Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2017

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

-Q should be read in conjunction with information included in the Company’s

2017

Form

-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

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

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

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

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

% 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

as of June

30,

2017

Concierge, through Gourmet Foods, has

three

major customer groups comprising the gross revenues to Gourmet Foods;

) grocery,

) gasoline convenience stores, and

) independent retailers.

The grocery and food industry is dominated by several large chain operations, which are customers of Gourmet Foods, and there are

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.

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

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

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

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

and

$36,239,

respectively. As of

December 31, 2017

and

June 30, 2017

there was

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

to the Financial Statements).

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

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

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

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: (

) market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and (

) 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

– 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

– Inputs other than quoted prices included within Level

that are observable for the asset or liability, either directly or indirectly. Level

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

– 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

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,

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

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

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

for the

three

months ended

December 31, 2017

and

2016,

respectively, and

approximately (

$45

) thousand and (

) 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

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

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

-K, and the filing date of this Quarterly Report on Form

-Q and has determined that

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.

Estimated Useful Life (in

years)

Plant and equipment:

Furniture and office equipment: