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 March 31, 2019

OR

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

Commission File Number: 000-29913

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

1202 Puerta Del Sol

San Clemente, CA 92673

949-429-5370

Fax: 888.312.0124

(Address and telephone number of registrant's principal

executive offices and principal place of business)

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

☒   Yes     ☐    No

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

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

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

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

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

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

Title of Each Class of Security	Trading Symbol	Name of Exchange on Which Registered
Common Stock, $0.001 Par Value	CNCG	OTC Markets QB Exchange

The registrant had 37,237,519 shares of Common Stock, $0.001 par value, and 53,032 shares of Series B Convertible, Voting, Preferred Stock on May 10, 2019. Series B Preferred stock is convertible, under certain conditions, to 20 shares of common stock for each share of Series B Preferred stock. Each share of Series B Preferred stock votes as 20 shares of common stock.

CONCIERGE TECHNOLOGIES, INC.

Table of Contents

	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	3
Condensed Consolidated Balance Sheets as of March 31, 2019 and June 30, 2018	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended March 31, 2019 and 2018	4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended March 31, 2019 and 2018	5
Condensed Statements of Convertible Preferred Stock and Stockholders' Equity for the Nine Months Ended March 31, 2019 and 2018	6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2019 and 2018	7
Notes to Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
Part II. OTHER INFORMATION	31
Item 1. Legal Proceedings	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	32
Signatures	34

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, 2018. 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)

	March 31, 2019			June 30, 2018
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	8,731,303		$	7,524,114
Accounts receivable, net		1,050,412			1,068,240
Accounts receivable - related parties		1,207,361			1,458,159
Inventories		1,212,076			931,065
Prepaid income tax and tax receivable		2,159,380			2,138,636
Investments		1,035,991			3,204,005
Other current assets		482,851			374,617
Total current assets		15,879,374			16,698,836
Restricted cash		13,609			13,536
Property and equipment, net		854,245			1,080,471
Goodwill		915,790			915,790
Intangible assets,  net		2,743,370			2,995,231
Deferred tax assets, net		865,120			865,120
Other assets		523,607			532,165
Total assets	$	27,795,115		$	23,101,149
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	3,042,058		$	3,249,387
Expense waivers		462,462			662,650
Purchase consideration payable		-			1,205,000
Notes payable - related parties		3,500			3,500
Equipment loans		25,463			46,705
Total current liabilities		3,533,483			5,167,242
Notes payable - related parties		600,000			600,000
Equipment loans, net of current portion		66,461			149,491
Deferred tax liabilities		208,419			208,419
Total liabilities		4,408,363			6,125,152
STOCKHOLDERS' EQUITY
Convertible preferred stock, par value $0.001; 50,000,000 shares authorized Series B: 53,032 issued and outstanding at March 31, 2019 and 436,951 at June 30, 2018		53			437
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,237,519 shares issued and outstanding at March 31, 2019 and 29,559,139 at June 30, 2018		37,237			29,559
Additional paid-in capital		9,178,838			9,186,132
Accumulated other comprehensive (loss) income		(144,939	)		148,808
Retained earnings		8,315,563			7,611,061
Total stockholders' equity		17,386,752			16,975,997
Total liabilities and stockholders' equity	$	21,795,115		$	23,101,149

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 Nine Month Periods Ended
	March 31,						March 31,
	2019			2018			2019			2018
Net revenue
Fund management - related party	$	3,567,702		$	4,345,234		$	11,729,689		$	14,348,806
Food products		1,114,958			1,236,137			3,471,776			3,752,093
Security alarm monitoring		819,695			553,723			2,378,421			2,527,958
Beauty products and other		749,889			654,842			2,549,674			765,833
Net revenue		6,252,244			6,789,936			20,129,560			21,394,690
Cost of revenue		1,637,694			1,447,459			5,233,458			4,173,924
Gross profit		4,614,550			5,342,477			14,896,102			17,220,766
Operating expense
General & administrative expense		997,321			1,279,509			3,153,638			3,835,759
Fund operations		1,130,070			1,207,562			3,540,458			3,632,571
Marketing and advertising		678,664			1,031,003			2,313,322			2,747,351
Depreciation and amortization		173,387			201,630			523,595			430,740
Salaries and compensation		1,473,004			1,400,331			4,578,376			4,349,771
Total operating expenses		4,452,446			5,120,035			14,109,389			14,996,192
Income from operations		162,104			222,442			786,713			2,224,574
Other (expense) income
Other (expense) income		1,731			(228,380	)		(508,543	)		(262,174	)
Interest and dividend income		3,011			102,597			358,425			108,976
Interest expense		(7,064	)		(72,793	)		(22,436	)		(86,574	)
Total other (expense) income, net		(2,322	)		(198,576	)		(172,554	)		(239,772	)
Income before income taxes		159,782			23,866			614,159			1,984,802
Provision of income taxes		(83,898	)		(23,087	)		(189,608	)		(1,134,422	)
Net income	$	75,884		$	779		$	424,551		$	850,380
Weighted average shares of common stock
Basic		34,045,383			29,559,139			31,021,688			29,559,139
Diluted		38,298,159			38,298,159			38,298,159			38,298,159
Net income per common share
Basic	$	0.00		$	(0.00	)	$	0.01		$	0.03
Diluted	$	0.00		$	(0.00	)	$	0.01		$	0.02

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 March 31,					Nine Months Ended March 31,
	2019		2018			2019			2018
Net income	$	75,884	$	779		$	424,551		$	850,380
Other comprehensive (loss) income
Foreign currency translation (loss) gain		44,912		(52,004	)		(13,796	)		(55,003	)
Changes in short-term investment valuation		-		269,162			-			188,529
Comprehensive income	$	120,796	$	217,937		$	410,755		$	983,906

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

5

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY 

FOR THE NINE MONTH PERIODS ENDING MARCH 31, 2019 AND MARCH 31, 2018

Period Ending March 31, 2019	Preferred Stock (Series B)						Common Stock
	Number of Shares			Amount			Number of Shares		Par Value		Additional Paid - in Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2018		436,951		$	437			29,559,139	$	29,559	$	9,186,132		$	148,808		$	7,611,061	$	16,975,997
(Loss) on currency translation		-			-			-		-		-			(11,583	)		-		(11,583	)
Reclass of investment gains		-			-			-		-		-			(279,951	)		279,951		-
Net income		-			-			-		-		-			-			285,954		285,954
Balance at September 30, 2018		436,951			437			29,559,139		29,559		9,186,132			(142,726	)		8,176,966		17,250,368
(Loss) on currency translation		-			-			-		-		-			(47,125	)		-		(47,125	)
Net income		-			-			-		-		-			-			62,713		62,713
Balance at December 31, 2018		436,951			437			29,559,139		29,559		9,186,132			(189,851	)		8,239,679		17,265,956
Gain on currency translation		-			-			-		-		-			44,912			-		44,912
Conversion of preferred shares		(383,919	)		(384	)		7,678,380		7,678		(7,294	)		-			-		-
Net income		-			-			-		-		-			-			75,884		75,884
Balance at March 31, 2019		53,032		$	53			37,237,519	$	37,237	$	9,178,838		$	(144,939	)	$	8,315,563	$	17,386,752

Period Ending March 31, 2018	Preferred Stock (Series B)					Common Stock
	Number of Shares		Amount			Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive  Income (Loss)			Retained Earnings			Total Stockholders' Equity
Balance at July 1, 2017		436,951	$	2,011,934			29,559,139	$	29,559	$	7,174,635	$	119,338		$	5,876,375		$	13,199,907
Gain on currency translation		-		-			-		-		-		42,705			-			42,705
Change in investment valuation		-		-			-		-		-		(44,097	)		-			(44,097	)
Net income		-		-			-		-		-		-			871,704			871,704
Balance at September 30, 2017		436,951		2,011,934			29,559,139		29,559		7,174,635		117,946			6,748,079			14,070,219
Reclassification of Series B Preferred stock par value (1)		-		437			-		-		-		-			-			437
Reclassification of Series B Preferred to APIC (1)		-		(2,011,497	)		-		-		2,011,497		-			-			2,011,497
(Loss) on currency translation		-		-			-		-		-		(45,704	)		-			(45,704	)
Change in investment valuation		-		-			-		-		-		(36,536	)		-			(36,536	)
Net loss		-		-			-		-		-		-			(22,103	)		(22,103	)
Balance at December 31, 2017		436,951		437			29,559,139		29,559		9,186,132		35,706			6,725,976			15,977,810
(Loss) on currency translation		-		-			-		-		-		(52,004	)		-			(52,004	)
Change in investment valuation		-		-			-		-		-		269,162			-			269,162
Net income		-		-			-		-		-		-			779			779
Balance at March 31, 2018		436,951	$	437			29,559,139	$	29,559	$	9,186,132	$	252,864		$	6,726,755		$	16,195,747

Note (1) Upon issuance of the preferred shares in the Wainwright acquisition, the Company no longer had sufficient authorized, unissued, common stock to allow for Series B conversion. Accordingly, the Series B was reclassified to the mezzanine section. On December 15, 2017 a 1:30 reverse stock split was completed and allowed for the Series B shares to be moved from the mezzanine section to stockholders' equity. All share amounts have been adjusted for the reverse stock split (Note 14).

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

6

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Month Periods Ended March 31,
	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	424,551		$	850,380
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		523,595			430,740
(Gain) loss on sale of investments		(29,463	)		341,553
(Gain) loss on disposal of property and equipment		(3,381	)		(3,193	)
Decrease (increase) in current assets:
Accounts receivable		11,381			404,667
Accounts receivable - related party		250,798			319,654
Deferred taxes, net		-			371,837
Prepaid income taxes		110,124			(377,523	)
Inventories		(284,506	)		(131,318	)
Other current assets		(109,728	)		(164,258	)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses		(350,473	)		(154,745	)
Expense waivers - related party		(200,187	)		466,069
Net cash (used in) provided by operating activities		342,711			2,353,863
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets		(1,205,000	)		(2,254,672	)
Purchase of property and equipment		(26,985	)		(302,133	)
Sale of investments		3,197,479			1,372,019
Purchase of investments		(1,000,000	)		(1,023,593	)
Net cash provided by (used in) investing activities		965,494			(2,208,379	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equipment loan		-			178,604
Repayment of equipment loan		(104,272	)		(55,199	)
Net cash provided by financing activities		(104,272	)		123,405
Effect of exchange rate change on cash and cash equivalents		3,256			65,897
NET INCREASE IN CASH AND CASH EQUIVALENTS		1,207,189			334,786
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		7,524,114			6,730,486
CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	8,731,303		$	7,065,272
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes	$	43,000		$	960,800
Non-cash activities:
Purchase consideration payable (see Note 13)	$	-		$	1,227,500

7

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIALS STATEMENTS

(UNAUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Accounting Principles

The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2018 Form 10-K filed on September 28, 2018 with the U.S. Securities and Exchange Commission.

Principles of Consolidation

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

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

Use of Estimates

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

Cash and Cash Equivalents

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

8

Accounts Receivable, net and Accounts Receivable - Related Parties

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. The Company does not currently maintain an allowance for doubtful accounts as it believes all accounts are collectible. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns to determine whether or not an account should be deemed uncollectible. Reserves, if any, are recorded on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of March 31, 2019 and June 30, 2018, the Company had nil and $51,747, respectively, listed as doubtful accounts.

Accounts receivable - related parties, consist of fund asset management fees receivable from the Wainwright business. Management fees receivable generally consist of one month of management fees which are collected in the month after they are earned. As of March 31, 2019, and June 30, 2018, there is no allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers & Suppliers – Concentration of Credit Risk

Concierge, through Brigadier, is dependent upon its contractual relationship with an alarm monitoring company who pays Brigadier for supplying and installing alarm systems and continues to remit monthly recurring revenues in exchange for customer service and support functions. Sales to the largest customer, which includes system installations and recurring monthly payments, totaled 46% of the total revenues for the three months ended March 31, 2019 and 52% for the nine months ended March 31, 2019 as compared to 51% of the total revenues for the three month period ended March 31, 2018 and 39% for the nine month period ended March 31, 2018, respectively, while accounting for approximately 31% and 35% of accounts receivable as of March 31, 2019 and June 30, 2018, respectively. Another large customer for the three months ended March 31, 2019 accounted for 12% of the total revenues and 23% of the accounts receivable while being insignificant in total sales for the nine month period ending March 31, 2019. A third significant customer for the three months ended March 31, 2019 accounted for 10% of total revenues and 16% of accounts receivable. Neither of the later two customers had significant sales totals for the three or nine month periods ended March 31, 2019.

Concierge, through Gourmet Foods, has three major customer groups comprising the gross revenues to Gourmet Foods; 1) grocery, 2) gasoline convenience stores, and 3) independent retailers. The grocery and food industry is dominated by several large chain operations, which are customers of Gourmet Foods, and there are no long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however the relationships have been in place for sufficient time to give management reasonable confidence in their continuing business. For the three months ended March 31, 2019 and 2018, our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 19% and 22%, respectively, of our gross sales revenues as compared to 21% and 20%, respectively, for the nine months ended March 31, 2019 and 2018. The same customer accounted for 25% and 33% of our accounts receivable for as of March 31, 2019 and June 30, 2018, respectively. The second largest customer in the grocery industry accounted for approximately 11% and 12% of our gross revenues for the three and nine month periods ended March 31, 2019, respectively, as compared to 12% and 11% of gross revenues for the three and nine month periods ended March 31, 2018. The same customer accounted for 16% of our accounts receivable as of March 31, 2019 compared to 16% as of June 30, 2018. 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 nine months ended March 31, 2019 accounted for approximately 46% and 44%, respectively, of our gross sales revenues as compared to 42% and 42% for the three and nine months ended March 31, 2018. 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.

Concierge, through Original Sprout, has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but may not be significant during other periods. Original Sprout had 2 significant customers for the three month period ended March 31, 2019, accounting for 13% of total revenues each. Neither of these customers had significant sales for the three month period ended March 31, 2018. One of these customers also accounted for 11% of the total revenues for the nine month period ended March 31, 2019. Because the current business only commenced on December 18, 2017, there is no meaningful comparison data for the nine month period ending March 31, 2018.  One of these same customers accounted for 22% of accounts receivable at March 31, 2019 and 10% at June 30, 2018, while the other was insignificant. 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.

9

For our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated three and nine month revenues as of March 31, 2019 and March 31, 2018 along with the accounts receivable at March 31, 2019 as compared with June 30, 2018 as depicted below.

	Three Months Ended March 31, 2019				Three Months Ended March 31, 2018
	Revenue				Revenue
Fund
USO	$	1,803,427	51	%	$	2,187,506	50	%
USCI		912,419	25	%		1,038,924	24	%
UNG		432,915	12	%		648,691	15	%
All Others		418,941	12	%		470,113	11	%
Total	$	3,567,702	100	%	$	4,345,234	100	%

	Nine Months Ended March 31, 2019				Nine Months Ended March 31, 2018
	Revenue				Revenue
Fund
USO	$	5,641,829	48	%	$	7,630,965	53	%
USCI		3,262,108	28	%		2,996,917	21	%
UNG		1,510,303	13	%		2,220,710	16	%
All Others		1,315,449	11	%		1,500,214	10	%
Total	$	11,729,689	100	%	$	14,348,806	100	%

	March 31, 2019				June 30, 2018
	Accounts Receivable				Accounts Receivable
Fund
USO	$	598,810	49	%	$	674,535	46	%
USCI		309,916	26	%		431,288	30	%
UNG		142,351	12	%		182,399	12	%
All Others		156,284	13	%		169,937	12	%
Total	$	1,207,361	100	%	$	1,458,159	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 nine months ended March 31, 2019 and 2018 impairment to inventory value was recorded as $0 and $0, 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. For the three and nine month periods ended March 31, 2019 and March 31, 2018, the expense for slow moving or obsolete inventory was $0 for each. As of March 31, 2019 and June 30, 2018 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

10

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 nine months ended March 31, 2019 or 2018.

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 nine months ended March 31, 2019 or 2018.

Impairment of Long-Lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the three or nine months ended March 31, 2019 or March 31, 2018.

Investments and Fair Value of Financial Instruments

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) on the condensed consolidated statements of comprehensive income. The Company values its investments in accordance with Accounting Standards Codification ("ASC") 820 – Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC 820 relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC 820 establishes a fair value hierarchy that distinguishes between: (1) market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and (2) The Company’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The three levels defined by the ASC 820 hierarchy are as follows:

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

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

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

In some instances, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest input level that is significant to the fair value measurement in its entirety. There were no transfers between levels during the nine months ended March 31, 2019 and 2018.

11

Revenue Recognition

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. 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. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company. 

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

1. Identifying the contract(s) with customers

2. Identifying the performance obligations in the contract

3. Determining the transaction price

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

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

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security alarm revenue in the Condensed Consolidated Statements of Operations. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security alarm revenue in the Condensed Consolidated Statements of Operations, which for the three and nine months ended March 31, 2019, were approximately $181 thousand and $545 thousand, respectively, or approximately 22% and 23%, of the total security alarm revenues. These revenues for the three and nine months ended March 31, 2019 account for approximately 3% and 3%, respectively, of total consolidated revenues. None of the other subsidiaries of the Company generate revenues from long term contracts.

