rate primarily due to the mix of non-deductible items. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

The Company is subject to income taxes in the U.S. federal, various states, Canada and New Zealand tax jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s U.S. tax years 2014 through 2018 will remain open for examination by the federal and state authorities which is three and four years, respectively. The Company’s tax years from acquisition through 2018 remain open for examination by Canada and New Zealand authorities which is four years. As of September 30, 2019, there were no active taxing authority examinations.

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NOTE 16. COMMITMENTS AND CONTINGENCIES

Lease Commitments

Refer to Note 6 for the Company's lease commitments and disclosure.

Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$68,984) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$12,543) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.

Other Agreements and Commitments

USCF manages four funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of September 30, 2019 and June 30, 2019 the expense waiver payable was $0.2 million and $0.3 million, respectively. USCF has no obligation to continue such payments for these four funds into subsequent periods.

USCF Advisers previously managed one mutual fund, the USCF Commodity Strategy Fund ("USCFX" and USCIX") until it was liquidated on March 21, 2019. Prior to liquidation, USCF Advisers had an expense waiver provision for the USCF Commodity Strategy Fund, whereby, USCF Advisers reimbursed the USCF Commodity Strategy Fund when fund expenditure levels exceeded a certain threshold amount.  The expense fee waiver terminated upon the liquidation of the fund on March 21, 2019. 

Litigation 

From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. Currently, there are no legal proceedings pending.

Retirement Plan

Wainwright's wholly owned subsidiary USCF, has a 401(k) Profit Sharing Plan covering its employees who are over 21 years of age and who have completed a minimum of 1,000 hours of service and have worked for USCF for one or more years. Participants may make contributions pursuant to a salary reduction agreement. In addition, USCF makes a safe harbor matching contribution. Quarterly profit sharing contributions paid totaled approximately $32 thousand and $0 thousand for each of the three months ended September 30, 2019 and 2018, respectively. 

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NOTE 17. SEGMENT REPORTING

With the acquisition of Wainwright Holdings, Gourmet Foods, Ltd., Brigadier, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified four segments for its products and services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems. Our reportable segments are business units located in different global regions. The Company’s operations in the U.S.A. include the manufacture and wholesale distribution of hair and skin care products by Original Sprout and the income derived from management of various investment funds by our subsidiary Wainwright. In New Zealand operations include the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections through our wholly owned subsidiary Gourmet Foods, Ltd. and in Canada we provide security alarm system installation and maintenance services to residential and commercial customers sold through our wholly owned subsidiary Brigadier. Separate management of each segment is required because each business unit is subject to different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation. Amounts are adjusted for currency translation as of the balance sheet date and presented in US dollars.

The following table presents a summary of identifiable assets as of September 30, 2019 and June 30, 2019:

	September 30, 2019		June 30, 2019
Identifiable assets:
Corporate headquarters	$	4,113,432	$	2,730,805
U.S.A.: beauty products		4,079,035		3,780,278
U.S.A.: fund management		9,817,863		10,878,549
New Zealand: food industry		1,899,700		1,838,800
Canada: security systems		2,372,569		2,025,176
Consolidated total	$	22,282,599	$	21,253,608

The following table presents a summary of operating information for the three months ended September 30:

	2019			2018
Revenues from unaffiliated customers:
U.S.A. : beauty products	$	963,673		$	902,328
U.S.A. : investment fund management		3,040,569			4,222,984
New Zealand : food industry		1,250,331			1,192,996
Canada : security systems		773,277			858,651
Consolidated total	$	6,027,850		$	7,176,959
Net (loss) income:
Corporate headquarters	$	(438,258	)	$	(392,912	)
U.S.A. : beauty products		80,914			108,391
U.S.A. : investment fund management		208,538			414,266
New Zealand : food industry		101,253			13,664
Canada : security systems		102,445			142,545
Consolidated total	$	54,892		$	285,954

The following table presents a summary of net capital expenditures for the three month periods ended September 30:

	2019		2018
Capital Expenditures
U.S.A.: corporate headquarters	$	-	$	-
U.S.A.: beauty products		2,995		1,386
U.S.A.: fund management		-		-
New Zealand: food industry		33,376		13,030
Canada: security systems		609,446		(12,836	)
Consolidated	$	645,817	$	1,580

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The following table represents the property, plant and equipment in use at each of the Company's locations as of September 30, 2019 and June 30, 2019:

	As of September 30, 2019			As of June 30, 2019
Asset Location
Corporate headquarters	$	14,305		$	14,305
U.S.A. : beauty products		13,739			10,745
U.S.A. : investment fund management		-			-
New Zealand : food industry		1,582,168			1,659,186
Canada : security systems		954,033			348,435
Total All Locations		2,564,245			2,032,671
Less accumulated depreciation		(1,264,379	)		(1,275,657	)
Net property, plant and equipment	$	1,299,866		$	757,014

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this quarterly report on Form 10-Q. See "Financial Statements."

