10-Q

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 December 31, 2017

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.)

29115 Valley Center Rd. K-206

Valley Center, CA 92082

866-800-2978

Fax: 888.312.0124

____________________________________________________

(Address and telephone number of registrant's principal

executive offices and principal place of business)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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	☐	(Do not check if a smaller reporting company)	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 29,559,139 shares of Common Stock, $0.001 par value, and 436,951 shares of Series B Convertible, Voting, Preferred Stock on February 1, 2018. 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 December 31, 2017and June 30, 2017	3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended December 31, 2017 and 2016	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended December 31, 2017 and 2016	5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2017 and 2016	6
Notes to Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3. Quantitative and Qualitative Disclosures About Market Risk	26
Item 4. Controls and Procedures	26
Part II. OTHER INFORMATION	26
Item 1. Legal Proceedings	26
Item 1A. Risk Factors	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	27
Signatures	29

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 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 products and markets;

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

• our ability to successfully penetrate enterprise markets;

• our 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

• our 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, 2017. 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)

	December 31, 2017		June 30, 2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	5,627,099	$	6,730,486
Accounts receivable, net		1,170,918		871,570
Accounts receivable - related parties		1,602,428		1,762,271
Inventories		926,422		444,274
Prepaid income tax and tax receivable		1,629,354		1,276,540
Investments		3,367,855		3,578,749
Other current assets		194,546		369,599
Total current assets		14,518,622		15,033,489
Restricted cash		14,395		14,870
Property and equipment, net		1,262,252		1,159,465
Goodwill		3,355,966		498,973
Intangible assets - net		839,319		899,276
Deferred tax assets, net		1,030,814		1,480,272
Other assets, long-term		518,073		509,538
Total assets	$	21,539,441	$	19,595,883
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	2,332,866	$	2,842,855
Expense waivers - related parties		866,316		589,093
Purchase consideration payable		1,250,000		-
Notes payable - related parties		3,500		3,500
Equipment loans		51,274		17,388
Total current liabilities		4,503,956		3,452,836
Notes payable - related parties		600,000		600,000
Equipment loans, net of current portion		199,075		72,605
Deferred tax liabilities		258,601		258,601
Total liabilities		5,561,632		4,384,042
Conmmitments and Contingencies (Note 16)
Convertible preferred stock, $0.001 par value; 50,000,000 shares authorized
Series B: 0 issued and outstanding at December 31, 2017 and 436,951 at June 30, 2017 1		-		2,011,934
		-		2,011,934
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 shares authorized
Series B: 436,951 issued and outstanding at December 31, 2017 and 0 at June 30, 2017		437		-
Common stock, $0.001 par value; 900,000,000 shares authorized; 29,559,139 shares issued and outstanding at December 31, 2017 and 29,559,139 at June 30, 2017 1		29,559		29,559
Additional paid-in capital		9,186,132		7,174,635
Accumulated other comprehensive income		35,706		119,338
Retained earnings		6,725,976		5,876,375
Total stockholders' equity		15,977,810		13,199,907
Total liabilities, convertible preferred stock, and stockholders' equity	$	21,539,441	$	19,595,883

¹ Share amounts adjusted for 30:1 reverse stock split (Note 14)

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)

	For the Three-Month Periods Ended						For the Six-Month Periods Ended
	December 31,						December 31,
	2017			2016			2017			2016
Net revenue
Fund management - related party	$	4,845,624		$	6,472,531		$	10,003,572		$	12,840,475
Food products		1,235,193			1,203,521			2,497,653			2,394,081
Security alarm monitoring		1,196,215			828,114			1,976,116			1,641,660
Other		88,485			25,039			110,990			89,566
Net revenue		7,365,517			8,529,205			14,588,331			16,965,782
Cost of revenue		1,469,565			1,077,615			2,713,822			2,190,634
Gross profit		5,895,952			7,451,590			11,874,509			14,775,148
Operating expense
General & administrative expense		1,260,409			1,447,594			2,493,885			2,731,253
Fund operations		1,148,466			1,335,265			2,425,009			2,769,467
Marketing		874,948			1,051,152			1,716,100			1,831,683
Depreciation and amortization		115,255			101,188			228,024			199,830
Salaries and compensation		1,821,860			1,909,832			2,949,072			3,260,053
Total Operating Expenses		5,220,938			5,845,031			9,812,090			10,792,286
Income from operations		675,014			1,606,559			2,062,419			3,982,862
Other (expense) income
Other (expense) income		(83,874	)		2,636			(93,925	)		6,816
Interest income		4,182			-			6,345			-
Interest expense		(2,744	)		(5,711	)		(13,789	)		(5,689	)
Total other(expense) income, net		(82,436	)		(3,075	)		(101,369	)		1,127
Income before income taxes		592,578			1,603,484			1,961,050			3,983,989
Provision of income taxes		(614,681	)		(587,038	)		(1,111,449	)		(1,657,049	)
Net (loss) income	$	(22,103	)	$	1,016,446		$	849,601		$	2,326,940
Weighted average shares of common stock
Basic		29,559,139			29,559,139			29,559,139			29,559,139
Diluted		29,559,139			38,298,159			38,298,159			38,298,159
Net (loss) income per common share
Basic	$	(0.00	)	$	0.03		$	0.03		$	0.08
Diluted	$	(0.00	)	$	0.03		$	0.02		$	0.06

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 December 31,					Six Months Ended December 31,
	2017			2016		2017			2016
Net (loss) income	$	(22,103	)	$	1,016,446	$	849,601		$	2,326,940
Other comprehensive (loss) income
Foreign currency translation (loss) gain		(45,704	)		4,714		(38,803	)		(85,460	)
Changes in short-term investment valuation		(36,536	)		-		(44,829	)		(7,121	)
Comprehensive (loss) income	$	(104,343	)	$	1,021,160	$	765,969		$	2,234,359

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

5

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six-Month Periods Ended December 31,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	849,601		$	2,326,940
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		228,024			199,830
Loss (gain) on sale of investments		38,558			-
Loss (gain) on disposal of equipment		(1,660	)		6,220
(Increase) decrease in current assets:
Accounts receivable		(7,309	)		62,600
Accounts receivable - related party		159,844			(78,579	)
Deferred taxes, net		449,458			(197,188	)
Prepaid income taxes		(355,753	)		(437,499	)
Inventory		(155,030	)		(74,549	)
Other assets		184,567			(86,423	)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		(427,525	)		601,393
Expense waivers payable - related party		277,224			490,455
Net cash provided by operating activities		1,239,999			2,813,200
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets		(2,232,172	)		(214,035	)
Purchase of equipment		(246,699	)		(47,346	)
Sale of investments		1,072,019
Purchase of investments		(981,361	)		(842,993	)
Net cash used in investing activities		(2,388,213)			(1,104,374	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equipment loan		178,604			-
Repayment of equipment loan		(21,787	)		-
Loans from related parties		-			(5,000	)
Net cash used in financing activities		156,817			(5,000	)
Effect of exchange rate change on cash and cash equivalents		(111,990	)		(77,147	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,103,387	)		1,626,679
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		6,730,486			5,454,107
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	5,627,099		$	7,080,786
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid - U.S.	$	-		$	5,000
Income taxes paid - U.S.	$	960,800		$	2,200,800
Purchase consideration payable (see Note 13)	$	1,250,000		$	-

6

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 (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

● Kahnalytics, Inc., a U.S. based company, has adopted the fictitious business name of Original Sprout (hereinafter referred to as “Original Sprout”) as of December 18, 2017 and 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, has been transitioned to a major customer in exchange for nominal recurring revenues to commence later in the current fiscal year.

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 2017 Form 10-K filed on October 13, 2017 with the U.S. Securities and Exchange Commission.

Principles of Consolidation

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

Wainwright was acquired during the prior fiscal year. Due to the commonality of ownership and control between the two companies, the transaction has been accounted for as a transaction between entities under common control (Refer to Note 13 of the Financial Statements). The accompanying Financial Statements as of December 31, 2017 and June 30, 2017 include the assets, liabilities and the results of operations of Wainwright at carrying amounts as though the transaction and exchange of equity interests has occurred at the beginning of the comparative period, or July 1, 2016.

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.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.

7

The Company’s subsidiary, Wainwright, maintains cash balances at various high credit quality institutions and from time to time those deposits exceed the FDIC coverage amount of $250,000. As of December 31, 2017 the uninsured amount for Wainwright subsidiaries totaled approximately $3.8 million, though no losses have been realized and none are expected. Cash balances in Canada are maintained at a financial institution in Saskatoon, Saskatchewan by the Company’s subsidiary. Each account is insured up to CD$100,000 by Canada Deposit Insurance Corporation (CDIC). The Company’s subsidiary had an uninsured cash balance in Canada of approximately CD$0.7 million (approximately US$0.5million) at December 31, 2017. Balances at financial institutions within certain foreign countries, including New Zealand where the Company’s subsidiary maintains cash balances, are not covered by insurance. As of December 31, 2017, the Company’s subsidiary had uninsured deposits related to cash deposits in uninsured accounts maintained within foreign entities of approximately NZ$0.6 million (approximately US$0.4 million). The Company has not experienced any losses in such accounts.

Accounts Receivable - Related Parties and Accounts Receivable, net

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 December 31, 2017 and June 30, 2017, there is no allowance for doubtful accounts as all amounts are deemed collectible.

Accounts receivable, net, consist of receivables from the Bridagier, Gourmet Foods and Original Sprout businesses. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily 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 December 31, 2017 and June 30, 2017, the Company had $46,551 and nil, respectively, recorded in doubtful accounts.

Major Customers & Suppliers – Concentration of Credit Risk

Concierge, through Original Sprout, is 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. For the current three and six month periods, Original Sprout, which was acquired on December 18, 2017, included only 13 days of operations in our financial statements. As a result, a list of major customers over this time period would not be indicative of actual concentration of risk with regard to sales revenues or accounts receivable and is therefore omitted.

Concierge, through Brigadier, is dependent upon its contractual relationship with the alarm monitoring company who purchases the monitoring contracts and provides monitoring services to Brigadier’s customers. Sales revenues derived from this customer, which includes contracts and recurring monthly residuals from monitoring contracts, totaled 27% of the total revenues for the three months ended December 31, 2017 and 36% for the six months ended December 31, 2017 as compared to 46% of the total revenues for the three month period ended December 31, 2016 and 46% for the six month period ended December 31, 2016, respectively, while accounting for approximately 19% and 40% of accounts receivable as of December 31, 2017 and June 30, 2017, respectively. Sales to one large customer totaled 32% of the total revenues for the three months ended December 31, 2017 but were insignificant for other comparison periods and not likely to repeat on a regular basis. This customer also accounted for 48% of accounts receivable as of December 31, 2017 as compared to 0% as of June 30, 2017.

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 three months ended December 31, 2017 and 2016, our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 17% and 18%, respectively, of our gross sales revenues as compared to 16% and 18%, respectively, for the six months ended December 31, 2017 and 2016. The same customer accounted for 25% and 26% of our accounts receivable for as of December 31, 2017 and June 30, 2017, respectively. The second largest in the grocery industry accounted for approximately 11% and 11% of our gross revenues for the three and six month periods ended December 31, 2017, respectively, as compared to 11% and 11% of gross revenues for the three and six month periods ended December 31, 2016. The same customer accounted for 14% of our accounts receivable for as of December 31, 2017 compared to 11% as of June 30, 2017. In the gasoline convenience store market we supply two major channels. The largest is a marketing consortium of gasoline dealers who, for the three and six months ended December 31, 2017 accounted for approximately 44% and 42%, respectively, of our gross sales revenues as compared to 43% and 42% for the three and six months ended December 31, 2016. No single member of the consortium is responsible for a significant portion of our accounts receivable. The second largest are independent operators accounting for less than 10% of gross sales however no single independent operator is responsible for a significant portion of our accounts receivable. The third category of independent retailers and cafes accounted for the balance of our gross sales revenue however the group is fragmented and no one customer accounts for a significant portion of our revenues or accounts receivable. Gourmet Foods is not dependent upon any one major supplier as many alternative sources are available in the local market place should the need arise.

8

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 six month revenues as of December 31, 2017 and December 31, 2016 along with the accounts receivable at December 31, 2017 as compared with June 30, 2017 as depicted below.

	Three Months Ended December 31, 2017				Three Months Ended December 31, 2016
	Revenue				Revenue
Fund
USO	$	2,499,615	52	%	$	3,683,953	57	%
USCI		979,375	20	%		1,323,374	20	%
UNG		874,162	18	%		894,996	14	%
All Others		492,472	10	%		570,208	9	%
Total	$	4,845,624	100	%	$	6,472,531	100	%

	Six Months Ended December 31, 2017				Six Months Ended December 31, 2016
	Revenue				Revenue
Fund
USO	$	5,443,460	54	%	$	7,303,214	57	%
USCI		1,957,993	20	%		2,696,650	21	%
UNG		1,572,018	16	%		1,718,109	13	%
All Others		1,030,101	10	%		1,122,502	9	%
Total	$	10,003,572	100	%	$	12,840,475	100	%

	December 31, 2017				June 30, 2017
	Accounts Receivable				Accounts Receivable
Fund
USO	$	799,623	50	%	$	1,060,421	60	%
USCI		326,005	20	%		317,032	18	%
UNG		312,466	20	%		217,760	12	%
All Others		164,334	10	%		167,058	10	%
Total	$	1,602,428	100	%	$	1,762,271	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 six months ended December 31, 2017 and 2016 impairment to inventory value was recorded as $0 and $2,090, respectively. An assessment is made at the end of each fiscal year to determine what inventory items have remained in stock from the close of the previous fiscal year. If such items exist, either a reserve is established to reduce inventory value by the value of these items, or these items are removed from the inventory valuation and recorded as an expense. As of December 31, 2017 and December 31, 2016, the expense for slow moving or obsolete inventory was $0 and $36,239, respectively. As of December 31, 2017 and June 30, 2017 there was no reserve established for slow moving inventory valuation.

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 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

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 six months ended December 31, 2017 or for the year ended June 30, 2017.

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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 six months ended December 31, 2017 or for the year ended June 30, 2017

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 six months ended December 31, 2017 or for the year ended June 30, 2017.

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). 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. There were no transfers between levels during the six months ended December 31, 2017 and 2016.

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 monitoring service in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the delivery has occurred, no other significant obligations of the Company exist, and collectability is probable. Product is considered delivered to the customer once it 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.

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.

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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. Advertising costs for the three and six months ended December 31, 2017 were $0.87 million and $1.72 million, respectively, as compared to $1.05 million and $1.83 million for the three and six month periods ended December 31, 2016.

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. Other comprehensive income, foreign currency translation (loss) gain was approximately ($46) thousand and $5 thousand for the three months ended  December 31, 2017 and 2016, respectively, and approximately ($39) thousand and ($85) thousand for the six months ended December 31, 2017 and 2016, respectively.

Short-term Investment Valuation

Other comprehensive income (loss) attributed to changes in the valuation of short-term investments held for sale by Wainwright was approximately ($37) thousand and $0 for the three months ended December 31, 2017 and 2016, respectively, and approximately ($45) thousand and ($7) for the six months ended December 31, 2017 and 2016.

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 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 each of the three and six months ended December 31, 2017 and 2016, a determination was made that no adjustments were necessary.

Recent Accounting Pronouncements

The Company has reviewed new accounting pronouncements issued between October 13, 2017, 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 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. 

NOTE 3. BASIC AND DILUTED NET INCOME PER SHARE

Basic net (loss) income per share is based upon the weighted average number of common shares outstanding. Diluted net income 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.

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

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

	For the Three Months Ended December 31, 2017
	Net Income			Shares		Per Share
Basic loss per share:
Net loss available to common shareholders	$	(22,103	)		29,559,139	$	(0.00	)
Effect of dilutive securities
Preferred stock Series B		-					-
Diluted loss per share	$	(22,103	)		29,559,139	$	(0.00	)

	For the Three Months Ended December 31, 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,016,446		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	1,016,446		38,298,159	$	0.03

	For the Six Months Ended December 31, 2017
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	849,601		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	849,601		38,298,159	$	0.02

	For the Six Months Ended December 31, 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	2,326,940		29,559,139	$	0.08
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	2,326,940		38,298,159	$	0.06

NOTE 4. INVENTORIES

Inventories consisted of the following as of:

	December 31,		June 30,
	2017		2017
Raw materials	$	47,628	$	43,088
Supplies and packing materials		301,436		125,241
Finished goods		577,358		275,945
Total	$	926,422	$	444,274

NOTE 5. PROPERTY AND EQUIPMENT, NET

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

	December 31, 2017			June 30, 2017
Plant and equipment	$	1,467,151		$	1,460,180
Furniture and office equipment		173,763			162,781
Vehicles		372,190			185,866
Total property, plant and equipment, gross		2,013,104			1,808,827
Accumulated depreciation		(750,852	)		(649,362	)
Total property, plant and equipment, net	$	1,262,252		$	1,159,465

For the three and six month periods ended December 31, 2017 depreciation expense for property, plant and equipment totaled $85,276 and $168,067, respectively, as compared to $71,209 and $139,873 for the three and six month periods ended December 31, 2016, respectively. 

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NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	December 31,			June 30,
	2017			2017
Brand name	$	402,123		$	402,123
Domain name		36,913			36,913
Customer relationships		500,252			500,252
Non-compete agreement		84,982			84,982
Recipes		21,601			21,601
Total		1,045,871			1,045,871
Less : accumulated amortization		(206,552	)		(146,595	)
Net intangibles	$	839,319		$	899,276

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.

