10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED June 30, 2020

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-29913

Concierge Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada (state of incorporation)		90-1133909 (IRS Employer Identification No.)
	1202 Puerta Del Sol San Clemente, CA 92673 (Address of principal executive offices) (Zip Code) Tel: 866.800.2978 (Registrant's telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 12 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐    (Do not check if a smaller reporting company)
		Smaller reporting company	☒
		Emerging growth company	☐

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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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ Yes   ☒ No

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $8,848,302 based upon the per share price of $1.45, as reported by our trading exchange platform, OTC Markets, for the common stock as of December 31, 2019, the last business day of the registrant’s most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.

As of September 28, 2020, there were 37,412,519 shares of the registrant's Common Stock, $0.001 par value, issued and outstanding.  In addition, we have 53,032 shares of Series B Convertible, Voting, Preferred Stock issued and outstanding on September 27, 2020. 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.

DOCUMENTS INCORPORATED BY REFERENCE

None

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TABLE OF CONTENTS

PART I
ITEM 1  Business	5
ITEM 1A Risk Factors	10
ITEM 1B Unresolved Staff Comments	12
ITEM 2  Properties	12
ITEM 3  Legal Proceedings	12
ITEM 4  Mine Safety Disclosures	12
PART II
ITEM 5  Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	13
ITEM 6 Selected Financial Data	15
ITEM 7  Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
ITEM 7A Quantitative and Qualitative Disclosures About Market Risk	22
ITEM 8  Financial Statements and Supplementary Data	22
ITEM 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	23
ITEM 9A Controls and Procedures	23
ITEM 9B Other Information	24
PART III
ITEM 10 Directors, Executive Officers, and Corporate Governance	24
ITEM 11 Executive Compensation	28
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
ITEM 13 Certain Relationships and Related Transactions, and Director Independence	31
ITEM 14 Principal Accounting Fees and Services	32
PART IV
ITEM 15 Exhibits, Financial Statement Schedules	32
ITEM 16 Form 10-K Summary	34

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 Annual Report on Form 10-K include, but are not limited to, statements about:

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

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

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

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

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

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

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

• the attraction and retention of key personnel;

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

• worldwide economic conditions and their impact on spending; and

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

We caution you that the foregoing list does not contain all of the forward-looking statements made with respect to us and our operating subsidiaries in this Annual Report on Form 10-K.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K 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”. 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K to reflect events or circumstances after the date of this Annual Report on Form 10-K 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.

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PART I

ITEM 1. BUSINESS.

General

Concierge Technologies, Inc., (the “Company” or “Concierge”), a Nevada corporation, which was incorporated on April 20, 2005, operates through its wholly owned subsidiaries who are engaged in varied business activities. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:

● Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries, United States Commodity Funds LLC (“USCF”), and USCF Advisers LLC (“USCF Advisers”), each of which manages, operates or is an investment advisor to exchange traded funds and exchange traded products 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 alarms and monitoring systems for security and fire.

● 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.

● Marygold & Co., ("Marygold") a newly formed U.S. based company, established by Concierge to explore opportunities in the financial technology ("Fintech") space, still in the development stage as of June 30, 2020 and estimated to launch by December 2020. Through June 30, 2020, limited expenditures have been incurred on this venture.

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 limited 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.  Across Concierge and its subsidiaries, the Company employs 92 full-time employees.

Subsidiary Business Overview

Wainwright

On December 9, 2016, Concierge acquired all of the issued and outstanding stock in Wainwright which is controlled by our CEO and majority shareholder Nicholas Gerber and another Concierge shareholder, Scott Schoenberger, a member of our board of directors. Wainwright is the holding company for USCF and USCF Advisers, which collectively operate 10 exchange traded products (“ETPs”) and exchange traded funds (“ETFs”) listed on the NYSE Arca, Inc. ("NYSE Arca") with a total of approximately $6 billion in assets under management as of June 30, 2020. Wainwright receives revenues from its subsidiaries' which provides investment management and advisory services in exchange for management fees charged against the funds. Wainwright’s operating subsidiaries focus primarily on providing investment advisory services to funds that invest in a broad base or single commodity, particularly in oil, natural gas, gasoline and metals. Concierge acquired Wainwright in a stock-for-stock exchange for (i) 27,293,333 (as adjusted approximately for the 1 for 30 reverse stock split of our outstanding shares of common and preferred stock effective on December 15, 2017, (the "2017 Reverse Stock Split")) shares of our common stock and (ii) 311,804 (as adjusted approximately for the 2017 Reverse Stock Split) shares of our Series B Voting, Convertible, Preferred stock (which preferred shares are convertible into approximately 6,236,079 shares of Company Common Stock). 

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USCF is currently the General Partner of the following Securities Act of 1933 commodity based funds and Sponsor (“Sponsor”) of the United States Commodity Index Funds Trust (“USCIF Trust”), and each series thereof,  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 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 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
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; Liquidated December 18, 2019
United States 3X Short Oil Fund (“USOD”)	A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

USCF Advisers serves as the investment adviser to the funds 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’ funds 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; Liquidated May 6, 2020
USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund	Fund launched May 2018

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

As of and for the years ended June 30, 2020 and 2019 approximately 86% and 89% of Wainwright’s revenue, respectively, were attributed to its three largest funds United States Oil Fund, LP, United States Natural Gas Fund, LP and United States Commodity Index Fund.

Competition

Wainwright faces competition from other commodity fund managers, which include larger, better financed companies that offer products similar to Wainwright’s. Many of these competitors have substantially greater financial, technical, and human resources than Wainwright does, as well as greater experience in the discovery and development of products and the commercialization of those products. Our competitors’ products may be more effective, or more effectively marketed and sold, than any products we may commercialize. Wainwright will continue to develop and consider new fund opportunities identified through its research efforts and review of market needs. However, the cost of launching and seeding new funds is dependent upon existing and new capital resources. The ability to successfully launch new funds competing with much larger financial institutions with greater financial and human capital will be challenging.

Regulation

Wainwright’s operating subsidiaries, 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. 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 exchange traded funds and a mutual fund (liquidated during the current fiscal year) registered with the SEC under the Investment Company Act of 1940.