Overview

Concierge Technologies, Inc. (“Concierge”) or the (“Company”) conducts business through its wholly-owned operating subsidiaries operating in the U.S., New Zealand and Canada. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:

● Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares that trade on the NYSE Arca stock exchange.

● Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.

● Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. The former business of Kahnalytics, providing live-streaming mobile video on a subscription basis, was insignificant and was terminated after transitioning to the current business of distributing hair and skin care products as of December 18, 2017.

Because the Company conducts its businesses through its wholly-owned operating subsidiaries, the risks related to our wholly-owned subsidiaries are also risks that impact the Company's financial condition and results of operations.  See, "Note 2. Summary of Significant Accounting Policies / Major Customers and Suppliers - Concentration of Credit Risk" in the consolidated financial statements for more information.

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Results of Operations

Concierge and Subsidiaries

For the Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Financial Summary

The table below summarizes each of Concierges subsidiaries into one of two categories. The Wainwright business is included in the Financial Services columns and all other subsidiaries, including Gourmet, Brigadier, and Original Sprout in the Other Operating Units columns. Corporate expenses are included in the Concierge Corporate columns.

($’s in thousands)	Financial Services For the Three Months Ended September 30,												Other Operating Units For the Three Months Ended September 30,												Concierge Corporate For the Three Months Ended September 30,												Consolidated For the Three Months Ended September 30,
	2019			2018			Change						2019			2018			Change						2019			2018			Change						2019		2018			Change
								$		%										$		%										$		%									$		%
Revenue	$	3,041		$	4,223		$	(1,182	)		(28	%)	$	2,987		$	2,954		$	33			1	%													$	6,028	$	7,177		$	(1,149	)		(16	%)
% of total revenue		50	%		59	%					(9	%)		50	%		41	%					9	%
Cost of revenue													$	1,769		$	1,838		$	(69	)		(4	%)													$	1,769	$	1,838		$	(69	)		(4	%)
Gross profit	$	3,041		$	4,223		$	(1,182	)		(28	%)	$	1,218		$	1,116		$	102			9	%													$	4,259	$	5,339		$	(1,080	)		(20	%)
Operating expenses		2,843			3,633		$	(790	)		(22	%)		866			802			64			8	%	$	489		$	335		$	154			46	%		4,198		4,770			(572	)		(12	%)
% of total operating expenses		68	%		76	%					(8	%)		20	%		17	%					3	%		12	%		7	%					5	%
Income (loss) from operations	$	198		$	590		$	(392	)		(66	%)	$	352		$	314		$38			12		%	$	(489	)	$	(335	)	$	(154	)		(46	%)	$	61	$	569		$	(508	)		(89	%)
Other (expense) / income		15			(175	)		190			109	%		6		$	2		$	4		238		%		2			(6	)	$	8			133	%		23		(179	)		202			113	%
Income (loss) before income taxes	$	213		$	415		$	(202	)		(49	%)	$	358		$	316		$	42			13	%	$	(487	)	$	(341	)	$	(146	)		(43	%)	$	84	$	390		$	(306	)		(78	%)

Revenue and Operating Income

Consolidated revenue for the three months ended September 30, 2019 was $6.0 million representing a $1.2 million decrease from the prior year revenue of $7.2 million. While net revenues decreased as a result of lower Fund assets under management ("AUM") from our fund management business by approximately $1.2 million for the three months ended September 30, 2019 as compared to the three months ended September 30, 2018, the corporation's revenues derived from its other operating units were up slightly to $3.0 million which was comparable to the same prior year period, resulting in a net reduction to revenue in the current quarter of approximately 16%. Concierge produced an operating income for the three months ended September 30, 2019 of $0.1 million as compared to $0.6 million for the three months ended September 30, 2018. The decrease in operating income was primarily attributable to lower fund management revenue from Wainwright due to lower AUM.