Because the Company has no contract with the end user, and the monthly payments for customer support services are made to the Company by the monitoring company who has a contract with the end user, and end user customers are subject to cancellation through no control of the Company; therefore, no deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis. Other impacts due to adoption of the new standard include a reclassification of certain expenses from selling, general and administrative expense to cost of goods sold. These reclassifications applied to all expenses that are incurred due to receipt of revenues or recording of a sales invoice and included such items as sales commissions, credit card processing fees, technician wages for warranty services, out-bound shipping, and customer support functions. The overall effect was a slight increase to cost of goods sold and an equal reduction in selling, general and administrative expenses with no change in operating income. These reclassifications were applied to all subsidiary companies and had no material effect on a consolidated basis to our condensed consolidated statements of operations.

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.

12

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. 

Marketing and Advertising Costs

The Company expenses the cost of marketing and advertising as incurred. Marketing and advertising costs for the three and nine months ended March 31, 2019 were approximately $0.7 million and $2.3 million, respectively, as compared to approximately $1.0 million and $2.7 million for the three and nine month periods ended March 31, 2018.

Other Comprehensive Income (Loss)

Foreign Currency Translation

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

Short-Term Investment Valuation

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

Segment Reporting

The Company defines operating segments as components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries (Refer to Note 17 of the 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 nine months ended March 31, 2019 and 2018, a determination was made that no adjustments were necessary, except for the amount provisionally recorded to goodwill as related to the purchase of assets by Original Sprout. After the results of an independent valuation of the identifiable intangible assets were known, the Company's subsidiary Original Sprout restated its purchase price allocation in accordance with the table found in Note 13 to these financial statements.

13

Recent Accounting Pronouncements

On July 1, 2018 the Company adopted ASU 2016-01 Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities and Accounting Standards Codification ("ASC") 606 - Revenue from Contracts with Customers ("ASC 606"). A summary of the effects of the initial adoption of ASU 2016-01 and ASC 606 follows:

	ASU 2016-01			ASC 606		Total
Increase (decrease):
Assets	$	-		$	-	$	-
Liabilities	$	-		$	-	$	-
Accumulated other comprehensive income	$	(279,951	)	$	-	$	(279,951	)
Retained earnings	$	279,951		$	-	$	279,951

The above (“ASU 2016-01”) entry reclasses accumulated gains from changes in short-term investment valuations previously recorded in comprehensive income to retained earnings. ASU 2016-01 requires that unrealized gains and losses arising from changes in market values of our investments in equity securities be recorded in the condensed consolidated statements of operations rather than in accumulated other comprehensive income (loss) on the balance sheet. Prior to July 1- 2018, investment gains and losses related to equity securities were reflected on the condensed consolidated statements of comprehensive income.

The Company has reviewed new accounting pronouncements issued between September 28, 2018, the filing date of our most recent prior Annual Report on Form 10-K, and the filing date of this Quarterly Report on Form 10-Q and has determined that no new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.

NOTE 3. BASIC AND DILUTED NET INCOME PER SHARE

Basic net 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.

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

	For the Three Months Ended March 31, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	75,884		34,045,383	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		4,252,776		-
Diluted income per share	$	75,884		38,298,159	$	0.00

	For the Three Months Ended March 31, 2018
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	779		29,559,139	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	779		38,298,159	$	0.00

14

	For the Nine Months Ended March 31, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	424,551		31,021,688	$	0.01
Effect of dilutive securities
Preferred stock Series B		-		7,276,471		-
Diluted income per share	$	424,551		38,298,159	$	0.01

	For the Nine Months Ended March 31, 2018
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	850,380		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	850,380		38,298,159	$	0.02

NOTE 4. INVENTORIES

Inventories consisted of the following as of:

	March 31,		June 30,
	2019		2018
Raw materials	$	247,277	$	195,674
Supplies and packing materials		166,693		142,257
Finished goods		798,106		593,134
Total	$	1,212,076	$	931,065

NOTE 5. PROPERTY AND EQUIPMENT, NET

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

	March 31, 2019			June 30, 2018
Plant and equipment	$	1,529,210		$	1,487,568
Furniture and office equipment		185,970			171,978
Vehicles		328,746			351,381
Total property, plant and equipment, gross		2,043,926			2,010,927
Accumulated depreciation		(1,189,681	)		(930,456	)
Total property, plant and equipment, net	$	854,245		$	1,080,471

For the three and nine month periods ended March 31, 2019 depreciation expense for property, plant and equipment totaled $90,659 and $271,734, respectively, as compared to $90,306 and $259,460 for the three and nine month periods ended March 31, 2018, respectively. 

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	March 31,			June 30,
	2019			2018
Brand name	$	1,142,123		$	1,142,122
Domain name		36,913			36,913
Customer relationships		700,252			700,252
Non-compete agreement		274,982			274,982
Recipes and formulas		1,221,601			1,221,601
Total		3,375,871			3,375,870
Less : accumulated amortization		(632,501	)		(380,639	)
Net intangibles	$	2,743,370		$	2,995,231

15

CUSTOMER RELATIONSHIPS

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

	March 31,			June 30,
	2019			2018
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(183,896	)		(124,895	)
Total customer relationships, net	$	516,356			575,357

BRAND NAME

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired brand name was estimated to be $61,429 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired brand name was estimated to be $340,694 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired Original Sprout LLC. The fair value of the acquired brand name was determined to be $740,000 and is considered to have an indefinite life. Unlike the brand names of Gourmet Foods and Brigadier Security Systems, Original Sprout is an actual product name and recognized associated brand that is identifiable to consumers of the product and is the basis of the value proposition. That brand name will forever be associated with the product offering unless and until such time in the future as the Company may elect to discontinue use of the brand and move towards establishment of an alternate product offering. Therefore, the Company will test for impairment of the brand name “Original Sprout” at each reporting interval with no amortization recognized. As of December 31, 2018 no impairment was recorded.

	March 31,			June 30,
	2019			2018
Brand name	$	1,142,123		$	1,142,122
Less: accumulated amortization		(119,059	)		(88,872	)
Total brand name, net	$	1,023,064		$	1,053,250

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.

	March 31,			June 30,
	2019			2018
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(24,500	)		(18,958	)
Total brand name, net	$	12,413		$	17,955

RECIPES AND FORMULAS

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

	March 31,			June 30,
	2019			2018
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(208,149	)		(92,303	)
Total recipes and formulas, net	$	1,013,452		$	1,129,298

16

NON-COMPETE AGREEMENT

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

	March 31,			June 30,
	2019			2018
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(96,897	)		(55,612	)
Total non-compete agreement, net	$	178,085		$	219,370

AMORTIZATION EXPENSE

The total intangible amortization expense for the three and nine months ended March 31, 2019 was $82,728 and $251,861, respectively, as compared to $71,992 and $131,948, respectively, for the three and nine months ended March 31, 2018.

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

Years Ending June 30,	Expense
2019	$	83,647
2020		335,508
2021		325,678
2022		306,809
2023		286,508
Thereafter		1,405,220
Total	$	2,743,370

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 exists, but significant influence exists are recorded as per the equity method of investment accounting. As of December 31, 2018, and June 30, 2018, there were no investments requiring the equity method investment accounting.

With respect to ASU 2016-01, we reclassified net after-tax unrealized gains on equity securities as of June 30, 2018 from accumulated other comprehensive income to retained earnings. We continue to carry our investments in equity securities at fair value and there is no change to the asset values or total shareholders’ equity that we would have otherwise recorded. Beginning July 1, 2018 we are including unrealized gains and losses arising from the changes in the fair values of our equity securities as a component of investment gains and losses in the condensed consolidated statements of operations. ASU 2016-01 prohibited the restatement of prior year financial statements and for periods ending prior to 2018, unrealized gains and losses from the changes in fair value of available-for-sale equity securities were recorded in other comprehensive income.

Investments measured at estimated fair value consist of the following as of March 31, 2019 and June 30, 2018:

	March 31, 2019
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	1,000,335	$	-	$	-		$	1,000,335
USCF mutual fund investment		-		-		-			-
Hedged asset		33,203		-		-			33,203
Other equities		3,421		-		(968	)		2,453
Total investments	$	1,036,959	$	-	$	(968	)		1,035,991

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	June 30, 2018
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	180,138	$	-	$	-		$	180,138
USCF mutual fund investment		2,500,000		280,480					2,780,480
Hedged asset		523,100		-		(280,761	)		242,339
Other equities		1,577		-		(529	)		1,048
Total investments	$	3,204,815	$	280,480	$	(281,290	)	$	3,204,005

The following tables summarize the valuation of the Company’s securities at March 31, 2019 and June 30, 2018 using the fair value hierarchy:

	March 31, 2019
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,000,335	$	1,000,335	$	-	$	-
USCF mutual fund investment		-		-		-		-
Hedge asset		33,203		-		33,203		-
Other equities		2,453		2,453		-		-
Total	$	1,035,991	$	1,002,788	$	33,203	$	-

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Money market funds	$	180,138	$	180,138	$	-	$	-
Mutual fund investment		2,780,480		2,780,480		-		-
Hedge asset		242,339		-		242,339		-
Other equities		1,048		1,048		-		-
Total	$	3,204,005	$	2,961,666	$	242,339	$	-

During the three and nine months ended March 31, 2019 and 2018, there were no transfers between Level 1 and Level 2.

NOTE 8. OTHER ASSETS

Other Current Assets

Other current assets totaling $482,851 as of March 31, 2019 and $374,617 as of June 30, 2018 are comprised of various components as listed below.

	March 31,		June 30,
	2019		2018
Prepaid expenses and deposits	$	467,490	$	358,869
Other current assets		15,361		15,748
Total	$	482,851	$	374,617

Restricted Cash

At March 31, 2019 Gourmet Foods had on deposit NZ$20,000 (approximately US$13,609) securing a lease bond for one of its properties. The same amount was posted at June 30, 2018 and translated to approximately US$13,536. The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

Long Term Assets

Other long-term assets totaling $523,607 at March 31, 2019 and $532,165 at June 30, 2018, were attributed to Wainwright and Original Sprout and consisted of

(i)	$500,000 as of March 31, 2019 and June 30, 2018 representing 10% equity investment in a registered investment adviser accounted for on a cost basis,
(ii)	and $23,607 as of March 31, 2019 and $32,165 as of June 30, 2018 representing deposits and prepayments of rent.

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NOTE 9. GOODWILL

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. The amounts recorded in goodwill for March 31, 2019 and June 30, 2018 were $915,790.

Goodwill is comprised of the following amounts:

	March 31, 2019		June 30, 2018
Goodwill – Original Sprout		416,817		416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

The Company evaluates goodwill impairment annually, or more frequently, any time events or circumstances change that would indicate it is more likely than not that the reporting unit carrying value exceeds its fair value. There was no goodwill impairment for the nine months ended March 31, 2019 or 2018.

NOTE 10. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	March 31, 2019		June 30, 2018
Accounts payable	$	1,579,906	$	1,935,645
Accrued interest		93,277		56,689
Taxes payable		139,958		3,938
Deferred rent		36,672		3,681
Accrued payroll and vacation pay		155,500		299,630
Other accrued expenses and liabilities		1,036,745		949,804
Total	$	3,042,058	$	3,249,387

NOTE 11. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	March 31, 2019		June 30, 2018
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 nine months ended March 31, 2019 were $5,987 and $18,227, respectively, and for the three and nine months ended March 31, 2018 the interest expense for all related party notes were $5,987 and $18,227, respectively.

Wainwright - Related Party Transactions

The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s Wainwright revenues, totaling $3.6 million and $11.7 million for the three and nine months ended March 31, 2019, respectively, were earned from these related parties as compared to $4.3 million and $14.3 million for the three and nine month periods ended March 31, 2018. Accounts receivable, totaling $1.2 million and $1.5 million as of March 31, 2019 and June 30, 2018, respectively, were owed from these related parties. Fund expense waivers, totaling $0.1 million and $0.2 million for the three and nine months ended March 31, 2019, respectively, were incurred on behalf of these related parties as compared to $0.2 million and $0.6 million for the three and nine month periods ended March 31, 2018. Waivers payable, totaling $0.5 million and $0.7 million as of March 31, 2019 and June 30, 2018, respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note 16 to the Financial Statements.

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NOTE 12. EQUIPMENT LOANS

As of March 31, 2019, Brigadier had, in the aggregate, an outstanding principal balance of CD$122,643 (approx. US$91,923) 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 March 31, 2019 and June 30, 2018 reflect the amount of the principal balance which is due within twelve months as a current liability of US$25,463 and US$46,705, respectively. Principal amounts under the loans which is due after twelve months are recorded in long term liabilities as US$66,461 and US$149,491 at March 31, 2019 and June 30, 2018 respectively. Interest on the loans is expensed or accrued as it becomes due. Total interest on all vehicle loans for the three and nine months ended March 31, 2019 and was US$1,077 and US$4,209, respectively, as compared to US$2,630 and US$7,596 for the three and nine month periods ended March 31, 2018.

NOTE 13. BUSINESS COMBINATIONS

Acquisition of the assets of The Original Sprout, LLC

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

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

*See Note 6 for further detail of intangible assets acquired

**This amount represents a discount on installment payments and is charged to interest expense as incurred.

On the closing date of the transaction, December 18, 2017, Kahnalytics paid $982,172 in cash towards the purchase price and deposited an additional $1,250,000 in an attorney-held client trust account which was released to the sellers, after downward adjustments due to changes in acquired accounts receivable, on May 18, 2018. The balance of the purchase price, $1,250,000, subject to downward adjustment for prior payments, resulted in a balance of $1,160,000 which was paid on January 5, 2019.

Supplemental Pro Forma Information

The following unaudited supplemental pro forma information for the three and nine month periods ending March 31, 2019 and 2018, assumes the acquisition of the Original Sprout LLC assets had occurred as of July 1, 2017, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and may not necessarily reflect the actual results of operations had the assets of Original Sprout LLC been operated as part of the company since July 1, 2017. Furthermore, the pro forma results do not intend to predict the future results of operations of the Company.

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The following table presents consolidated unaudited results of operations for the three and nine month periods ended March 31, 2019 and 2018 assuming the acquisition of the Original Sprout LLC assets had occurred as of July 1, 2017.

	Nine Months Ended		Nine Months Ended
	March 31, 2019		March 31, 2018
	Actual		Pro Forma (1)
Net Revenues	$	20,129,560	$	23,467,041
Net Income	$	424,551	$	1,436,402
Basic Earnings per Share	$	0.01	$	0.05
Diluted Earnings per Share	$	0.01	$	0.04

⁽¹⁾ Includes the operation of the assets acquired from Original Sprout on a consolidated basis and the estimated transaction costs, amortization of intangible assets, and estimated income tax.

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

Each issued Series B Voting, Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. On February 7, 2019, the Company converted 383,919 shares of Series B Voting, Convertible Preferred Stock to 7,678,380 shares of common stock per the request of the shareholder and pursuant to the stock designation. After the conversion, there remain 53,032 shares of Series B Voting, Convertible Preferred Stock outstanding as of March 31, 2019.

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 March 31, 2019, the Company's total unrecognized tax benefits were approximately $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the three and nine months ended March 31, 2019 or 2018.

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded a tax provision of $0.2 million and $1.1 million for the nine months ended March 31, 2019 and 2018, respectively. The effective tax rate for the nine months ended March 31, 2019 and 2018 differed from the statutory rate primarily due to the mix of non-deductible items. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

The Company is subject to income taxes in the U.S. federal, various states, Canada and New Zealand tax jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s U.S. tax years 2014 through 2018 will remain open for examination by the federal and state authorities which is three and four years, respectively. The Company’s tax years from acquisition through 2018 remain open for examination by Canada and New Zealand authorities which is four years. As of March 31, 2019, there were no active taxing authority examinations.

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NOTE 16. COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including vehicles. These leases are generally for three-year terms, with options to renew for additional three-year periods. The leases mature between September 2019 and August 2021, and require monthly rental payments of approximately US$11,278 translated to U.S. currency as of March 31, 2019.

Brigadier leases office and storage facilities in Saskatoon and Regina, Saskatchewan with expiration dates in May and June 2019. The company expects to renew its leases on reasonable terms for an additional three years. The minimum lease obligations require monthly payments of approximately US$4,572 translated to U.S. currency as of March 31, 2019.

Original Sprout currently leases office and warehouse space in San Clemente, CA under a three-year lease agreement expiring or renewing at March 1, 2021. Minimum monthly lease payments are approximately $7,837 with increases annually.

Wainwright leases office space in Walnut Creek, California under an operating lease which expires in December 2024. Minimum monthly lease payments are approximately $12,000 with increases annually.

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

Year Ended June 30,	Lease Amount
2019	$	106,049
2020		375,823
2021		340,575
2022		198,719
2023		187,326
2024		100,952
Total minimum lease commitment	$	1,309,444

Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$74,854) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$13,609) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.

Other Agreements and Commitments

USCF 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 remained 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. 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 four funds which have expense waiver provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain thresholds amounts. As of March 31, 2019, and June 30, 2018 the expense waiver payable was $0.5 million and $0.7 million, respectively. 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.

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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 contribution. There were no annual profit sharing contributions paid during the nine months ended March 31, 2019 and 2018.