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Employees

Wainwright’s operating subsidiaries employ approximately 15 persons, a majority of whom are located in Walnut Creek, California. The operating subsidiaries are responsible for the retention of sub-advisers to manage the investments of each managed Funds’ assets in conformity with their respective investment policies if the operating subsidiary does not provide those services directly. Wainwright’s operating subsidiaries may also retain third-parties to provide custody, distribution, fund administration, transfer agency, and all other non-distribution related services necessary for each fund to operate. Wainwright, through its operating subsidiaries, bears all of its own costs associated with providing these advisory services and the expenses of the members of the board of directors of each fund who are affiliated with Wainwright.

Intellectual Property

Wainwright subsidiary USCF owns registered trademarks for USCF and USCF Advisers.  The funds for which USCF is a general partner or sponsor have registered trademarks owned by USCF. Additionally, USCF was granted two patents Nos. 7,739,186 and 8,019,675, for systems and methods for an exchange traded fund (ETF) that tracks the price of one or more commodities.

Gourmet Foods

Gourmet Foods, Ltd. (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd) and acquired by Concierge in August 2015. 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.

Products and Customers

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 year ended and balance sheet date of June 30, 2020, Gourmet Foods’ largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 20% of Gourmet Foods sales revenues and 15% of Gourmet Foods accounts receivable as compared to 22% and 28% for the prior year ended June 30, 2019, respectively. The second largest in the grocery industry accounted for approximately 12% of Gourmet Foods sales revenues for the year ended June 30, 2020 as compared to 12% for the year ended June 30, 2019. This same group accounted for 26% of Gourmet Foods accounts receivable as of June 30, 2020 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 year ended and balance sheet date of June 30, 2020, accounted for approximately 45% of Gourmet Foods’ gross sales revenues as compared to 43% for the year ended June 30, 2019. No single member of the consortium is responsible for a significant portion of Gourmet Foods’ accounts receivable. The third category of independent retailers and cafes accounted for the remaining balance of Gourmet Foods’ gross sales revenue, however the group members are independently owned and individually responsible for their financial obligations with no one customer accounting for a significant portion of revenues or accounts receivable.

Sources and Availability of Materials

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. However, the unavailability of, or increase in price in, any of the ingredients on which Gourmet Foods relies to produce its products could harm its operating results for such period.

Competition

Gourmet Foods faces competition from other commercial-scale manufacturers of meat pies located in New Zealand and Australia. Competitors’ products may be more effective, or more effectively marketed and sold, than any products Gourmet Foods may commercialize. Larger competitors in New Zealand also enjoy a wider and more entrenched market share making it particularly difficult for us to penetrate certain market segments and, even if penetrated, might make it difficult to maintain. In an effort to expand its market presence and limit competitive interference, Gourmet Foods from time to time attempts to acquire other commercial-scale manufacturers of meat pies or confections. Gourmet Foods also has interest in collapsing supply chains where possible, and subsequent to the end of the current fiscal year was successful in acquiring a printer of food packaging materials. (See Note 16 – Subsequent Events)

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Seasonality

The location of Gourmet Foods in the southern hemisphere provides it with a warm Christmas holiday season and some increased business as customers tend to be traveling and purchase more ready-to-eat foods. Although this increase in sales is observable, it is not deemed significant and the opposing seasons to the northern hemisphere work to offset any corresponding down turn in revenues for Brigadier, our Canadian subsidiary, during winter months. Overall, the consolidated business does not experience any material seasonality due to Gourmet Foods.

Regulation

In New Zealand our subsidiary, Gourmet Foods, is required to have certain permits from health regulatory agencies and export permits for certain products it chooses to export. Gourmet Foods is also subject to local regulations as are usual and customary for those in the food processing, manufacturing and distribution business.

Intellectual Property

Gourmet Foods, Ponsonby Pies and Pat’s Pantry are all registered trademarks of Gourmet Foods, Ltd.

Employees

Gourmet Foods employs approximately 45 persons in New Zealand.

Brigadier

On June 2, 2016, Concierge acquired all of the issued and outstanding stock in Brigadier, a Canadian corporation headquartered in Saskatoon, Saskatchewan. Brigadier sells and installs alarm monitoring and security systems to commercial and residential customers under brand names "Brigadier Security Systems" and "Elite Security" throughout the province of Saskatchewan with offices in Saskatoon and Regina.

Services, Products and Customers

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 the largest SecurTek Monitoring Solutions Inc dealer 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 approximately 1.35 million customer connections across Canada. Brigadier is also a certified integrator for Avigilon Access Control and Video, Bosch Intrusion, Gallagher Access Control, Honeywell Access Control and Intrusion, Kantech Corporate Access Control and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, IP video systems, ULC certified fire alarms, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware to customers and brokers a 24/7 monitoring of their premises. The contract for monitoring the premises is typically supported by SecurTek, who pays Brigadier a monthly maintenance and support fee for each contract remaining in effect.

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 49% and 46% of the total Brigadier revenues for the years ended June 30, 2020 and June 30, 2019, respectively. The same customer accounted for approximately 40% of Brigadier's accounts receivable as of the balance sheet date of June 30, 2020 as compared to 37% as of June 30, 2019. No other single customer accounted for a significant percentage of total sales or accounts receivable for the fiscal years ended June 30, 2020 or 2019.

Sources and Availability of Materials

Brigadier purchases alarm panels, digital and analog cameras, mounting hardware and accessory items needed to complete security installations from a variety of sources. The manufacture of electronic items such as those sought by Brigadier has expanded to a global scale thus providing Brigadier with a broad choice of suppliers. Brigadier bases its vendor selection on several criteria including: price, availability, shipping costs, quality, suitability for purpose and the technical support of the manufacturer.

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Competition

Although it holds a dominant market position in the province of Saskatchewan, Brigadier faces competition from larger, better financed companies that offer similar products and services. In addition, it is possible that Brigadier may face increasing competition as disruptive technologies enter the market. However, with respect to the market share it currently enjoys, Brigadier expects that their core customers will remain loyal and that an opportunity exists to capitalize on the deployment of new technologies. Brigadier's management will continue efforts to capture additional customers through organic growth and a focus on quality.