Other Expenses 

Other (expenses) income, including provision for income tax of $29 thousand and $104 thousand, for the three months ended September 30, 2019 and 2018, were $23 thousand and ($179) thousand for the three months ended September 30, 2019 and 2018, respectively, resulting in a net income before taxes of $84 thousand and $390 thousand, respectively. Provision for income tax for the three months ended September 30, 2019 and 2018 were primarily attributable to our United States operations through our Wainwright subsidiary. 

Net Income

Overall, the net income between the three months ended September 30, 2019 as compared to the three months ended September 30, 2018 decreased by approximately $231 thousand or approximately 81% to approximately $55 thousand from $286 thousand. The reduction in profits for the three months ended September 30, 2019 was primarily attributable to lower fund management revenue from Wainwright due to a lower amount of AUM, partially offset by decreases in Wainwright variable operating expenses, and general and administrative costs. After giving consideration to currency translation gains of $34 thousand our comprehensive income for the three months ended September 30, 2019 was $89 thousand as compared to the three months ended September 30, 2018 where there was a currency translation loss of $12 thousand resulting in comprehensive income of $274 thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates and effects in the valuation of our holdings in New Zealand and Canada.

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Wainwright Holdings

Wainwright was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a registered 1940 Act large cap value equity fund. In January 2010, Ameristock Corporation was spun off as a standalone company. In May 2005, USCF was formed as a single member limited liability company in the state of Delaware. In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust (“ETF Trust”) and in July 2016, the USCF Mutual Funds Trust (“Mutual Funds Trust” and together with “ETF Trust” the “Trusts”) both as open-end management investment companies registered under the Investment Company Act of 1940, as amended ("the 1940 Act"). The Trusts are authorized to have multiple segregated series or portfolios. Wainwright owns all of the issued and outstanding limited liability company membership interests of its subsidiaries, USCF and USCF Advisers, each a Delaware limited liability company and are affiliated companies.  USCF serves as the general partner (“General Partner”) for various limited partnerships (“LP”) and sponsor (“Sponsor”) as noted below. USCF and USCF Advisers are subject to federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended and has registered as a CPO under the CEA. Exchange traded products (“ETPs”) issued or sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933.  Wainwright operates through USCF and USCF Advisers, which collectively operate thirteen exchange-traded products ("ETPs") and exchange traded funds (“ETFs”) listed on they NYSE Arca, Inc. ("NYSE Arca") with a total of approximately $2.2 billion assets under management as of September 30, 2019. Wainwright and subsidiaries USCF and USCF Advisers are collectively referred to as “Wainwright” hereafter. 

USCF is currently the General Partner in the following Securities Act of 1933 LP commodity based index funds and Sponsor (“Sponsor”) for the fund series within the United States Commodity Index Funds Trust (“USCIF Trust”) and the USCF Funds Trust (“USCF Funds Trust”):

USCF is currently the General Partner in the following Securities Act of 1933 LP commodity based index funds and Sponsor (“Sponsor”) for the fund series within the United States Commodity Index Funds Trust (“USCIF Trust”) and the USCF Funds Trust (“USCF Funds Trust”):

USCF as General Partner for the following funds
United States Oil Fund, LP (“USO”)	Organized as a Delaware limited partnership in May 2005
United States Natural Gas Fund, LP (“UNG”)	Organized as a Delaware limited partnership in November 2006
United States Gasoline Fund, LP (“UGA”)	Organized as a Delaware limited partnership in April 2007
United States Diesel Heating Oil Fund, LP (“UHN”)	Organized as a Delaware limited partnership in April 2007; Liquidated September 12, 2018
United States 12 Month Oil Fund, LP (“USL”)	Organized as a Delaware limited partnership in June 2007
United States 12 Month Natural Gas Fund, LP (“UNL”)	Organized as a Delaware limited partnership in June 2007
United States Short Oil Fund, LP (“DNO”)	Organized as a Delaware limited partnership in June 2008; Liquidated September 12, 2018
United States Brent Oil Fund, LP (“BNO”)	Organized as a Delaware limited partnership in September 2009
USCF as fund Sponsor - each a series within the USCIF Trust
United States Commodity Index Funds Trust (“USCIF Trust”)	A series trust formed in Delaware December 2009
United States Commodity Index Fund (“USCI”)	A commodity pool formed in April 2010 and made public August 2010
United States Copper Index Fund (“CPER”)	A commodity pool formed in November 2010 and made public November 2011
United States Agriculture Index Fund (“USAG”)	A commodity pool formed in November 2010 and made public April 2012; Liquidated September 12, 2018
USCF as fund Sponsor - each a series within the USCF Funds Trust
USCF Funds Trust (“USCF Funds Trust”)	A series trust formed in Delaware March 2016
United States 3X Oil Fund (“USOU”)	A commodity pool formed in May 2017 and made public July 2017
United States 3X Short Oil Fund (“USOD”)	A commodity pool formed in May 2017 and made public July 2017