	December 31,			June 30,
	2017			2017
Customer relationships	$	500,252			500,252
Less: accumulated amortization		(84,902	)		(59,684	)
Total customer relationships, net	$	415,350			440,568

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.

	December 31,			June 30,
	2017			2017
Brand name	$	402,123		$	402,123
Less: accumulated amortization		(68,931	)		(48,660	)
Total brand name, net	$	333,192		$	353,463

DOMAIN NAME

On August 11, 2015, the Company acquired Gourmet Foods. 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.

	December 31,			June 30,
	2017			2017
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(15,297	)		(11,576	)
Total brand name, net	$	21,616		$	25,337

RECIPES

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.

	December 31,			June 30,
	2017			2017
Recipes	$	21,601		$	21,601
Less: accumulated amortization		(10,435	)		(8,257	)
Total recipes, net	$	11,166		$	13,344

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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.

	December 31,			June 30,
	2017			2017
Non-compete agreement	$	84,982		$	84,982
Less: accumulated amortization		(26,986	)		(18,418	)
Total non-compete agreement, net	$	57,996		$	66,564

AMORTIZATION EXPENSE

The total intangible amortization expense for the three and six months ended December 31, 2017 was $29,979 and $59,957, respectively, as compared to $29,979 and $59,957, respectively, for the three and six months ended December 31, 2016.

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

Years Ending June 30,	Expense
2018	$	59,468
2019		118,937
2020		118,937
2021		108,648
2022		90,237
Thereafter		343,092
Total	$	839,319

NOTE 7. INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

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 with unrealized holding gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary, which are included in the consolidated statements of operations and comprehensive income (loss). As of December 31, 2017 and June 30, 2017, investments were approximately $3.4 million and $3.6 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 December 31, 2017 and June 30, 2017, there were no investments requiring the equity method investment accounting.

Investments measured at estimated fair value consist of the following as of December 31, 2017 and June 30, 2017:

	December 31, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	479,910	$	-	$	-		$	479,910
USCI mutual fund investment		2,500,000		203,720		-			2,703,720
Hedged asset		395,000		-		(211,912	)		183,088
Other equities		1,577		-		(440	)		1,137
Total short-term investments	$	3,376,487	$	203,720	$	(212,352	)		3,367,855

	June 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	86,204	$	-	$	-		$	86,204
USCI mutual fund investment		2,500,000		-		(49,080	)		2,450,920
MENU ETF investment		768,427		41,473		-			809,900
Hedged asset		187,000		43,746		-			230,746
Other equities		1,577		-		(598	)		979
Total short-term investments	$	3,543,208	$	85,219	$	(49,678	)	$	3,578,749

The following tables summarize the valuation of the Company’s securities at December 31, 2017 and June 30, 2017 using the fair value hierarchy:

	December 31, 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	479,910	$	479,910	$	-	$	-
Mutual fund investment		2,703,720		2,703,720		-		-
Hedge asset		183,088		-		183,088		-
Other equities		1,137		1,137		-		-
Total	$	3,367,855	$	3,184,767	$	183,088	$	-

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	June 30, 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	86,204	$	86,204	$	-	$	-
Mutual fund investment		2,450,920		2,450,920		-		-
ETF investment		809,900		809,900		-		-
Hedge asset		230,746		-		230,746		-
Other equities		979		979		-		-
Total	$	3,578,749	$	3,348,003	$	230,746	$	-

During the three and six months ended December 31, 2017 and 2016, there were no transfers between Level 1 and Level 2.

NOTE 8. OTHER ASSETS

Other Current Assets

Other current assets totaling $194,546 as of December 31, 2017 and $369,599 as of June 30, 2017 are comprised of various components as listed below.

	December 31,		June 30,
	2017		2017
Prepaid expenses and deposits	$	190,546	$	212,301
Notes receivable		-		150,000
Other current assets		4,000		7,298
Total	$	194,546	$	369,599

Restricted Cash

At December 31, 2017 Gourmet Foods had on deposit NZ$20,000 (approximately US$14,395) securing a lease bond for one of its properties. The same amount was posted at June 30, 2017 and translated to approximately US$14,870. 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 $518,073 and $509,538 at December 31, 2017 and June 30, 2017, respectively, were attributed to Wainwright and Original Sprout and consisted of

(i)	$500,000 as of December 31, 2017 and June 30, 2017 representing 10% equity investment in a registered investment adviser accounted for on a cost basis,
(ii)	and $18,073 as of December 31, 2017 and $9,538 at June 30, 2017 representing deposits and prepayments of rent.

NOTE 9. GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. There was no goodwill impairment for the three and six months ended December 31, 2017 and 2016.

NOTE 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	December 31, 2017		June 30, 2017
Accounts payable	$	1,179,137	$	1,781,772
Accrued interest		44,650		32,410
Taxes payable		-		123
Deferred rent		9,201		13,402
Accrued payroll and vacation pay		395,042		349,507
Other accrued expenses		704,836		665,641
Total	$	2,332,866	$	2,842,855

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NOTE 11. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	December 31, 2017		June 30, 2017
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 and six months ended December 31, 2017 were $6,120 and $12,239, respectively, and for the three and six months ended December 31, 2016 the interest expense (as adjusted) for all related party notes were $71 and $141, 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 $4.8 million and $10 million for the three and six months ended December 31, 2017, respectively, were earned from these related parties as compared to $6.5 million and $12.8 million for the three and six month periods ended December 31, 2016. Accounts receivable, totaling $1.6 million and $1.8 million as of December 31, 2017 and June 30, 2017, respectively, were owed from these related parties. Fund expense waivers, totaling $0.2 million and $0.4 million for the three and six months ended December 31, 2017, respectively, were incurred on behalf of these related parties as compared to $0.1 million and $0.4 million for the three and six month periods ended December 31, 2016. Waivers payable, totaling $0.9 million and $0.6 million as of December 31, 2017 and June 30, 2017, respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note 16 to the Financial Statements.

NOTE 12. EQUIPMENT LOANS

As of December 31, 2017, Brigadier had, in the aggregate, an outstanding principal balance of CD$314,817 (approx. US$250,349) related to new vehicle purchases. For each vehicle purchased, the loan principal together with interest is amortized over 60 equal monthly installments. The Consolidated Balance Sheets as of December 31, 2017 and June 30, 2017 reflect the amount of the principal balance which is due within twelve months as a current liability of US$51,274 and US$17,388, respectively. Principal amounts under the loans which is due after twelve months are recorded in long term liabilities as US$199,075 and US$72,605 at December 31, 2017 and June 30, 2017 respectively. Interest on the loans is expensed or accrued as it becomes due. Total interest on all vehicle loans for the three and six months ended December 31, 2017 and was US$2,712 and $4,866, respectively, as compared to $0 and $0 for the three and six month periods ended December 31, 2016.

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	$	325,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Goodwill – provisional (1)		2,856,993
Total Purchase Price	$	3,482,172

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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 to be released to the sellers, subject to any downward purchase price adjustment, on May 18, 2018. The balance of the purchase price, $1,250,000, subject to downward adjustment for prior payments, is due by January 5, 2019 and is secured by a promissory note from Kahnalytics and a corporate guarantee from Concierge Technologies.

⁽¹⁾ Values have been allocated to tangible assets and goodwill on a provisional basis while the Company completes its asset valuation and awaits the findings of an independent valuation of the intangible assets including the provisional goodwill amount of $2,856,993.

Wainwright Holdings, Inc.

On December 9, 2016, the Company closed a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company and Wainwright and each of the shareholders of Wainwright common stock (the “Wainwright Sellers”), pursuant to which the Wainwright Sellers agreed to sell, and the Company agreed to purchase 1,741 shares of Wainwright common stock, par value $0.01 per share, (the “Wainwright Common Stock”), which represents all of the issued and outstanding Wainwright Common Stock, in exchange for: (i) 27,293,330 shares (as adjusted approximately for the 1 for 30 reverse stock split effective on December 15, 2017) of Company Common Stock, and (ii) 311,804 (as adjusted approximately for the 1 for 30 reverse stock split effective on December 15, 2017) shares of Company Preferred Stock (which preferred shares are convertible into approximately 6,236,079 shares of Company Common Stock). Wainwright and the Company have a commonality of ownership and control as represented by the shareholdings, either directly or beneficially, of Nicholas Gerber and Scott Schoenberger as a group pursuant to the aforementioned Purchase Agreement and a voting agreement which gives them control of over 50% of Wainwright and over 50% of Concierge both before and after the business combination. Accordingly, the acquisition has been recorded as a transaction between entities under common control in the accompanying financial statements. Further, the accompanying financial statements have been adjusted to include the carrying value of assets, liabilities, equity and operations of Wainwright as if the transaction had concluded on July 1, 2015. The Wainwright assets, liabilities and shareholders' equity were recorded at their historical values with no step-up or adjustment to fair market value.

NOTE 14. STOCKHOLDERS' EQUITY

Reverse Stock Split

On November 17, 2017, the Board of Directors (the “Board’) of the Company approved the implementation of a one-for-thirty (1:30) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”).  The Reverse Stock Split became effective when trading opened on December 15, 2017. The Reverse Stock Split was previously approved by the Company’s shareholders pursuant to a majority written consent and by the Board pursuant to unanimous written consent on February 13, 2017. The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of 2017.  The number of the Company’s authorized shares of common stock did not change. All figures have been presented on the basis of reverse split where ever applicable for all the periods presented in these financial statements.

Convertible Preferred Stock

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. The Series B stock is eligible for conversion only after the elapse of 270 days from the date of issuance has transpired, and provided there are sufficient authorized, unissued, shares of common stock available to convert all shares of Series B Voting, Convertible Preferred Stock.

Prior to the Reverse Stock Split, the Company did not have sufficient authorized, unissued, shares of common stock available to convert all shares of Series B Voting, Convertible Preferred Stock. Accordingly, the Series B Voting, Convertible Preferred Stock was reclassified to the mezzanine section as a contingent liability on the Company’s prior Consolidated Balance Sheets with other equity accounts being adjusted to reflect the historical cost basis of Wainwright. As a result of the Reverse Stock Split, sufficient shares were made available to allow for conversion of the Series B Voting, Convertible, Preferred Stock such that the shares have been reclassified to the equity section of the Consolidated Balance Sheet as of December 31, 2017.

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 December 31, 2017, the Company's total unrecognized tax benefits were approximately $0.2 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax provisions as a component of tax expense. There is no interest or penalties to be recognized for the six month periods ended December 31, 2017 or 2016.

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 $1.1 million and $1.7 million from its operations for the six months ended December 31, 2017 and December 31, 2016, respectively. The effective tax rate for the three and six months ended December 31, 2017 and 2016 differed from the statutory rate primarily due to the net charge related to the Tax Cuts and Jobs Act ("TCJA") and the mix of non-deductible items.

On December 22, 2017, the TCJA was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect the Company, such as imposing a one-time transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. The TCJA requires a one-time transition tax on deferred foreign income not previously subject to U.S. income tax at a rate of 15.5% for foreign cash and certain other net current assets, and 8% on the remaining income. The TCJA also reduces the U.S. federal statutory tax rate from 35% to 21% effective January 1, 2018. For fiscal year 2018, the blended U.S. federal statutory tax rate is 28%. This is the result of using the tax rate of 35% for the first and second quarter of fiscal year 2018 and the reduced tax rate of 21% for the third and fourth quarter of fiscal year 2018. The TCJA includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”) measure that taxes certain payments between a U.S. corporation and its subsidiaries. The GILTI and BEAT provisions of the TCJA will be effective beginning  July 1, 2018.

The TCJA is effective in the second quarter of fiscal year 2018. During the second quarter of fiscal year 2018, the Company recorded a charge of $0.05 million related to the TCJA, due to the impact of the one-time transition tax on the deemed repatriation of deferred foreign income of $1.0 million.

To calculate the transition tax, the Company estimated the deferred foreign income for fiscal year 2017 and the first and second quarter of fiscal year 2018 because these tax returns are not complete or due. The fiscal year 2017 and fiscal year 2018 taxable income will be known once the respective tax returns are complete and filed.

In addition, the Company recorded a $0.5 million expense during the quarter ended December 31, 2017 from the impact of changes in the tax rate, primarily on deferred tax assets and liabilities, which was included in provision for income taxes on the consolidated income statements and deferred income taxes on the consolidated balance sheet. The remeasurement of the deferred taxes reflects the reduced rate that will apply when these deferred taxes are settled or realized in future periods.

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 tax years 2013 through 2017 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 2017 remain open for examination by Canada and New Zealand authorities which is four years. As of December 31, 2017, there were no active taxing authority examinations.

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NOTE 16. COMMITMENTS AND CONTINGENCIES

Lease Commitments

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including vehicles. These leases are generally for three-year terms, with options to renew for additional three-year periods. The leases mature between August 2018 and August 2021, and require monthly rental payments of approximately US$11,474 translated to U.S. currency as of December 31, 2017.

Future minimum lease payments for Gourmet Foods are as follows:

Year Ended June 30,	Lease Amount
2018	$	68,844
2019		61,352
2020		18,110
2021		10,516
2022		1,753
Total minimum lease commitment	$	160,575

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$78,058) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$14,395) 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.

Brigadier leases office and storage facilities in Saskatoon and Regina, Saskatchewan. Only the Saskatoon facility has an extended lease where the minimum lease obligations through their expiry dates are indicated as below and require monthly payments of approximately US$4,488 translated to U.S. currency as of December 31, 2017.

Future minimum lease payments for Brigadier are as follows:

Year Ended June 30,	Lease Amount
2018	$	17,385
2019		31,873
Total minimum lease commitment	$	49,258

The total amount of rent paid by our foreign subsidiaries, including the minimum lease payments as noted above, for the three and six months ended December 31, 2017 translated to U.S. currency using the period-average translation rate was $39,687 and $80,049, respectively, as compared to the three and six month periods ended December 31, 2016 of $38,498 and $77,130, respectively.

Wainwright leases office space in Oakland, California under an operating lease, which expires in October 2018. Rent expense was $36,175 and $72,340 for the three and six months ended December 31, 2017, respectively, as compared to $36,917 and $71,608 for the three and six month periods ended December 31, 2016, respectively.

Future minimum rental payments required under the operating lease, which has remaining non-cancellable lease terms in excess of one year, are as follows:

Year Ended June 30,	Lease Amount
2018	$	68,000
2019		45,000
Total minimum lease commitment	$	113,000

Original Sprout currently sub-leases office and warehouse space in San Clemente, CA without a formal lease agreement until March 1, 2018, where after a new three-year lease takes effect. The total amount of rent paid for the three-month period ended December 31, 2017 was $2,331 with no rent being paid prior to December 18, 2017. The new lease will require monthly payments of approximately $7,805 with increases annually thereafter. Future minimum lease payments required under the new lease commencing on March 1, 2018 are as follows.

Year Ended June 30,	Lease Amount
2018	$	31,220
2019		93,788
2020		95,804
2021		66,216
Total minimum lease commitment	$	287,028

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Other Agreements and Commitments

USCF Advisers has entered into expense limitation agreements with one of the funds it manages under which USCF Advisers has agreed to waive, reimburse fees or pay fund expenses in order to limit the fund’s total annual operating expenses to certain threshold amounts. The USCF Commodity Strategy Fund expense limitation agreement remains in effect until July 31, 2018 and limits fund expenses to 1.30% and 0.95% of the funds average daily net assets for the Class A and Class I shares classes, respectively. After such dates, USCF Advisers may terminate the expense limitation agreements at any time upon not less than 90 days’ notice to the respective fund trust boards.

USCF manages seven funds which have expense waiver provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain thresholds amounts. As of December 31, 2017 and June 30, 2017 the expense waiver payable was $866,316 and $589,093, respectively. Expense waiver expense for the three and six months ended December 31, 2017 was $218,000 and $408,000, respectively, as compared to $239,000 and $490,000 for the three and six months ended December 31, 2016. However, USCF has no obligation to continue such payments into subsequent periods.

Litigation

From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. In management’s opinion, the legal proceedings are not expected to have a material effect on the Company’s financial position or results of operations.

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 an annual safe harbor matching contribution. Annual profit sharing contributions paid totaled approximately $84 thousand and $63 thousand for each of the years ended June 30, 2017 and 2016, respectively.