Seasonality

Brigadier, due to its location in the province of Saskatchewan, Canada, is far enough north that winter weather has a negative effect on its ability to complete some installations, particularly those involving new construction. For this reason, the period from November through March typically produces less revenue than comparison periods during other seasons of the year. Although this decrease in sales is observable, the downturn in sales revenues for the winter months at Brigadier are offset in large part by the increase in revenues for our subsidiary Gourmet Foods in the Southern Hemisphere. Overall, the consolidated business does not experience any material seasonality due to Brigadier Security Systems.

Employees

Brigadier employs approximately 21 persons in Canada.

Original Sprout

Kahnalytics was founded in 2015 as a wholly owned subsidiary of Concierge and is domiciled in the state of California. The dba/Original Sprout was adopted in December 2017 at the time the assets of Original Sprout LLC were acquired. Original Sprout develops and markets hair and skin products such as vegan shampoos, hair rinses, skin lotions, sun block, baby wash and related products under the brand names Original Sprout and Worry Free.

Products and Customers

Original Sprout sells its products through 3 channels to market: 1) direct sales to end users via online shopping cart, 2) distributors who, in turn, sell to other retailers or wholesalers, and 3) to retail stores selling to end users either from the shelf or online.

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 1 significant customer for the year ended June 30, 2020 accounting for 10% of total revenues and 0% of accounts receivable whereas a different customer accounted for 10% of sales for the year ended June 30, 2019 and 24% of accounts receivable. Two other customers who were not significant in total annual sales accounted for 39% and 18% of total account receivables at June 30, 2020 and 0% at June 30, 2019.

Sources and Availability of Materials

Concierge, through Original Sprout, is dependent upon its relationship with a product packaging company who, at the direction of Original Sprout, produces the products in accordance with proprietary formulas, 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. Because of the nature of the Original Sprout product ingredients, some of the ingredients may, at times, be difficult to source in timely fashion or at the expected price point. To safeguard against this possibility Original Sprout endeavors to maintain at least a 90-day supply of all products in stock. Estimating and maintaining a reserve stock account is not a guarantee that a shortage of ingredient supplies will not affect production such that Original Sprout will not exhaust its reserves or be unable to fulfill customer orders.

Competition

Original Sprout manufactures and distributes only 100% vegan, safe and non-toxic, hair and skin care products which we believe differentiate it significantly from other main-stream products. The use of organic and natural extracts is a growing trend in the U.S. and abroad, and other established brands are beginning to make products for this market. As more entrants to the high-end, vegan, hair care segment come into existence it is inevitable that some will be better financed and have more brand recognition and resources than those of Original Sprout. Original Sprout is focused on promoting its own brand name as a recognized pioneer in 100% vegan, safe, effective, hair care products through recruitment of addition distributors, nationwide retail stores, and increased social media presence with the expectation that establishing brand awareness will allow the continued growth of annual revenues and market share protection, though there can be no guarantees that such efforts will be sufficient to offset the effects of competition in the future.

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Seasonality

There is no significant seasonality for sales of products for Original Sprout, though sales will fluctuate around traditional holidays, and certain products, such as sun screen, will be lower in winter months than in summer months. Overall, the consolidated business does not experience any material seasonality due to Original Sprout.

Regulation

In the U.S. our subsidiary, Original Sprout, is not required to have permits for distribution of its products, however it chooses to gain recognition from certain testing laboratories and other quasi-regulatory agencies for compliance with accepted standards for hair and skin care ingredients and lack of toxic chemicals in their formulas and processes. For export, Original Sprout is often compelled to submit its products to foreign government agencies or certified laboratories for ingredient testing prior to being accepted for import as a “safe” product. The Original Sprout products comply with all applicable regulations, both domestic and foreign, in areas where they are sold or distributed.

Intellectual Property

The formulations and ingredient percentages of the many products of Original Sprout are considered its intellectual property, though many cannot be patented, they are maintained as confidential. The names "Original Sprout", "D’Organiques Original Sprout" are registered trademarks of Original Sprout.

Employees

Original Sprout employees 9 persons on a full time basis at its location in San Clemente, California.

Available Information

We maintain a website at www.conciergetechnology.net. We make available free of charge on or through our website our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after we electronically file or furnish such materials to the SEC. The information on our website is not incorporated by reference in this annual report on Form 10-K.  In addition, the U.S. Securities and Exchange Commission ("SEC") maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, from which investors can electronically access Concierge's SEC filings.

ITEM 1A. RISK FACTORS

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

The Company’s business and operation could be negatively affected by any material litigation involving the Company or its subsidiaries.

USCF, an indirect wholly owned subsidiary of the Company, is currently subject to class action litigation. See “Item 3. Legal Proceedings” of this Annual Report on Form 10-K. 

Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of the proceedings, and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described in “Item 3. Legal Proceedings” of this Annual Report on Form 10-K. In light of the inherent uncertainties involved in such matters, an adverse outcome in this litigation could materially adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period.

Litigation could result in substantial costs and divert management’s attention and resources from a company’s business. Additionally, litigation could give rise to perceived uncertainties as to a company’s future, adversely affect its relationships with vendors and make it more difficult to attract and retain qualified personnel. Also, a company subject to litigation may be required to incur significant legal fees and other expenses related to any litigation.

COVID-19 Risk

An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. COVID-19 has resulted in numerous deaths, travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines and the imposition of both local and more widespread “work from home” measures, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The ongoing spread of COVID-19 has had, and is expected to continue to have, a material adverse impact on local economies in the affected jurisdictions and also on the global economy, as cross border commercial activity and market sentiment are increasingly impacted by the outbreak and government and other measures seeking to contain its spread. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, actions taken by government and quasi-governmental authorities and regulators throughout the world in response to the COVID-19 outbreak, including significant fiscal and monetary policy changes, may affect the value, volatility, pricing and liquidity of some investments or other assets, including those held by or invested in by the Company. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its ultimate impact on the Company and, on the global economy, cannot be determined with certainty. The COVID-19 pandemic and its effects may last for an extended period of time, and could result in significant and continued declines in global financial markets, higher default rates, and a substantial economic downturn or recession. The foregoing could disrupt the operations of the Company's service providers, adversely affect the Company's stock price, and negatively impact the Company's performance and your investment in the Company. The extent to which COVID-19 will affect the Company and its’ service providers will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain COVID-19. Given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted.