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USCF Advisers serves as the investment adviser to the fund(s) listed below within the Trusts and has overall responsibility for the general management and administration for the Trusts. Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for the Trusts’ fund(s) and manages the investment of the assets.

Advisers as fund manager for each series within the USCF ETF Trust and the USCF Mutual Funds Trust:
USCF ETF Trust (“ETF Trust”)	Organized as a Delaware statutory trust in November 2013
USCF SummerHaven SHPEI Index Fund ("BUY")	Fund launched November 30, 2017
USCF SummerHaven SHPEN Index Fund ("BUYN")	Fund launched November 30, 2017
Stock Split Index Fund (“TOFR”)	Fund launched September 2014; Liquidated October 20, 2017
Restaurant Leaders Index Fund (“MENU”)	Fund launched November 2016; Liquidated October 20, 2017
USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund	Fund launched May 2018
USCF Mutual Funds Trust ("Mutual Funds Trust")	Organized as a Delaware statutory trust in July 2016
USCF Commodity Strategy Fund ("USCFX" and "USCIX")	Fund launched March 2017; Liquidated March 21, 2019

All USCF funds and the Trusts' funds are collectively referred to as the “Funds” hereafter.

Wainwright’s revenue and expenses are primarily driven by the amount AUM. Wainwright earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include Fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM. Total Operating Expenses are grouped into the following financial statement line items: General and Administrative, Marketing, Operations and Salaries and Compensation.

For the Three Months Ended September 30, 2019, Compared to the Three Months Ended September 30, 2018

Revenue

Average AUM for the three months ended September 30, 2019 was at $2.1 billion, as compared to approximately $3.0 billion from the three months ended September 30, 2018 primarily due to a decrease in USO, USCI and UNG AUM. As a result, the revenues from management and advisory fees decreased by approximately $1.2 million, or 28%, to $3.0 million for the three months ended September 30, 2019 as compared to the thee months ended September 30, 2018 where revenues from management and advisory fees totaled $4.2 million.

Expenses

Wainwright’s total operating expenses for three months ended September 30, 2019 decreased by $0.8 million to $2.8 million, or approximately 22%, from $3.6 million for the three months ended September 30, 2018. Variable expenses, as described above, decreased by $0.5 million over the respective three-month period due to lower AUM which reduced variable marketing and distribution expenses, sub-advisory fees and other variable costs. General and Administrative expenses, excluding new fund development cost, for the three months ended September 30, 2019 were $0.3 million as compared to $0.5 million for the three months ended September 30, 2018. Expenses were reduced marginally due to decreases in legal and professional fees. Total marketing expenses decreased $0.3 million to $0.5 million for the three months ended September 30, 2019 as compared to the prior year period due to a decrease of $0.2 million in advertising and marketing conference spend along with a $0.1 million reduction in variable distribution costs as a result of lower AUM. Employee Salaries and Compensation expenses were approximately $1.1 million and $1.0 million for the three months ended September 30, 2019 and September 30, 2018, respectively, with the increase due to accrued vacation and small increases in annual compensation.

Income

Income before income taxes for the three months ended September 30, 2019 decreased $0.2 million to $0.2 million from $0.4 million for three months ended September 30, 2018 due to $1.2 million in lower revenue as a result of lower AUM, offset by a $0.8 million reduction in operating expenses along with a decrease of $0.2 million in other expenses.

Gourmet Foods, Ltd.

Gourmet Foods Limited (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand. Gourmet Foods, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. Gourmet Foods also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers.