NOTE 17. SEGMENT REPORTING

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

The following table presents a summary of identifiable assets as of March 31, 2019 and June 30, 2018:

	March 31, 2019		June 30, 2018
Identifiable assets:
Corporate headquarters	$	2,695,581	$	2,123,048
U.S.A.: beauty products and other		3,671,605		13,563,773
U.S.A.: fund management		11,847,588		3,739,979
New Zealand: food industry		1,873,573		1,959,486
Canada: security alarm monitoring		1,706,768		1,714,863
Consolidated total	$	21,795,115	$	23,101,149

The following table presents a summary of operating information for the three months ended March 31, 2019 and 2018:

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	749,889		$	654,842
U.S.A. : investment fund management		3,567,702			4,345,234
New Zealand : food industry		1,114,958			1,236,137
Canada : security alarm monitoring		819,695			553,723
Consolidated total	$	6,252,244		$	6,789,936
Net (loss) income:
Corporate headquarters	$	(304,934	)	$	(184,497	)
U.S.A. : beauty products and other		46,078			(104,387	)
U.S.A. : investment fund management		193,203			198,781
New Zealand : food industry		64,223			102,186
Canada : security alarm monitoring		77,314			(11,304	)
Consolidated total	$	75,884		$	779

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The following table presents a summary of operating information for the nine months ended March 31, 2019 and 2018:

	Nine Months Ended March 31, 2019			Nine Months Ended March 31, 2018
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	2,549,674		$	765,833
U.S.A. : investment fund management		11,729,689			14,348,806
New Zealand : food industry		3,471,776			3,752,093
Canada : security alarm monitoring		2,378,421			2,527,958
Consolidated total	$	20,129,560		$	21,394,690
Net (loss) income:
Corporate headquarters	$	(1,004,133	)	$	(686,055	)
U.S.A. : beauty products and other		253,363			(130,473	)
U.S.A. : investment fund management		796,576			1,226,349
New Zealand : food industry		105,676			121,016
Canada : security alarm monitoring		273,069			319,543
Consolidated total	$	424,551		$	850,380

The following table represents the property, plant and equipment in use at each of the Company's locations as of March 31, 2019 and June 30, 2018:

	As of March 31, 2019			As of June 30, 2018
Asset Location
Corporate headquarters	$	14,305		$	14,305
U.S.A. : beauty products and other		9,545			5,244
New Zealand : food industry		1,678,159			1,627,545
Canada : security alarm monitoring		341,917			363,833
Total All Locations		2,043,926			2,010,927
Less accumulated depreciation		(1,189,681	)		(930,456	)
Net property, plant and equipment	$	854,245		$	1,080,471

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, 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 alarms and monitoring systems.

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

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Results of Operations

Concierge and Subsidiaries

For the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Operating Income

Concierge produced an operating income for the three months ended March 31, 2019 of approximately $0.2 million as compared to approximately $0.2 million for the three months ended March 31, 2018.

Other Expenses and Income Taxes

Other (expense) were ($3) thousand and ($199) thousand for the three months ended March 31, 2019 and 2018, respectively. Provision for income taxes of $84 thousand compared to $23 thousand for the three months ended March 31, 2019 and 2018, respectively, was a result of new federal income tax laws taking effect as of January 1, 2018, but having an effect on tax provisions recorded for prior quarters and the overall estimated tax for the fiscal year ending June 30, 2018. After recording a provision for income tax, net income for the three month periods ended March 31, 2019 and 2018 was $76 thousand and $0.8 thousand, respectively. After giving consideration to currency translation gains of approximately $45 thousand, the comprehensive income for the three months ended March 31, 2019 was approximately $121 thousand as compared to the three months ended March 31, 2018 where the currency translation loss was approximately ($52) thousand, the changes in short term investment valuation was approximately $269 thousand, and the comprehensive income was approximately $218 thousand.

For the Nine Months Ended March 31, 2019 Compared to the Nine Months Ended March 31, 2018

Operating Income

Concierge produced an operating income for the nine months ended March 31, 2019 of approximately $0.8 million as compared to approximately $2.2 million for the nine months ended March 31, 2018. This represents a decrease in operating income of approximately $1.4 million for the nine months ended March 31, 2019 when compared to the nine months ended March 31, 2018, or approximately 65%. The decrease in operating income is attributed to lower Wainwright revenue due to lower assets under management.

Other Expenses and Income Taxes 

Other expenses were ($173) thousand and ($240) thousand for the nine months ended March 31, 2019 and 2018, respectively. A reduction in provision for income taxes to $0.2 million compared to $1.1 million was recorded for the nine months ended March 31, 2019 and 2018, respectively. The resulting net income for the nine months ended March 31, 2019 and 2018 was $0.4 million and $0.9 million, respectively. After giving consideration to currency translation loss of approximately $14 thousand, the comprehensive income for the nine months ended March 31, 2019 was approximately $0.4 million as compared to the nine months ended March 31, 2018 where the currency translation loss was approximately ($55) thousand, the gains in short term investment valuation were approximately $189 thousand, and the comprehensive income was approximately $1 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 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. 

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

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

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

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

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

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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 March 31, 2019, Compared to the Three Months Ended March 31, 2018

Revenue

Average AUM for the three months ended March 31, 2019 decreased to $2.6 billion, or 19%, from the three-month average of $3.2 billion for the three months ended March 31, 2018 due to fund redemption (outflow) trading activity exceeding fund creation (inflow) activity in our larger commodity funds. As a result of decreased AUM, revenue decreased 18%, or $0.78 million, to $3.57 million from $4.35 million over the respective three-month period.

Expenses

Wainwright’s total operating expenses for three months ended March 31, 2019 decreased by $0.61 million to $3.37 million, or 15%, from $3.98 million for the three months ended March 31, 2018. Variable expenses, as described above, decreased $0.16 million over the respective three-month period due to lower overall AUM. General and Administrative expenses decreased $0.14 million to $0.55 million for the three months ended March 31, 2019 from $0.69 million for the three months ended March 31, 2018 due to lower fund expense waivers, professional fees and T&E expenses. Marketing expenses had a decrease of $0.34 million to $0.58 million for the three months ended March 31, 2019 as compared to the comparable prior year period due to a reduction in advertising expenses and variable distribution costs as a result of lower AUM. Employee salaries and compensation expenses were approximately $1.07 million for the three months ended March 31, 2019 compared to $1.04 million for the comparable prior year period.

Income

Income before taxes for the three months ended March 31, 2019 decreased $5 thousand to $0.19 million from $0.20 million for three months ended March 31, 2018 primarily due to the $0.78 million decrease in revenue, offset by decreases in operations expenses, marketing and advertising expenses, and general and administrative expenses mentioned above.

For the Nine Months Ended March 31, 2019, Compared to the Nine Months Ended March 31, 2018

Revenue

Average AUM for the nine months ended March 31, 2019 decreased to $2.8 billion, or 21%, from the nine-month average of $3.5 billion for the nine months ended March 31, 2018. As a result of decreased AUM, revenues decreased 18%, or $2.62 million, to $11.73 million from $14.35 million over the respective nine-month period.

Expenses

Wainwright’s total Operating Expenses for nine months ended March 31, 2019 decreased by $1.16 million to $10.74 million, or 10%, from $11.90 million for nine months ended March 31, 2018. Variable expenses, as described above, decreased $0.34 million over the respective nine-month period due to lower overall AUM. General and Administrative expenses decreased $0.42 million to $1.59 million for the nine months ended March 31, 2019 from $2.01 million for the nine months ended March 31, 2018 due to decreases in fund expense waiver reimbursements based on contractual expense thresholds for certain funds, lower new fund start up expensesand T&E expenses, partially offset by an increase in professional fees. Marketing expenses had a decrease of $0.63 million to $2.01 million for the nine months ended March 31, 2019 as compared to the comparable prior year period due to lower advertising expenses and lower variable distribution cost as a result of lower AUM.. Employee Salaries and Compensation expenses were $3.46 million, or $35 thousand lower, for the nine months ended March 31, 2019 as compared to the comparable prior year period.

Income

Income before taxes for the nine months ended March 31, 2019 decreased $1.31 million to $0.83 million from $2.14 million for the nine months ended March 31, 2018 primarily due to the $2.62 million decrease in revenue partially offset by decreases in operations expenses and in general and administrative expenses.

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Gourmet Foods, Ltd.

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

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 Income found on the Consolidated Balance Sheets.

For the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Net revenues for the three months ended March 31, 2019 were $1.1 million with cost of goods sold of $0.7 million resulting in a gross profit of $0.4 million as compared to the three months ended March 31, 2018 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 March 31, 2019 and the three months ended March 31, 2018 were $0.2 million and $0.3 million producing operating income of $138 thousand and $160 thousand, respectively, or approximately 12% net operating profit for three months ended March 31, 2019 as compared to 13% for the three months ended March 31, 2018.

The depreciation expense, income tax provision and other income totaled $74 thousand for the three months ended March 31, 2019 as compared to $58 thousand for the three months ended March 31, 2018, resulting in income after income taxes of approximately $64 thousand as compared to income after income taxes of approximately $102 thousand, respectively.

For the Nine Months Ended March 31, 2019 Compared to the Nine Months Ended March 31, 2018

Net revenues for the nine months ended March 31, 2019 were $3.5 million with cost of goods sold of $2.5 million resulting in a gross profit of $1 million as compared to the nine months ended March 31, 2018 where net revenues were $3.8 million; cost of goods sold were $2.6 million; and gross profit was $1.2 million.

General, administrative and selling expenses, including wages and marketing, for the nine months ended March 31, 2019 and the nine months ended March 31, 2018 were $0.6 million and $0.9 million producing operating income of $333 thousand and $325 thousand, respectively, or approximately 10% net operating profit for nine months ended March 31, 2019 as compared to 9% for the nine months ended March 31, 2018.

The depreciation expense, income tax provision and other income totaled $225 thousand for the nine months ended March 31, 2019 as compared to $204 thousand for the nine months ended March 31, 2018, resulting in income after income taxes of approximately $106 thousand as compared to income after income taxes of approximately $121 thousand, respectively.

Overall, net profit margins for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax expense and the fluctuation of currency exchange rates with the New Zealand dollar.

Brigadier Security Systems (2000) Ltd.

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

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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 Income found on the Consolidated Balance Sheets.

For the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Net revenues for the three months ended March 31, 2019 were $0.8 million with cost of goods sold recorded as $0.4 million, resulting in a gross profit of $0.4 million, or approximately 45%, as compared to the three months ended March 31, 2018 where net revenues were $0.6 million with cost of goods sold of $0.3 million and a gross profit of $0.3 million, or approximately 50%. The decrease in gross profit margin for the current period is due to changes in accounting guidelines whereby certain operating expenses have now been reclassified to cost of goods sold, thus reducing gross profit and operating expenses equally with no effect to overall operating income.

General, administrative and selling expenses for the three months ended March 31, 2019 were $0.3 million producing an operating profit of $107 thousand or approximately 13% as compared to the three months ended March 31, 2018 where general, administrative and selling expenses of $0.3 million produced an operating loss of $26 thousand, or approximately (5%).

Other income comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $28 thousand for the three months ended March 31, 2019 resulting in income after income taxes of $78 thousand as compared to a net loss of $11 thousand for the three months ended March 31, 2018 where other expense totaled $14 thousand.

For the Nine Months Ended March 31, 2019 Compared to the Nine Months Ended March 31, 2018

Net revenues for the nine months ended March 31, 2019 were $2.4 million with cost of goods sold recorded as approximately $1.3 million, resulting in a gross profit of approximately $1.1 million, or approximately 45%, as compared to the nine months ended March 31, 2018 where net revenues were approximately $2.5 million with cost of goods sold of $1.2 million and a gross profit of $1.3 million, or approximately 50%.

General, administrative and selling expenses for the nine months ended March 31, 2019 were $0.7 million producing an operating profit of $0.4 million or approximately 16% as compared to the nine months ended March 31, 2018 where operating profits were $0.4 million, or approximately 16%, with general, administrative and selling expenses of $0.8 million.

Other expense comprised of depreciation, income tax, interest income, commission income and gain on sale of assets totaled $97 thousand for the nine months ended March 31, 2019 resulting in income after income taxes of $0.3 million as compared to income after income taxes of $0.3 million for the nine months ended March 31, 2018 where other expense totaled $75 thousand.

Original Sprout 

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017 (see Note 13 to the Consolidated Financial Statements). For the three and six month periods ended December 31, 2017, Kahnalytics had incurred de minimis operating losses insignificant to the overall enterprise. Prior to the acquisition of the Original Sprout assets on December 18, 2017, and as of December 31, 2017, the residual business the company was founded to oversee was being wound down as management made preparations to transition focus to another industry. As a result, there is no meaningful comparative data for the nine month period ending March 31, 2018 as business operations did not begin until the end of December 2017. 

For the Three Months Ended March 31, 2019 Compared to the Three Months Ended March 31, 2018

Net revenues for the three months ended March 31, 2019 were approximately $750 thousand with cost of goods sold recorded of approximately $422 thousand producing a gross profit of approximately $328 thousand and a gross margin of approximately 44% as compared to net revenues of $655 thousand, cost of goods sold $344 thousand and a gross profit of approximately $311 thousand, or gross margin of 47%, for the three months ended March 31, 2018. General, administrative and selling expenses for the three month periods ended March 31, 2019 and 2018 were approximately $212 thousand and $267 thousand, respectively, resulting in an operating income of approximately $116 thousand and $44 thousand, respectively, or 16% and 7%. For the three month periods ended March 31, 2019 and 2018, other income and expenses including income tax provision, depreciation and amortization of intangible assets, and interest charges totaled approximately $70 thousand and $148 thousand, respectively. The net income for the three month period ended March 31, 2019 was approximately $46 thousand as compared to a loss for the three month period ending March 31, 2018 of approximately $104 thousand.

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For the Nine Months Ended March 31, 2019

Net revenues for the nine months ended March 31, 2019 were $2.5 million with cost of goods sold recorded of approximately $1.4 million producing a gross profit of approximately $1.1 million and a gross margin of approximately 44%. General, administrative and selling expenses were approximately $0.6 million, resulting in an operating income of approximately $0.5 million or 18%. After consideration given to other income and expenses, including income tax expense, depreciation and amortization of intangible assets, and interest charges of approximately $218 thousand, the net income for the nine months ended March 31, 2019 was approximately $0.3 million.

Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to apply necessary resources into the business of Original Sprout to grow that business segment to its potential. 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, including distribution in New Zealand of the products from Original Sprout. Wainwright will continue to develop innovative and new fund products to grow its portfolio. 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,

● become less reliant on any one industry segment for our working capital,

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

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

● strategically pursue additional company acquisitions.

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 March 31, 2019, we had $8.7 million of cash and cash equivalents on a consolidated basis as compared to $7.5 million as of June 30, 2018. Over the nine month period ending March 31, 2019, we have also reduced our liability balances in accounts payable, equipment loans and purchase price payable resulting in an increase in stockholder equity of approximately $0.5 million. The Company continued to build working capital over the nine month period ending March 31, 2019 by approximately $0.8 million to $12.3 million, or 7%, over the $11.5 million recorded as of June 30, 2018.

Borrowings

As of March 31, 2019, we had $0.7 million of related-party and third-party indebtedness on a consolidated basis as compared to $0.8 million as of June 30, 2018. Concierge, without inclusion of its subsidiary companies, as of March 31, 2019 and June 30, 2018, had $0.6 million of indebtedness. We are not required to make interest payments on our notes until the maturity date.

Current related party notes payable consist of the following:

	March 31, 2019		June 30, 2018
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

On April 8, 2016 and May 25, 2016, the Company entered into convertible promissory note agreements (the “Promissory Notes”) with the Gerber Irrevocable Family Trust, an affiliate of our shareholder and CEO, that resulted in the funding of $350,000 and with the Schoenberger Family Trust, an affiliate of our shareholder and director, that resulted in the funding of $250,000, respectively. The Promissory Notes bear interest at four percent (4%) per annum and increases to nineteen percent (19%) in the event of default by the Company. The Company and the noteholder negotiated the interest rate at arm’s length relying upon the available market rate for long-term deposits at financial institutions as well as the current rate of return realized by the noteholder for cash deposits currently held. Larger deposits traditionally fall into a “Jumbo” rate category with marginally higher returns. Interest ranged from annual percentage rates of 0.01% at the lowest to 1.75% at the highest. Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4 percent annual interest was agreed upon in light of the heightened default risk over traditional investment instruments. There was no beneficial conversion feature identified as of the date of issuance of the Promissory Notes.

30

During the prior eighteen months, our subsidiary Brigadier has been purchasing new service vehicles to replace the aging leased vehicle fleet. The new vehicles are, in part, financed by a Saskatchewan-based bank through an installment loan agreement related to each vehicle collateralized individually as the vehicles are delivered. As of March 31, 2019, Brigadier had, in the aggregate, an outstanding principal balance of CD$122,643 (approximately US$91,923). The loan principal together with interest is amortized over 60 equal monthly installments. (Refer to Note 12 in the Consolidated Financial Statements)

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 previously 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.

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.

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

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 13, 2019, the Company’s board of directors (the “Board”) appointed Kelly Anderson to the Board to fill the vacancy created by the resignation of Tabatha Coffey. Ms. Anderson, a CPA, is a partner in CSuite Financial Partners, a Los Angeles-based executive services firm that provides financial management leadership to publicly traded and privately held companies in multi-industries throughout the United States. Her prior experience includes senior financial management and officer roles with both private and publicly traded companies. There is no arrangement or understanding between Ms. Anderson and any other person pursuant to which she was appointed as director of the Company. No transactions occurred since the beginning of the Company’s last fiscal year, or are currently proposed, to which the Company was a party in which Ms. Anderson had, or is to have, a direct or indirect material interest.

Item 6. Exhibits

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

2.1	Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.2
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.4
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 Thereto5
3.2	Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.6
3.3	Amended Bylaws of Concierge Technologies, Inc. which became the Bylaws of Concierge Technologies, Inc. on March 22, 2017.6
3.9	Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.10
10.1	Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.1
10.2	Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.1
10.3	Convertible Promissory Note by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc. dated January 27, 2016.3
10.4	Amended and Restated Asset Purchase Agreement by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.7
14.1	Code of Business Conduct and Ethics11
16.1	Letter dated April 6, 2017, from Kabani and Company, Inc.8
17.1	Departure of Director9
31.1(1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(1)	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(1)	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(1)	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

32

⁽¹⁾  Filed herewith.

¹Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.

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

³Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.

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

⁵Previously filed with Current Report on Form 8-K on September 20, 2016 and incorporated by reference herein.

 
⁶Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

⁷Previously filed with Current Report on Form 8-K on November 21, 2017 and incorporated by reference herein.

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

⁹Previously filed with Current Report on Form 8-K on January 4, 2019 and incorporated by reference herein.

¹⁰Previously filed with Current Report on Form 10-K on October 8, 2010 for year ended June 30, 2010 and incorporated by reference herein.

¹¹Previously filed with Current Report on Form 10-K on September 28, 2018 for year ended June 30, 2018 and incorporated by reference herein.

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SIGNATURES

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

	CONCIERGE TECHNOLOGIES, INC.
Dated: May 15, 2019	By:	/s/ Nicholas Gerber
		Nicholas Gerber
		Chief Executive Officer

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

34

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: May 15, 2019

 /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: May 15, 2019

 /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 March 31, 2019, 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: May 15, 2019

 /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 March 31, 2019, 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: May 15, 2019

 /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	9 Months Ended
	Mar. 31, 2019	May 10, 2019
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	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	false
Entity Small Business	true
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		37,237,519
Series B Convertible Preferred Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		53,032

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited)	Mar. 31, 2019 USD ($)	Jun. 30, 2018 USD ($)
CURRENT ASSETS:
Cash and cash equivalents	$ 8,731,303	$ 7,524,114
Accounts receivable, net	1,050,412	1,068,240
Accounts receivable - related parties	1,207,361	1,458,159
Inventories	1,212,076	931,065
Prepaid income tax and tax receivable	2,159,380	2,138,636
Investments	1,035,991	3,204,005
Other current assets	482,851	374,617
Total current assets	15,879,374	16,698,836
Restricted cash	13,609	13,536
Property and equipment, net	854,245	1,080,471
Goodwill	915,790	915,790
Intangible assets, net	2,743,370	2,995,231
Deferred tax assets, net	865,120	865,120
Other assets	523,607	532,165
Total assets	21,795,115	23,101,149
CURRENT LIABILITIES:
Accounts payable and accrued expenses	3,042,058	3,249,387
Expense waivers	462,462	662,650
Purchase consideration payable		1,205,000
Notes payable - related parties	3,500	3,500
Equipment loans	25,463	46,705
Total current liabilities	3,533,483	5,167,242
Notes payable - related parties	600,000	600,000
Equipment loans, net of current portion	66,461	149,491
Deferred tax liabilities	208,419	208,419
Total liabilities	4,408,363	6,125,152
STOCKHOLDERS' EQUITY
Convertible preferred stock, par value $0.001; 50,000,000 shares authorized Series B: 53,032 issued and outstanding at March 31, 2019 and 436,951 at June 30, 2018	53	437
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,237,519 shares issued and outstanding at March 31, 2019 and 29,559,139 at June 30, 2018	37,237	29,559
Additional paid-in capital	9,178,838	9,186,132
Accumulated other comprehensive income	(144,939)	148,808
Retained earnings	8,315,563	7,611,061
Total stockholders' equity	17,386,752	16,975,997
Total liabilities and stockholders' equity	$ 21,795,115	$ 23,101,149

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2019	Jun. 30, 2018
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, authorized (in shares)	50,000,000	50,000,000
Preferred stock, issued (in shares)	53,032	436,951
Preferred stock, outstanding (in shares)	53,032	436,951
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)	37,237,519	29,559,139
Common stock, outstanding (in shares)	37,237,519	29,559,139

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Net revenue
Fund management - related party	$ 3,567,702	$ 4,345,234	$ 11,729,689	$ 14,348,806
Net revenue	6,252,244	6,789,936	20,129,560	21,394,690
Cost of revenue	1,637,694	1,447,459	5,233,458	4,173,924
Gross profit	4,614,550	5,342,477	14,896,102	17,220,766
Operating expense
General & administrative expense	997,321	1,279,509	3,153,638	3,835,759
Fund operations	1,130,070	1,207,562	3,540,458	3,632,571
Marketing and advertising	678,664	1,031,003	2,313,322	2,747,351
Depreciation and amortization	173,387	201,630	523,595	430,740
Salaries and compensation	1,473,004	1,400,331	4,578,376	4,349,771
Total operating expenses	4,452,446	5,120,035	14,109,389	14,996,192
Income from operations	162,104	222,442	786,713	2,224,574
Other (expense) income
Other (expense) income	1,731	(228,380)	(508,543)	(262,174)
Interest and dividend income	3,011	102,597	358,425	108,976
Interest expense	(7,064)	(72,793)	(22,436)	(86,574)
Total other (expense) income, net	(2,322)	(198,576)	(172,554)	(239,772)
Income before income taxes	159,782	23,866	614,159	1,984,802
Provision of income taxes	(83,898)	(23,087)	(189,608)	(1,134,422)
Net income	$ 75,884	$ 779	$ 424,551	$ 850,380
Weighted average shares of common stock
Basic (in shares)	34,045,383	29,559,139	31,021,688	29,559,139
Diluted (in shares)	38,298,159	38,298,159	38,298,159	38,298,159
Net income per common share
Basic income per share (in dollars per share)	$ 0	$ 0	$ 0.01	$ 0.03
Diluted income (loss) per share (in dollars per share)	$ 0	$ 0	$ 0.01	$ 0.02
Food and Beverage [Member]
Net revenue
Revenue	$ 1,114,958	$ 1,236,137	$ 3,471,776	$ 3,752,093
Security Alarm Monitoring [Member]
Net revenue
Revenue	819,695	553,723	2,378,421	2,527,958
Beauty Products and Other [Member]
Net revenue
Revenue	$ 749,889	$ 654,842	$ 2,549,674	$ 765,833

XML

Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Net income (loss)	$ 75,884	$ 779	$ 424,551	$ 850,380
Other comprehensive (loss) income
Foreign currency translation (loss) gain	44,912	(52,004)	(13,796)	(55,003)
Change in investment valuation		269,162		188,529
Comprehensive income	$ 120,796	$ 217,937	$ 410,755	$ 983,906

XML

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($)		Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance (in shares) at Jun. 30, 2017		436,951	29,559,139
Balance at Jun. 30, 2017		$ 2,011,934	$ 29,559	$ 7,174,635	$ 119,338	$ 5,876,375	$ 13,199,907
Gain (loss) on currency translation					42,705		42,705
Net income (loss)						871,704	871,704
Change in investment valuation					(44,097)		(44,097)
Balance (in shares) at Sep. 30, 2017		436,951	29,559,139
Balance at Sep. 30, 2017		$ 2,011,934	$ 29,559	7,174,635	117,946	6,748,079	14,070,219
Balance (in shares) at Jun. 30, 2017		436,951	29,559,139
Balance at Jun. 30, 2017		$ 2,011,934	$ 29,559	7,174,635	119,338	5,876,375	13,199,907
Net income (loss)							850,380
Change in investment valuation							188,529
Balance (in shares) at Mar. 31, 2018		436,951	29,559,139
Balance at Mar. 31, 2018		$ 437	$ 29,559	9,186,132	252,864	6,726,755	16,195,747
Balance (in shares) at Sep. 30, 2017		436,951	29,559,139
Balance at Sep. 30, 2017		$ 2,011,934	$ 29,559	7,174,635	117,946	6,748,079	14,070,219
Gain (loss) on currency translation					(45,704)		(45,704)
Net income (loss)						(22,103)	(22,103)
Change in investment valuation					(36,536)		(36,536)
Reclassification of Series B Preferred stock par value	[1]	437					437
Reclassification of Series B Preferred to APIC	[1]	$ (2,011,497)		2,011,497			2,011,497
Balance (in shares) at Dec. 31, 2017		436,951	29,559,139
Balance at Dec. 31, 2017		$ 437	$ 29,559	9,186,132	35,706	6,725,976	15,977,810
Gain (loss) on currency translation					(52,004)		(52,004)
Net income (loss)						779	779
Change in investment valuation					269,162		269,162
Balance (in shares) at Mar. 31, 2018		436,951	29,559,139
Balance at Mar. 31, 2018		$ 437	$ 29,559	9,186,132	252,864	6,726,755	16,195,747
Balance (in shares) at Jun. 30, 2018		436,951	29,559,139
Balance at Jun. 30, 2018		$ 437	$ 29,559	9,186,132	148,808	7,611,061	16,975,997
Gain (loss) on currency translation					(11,583)		(11,583)
Reclass of investment gains					(279,951)	279,951
Net income (loss)						285,954	285,954
Balance (in shares) at Sep. 30, 2018		436,951	29,559,139
Balance at Sep. 30, 2018		$ 437	$ 29,559	9,186,132	(142,726)	8,176,966	17,250,368
Balance (in shares) at Jun. 30, 2018		436,951	29,559,139
Balance at Jun. 30, 2018		$ 437	$ 29,559	9,186,132	148,808	7,611,061	16,975,997
Net income (loss)							424,551
Change in investment valuation
Balance (in shares) at Mar. 31, 2019		53,032	37,237,519
Balance at Mar. 31, 2019		$ 53	$ 37,237	9,178,838	(144,939)	8,315,563	17,386,752
Balance (in shares) at Sep. 30, 2018		436,951	29,559,139
Balance at Sep. 30, 2018		$ 437	$ 29,559	9,186,132	(142,726)	8,176,966	17,250,368
Gain (loss) on currency translation					(47,125)		(47,125)
Net income (loss)						62,713	62,713
Balance (in shares) at Dec. 31, 2018		436,951	29,559,139
Balance at Dec. 31, 2018		$ 437	$ 29,559	9,186,132	(189,851)	8,239,679	17,265,956
Gain (loss) on currency translation					44,912		44,912
Net income (loss)						75,884	75,884
Conversion of preferred shares (in shares)		(383,919)	7,678,380
Conversion of preferred shares		$ (384)	$ 7,678	(7,294)
Change in investment valuation
Balance (in shares) at Mar. 31, 2019		53,032	37,237,519
Balance at Mar. 31, 2019		$ 53	$ 37,237	$ 9,178,838	$ (144,939)	$ 8,315,563	$ 17,386,752

[1] Upon issuance of the preferred shares in the Wainwright acquisition, the Company no longer had sufficient authorized, unissued, common stock to allow for Series B conversion. Accordingly, the Series B was reclassified to the mezzanine section. On December 15, 2017 a 1:30 reverse stock split was completed and allowed for the Series B shares to be moved from the mezzanine section to stockholders' equity. All share amounts have been adjusted for the reverse stock split (Note 14).

XML

Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Unaudited) (Parentheticals)		3 Months Ended
	Nov. 17, 2017	Sep. 30, 2018
Reverse Stock Split [Member]
Reverse stock split	30	30

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ (424,551)	$ (850,380)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	523,595	430,740
(Gain) loss on sale of investments	(29,463)	341,553
(Gain) loss on disposal of property and equipment	(3,381)	(3,193)
Decrease (increase) in current assets:
Accounts receivable	11,381	404,667
Accounts receivable - related party	250,798	319,654
Deferred taxes, net		371,837
Prepaid income taxes	110,124	(377,523)
Inventories	(284,506)	(131,318)
Other current assets	(109,728)	(164,258)
Increase (decrease) in current liabilities:
Accounts payable and accrued expenses	(350,473)	(154,745)
Expense waivers - related party	(200,187)	466,069
Net cash (used in) provided by operating activities	342,711	2,353,863
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets	(1,205,000)	(2,254,672)
Purchase of property and equipment	(26,985)	(302,133)
Sale of investments	3,197,479	1,372,019
Purchase of investments	(1,000,000)	(1,023,593)
Net cash provided by (used in) investing activities	965,494	(2,208,379)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from equipment loan		178,604
Repayment of equipment loan	(104,272)	(55,199)
Net cash provided by financing activities	(104,272)	123,405
Effect of exchange rate change on cash and cash equivalents	3,256	65,897
NET INCREASE IN CASH AND CASH EQUIVALENTS	1,207,189	334,786
CASH AND CASH EQUIVALENTS, BEGINNING BALANCE	7,524,114	6,730,486
CASH AND CASH EQUIVALENTS, ENDING BALANCE	8,731,303	7,065,272
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income taxes	43,000	960,800
Non-cash activities:
Purchase consideration payable (see Note 13)		$ 1,227,500

XML

Note 1 - Organization and Description of Business

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

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 which manage, operate or are investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange.

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

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

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

See “Note

13.

Business Combinations” for a description of the terms of our acquisitions for our operating businesses.

Concierge manages its operating businesses on a decentralized basis. There are

no

centralized or integrated operational functions such as marketing, sales, legal or other professional services and there is little involvement by Concierge’s management in the day-to-day business affairs of its operating subsidiary businesses. Concierge’s corporate management is responsible for capital allocation decisions, investment activities and selection and retention of the Chief Executive to head each of the operating subsidiaries. Concierge's corporate management is also responsible for corporate governance practices, monitoring regulatory affairs, including those of its operating businesses and involvement in governance-related issues of its subsidiaries as needed.

XML

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2019

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

2018

Form

10

-K filed on

September 28, 2018

with the U.S. Securities and Exchange Commission.

Principles of Consolidation

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

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

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid debt instruments with original maturities of

three

months or less. The Company maintains its cash and cash equivalents in financial institutions in the United States, Canada, and New Zealand. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to

$250,000

per depositor, and accounts in Canada are insured by the Canada Deposit Insurance Corporation up to

CD$100,000

per depositor. Accounts in New Zealand are uninsured. The Company has, at times, held deposits in excess of insured amounts, but the Company does

not

expect any losses in such accounts.

Accounts Receivable, net and Accounts Receivable - Related Parties

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. The Company does

not

currently maintain an allowance for doubtful accounts as it believes all accounts are collectible. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns to determine whether or

not

an account should be deemed uncollectible. Reserves, if any, are recorded on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of

March 31, 2019

and

June 30, 2018,

the Company had

nil

and

$51,747,

respectively, listed as doubtful accounts.

Accounts receivable - related parties, consist of fund asset management fees receivable from the Wainwright business. Management fees receivable generally consist of

one

month of management fees which are collected in the month after they are earned. As of

March 31, 2019,

and

June 30, 2018,

there is

no

allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers & Suppliers – Concentration of Credit Risk

Concierge, through Brigadier, is dependent upon its contractual relationship with an alarm monitoring company who pays Brigadier for supplying and installing alarm systems and continues to remit monthly recurring revenues in exchange for customer service and support functions. Sales to the largest customer, which includes system installations and recurring monthly payments, totaled

46%

of the total revenues for the

three

months ended

March 31, 2019

and

52%

for the

nine

months ended

March 31, 2019

as compared to

51%

of the total revenues for the

three

month period ended

March 31, 2018

and

39%

for the

nine

month period ended

March 31, 2018,

respectively, while accounting for approximately

31%

and

35%

of accounts receivable as of

March 31, 2019

and

June 30, 2018,

respectively. Another large customer for the

three

months ended

March 31, 2019

accounted for

12%

of the total revenues and

23%

of the accounts receivable while being insignificant in total sales for the

nine

month period ending

March 31, 2019.

A

third

significant customer for the

three

months ended

March 31, 2019

accounted for

10%

of total revenues and

16%

of accounts receivable. Neither of the later

two

customers had significant sales totals for the

three

or

nine

month periods ended

March 31, 2019.

Concierge, through Gourmet Foods, has

three

major customer groups comprising the gross revenues to Gourmet Foods;

1

) grocery,

2

) gasoline convenience stores, and

3

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

no

long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however the relationships have been in place for sufficient time to give management reasonable confidence in their continuing business. For the

three

months ended

March 31, 2019

and

2018,

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

19%

and

22%,

respectively, of our gross sales revenues as compared to

21%

and

20%,

respectively, for the

nine

months ended

March 31, 2019

and

2018.

The same customer accounted for

25%

and

33%

of our accounts receivable for as of

March 31, 2019

and

June 30, 2018,

respectively. The

second

largest customer in the grocery industry accounted for approximately

11%

and

12%

of our gross revenues for the

three

and

nine

month periods ended

March 31, 2019,

respectively, as compared to

12%

and

11%

of gross revenues for the

three

and

nine

month periods ended

March 31, 2018.

The same customer accounted for

16%

of our accounts receivable as of

March 31, 2019

compared to

16%

as of

June 30, 2018.

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

nine

months ended

March 31, 2019

accounted for approximately

46%

and

44%,

respectively, of our gross sales revenues as compared to

42%

and

42%

for the

three

and

nine

months ended

March 31, 2018.

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.

Concierge, through Original Sprout, has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but

may

not

be significant during other periods. Original Sprout had

2

 significant customers for the

three

month period ended

March 31, 2019,

accounting for

13%

of total revenues each. Neither of these customers had significant sales for the

three

month period ended

March 31, 2018.

One of these customers also accounted for

11%

of the total revenues for the

nine

month period ended

March 31, 2019.

Because the current business only commenced on

December 18, 2017,

there is

no

meaningful comparison data for the

nine

month period ending

March 31, 2018.  

One of these same customers accounted for

22%

of accounts receivable at

March 31, 2019

and

10%

at

June 30, 2018,

while the other was insignificant. 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 our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated

three

and

nine

month revenues as of

March 31, 2019

and

March 31, 2018

along with the accounts receivable at

March 31, 2019

as compared with

June 30, 2018

as depicted below.