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 monitoring. 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 all-natural 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 monitoring 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 December 31, 2017 and June 30, 2017:

	December 31, 2017		June 30, 2017
Identifiable assets:
Corporate headquarters	$	1,419,122	$	3,302,979
U.S.A. : fund management		12,597,454		12,721,559
U.S.A. : beauty products and other		3,725,181		89,459
New Zealand : food industry		1,962,633		2,203,725
Canada : security alarm monitoring		1,835,051		1,278,161
Consolidated total	$	21,539,441	$	19,595,883

The following table presents a summary of operating information for the three months ended December 31, 2017 and 2016:

	Three-Months Ended December 31, 2017			Three Months Ended December 31, 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	88,485		$	25,039
U.S.A. : investment fund management		4,845,624			6,472,531
New Zealand : food industry		1,235,193			1,203,521
Canada : security alarm monitoring		1,196,215			828,114
Consolidated total	$	7,365,517		$	8,529,205
Net (loss) income after taxes:
Corporate headquarters	$	(700,146	)	$	(158,992	)
U.S.A. : beauty products and other		(30,071	)		(16,035	)
U.S.A. : investment fund management		474,172			1,068,716
New Zealand : food industry		11,311			17,154
Canada : security alarm monitoring		222,631			105,603
Consolidated total	$	(22,103	)	$	1,016,446

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The following table presents a summary of operating information for the six months ended December 31, 2017 and 2016:

	Six-Months Ended December 31, 2017			Six Months Ended December 31, 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	110,990		$	89,566
U.S.A. : investment fund management		10,003,572			12,840,475
New Zealand : food industry		2,497,653			2,394,081
Canada : security alarm monitoring		1,976,116			1,641,660
Consolidated total	$	14,588,331		$	16,965,782
Net (loss) income after taxes:
Corporate headquarters	$	(1,372,748	)	$	(337,906	)
U.S.A. : beauty products and other		(26,085	)		(32,867	)
U.S.A. : investment fund management		1,898,300			2,486,232
New Zealand : food industry		18,830			(7,640	)
Canada : security alarm monitoring		331,304			219,121
Consolidated total	$	849,601		$	2,326,940

The following table presents a summary of capital expenditures, net of disposal gains and losses, for the three months ended December 31, 2017 and 2016:

Capital expenditures:	Three Months Ended December 31, 2017		Three Months Ended December 31, 2016
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		9,356		5,521
Canada : security alarm monitoring		-		4,442
Consolidated total	$	9,554	$	9,963

The following table presents a summary of capital expenditures, net of disposal gains and losses, for the six months ended December 31, 2017 and 2016:

Capital expenditures:	Six Months Ended December 31, 2017		Six Months Ended December 31, 2016
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		59,386		43,049
Canada : security alarm monitoring		187,115		4,297
Consolidated total	$	246,699	$	47,346

NOTE 18.  SUBSEQUENT EVENTS

The Company evaluated subsequent events for recognition and disclosure through the date the financial statements were issued or filed. Nothing has occurred outside normal operations since that required recognition or disclosure in these financial statements.

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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, respectively. 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 (“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 manufacture and wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale from its location in San Clemente, California

Results of Operations

Concierge and Subsidiaries

With the acquisition of Wainwright, where Wainwright and Concierge have a commonality of ownership and control as represented by the shareholdings, the acquisition has been recorded as a transaction between entities under common control on the Consolidated Balance Sheets of the Company. Further, the Consolidated Statements of Operations and Comprehensive Income have been adjusted to include the operations of Wainwright as if the transaction had concluded on July 1, 2015.

For the Three Months Ended December 31, 2017 Compared to the Three Months Ended December 31, 2016

Operating Income

Concierge produced an operating income for the three months ended December 31, 2017 of approximately $0.7 million as compared to approximately $1.6 million for the three months ended December 31, 2016. This represents a decrease in operating income of approximately $0.9 million for the three months ended December 31, 2017 when compared to the three months ended December 31, 2016, or approximately 58%. The decrease in operating income is primarily attributable to lower Wainwright revenue due to lower assets under management plus transaction costs incurred while acquiring Original Sprout as well as increased advertising and marketing costs during the current year connected to the preparation of new product offerings.

Other Expenses and Income Taxes

Other expenses were $82 thousand and $3 thousand for the three months ended December 31, 2017 and 2016, respectively, influenced by a write-off of $150 thousand taken for a doubtful loan receivable. Provision for income taxes of $0.6 million (effective tax rate of 104%) compared to $0.6 million (effective tax rate of 37%) for the three months ended December 31, 2017 and 2016, was a result of new federal income tax laws not taking effect until of January 1, 2018, but having an effect on tax provisions recorded for the quarter ended December 31, 2017 and the overall estimated tax for the fiscal year ending June 30, 2018.  After recording a provision for income tax, net income (loss) for the three month periods ended December 31, 2017 and 2016 was ($22) thousand and $1.0 million, respectively. After giving consideration to currency translation losses of approximately ($46) thousand and changes in short-term investment valuations of approximately ($37) thousand, the comprehensive (loss) for the three months ended December 31, 2017 was approximately ($104) thousand as compared to the three months ended December 31, 2016 where the currency translation gain was approximately $5 thousand, the changes in short term investment valuation was nil, and the comprehensive income was approximately $1.0 million. 

For the Six Months Ended December 31, 2017 Compared to the Six Months Ended December 31, 2016

Operating Income

Concierge produced an operating income for the six months ended December 31, 2017 of approximately $2.1 million as compared to approximately $4.0 million for the six months ended December 31, 2016. This represents a decrease in operating income of approximately $1.9 million for the six months ended December 31, 2017 when compared to the six months ended December 31, 2016, or approximately 50%. The decrease in operating income is primarily attributable to lower Wainwright revenue due to lower assets under management plus transaction costs incurred while acquiring Original Sprout as well as increased advertising and marketing costs during the current year connected to the preparation of new product offerings.

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Other Expenses and Income Taxes

Other expenses were $101 thousand and other income was $1 thousand for the six months ended December 31, 2017 and 2016, respectively. A reduction in provision for income taxes to $1.1 million compared to $1.7 million for the six months ended December 31, 2017 and 2016, respectively, was a result of lower operating income in the current period offset somewhat by higher effective tax rates in 2017 resulting from enactment of new tax laws taking effect during our current fiscal year. The resulting net income for the six months ended December 31, 2017 and 2016 was $0.8 million and $2.3 million, respectively. After giving consideration to currency translation loss of ($39) thousand and changes in short-term investment valuations of ($45) thousand, the comprehensive income for the six months ended December 31, 2017 was approximately $0.8 million as compared to the six months ended December 31, 2016 where the currency translation loss was approximately $85 thousand, the losses in short term investment valuation were approximately $7 thousand, and the comprehensive income was $2.2 million. 

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 and 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.  USCF Advisers advises two exchange traded funds (“ETFs”) and one commodity mutual fund registered with the SEC under the Investment Company Act of 1940. 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 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
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
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
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

In addition, USCF is the sponsor of the USCF Funds Trust, with its series, the REX S&P MLP Fund (“RMLP”) and the REX S&P MLP Inverse Fund (“MLPD”), are currently in registration and have not commenced operations (together, the “REX Funds”), and the USCIF Trust, with its USCF Canadian Crude Oil Index Fund ("UCCO"), is currently in registration but has not commenced operations.

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 Mutual Funds Trust ("Mutual Funds Trust")
USCF Commodity Strategy Fund ("USCFX" and "USCIX")	Fund launched March 2017

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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 of Fund assets under management (“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 December 31, 2017, Compared to the Three Months Ended December 31, 2016

Average AUM for the three months ended December 31, 2017 decreased to $3.6 billion, or 27%, from the three-month average of $4.9 billion for the three months ended December 31, 2016. As a result of decreased AUM revenues also decreased 25%, or $1.62 million, to $4.85 million from $6.47 million over the respective three-month period.

Wainwright’s total Operating Expenses for three months ended December 31, 2017 decreased by $0.60 million to $4.26 million, or 12%, from $4.86 million for the three months ended December 31, 2016. Variable expenses, as described above, decreased $0.39 million over the respective three-month period due to lower AUM which reduced sub-advisory fees and other variable costs, but were partially offset by operating costs of new funds and fixed minimum costs of smaller funds. General and Administrative expenses decreased $0.36 million to $0.70 million for the three months ended December 31, 2017 from $1.06 million for the three months ended December 31, 2016 due to decreases in legal and professional fees.  Marketing expenses had a small decrease of $0.06 million to $0.85 million for the three months ended December 31, 2017 as compared to the comparable prior year period even though advertising expenses increased by $0.83 million as a result of continued new fund marketing efforts and branding, but were substantially offset by a reduction in variable distribution costs as a result of lower AUM. Employee Salaries and Compensation expenses were approximately $1.52 million for both respective three month periods.

Income before taxes for the three months ended December 31, 2017 decreased $1.13 million to $0.48 million from $1.61 million for three months ended December 31, 2016 primarily due to the $1.62 million decrease in revenue and a $0.15 million investment loan write-off, partially offset by decreases Operations expenses and General and Administrative expenses.

For the Six Months Ended December 31, 2017, Compared to the Six Months Ended December 31, 2016

Average AUM for the six months ended December 31, 2017 decreased to $3.7 billion, or 23%, from the six-month average of $4.8 billion for the six months ended December 31, 2016. As a result of decreased AUM revenues also decreased 22%, or $2.8 million, to $10.0 million from $12.8 million over the respective six-month period.

Wainwright’s total Operating Expenses for six months ended December 31, 2017 decreased by $0.87 million to $7.92 million, or 10%, from $8.79 million for the six months ended December 31, 2016. Variable expenses, as described above, decreased $0.78 million over the respective six-month period due to lower AUM which reduced sub-advisory fees and other variable costs, but were partially offset by operating costs of new funds and fixed minimum costs of smaller funds. General and Administrative expenses decreased $0.51 million to $1.32 million for the six months ended December 31, 2017 from $1.83 million for the six months ended December 31, 2016 due to decreases in fund expense waiver reimbursements based on contractual expense thresholds for certain funds and decreases in legal fees. Marketing expenses had a small decrease of $0.03 million to $1.64 million for the six months ended December 31, 2017 as compared to the comparable prior year period even though advertising expenses increased by $0.12 million as a result of continued new fund marketing efforts and branding, but were substantially offset by a reduction in variable distribution costs as a result of lower AUM. Employee Salaries and Compensation expenses were approximately $2.4 million for both respective six month periods.

Net income before taxes for the three months ended December 31, 2017 decreased $2.12 million to $1.94 million from $4.06 million for three months ended December 31, 2016 primarily due to the $2.8 million decrease in revenue partially offset by decreases in Operations expenses and General and Administrative expenses.

Gourmet Foods, Ltd.

Gourmet Foods, Ltd. (“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. Concierge purchased all of the issued and outstanding shares of Gourmet Foods as of August 1, 2015 even though the transaction did not officially close until August 11, 2015.

23

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 the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Consolidated Balance Sheets.

For the Three Months Ended December 31, 2017 Compared to the Three Months Ended December 31, 2016

Net revenues for the three months ended December 31, 2017 were $1.2 million with cost of goods sold of $0.9 million resulting in a gross profit of $0.3 million as compared to the three months ended December 31, 2016 where net revenues were $1.2 million; cost of goods sold were $0.8 million; and gross profit was $0.4 million.

General, administrative and selling expenses, including wages and marketing, for the three months ended December 31, 2017 and the three months ended December 31, 2016 were $0.3 million and $0.3 million producing operating income of $84 thousand and $93 thousand, respectively, or approximately 7% net operating profit for three months ended December 31, 2017 as compared to 8% for the three months ended December 31, 2016.

The depreciation expense, income tax provision and other income totaled $73 thousand for the three months ended December 31, 2017 as compared to $76 thousand for the three months ended December 31, 2016, resulting in income after income taxes of approximately $11 thousand as compared to income after income taxes of $17 thousand, respectively.

For the Six Months Ended December 31, 2017 Compared to the Six Months Ended December 31, 2016

Net revenues for the six months ended December 31, 2017 were $2.5 million with cost of goods sold of $1.8 million resulting in a gross profit of $0.7 million as compared to the six months ended December 31, 2016 where net revenues were $2.4  million; cost of goods sold were $1.6 million; and gross profit was $0.7 million.

General, administrative and selling expenses, including wages and marketing, for the three months ended December 31, 2017 and the six months ended December 31, 2016 were $0.6 million and $0.6 million producing operating income of $164 thousand and $122 thousand, respectively, or approximately 7% net operating profit for six months ended December 31, 2017 as compared to 5% for the six months ended December 31, 2016.

The depreciation expense, income tax provision and other income totaled $150 thousand for the six months ended December 31, 2017 as compared to $130 thousand for the six months ended December 31, 2016, resulting in income after income taxes of approximately $19 thousand as compared to a loss after income taxes of approximately $8 thousand, respectively.

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 (under the fictitious business name of “Elite Security”) and Saskatoon. SecurTek is owned by Saskatchewan's publicly-owned telecommunications utility with well over 100,000 customers across Canada. Brigadier is also a Honeywell Certified Access Control Distributor, Kantech Global Dealer and UTC Interlogix Security Pro dealer and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, camera monitoring, motion detection, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware to customers and a full-time monitoring of the premises. The contract for monitoring the premises` is then conveyed to a third-party telecom in exchange for recurring residuals based on subscriber contracts.

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 the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Condensed Consolidated Balance Sheets.

For the Three Months Ended December 31, 2017 Compared to the Three Months Ended December 31, 2016

Net revenues for the three months ended December 31, 2017 were $1.2 million with cost of goods sold recorded as $0.6 million, resulting in a gross profit of $0.6 million with a gross margin of approximately 53% as compared to the three months ended December 31, 2016 where net revenues were $0.8 million with cost of goods sold of $0.5 million and a gross profit of $0.3 million, or approximately 58%.

General, administrative and selling expenses for the three months ended December 31, 2017 were $0.3 million producing an operating profit of $0.3 million or approximately 24% as compared to the three months ended December 31, 2016 where operating profits were $0.1 million, or approximately 17%, with general, administrative and selling expenses of $0.3 million.

24

Other expense comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $66 thousand for the three months ended December 31, 2017 resulting in income after income taxes of $0.2 million as compared to a net profit of $0.1 million for the three months ended December 31, 2016 where other expense totaled $37 thousand.

For the Six Months Ended December 31, 2017 Compared to the Six Months Ended December 31, 2016

Net revenues for the six months ended December 31, 2017 were $2.0 million with cost of goods sold recorded as approximately $0.9 million, resulting in a gross profit of  approximately $1.1 million with a gross margin of approximately 53% as compared to the six months ended December 31, 2016 where net revenues were approximately $1.6 million with cost of goods sold of $0.7 million and a gross profit of $0.9 million, or approximately 57%.

General, administrative and selling expenses for the six months ended December 31, 2017 were $0.7 million producing an operating profit of $0.4 million or approximately 21% as compared to the six months ended December 31, 2016 where operating profits were $0.3 million, or approximately 19%, with general, administrative and selling expenses of $0.6 million.

Other expense comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $90 thousand for the six months ended December 31, 2017 resulting in income after income taxes of $0.3 million as compared to income after income taxes of $0.2 million for the six months ended December 31, 2016 where other expense totaled $88 thousand.

Original Sprout

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017 (see Note 13 to the Financial Statements). For the years ended June 30, 2017 and 2016, the Company had incurred de minimis operating losses insignificant to the overall enterprise. 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. The results of operations for the three and six month periods ending December 31, 2017 and 2016 are not indicative of the projected operations as the current period included only 13 calendar days, 9 business days, of operation which included the newly acquired business assets. There is no meaningful comparative data for the same periods in 2016 as the business of 2016 included only subscription sales to a web hosted service and not the wholesale distribution of beauty products as currently exist. As a result, the discussion of operating results have been omitted as being insignificant to the enterprise as a whole.

Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to continue the transition of our Kahnalytics subsidiary into the business of Original Sprout and apply the necessary resources to grow that business segment. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry. 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. Wainwright will continue to develop innovative and new fund products to grow its portfolio. Our long-term mission is to continue with our acquisition strategy by identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management to produce increasing revenue streams. By these initiatives we hope 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, and

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

25

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 expenses and the funding of additional business acquisitions. 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 December 31, 2017, we had $5.6 million of cash and cash equivalents on a consolidated basis as compared to $6.7 million as of June 30, 2017. The reduction in working capital was a direct result of the investment made in acquiring the Original Sprout assets, from which the expectation is to realize significant returns from that investment through profitable operation of the business.

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.

Reverse Stock Split

Our Board and the majority stockholders have 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 as of December 15, 2017. All share-based numbers have been retroactively adjusted for the reverse stock split. See Note 14 to our Financial Statements.

Recent Developments

On October 18, 2017, through our wholly owned subsidiary Kahnalytics, we entered into an Asset Purchase Agreement which resulted in the purchase of all of the assets of The Original Sprout LLC, a California limited liability company, which engages in the manufacture and sale of organic, non-toxic, all natural hair care, bath, skin, and styling products, by Kahnalytics. The transaction closed on December 18, 2017 with a probable price of approximately $3.5 million. See Note 13 to our Financial Statements for more information.

As it relates to Wainwright, on September 22, 2017 the board of trustees of the USCF ETF Trust approved a plan for the liquidation of the Stock Split Index Fund (“TOFR”) and the USCF Restaurant Leaders Index Fund (“MENU”), each a series (or the “Funds”) of the USCF ETF Trust, as a result of the low asset levels and lack of growth for each fund. On October 20, 2017 the Funds concluded their liquidation plan with each Fund distributing its remaining net asset value to shareholders. Also, as of October 31, 2017 the expense limitation agreements associated with these funds expired with no significant additional financial reimbursement obligations.