10

Additional risks and uncertainties that are presently unknown or are currently deemed immaterial may also impair our business operations. These risk factors should be read in connection with the other information included in this annual report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

Risks Related to our Business and Structure

Concierge is a holding company and its only material assets are its cash in hand, equity interests in its operating subsidiaries and its other investments. As a result, Concierge’s principal source of cash flow is distributions from its subsidiaries and its subsidiaries may be limited by law and by contract in making distributions to Concierge.

As a holding company, Concierge's assets are its cash and cash equivalents, the equity interests in its subsidiaries and other investments.

The principal source of cash flow is distributions from our subsidiaries. Thus, our ability to finance future acquisitions or develop new projects is dependent on the ability of our subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to us. Our subsidiaries are separate legal entities, and although they may be wholly-owned or controlled by us, they have no obligation to make any funds available to us, whether in the form of loans, dividends, distributions or otherwise. The ability of our subsidiaries to distribute cash to us are and will remain subject to, among other things, restrictions that are contained in each subsidiaries’ financing agreements, availability of sufficient funds and applicable state laws and regulatory restrictions.

Claims of creditors of our subsidiaries generally will have priority as to the assets of such subsidiaries over our claims and claims of our creditors and stockholders. To the extent our cash flow is dependent on our subsidiaries ability to make distributions to us could materially limit our ability to grow, pursue business opportunities or make acquisitions that could be beneficial to our businesses.

We are dependent on certain key personnel, the loss of which may adversely affect our financial condition or results of operations.

Major capital allocation decisions and investment decisions are made by Chief Executive Officer and Chairman of the Board of Directors, Nicholas Gerber, with consultation from key personnel, from our management team and the executive management team from our subsidiaries. The executive management teams that lead the Company and our subsidiaries are also highly experienced and possess extensive skills in their industry. If Mr. Gerber were to become unavailable, there could be a material adverse impact on our operations. However, the Company’s Board of Directors have the power and authority to fill a vacancy left by Mr. Gerber. The ability to retain key personnel is important to our success and future growth. Competition for these professionals can be intense, and we may not be able to retain and motivate our existing officers and senior employees, and continue to compensate such individuals competitively. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on our operations and negatively impact our financial condition or results of operations of our businesses, and could hinder the ability of our business and our subsidiaries to effectively compete in the various industries in which we operate.

We need qualified personnel to manage and operate our subsidiaries.

Our decentralized business model requires that we retain qualified and competent managers to continue day-to-day operations of our subsidiaries and continue business operations in a changing political, business or regulatory environment. Our subsidiaries require qualified and competent personnel to execute their business plans and continue servicing their clients, suppliers and other stakeholders. Our inability to attract and retain qualified personnel to operate our business subsidiaries could negatively impact our operating results and our overall financial condition that is important to our success and future growth.

Cyber Security Risks

The efficient operation of our businesses is dependent on computer hardware and software systems. Unauthorized computer infiltration, denial-of-service attacks, phishing efforts, unauthorized access, malicious software codes, computer viruses or other such harmful computer campaigns may negatively impact our business causing significant disruptions to our business operations. We expect that we may be subject to a cyber-attack in some form or fashion in the future as such attacks become more sophisticated and frequent to all industries and all businesses of every size. There can be no assurance that our cyber-security measures and technology will adequately protect us from these and other risks, including external risks such as natural disasters and power outages and internal risks such as insecure coding and human error.

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Although we have undertaken steps to prevent and mitigate cyber risks, there is no guarantee that our efforts will prevent cyber-attacks perpetrated against our information systems which could result in loss of assets and critical information, theft of intellectual property or inappropriate disclosure of confidential information and could expose us to remediation costs and reputational damage which could adversely affect our business in ways that cannot be predicted at this time. Any of these risks could materially affect our results of operations and consolidated financial results.

Future acquisitions or business opportunities could involve unknown risks that could harm our business and adversely affect our financial condition and results of operations.

We are a holding company that owns interests in a number of different businesses. We have in the past, and intend in the future, to acquire businesses that involve unknown risks, some of which will be particular to the industry in which the investment or acquisition targets operate, including risks in industries with which we are not familiar or experienced. There can be no assurance our due diligence investigations will identify every matter that could have a material adverse effect on us or the entities that we may acquire. We may be unable to adequately address the financial, legal and operational risks raised by such investments or acquisitions, especially if we are unfamiliar with the relevant industry, which can lead to significant losses on material investments. The realization of any unknown risks could expose us to unanticipated costs and liabilities and prevent or limit us from realizing the projected benefits of the investments or acquisitions, which could adversely affect our financial condition and liquidity. In addition, our financial condition, results of operations and the ability to service our debt may be adversely impacted depending on the specific risks applicable to any business we invest in or acquire and our ability to address those risks.

We could consume resources in researching acquisitions, business opportunities or financings and capital market transactions that are not consummated, which could materially adversely affect subsequent attempts to locate and acquire or invest in another business.

We are a holding company in the business of owning diverse and profitable businesses. Our business model also encompasses researching and investigating new acquisitions and business opportunities to support the growth of our Company. With each new contemplated acquisition or business opportunity, there are resources that must be allocated towards acquisition or engaging in a new business opportunity such as, the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments with respect to such transaction and may require substantial management time and attention and substantial costs for financial advisors, accountants, attorneys and other advisors. If a decision is made not to consummate a specific acquisition, business opportunity or financing and capital market transaction, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, even if an agreement is reached relating to a specific acquisition, investment target or financing, we may fail to consummate the investment or acquisition for any number of reasons, including those beyond our control. Any such event could consume significant management time and result in a loss to us of the related costs incurred, which could adversely affect our financial position and our ability to consummate other acquisitions and investments.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

As of June 30, 2019 the Company did not own any plants or real property.  However, on July 2, 2019, Brigadier finalized the purchase of its office facility and land located in Saskatoon for CAN $750,000 (Approximately US$572,858), funded by a bank loan of CAN$525,000 (approximately US$401,000) and CAN$225,000 (approximately US$171,858) in cash. The bank loan matures in 4 years and bears interest at the annual rate of 4.14%.