	Three Months Ended March 31, 201 9				Three Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	1,803,427	51	%	$	2,187,506	50	%
USCI		912,419	25	%		1,038,924	24	%
UNG		432,915	12	%		648,691	15	%
All Others		418,941	12	%		470,113	11	%
Total	$	3,567,702	100	%	$	4,345,234	100	%

	Nine Months Ended March 31, 201 9				Nine Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	5,641,829	48	%	$	7,630,965	53	%
USCI		3,262,108	28	%		2,996,917	21	%
UNG		1,510,303	13	%		2,220,710	16	%
All Others		1,315,449	11	%		1,500,214	10	%
Total	$	11,729,689	100	%	$	14,348,806	100	%

	March 31, 201 9				June 30, 201 8
	Accounts Receivable				Accounts Receivable
Fund
USO	$	598,810	49	%	$	674,535	46	%
USCI		309,916	26	%		431,288	30	%
UNG		142,351	12	%		182,399	12	%
All Others		156,284	13	%		169,937	12	%
Total	$	1,207,361	100	%	$	1,458,159	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

nine

months ended

March 31, 2019

and

2018

impairment to inventory value was recorded as

$0

 and

$0,

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. For the

three

and

nine

month periods ended

March 31, 2019

and

March 31, 2018,

the expense for slow moving or obsolete inventory was

$0

for each. As of

March 31, 2019

and

June 30, 2018

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

nine

months ended

March 31, 2019

or 

2018.

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 

nine

months ended

March 31, 2019

or

2018.

Impairment of Long-Lived Assets

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may

not

be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was

no

impairment recorded for the

three

or

nine

months ended

March 31, 2019

or

March 31, 2018.

Investments and Fair Value of Financial Instruments

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) on the condensed consolidated statements of comprehensive income. The Company values its investments in accordance with Accounting Standards Codification ("ASC")

820

–

Fair Value Measurements and Disclosures

(“ASC

820”

). ASC

820

defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC

820

relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC

820

establishes a fair value hierarchy that distinguishes between: (

1

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

2

) The Company’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The

three

levels defined by the ASC

820

hierarchy are as follows:

Level

1

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

Level

2

– Inputs other than quoted prices included within Level

1

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

2

assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are

not

active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level

3

– Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are

not

available.

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

no

transfers between levels during the

nine

months ended

March 31, 2019

and

2018.

Revenue Recognition

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. 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. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company. 

Recently Adopted Accounting Pronouncements -

In

May 2014,

the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that set forth a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this new standard and its related amendments as of

July 1, 2018

using the modified retrospective transition method, whereby the cumulative effect of initially applying the new standard recognized as an adjustment to the opening balance of stockholders equity. Results for reporting periods commencing on or after

July 1, 2018

are presented under the new standard, while prior period amounts are

not

adjusted and continue to be reported under the accounting standards in effect for that prior period. The impact of adoption did

not

have a material effect on our financial results. The adoption of the new standard impacted the identification of separate obligations for certain sales of security systems and related monitoring sales. The Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele. The

five

-step process governing contract revenue reporting includes:

1.

Identifying the contract(s) with customers

2.

Identifying the performance obligations in the contract

3.

Determining the transaction price

4.

Allocate the transaction price to the performance obligations in the contract

5.

Recognize revenue when or as the performance obligation is satisfied

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security alarm revenue in the Condensed Consolidated Statements of Operations. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security alarm revenue in the Condensed Consolidated Statements of Operations, which for the

three

and

nine

months ended

March 31, 2019,

were approximately

$181

thousand and

$545

thousand, respectively, or approximately

22%

and

23%,

of the total security alarm revenues. These revenues for the

three

and

nine

months ended

March 31, 2019

account for approximately

3%

and

3%,

respectively, of total consolidated revenues.

None

of the other subsidiaries of the Company generate revenues from long term contracts.

Because the Company has

no

contract with the end user, and the monthly payments for customer support services are made to the Company by the monitoring company who has a contract with the end user, and end user customers are subject to cancellation through

no

control of the Company; therefore,

no

deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis. Other impacts due to adoption of the new standard include a reclassification of certain expenses from selling, general and administrative expense to cost of goods sold. These reclassifications applied to all expenses that are incurred due to receipt of revenues or recording of a sales invoice and included such items as sales commissions, credit card processing fees, technician wages for warranty services, out-bound shipping, and customer support functions. The overall effect was a slight increase to cost of goods sold and an equal reduction in selling, general and administrative expenses with

no

change in operating income. These reclassifications were applied to all subsidiary companies and had

no

material effect on a consolidated basis to our condensed consolidated statements of operations.

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. 

Marketing and Advertising Costs

The Company expenses the cost of marketing and advertising as incurred. Marketing and advertising costs for the

three

and

nine

months ended

March 31, 2019

were approximately

$0.7

million and

$2.3

million, respectively, as compared to approximately

$1.0

million and

$2.7

million for the

three

and

nine

month periods ended

March 31, 2018.

Other Comprehensive Income (Loss)

Foreign Currency Translation

We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC

830

-

30,

Foreign Currency Translation

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

Short-Term Investment Valuation

In

January 2016,

the FASB issued authoritative guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair values, except those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in earnings rather than other comprehensive income (loss). In addition, this update clarifies the guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from the unrealized losses on certain debt securities. The Company adopted this guidance effective on

July 1, 2018.

See Recent Accounting Pronouncements below related to

July 1, 2018

reclassification of accumulated other comprehensive income to retained earnings. Besides this reclassification there was

no

material impact to Consolidated Financial Statements as a result of the adoption.

Segment Reporting

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

17

of the 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

nine

months ended

March 31, 2019

and

2018,

a determination was made that

no

adjustments were necessary, except for the amount provisionally recorded to goodwill as related to the purchase of assets by Original Sprout. After the results of an independent valuation of the identifiable intangible assets were known, the Company's subsidiary Original Sprout restated its purchase price allocation in accordance with the table found in Note

13

to these financial statements.

Recent Accounting Pronouncements

On

July 1, 2018

the Company adopted ASU

2016

-

01

Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities

and Accounting Standards Codification ("ASC")

606

 -

Revenue from Contracts with Customers

("ASC

606"

). A summary of the effects of the initial adoption of ASU

2016

-

01

and ASC

606

follows:

	ASU 2016-01			ASC 606		Total
Increase (decrease):
Assets	$	-		$	-	$	-
Liabilities	$	-		$	-	$	-
Accumulated other comprehensive income	$	(279,951	)	$	-	$	(279,951	)
Retained earnings	$	279,951		$	-	$	279,951

The above (“ASU

2016

-

01”

) entry reclasses accumulated gains from changes in short-term investment valuations previously recorded in comprehensive income to retained earnings. ASU

2016

-

01

requires that unrealized gains and losses arising from changes in market values of our investments in equity securities be recorded in the condensed consolidated statements of operations rather than in accumulated other comprehensive income (loss) on the balance sheet. Prior to

July 1-

2018,

investment gains and losses related to equity securities were reflected on the condensed consolidated statements of comprehensive income.

The Company has reviewed new accounting pronouncements issued between

September 28, 2018,

the filing date of our most recent prior Annual Report on Form

10

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

10

-Q and has determined that

no

new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.

XML

Note 3 - Basic and Diluted Net Income Per Share

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 3. BASIC AND DILUTED NET INCOME PER SHARE

Basic net 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.

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

	For the Three Months Ended March 31, 201 9
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	75,884		34,045,383	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		4,252,776		-
Diluted income per share	$	75,884		38,298,159	$	0.00

	For the Three Months Ended March 31, 201 8
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	779		29,559,139	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	779		38,298,159	$	0.00

	For the Nine Months Ended March 31, 201 9
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	424,551		31,021,688	$	0.01
Effect of dilutive securities
Preferred stock Series B		-		7,276,471		-
Diluted income per share	$	424,551		38,298,159	$	0.01

	For the Nine Months Ended March 31, 201 8
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	850,380		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	850,380		38,298,159	$	0.02

XML

Note 4 - Inventories

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 4. INVENTORIES

Inventories consisted of the following as of:

	March 31,		June 30,
	201 9		201 8
Raw materials	$	247,277	$	195,674
Supplies and packing materials		166,693		142,257
Finished goods		798,106		593,134
Total	$	1,212,076	$	931,065

XML

Note 5 - Property and Equipment, Net

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE 5. PROPERTY AND EQUIPMENT, NET

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

	March 31, 201 9			June 30, 201 8
Plant and equipment	$	1,529,210		$	1,487,568
Furniture and office equipment		185,970			171,978
Vehicles		328,746			351,381
Total property, plant and equipment, gross		2,043,926			2,010,927
Accumulated depreciation		(1,189,681	)		(930,456	)
Total property, plant and equipment, net	$	854,245		$	1,080,471

For the

three

and

nine

month periods ended

March 31, 2019

depreciation expense for property, plant and equipment totaled

$90,659

and

$271,734,

respectively, as compared to

$90,306

and

$259,460

for the

three

and

nine

month periods ended

March 31, 2018,

respectively. 

XML

Note 6 - Intangible Assets

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	March 31,			June 30,
	201 9			201 8
Brand name	$	1,142,123		$	1,142,122
Domain name		36,913			36,913
Customer relationships		700,252			700,252
Non-compete agreement		274,982			274,982
Recipes and formulas		1,221,601			1,221,601
Total		3,375,871			3,375,870
Less : accumulated amortization		(632,501	)		(380,639	)
Net intangibles	$	2,743,370		$	2,995,231

CUSTOMER RELATIONSHIPS

On

August 11, 2015,

the Company acquired Gourmet Foods. The fair value on the acquired customer relationships was estimated to be

$66,153

and is amortized over the remaining useful life of

10

years. On

June 2, 2016,

the Company acquired Brigadier Security Systems. The fair value on the acquired customer relationships was estimated to be

$434,099

and is amortized over the remaining useful life of

10

years. On

December 18, 2017

the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired customer relationships was determined to be

$200,000

and is amortized over the remaining useful life of

7

years.

	March 31,			June 30,
	201 9			201 8
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(183,896	)		(124,895	)
Total customer relationships, net	$	516,356			575,357

BRAND NAME

On

August 11, 2015,

the Company acquired Gourmet Foods. The fair value on the acquired brand name was estimated to be

$61,429

and is amortized over the remaining useful life of

10

years. On

June 2, 2016,

the Company acquired Brigadier Security Systems. The fair value on the acquired brand name was estimated to be

$340,694

and is amortized over the remaining useful life of

10

years. On

December 18, 2017

the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired Original Sprout LLC. The fair value of the acquired brand name was determined to be

$740,000

and is considered to have an indefinite life. Unlike the brand names of Gourmet Foods and Brigadier Security Systems, Original Sprout is an actual product name and recognized associated brand that is identifiable to consumers of the product and is the basis of the value proposition. That brand name will forever be associated with the product offering unless and until such time in the future as the Company

may

elect to discontinue use of the brand and move towards establishment of an alternate product offering. Therefore, the Company will test for impairment of the brand name “Original Sprout” at each reporting interval with

no

amortization recognized. As of

December 31, 2018

no

impairment was recorded.

	March 31,			June 30,
	201 9			201 8
Brand name	$	1,142,123		$	1,142,122
Less: accumulated amortization		(119,059	)		(88,872	)
Total brand name, net	$	1,023,064		$	1,053,250

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.

	March 31,			June 30,
	201 9			201 8
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(24,500	)		(18,958	)
Total brand name, net	$	12,413		$	17,955

RECIPES AND FORMULAS

On

August 11, 2015,

the Company acquired Gourmet Foods. The fair value on the recipes was estimated to be

$21,601

and is amortized over the remaining useful life of

5

years. On

December 18, 2017

the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired recipes and formulas was determined to be

$1,200,000

and is amortized over the remaining useful life of

8

 years.

	March 31,			June 30,
	201 9			201 8
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(208,149	)		(92,303	)
Total recipes and formulas, net	$	1,013,452		$	1,129,298

NON-COMPETE AGREEMENT

On

June 2, 2016,

the Company acquired Brigadier Security Systems. The fair value on the acquired non-compete agreement was estimated to be

$84,982

and is amortized over the remaining useful life of

5

years. On

December 18, 2017

the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired non-compete agreement was determined to be

$190,000

and is amortized over the remaining useful life of

5

years.

	March 31,			June 30,
	201 9			201 8
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(96,897	)		(55,612	)
Total non-compete agreement, net	$	178,085		$	219,370

AMORTIZATION EXPENSE

The total intangible amortization expense for the

three

and

nine

months ended

March 31, 2019

was

$82,728

and

$251,861,

respectively, as compared to

$71,992

and

$131,948,

respectively, for the

three

and

nine

months ended

March 31, 2018.

Estimated amortization expenses of intangible assets for the next

five

fiscal years, are as follows:

Years Ending June 30,	Expense
2019	$	83,647
2020		335,508
2021		325,678
2022		306,809
2023		286,508
Thereafter		1,405,220
Total	$	2,743,370

XML

Note 7 - Investments and Fair Value of Financial Instruments

9 Months Ended

Mar. 31, 2019

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 exists, but significant influence exists are recorded as per the equity method of investment accounting. As of

December 31, 2018,

and

June 30, 2018,

there were

no

investments requiring the equity method investment accounting.

With respect to ASU

2016

-

01,

we reclassified net after-tax unrealized gains on equity securities as of

June 30, 2018

from accumulated other comprehensive income to retained earnings. We continue to carry our investments in equity securities at fair value and there is

no

change to the asset values or total shareholders’ equity that we would have otherwise recorded. Beginning

July 1, 2018

we are including unrealized gains and losses arising from the changes in the fair values of our equity securities as a component of investment gains and losses in the condensed consolidated statements of operations. ASU

2016

-

01

prohibited the restatement of prior year financial statements and for periods ending prior to

2018,

unrealized gains and losses from the changes in fair value of available-for-sale equity securities were recorded in other comprehensive income.

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

March 31, 2019

and

June 30, 2018:

	March 31, 201 9
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	1,000,335	$	-	$	-		$	1,000,335
USCF mutual fund investment		-		-		-			-
Hedged asset		33,203		-		-			33,203
Other equities		3,421		-		(968	)		2,453
Total investments	$	1,036,959	$	-	$	(968	)		1,035,991

	June 30, 2018
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	180,138	$	-	$	-		$	180,138
USCF mutual fund investment		2,500,000		280,480					2,780,480
Hedged asset		523,100		-		(280,761	)		242,339
Other equities		1,577		-		(529	)		1,048
Total investments	$	3,204,815	$	280,480	$	(281,290	)	$	3,204,005

The following tables summarize the valuation of the Company’s securities at

March 31, 2019

and

June 30, 2018

using the fair value hierarchy:

	March 31, 201 9
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,000,335	$	1,000,335	$	-	$	-
USCF mutual fund investment		-		-		-		-
Hedge asset		33,203		-		33,203		-
Other equities		2,453		2,453		-		-
Total	$	1,035,991	$	1,002,788	$	33,203	$	-

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Money market funds	$	180,138	$	180,138	$	-	$	-
Mutual fund investment		2,780,480		2,780,480		-		-
Hedge asset		242,339		-		242,339		-
Other equities		1,048		1,048		-		-
Total	$	3,204,005	$	2,961,666	$	242,339	$	-

During the

three

and

nine

months ended

March 31, 2019

and

2018,

there were

no

transfers between Level

1

and Level

2.

XML

Note 8 - Other Assets

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Other Assets Disclosure [Text Block]

NOTE 8. OTHER ASSETS

Other Current Assets

Other current assets totaling

$482,851

 as of

March 31, 2019

and

$374,617

as of

June 30, 2018

are comprised of various components as listed below.

	March 31,		June 30,
	201 9		201 8
Prepaid expenses and deposits	$	467,490	$	358,869
Other current assets		15,361		15,748
Total	$	482,851	$	374,617

Restricted Cash

At

March 31, 2019

Gourmet Foods had on deposit

NZ$20,000

(approximately

US$13,609

) securing a lease bond for

one

of its properties. The same amount was posted at

June 30, 2018

and translated to approximately

US$13,536.

The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

Long Term Assets

Other long-term assets totaling

$523,607

at

March 31, 2019

and

$532,165

at

June 30, 2018,

were attributed to Wainwright and Original Sprout and consisted of

(i)	$500,000 as of March 31, 2019  and June 30, 2018 representing 10% equity investment in a registered investment adviser accounted for on a cost basis,
(ii)	and $23,607  as of March 31, 2019  and $32,165 as of June 30, 2018 representing deposits and prepayments of rent.

XML

Note 9 - Goodwill

9 Months Ended

Mar. 31, 2019

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. The amounts recorded in goodwill for

March 31, 2019 

and

June 30, 2018

were

$915,790

.

Goodwill is comprised of the following amounts:

	March 31, 2019		June 30, 2018
Goodwill – Original Sprout		416,817		416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

The Company evaluates goodwill impairment annually, or more frequently, any time events or circumstances change that would indicate it is more likely than

not

that the reporting unit carrying value exceeds its fair value. There was

no

goodwill impairment for the

nine

months ended

March 31, 2019

or

2018.

XML

Note 10 - Accounts Payable and Accrued Expenses

9 Months Ended

Mar. 31, 2019

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:

	March 31, 201 9		June 30, 201 8
Accounts payable	$	1,579,906	$	1,935,645
Accrued interest		93,277		56,689
Taxes payable		139,958		3,938
Deferred rent		36,672		3,681
Accrued payroll and vacation pay		155,500		299,630
Other accrued expenses and liabilities		1,036,745		949,804
Total	$	3,042,058	$	3,249,387

XML

Note 11 - Related Party Transactions

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 11. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	March 31, 201 9		June 30, 201 8
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

nine

months ended

March 31, 2019

were

$5,987

and

$18,227,

respectively, and for the

three

and

nine

months ended

March 31, 2018

the interest expense for all related party notes were

$5,987

and

$18,227,

respectively.