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

26

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

   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.4
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.6
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 Thereto7
2.4	Amended and Restated Asset Purchase Agreement, dated November 20, 2017 by and between Kahnalytics, Inc. and The Original Sprout, LLC, and the members of Original Sprout.11
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, 2017.9
3.3	Amended Bylaws of Concierge Technologies, Inc., which became the Bylaws of Concierge Technologies, Inc. on March 22, 2017.9
3.4*	Certificate of Amendment to Amended Articles of Incorporation of Concierge Technologies Inc., a Nevada corporation, filed with the Secretary of State of Nevada on December 15, 2017.
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	Consulting Agreement, dated January 26, 2015, by and between Concierge Technologies, Inc. and David Neibert.2
10.4	Stock Redemption Agreement, dated February 26, 2015, by and among Concierge Technologies, Inc. the Shareholders and Janus Cam.5
10.5	Distribution Agreement, dated March 4, 2015, by and between Concierge Technologies, Inc. and Janus Cam.3
10.6	Convertible Promissory Note by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc. dated January 27, 2016.5
31.1*	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*	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*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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#

27

# 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.

* Filed herewith.

¹ Certificate of Amendment to Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on December 14, 2017.

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

³ Previously filed with Current Report on Form 8-K on March 4, 2015 and incorporated by reference herein.

⁴Previously filed with Current Report on Form 8-K on June 2, 2015 and incorporated by reference herein.

⁵ Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.

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

⁷ Previously filed with Current Report on Form 8-K on September 19, 2016 and incorporated by reference herein.

⁸Previously filed with Current Report on Form 8-K on December 12, 2016 and incorporated by reference herein.

⁹Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

¹⁰ Previously filed with Current Report on Form 8-K on April 6, 2017 and incorporated by reference herein.

¹¹ Previously filed with Current Report on Form 8-K on December 19, 2017 and incorporated by reference hererin.

28

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: February 14, 2018	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.

29

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

I, Nicholas Gerber, certify that:

1.     I have reviewed this report on Form 10-Q of the Concierge Technologies, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2018

/S/ Nicholas Gerber

Nicholas Gerber, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

I, Stuart Crumbaugh, certify that:

1.     I have reviewed this report on Form 10-Q of the Concierge Technologies, Inc.;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a)     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 14, 2018

/S/ Stuart Crumbaugh

Stuart Crumbaugh

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Concierge Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2017, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Nicholas Gerber, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2018

/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.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Concierge Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended December 31, 2017, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Stuart Crumbaugh, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)     The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)     Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 14, 2018

/S/ Stuart Crumbaugh

Stuart Crumbaugh

Chief Financial 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.

XML

Document And Entity Information - shares	6 Months Ended
	Dec. 31, 2017	Feb. 01, 2018
Document Information [Line Items]
Entity Registrant Name	CONCIERGE TECHNOLOGIES INC
Entity Central Index Key	0001005101
Trading Symbol	cncg
Current Fiscal Year End Date	--06-30
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		29,559,139
Document Type	10-Q
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Amendment Flag	false

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited)		Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($)
CURRENT ASSETS:
Cash and cash equivalents		$ 5,627,099	$ 6,730,486
Accounts receivable, net		1,170,918	871,570
Accounts receivable - related parties		1,602,428	1,762,271
Inventories		926,422	444,274
Prepaid income tax and tax receivable		1,629,354	1,276,540
Investments		3,367,855	3,578,749
Other current assets		194,546	369,599
Total current assets		14,518,622	15,033,489
Restricted cash		14,395	14,870
Total property, plant and equipment, net		1,262,252	1,159,465
Goodwill		3,355,966	498,973
Intangible assets - net		839,319	899,276
Deferred tax assets, net		1,030,814	1,480,272
Other assets, long-term		518,073	509,538
Total assets		21,539,441	19,595,883
CURRENT LIABILITIES:
Accounts payable and accrued expenses		2,332,866	2,842,855
Expense waivers - related parties		866,316	589,093
Purchase consideration payable		1,250,000
Notes payable - related parties		3,500	3,500
Equipment loans		51,274	17,388
Total current liabilities		4,503,956	3,452,836
Notes payable - related parties		600,000	600,000
Equipment loans, net of current portion		199,075	72,605
Deferred tax liabilities		258,601	258,601
Total liabilities		5,561,632	4,384,042
Conmmitments and Contingencies (Note 16)
Convertible preferred stock, $0.001 par value; 50,000,000 shares authorized
Convertible preferred stock			2,011,934
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value; 900,000,000 shares authorized; 29,559,139 shares issued and outstanding at December 31, 2017 and 29,559,139 at June 30, 2017 1	[1]	29,559	29,559
Additional paid-in capital		9,186,132	7,174,635
Accumulated other comprehensive income		35,706	119,338
Retained earnings		6,725,976	5,876,375
Total stockholders' equity		15,977,810	13,199,907
Total liabilities, convertible preferred stock, and stockholders' equity		21,539,441	19,595,883
Series B Convertible Preferred Stock [Member]
Convertible preferred stock, $0.001 par value; 50,000,000 shares authorized
Convertible preferred stock			2,011,934
Series B Preferred Stock [Member]
STOCKHOLDERS' EQUITY
Preferred stock, 50,000,000 authorized par $0.001 Series B: 436,951 issued and outstanding at December 31, 2017 and 0 at June 30, 2017		$ 437

[1] Share amounts adjusted for 30:1 reverse stock split (Note 14)

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Dec. 31, 2017	Jun. 30, 2017
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0
Preferred stock, authorized (in shares)	50,000,000	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	900,000,000	900,000,000
Common stock, issued (in shares)	29,559,139	29,559,139
Common stock, outstanding (in shares)	29,559,139	29,559,139
Series B Convertible Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible preferred stock, authorized (in shares)	50,000,000	50,000,000
Convertible preferred stock, issued (in shares)	436,951	13,108,474
Convertible preferred stock, outstanding (in shares)	436,951	13,108,474
Series B Preferred Stock [Member]
Preferred stock, issued (in shares)	436,951	0
Preferred stock, outstanding (in shares)	436,951	0

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Net revenue
Fund management - related party	$ 4,845,624	$ 6,472,531	$ 10,003,572	$ 12,840,475
Food products	1,235,193	1,203,521	2,497,653	2,394,081
Security alarm monitoring	1,196,215	828,114	1,976,116	1,641,660
Other	88,485	25,039	110,990	89,566
Net revenue	7,365,517	8,529,205	14,588,331	16,965,782
Cost of revenue	1,469,565	1,077,615	2,713,822	2,190,634
Gross profit	5,895,952	7,451,590	11,874,509	14,775,148
Operating expense
General & administrative expense	1,260,409	1,447,594	2,493,885	2,731,253
Fund operations	1,148,466	1,335,265	2,425,009	2,769,467
Marketing	874,948	1,051,152	1,716,100	1,831,683
Depreciation and amortization	115,255	101,188	228,024	199,830
Salaries and compensation	1,821,860	1,909,832	2,949,072	3,260,053
Total Operating Expenses	5,220,938	5,845,031	9,812,090	10,792,286
Income from operations	675,014	1,606,559	2,062,419	3,982,862
Other (expense) income
Other (expense) income	(83,874)	2,636	(93,925)	6,816
Interest income	4,182		6,345
Interest expense	(2,744)	(5,711)	(13,789)	(5,689)
Total other(expense) income, net	(82,436)	(3,075)	(101,369)	1,127
Income before income taxes	592,578	1,603,484	1,961,050	3,983,989
Provision of income taxes	(614,681)	(587,038)	(1,111,449)	(1,657,049)
Net (loss) income	$ (22,103)	$ 1,016,446	$ 849,601	$ 2,326,940
Weighted average shares of common stock
Basic (in shares)	29,559,139	29,559,139	29,559,139	29,559,139
Diluted (in shares)	29,559,139	38,298,159	38,298,159	38,298,159
Net (loss) income per common share
Basic (in dollars per share)	$ 0	$ 0.03	$ 0.03	$ 0.08
Diluted (in dollars per share)	$ 0	$ 0.03	$ 0.02	$ 0.06

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Net income	$ (22,103)	$ 1,016,446	$ 849,601	$ 2,326,940
Other comprehensive (loss) income
Foreign currency translation (loss) gain	(45,704)	4,714	(38,803)	(85,460)
Changes in short-term investment valuation	(36,536)	0	(44,829)	(7,121)
Comprehensive (loss) income	$ (104,343)	$ 1,021,160	$ 765,969	$ 2,234,359

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 849,601	$ 2,326,940
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	228,024	199,830
Loss (gain) on sale of investments	38,558
Loss (gain) on disposal of equipment	(1,660)	6,220
(Increase) decrease in current assets:
Accounts receivable	(7,309)	62,600
Accounts receivable - related party	159,844	(78,579)
Deferred taxes, net	449,458	(197,188)
Prepaid income taxes	(355,753)	(437,499)
Inventory	(155,030)	(74,549)
Other assets	184,567	(86,423)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses	(427,525)	601,393
Expense waivers payable - related party	277,224	490,455
Net cash provided by operating activities	1,239,999	2,813,200
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets	(2,232,172)	(214,035)
Purchase of equipment	(246,699)	(47,346)
Sale of investments	1,072,019
Purchase of investments	(981,361)	(842,993)
Net cash used in investing activities	(2,388,213)	(1,104,374)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equipment loan	178,604
Repayment of equipment loan	(21,787)
Loans from related parties		(5,000)
Net cash used in financing activities	156,817	(5,000)
Effect of exchange rate change on cash and cash equivalents	(111,990)	(77,147)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(1,103,387)	1,626,679
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	6,730,486	5,454,107
CASH AND CASH EQUIVALENTS, ENDING BALANCE	5,627,099	7,080,786
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid - U.S.		5,000
Income taxes paid - U.S.	960,800	2,200,800
Purchase consideration payable (see Note 13)	$ 1,250,000

XML

Note 1 - Organization and Description of Business

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

NOTE 1. OR GANIZATION 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 (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.

● Kahnalytics, Inc., a U.S. based company, has adopted the fictitious business name of Original Sprout (hereinafter referred to as “Original Sprout”) as of December 18, 2017 and 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, has been transitioned to a major customer in exchange for nominal recurring revenues to commence later in the current fiscal year.

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.

XML

Note 2 - Summary of Significant Accounting Policies

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Significant Accounting Policies [Text Block]

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

2017

Form

10

-K filed on

October 13, 2017

with the U.S. Securities and Exchange Commission.

Principles of Consolidation

The accompanying

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

Wainwright

was acquired during the prior fiscal year. Due to the commonality of ownership and control between the

two

companies, the transaction has been accounted for as a transaction between entities under common control (Refer to Note

13

of the Financial Statements).

The accompanying Financial Statements as of

December 31, 2017

and

June 30, 2017

include the assets, liabilities and the results of operations of Wainwright at carrying amounts as though the transaction and exchange of equity interests has occurred at the beginning of the comparative period, or

July 1, 2016.

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.

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of

three

months or less which are

not

securing any corporate obligations.

The Company’s subsidiary, Wainwright, maintains cash balances at various high credit quality institutions and from time to time those deposits exceed the FDIC coverage amount of

$250,000.

As of

December 31, 2017

the uninsured amount for Wainwright subsidiaries totaled approximately

$3.8

 million, though

no

losses have been realized and

none

are expected. Cash balances in Canada are maintained at a financial institution in Saskatoon, Saskatchewan by the Company’s subsidiary. Each account is insured up to

CD$100,000

by Canada Deposit Insurance Corporation (CDIC). The Company’s subsidiary had an uninsured cash balance in Canada of approximately

CD$0.7

 million (approximately

US$0.5million

) at

December 31, 2017.

Balances at financial institutions within certain foreign countries, including New Zealand where the Company’s subsidiary maintains cash balances, are

not

covered by insurance. As of

December 31, 2017,

the Company’s subsidiary had uninsured deposits related to cash deposits in uninsured accounts maintained within foreign entities of approximately

NZ$0.6

 million (approximately

US$0.4

million). The Company has

not

experienced any losses in such accounts.

Accounts Receivable - Related Parties and Accounts Receivable, net

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

December 31, 2017

and

June 30, 2017,

there is

no

allowance for doubtful accounts as all amounts are deemed collectible.

Accounts receivable, net, consist of receivables from the Bridagier, Gourmet Foods and Original Sprout businesses. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily 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

December 31, 2017

and

June

30,

2017,

the Company had

$46,551

 and

nil,

respectively, recorded in doubtful accounts.

Major Customers & Suppliers

– Concentration of Credit Risk

Concierge, through Original Sprout, is 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. For the current

three

and 

six

 month periods, Original Sprout, which was acquired on

December 18, 2017, 

included only

13

days of operations in our financial statements. As a result, a list of major customers over this time period would

not

be indicative of actual concentration of risk with regard to sales revenues or accounts receivable and is therefore omitted.

Concierge, through Brigadier, is dependent upon its contractual relationship with the alarm monitoring company who purchases the monitoring contracts and provides monitoring services to Brigadier

’s customers. Sales revenues derived from this customer, which includes contracts and recurring monthly residuals from monitoring contracts, totaled

27%

of the total revenues for the

three

months ended

December 31, 2017

and

36%

for the

six

months ended

December 31, 2017

as compared to

46%

of the total revenues for the

three

month period ended

December 31, 2016

and

46

% for the

six

month period ended

December 31, 2016,

respectively, while accounting for approximately

19%

and

40%

of accounts receivable as of

December 31, 2017

and

June 30, 2017,

respectively. Sales to

one

large customer totaled

32%

of the total revenues for the

three

months ended

December 31, 2017

but were insignificant for other comparison periods and

not

likely to repeat on a regular basis. This customer also accounted for

48%

of accounts receivable as of

December 31, 2017

as compared to

0%

as of June

30,

2017

.

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

three

months ended

December 31, 2017

and

2016,

our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately

17%

and

18%,

respectively, of our gross sales revenues as compared to

16%

and

18%,

respectively, for the

six

months ended

December 31, 2017

and

2016.

The same customer accounted for

25%

and

26%

of our accounts receivable for as of

December 31, 2017

and

June

30,

2017,

respectively. The

second

largest in the grocery industry accounted for approximately

11%

and

11%

of our gross revenues for the

three

and

six

month periods ended

December 31, 2017,

respectively, as compared to

11%

and

11%

of gross revenues for the

three

and

six

month periods ended

December 31, 2016.

The same customer accounted for

14%

of our accounts receivable for as of

December 31, 2017

compared to

11%

as of

June 30, 2017.

In the gasoline convenience store market we supply

two

major channels. The largest is a marketing consortium of gasoline dealers who, for the

three

and

six

months ended

December 31, 2017

accounted for approximately

44%

and

42%,

respectively, of our gross sales revenues as compared to

43%

and

42%

for the

three

and

six

months ended

December 31, 2016.

No

single member of the consortium is responsible for a significant portion of our accounts receivable. The

second

largest are independent operators accounting for less than

10%

of gross sales however

no

single independent operator is responsible for a significant portion of our accounts receivable. The

third

category of independent retailers and cafes accounted for the balance of our gross sales revenue however the group is fragmented and

no

one

customer accounts for a significant portion of our revenues or accounts receivable. Gourmet Foods is

not

dependent upon any

one

major supplier as many alternative sources are available in the local market place should the need arise.

For our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it man

ages and the associated

three

and

six

month revenues as of

December 31, 2017

and

December 31, 2016

along with the accounts receivable at

December 31, 2017

as compared with

June 30, 2017

as depicted below.

	Three M onths E nded December 3 1 , 2017				Three M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	2,499,615	52	%	$	3,683,953	57	%
USCI		979,375	20	%		1,323,374	20	%
UNG		874,162	18	%		894,996	14	%
All Others		492,472	10	%		570,208	9	%
Total	$	4,845,624	100	%	$	6,472,531	100	%

	Six M onths E nded December 3 1 , 2017				Six M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	5,443,460	54	%	$	7,303,214	57	%
USCI		1,957,993	20	%		2,696,650	21	%
UNG		1,572,018	16	%		1,718,109	13	%
All Others		1,030,101	10	%		1,122,502	9	%
Total	$	10,003,572	100	%	$	12,840,475	100	%

	December 31, 2017				June 30, 2017
	Accounts Receivable				Accounts Receivable
Fund
USO	$	799,623	50	%	$	1,060,421	60	%
USCI		326,005	20	%		317,032	18	%
UNG		312,466	20	%		217,760	12	%
All Others		164,334	10	%		167,058	10	%
Total	$	1,602,428	100	%	$	1,762,271	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

six

months ended

December 31, 2017

and

2016

impairment to inventory value was recorded as

$0

and

$2,090,

respectively. An assessment is made at the end of each fiscal year to determine what inventory items have remained in stock from the close of the previous fiscal year. If such items exist, either a reserve is established to reduce inventory value by the value of these items, or these items are removed from the inventory valuation and recorded as an expense. As of

December 31, 2017

and

December 31, 2016,

the expense for slow moving or obsolete inventory was

$0

and

$36,239,

respectively. As of

December 31, 2017

and

June 30, 2017

there was

no

reserve established for slow moving inventory valuation.

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 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

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

six

months ended

December 31, 2017

or for the year ended

June 30, 2017.

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

six

months ended

December 31, 2017

or for the year ended

June 30, 2017

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 

six

months ended

December 31, 2017

or for the year ended

June 30, 2017.

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). 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. There were

no

transfers between levels during the

six

months ended

December 31, 2017

and

2016.

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 monitoring service in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the delivery has occurred,

no

other significant obligations of the Company exist, and collectability is probable. Product is considered delivered to the customer once it 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.

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. Advertising costs

for the

three

and

six

months ended

December 31, 2017

were

$0.87

 million and

$1.72

 million, respectively, as compared to

$1.05

 million and

$1.83

 million for the

three

and

six

month periods ended

December 31, 2016.

