Significant Accounting Policies (Policies)

6 Months Ended

Dec. 31, 2019

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Accounting Principles

The Company has prepared the accompanying financial statements on a consolidated basis. In the opinion of management, the accompanying consolidated balance sheets and related statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation, prepared on an accrual basis, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The information included in this Form

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

2019

Form

-K filed on

September 30, 2019

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, Original Sprout and Marygold & Co.

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

December 31, 2019

and

June 30, 2019

, the Company had

and

$2,075,

respectively, listed as doubtful accounts.

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

one

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

December 31, 2019

, and

June 30, 2019

, there is

allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers, Policy [Policy Text Block]

Major

Customers and

Suppliers – Concentration of Credit Risk

Concierge, has a holding company, operates through its wholly-owned subsidiaries and has

concentration of risk either from customers or suppliers as a stand alone entity. Marygold & Co., as a newly formed entity, had

revenues and

significant transactions for the

three

six

months ended

December 31, 2019.

What transactions that did occur were combined with those of Concierge.

Concierge, through Brigadier, is partially dependent upon its contractual relationship with the alarm monitoring company who provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring, or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled

50%

and

51%

of the total Brigadier revenues for the

three

and

six

months ended

December 31, 2019

,respectively, as compared to

53%

and

55%

for the

three

and

six

months ended

December 31, 2018

, respectively. The same customer accounted for approximately

41%

of Brigadier's accounts receivable as of the balance sheet date of

December 31, 2019

as compared to

37%

as of

June 30, 2019

Concierge, through Gourmet Foods, has

three

major customer groups comprising the gross revenues to Gourmet Foods;

) grocery,

) gasoline convenience stores, and

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

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

December 31, 2019

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

19%

of Gourmet Foods sales revenues as compared to

20%

for the

three

months ended

December 31, 2018

. This customer accounted for

36%

of the accounts receivable at

December 31, 2019

as compared to

28%

as of

June 30, 2019

. The

second

largest in the grocery industry accounted for approximately

13%

of Gourmet Foods sales revenues for the quarter ended

December 31, 2019

as compared to

12%

for the

three

months ended

December 31, 2018

. This same group accounted for

15%

of Gourmet Foods accounts receivable as of

December 31, 2019

as compared to

19%

as of

June 30, 2019

. In the gasoline convenience store market Gourmet Foods supplies

two

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

three

months ended

December 31, 2019

, accounted for approximately

44%

of Gourmet Foods’ gross sales revenues as compared to

44%

for the

three

months ended

December 31, 2018

single member of the consortium is responsible for a significant portion of Gourmet Foods’ accounts receivable. The

third

category of independent retailers and cafes accounted for the balance of Gourmet Foods’ gross sales revenue, however the group members are independently owned and individually responsible for their financial obligations with

one

customer accounting for a significant portion of revenues or accounts receivable.

Concierge, through Original Sprout, is

not

dependent upon any

one

customer or group of customers as

single customer or buying group consistently accounts for over

10%

of the gross revenues, though due to timing of deliveries a customer

may

account for a significant portion of our gross revenues during any particular period. For the

three

months ended

December 31, 2019

customer accounted for

10%

or more of our revenues as compared to

two

different companies accounting for

13%

and

10%

of our revenues for the

three

-month period ending

December 31, 2018

. These companies did

not

account for any significant portion of our accounts receivable as of

December 31, 2019

or as of

June 30, 2019

, however

three

different customers who did

not

account for a significant portion of our revenues did account for

18%,

16%

and

15%

of our accounts receivable as of

December 31, 2019

as compared to

three

other different companies whose accounts receivable represented

25%,

17%

and

12%

of all accounts receivable as of

June 30, 2019

. Original Sprout is partially dependent upon its relationship with a product packaging company who, at the direction of Original Sprout, manufactures the products, packages them in appropriate containers, and delivers the finished goods to Original Sprout for distribution to its customers. All of Original Sprout’s products are currently produced by this packaging company, although if this relationship were to fail there are other similar packaging companies available to Original Sprout at competitive pricing.

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

three

and

six

month revenues as of

December 31, 2019

and

December 31, 2018

along with the accounts receivable at

December 31, 2019

as compared with

June 30, 2019

as depicted below.

	For the Three Months Ended December 31, 2019				For the Three Months Ended December 31, 2018
	Revenue				Revenue
Fund
USO	$	1,441,122	51	%	$	1,853,481	47	%
USCI		455,435	16	%		1,095,830	28	%
UNG		515,611	18	%		572,526	14	%
All Others		427,550	15	%		417,167	11	%
Total	$	2,839,718	100	%	$	3,939,004	100	%

	For the Six Months Ended December 31, 2019				For the Six Months Ended December 31, 2018
	Revenue				Revenue
Fund
USO	$	2,991,321	51	%	$	3,838,402	47	%
USCI		1,076,484	18	%		2,349,689	29	%
UNG		975,073	17	%		1,077,388	13	%
All Others		837,409	14	%		896,509	11	%
Total	$	5,880,287	100	%	$	8,161,988	100	%

	As of December 31, 2019				As of June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	467,895	47	%	$	526,981	51	%
USCI		142,699	14	%		236,251	23	%
UNG		207,145	21	%		141,413	13	%
All Others		184,969	18	%		132,501	13	%
Total	$	1,002,708	100	%	$	1,037,146	100	%

Inventory, Policy [Policy Text Block]

Inventories

Inventories, consisting primarily of food products and packaging in New Zealand, hair and skin care finished products and components in the U.S. and security system hardware in Canada, are valued at the lower of cost (determined on a FIFO basis) or net realizable value. Inventories include product cost, inbound freight and warehousing costs where applicable. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down the inventories to their net realizable value, if lower. For the

six

months ended

December 31, 2019

and

2018

impairment to inventory value was recorded as

and

$0,

respectively. An assessment is made at the end of each reporting period to determine what slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the

six

months ended

December 31, 2019

and

December 31, 2018

, the expense for slow-moving or obsolete inventory was

and

$0,

respectively.