Wainwright - Related Party Transactions

The Funds managed by USCF and USCF Advisers are deemed by management to be related parties. The Company’s Wainwright revenues, totaling

$3.6

million and

$11.7

million for the

three

and

nine

months ended

March 31, 2019,

respectively, were earned from these related parties as compared to

$4.3

million and

$14.3

million for the

three

and

nine

month periods ended

March 31, 2018.

Accounts receivable, totaling

$1.2

million and

$1.5

million as of

March 31, 2019

and

June 30, 2018,

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

$0.1

million and

$0.2

million for the

three

and

nine

months ended

March 31, 2019,

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

$0.2

million and

$0.6

million for the

three

and

nine

month periods ended

March 31, 2018.

Waivers payable, totaling

$0.5

million and

$0.7

million as of

March 31, 2019

and

June 30, 2018,

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

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Loan Commitments [Text Block]

NOTE 12. EQUIPMENT LOANS

As of

March 31, 2019,

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

CD$122,643

(approx.

US$91,923

) 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

March 31, 2019

and

June 30, 2018

reflect the amount of the principal balance which is due within

twelve

months as a current liability of

US$25,463

 and

US$46,705,

respectively. Principal amounts under the loans which is due after

twelve

months are recorded in long term liabilities as

US$66,461

and

US$149,491

at

March 31, 2019

and

June 30, 2018

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

three

and

nine

months ended

March 31, 2019

and was

US$1,077

and

US$4,209,

respectively, as compared to

US$2,630

and

US$7,596

for the

three

and

nine

month periods ended

March 31, 2018.

XML

Note 13 - Business Combinations

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

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, vegan, hair and skin care products under the brand name Original Sprout. The acquisition by Kahnalytics was financed through a non-interest bearing note from Concierge Technologies. The purchase price was approximately

$3.5

million with payments to be made over the course of a

twelve

-month period and per the estimated allocation as depicted in the following table.

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

*See Note

6

for further detail of intangible assets acquired

**This amount represents a discount on installment payments and is charged to interest expense as incurred.

On the closing date of the transaction,

December 18, 2017,

Kahnalytics paid

$982,172

in cash towards the purchase price and deposited an additional

$1,250,000

in an attorney-held client trust account which was released to the sellers, after downward adjustments due to changes in acquired accounts receivable, on

May 18, 2018.

The balance of the purchase price,

$1,250,000,

subject to downward adjustment for prior payments, resulted in a balance of

$1,160,000

which was paid on

January 5, 2019.

Supplemental Pro Forma Information

The following unaudited supplemental pro forma information for the

three

and

nine

month periods ending

March 31, 2019

and

2018,

assumes the acquisition of the Original Sprout LLC assets had occurred as of

July 1, 2017,

giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and

may

not

necessarily reflect the actual results of operations had the assets of Original Sprout LLC been operated as part of the company since

July 1, 2017.

Furthermore, the pro forma results do

not

intend to predict the future results of operations of the Company.

The following table presents consolidated unaudited results of operations for the

three

and

nine

month periods ended

March 31, 2019

and

2018

assuming the acquisition of the Original Sprout LLC assets had occurred as of

July 1, 2017.

	Nine Months Ended		Nine Months Ended
	March 31, 201 9		March 31, 201 8
	Actual		Pro Forma (1)
Net Revenues	$	20,129,560	$	23,467,041
Net Income	$	424,551	$	1,436,402
Basic Earnings per Share	$	0.01	$	0.05
Diluted Earnings per Share	$	0.01	$	0.04

(

1

) 

Includes the operation of the assets acquired from Original Sprout on a consolidated basis and the estimated transaction costs, amortization of intangible assets, and estimated income tax.

XML

Note 14 - Stockholders' Equity

9 Months Ended

Mar. 31, 2019

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

Each issued Series B Voting, Convertible Preferred Stock is convertible into

20

shares of common stock and carries a vote of

20

shares of common stock in all matters brought before the shareholders for a vote. On

February 7, 2019,

the Company converted

383,919

shares of Series B Voting, Convertible Preferred Stock to

7,678,380

shares of common stock per the request of the shareholder and pursuant to the stock designation. After the conversion, there remain

53,032

shares of Series B Voting, Convertible Preferred Stock outstanding as of

March 31, 2019.

XML

Note 15 - Income Taxes

9 Months Ended

Mar. 31, 2019

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

March 31, 2019,

the Company's total unrecognized tax benefits were approximately

$0.3

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

no

interest or penalties to be recognized for the

three

and

nine

months ended

March 31, 2019

or

2018.

The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded a tax provision of

$0.2

 million and

$1.1

 million for the

nine

months ended

March 31, 2019

and

2018,

respectively. The effective tax rate for the

nine

months ended

March 31, 2019

and

2018

differed from the statutory rate primarily due to the mix of non-deductible items. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.

The Company is subject to income taxes in the U.S. federal, various states, Canada and New Zealand tax jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s U.S. tax years

2014

through

2018

will remain open for examination by the federal and state authorities which is

three

and

four

years, respectively. The Company’s tax years from acquisition through

2018

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

four

years. As of

March 31, 2019,

there were

no

active taxing authority examinations.

XML

Note 16 - Commitments and Contingencies

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 16. COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

three

-year terms, with options to renew for additional

three

-year periods. The leases mature between

September 2019

and

August 2021,

and require monthly rental payments of approximately

US$11,278

translated to U.S. currency as of

March 31, 2019.

Brigadier leases office and storage facilities in Saskatoon and Regina, Saskatchewan with expiration dates in

May

and

June 2019.

The company expects to renew its leases on reasonable terms for an additional

three

years. The minimum lease obligations require monthly payments of approximately

US$4,572

translated to U.S. currency as of

March 31, 2019.

Original Sprout currently leases office and warehouse space in San Clemente, CA under a

three

-year lease agreement expiring or renewing at

March 1, 2021.

Minimum monthly lease payments are approximately

$7,837

with increases annually.

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

December 2024.

Minimum monthly lease payments are approximately

$12,000

with increases annually.

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

Year Ended June 30,	Lease Amount
2019	$	106,049
2020		375,823
2021		340,575
2022		198,719
2023		187,326
2024		100,952
Total minimum lease commitment	$	1,309,444

Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of

NZ$110,000

(approximately

US$74,854

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

NZ$20,000

(approximately

US$13,609

) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.

Other Agreements and Commitments

USCF 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 remained 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. 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 

four

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

March 31, 2019,

and

June 30, 2018

the expense waiver payable was

$0.5

million and

$0.7

million, respectively. 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 contribution. There were

no

annual profit sharing contributions paid during the

nine

months ended

March 31, 2019

and

2018.

XML

Note 17 - Segment Reporting

9 Months Ended

Mar. 31, 2019

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 17. SEGMENT REPORTING

With the acquisition of Wainwright Holdings, Gourmet Foods, Ltd., Brigadier, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified

four

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

third

parties and eliminates them in the consolidation. Amounts are adjusted for currency translation as of the balance sheet date and presented in US dollars.

The following table presents a summary of identifiable assets as of

March 31, 2019

and

June 30, 2018:

	March 31, 201 9		June 30, 201 8
Identifiable assets:
Corporate headquarters	$	2,695,581	$	2,123,048
U.S.A.: beauty products and other		3,671,605		13,563,773
U.S.A.: fund management		11,847,588		3,739,979
New Zealand: food industry		1,873,573		1,959,486
Canada: security alarm monitoring		1,706,768		1,714,863
Consolidated total	$	21,795,115	$	23,101,149

The following table presents a summary of operating information for the

three

months ended

March 31, 2019

and

2018:

	Three Months Ended March 31, 201 9			Three Months Ended March 31, 201 8
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	749,889		$	654,842
U.S.A. : investment fund management		3,567,702			4,345,234
New Zealand : food industry		1,114,958			1,236,137
Canada : security alarm monitoring		819,695			553,723
Consolidated total	$	6,252,244		$	6,789,936
Net (loss) income:
Corporate headquarters	$	(304,934	)	$	(184,497	)
U.S.A. : beauty products and other		46,078			(104,387	)
U.S.A. : investment fund management		193,203			198,781
New Zealand : food industry		64,223			102,186
Canada : security alarm monitoring		77,314			(11,304	)
Consolidated total	$	75,884		$	779

The following table presents a summary of operating information for the

nine

months ended

March 31, 2019

and

2018:

	Nine Months Ended March 31, 201 9			Nine Months Ended March 31, 201 8
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	2,549,674		$	765,833
U.S.A. : investment fund management		11,729,689			14,348,806
New Zealand : food industry		3,471,776			3,752,093
Canada : security alarm monitoring		2,378,421			2,527,958
Consolidated total	$	20,129,560		$	21,394,690
Net (loss) income:
Corporate headquarters	$	(1,004,133	)	$	(686,055	)
U.S.A. : beauty products and other		253,363			(130,473	)
U.S.A. : investment fund management		796,576			1,226,349
New Zealand : food industry		105,676			121,016
Canada : security alarm monitoring		273,069			319,543
Consolidated total	$	424,551		$	850,380

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

March 31, 2019

and

June 30, 2018:

	As of March 31, 201 9			As of June 30, 201 8
Asset Location
Corporate headquarters	$	14,305		$	14,305
U.S.A. : beauty products and other		9,545			5,244
New Zealand : food industry		1,678,159			1,627,545
Canada : security alarm monitoring		341,917			363,833
Total All Locations		2,043,926			2,010,927
Less accumulated depreciation		(1,189,681	)		(930,456	)
Net property, plant and equipment	$	854,245		$	1,080,471

XML

Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2019

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

2018

Form

10

-K filed on

September 28, 2018

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 to herein as the “Financial Statements” include the accounts of Concierge and its wholly owned subsidiaries, Wainwright, Gourmet Foods, Brigadier and Original Sprout.

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

Use of Estimates, 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

Cash and cash equivalents include all highly liquid debt instruments with original maturities of

three

months or less. The Company maintains its cash and cash equivalents in financial institutions in the United States, Canada, and New Zealand. Accounts in the United States are insured by the Federal Deposit Insurance Corporation up to

$250,000

per depositor, and accounts in Canada are insured by the Canada Deposit Insurance Corporation up to

CD$100,000

per depositor. Accounts in New Zealand are uninsured. The Company has, at times, held deposits in excess of insured amounts, but the Company does

not

expect any losses in such accounts.

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

Accounts Receivable, net and Accounts Receivable - Related Parties

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. The Company does

not

currently maintain an allowance for doubtful accounts as it believes all accounts are collectible. Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns to determine whether or

not

an account should be deemed uncollectible. Reserves, if any, are recorded on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of

March 31, 2019

and

June 30, 2018,

the Company had

nil

and

$51,747,

respectively, listed as doubtful accounts.

Accounts receivable - related parties, consist of fund asset management fees receivable from the Wainwright business. Management fees receivable generally consist of

one

month of management fees which are collected in the month after they are earned. As of

March 31, 2019,

and

June 30, 2018,

there is

no

allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers, Policy [Policy Text Block]

Major Customers & Suppliers – Concentration of Credit Risk

Concierge, through Brigadier, is dependent upon its contractual relationship with an alarm monitoring company who pays Brigadier for supplying and installing alarm systems and continues to remit monthly recurring revenues in exchange for customer service and support functions. Sales to the largest customer, which includes system installations and recurring monthly payments, totaled

46%

of the total revenues for the

three

months ended

March 31, 2019

and

52%

for the

nine

months ended

March 31, 2019

as compared to

51%

of the total revenues for the

three

month period ended

March 31, 2018

and

39%

for the

nine

month period ended

March 31, 2018,

respectively, while accounting for approximately

31%

and

35%

of accounts receivable as of

March 31, 2019

and

June 30, 2018,

respectively. Another large customer for the

three

months ended

March 31, 2019

accounted for

12%

of the total revenues and

23%

of the accounts receivable while being insignificant in total sales for the

nine

month period ending

March 31, 2019.

A

third

significant customer for the

three

months ended

March 31, 2019

accounted for

10%

of total revenues and

16%

of accounts receivable. Neither of the later

two

customers had significant sales totals for the

three

or

nine

month periods ended

March 31, 2019.

Concierge, through Gourmet Foods, has

three

major customer groups comprising the gross revenues to Gourmet Foods;

1

) grocery,

2

) gasoline convenience stores, and

3

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

no

long term guarantees that these major customers will continue to purchase products from Gourmet Foods, however the relationships have been in place for sufficient time to give management reasonable confidence in their continuing business. For the

three

months ended

March 31, 2019

and

2018,

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

19%

and

22%,

respectively, of our gross sales revenues as compared to

21%

and

20%,

respectively, for the

nine

months ended

March 31, 2019

and

2018.

The same customer accounted for

25%

and

33%

of our accounts receivable for as of

March 31, 2019

and

June 30, 2018,

respectively. The

second

largest customer in the grocery industry accounted for approximately

11%

and

12%

of our gross revenues for the

three

and

nine

month periods ended

March 31, 2019,

respectively, as compared to

12%

and

11%

of gross revenues for the

three

and

nine

month periods ended

March 31, 2018.

The same customer accounted for

16%

of our accounts receivable as of

March 31, 2019

compared to

16%

as of

June 30, 2018.

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

nine

months ended

March 31, 2019

accounted for approximately

46%

and

44%,

respectively, of our gross sales revenues as compared to

42%

and

42%

for the

three

and

nine

months ended

March 31, 2018.

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.

Concierge, through Original Sprout, has thousands of customers and, from time to time, certain of them become significant during specific reporting periods, but

may

not

be significant during other periods. Original Sprout had

2

 significant customers for the

three

month period ended

March 31, 2019,

accounting for

13%

of total revenues each. Neither of these customers had significant sales for the

three

month period ended

March 31, 2018.

One of these customers also accounted for

11%

of the total revenues for the

nine

month period ended

March 31, 2019.

Because the current business only commenced on

December 18, 2017,

there is

no

meaningful comparison data for the

nine

month period ending

March 31, 2018.  

One of these same customers accounted for

22%

of accounts receivable at

March 31, 2019

and

10%

at

June 30, 2018,

while the other was insignificant. 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 our subsidiary, Wainwright, the concentration of risk and the relative reliance on major customers are found within the various funds it manages and the associated

three

and

nine

month revenues as of

March 31, 2019

and

March 31, 2018

along with the accounts receivable at

March 31, 2019

as compared with

June 30, 2018

as depicted below.

	Three Months Ended March 31, 201 9				Three Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	1,803,427	51	%	$	2,187,506	50	%
USCI		912,419	25	%		1,038,924	24	%
UNG		432,915	12	%		648,691	15	%
All Others		418,941	12	%		470,113	11	%
Total	$	3,567,702	100	%	$	4,345,234	100	%

	Nine Months Ended March 31, 201 9				Nine Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	5,641,829	48	%	$	7,630,965	53	%
USCI		3,262,108	28	%		2,996,917	21	%
UNG		1,510,303	13	%		2,220,710	16	%
All Others		1,315,449	11	%		1,500,214	10	%
Total	$	11,729,689	100	%	$	14,348,806	100	%

	March 31, 201 9				June 30, 201 8
	Accounts Receivable				Accounts Receivable
Fund
USO	$	598,810	49	%	$	674,535	46	%
USCI		309,916	26	%		431,288	30	%
UNG		142,351	12	%		182,399	12	%
All Others		156,284	13	%		169,937	12	%
Total	$	1,207,361	100	%	$	1,458,159	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

nine

months ended

March 31, 2019

and

2018

impairment to inventory value was recorded as

$0

 and

$0,

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. For the

three

and

nine

month periods ended

March 31, 2019

and

March 31, 2018,

the expense for slow moving or obsolete inventory was

$0

for each. As of

March 31, 2019

and

June 30, 2018

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

nine

months ended

March 31, 2019

or 

2018.

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 

nine

months ended

March 31, 2019

or

2018.

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

three

or

nine

months ended

March 31, 2019

or

March 31, 2018.

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

Investments and Fair Value of Financial Instruments

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) on the condensed consolidated statements of comprehensive income. The Company values its investments in accordance with Accounting Standards Codification ("ASC")

820

–

Fair Value Measurements and Disclosures

(“ASC

820”

). ASC

820

defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurement. The changes to past practice resulting from the application of ASC

820

relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurement. ASC

820

establishes a fair value hierarchy that distinguishes between: (

1

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

2

) The Company’s own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The

three

levels defined by the ASC

820

hierarchy are as follows:

Level

1

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

Level

2

– Inputs other than quoted prices included within Level

1

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

2

assets include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are

not

active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

Level

3

– Unobservable pricing input at the measurement date for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are

not

available.

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

no

transfers between levels during the

nine

months ended

March 31, 2019

and

2018.

Revenue [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 maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, trade discounts. 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. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company. 

Recently Adopted Accounting Pronouncements -

In

May 2014,

the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that set forth a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this new standard and its related amendments as of

July 1, 2018

using the modified retrospective transition method, whereby the cumulative effect of initially applying the new standard recognized as an adjustment to the opening balance of stockholders equity. Results for reporting periods commencing on or after

July 1, 2018

are presented under the new standard, while prior period amounts are

not

adjusted and continue to be reported under the accounting standards in effect for that prior period. The impact of adoption did

not

have a material effect on our financial results. The adoption of the new standard impacted the identification of separate obligations for certain sales of security systems and related monitoring sales. The Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele. The

five

-step process governing contract revenue reporting includes:

1.