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Gourmet Foods operates exclusively in New Zealand and thus the New Zealand dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the US dollar, with that of Gourmet Foods, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of New Zealand currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

For the Three Months Ended September 30, 2019, Compared to the September Ended September 30, 2018

Revenue

Net revenues for the three months ended September 30, 2019 were $1.3 million with cost of goods sold of $0.9 million resulting in a gross profit of $0.4 million, or approximately 30% gross margin, as compared to the year ended September 30, 2018 where net revenues were $1.2 million and cost of goods sold were $0.9 million producing a gross profit of $0.3 million, or approximately 26%.

Expenses

General, administrative and selling expenses, including wages and marketing, for the three month periods ended September 30, 2019 and 2018 were $0.2 million and $0.2 million producing operating income of $0.2 million and $0.1 million, respectively, or approximately 13% net operating profit for the three months ended September 30, 2019 and 8% for the three months ended September 30, 2018. The depreciation expense, provision for income tax, and other income (expense) totaled approximately $0.1 million for the three months ended September 30, 2019 as compared to $0.1 million for the three months ended September 30, 2018. 

Income

Income for the three months ended September 30, 2019, after expenses of approximately $0.3 million, resulted in approximately $116 thousand before income tax provision of approximately $14 thousand resulted in a net income of approximately $102 thousand as compared to a net income of $14 thousand for the three months ended September 30, 2018. Overall, net profit margins for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions and the fluctuation of currency exchange rates with the New Zealand dollar.

Brigadier Security Systems (2000) Ltd.

Brigadier Security Systems (2000) Ltd. (“Brigadier”) was founded in 1985 and through internal growth and acquisitions the core business of Brigadier began in 1998. Today Brigadier is one of the largest SecurTek security monitoring dealers in Saskatchewan with offices in both major urban areas of Regina (dba Elite Security Systems (2005) Ltd.) and Saskatoon. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Brigadier is also a Honeywell Certified Access Control Integrator, Kantech Corporate Certified Integrator and UTC Interlogix Authorized dealer and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm panels, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware, installation service, and a monitoring contract to customers. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company.

Brigadier operates exclusively in Canada and thus the Canadian dollar is its functional currency. In order to consolidate Concierge’s reporting currency, the U.S. dollar, with that of Brigadier, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30. The translation of Canadian currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period.

Gains and losses resulting from foreign currency translations are included in foreign currency translation (loss) gain on the Condensed Consolidated Statements of Comprehensive Income as well as accumulated other comprehensive (loss) income found on the Condensed Consolidated Balance Sheets.

For the Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Revenue

Net revenues for the three months ended September 30, 2019 were $0.8 million with cost of goods sold recorded as approximately $0.4 million, resulting in a gross profit of approximately $0.4 million with a gross margin of approximately 53% as compared to the three months ended September 30, 2018 where net revenues were approximately $0.9 million with cost of goods sold of $0.5 million and a gross profit of $0.4 million, or approximately 47%.

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Expenses

General, administrative and selling expenses for the three months ended September 30, 2019 were $0.3 million producing an operating profit of $0.1 million or approximately 18% as compared to the three months ended September 30, 2018 where operating profits were $0.2 million, or approximately 23%, with general, administrative and selling expenses of $0.2 million.

Income

Other expense comprised of depreciation, income tax, interest income, other income, and gain on sale of assets totaled approximately $40 thousand for the three months ended September 30, 2019 resulting in income after income taxes of approximately $0.1 million as compared to income after income taxes of approximately $0.1 million for the three months ended September 30, 2018 where other expense totaled $50 thousand.

Original Sprout 

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017 (see Note 13 to the Consolidated Financial Statements). For the year ended June 30, 2017 (prior to the acquisition of the Original Sprout assets), Kahnalytics had incurred de minimis operating losses insignificant to the overall enterprise. Prior to the acquisition of the Original Sprout assets, and as of June 30, 2017, the residual business the company was founded to oversee was being wound down and management expected to transition focus to another industry. As of June 30, 2018, this legacy business had been completely wound down.

For the Three Months Ended September 30, 2019 Compared to the Three Months Ended September 30, 2018

Revenue

Net revenues for the three months ended September 30, 2019 were $1.0 million as compared to $0.9 million for the three months ended September 30, 2018. Cost of goods sold for the three months ended September 30, 2019 and 2018 were $0.5 million and $0.5 million, respectively, resulting in a gross profit of approximately $0.5 million and $0.4 million, respectively.