Facilities

Administrative offices are co-located in the facility leased by our subsidiary, Original Sprout, whose mailing address is 1202 Puerta Del Sol, San Clemente, California 92673. Our wholly-owned subsidiary, Brigadier, rents facilities in Saskatoon and Regina, Canada. Our wholly-owned subsidiary, Gourmet Foods, rents facilities in Tauranga, New Zealand. Wainwright leases office space in Walnut Creek, California. We believe that the facilities described herein are adequate for our current and immediately foreseeable operating needs.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company and its subsidiaries may be involved in legal proceedings arising primarily from the ordinary course of its business. Except as described below there are no pending legal proceedings against the Company or its subsidiaries, including USCF, an indirect wholly owned subsidiary of the Company.

Lucas Class Action

On June 19, 2020, USCF, USO, John P. Love and Stuart P. Crumbaugh were named as defendants in a purported stockholder class action initiated by Robert Lucas, individually and on behalf of others similarly situated (the “Lucas Class Action”). The Lucas Class Action is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-04740.

The Lucas Class Action complaint alleges that, beginning in March 2020, in connection with USO’s registration and issuance of additional USO shares, USCF, USO, and the other defendants in the Lucas Class Action failed to disclose to investors in USO certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. Plaintiff alleges that USCF, USO, and the other defendants in the Lucas Class Action possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The complaint seeks to certify a class and award the class compensatory damages at an amount to be determined at trial.

On August 18, 2020, pursuant to the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. § 78u-4, motions were filed seeking to consolidate the Lucas Class Action with (i) a purported stockholder class action initiated on June 31, 2020 by Moshe Ephrati, individually and on behalf of others similarly situated, that is currently pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06010 and in which the same defendants named in the Lucas Class Action were also named as defendants (the “Ephrati Class Action”), and (iii) a purported stockholder class action initiated on August 13, 2020 by Danny Palacios, individually and on behalf of others similarly situated, that is currently pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06442 and also named the same defendants as in the Lucas Class Action and the Ephrati Class Action (the “Palacios Class Action” and, together with the Lucas Class Action and the Ephrati Class Action, the “Class Actions”). Each of the complainants in the Ephrati Class Action and the Palacios Class Action seeks to certify a class and award the class compensatory damages at an amount to be determined at trial.

The claims made in the Ephrati Class Action and the Palacios Class Action are substantively identical to the Lucas Class Action, except that the putative class period in each of the Ephrati Class Action and Lucas Class Action begins on March 19, 2020, whereas the putative class period in the Palacios Class Action begins on February 25, 2020. The Class Actions have been designated as related, and have been assigned to the same Judge and consolidated into a single case.

USCF, USO and the other defendants in the Class Actions intend to vigorously contest the claims made therein and move for their dismissal.

Mehan Complaint

USO was named as a defendant in a complaint dated August 10, 2020 (docketed August 19, 2020), filed by purported shareholder Darshan Mehan, asserted derivatively on behalf of USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, Malcolm R. Fobes III, and USO as a nominal defendant (the “Mehan Complaint”). The complaint is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732. 

The complaint alleges that the defendants breached their fiduciary duties to USO and that USCF failed to act in good faith in connection with a March 19, 2020 offering and certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The plaintiff alleges that the defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until after USO suffered losses and was allegedly forced to abandon its investment strategy. The complaint seeks compensatory damages at an amount be determined at trial, restitution, equitable relief, attorney’s fees and costs.

USCF, USO and the other defendants intend to vigorously contest such claims and move for their dismissal.

SEC and CFTC Wells Notices

On August 17, 2020, USCF, USO, and John Love received a “Wells Notice” from the staff of the SEC (the “SEC Wells Notice”). The SEC Wells Notice relates to USO’s disclosures in late April and early May regarding constraints imposed on USO’s ability to invest in Oil Futures Contracts. The SEC Wells Notice states that the SEC staff has made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, in each case with respect to its disclosures and USO’s actions during that period.

On August 19, 2020, USCF, USO and John Love received a Wells Notice from the staff of the CFTC (the “CFTC Wells Notice”). The CFTC Wells Notice states that the CFTC staff has made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the Commodity Exchange Act, 7 U.S.C. §§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019), in each case with respect to its disclosures and USO’s actions.

A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. USCF, USO, and Mr. Love maintain that USO’s disclosures and their actions were appropriate. They intend to vigorously contest the allegations made by the SEC staff in the SEC Wells Notice and the CFTC staff in the CFTC Wells Notice and expect to engage in a dialogue with the SEC staff and CFTC staff regarding these matters. 

Cantrell and AML Pharm. Inc., Complaints

On August 27, 2020, USCF was named as a defendant in two actions filed by purported shareholders Michael Cantrell (the “Cantrell Complaint”) and AML Pharm. Inc. DBA Golden International (the “AML Complaint”). Both the Cantrell Complaint and the AML Complaint are asserted derivatively on behalf of USO, against defendants USCF, John P. Love and Stuart P. Crumbaugh, as well as USO directors Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson, as well as USO as a nominal defendant. The Cantrell Complaint is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06974. The AML Complaint is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06981.

The Cantrell Complaint and AML Complaint are nearly identical. They allege violations of Sections 10(b), 20(a) and 21D of the Exchange Act, SEC Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These allegations stem from USO’s disclosures and performance, and defendants’ actions in respect thereof, in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complainants seek, on behalf of USO, compensatory damages at an amount to be determined at trial, restitution, equitable relief, attorney’s fees and costs. The plaintiffs in the Cantrell Complaint and AML Complaint have marked their actions as related to the Lucas Class Action.