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. Other comprehensive income, foreign currency translation (loss) gain was approximately (

$46

) thousand and

$5

 thousand for the

three

months ended 

December 31, 2017

and

2016,

respectively, and approximately (

$39

) thousand and (

$85

) thousand for the

six

months ended December

31,

2017

and

2016,

respectively.

Short-term Investment Valuation

Other comprehensive income (loss) attributed to changes in the valuation of short-term investments held for sale by Wainwright was approximately (

$37

) 

thousand and

$0

for the 

three

months ended

December 31, 2017

and

2016,

respectively, and

approximately (

$45

) thousand and (

$7

) for the

six

months ended December

31,

2017

and

2016.

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 it

s subsidiaries (Refer to Note

17

of the 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 each of the

three

and

six

months ended

December 31, 2017

and

2016,

a determination was made that

no

adjustments were necessary.

Recent Accounting Pronouncements

The Company has reviewed new accounting pronouncements issued between

October 13, 2017,

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

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. 

XML

Note 3 - Basic and Diluted Net Income Per Share

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 3. BASIC AND DILUTED NET INCOME PER SHARE

Basic net (loss) income

per share is based upon the weighted average number of common shares outstanding. Diluted net income 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.

Diluted net income per share reflect

s the effects of shares 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 December 3 1 , 2017
	Net Income			Shares		Per Share
Basic loss per share:
Net loss available to common shareholders	$	(22,103	)		29,559,139	$	(0.00	)
Effect of dilutive securities
Preferred stock Series B		-					-
Diluted loss per share	$	(22,103	)		29,559,139	$	(0.00	)

	For the Three Months Ended December 3 1 , 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,016,446		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	1,016,446		38,298,159	$	0.03

	For the Six Months Ended December 3 1 , 2017
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	849,601		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	849,601		38,298,159	$	0.02

	For the Six Months Ended December 3 1, 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	2,326,940		29,559,139	$	0.08
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	2,326,940		38,298,159	$	0.06

XML

Note 4 - Inventories

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 4. INVENTORIES

Inventories consisted of the following

as of:

	December 3 1 ,		June 30,
	2017		201 7
Raw materials	$	47,628	$	43,088
Supplies and packing materials		301,436		125,241
Finished goods		577,358		275,945
Total	$	926,422	$	444,274

XML

Note 5 - Property and Equipment, Net

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE 5. PROPERTY AND EQUIPMENT, NET

Property, plant and equipment consi

sted of the following as of:

	December 3 1 , 2017			June 30, 201 7
Plant and equipment	$	1,467,151		$	1,460,180
Furniture and office equipment		173,763			162,781
Vehicles		372,190			185,866
Total property, plant and equipment, gross		2,013,104			1,808,827
Accumulated depreciation		(750,852	)		(649,362	)
Total property, plant and equipment, net	$	1,262,252		$	1,159,465

For the

three

and

six

month periods ended

December

31,

2017

depreciation expense for property, plant and equipment totaled

$85,276

and

$168,067,

respectively, as compared to

$71,209

 and

$139,873

for the

three

and

six

month periods ended

December 31, 2016,

respectively. 

XML

Note 6 - Intangible Assets

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following

as of:

	December 3 1 ,			June 30,
	2017			201 7
Brand name	$	402,123		$	402,123
Domain name		36,913			36,913
Customer relationships		500,252			500,252
Non-compete agreement		84,982			84,982
Recipes		21,601			21,601
Total		1,045,871			1,045,871
Less : accumulated amortization		(206,552	)		(146,595	)
Net intangibles	$	839,319		$	899,276

CUSTOMER RELATIONSHIP

S

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.

	December 3 1 ,			June 30,
	2017			201 7
Customer relationships	$	500,252			500,252
Less: accumulated amortization		(84,902	)		(59,684	)
Total customer relationships, net	$	415,350			440,568

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.

	December 3 1 ,			June 30,
	2017			201 7
Brand name	$	402,123		$	402,123
Less: accumulated amortization		(68,931	)		(48,660	)
Total brand name, net	$	333,192		$	353,463

DOMAIN NAME

On

August 11, 2015,

the Company acquired Gourmet Foods. 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.

	December 3 1 ,			June 30,
	2017			201 7
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(15,297	)		(11,576	)
Total brand name, net	$	21,616		$	25,337

RECIPES

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.

	December 3 1 ,			June 30,
	2017			201 7
Recipes	$	21,601		$	21,601
Less: accumulated amortization		(10,435	)		(8,257	)
Total recipes, net	$	11,166		$	13,344

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.

	December 3 1 ,			June 30,
	2017			2017
Non-compete agreement	$	84,982		$	84,982
Less: accumulated amortization		(26,986	)		(18,418	)
Total non-compete agreement, net	$	57,996		$	66,564

AMORTIZATION EXPENSE

The total intangible amortization expense for the

three

and

six

months ended

December 31, 2017 was

 

$29,979

and

$59,957,

respectively, as compared to

$29,979

and

$59,957,

respectively, for the

three

and

six

months ended December

31,

2016.

Estimated amortization expenses of intangible assets for the next

five

fiscal years

,

are as follows:

Years Ending June 30 ,	Expense
2018	$	59,468
2019		118,937
2020		118,937
2021		108,648
2022		90,237
Thereafter		343,092
Total	$	839,319

XML

Note 7 - Investments and Fair Value of Financial Instruments

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Investment [Text Block]

NOTE 7 . INVESTMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS

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 with unrealized holding gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders

’ equity, except for unrealized losses determined to be other-than-temporary, which are included in the consolidated statements of operations and comprehensive income (loss). As of

December 31, 2017

and

June 30, 2017,

investments were approximately

$3.4

million and

$3.6

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

December 31, 2017

and

June 30, 2017,

there were

no

investments requiring the equity method investment accounting.

Investments measured at estimated fair value consist of the following as of

December 31, 2017

and

June 30, 2017:

	December 3 1 , 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	479,910	$	-	$	-		$	479,910
USCI mutual fund investment		2,500,000		203,720		-			2,703,720
Hedged asset		395,000		-		(211,912	)		183,088
Other equities		1,577		-		(440	)		1,137
Total short-term investments	$	3,376,487	$	203,720	$	(212,352	)		3,367,855

	June 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	86,204	$	-	$	-		$	86,204
USCI mutual fund investment		2,500,000		-		(49,080	)		2,450,920
MENU ETF investment		768,427		41,473		-			809,900
Hedged asset		187,000		43,746		-			230,746
Other equities		1,577		-		(598	)		979
Total short-term investments	$	3,543,208	$	85,219	$	(49,678	)	$	3,578,749

The following table

s summarize the valuation of the Company’s securities at

December 31, 2017

and

June 30, 2017

using the fair value hierarchy:

	December 3 1 , 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	479,910	$	479,910	$	-	$	-
Mutual fund investment		2,703,720		2,703,720		-		-
Hedge asset		183,088		-		183,088		-
Other equities		1,137		1,137		-		-
Total	$	3,367,855	$	3,184,767	$	183,088	$	-

	June 30, 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	86,204	$	86,204	$	-	$	-
Mutual fund investment		2,450,920		2,450,920		-		-
ETF investment		809,900		809,900		-		-
Hedge asset		230,746		-		230,746		-
Other equities		979		979		-		-
Total	$	3,578,749	$	3,348,003	$	230,746	$	-

During the

three

 and

six

months ended

December 31, 2017

and

2016,

there were

no

transfers between Level

1

and Level

2.

XML

Note 8 - Other Assets

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Other Assets Disclosure [Text Block]

NOTE 8 . OTHER ASSETS

Other Current Assets

Other current assets totaling $

194,546

as of

December 31, 2017

and

$369,599

as of

June 30, 2017

are comprised of various components as listed below.

	December 3 1 ,		June 30,
	2017		201 7
Prepaid expenses and deposits	$	190,546	$	212,301
Notes receivable		-		150,000
Other current assets		4,000		7,298
Total	$	194,546	$	369,599

Restricted Cash

At

December 31, 2017

Gourmet Foods had on deposit

NZ$20,000

(approximately

US$14,395

) securing a lease bond for

one

of its properties. The same amount was posted at

June 30, 2017

and translated to approximately

US$14,870.

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

$518,073

and

$509,538

at

December 31, 2017

and

June 30, 2017,

respectively, were attributed to Wainwright and Original Sprout and consisted of

(i)	$500,000 as of December  31, 2017 and June 30, 2017 representing 10% equity investment in a registered investment adviser accounted for on a cost basis,
(ii)	and $18,073 as of December  31, 2017 and $9,538 at  June 30, 2017 representing deposits and prepayments of rent .

XML

Note 9 - Goodwill

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Goodwill Disclosure [Text Block]

NOTE 9 . GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations.

There was

no

goodwill impairment for the

three

and 

six

months ended

December 31, 2017 and 2016.

XML

Note 10 - Accounts Payable and Accrued Expenses

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 10 . ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	December 3 1 , 2017		June 30, 2017
Accounts payable	$	1,179,137	$	1,781,772
Accrued interest		44,650		32,410
Taxes payable		-		123
Deferred rent		9,201		13,402
Accrued payroll and vacation pay		395,042		349,507
Other accrued expenses		704,836		665,641
Total	$	2,332,866	$	2,842,855

XML

Note 11 - Related Party Transactions

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Debt Disclosure [Text Block]

N OTE 11 . RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	December 3 1 , 2017		June 30, 201 7
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 re

lated party notes for the

three

and

six

months ended

December 31, 2017

were

$6,120

and

$12,239,

respectively, and for the

three

and

six

months ended

December 31, 2016

the interest expense (as adjusted) for all related party notes were

$71

 and

$141,

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

$4.8

 million and

$10

 million for the

three

and

six

months ended

December 31, 2017,

respectively, were earned from these related parties as compared to

$6.5

million and

$12.8

million for the

three

and

six

month periods ended

December 31, 2016.

Accounts receivable, totaling

$1.6

 million and

$1.8

million as of

December 31, 2017

and

June 30, 2017,

respectively, were owed from these related parties. Fund expense waivers, totaling

$0.2

 million and

$0.4

 million for the

three

and

six

months ended

December 31, 2017,

respectively, were incurred on behalf of these related parties as compared to

$0.1

 million and

$0.4

million for the

three

and

six

month periods ended

December 31, 2016.

Waivers payable, totaling

$0.9

million and

$0.6

million as of

December 31, 2017

and

June 30, 2017,

respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note

16

to the Financial Statements.

XML

Note 12 - Equipment Loans

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Loan Commitments [Text Block]

NOTE 12 . EQUIPMENT LOANS

As of

December 31, 2017,

Brigadier had, in the aggregate, an outstanding principal balance of

CD$314,817

(approx.

US$250,349

) related to new vehicle purchases. For each vehicle purchased, the loan principal together with interest is amortized over

60

equal monthly installments. The Consolidated Balance Sheets as of

December 31, 2017

and

June 30, 2017

reflect the amount of the principal balance which is due within

twelve

months as a current liability of

US$51,274

and

US$17,388,

respectively. Principal amounts under the loans which is due after

twelve

months are recorded in long term liabilities as

US$199,075

 and

US$72,605

at

December 31, 2017

and

June 30, 2017

respectively. Interest on the loans is expensed or accrued as it becomes due. Total interest on all vehicle loans for the

three

and

six

months ended

December 31, 2017

and was

US$2,712

and

$4,866,

respectively, as

compared to

$0

and

$0

for the

three

and

six

month periods ended

December 31, 2016.

XML

Note 13 - Business Combinations

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

NOTE 13 . BUSINESS COMBINATION S

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	$	325,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Goodwill – provisional (1)		2,856,993
Total Purchase Price	$	3,482,172

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 to be released to the sellers, subject to any

downward purchase price adjustment, on

May 18, 2018.

The balance of the purchase price,

$1,250,000,

subject to downward adjustment for prior payments, is due by

January 5, 2019

and is secured by a promissory note from Kahnalytics and a corporate guarantee from Concierge Technologies.

( 1 ) Values have been allocated to tangible assets and goodwill on a provisional basis while the Company completes its asset valuation and awaits the findings of an independent valuation of the intangible assets including the provisional goodwill amount of $2 ,856,993.

Wainwright Holdings, Inc.

On

December 9, 2016,

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

1,741

shares of Wainwright common stock, par value

$0.01

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

27,293,330

shares (as adjusted approximately for the

1

for

30

reverse stock split effective on

December 15, 2017)

of Company Common Stock, and (ii)

311,804

(as adjusted approximately for the

1

for

30

reverse stock split effective on

December 15, 2017)

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

6,236,079

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

50%

of Wainwright and over

50%

of Concierge both before and after the business combination. Accordingly, the acquisition has been recorded as a transaction between entities under common control in the accompanying financial statements. Further, the accompanying financial statements have been adjusted to include the carrying value of assets, liabilities, equity and operations of Wainwright as if the transaction had concluded on

July 1, 2015.

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

no

step-up or adjustment to fair market value.

XML

Note 14 - Stockholders' Equity

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE 14 . STOCKHOLDERS' EQUITY

Reverse Stock Split

On

November 17, 2017,

the Board of Directors (the “Board’) of the Company approved the implementation of a

one

-for-

thirty

(

1:30

) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”).  The Reverse Stock Split became effective when trading opened on

December 15, 2017.

The Reverse Stock Split was previously approved by the Company’s shareholders pursuant to a majority written consent and by the Board pursuant to unanimous written consent on

February 13, 2017.

The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of

2017.

 The number of the Company’s authorized shares of common stock did

not

change. All figures have been presented on the basis of reverse split where ever applicable for all the periods presented in these financial statements.

Convertible Preferred Stock

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. The Series B stock is eligible for conversion only after the elapse of

270

days from the date of

issuance has transpired, and provided there are sufficient authorized, unissued, shares of common stock available to convert all shares of Series B Voting, Convertible Preferred Stock.

Prior to the Reverse Stock Split, the Company did

not

have sufficient authorized, unissued, shares of common stock available to convert all shares of Series B Voting, Convertible Preferred Stock. Accordingly, the Series B Voting, Convertible Preferred Stock was

reclassified to the mezzanine section as a contingent liability on the Company’s prior Consolidated Balance Sheets with other equity accounts being adjusted to reflect the historical cost basis of Wainwright. As a result of the Reverse Stock Split, sufficient shares were made available to allow for conversion of the Series B Voting, Convertible, Preferred Stock such that the shares have been reclassified to the equity section of the Consolidated Balance Sheet as of

December 31, 2017.

XML

Note 15 - Income Taxes

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Income Tax Disclosure [Text Block]

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

December 31, 2017,

the Company's total unrecognized tax benefits were approximately

$0.2

million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax provisions as a component of tax expense. There is

no

interest or penalties to be recognized for the

six

month periods ended

December 31, 2017

or

2016.

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

$1.1

million and

$1.7

million from its operations for the

six

months ended

December 31, 2017

and

December 31, 2016,

respectively. The effective tax rate for the

three

and 

six

months ended

December 31, 2017

and

2016

differed from the statutory rate primarily due to the net charge related to the Tax Cuts and Jobs Act ("TCJA") and the mix of non-deductible items.

On

December 22, 2017,

the TCJA was enacted into law, which significantly changes existing U.S. tax law and includes numerous provisions that affect the Company, such as imposing a

one

-time transition tax on deemed repatriation of deferred foreign income, reducing the U.S. federal statutory tax rate, and adopting a territorial tax system. The TCJA requires a

one

-time transition tax on deferred foreign income

not

previously subject to U.S. income tax at a rate of

15.5%

for foreign cash and certain other net current assets, and

8%

on the remaining income. The TCJA also reduces the U.S. federal statutory tax rate from

35%

to

21%

effective

January 1, 2018.

For fiscal year

2018,

the blended U.S. federal statutory tax rate is

28%.

This is the result of using the tax rate of

35%

for the

first

and

second

quarter of fiscal year

2018

and the reduced tax rate of

21%

for the

third

and

fourth

quarter of fiscal year

2018.

The TCJA includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a base erosion anti-abuse tax (“BEAT”) measure that taxes certain payments between a U.S. corporation and its subsidiaries. The GILTI and BEAT provisions of the TCJA will be effective beginning

 

July 1, 2018.

The TCJA is effective in the

second

quarter of fiscal year

2018.

During the

second

quarter of fiscal year

2018,

the Company recorded a charge of

$0.05

million related to the TCJA, due to the impact of the

one

-time transition tax on the deemed repatriation of deferred foreign income of

$1.0

million.

To calculate the transition tax, the Company estimated the deferred foreign income for fiscal year

2017

and the

first

and

second

quarter of fiscal year

2018

because these tax returns are

not

complete or due. The fiscal year

2017

and fiscal year

2018

taxable income will be known once the respective tax returns are complete and filed.

In addition, the Company recorded a

$0.5

million expense during the quarter ended December

31,

2017

 from the impact of changes in the tax rate, primarily on deferred tax assets and liabilities, which was included in provision for income taxes on the consolidated income statements and deferred income taxes on the consolidated balance sheet. The remeasurement of the deferred taxes reflects the reduced rate that will apply when these deferred taxes are settled or realized in future periods.

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 tax years

2013

through

2017

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

2017

remain open for examination by Canada and New Zealand authorities which is

four

years. As of

December 31, 2017,

there were

no

active taxing authority examinations.