Identifying the contract(s) with customers

2.

Identifying the performance obligations in the contract

3.

Determining the transaction price

4.

Allocate the transaction price to the performance obligations in the contract

5.

Recognize revenue when or as the performance obligation is satisfied

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security alarm revenue in the Condensed Consolidated Statements of Operations. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security alarm revenue in the Condensed Consolidated Statements of Operations, which for the

three

and

nine

months ended

March 31, 2019,

were approximately

$181

thousand and

$545

thousand, respectively, or approximately

22%

and

23%,

of the total security alarm revenues. These revenues for the

three

and

nine

months ended

March 31, 2019

account for approximately

3%

and

3%,

respectively, of total consolidated revenues.

None

of the other subsidiaries of the Company generate revenues from long term contracts.

Because the Company has

no

contract with the end user, and the monthly payments for customer support services are made to the Company by the monitoring company who has a contract with the end user, and end user customers are subject to cancellation through

no

control of the Company; therefore,

no

deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis. Other impacts due to adoption of the new standard include a reclassification of certain expenses from selling, general and administrative expense to cost of goods sold. These reclassifications applied to all expenses that are incurred due to receipt of revenues or recording of a sales invoice and included such items as sales commissions, credit card processing fees, technician wages for warranty services, out-bound shipping, and customer support functions. The overall effect was a slight increase to cost of goods sold and an equal reduction in selling, general and administrative expenses with

no

change in operating income. These reclassifications were applied to all subsidiary companies and had

no

material effect on a consolidated basis to our condensed consolidated statements of operations.

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 Cost [Policy Text Block]

Marketing and Advertising Costs

The Company expenses the cost of marketing and advertising as incurred. Marketing and advertising costs for the

three

and

nine

months ended

March 31, 2019

were approximately

$0.7

million and

$2.3

million, respectively, as compared to approximately

$1.0

million and

$2.7

million for the

three

and

nine

month periods ended

March 31, 2018.

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.

Short-Term Investment Valuation

In

January 2016,

the FASB issued authoritative guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair values, except those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in earnings rather than other comprehensive income (loss). In addition, this update clarifies the guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from the unrealized losses on certain debt securities. The Company adopted this guidance effective on

July 1, 2018.

See Recent Accounting Pronouncements below related to

July 1, 2018

reclassification of accumulated other comprehensive income to retained earnings. Besides this reclassification there was

no

material impact to Consolidated Financial Statements as a result of the adoption.

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 its 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

nine

months ended

March 31, 2019

and

2018,

a determination was made that

no

adjustments were necessary, except for the amount provisionally recorded to goodwill as related to the purchase of assets by Original Sprout. After the results of an independent valuation of the identifiable intangible assets were known, the Company's subsidiary Original Sprout restated its purchase price allocation in accordance with the table found in Note

13

to these financial statements.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

On

July 1, 2018

the Company adopted ASU

2016

-

01

Financial Instruments - Recognition and Measurement of Financial Assets and Financial Liabilities

and Accounting Standards Codification ("ASC")

606

 -

Revenue from Contracts with Customers

("ASC

606"

). A summary of the effects of the initial adoption of ASU

2016

-

01

and ASC

606

follows:

	ASU 2016-01			ASC 606		Total
Increase (decrease):
Assets	$	-		$	-	$	-
Liabilities	$	-		$	-	$	-
Accumulated other comprehensive income	$	(279,951	)	$	-	$	(279,951	)
Retained earnings	$	279,951		$	-	$	279,951

The above (“ASU

2016

-

01”

) entry reclasses accumulated gains from changes in short-term investment valuations previously recorded in comprehensive income to retained earnings. ASU

2016

-

01

requires that unrealized gains and losses arising from changes in market values of our investments in equity securities be recorded in the condensed consolidated statements of operations rather than in accumulated other comprehensive income (loss) on the balance sheet. Prior to

July 1-

2018,

investment gains and losses related to equity securities were reflected on the condensed consolidated statements of comprehensive income.

The Company has reviewed new accounting pronouncements issued between

September 28, 2018,

the filing date of our most recent prior Annual Report on Form

10

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

10

-Q and has determined that

no

new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.

XML

Note 2 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	Three Months Ended March 31, 201 9				Three Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	1,803,427	51	%	$	2,187,506	50	%
USCI		912,419	25	%		1,038,924	24	%
UNG		432,915	12	%		648,691	15	%
All Others		418,941	12	%		470,113	11	%
Total	$	3,567,702	100	%	$	4,345,234	100	%

	Nine Months Ended March 31, 201 9				Nine Months Ended March 31, 201 8
	Revenue				Revenue
Fund
USO	$	5,641,829	48	%	$	7,630,965	53	%
USCI		3,262,108	28	%		2,996,917	21	%
UNG		1,510,303	13	%		2,220,710	16	%
All Others		1,315,449	11	%		1,500,214	10	%
Total	$	11,729,689	100	%	$	14,348,806	100	%

	March 31, 201 9				June 30, 201 8
	Accounts Receivable				Accounts Receivable
Fund
USO	$	598,810	49	%	$	674,535	46	%
USCI		309,916	26	%		431,288	30	%
UNG		142,351	12	%		182,399	12	%
All Others		156,284	13	%		169,937	12	%
Total	$	1,207,361	100	%	$	1,458,159	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

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

	ASU 2016-01			ASC 606		Total
Increase (decrease):
Assets	$	-		$	-	$	-
Liabilities	$	-		$	-	$	-
Accumulated other comprehensive income	$	(279,951	)	$	-	$	(279,951	)
Retained earnings	$	279,951		$	-	$	279,951

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

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	For the Three Months Ended March 31, 201 9
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	75,884		34,045,383	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		4,252,776		-
Diluted income per share	$	75,884		38,298,159	$	0.00

	For the Three Months Ended March 31, 201 8
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	779		29,559,139	$	0.00
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	779		38,298,159	$	0.00

	For the Nine Months Ended March 31, 201 9
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	424,551		31,021,688	$	0.01
Effect of dilutive securities
Preferred stock Series B		-		7,276,471		-
Diluted income per share	$	424,551		38,298,159	$	0.01

	For the Nine Months Ended March 31, 201 8
	Net Income		Shares		Per Share
Basic income per share:
Net income	$	850,380		29,559,139	$	0.03
Effect of dilutive securities
Preferred stock Series B		-		8,739,020		-
Diluted income per share	$	850,380		38,298,159	$	0.02

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Note 4 - Inventories (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	March 31,		June 30,
	201 9		201 8
Raw materials	$	247,277	$	195,674
Supplies and packing materials		166,693		142,257
Finished goods		798,106		593,134
Total	$	1,212,076	$	931,065

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Note 5 - Property and Equipment, Net (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

Property, Plant and Equipment [Table Text Block]

	March 31, 201 9			June 30, 201 8
Plant and equipment	$	1,529,210		$	1,487,568
Furniture and office equipment		185,970			171,978
Vehicles		328,746			351,381
Total property, plant and equipment, gross		2,043,926			2,010,927
Accumulated depreciation		(1,189,681	)		(930,456	)
Total property, plant and equipment, net	$	854,245		$	1,080,471

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Note 6 - Intangible Assets (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	March 31,			June 30,
	201 9			201 8
Brand name	$	1,142,123		$	1,142,122
Domain name		36,913			36,913
Customer relationships		700,252			700,252
Non-compete agreement		274,982			274,982
Recipes and formulas		1,221,601			1,221,601
Total		3,375,871			3,375,870
Less : accumulated amortization		(632,501	)		(380,639	)
Net intangibles	$	2,743,370		$	2,995,231

	March 31,			June 30,
	201 9			201 8
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(183,896	)		(124,895	)
Total customer relationships, net	$	516,356			575,357

	March 31,			June 30,
	201 9			201 8
Brand name	$	1,142,123		$	1,142,122
Less: accumulated amortization		(119,059	)		(88,872	)
Total brand name, net	$	1,023,064		$	1,053,250

	March 31,			June 30,
	201 9			201 8
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(24,500	)		(18,958	)
Total brand name, net	$	12,413		$	17,955

	March 31,			June 30,
	201 9			201 8
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(208,149	)		(92,303	)
Total recipes and formulas, net	$	1,013,452		$	1,129,298

	March 31,			June 30,
	201 9			201 8
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(96,897	)		(55,612	)
Total non-compete agreement, net	$	178,085		$	219,370

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

Years Ending June 30,	Expense
2019	$	83,647
2020		335,508
2021		325,678
2022		306,809
2023		286,508
Thereafter		1,405,220
Total	$	2,743,370

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

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	March 31, 201 9
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	1,000,335	$	-	$	-		$	1,000,335
USCF mutual fund investment		-		-		-			-
Hedged asset		33,203		-		-			33,203
Other equities		3,421		-		(968	)		2,453
Total investments	$	1,036,959	$	-	$	(968	)		1,035,991

	June 30, 2018
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	180,138	$	-	$	-		$	180,138
USCF mutual fund investment		2,500,000		280,480					2,780,480
Hedged asset		523,100		-		(280,761	)		242,339
Other equities		1,577		-		(529	)		1,048
Total investments	$	3,204,815	$	280,480	$	(281,290	)	$	3,204,005

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

	March 31, 201 9
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,000,335	$	1,000,335	$	-	$	-
USCF mutual fund investment		-		-		-		-
Hedge asset		33,203		-		33,203		-
Other equities		2,453		2,453		-		-
Total	$	1,035,991	$	1,002,788	$	33,203	$	-

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Money market funds	$	180,138	$	180,138	$	-	$	-
Mutual fund investment		2,780,480		2,780,480		-		-
Hedge asset		242,339		-		242,339		-
Other equities		1,048		1,048		-		-
Total	$	3,204,005	$	2,961,666	$	242,339	$	-

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Note 8 - Other Assets (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Other Assets [Table Text Block]

	March 31,		June 30,
	201 9		201 8
Prepaid expenses and deposits	$	467,490	$	358,869
Other current assets		15,361		15,748
Total	$	482,851	$	374,617

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Note 9 - Goodwill (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Goodwill [Table Text Block]

	March 31, 2019		June 30, 2018
Goodwill – Original Sprout		416,817		416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

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Note 10 - Accounts Payable and Accrued Expenses (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	March 31, 201 9		June 30, 201 8
Accounts payable	$	1,579,906	$	1,935,645
Accrued interest		93,277		56,689
Taxes payable		139,958		3,938
Deferred rent		36,672		3,681
Accrued payroll and vacation pay		155,500		299,630
Other accrued expenses and liabilities		1,036,745		949,804
Total	$	3,042,058	$	3,249,387

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Note 11 - Related Party Transactions (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

Schedule of Debt [Table Text Block]

	March 31, 201 9		June 30, 201 8
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

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Note 13 - Business Combinations (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

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

Business Acquisition, Pro Forma Information [Table Text Block]

	Nine Months Ended		Nine Months Ended
	March 31, 201 9		March 31, 201 8
	Actual		Pro Forma (1)
Net Revenues	$	20,129,560	$	23,467,041
Net Income	$	424,551	$	1,436,402
Basic Earnings per Share	$	0.01	$	0.05
Diluted Earnings per Share	$	0.01	$	0.04

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Note 16 - Commitments and Contingencies (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

Year Ended June 30,	Lease Amount
2019	$	106,049
2020		375,823
2021		340,575
2022		198,719
2023		187,326
2024		100,952
Total minimum lease commitment	$	1,309,444

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Note 17 - Segment Reporting (Tables)

9 Months Ended

Mar. 31, 2019

Notes Tables

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

	March 31, 201 9		June 30, 201 8
Identifiable assets:
Corporate headquarters	$	2,695,581	$	2,123,048
U.S.A.: beauty products and other		3,671,605		13,563,773
U.S.A.: fund management		11,847,588		3,739,979
New Zealand: food industry		1,873,573		1,959,486
Canada: security alarm monitoring		1,706,768		1,714,863
Consolidated total	$	21,795,115	$	23,101,149

	As of March 31, 201 9			As of June 30, 201 8
Asset Location
Corporate headquarters	$	14,305		$	14,305
U.S.A. : beauty products and other		9,545			5,244
New Zealand : food industry		1,678,159			1,627,545
Canada : security alarm monitoring		341,917			363,833
Total All Locations		2,043,926			2,010,927
Less accumulated depreciation		(1,189,681	)		(930,456	)
Net property, plant and equipment	$	854,245		$	1,080,471

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

	Three Months Ended March 31, 201 9			Three Months Ended March 31, 201 8
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	749,889		$	654,842
U.S.A. : investment fund management		3,567,702			4,345,234
New Zealand : food industry		1,114,958			1,236,137
Canada : security alarm monitoring		819,695			553,723
Consolidated total	$	6,252,244		$	6,789,936
Net (loss) income:
Corporate headquarters	$	(304,934	)	$	(184,497	)
U.S.A. : beauty products and other		46,078			(104,387	)
U.S.A. : investment fund management		193,203			198,781
New Zealand : food industry		64,223			102,186
Canada : security alarm monitoring		77,314			(11,304	)
Consolidated total	$	75,884		$	779

	Nine Months Ended March 31, 201 9			Nine Months Ended March 31, 201 8
Revenues from unaffiliated customers:
U.S.A. : beauty products and other	$	2,549,674		$	765,833
U.S.A. : investment fund management		11,729,689			14,348,806
New Zealand : food industry		3,471,776			3,752,093
Canada : security alarm monitoring		2,378,421			2,527,958
Consolidated total	$	20,129,560		$	21,394,690
Net (loss) income:
Corporate headquarters	$	(1,004,133	)	$	(686,055	)
U.S.A. : beauty products and other		253,363			(130,473	)
U.S.A. : investment fund management		796,576			1,226,349
New Zealand : food industry		105,676			121,016
Canada : security alarm monitoring		273,069			319,543
Consolidated total	$	424,551		$	850,380

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Note 2 - Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Jun. 30, 2018 USD ($)
Allowance for Doubtful Accounts Receivable. Related Parties	$ 0		$ 0		$ 0
Accounts Receivable, Allowance for Credit Loss, Ending Balance	0		0		51,747
Asset Impairment Charges, Total			0	$ 0
Inventory Write-down				0
Inventory Valuation Reserves, Ending Balance	0		0		$ 0
Goodwill, Impairment Loss			0	0
Advertising Expense	700,000	$ 1,000,000	2,300,000	2,700,000
Impairment of Long-Lived Assets Held-for-use			0	0
Impairment of Intangible Assets, Finite-lived			0	$ 0
Security Alarm Monitoring Customer Support Services [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 181,000		$ 545,000
Percentage of Total Revenue from Services Under Contract Recognized As Provided	22.00%		23.00%
Percentage of Consolidated Revenue from Services Under Contract, Recognized As Provided	3.00%		3.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Brigadier [Member]
Concentration Risk, Percentage	46.00%	51.00%	52.00%	39.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Brigadier [Member] | Major Customer 1 [Member]
Concentration Risk, Percentage	12.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Brigadier [Member] | Major Customer 2 [Member]
Concentration Risk, Percentage	10.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Gasoline Convenience Store Sector [Member]
Concentration Risk, Percentage	46.00%	42.00%	44.00%	42.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Major Customer 1 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	19.00%	22.00%	21.00%	20.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	11.00%	12.00%	12.00%	11.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member]
Concentration Risk, Percentage			11.00%
Number of Major Customers	2
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member] | Major Customer 1 [Member]
Concentration Risk, Percentage	13.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member] | Major Customer 2 [Member]
Concentration Risk, Percentage	13.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Brigadier [Member]
Concentration Risk, Percentage			31.00%		35.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Brigadier [Member] | Major Customer 1 [Member]
Concentration Risk, Percentage	23.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Brigadier [Member] | Major Customer 2 [Member]
Concentration Risk, Percentage	16.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Gasoline Convenience Store Sector [Member]
Number of Major Customers			0
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Independent Retailers Sector [Member]
Number of Major Customers			0
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Major Customer 1 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage			25.00%		33.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage			16.00%		16.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | The Original Sprout LLC [Member]
Concentration Risk, Percentage			22.00%		10.00%

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Note 2 - Summary of Significant Accounting Policies - Concentration Risk (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Jun. 30, 2018
Revenue, related parties	$ 3,567,702	$ 4,345,234	$ 11,729,689	$ 14,348,806
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member]
Revenue, related parties	$ 3,567,702	$ 4,345,234	$ 11,729,689	$ 14,348,806
Concentration risk percentage	100.00%	100.00%	100.00%	100.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the USO Fund [Member]
Revenue, related parties	$ 1,803,427	$ 2,187,506	$ 5,641,829	$ 7,630,965
Concentration risk percentage	51.00%	50.00%	48.00%	53.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties	$ 912,419	$ 1,038,924	$ 3,262,108	$ 2,996,917
Concentration risk percentage	25.00%	24.00%	28.00%	21.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties	$ 432,915	$ 648,691	$ 1,510,303	$ 2,220,710
Concentration risk percentage	12.00%	15.00%	13.00%	16.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties	$ 418,941	$ 470,113	$ 1,315,449	$ 1,500,214
Concentration risk percentage	12.00%	11.00%	11.00%	10.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member]
Revenue, related parties			$ 1,207,361		$ 1,458,159
Concentration risk percentage			100.00%		100.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the USO Fund [Member]
Revenue, related parties			$ 598,810		$ 674,535
Concentration risk percentage			49.00%		46.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties			$ 309,916		$ 431,288
Concentration risk percentage			26.00%		30.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties			$ 142,351		$ 182,399
Concentration risk percentage			12.00%		12.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties			$ 156,284		$ 169,937
Concentration risk percentage			13.00%		12.00%