Expenses

General, administrative and selling expenses were approximately $0.3 million resulting in an operating income of approximately $0.2 million, or approximately 17%, as compared to $0.2 million of general, administrative and selling expenses resulting in $0.2 million for the three months ended September 30, 2018, or approximately 19%.

Income

After consideration given to income tax provision, other income, and depreciation expense, the net income for the three months ended September 30, 2019 was approximately $0.1 million as compared to $0.1 million from the prior year comparable period. 

Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to apply necessary resources, which may include experienced personnel, cash, or synergistic acquisitions made with cash, equity or debt, into growing each of our business units to their potential. Original Sprout is in the initial stages of transitioning from a largely boutique offering to a more mainstream product and as such we anticipate measurable growth in revenues for the coming years. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry coupled with expanded product offerings. Similarly, we expect Gourmet Foods to be operating more efficiently under current management and continue to increase market share through additional product offerings and channels to market, including distribution in New Zealand of the products from Original Sprout. Wainwright will continue to develop innovative and new fund products to grow its portfolio. In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing FinTech opportunities in the financial services sector. In a more general sense, the Company is characterizing its business in two categories; 1) financial services and 2) other operating units. The purpose is to isolate the cyclical nature of the financial services business from our other industry segments. As revenues from financial services fluctuate over time due to varying performance of the commodities markets, our other operations are expected to be stable and sustainable by comparison. By these initiatives we seek to:

● continue to gain market share for our wholly-owned subsidiaries’ areas of operation,

● increase our gross revenues and realize net operating profits,

● lower our operating costs by unburdening certain selling expenses to third party distributors,

● have sufficient cash reserves to pay down accrued expenses,

● attract parties who have an interest in selling their privately held companies to us,

● achieve efficiencies in accounting and reporting through consolidated operations of our subsidiaries from a management perspective,

● strategically pursue additional company acquisitions, and

● invest in the development of FinTech opportunities in the financial services space.

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Liquidity and Capital Resources 

Concierge is a holding company that conducts its operations through its subsidiaries. At its holding-company level, its liquidity needs relate to operational expense, the funding of additional business acquisitions and new investment opportunities. Our operating subsidiaries' principal liquidity requirements arise from cash used in operating activities, debt service, and capital expenditures, including purchases of equipment and services, operating costs and expenses, and income taxes.

As of September 30, 2019, we had $6.9 million of cash and cash equivalents on a consolidated basis as compared to $6.5 million as of June 30, 2019. The increase in cash was due to a $606,163 income tax refund from the State of California offset in part by a reduction in accounts payable.

During the current and past fiscal years combined, Concierge has invested approximately $3.5 million in cash towards purchasing and assimilating the Original Sprout assets into the Concierge Technologies group of companies. During the previous years ended June 30, 2016 through June 30, 2017, Concierge invested approximately $3.3 million in cash to acquire Gourmet Foods and Brigadier Security Systems as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. Despite these cash investments, our working capital position remains strong at $12 million and our position has strengthened year-to-year. Management forecasts Wainwright, Gourmet Foods, Brigadier and Original Sprout to all produce a profit during the coming fiscal year and the realization of those profits by Concierge is not expected to be significantly impacted by foreign currency fluctuations against the U.S. dollar during the period. While Concierge intends to maintain and improve its revenue stream from wholly owned subsidiaries, Concierge continues to pursue acquisitions of other profitable companies which meet its target profile. Provided Concierge’s subsidiaries continue to operate as they are presently, and are projected to operate, Concierge has sufficient capital to pay its general and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives.

In relation to the adoption of ASC 842 (see Note 2), the Company recognized $1,150,916 of operating lease liabilities on July 1, 2019. The total amount due under these obligations was $1,062,486 and $0 as of September 30, 2019 and June 30, 2019, respectively. The obligations will amortize over the passage of time through the recognition of periodic rent expense. See Note 6 for further analysis of this obligation.

Borrowings

As of September 30, 2019, we had $1.0 million of related-party and third-party indebtedness on a consolidated basis as compared to $0.7 million as of June 30, 2019. Approximately US$393,353 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. Concierge, without inclusion of its subsidiary companies, as of September 30, 2019 and June 30, 2019, had $0.6 million of related-party indebtedness. We are not required to make interest payments on our related party notes until the maturity date.