XML

Note 16 - Commitments and Contingencies

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

N OTE 16 . COMMITMENTS AND CONTINGENCIES

Lease Commitments

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including vehicles. These leases are generally for

three

-year terms, with options to renew for additional

three

-year periods. The leases mature between

August 2018

and

August 2021,

and require monthly rental payments of approximately

US$11,474

 translated to U.S. currency as of

December 31, 2017.

Future minimum lease payments for Gourmet Foods are as follows:

Year Ended June 30,	Lease Amount
2018	$	68,844
2019		61,352
2020		18,110
2021		10,516
2022		1,753
Total minimum lease commitment	$	160,575

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$78,058

) to secure the lease of its primary facility. In addition, a

NZ$20,000

(approximately

US$14,395

) 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.

Brigadier leases office and storage facilities in Saskatoon

and Regina, Saskatchewan. Only the Saskatoon facility has an extended lease where the minimum lease obligations through their expiry dates are indicated as below and require monthly payments of approximately

US$4,488

translated to U.S. currency as of

December 31, 2017.

Future minimum lease payments for Brigadier are as follows:

Year Ended June 30,	Lease Amount
2018	$	17,385
2019		31,873
Total minimum lease commitment	$	49,258

The total amount of rent paid by our foreign subsidiaries, including the minimum lease payments as noted above, for the

three

and

six

months ended

December 31, 2017

translated to U.S. currency using the period-average translation rate was

$39,687

and

$80,049,

respectively, as compared to the

three

and

six

month periods ended

December 31, 2016

of

$38,498

 and

$77,130,

respectively.

Wainwright leases office space in Oakland, California under an operating lease, which expires in

October 2018.

Rent expense was

$36,175

and

$72,340

for the

three

and

six

months ended

December 31, 2017,

respectively, as compared to

$36,917

and

$71,608

for the

three

and

six

month periods ended

December 31, 2016,

respectively.

Future minimum rental payments required under the operating lease, which has remaining non-cancellable lease terms in excess of

one

year, are as follows:

Year Ended June 30,	Lease Amount
2018	$	68,000
2019		45,000
Total minimum lease commitment	$	113,000

Original Sprout currently sub-leases office and warehouse space in San Clemente, CA without a formal lease agreement until

March 1, 2018,

where after a new

three

-year lease takes effect. The total amount of rent paid for the

three

-month period ended

December 31, 2017

was

$2,331

with

no

rent being paid prior to

December 18, 2017.

The new lease will require monthly payments of approximately

$7,805

with increases annually thereafter. Future minimum lease payments required under the new lease commencing on

March 1, 2018

are as follows.

Year Ended June 30,	Lease Amount
2018	$	31,220
2019		93,788
2020		95,804
2021		66,216
Total minimum lease commitment	$	287,028

Other Agreements and Commitments

USCF Advisers has entered into expense limitation agreements with 

one

of the funds it manages under which USCF

Advisers has agreed to waive, reimburse fees or pay fund expenses in order to limit the fund’s total annual operating expenses to certain threshold amounts. The USCF Commodity Strategy Fund expense limitation agreement remains in effect until

July 31, 2018

and limits fund expenses to

1.30%

and

0.95%

of the funds average daily net assets for the Class A and Class I shares classes, respectively. After such dates, USCF Advisers

may

terminate the expense limitation agreements at any time upon

not

less than

90

days’ notice to the respective fund trust boards.

USCF manages

seven

funds which have expense waiver provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain thresholds amounts.

As of

December 31, 2017

and

June 30, 2017

the expense waiver payable was

$866,316

 and

$589,093,

respectively. Expense waiver expense for the

three

and

six

months ended

December 31, 2017

was

$218,000

and

$408,000,

respectively, as compared to

$239,000

and

$490,000

for the

three

and

six

months ended

December 31, 2016.

However, USCF has

no

obligation to continue such payments into subsequent periods.

Litigation

From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. In management

’s opinion, the legal proceedings are

not

expected to have a material effect on the Company’s financial position or results of operations

.

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 an annual safe harbor matching contribution. Annual profit sharing contributions paid totaled approximately 

$84

thousand and

$63

 thousand for each of the years ended June

30,

2017

and 

2016,

respectively.

XML

Note 17 - Segment Reporting

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

N OTE 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 monitoring. 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 all-natural 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 monitoring 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 summa

ry of identifiable assets as of

December 31, 2017

and

June 30, 2017:

	December 3 1 , 2017		June 30, 201 7
Identifiable assets:
Corporate headquarters	$	1,419,122	$	3,302,979
U.S.A. : fund management		12,597,454		12,721,559
U.S.A. : beauty products and other		3,725,181		89,459
New Zealand : food industry		1,962,633		2,203,725
Canada : security alarm monitoring		1,835,051		1,278,161
Consolidated total	$	21,539,441	$	19,595,883

The following table presents a summary of ope

rating information for the

three

months ended

December 31, 2017

and

2016:

	Three-Months Ended December 3 1 , 2017			Three Months Ended December 3 1 , 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	88,485		$	25,039
U.S.A. : investment fund management		4,845,624			6,472,531
New Zealand : food industry		1,235,193			1,203,521
Canada : security alarm monitoring		1,196,215			828,114
Consolidated total	$	7,365,517		$	8,529,205
Net (loss) income after taxes:
Corporate headquarters	$	(700,146	)	$	(158,992	)
U.S.A. : beauty products and other		(30,071	)		(16,035	)
U.S.A. : investment fund management		474,172			1,068,716
New Zealand : food industry		11,311			17,154
Canada : security alarm monitoring		222,631			105,603
Consolidated total	$	(22,103	)	$	1,016,446

The following table presents a summary of ope

rating information for the

six

months ended

December 31, 2017

and

2016:

	Six -Months Ended December 31, 2017			Six Months Ended December 31 , 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	110,990		$	89,566
U.S.A. : investment fund management		10,003,572			12,840,475
New Zealand : food industry		2,497,653			2,394,081
Canada : security alarm monitoring		1,976,116			1,641,660
Consolidated total	$	14,588,331		$	16,965,782
Net (loss) income after taxes:
Corporate headquarters	$	(1,372,748	)	$	(337,906	)
U.S.A. : beauty products and other		(26,085	)		(32,867	)
U.S.A. : investment fund management		1,898,300			2,486,232
New Zealand : food industry		18,830			(7,640	)
Canada : security alarm monitoring		331,304			219,121
Consolidated total	$	849,601		$	2,326,940

The following table presents a summary of capital expenditures, net of disposal gains and losses, for the

three

months ended

December 31, 2017

and

2016:

Capital expenditures:	Three Months Ended December 3 1 , 2017		Three Months Ended December 3 1 , 201 6
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		9,356		5,521
Canada : security alarm monitoring		-		4,442
Consolidated total	$	9,554	$	9,963

The following table presents a summary of capital expenditures, net of disposal gains and losses, for the

six

months ended

December 31, 2017

and

2016:

Capital expenditures:	Six Months Ended December 31, 2017		Six Months Ended December 31, 201 6
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		59,386		43,049
Canada : security alarm monitoring		187,115		4,297
Consolidated total	$	246,699	$	47,346

XML

Note 18 - Subsequent Events

6 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 18 .  SUBSEQUENT EVENTS

The Company evaluated subsequent events for recognition and disclosure through the date the financial statements were issued or filed. Nothing has occurred outside normal operations since that required recognition or disclosure in these financial statements

.

XML

Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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

2017

Form

10

-K filed on

October 13, 2017

with the U.S. Securities and Exchange Commission.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

The accompanying

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

Wainwright

was acquired during the prior fiscal year. Due to the commonality of ownership and control between the

two

companies, the transaction has been accounted for as a transaction between entities under common control (Refer to Note

13

of the Financial Statements).

The accompanying Financial Statements as of

December 31, 2017

and

June 30, 2017

include the assets, liabilities and the results of operations of Wainwright at carrying amounts as though the transaction and exchange of equity interests has occurred at the beginning of the comparative period, or

July 1, 2016.

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

Use of Estimates, Policy [Policy Text Block]

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.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of

three

months or less which are

not

securing any corporate obligations.

The Company’s subsidiary, Wainwright, maintains cash balances at various high credit quality institutions and from time to time those deposits exceed the FDIC coverage amount of

$250,000.

As of

December 31, 2017

the uninsured amount for Wainwright subsidiaries totaled approximately

$3.8

 million, though

no

losses have been realized and

none

are expected. Cash balances in Canada are maintained at a financial institution in Saskatoon, Saskatchewan by the Company’s subsidiary. Each account is insured up to

CD$100,000

by Canada Deposit Insurance Corporation (CDIC). The Company’s subsidiary had an uninsured cash balance in Canada of approximately

CD$0.7

 million (approximately

US$0.5million

) at

December 31, 2017.

Balances at financial institutions within certain foreign countries, including New Zealand where the Company’s subsidiary maintains cash balances, are

not

covered by insurance. As of

December 31, 2017,

the Company’s subsidiary had uninsured deposits related to cash deposits in uninsured accounts maintained within foreign entities of approximately

NZ$0.6

 million (approximately

US$0.4

million). The Company has

not

experienced any losses in such accounts.

Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology, Policy [Policy Text Block]

Accounts Receivable - Related Parties and Accounts Receivable, net

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

December 31, 2017

and

June 30, 2017,

there is

no

allowance for doubtful accounts as all amounts are deemed collectible.

Accounts receivable, net, consist of receivables from the Bridagier, Gourmet Foods and Original Sprout businesses. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily 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

December 31, 2017

and

June

30,

2017,

the Company had

$46,551

 and

nil,

respectively, recorded in doubtful accounts.

Major Customers, Policy [Policy Text Block]

Major Customers & Suppliers

– Concentration of Credit Risk

Concierge, through Original Sprout, is 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. For the current

three

and 

six

 month periods, Original Sprout, which was acquired on

December 18, 2017, 

included only

13

days of operations in our financial statements. As a result, a list of major customers over this time period would

not

be indicative of actual concentration of risk with regard to sales revenues or accounts receivable and is therefore omitted.

Concierge, through Brigadier, is dependent upon its contractual relationship with the alarm monitoring company who purchases the monitoring contracts and provides monitoring services to Brigadier

’s customers. Sales revenues derived from this customer, which includes contracts and recurring monthly residuals from monitoring contracts, totaled

27%

of the total revenues for the

three

months ended

December 31, 2017

and

36%

for the

six

months ended

December 31, 2017

as compared to

46%

of the total revenues for the

three

month period ended

December 31, 2016

and

46

% for the

six

month period ended

December 31, 2016,

respectively, while accounting for approximately

19%

and

40%

of accounts receivable as of

December 31, 2017

and

June 30, 2017,

respectively. Sales to

one

large customer totaled

32%

of the total revenues for the

three

months ended

December 31, 2017

but were insignificant for other comparison periods and

not

likely to repeat on a regular basis. This customer also accounted for

48%

of accounts receivable as of

December 31, 2017

as compared to

0%

as of June

30,

2017

.

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

three

months ended

December 31, 2017

and

2016,

our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately

17%

and

18%,

respectively, of our gross sales revenues as compared to

16%

and

18%,

respectively, for the

six

months ended

December 31, 2017

and

2016.

The same customer accounted for

25%

and

26%

of our accounts receivable for as of

December 31, 2017

and

June

30,

2017,

respectively. The

second

largest in the grocery industry accounted for approximately

11%

and

11%

of our gross revenues for the

three

and

six

month periods ended

December 31, 2017,

respectively, as compared to

11%

and

11%

of gross revenues for the

three

and

six

month periods ended

December 31, 2016.

The same customer accounted for

14%

of our accounts receivable for as of

December 31, 2017

compared to

11%

as of

June 30, 2017.

In the gasoline convenience store market we supply

two

major channels. The largest is a marketing consortium of gasoline dealers who, for the

three

and

six

months ended

December 31, 2017

accounted for approximately

44%

and

42%,

respectively, of our gross sales revenues as compared to

43%

and

42%

for the

three

and

six

months ended

December 31, 2016.

No

single member of the consortium is responsible for a significant portion of our accounts receivable. The

second

largest are independent operators accounting for less than

10%

of gross sales however

no

single independent operator is responsible for a significant portion of our accounts receivable. The

third

category of independent retailers and cafes accounted for the balance of our gross sales revenue however the group is fragmented and

no

one

customer accounts for a significant portion of our revenues or accounts receivable. Gourmet Foods is

not

dependent upon any

one

major supplier as many alternative sources are available in the local market place should the need arise.

For our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it man

ages and the associated

three

and

six

month revenues as of

December 31, 2017

and

December 31, 2016

along with the accounts receivable at

December 31, 2017

as compared with

June 30, 2017

as depicted below.

	Three M onths E nded December 3 1 , 2017				Three M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	2,499,615	52	%	$	3,683,953	57	%
USCI		979,375	20	%		1,323,374	20	%
UNG		874,162	18	%		894,996	14	%
All Others		492,472	10	%		570,208	9	%
Total	$	4,845,624	100	%	$	6,472,531	100	%

	Six M onths E nded December 3 1 , 2017				Six M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	5,443,460	54	%	$	7,303,214	57	%
USCI		1,957,993	20	%		2,696,650	21	%
UNG		1,572,018	16	%		1,718,109	13	%
All Others		1,030,101	10	%		1,122,502	9	%
Total	$	10,003,572	100	%	$	12,840,475	100	%

	December 31, 2017				June 30, 2017
	Accounts Receivable				Accounts Receivable
Fund
USO	$	799,623	50	%	$	1,060,421	60	%
USCI		326,005	20	%		317,032	18	%
UNG		312,466	20	%		217,760	12	%
All Others		164,334	10	%		167,058	10	%
Total	$	1,602,428	100	%	$	1,762,271	100	%

Inventory, Policy [Policy Text Block]

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

six

months ended

December 31, 2017

and

2016

impairment to inventory value was recorded as

$0

and

$2,090,

respectively. An assessment is made at the end of each fiscal year to determine what inventory items have remained in stock from the close of the previous fiscal year. If such items exist, either a reserve is established to reduce inventory value by the value of these items, or these items are removed from the inventory valuation and recorded as an expense. As of

December 31, 2017

and

December 31, 2016,

the expense for slow moving or obsolete inventory was

$0

and

$36,239,

respectively. As of

December 31, 2017

and

June 30, 2017

there was

no

reserve established for slow moving inventory valuation.

Property, Plant and Equipment, Policy [Policy Text Block]

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 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

Intangible Assets, Finite-Lived, Policy [Policy Text Block]

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

six

months ended

December 31, 2017

or for the year ended

June 30, 2017.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

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

six

months ended

December 31, 2017

or for the year ended

June 30, 2017

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

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 

six

months ended

December 31, 2017

or for the year ended

June 30, 2017.

Investments and Fair Value of Financial Instruments, Policy [Policy Text Block]

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). 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. There were

no

transfers between levels during the

six

months ended

December 31, 2017

and

2016.

Revenue Recognition, Policy [Policy Text Block]

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 monitoring service in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, the delivery has occurred,

no

other significant obligations of the Company exist, and collectability is probable. Product is considered delivered to the customer once it 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.

Income Tax, Policy [Policy Text Block]

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, Policy [Policy Text Block]

Advertising Costs

The Company expenses the cost of advertising as incurred. Advertising costs

for the

three

and

six

months ended

December 31, 2017

were

$0.87

 million and

$1.72

 million, respectively, as compared to

$1.05

 million and

$1.83

 million for the

three

and

six

month periods ended

December 31, 2016.

Comprehensive Income, Policy [Policy Text Block]

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. Other comprehensive income, foreign currency translation (loss) gain was approximately (

$46

) thousand and

$5

 thousand for the

three

months ended 

December 31, 2017

and

2016,

respectively, and approximately (

$39

) thousand and (

$85

) thousand for the

six

months ended December

31,

2017

and

2016,

respectively.

Short-term Investment Valuation

Other comprehensive income (loss) attributed to changes in the valuation of short-term investments held for sale by Wainwright was approximately (

$37

) 

thousand and

$0

for the 

three

months ended

December 31, 2017

and

2016,

respectively, and

approximately (

$45

) thousand and (

$7

) for the

six

months ended December

31,

2017

and

2016.

Segment Reporting, Policy [Policy Text Block]

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 it

s subsidiaries (Refer to Note

17

of the Financial Statements).

Business Combinations Policy [Policy Text Block]

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 each of the

three

and

six

months ended

December 31, 2017

and

2016,

a determination was made that

no

adjustments were necessary.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

The Company has reviewed new accounting pronouncements issued between

October 13, 2017,

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

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. 