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Note 2 - Summary of Significant Accounting Policies - Useful Life of Property, Plant, and Equipment (Details)	9 Months Ended
	Mar. 31, 2019
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

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Note 2 - Summary of Significant Accounting Policies - Effects of Initial Adoption (Details) - USD ($)	Mar. 31, 2019	Jul. 01, 2018	Jun. 30, 2018
Assets	$ 21,795,115		$ 23,101,149
Liabilities	4,408,363		6,125,152
Accumulated other comprehensive income	(144,939)		148,808
Retained earnings	$ 8,315,563		$ 7,611,061
Accounting Standards Update 2016-01 [Member]
Assets
Liabilities
Accumulated other comprehensive income		(279,951)
Retained earnings		279,951
Accounting Standards Update 2014-09 [Member]
Assets
Liabilities
Accumulated other comprehensive income
Retained earnings
Accounting Standards Update 2016-01 and 2014-09 [Member]
Assets
Liabilities
Accumulated other comprehensive income		(279,951)
Retained earnings		$ 279,951

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Note 3 - Basic and Diluted Net Income Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Net income (loss) available to common shareholders, basic	$ 75,884	$ 779	$ 424,551	$ 850,380
Shares, basic (in shares)	34,045,383	29,559,139	31,021,688	29,559,139
Basic income per share (in dollars per share)	$ 0	$ 0	$ 0.01	$ 0.03
Effect of dilutive securities, shares (in shares)	4,252,776	8,739,020	7,276,471	8,739,020
Effect of dilutive securities, per share (in dollars per share)
Net income (loss) available to common shareholders, diluted	$ 75,884	$ 779	$ 424,551	$ 850,380
Shares, diluted (in shares)	38,298,159	38,298,159	38,298,159	38,298,159
Diluted income (loss) per share (in dollars per share)	$ 0	$ 0	$ 0.01	$ 0.02

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Note 4 - Inventories - Inventory Summary (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Raw materials	$ 247,277	$ 195,674
Supplies and packing materials	166,693	142,257
Finished goods	798,106	593,134
Total	$ 1,212,076	$ 931,065

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Note 5 - Property and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Depreciation, Total	$ 90,659	$ 90,306	$ 271,734	$ 259,460

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Note 5 - Property and Equipment, Net - Property and Equipment Summary (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Plant and equipment, gross	$ 2,043,926	$ 2,010,927
Accumulated depreciation	(1,189,681)	(930,456)
Total property, plant and equipment, net	854,245	1,080,471
Plant and Equipment [Member]
Plant and equipment, gross	1,529,210	1,487,568
Furniture and Fixtures [Member]
Plant and equipment, gross	185,970	171,978
Vehicles [Member]
Plant and equipment, gross	$ 328,746	$ 351,381

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Note 6 - Intangible Assets (Details Textual) - USD ($)				3 Months Ended		6 Months Ended	9 Months Ended
	Dec. 18, 2017	Jun. 02, 2016	Aug. 11, 2015	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Amortization of Intangible Assets, Total				$ 82,728	$ 71,992		$ 251,861	$ 131,948
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
The Original Sprout LLC [Member] | Customer Relationships [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 200,000
Finite-Lived Intangible Assets, Remaining Amortization Period	7 years
The Original Sprout LLC [Member] | Brand Name [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 740,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)						$ 0
The Original Sprout LLC [Member] | Recipes [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 1,200,000
Finite-Lived Intangible Assets, Remaining Amortization Period	8 years
The Original Sprout LLC [Member] | Noncompete Agreements [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 190,000
Finite-Lived Intangible Assets, Remaining Amortization Period	5 years

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Note 6 - Intangible Assets - Summary of Finite-lived Intangible Assets (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Finite-lived intangible assets, gross	$ 3,375,871	$ 3,375,870
Less : accumulated amortization	(632,501)	(380,639)
Total	2,743,370	2,995,231
Brand Name [Member]
Finite-lived intangible assets, gross	1,142,123	1,142,122
Less : accumulated amortization	(119,059)	(88,872)
Total	1,023,064	1,053,250
Customer Relationships [Member]
Finite-lived intangible assets, gross	700,252	700,252
Less : accumulated amortization	(183,896)	(124,895)
Total	516,356	575,357
Domain Name [Member]
Finite-lived intangible assets, gross	36,913	36,913
Less : accumulated amortization	(24,500)	(18,958)
Total	12,413	17,955
Recipes [Member]
Finite-lived intangible assets, gross	1,221,601	1,221,601
Less : accumulated amortization	(208,149)	(92,303)
Total	1,013,452	1,129,298
Noncompete Agreements [Member]
Finite-lived intangible assets, gross	274,982	274,982
Less : accumulated amortization	(96,897)	(55,612)
Total	$ 178,085	$ 219,370

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Note 6 - Intangible Assets - Schedule of Amortization (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
2019	$ 83,647
2020	335,508
2021	325,678
2022	306,809
2023	286,508
Thereafter	1,405,220
Total	$ 2,743,370	$ 2,995,231

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Note 7 - Investments and Fair Value of Financial Instruments (Details Textual) - USD ($) $ in Thousands	Dec. 31, 2018	Jun. 30, 2018
Equity Method Investments	$ 0	$ 0

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Note 7 - Investments and Fair Value of Financial Instruments - Investments (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Investments, cost	$ 1,036,959	$ 3,204,815
Investments, gross unrealized gains		280,480
Investments, gross unrealized losses	(968)	(281,290)
Investments	1,035,991	3,204,005
Money Market Funds [Member]
Investments, cost	1,000,335	180,138
Investments, gross unrealized gains
Investments, gross unrealized losses
Investments	1,000,335	180,138
Mutual Fund [Member]
Investments, cost		2,500,000
Investments, gross unrealized gains		280,480
Investments, gross unrealized losses
Investments		2,780,480
Hedge Asset [Member]
Investments, cost	33,203	523,100
Investments, gross unrealized gains
Investments, gross unrealized losses		(280,761)
Investments	33,203	242,339
Other Equities [Member]
Investments, cost	3,421	1,577
Investments, gross unrealized gains
Investments, gross unrealized losses	(968)	(529)
Investments	$ 2,453	$ 1,048

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Note 7 - Investments and Fair Value of Financial Instruments - Valuation of Securities (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Investments	$ 1,035,991	$ 3,204,005
Fair Value, Inputs, Level 1 [Member]
Investments	1,002,788	2,961,666
Fair Value, Inputs, Level 2 [Member]
Investments	33,203	242,339
Fair Value, Inputs, Level 3 [Member]
Investments
Money Market Funds [Member]
Investments	1,000,335	180,138
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	1,000,335	180,138
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		2,780,480
Mutual Fund [Member] | Fair Value, Inputs, Level 1 [Member]
Investments		2,780,480
Mutual Fund [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Mutual Fund [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Hedge Asset [Member]
Investments	33,203	242,339
Hedge Asset [Member] | Fair Value, Inputs, Level 1 [Member]
Investments
Hedge Asset [Member] | Fair Value, Inputs, Level 2 [Member]
Investments	33,203	242,339
Hedge Asset [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Other Equities [Member]
Investments	2,453	1,048
Other Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	2,453	1,048
Other Equities [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Other Equities [Member] | Fair Value, Inputs, Level 3 [Member]
Investments

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Note 8 - Other Assets (Details Textual)	Mar. 31, 2019 NZD ($)	Mar. 31, 2019 USD ($)	Jun. 30, 2018 USD ($)
Other Assets, Current		$ 482,851	$ 374,617
Restricted Cash and Cash Equivalents, Total	$ 20,000	13,609	13,536
Other Assets, Noncurrent, Total		523,607	532,165
Wainwright [Member]
Assets, Noncurrent, Total		523,607	532,165
Cost Method Investments		$ 500,000	$ 500,000
Cost Method Investment, Ownership Percentage	10.00%	10.00%	10.00%
Other Assets, Noncurrent, Total		$ 23,607	$ 32,165

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Note 8 - Other Assets - Components of Other Current Assets (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Prepaid expenses and deposits	$ 467,490	$ 358,869
Other current assets	15,361	15,748
Total	$ 482,851	$ 374,617

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Note 9 - Goodwill (Details Textual) - USD ($)	9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Jun. 30, 2018
Goodwill, Ending Balance	$ 915,790		$ 915,790	$ 915,790
Goodwill, Impairment Loss	$ 0	$ 0

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Note 9 - Goodwill - Summary of Goodwill (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018	Jun. 30, 2018
Goodwill	$ 915,790	$ 915,790	$ 915,790
The Original Sprout LLC [Member]
Goodwill, gross	416,817		416,817
Gourmet Foods [Member]
Goodwill, gross	147,628		147,628
Brigadier [Member]
Goodwill, gross	$ 351,345		$ 351,345

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Note 10 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Accounts payable	$ 1,579,906	$ 1,935,645
Accrued interest	93,277	56,689
Taxes payable	139,958	3,938
Deferred rent	36,672	3,681
Accrued payroll and vacation pay	155,500	299,630
Other accrued expenses and liabilities	1,036,745	949,804
Total	$ 3,042,058	$ 3,249,387

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Note 11 - Related Party Transactions (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018	Jun. 30, 2018
Interest Expense, Related Party	$ 5,987	$ 5,987	$ 18,227	$ 18,227
Revenue from Related Parties	3,567,702	4,345,234	11,729,689	14,348,806
Accounts Receivable, Related Parties	1,200,000		1,200,000		$ 1,500,000
Expense Waiver Funds, Related Party	100,000	$ 200,000	200,000	$ 600,000
Waivers Payable, Related Party	$ 500,000		$ 500,000		$ 700,000

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Note 11 - Related Party Transactions - Notes Payable (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
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)	9 Months Ended	12 Months Ended
	Mar. 31, 2019	Jun. 30, 2018
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

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Note 12 - Equipment Loans (Details Textual)	3 Months Ended		9 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 CAD ($)	Jun. 30, 2018 USD ($)
Notes Payable, Total	$ 91,923		$ 91,923		$ 122,643
Notes Payable, Current, Total	25,463		25,463			$ 46,705
Notes Payable, Noncurrent, Total	66,461		66,461			$ 149,491
Interest Expense, Debt, Total	$ 1,077	$ 2,630	$ 4,209	$ 7,596

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Note 13 - Business Combinations (Details Textual) - Kahnalytics [Member] - The Original Sprout LLC [Member] - USD ($)	Dec. 18, 2017	Jul. 09, 2018	May 18, 2018
Business Combination, Consideration Transferred, Total	$ 3,500,000
Payments to Acquire Businesses, Gross	982,172
Other Payments to Acquire Businesses	$ 1,250,000
Secured Debt, Total		$ 1,250,000
Acquisition Payment Balance			$ 1,160,000

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Note 13 - Business Combinations - Acquisition of the Assets of The Original Sprout, LLC (Details) - USD ($)		Mar. 31, 2019	Dec. 31, 2018	Jun. 30, 2018	Dec. 18, 2017
Goodwill		$ 915,790	$ 915,790	$ 915,790
Kahnalytics [Member] | The Original Sprout LLC [Member]
Inventory					$ 371,866
Accounts receivable					288,804
Furniture, fixtures and equipment					1,734
Pre-payments of inventory					8,775
Discount on installment payments**	[1]				64,176
Intangible assets*	[2]				2,330,000
Goodwill					416,817
Total Purchase Price					$ 3,482,172

[1] This amount represents a discount on installment payments and is charged to interest expense as incurred.

[2] See Note 6 for further detail of intangible assets acquired.

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Note 13 - Business Combinations - Pro Forma Results (Details) - Kahnalytics [Member] - The Original Sprout LLC [Member] - USD ($)	9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	[1]
Net Revenues	$ 20,129,560	$ 23,467,041
Net Income	$ 424,551	$ 1,436,402
Basic Earnings per Share (in dollars per share)	$ 0.01	$ 0.05
Diluted Earnings per Share (in dollars per share)	$ 0.01	$ 0.04

[1] Includes the operation of the assets acquired from Original Sprout on a consolidated basis and the estimated transaction costs, amortization of intangible assets, and estimated income tax.

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Note 14 - Stockholders' Equity (Details Textual)			3 Months Ended
	Feb. 07, 2019 shares	Nov. 17, 2017	Sep. 30, 2018	Mar. 31, 2019 shares	Jun. 30, 2018 shares
Conversion of Stock, Shares Issued	7,678,380
Preferred Stock, Shares Outstanding, Ending Balance				53,032	436,951
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock, Shares Issued upon Conversion				20
Conversion of Stock, Shares Converted	383,919
Preferred Stock, Shares Outstanding, Ending Balance				53,032
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		30	30

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Note 15 - Income Taxes (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Mar. 31, 2019	Mar. 31, 2018
Unrecognized Tax Benefits, Ending Balance	$ 300,000		$ 300,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	0	$ 0	0	$ 0
Income Tax Expense (Benefit), Total	$ 83,898	$ 23,087	$ 189,608	$ 1,134,422
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Open Tax Year			2014 2015 2016 2017 2018
Foreign Tax Authority [Member] | Canada Revenue Agency [Member]
Open Tax Year			2014 2015 2016 2017 2018
Foreign Tax Authority [Member] | New Zealand Revenue Agency [Member]
Open Tax Year			2014 2015 2016 2017 2018

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Note 16 - Commitments and Contingencies (Details Textual)	9 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Mar. 31, 2019 NZD ($)	Mar. 31, 2019 USD ($)	Jun. 30, 2018 USD ($)
Expense Waivers				$ 462,462	$ 662,650
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 0	$ 0
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			$ 110,000	$ 74,854
Lease Arrangement for Primary Facility [Member]
Operating Lease Arrangement, Collateral Amount			$ 20,000	$ 13,609
Gourmet Foods [Member] | Leased Factory and Warehouse Located in Tauranga, New Zealand [Member]
Lessor, Operating Lease, Term of Contract			3 years	3 years
Lessor, Operating Lease, Renewal Term			3 years	3 years
Operating Lease, Monthly Rent	11,278
Brigadier [Member] | Leased Office and Storage Facilities Located in Saskatoon, Saskatchewan [Member]
Lessor, Operating Lease, Renewal Term			3 years	3 years
Operating Lease, Monthly Rent	4,572
The Original Sprout LLC [Member] | Office and Warehouse Space in San Clemente, CA [Member]
Lessor, Operating Lease, Term of Contract			3 years	3 years
Operating Lease, Monthly Rent	7,837
Wainwright [Member] | Lease for Office Space in Walnut Creek, California [Member]
Operating Lease, Monthly Rent	$ 12,000
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) - Gourmet Foods [Member]	Mar. 31, 2019 USD ($)
2019	$ 106,049
2020	375,823
2021	340,575
2022	198,719
2023	187,326
2024	100,952
Total minimum lease commitment	$ 1,309,444

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Note 17 - Segment Reporting (Details Textual)	9 Months Ended
	Mar. 31, 2019
Number of Reportable Segments	4

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Note 17 - Segment Reporting - Reconciliation of Assets by Segment (Details) - USD ($)	Mar. 31, 2019	Jun. 30, 2018
Assets	$ 21,795,115	$ 23,101,149
Property, plant, and equipment	2,043,926	2,010,927
Accumulated depreciation	(1,189,681)	(930,456)
Net property, plant and equipment	854,245	1,080,471
Corporate Segment [Member]
Assets	2,695,581	2,123,048
Property, plant, and equipment	14,305	14,305
USA Beauty Products and Other [Member]
Assets	3,671,605	13,563,773
Property, plant, and equipment	9,545	5,244
U.S.A Investment Fund Management [Member]
Assets	11,847,588	3,739,979
Property, plant, and equipment	1,678,159	1,627,545
New Zealand Food Industry Segment [Member]
Assets	1,873,573	1,959,486
Property, plant, and equipment	341,917	363,833
Canada Security Alarm [Member]
Assets	1,706,768	1,714,863
Property, plant, and equipment	$ 2,043,926	$ 2,010,927

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Note 17 - Segment Reporting - Reconciliation of Revenue by Segment (Details) - USD ($)	3 Months Ended						9 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Mar. 31, 2019	Mar. 31, 2018
Net income (loss)	$ 75,884	$ 62,713	$ 285,954	$ 779	$ (22,103)	$ 871,704	$ 424,551	$ 850,380
Operating Segments [Member]
Revenue from Contract with Customer, Including Assessed Tax	6,252,244			6,789,936			20,129,560	21,394,690
Net income (loss)	75,884			779			424,551	850,380
Operating Segments [Member] | USA Beauty Products and Other [Member]
Revenue from Contract with Customer, Including Assessed Tax	749,889			654,842			2,549,674	765,833
Net income (loss)	46,078			(104,387)			253,363	(130,473)
Operating Segments [Member] | U.S.A Investment Fund Management [Member]
Revenue from Contract with Customer, Including Assessed Tax	3,567,702			4,345,234			11,729,689	14,348,806
Net income (loss)	193,203			198,781			796,576	1,226,349
Operating Segments [Member] | New Zealand Food Industry Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax	1,114,958			1,236,137			3,471,776	3,752,093
Net income (loss)	64,223			102,186			105,676	121,016
Operating Segments [Member] | Canada Security Alarm [Member]
Revenue from Contract with Customer, Including Assessed Tax	819,695			553,723			2,378,421	2,527,958
Net income (loss)	77,314			(11,304)			273,069	319,543
Operating Segments [Member] | Corporate Segment [Member]
Net income (loss)	$ (304,934)			$ (184,497)			$ (1,004,133)	$ (686,055)