Current related party notes payable consist of the following:

	September 30, 2019		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)		3,500		3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

As of September 30, 2019, Brigadier had an outstanding principal balance of CD$520,742 (approx. US$393,353 translated as of September 30, 2019) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of September 30, 2019 and June 30, 2019 reflect the amount of the principal balance which is due within twelve months as a current liability of US$13,153 and a long term liability of US$380,200. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of September 30, 2019, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. Total interest on all loans for the three months ended September 30, 2019 was US$4,885 and US$2,016 for the three months ended September 30, 2018.

Investments

Wainwright, from time to time, provides initial investments in the creation of ETP funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. These investments are described further in Note 7 to our Financial Statements.

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Reverse Stock Split

On November 17, 2017 our Board and the majority stockholders approved the adoption of a one-for-thirty (1:30) reverse stock split whereby each thirty shares of our common stock and Series B Preferred stock issued and outstanding as of the record date established by the Board shall be combined into one share of common stock or preferred stock, as applicable (the “Reverse Stock Split”). The Reverse Stock Split became effective on December 15, 2017 and all share amounts have been retroactively adjusted for this reverse stock split.

Dividends

Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the company to declare and pay dividends. We have paid no dividends and we do not expect to pay any dividends over the next fiscal year.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk.

Concierge is a smaller reporting company and is not required to provide the information required by this item.

Item 4.    Controls and Procedures

Disclosure Controls and Procedures

Concierge maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in Concierge’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

The duly appointed officers of Concierge, including its chief executive officer and chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of Concierge if Concierge had any officers, have evaluated the effectiveness of Concierge’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of Concierge have been effective as of the end of the period covered by this quarterly report on Form 10-Q.

Change in Internal Control Over Financial Reporting

There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Concierge and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. The risks and uncertainties are included in our annual report on Form 10-K filed September 30, 2019 and are not the only risks we face. Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None. 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

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Item 6. Exhibits

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

Exhibit Number	Description of Document
2.1	Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.3
2.2	Stock Purchase Agreement, dated May 27, 2016, by and among Concierge Technologies, Inc., Brigadier Security Systems (2000) Ltd., and the shareholders of Brigadier Security Systems (2000) Ltd.5
2.3	Stock Purchase Agreement, dated September 19, 2016 by and among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto6
2.4	Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.11
2.5	Termination of Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.12
3.1	Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.1
3.2	Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.7
3.3	Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017.7
10.1	Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2
10.2	Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2
10.3	Convertible Promissory Note, dated January 27, 2016, by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc.4
10.4	Amended and Restated Asset Purchase Agreement, dated November 20, 2017, by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.8
14.1	Code of Business Conduct and Ethics10
16.1	Letter dated April 6, 2017, from Kabani and Company, Inc.9
21.1	Concierge Technologies, Inc. - Subsidiary List13
31.1(1)	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.
31.2(1)	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.
32.1(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(1)	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.

101.INS	XBRL Instance Document#
101.SCH	XBRL Taxonomy Extension Schema Document#
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document#
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document#
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document#
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document#

# Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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⁽¹⁾  Filed herewith.

¹Previously filed with Report on Form 10-K on October 8, 2010 and incorporated by reference herein.

²Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.

³Previously filed with Current Report on Form 8-K on June 2, 2015 and incorporated by reference herein.

⁴Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.

⁵Previously filed with Current Report on Form 8-K on June 8, 2016 and incorporated by reference herein.

⁶Previously filed with Current Report on Form 8-K on September 20, 2016 and incorporated by reference herein.

⁷Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

⁸Previously filed with Current Report on Form 8-K on November 21, 2017 and incorporated by reference herein. 

⁹Previously filed with Current Report on Form 8-K on April 6, 2017 and incorporated by reference herein.

¹⁰Previously filed with Current Report on Form 10-K on September 28, 2018 and incorporated by reference herein.

¹¹Previously filed with Current Report on Form 8-K on June 27, 2019 and incorporated by reference herein.

¹²Previously filed with Current Report on Form 8-K on August 2, 2019 and incorporated by reference herein.

¹³Previously filed with Current Report on Form 10-K on September 30, 2019 and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CONCIERGE TECHNOLOGIES, INC.
Dated: November 14, 2019	By:	/s/ Nicholas Gerber
		Nicholas Gerber
		Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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