XML

Note 2 - Summary of Significant Accounting Policies (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Three M onths E nded December 3 1 , 2017				Three M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	2,499,615	52	%	$	3,683,953	57	%
USCI		979,375	20	%		1,323,374	20	%
UNG		874,162	18	%		894,996	14	%
All Others		492,472	10	%		570,208	9	%
Total	$	4,845,624	100	%	$	6,472,531	100	%

	Six M onths E nded December 3 1 , 2017				Six M onths E nded December 3 1 , 201 6
	Revenue				Revenue
Fund
USO	$	5,443,460	54	%	$	7,303,214	57	%
USCI		1,957,993	20	%		2,696,650	21	%
UNG		1,572,018	16	%		1,718,109	13	%
All Others		1,030,101	10	%		1,122,502	9	%
Total	$	10,003,572	100	%	$	12,840,475	100	%

	December 31, 2017				June 30, 2017
	Accounts Receivable				Accounts Receivable
Fund
USO	$	799,623	50	%	$	1,060,421	60	%
USCI		326,005	20	%		317,032	18	%
UNG		312,466	20	%		217,760	12	%
All Others		164,334	10	%		167,058	10	%
Total	$	1,602,428	100	%	$	1,762,271	100	%

Property, Plant and Equipment, Estimated Useful Life [Table Text Block]

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

XML

Note 3 - Basic and Diluted Net Income Per Share (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	For the Three Months Ended December 3 1 , 2017
	Net Income			Shares		Per Share
Basic loss per share:
Net loss available to common shareholders	$	(22,103	)		29,559,139	$	(0.00	)
Effect of dilutive securities
Preferred stock Series B		-					-
Diluted loss per share	$	(22,103	)		29,559,139	$	(0.00	)

	For the Three Months Ended December 3 1 , 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,016,446		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	1,016,446		38,298,159	$	0.03

	For the Six Months Ended December 3 1 , 2017
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	849,601		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	849,601		38,298,159	$	0.02

	For the Six Months Ended December 3 1, 2016
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	2,326,940		29,559,139	$	0.08
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	2,326,940		38,298,159	$	0.06

XML

Note 4 - Inventories (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	December 3 1 ,		June 30,
	2017		201 7
Raw materials	$	47,628	$	43,088
Supplies and packing materials		301,436		125,241
Finished goods		577,358		275,945
Total	$	926,422	$	444,274

XML

Note 5 - Property and Equipment, Net (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Property, Plant and Equipment [Table Text Block]

	December 3 1 , 2017			June 30, 201 7
Plant and equipment	$	1,467,151		$	1,460,180
Furniture and office equipment		173,763			162,781
Vehicles		372,190			185,866
Total property, plant and equipment, gross		2,013,104			1,808,827
Accumulated depreciation		(750,852	)		(649,362	)
Total property, plant and equipment, net	$	1,262,252		$	1,159,465

XML

Note 6 - Intangible Assets (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Indefinite-Lived Intangible Assets [Table Text Block]

	December 3 1 ,			June 30,
	2017			201 7
Brand name	$	402,123		$	402,123
Domain name		36,913			36,913
Customer relationships		500,252			500,252
Non-compete agreement		84,982			84,982
Recipes		21,601			21,601
Total		1,045,871			1,045,871
Less : accumulated amortization		(206,552	)		(146,595	)
Net intangibles	$	839,319		$	899,276

	December 3 1 ,			June 30,
	2017			201 7
Customer relationships	$	500,252			500,252
Less: accumulated amortization		(84,902	)		(59,684	)
Total customer relationships, net	$	415,350			440,568

	December 3 1 ,			June 30,
	2017			201 7
Brand name	$	402,123		$	402,123
Less: accumulated amortization		(68,931	)		(48,660	)
Total brand name, net	$	333,192		$	353,463

	December 3 1 ,			June 30,
	2017			201 7
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(15,297	)		(11,576	)
Total brand name, net	$	21,616		$	25,337

	December 3 1 ,			June 30,
	2017			201 7
Recipes	$	21,601		$	21,601
Less: accumulated amortization		(10,435	)		(8,257	)
Total recipes, net	$	11,166		$	13,344

	December 3 1 ,			June 30,
	2017			2017
Non-compete agreement	$	84,982		$	84,982
Less: accumulated amortization		(26,986	)		(18,418	)
Total non-compete agreement, net	$	57,996		$	66,564

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Years Ending June 30 ,	Expense
2018	$	59,468
2019		118,937
2020		118,937
2021		108,648
2022		90,237
Thereafter		343,092
Total	$	839,319

XML

Note 7 - Investments and Fair Value of Financial Instruments (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

	December 3 1 , 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	479,910	$	-	$	-		$	479,910
USCI mutual fund investment		2,500,000		203,720		-			2,703,720
Hedged asset		395,000		-		(211,912	)		183,088
Other equities		1,577		-		(440	)		1,137
Total short-term investments	$	3,376,487	$	203,720	$	(212,352	)		3,367,855

	June 30, 2017
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	86,204	$	-	$	-		$	86,204
USCI mutual fund investment		2,500,000		-		(49,080	)		2,450,920
MENU ETF investment		768,427		41,473		-			809,900
Hedged asset		187,000		43,746		-			230,746
Other equities		1,577		-		(598	)		979
Total short-term investments	$	3,543,208	$	85,219	$	(49,678	)	$	3,578,749

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

	December 3 1 , 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	479,910	$	479,910	$	-	$	-
Mutual fund investment		2,703,720		2,703,720		-		-
Hedge asset		183,088		-		183,088		-
Other equities		1,137		1,137		-		-
Total	$	3,367,855	$	3,184,767	$	183,088	$	-

	June 30, 2017
	Total		Level 1		Level 2		Level 3
Money market funds	$	86,204	$	86,204	$	-	$	-
Mutual fund investment		2,450,920		2,450,920		-		-
ETF investment		809,900		809,900		-		-
Hedge asset		230,746		-		230,746		-
Other equities		979		979		-		-
Total	$	3,578,749	$	3,348,003	$	230,746	$	-

XML

Note 8 - Other Assets (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Other Assets [Table Text Block]

	December 3 1 ,		June 30,
	2017		201 7
Prepaid expenses and deposits	$	190,546	$	212,301
Notes receivable		-		150,000
Other current assets		4,000		7,298
Total	$	194,546	$	369,599

XML

Note 10 - Accounts Payable and Accrued Expenses (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	December 3 1 , 2017		June 30, 2017
Accounts payable	$	1,179,137	$	1,781,772
Accrued interest		44,650		32,410
Taxes payable		-		123
Deferred rent		9,201		13,402
Accrued payroll and vacation pay		395,042		349,507
Other accrued expenses		704,836		665,641
Total	$	2,332,866	$	2,842,855

XML

Note 11 - Related Party Transactions (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Debt [Table Text Block]

	December 3 1 , 2017		June 30, 201 7
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

XML

Note 13 - Business Combinations (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

Item		Amount
Inventory	$	325,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Goodwill – provisional (1)		2,856,993
Total Purchase Price	$	3,482,172

XML

Note 16 - Commitments and Contingencies (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year Ended June 30,	Lease Amount
2018	$	68,844
2019		61,352
2020		18,110
2021		10,516
2022		1,753
Total minimum lease commitment	$	160,575

Year Ended June 30,	Lease Amount
2018	$	17,385
2019		31,873
Total minimum lease commitment	$	49,258

Year Ended June 30,	Lease Amount
2018	$	68,000
2019		45,000
Total minimum lease commitment	$	113,000

Year Ended June 30,	Lease Amount
2018	$	31,220
2019		93,788
2020		95,804
2021		66,216
Total minimum lease commitment	$	287,028

XML

Note 17 - Segment Reporting (Tables)

6 Months Ended

Dec. 31, 2017

Notes Tables

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

	December 3 1 , 2017		June 30, 201 7
Identifiable assets:
Corporate headquarters	$	1,419,122	$	3,302,979
U.S.A. : fund management		12,597,454		12,721,559
U.S.A. : beauty products and other		3,725,181		89,459
New Zealand : food industry		1,962,633		2,203,725
Canada : security alarm monitoring		1,835,051		1,278,161
Consolidated total	$	21,539,441	$	19,595,883

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

	Three-Months Ended December 3 1 , 2017			Three Months Ended December 3 1 , 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	88,485		$	25,039
U.S.A. : investment fund management		4,845,624			6,472,531
New Zealand : food industry		1,235,193			1,203,521
Canada : security alarm monitoring		1,196,215			828,114
Consolidated total	$	7,365,517		$	8,529,205
Net (loss) income after taxes:
Corporate headquarters	$	(700,146	)	$	(158,992	)
U.S.A. : beauty products and other		(30,071	)		(16,035	)
U.S.A. : investment fund management		474,172			1,068,716
New Zealand : food industry		11,311			17,154
Canada : security alarm monitoring		222,631			105,603
Consolidated total	$	(22,103	)	$	1,016,446

	Six -Months Ended December 31, 2017			Six Months Ended December 31 , 2016
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	110,990		$	89,566
U.S.A. : investment fund management		10,003,572			12,840,475
New Zealand : food industry		2,497,653			2,394,081
Canada : security alarm monitoring		1,976,116			1,641,660
Consolidated total	$	14,588,331		$	16,965,782
Net (loss) income after taxes:
Corporate headquarters	$	(1,372,748	)	$	(337,906	)
U.S.A. : beauty products and other		(26,085	)		(32,867	)
U.S.A. : investment fund management		1,898,300			2,486,232
New Zealand : food industry		18,830			(7,640	)
Canada : security alarm monitoring		331,304			219,121
Consolidated total	$	849,601		$	2,326,940

Reconciliation of Capital Expenditures from Segments to Consolidated [Table Text Block]

Capital expenditures:	Three Months Ended December 3 1 , 2017		Three Months Ended December 3 1 , 201 6
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		9,356		5,521
Canada : security alarm monitoring		-		4,442
Consolidated total	$	9,554	$	9,963

Capital expenditures:	Six Months Ended December 31, 2017		Six Months Ended December 31, 201 6
Corporate headquarters	$	198	$	-
U.S.A.: beauty products and other		-		-
U.S.A.: investment fund management		-		-
New Zealand : food industry		59,386		43,049
Canada : security alarm monitoring		187,115		4,297
Consolidated total	$	246,699	$	47,346

XML

Note 2 - Summary of Significant Accounting Policies (Details Textual) NZD in Millions, CAD in Millions	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2017 USD ($)	Dec. 31, 2017 NZD	Dec. 31, 2017 USD ($)	Dec. 31, 2017 CAD
Allowance for Doubtful Accounts Receivable. Related Parties					$ 0		$ 0
Allowance for Doubtful Accounts Receivable					0		46,551
Asset Impairment Charges			$ 0	$ 2,090
Inventory Write-down			0	36,239
Inventory Valuation Reserves					0		0
Impairment of Intangible Assets, Finite-lived			0		0
Goodwill, Impairment Loss	$ 0	$ 0	0	0	0
Impairment of Long-Lived Assets Held-for-use			0		$ 0
Advertising Expense	870,000	1,050,000	1,720,000	1,830,000
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	(45,704)	4,714	(38,803)	(85,460)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Net of Tax	$ (36,536)	$ 0	$ (44,829)	$ (7,121)
Wainwright [Member]
Cash, Uninsured Amount							3,800,000
Wainwright [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Concentration Risk, Percentage	100.00%		100.00%	100.00%
Wainwright [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Concentration Risk, Percentage		100.00%	100.00%		100.00%
Wainwright [Member] | CANADA
Cash, Uninsured Amount							500,000	CAD 0.7
Wainwright [Member] | Non-US [Member]
Cash, Uninsured Amount						NZD 0.6	$ 400,000
Brigadier [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Concentration Risk, Percentage	27.00%	46.00%	36.00%	46.00%
Number of Major Customers	1
Brigadier [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | One Customer [Member]
Concentration Risk, Percentage	32.00%
Brigadier [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Concentration Risk, Percentage			19.00%		40.00%
Brigadier [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member]
Concentration Risk, Percentage	48.00%				0.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Major Customer 1 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	17.00%	16.00%	18.00%	18.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Major Customer 1 [Member] | Gasoline Convenience Store Sector [Member]
Concentration Risk, Percentage	44.00%	43.00%	42.00%	42.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	11.00%	11.00%	11.00%	11.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Grocery Industry [Member]
Number of Major Customers			0		0
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gasoline Convenience Store Sector [Member]
Number of Major Customers			0		0
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Independent Retailers Sector [Member]
Number of Major Customers			0		0
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer 1 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage			25.00%		26.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage			14.00%		11.00%
Gourmet Foods [Member] | Customer Concentration Risk [Member] | Sales Revenue, Gross [Member] | Independent Retailers Sector [Member]
Number of Major Customers			0	0

XML

Note 2 - Summary of Significant Accounting Policies - Concentration Risk (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Revenue, related parties	$ 4,845,624	$ 6,472,531	$ 10,003,572	$ 12,840,475
Accounts receivable, related parties	1,602,428		1,602,428		$ 1,762,271
Wainwright [Member]
Revenue, related parties	4,800,000	6,500,000	10,000,000	12,800,000
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Wainwright [Member]
Revenue, related parties	$ 4,845,624		$ 10,003,572	$ 12,840,475
Concentration risk percentage	100.00%		100.00%	100.00%
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Wainwright [Member] | Customers Related to the USO Fund [Member]
Revenue, related parties	$ 2,499,615		$ 5,443,460	$ 7,303,214
Concentration risk percentage	52.00%		54.00%	57.00%
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties	$ 979,375		$ 1,957,993	$ 2,696,650
Concentration risk percentage	20.00%		20.00%	21.00%
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties	$ 874,162		$ 1,572,018	$ 1,718,109
Concentration risk percentage	18.00%		16.00%	13.00%
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties	$ 492,472		$ 1,030,101	$ 1,122,502
Concentration risk percentage	10.00%		10.00%	9.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member]
Revenue, related parties		$ 6,472,531
Concentration risk percentage		100.00%	100.00%		100.00%
Accounts receivable, related parties	$ 1,602,428		$ 1,602,428		$ 1,762,271
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the USO Fund [Member]
Revenue, related parties		$ 3,683,953
Concentration risk percentage		57.00%	50.00%		60.00%
Accounts receivable, related parties	799,623		$ 799,623		$ 1,060,421
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties		$ 1,323,374
Concentration risk percentage		20.00%	20.00%		18.00%
Accounts receivable, related parties	326,005		$ 326,005		$ 317,032
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties		$ 894,996
Concentration risk percentage		14.00%	20.00%		12.00%
Accounts receivable, related parties	312,466		$ 312,466		$ 217,760
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties		$ 570,208
Concentration risk percentage		9.00%	10.00%		10.00%
Accounts receivable, related parties	$ 164,334		$ 164,334		$ 167,058

XML

Note 2 - Summary of Significant Accounting Policies - Useful Life of Property, Plant, and Equipment (Details)	6 Months Ended
	Dec. 31, 2017
Minimum [Member] | Machinery and Equipment [Member]
Property, plant, and equipment, useful life (Year)	5 years
Minimum [Member] | Furniture and Fixtures [Member]
Property, plant, and equipment, useful life (Year)	3 years
Minimum [Member] | Vehicles [Member]
Property, plant, and equipment, useful life (Year)	3 years
Maximum [Member] | Machinery and Equipment [Member]
Property, plant, and equipment, useful life (Year)	10 years
Maximum [Member] | Furniture and Fixtures [Member]
Property, plant, and equipment, useful life (Year)	5 years
Maximum [Member] | Vehicles [Member]
Property, plant, and equipment, useful life (Year)	5 years

XML

Note 3 - Basic and Diluted Net Income Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Net income (loss) available to common shareholders, basic	$ (22,103)	$ 1,016,446	$ 849,601	$ 2,326,940
Shares, basic (in shares)	29,559,139	29,559,139	29,559,139	29,559,139
Basic income (loss) per share (in dollars per share)	$ 0	$ 0.03	$ 0.03	$ 0.08
Effect of dilutive securities, shares (in shares)		8,739,020	8,739,020	8,739,020
Effect of dilutive securities, per share (in dollars per share)
Net Income (loss) available to common shareholders, diluted	$ (22,103)	$ 1,016,446	$ 849,601	$ 2,326,940
Shares, diltued (in shares)	29,559,139	38,298,159	38,298,159	38,298,159
Diluted income (loss) per share (in dollars per share)	$ 0	$ 0.03	$ 0.02	$ 0.06

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Note 4 - Inventories - Inventory Summary (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Raw materials	$ 47,628	$ 43,088
Supplies and packing materials	301,436	125,241
Finished goods	577,358	275,945
Total	$ 926,422	$ 444,274

XML

Note 5 - Property and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Depreciation	$ 85,276	$ 71,209	$ 168,067	$ 139,873

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Note 5 - Property and Equipment, Net - Property and Equipment Summary (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Plant and equipment, gross	$ 2,013,104	$ 1,808,827
Accumulated depreciation	(750,852)	(649,362)
Total property, plant and equipment, net	1,262,252	1,159,465
Plant and Equipment [Member]
Plant and equipment, gross	1,467,151	1,460,180
Furniture and Fixtures [Member]
Plant and equipment, gross	173,763	162,781
Vehicles [Member]
Plant and equipment, gross	$ 372,190	$ 185,866

XML

Note 6 - Intangible Assets (Details Textual) - USD ($)			3 Months Ended		6 Months Ended
	Jun. 02, 2016	Aug. 11, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Amortization of Intangible Assets			$ 29,979	$ 29,979	$ 59,957	$ 59,957
Gourmet Foods Acquisition [Member] | Customer Relationships [Member]
Finite-lived Intangible Assets Acquired		$ 66,153
Finite-Lived Intangible Assets, Remaining Amortization Period		10 years
Gourmet Foods Acquisition [Member] | Brand Name [Member]
Finite-lived Intangible Assets Acquired		$ 61,429
Finite-Lived Intangible Assets, Remaining Amortization Period		10 years
Gourmet Foods Acquisition [Member] | Domain Name [Member]
Finite-lived Intangible Assets Acquired		$ 21,601
Finite-Lived Intangible Assets, Remaining Amortization Period		5 years
Gourmet Foods Acquisition [Member] | Recipes [Member]
Finite-lived Intangible Assets Acquired		$ 21,601
Finite-Lived Intangible Assets, Remaining Amortization Period		5 years
Brigadier Security Systems Acquisition [Member] | Customer Relationships [Member]
Finite-lived Intangible Assets Acquired	$ 434,099
Finite-Lived Intangible Assets, Remaining Amortization Period	10 years
Brigadier Security Systems Acquisition [Member] | Brand Name [Member]
Finite-lived Intangible Assets Acquired	$ 340,694
Finite-Lived Intangible Assets, Remaining Amortization Period	10 years
Brigadier Security Systems Acquisition [Member] | Domain Name [Member]
Finite-lived Intangible Assets Acquired	$ 15,312
Finite-Lived Intangible Assets, Remaining Amortization Period	5 years
Brigadier Security Systems Acquisition [Member] | Noncompete Agreements [Member]
Finite-lived Intangible Assets Acquired	$ 84,982
Finite-Lived Intangible Assets, Remaining Amortization Period	5 years

XML

Note 6 - Intangible Assets - Summary of Finite-lived Intangible Assets (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Finite-lived intangible assets, gross	$ 1,045,871	$ 1,045,871
Less : accumulated amortization	(206,552)	(146,595)
Total	839,319	899,276
Brand Name [Member]
Finite-lived intangible assets, gross	402,123	402,123
Less : accumulated amortization	(68,931)	(48,660)
Total	333,192	353,463
Customer Relationships [Member]
Finite-lived intangible assets, gross	500,252	500,252
Less : accumulated amortization	(84,902)	(59,684)
Total	415,350	440,568
Domain Name [Member]
Finite-lived intangible assets, gross	36,913	36,913
Less : accumulated amortization	(15,297)	(11,576)
Total	21,616	25,337
Recipes [Member]
Finite-lived intangible assets, gross	21,601	21,601
Less : accumulated amortization	(10,435)	(8,257)
Total	11,166	13,344
Noncompete Agreements [Member]
Finite-lived intangible assets, gross	84,982	84,982
Less : accumulated amortization	(26,986)	(18,418)
Total	$ 57,996	$ 66,564

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Note 6 - Intangible Assets - Schedule of Amortization (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
2018	$ 59,468
2019	118,937
2020	118,937
2021	108,648
2022	90,237
Thereafter	343,092
Total	$ 839,319	$ 899,276

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Note 7 - Investments and Fair Value of Financial Instruments (Details Textual) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Available-for-sale Securities	$ 3,367,855	$ 3,578,749
Equity Method Investments	$ 0	$ 0

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Note 7 - Investments and Fair Value of Financial Instruments - Investments (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Investments, cost	$ 3,376,487	$ 3,543,208
Investments, gross unrealized gains	203,720	85,219
Investments, gross unrealized losses	(212,352)	(49,678)
Investments	3,367,855	3,578,749
Money Market Funds [Member]
Investments, cost	479,910	86,204
Investments, gross unrealized gains
Investments, gross unrealized losses
Investments	479,910	86,204
Mutual Fund [Member]
Investments, cost	2,500,000	2,500,000
Investments, gross unrealized gains	203,720
Investments, gross unrealized losses		(49,080)
Investments	2,703,720	2,450,920
Hedge Asset [Member]
Investments, cost	395,000	187,000
Investments, gross unrealized gains		43,746
Investments, gross unrealized losses	(211,912)
Investments	183,088	230,746
ETF [Member]
Investments, cost		768,427
Investments, gross unrealized gains		41,473
Investments, gross unrealized losses
Investments		809,900
Other Equities [Member]
Investments, cost	1,577	1,577
Investments, gross unrealized gains
Investments, gross unrealized losses	(440)	(598)
Investments	$ 1,137	$ 979

XML

Note 7 - Investments and Fair Value of Financial Instruments - Valuation of Securities (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Investments	$ 3,367,855	$ 3,578,749
Fair Value, Inputs, Level 1 [Member]
Investments	3,184,767	3,348,003
Fair Value, Inputs, Level 2 [Member]
Investments	183,088	230,746
Fair Value, Inputs, Level 3 [Member]
Investments
Money Market Funds [Member]
Investments	479,910	86,204
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	479,910	86,204
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Mutual Fund [Member]
Investments	2,703,720	2,450,920
Mutual Fund [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	2,703,720	2,450,920
Mutual Fund [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Mutual Fund [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Hedge Asset [Member]
Investments	183,088	230,746
Hedge Asset [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Hedge Asset [Member] | Fair Value, Inputs, Level 2 [Member]
Investments	183,088	230,746
Hedge Asset [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
ETF [Member]
Investments		809,900
ETF [Member] | Fair Value, Inputs, Level 1 [Member]
Investments		809,900
ETF [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
ETF [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Other Equities [Member]
Investments	1,137	979
Other Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	1,137	979
Other Equities [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Other Equities [Member] | Fair Value, Inputs, Level 3 [Member]
Investments

XML

Note 8 - Other Assets (Details Textual)	Dec. 31, 2017 NZD	Dec. 31, 2017 USD ($)	Jun. 30, 2017 USD ($)
Other Assets, Current		$ 194,546	$ 369,599
Restricted Cash and Cash Equivalents	NZD 20,000	14,395	14,870
Other Assets, Noncurrent		518,073	509,538
Wainwright [Member]
Assets, Noncurrent		518,073	509,538
Cost Method Investments		$ 500,000	500,000
Cost Method Investment, Ownership Percentage	10.00%	10.00%
Other Assets, Noncurrent		$ 18,073	$ 9,538

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Note 8 - Other Assets - Components of Other Current Assets (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Prepaid expenses and deposits	$ 190,546	$ 212,301
Notes receivable		150,000
Other current assets	4,000	7,298
Total	$ 194,546	$ 369,599

XML

Note 9 - Goodwill (Details Textual) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Goodwill, Impairment Loss	$ 0	$ 0	$ 0	$ 0	$ 0

XML

Note 10 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Accounts payable	$ 1,179,137	$ 1,781,772
Accrued interest	44,650	32,410
Taxes payable		123
Deferred rent	9,201	13,402
Accrued payroll and vacation pay	395,042	349,507
Other accrued expenses	704,836	665,641
Total	$ 2,332,866	$ 2,842,855

XML

Note 11 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2017
Interest Expense, Related Party	$ 6,120	$ 71	$ 12,239	$ 141
Revenue from Related Parties	4,845,624	6,472,531	10,003,572	12,840,475
Accounts Receivable, Related Parties	1,600,000		1,600,000		$ 1,800,000
Expense Waiver Funds, Related Party	200,000		400,000
Fund Expense Limitation Amount, Related Party		100,000		400,000
Waivers Payable, Related Party	900,000		900,000		$ 600,000
Wainwright [Member]
Revenue from Related Parties	$ 4,800,000	$ 6,500,000	$ 10,000,000	$ 12,800,000

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Note 11 - Related Party Transactions - Notes Payable (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017
Notes payable	$ 603,500	$ 603,500
Notes Payable Due on December 31, 2012 [Member]
Notes payable	3,500	3,500
Notes Payable Due on May 25, 2022 [Member]
Notes payable	250,000	250,000
Notes Payable Due on April 8, 2022 [Member]
Notes payable	$ 350,000	$ 350,000

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Note 11 - Related Party Transactions - Notes Payable (Details) (Parentheticals)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2017
Notes Payable Due on December 31, 2012 [Member]
Notes payable, interest rate	8.00%	8.00%
Notes payable, maturity date	Dec. 31, 2012	Dec. 31, 2012
Notes Payable Due on May 25, 2022 [Member]
Notes payable, interest rate	4.00%	4.00%
Notes payable, maturity date	May 25, 2022	May 25, 2022
Notes Payable Due on April 8, 2022 [Member]
Notes payable, interest rate	4.00%	4.00%
Notes payable, maturity date	Apr. 08, 2022	Apr. 08, 2022

XML

Note 12 - Equipment Loans (Details Textual)	3 Months Ended		6 Months Ended
	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2017 CAD	Jun. 30, 2017 USD ($)
Notes Payable	$ 250,349		$ 250,349		CAD 314,817
Notes Payable, Current	51,274		51,274			$ 17,388
Notes Payable, Noncurrent	199,075		199,075			$ 72,605
Interest Expense, Debt	$ 2,712	$ 0	$ 4,866	$ 0

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Note 13 - Business Combinations (Details Textual)		Dec. 18, 2017 USD ($)	Dec. 15, 2017	Nov. 17, 2017	Dec. 09, 2016 $ / shares shares	Dec. 31, 2017 USD ($) $ / shares	Jun. 30, 2017 USD ($) $ / shares
Goodwill						$ 3,355,966	$ 498,973
Common Stock, Par or Stated Value Per Share | $ / shares						$ 0.001	$ 0.001
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio				30
Wainwright Acquisition Agreement [Member]
Business Combinations, Stock Purchase Agreement, Shares Purchased | shares					1,741
Common Stock, Par or Stated Value Per Share | $ / shares					$ 0.01
Convertible Preferred Stock, Shares Issued upon Conversion | shares					6,236,079
Wainwright Acquisition Agreement [Member] | Convertible Preferred Stock [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares					311,804
Wainwright Acquisition Agreement [Member] | Reverse Stock Split [Member] | Convertible Preferred Stock [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio			30
Wainwright Acquisition Agreement [Member] | Common Stock [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares					27,293,330
Wainwright Acquisition Agreement [Member] | Common Stock [Member] | Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio			30
Kahnalytics [Member] | The Original Sprout LLC [Member]
Business Combination, Consideration Transferred		$ 3,500,000
Payments to Acquire Businesses, Gross		982,172
Other Payments to Acquire Businesses		1,250,000
Goodwill	[1]	$ 2,856,993
Nicholas Gerber and Scott Schoenberger [Member] | Wainwright [Member]
Ownership Percentage					50.00%
Nicholas Gerber and Scott Schoenberger [Member] | Concierge Technologies [Member]
Ownership Percentage					50.00%

[1] Values have been allocated to tangible assets and goodwill on a provisional basis while the Company completes its asset valuation and awaits the findings of an independent valuation of the intangible assets including the provisional goodwill amount of $2,856,993.

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Note 13 - Business Combinations - Acquisition of the Assets of The Original Sprout, LLC (Details) - USD ($)		Dec. 31, 2017	Dec. 18, 2017	Jun. 30, 2017
Goodwill – provisional		$ 3,355,966		$ 498,973
Kahnalytics [Member] | The Original Sprout LLC [Member]
Inventory			$ 325,866
Accounts receivable			288,804
Furniture, fixtures and equipment			1,734
Pre-payments of inventory			8,775
Goodwill – provisional	[1]		2,856,993
Total Purchase Price			$ 3,482,172

[1] Values have been allocated to tangible assets and goodwill on a provisional basis while the Company completes its asset valuation and awaits the findings of an independent valuation of the intangible assets including the provisional goodwill amount of $2,856,993.

XML

Note 14 - Stockholders' Equity (Details Textual)		6 Months Ended
	Nov. 17, 2017	Dec. 31, 2017 shares
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock, Shares Issued upon Conversion		20
Convertible Preferred Stock, Conversion Eligible, Days after Issuance has Transpired		270 days
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	30

XML

Note 15 - Income Taxes (Details Textual) - USD ($)		3 Months Ended		6 Months Ended			12 Months Ended
	Dec. 22, 2017	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2018	Dec. 31, 2017	Dec. 31, 2016	Jun. 30, 2018
Unrecognized Tax Benefits		$ 200,000			$ 200,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense					0	$ 0
Income Tax Expense (Benefit)		614,681	$ 587,038		$ 1,111,449	$ 1,657,049
Effective Income Tax Rate Reconciliation, Repatriation Foreign Earnings, Foreign Cash and Certain Other Net Current Assets, Percent	15.50%
Effective Income Tax Rate Reconciliation, Repatriation Foreign Earnings, Remaining Income, Percent	8.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent					35.00%
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount		50,000
Foreign Earnings Repatriated		1,000,000
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability		$ 500,000
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Earliest Tax Year [Member]
Open Tax Year					2013
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | Latest Tax Year [Member]
Open Tax Year					2017
Scenario, Forecast [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent				21.00%			28.00%

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Note 16 - Commitments and Contingencies (Details Textual)		3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 02, 2018	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)	Dec. 31, 2017 NZD	Dec. 31, 2017 USD ($)
Expense Waivers						$ 589,093			$ 866,316
Expense Waiver Expense		$ 218,000	$ 490,000	$ 408,000	$ 239,000
Defined Contribution Plan, Employer Discretionary Contribution Amount						$ 84,000	$ 63,000
Class A Share Class [Member]
Fund Expense Ratio, Maximum Threshold, Percent								1.30%	1.30%
Class I Share Class [Member]
Fund Expense Ratio, Maximum Threshold, Percent								0.95%	0.95%
General Security Lease Agreement [Member]
Operating Lease Arrangement, Collateral Amount								NZD 110,000	$ 78,058
Lease Arrangement for Primary Facility [Member]
Operating Lease Arrangement, Collateral Amount								NZD 20,000	$ 14,395
Gourmet Foods [Member] | Leased Factory and Warehouse Located in Tauranga, New Zealand [Member]
Lessor, Operating Lease, Term of Contract				3 years
Lessor, Operating Lease, Renewal Term				3 years
Operating Lease, Monthly Rent				$ 11,474
Brigadier [Member]
Payments for Rent		39,687	38,498	80,049	77,130
Brigadier [Member] | Leased Office and Storage Facilities Located in Saskatoon, Saskatchewan [Member]
Operating Lease, Monthly Rent				4,488
Wainwright [Member] | Leased Office Space in Oakland, California [Member]
Operating Leases, Rent Expense, Net		36,175	$ 36,917	72,340	$ 71,608
The Original Sprout LLC [Member] | Office and Warehouse Space in San Clemente, CA [Member]
Operating Lease, Monthly Rent				$ 7,805
Payments for Rent		$ 2,331
The Original Sprout LLC [Member] | Office and Warehouse Space in San Clemente, CA [Member] | Scenario, Forecast [Member]
Lessee, Operating Lease, Term of Contract	3 years
USCF [Member]
Defined Contribution Plan, Minimum Age Requirement for Participation				21 years
Defined Contribution Plan, Minimum Years of Service Requirement				1 year

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Note 16 - Commitments and Contingencies - Operating Lease Future Minimum Payments (Details)	Dec. 31, 2017 USD ($)
Gourmet Foods [Member]
2018	$ 68,844
2019	61,352
2020	18,110
2021	10,516
2022	1,753
Total minimum lease commitment	160,575
Brigadier [Member]
2018	17,385
2019	31,873
Total minimum lease commitment	49,258
Wainwright [Member]
2018	68,000
2019	45,000
Total minimum lease commitment	113,000
The Original Sprout LLC [Member]
2018	31,220
2019	93,788
2020	95,804
2021	66,216
Total minimum lease commitment	$ 287,028

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Note 17 - Segment Reporting (Details Textual)	6 Months Ended
	Dec. 31, 2017
Number of Reportable Segments	4

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Note 17 - Segment Reporting - Reconciliation of Assets by Segment (Details) - USD ($)	Dec. 31, 2017	Jun. 30, 2017	Jun. 30, 2016
Identifiable assets	$ 21,539,441	$ 19,595,883	$ 19,595,883
Corporate Segment [Member]
Identifiable assets	1,419,122		3,302,979
U.S.A Investment Fund Management [Member]
Identifiable assets	12,597,454		12,721,559
USA Beauty Products and Other [Member]
Identifiable assets	3,725,181		89,459
New Zealand Food Industry Segment [Member]
Identifiable assets	1,962,633		2,203,725
Canada Security Alarm Monitoring Segment [Member]
Identifiable assets	$ 1,835,051		$ 1,278,161

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Note 17 - Segment Reporting - Reconciliation of Revenue by Segment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Net revenue	$ 7,365,517	$ 8,529,205	$ 14,588,331	$ 16,965,782
Net income	(22,103)	1,016,446	849,601	2,326,940
USA Beauty Products and Other [Member]
Net revenue	88,485	25,039	110,990	89,566
Net income	(30,071)	(16,035)	(26,085)	(32,867)
U.S.A Investment Fund Management [Member]
Net revenue	4,845,624	6,472,531	10,003,572	12,840,475
Net income	474,172	1,068,716	1,898,300	2,486,232
New Zealand Food Industry Segment [Member]
Net revenue	1,235,193	1,203,521	2,497,653	2,394,081
Net income	11,311	17,154	18,830	(7,640)
Canada Security Alarm Monitoring Segment [Member]
Net revenue	1,196,215	828,114	1,976,116	1,641,660
Net income	222,631	105,603	331,304	219,121
Corporate Segment [Member]
Net income	$ (700,146)	$ (158,992)	$ (1,372,748)	$ (337,906)

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Note 17 - Segment Reporting - Reconciliation of Capital Expenditures by Segment (Details) - USD ($)	3 Months Ended		6 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Capital expenditures	$ 9,554	$ 9,963	$ 246,699	$ 47,346
Corporate Segment [Member]
Capital expenditures	198		198
USA Beauty Products and Other [Member]
Capital expenditures
U.S.A Investment Fund Management [Member]
Capital expenditures
New Zealand Food Industry Segment [Member]
Capital expenditures	9,356	5,521	59,386	43,049
Canada Security Alarm Monitoring Segment [Member]
Capital expenditures		$ 4,442	$ 187,115	$ 4,297