USCF, USO and the other defendants in the Cantrell Complaint and AML Complaint intend to vigorously contest such claims and move for their dismissal.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

12

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Common Stock presently trades on the OTC Markets QB Exchange. The high and low bid prices, as reported by OTC Markets, are as follows for fiscal years ended June 30, 2019 and 2020. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

	High		Low
	Calendar 2018
3rd Quarter	$	1.23	$	0.55
4th Quarter	$	1.85	$	0.86
	Calendar 2019
1st Quarter	$	1.40	$	0.80
2nd Quarter	$	1.30	$	0.65
3rd Quarter	$	1.00	$	0.65
4th Quarter	$	2.00	$	1.00
	Calendar 2020
1st Quarter	$	1.87	$	0.72
2nd Quarter	$	1.00	$	0.68

Holders

On September 28, 2020, there were approximately 365 registered holders of record of our common stock.

Dividends

We have declared no dividends for the current year nor do we expect to in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Nevada law. Under Nevada law, dividends may be paid to the extent that a corporation’s assets exceed its liabilities and it is able to pay its debts as they become due in the usual course of business. Under Nevada law, a company - such as our company - can pay dividends only

• from retained earnings, and

• no distribution can be made, if after giving it effect,

• the corporation would not be able to pay its debts as they become due in the usual course of business; or

• except as otherwise specifically allowed by the articles of incorporation, the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

Our strategy on dividends is to declare and pay dividends only from retained earnings and only when our Board of Directors deems it prudent and in the best interests of the company to declare and pay dividends.

Penny Stock Regulations

Our common stock trades on the OTC Markets QB Exchange at a price less than $5 a share and therefore is subject to the rules governing "penny stocks."

A "penny stock" is any stock that:

• sells for less than $5 a share.

• is not listed on an exchange or authorized for quotation on The NASDAQ Stock Market, and

• is not a stock of a "substantial issuer." We currently have net tangible assets of at least $2 million which would qualify us as a “substantial issuer”.

There are statutes and regulations of the Commission that impose a strict regimen on brokers that recommend penny stocks.

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The Penny Stock Suitability Rule

Before a broker-dealer can recommend and sell a penny stock to a new customer who is not an institutional accredited investor, the broker-dealer must obtain from the customer information concerning the person's financial situation, investment experience and investment objectives. Then, the broker-dealer must "reasonably determine" (1) that transactions in penny stocks are suitable for the person and (2) that the person, or his advisor, is capable of evaluating the risks in penny stocks.

After making this determination, the broker-dealer must furnish the customer with a written statement setting forth the basis for this suitability determination. The customer must sign and date a copy of the written statement and return it to the broker-dealer.

Finally, the broker-dealer must also obtain from the customer a written agreement to purchase the penny stock, identifying the stock and the number of shares to be purchased.

The above exercise delays a proposed transaction. It causes many broker-dealer firms to adopt a policy of not allowing their representatives to recommend penny stocks to their customers.

The Penny Stock Suitability Rule, described above, and the Penny Stock Disclosure Rule, described below, do not apply to the following:

• transactions not recommended by the broker-dealer,

• sales to institutional accredited investors,

• transactions in which the customer is a director, officer, general partner, or direct or indirect beneficial owner of more than 5 percent of any class of equity security of the issuer of the penny stock that is the subject of the transaction, and

• transactions in penny stocks by broker-dealers whose income from penny stock activities does not exceed five percent of their total income during certain defined periods.

The Penny Stock Disclosure Rule

Another Commission rule - the Penny Stock Disclosure Rule - requires a broker-dealer, who recommends the sale of a penny stock to a customer in a transaction not exempt from the suitability rule described above, to furnish the customer with a "risk disclosure document." This document is set forth in a federal regulation and contains the following information:

• A statement that penny stocks can be very risky, that investors often cannot sell a penny stock back to the dealer that sold them the stock,

• A warning that salespersons of penny stocks are not impartial advisers but are paid to sell the stock,

• The statement that federal law requires the salesperson to tell the potential investor in a penny stock,

• the "offer" and the "bid" on the stock, and

• the compensation the salesperson and his firm will receive for the trade,

• An explanation that the offer price and the bid price are the wholesale prices at which dealers are willing to sell and buy the stock from other dealers, and that in its trade with a customer the dealer may add a retail charge to these wholesale prices,

• A warning that a large spread between the bid and the offer price can make the resale of the stock very costly,

• Telephone numbers a person can call if he or she is a victim of fraud,

• Admonitions -

• to use caution when investing in penny stocks,

• to understand the risky nature of penny stocks,

• to know the brokerage firm and the salespeople with whom one is dealing, and

• to be cautious if one’s salesperson leaves the firm.

Finally, the customer must be furnished with a monthly statement including prescribed information relating to market and price information concerning the penny stocks held in the customer's account.

Effects of the Rule

The above penny stock regulatory scheme is a response by the Congress and the Commission to known abuses in the telemarketing of low-priced securities by "boiler shop" operators. The scheme imposes market impediments on the sale and trading of penny stocks. It has a limiting effect on a stockholder's ability to resell a penny stock.

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Our shares likely will trade below $5 a share on the OTC Markets exchange and be, for some time at least, shares of a "penny stock" subject to the trading market impediments described above.

Recent Sales of Unregistered Securities; Shares Issued for Services; Outstanding Stock Options

On August 15, 2019, the Company issued 175,000 shares of restricted common stock to Maxim Partners LLC in exchange for investment banking services. On February 7, 2019, the Company also issued 7,678,380 of unregistered common stock in the conversion of 383,919 shares of our Series B Voting, Convertible, Preferred Stock. The conversion of the preferred stock was non-dilutive as total voting shares remained unchanged. The Company neither sold or issued any other shares of any class of stock within the last two years up to and including June 30, 2020. The Company has no stock option plan nor any outstanding stock warrants.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the 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 annual report on Form 10-K. See "Consolidated Financial Statements."

Introduction

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

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

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

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

● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale.

● Marygold & Co., ("Marygold") a newly formed U.S. based company, established by Concierge to explore opportunities in the financial technology ("Fintech") space, still in development stage as of June 30, 2020 and estimated to launch during the coming fiscal year. 