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

Property and Equipment

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

to the Condensed Consolidated Financial Statements).

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

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

Intangible Assets

Intangible assets consist of brand names, domain names, recipes, non-compete agreements and customer lists. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value

may

not

be recoverable. The Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was

impairment recorded for the

six

months ended

December 31, 2019

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

impairment recorded for the

six

months ended

December 31, 2019

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

impairment recorded for the

six

months ended

December 31, 2019

2018

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

Investments and Fair Value of Financial Instruments

Short-term investments are classified as available-for-sale securities. The Company measures the investments at fair value at period end with any changes in fair value reflected as unrealized gains or (losses) which is included as part of other (expense) income. The Company values its investments in accordance with Accounting Standards Codification ("ASC")

820

– Fair Value Measurements and Disclosures (“ASC

820”

). ASC

820

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

820

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

820

establishes a fair value hierarchy that distinguishes between: (

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

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

three

levels defined by the ASC

820

hierarchy are as follows:

Level

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

Level

– Inputs other than quoted prices included within Level

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

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

not

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

Level

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

not

available.

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

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. The performance obligation is satisfied when the product has been shipped and title, risk of loss and rewards of ownership have been transferred. For most of the Company’s product sales or services, these criteria are met at the time the product is shipped, the subscription period commences, or the management fees are accrued. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company.

Recently Adopted Accounting Pronouncements -

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:

Identifying the contract(s) with customers

Identifying the performance obligations in the contract

Determining the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when or as the performance obligation is satisfied

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

three

and

six

months ended

December 31, 2019

, were approximately

US$202,656

and

US$413,119,

or approximately

28%

of the total security system revenues. These revenues for the

three

and

six

months ended

December 31, 2019

account for approximately

of total consolidated revenues.

None

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

Because the Company has

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

control of the Company; therefore,

deferred revenues or contingent liability reserves have been established with respect to these contracts. The services are deemed delivered as the obligation is acknowledged on a monthly basis.

Income Tax, Policy [Policy Text Block]

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than

not

that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than

not

that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are

not

offset or aggregated with other positions. Tax positions that meet the more-likely-than-

not

recognition threshold are measured as the largest amount of tax benefit that is more than

percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Applicable interest and penalties associated with unrecognized tax benefits are classified as additional income taxes in the statements of operations.

Advertising Cost [Policy Text Block]

Advertising Costs

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

three

and

six

months ended

December 31, 2019

were

$634,871

and

$1,210,003,

respectively, as compared to

$762,742

and

$1,634,484

for the

three

and

six

months ended

December 31, 2018

million, respectively.

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

January 2016,

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

July 1, 2018,

resulting in reclassification of

$279,951

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

material impact to the Condensed 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

of the Condensed Consolidated 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

three

and

six

months ended

December 31, 2019

and

2018

a determination was made that

adjustments were necessary

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

February 2016,

the FASB issued ASU

2016

02,

Leases (Topic

842

)

which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than

months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement.

The Company adopted the new standard on

July 1, 2019

using the modified retrospective method and the transition relief guidance provided by the FASB in

ASU

2018

11,

Leases (Topic

842

): Targeted Improvements.

Consequently, the Company did

not

update financial information or provide disclosures required under the new standard for dates and periods prior to

July 1, 2019.

The Company elected the package of practical expedients and did

not

reassess prior conclusions on whether contracts are or contain a lease, lease classification, and initial direct costs. In addition, the Company adopted the lessee practical expedient to combine lease and non-lease components for all asset classes and elected to

not

recognize ROU assets and lease liabilities for leases with a term of

months or less.

Adoption of the new standard resulted in the Company recording operating lease ROU assets and operating lease liabilities of

$1,113,840

and

$1,150,916

respectively, as of

July 1, 2019.

The ROU assets were recorded net of

$37,076

in deferred rent adjustments that were previously recorded in accrued expenses and deferred rent on the Consolidated Balance Sheets as of

June 30, 2019

. The adoption of this standard did

not

result in any cumulative-effect adjustments to retained earnings. Additionally, there was

impact on the Company’s unaudited condensed consolidated statements of operations and comprehensive income or the unaudited statement of cash flows as a result of the adoption of Topic

842

for the

three

months ended

December 31, 2019

Refer to Note

for additional disclosures over the Company’s leases.

A summary of the effects of the initial adoption of ASU

2016

and ASC

842

July 1, 2019

are as follows:

	ASC 842
Increase (decrease):
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219
Accumulated other comprehensive income	$	-
Retained earnings	$	-

The Company has reviewed new accounting pronouncements issued between

September 30, 2019,

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

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

-Q and has determined that

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.