Because the Company conducts its businesses through its wholly-owned operating subsidiaries, the risks related to our wholly-owned subsidiaries are also risks that impact the Company's financial condition and results of operations.  See, "Note 2. Summary of Significant Accounting Policies / Major Customers and Suppliers - Concentration of Credit Risk" in the consolidated financial statements for more information. The emergence of a novel coronavirus on a global scale, known as COVID-19, during the current year has had a nominal impact on our operations which varied from company to company. Overall, the effects of dealing with COVID-19 realized through social isolation, stay-at-home orders, shuttering of non-essential businesses and similar initiatives took effect on our areas of operation at such a late date in the fiscal year that the consolidated revenues were not significantly impacted. The financial risk to future operations is largely unknown, (refer to Part I, Item 1A, for further details.)

Critical Accounting Policies

A summary of our significant accounting policies is described in detail in Note 2 to our Consolidated Financial Statements.

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Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to apply necessary resources, which may include experienced personnel, cash, or synergistic acquisitions made with cash, equity or debt, into growing each of our business units to their potential. Original Sprout is in the initial stages of transitioning from a largely boutique offering to a more mainstream product and as such we anticipate measurable growth in revenues for the coming years. Additionally, we are expecting moderate growth in Brigadier through focused management initiatives and consolidation within the security industry coupled with expanded product offerings. Similarly, we expect Gourmet Foods to be operating more efficiently under current management and continue to increase market share through additional product offerings and channels to market, including operation of its newly acquired subsidiary, Printstock Products Ltd., in New Zealand (see Note 16 – Subsequent Events). Wainwright will continue to develop innovative and new fund products to grow its portfolio. In addition to our long-term mission that is an acquisition strategy based upon identifying and acquiring profitable, mature, companies of a diverse nature and with in-place management that produces increased revenue streams, the Company is also focused upon building expertise and developing Fintech opportunities in the financial services sector. In a more general sense, the Company is characterizing its business in three categories; 1) financial services, 2) other operating units, and 3) corporate. The corporate category includes the expenses incurred for maintaining our public reporting status and management as well as the expenditures towards developing newly formed ventures such as Marygold. The purpose is to isolate the cyclical nature of the financial services business from our other industry segments. As revenues from financial services fluctuate over time due to varying performance of the commodities markets, our other operations are expected to be stable and sustainable by comparison. By these initiatives we seek to:

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

● increase our gross revenues and realize net operating profits,

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

● have sufficient cash reserves to pay down accrued expenses and losses,

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

● achieve efficiencies in accounting and reporting through adoption of standards used by all subsidiaries on a consistent basis,

● strategically pursue additional company acquisitions, and

● explore opportunities as may present themselves in the Fintech space, including the launch of a mobile app by Marygold during the coming fiscal year.

Results of Operations

Concierge and Subsidiaries

For the Year Ended June 30, 2020 Compared to the Year Ended June 30, 2019

Financial Summary

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

($’s in thousands)	Financial Services											Other Operating Units											Concierge Corporate											Consolidated
	2020			2019			Change					2020			2019			Change					2020			2019			Change					2020		2019			Change
							$('000)%											$('000)%											$('000)%										$('000)%
Revenue	$	15,459		$	15,021		$	438		3	%	$	11,290		$	11,928		$	(638	)	(5	)%		-			-			-		-		$	26,749	$	26,949		$	(200	)	(1	)%
% of total revenue		58	%		56	%		-		2	%		42	%		44	%		-		(2	)%		-			-			-		-		$	-	$	-			-		-
Cost of revenue		-			-			-		-		$	6,483		$	6,936		$	(453	)	(7	)%		-			-			-		-		$	6,483	$	6,936		$	(453	)	(7	)%
Gross profit	$	15,459		$	15,021		$	438		3	%	$	4,807		$	4,992		$	(185	)	(4	)%		-			-			-		-		$	20,266	$	20,013		$	253		1	%
Operating expenses	$	12,769		$	14,095		$	(1,326	)	(9	)%	$	4,024		$	3,950		$	74		2	%	$	1,557		$	1,212		$	345		28	%	$	18,350	$	19,257		$	(907	)	(5	)%
% of total operating expenses		69	%		73	%				(4	)%		22	%		21	%		1	%	1	%		8	%		6	%		2	%	2	%		-		-			-		-
Income (loss) from operations	$	2,690		$	926		$	1,764		190	%	$	783		$	1,042		$	(259	)	(25	)%	$	(1,557	)	$	(1,212	)	$	(345	)	28	%	$	1,916	$	756		$	1,160		153	%
Other (expense) / income	$	179		$	(148	)	$	327		221	%	$	233		$	25		$	208		832	%	$	8		$	(24	)	$	32		134	%	$	420	$	(147	)	$	567		386	%
Income (loss) before income taxes	$	2,869		$	778		$	2,091		269	%	$	1,016		$	1,067		$	(51	)	(5	)%	$	(1,549	)	$	(1,236	)	$	(313	)	(25	)%	$	2,336	$	609		$	1,727		284	%

16

Revenue and Operating Income

Consolidated revenue for the year ended June 30, 2020 was $26.7 million representing a $0.2 million decrease from the prior year revenue of $26.9 million. While net revenues overall remained relatively unchanged, there were significant differences in the fourth quarter revenues of Wainwright and Brigadier. While Wainwright’s revenues in the fourth quarter exceeded prior year comparison revenues due to the effects of historical price drops in global oil prices on AUM, Brigadier had corresponding lower revenues due to the lockdowns imposed by the COVID-19 response. Concierge produced an operating income for the year ended June 30, 2020 of $1.9 million as compared to $0.8 million for the year ended June 30, 2019. This represents an increase in operating income of $1.2 million for the year ended June 30, 2020 when compared to the year ended June 30, 2019 or approximately 154%. The increase in operating income was primarily attributable to higher fund management revenue from Wainwright due to higher AUM.

Other Income (Expenses) 

Other income (expense) for the years ended June 30, 2020 and 2019 were $0.4 million and ($0.1) million, respectively, resulting in a net income before income tax of $2.3 million and $0.6 million, respectively. After giving consideration to currency translation gain of $31 thousand our comprehensive income for the year ended June 30, 2020 was $1.8 million as compared to the year ended June 30, 2019 where there was a currency translation loss of $45 thousand resulted in comprehensive income of $0.2 million. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates and effects in the valuation of our holdings in New Zealand and Canada.

Income Tax

Provision for income tax for the years ended June 30, 2020 and 2019 are $0.6 million and $0.3 million, respectively, primarily attributable to our United States operations through our Wainwright subsidiary. The Company files income taxes as a combined group and records most income taxes at the Concierge level. Income tax expense recorded at the Concierge level totaled $0.4 million for the year ended June 30, 2020, while a tax benefit of $15 thousand was recorded for the year ended June 30, 2019.

Net Income

Overall, the net income between the year ended June 30, 2020 as compared to the year ended June 30, 2019 increased by approximately $1.5 million or approximately 577% to approximately $1.8 million. The increase in profits for the year ended June 30, 2020 was primarily attributable to higher fund management revenue from Wainwright due to a higher amount of AUM.

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 Advisers board of managers formed USCF ETF Trust (“ETF Trust”) and in July 2016, the USCF Mutual Funds Trust (“Mutual Funds Trust” and together with “ETF Trust” the “Trusts”) both as open-end management investment companies registered under the Investment Company Act of 1940, as amended ("the 1940 Act"). The Trusts are authorized to have multiple segregated series or portfolios. Wainwright owns all of the issued and outstanding limited liability company membership interests of its subsidiaries, USCF and USCF Advisers, each a Delaware limited liability company and are affiliated companies.  USCF serves as the general partner (“General Partner”) for various limited partnerships (“LP”) and sponsor (“Sponsor”) as noted below. USCF and USCF Advisers are subject to federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended and has registered as a CPO under the CEA. Exchange traded products (“ETPs”) issued or sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933. Wainwright is the holding company for USCF and USCF Advisers, which collectively operate ten exchange traded products ("ETPs") and exchange traded funds ("ETFs") listed on the NYSE Arca Inc. ("NYSE Arca") with a total of approximately $6 billion in assets under management ("AUM") as of June 30, 2020. Wainwright, together with its subsidiaries USCF and USCF Advisers, are collectively referred to as “Wainwright” hereafter. 

17

USCF is currently the General Partner of the following Securities Act of 1933 commodity based funds and Sponsor (“Sponsor”) of the United States Commodity Index Funds Trust (“USCIF Trust”), and each series thereof, 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 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 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
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; Liquidated December 18, 2019
United States 3X Short Oil Fund (“USOD”)	A commodity pool formed in May 2017 and made public July 2017; Liquidated December 18, 2019

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; Liquidated May 6, 2020
USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund	Fund launched May 2018

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

Wainwright’s revenue and expenses are primarily driven by the amount of 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.

18

For the Year Ended June 30, 2020, Compared to the Year Ended June 30, 2019

Revenue

Average AUM for the year ended June 30, 2020 was at $3.0 billion, as compared to approximately $2.7 billion from the year ended June 30, 2019 primarily due to an increase in USO, BNO and USL AUM. As a result, the revenues from management and advisory fees increased by approximately $0.4 million, or 3%, to $15.4 million for the year ended June 30, 2020 as compared to the year ended June 30, 2019 where revenues from management and advisory fees totaled $15.0 million.

Expenses

Wainwright’s total operating expenses for year ended June 30, 2020 decreased by $1.3 million to $12.8 million, or approximately 9%, from $14.1 million for the year ended June 30, 2019. Variable expenses, as described above, decreased by $1.2 million over the respective twelve-month period due to due to lower AUM for the first three quarters of the fiscal year which reduced variable marketing and distribution expenses, sub-advisory fees and other variable costs. General and Administrative expenses increased $0.3 million to $2.4 million for the year ended June 30, 2020 from $2.1 million for the year ended June 30, 2019 due to increases in expense waiver and legal and professional expenses. Total marketing expenses decreased $0.3 million to $2.1 million for the year ended June 30, 2020 as compared to the prior year period due to a decrease of in advertising and marketing conferences. Other Operating expenses decreased by $0.3 million primarily due to lower license fees. Employee Salaries and Compensation expenses were approximately $4.9 million and $4.8 million, an increase of $0.1 million, for the years ended June 30, 2020 and June 30, 2019, respectively, due to accrued bonuses and small increases in annual compensation.

Income

Income before income taxes for the year ended June 30, 2020 increased $2.1 million to $2.9 million from $0.8 million for year ended June 30, 2019 due to $0.4 million increase in revenue as a result of higher AUM, in addition to a $1.4 million  reduction in operating expenses along with a decrease of $0.3 million in other expenses.

Gourmet Foods, Ltd.

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

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

For the Year Ended June 30, 2020, Compared to the Year Ended June 30, 2019

Revenue

Net revenues for the year ended June 30, 2020 were $4.7 million with cost of goods sold of $3.2 million resulting in a gross profit of $1.5 million as compared to the year ended June 30, 2019 where net revenues were $4.7 million; cost of goods sold were $3.3 million; and gross profit was $1.4 million.

Expenses

General, administrative and selling expenses, including wages and marketing, for the years ended June 30, 2020 and 2019 were $1.1 million and $1 million producing operating income of $0.4 million and $0.4 million, respectively, or approximately 8% net operating profit for 2020, 9% for 2019. The depreciation expense and other income (expense) totaled approximately $38 thousand for the year ended June 30, 2020 as compared to $0.4 million for the year ended June 30, 2019. 

Income

Income for the year ended June 30, 2020, after depreciation expense of $0.2 million and other income of $0.2 million, resulted in approximately $0.4 million before income tax provision of approximately $28 thousand resulted in a net income of approximately $0.3 million as compared to a net loss of $13 thousand for the year ended June 30, 2019. Contributing to the net income was a tax-free government wage subsidy of approximately NZ$0.2 million (US$0.1 million) in support of the COVID-19 lockdowns imposed on employees. Overall, net profit margins for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions and the fluctuation of currency exchange rates with the New Zealand dollar.

19

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 the largest SecurTek Monitoring Solutions Inc dealer 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 approximately 1.35 million customer connections across Canada. Brigadier is also a certified integrator for Avigilon Access Control and Video, Bosch Intrusion, Gallagher Access Control, Honeywell Access Control and Intrusion, Kantech Corporate Access Control and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, IP video systems, ULC certified fire alarms, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware to customers and brokers a 24/7 monitoring of their premises. The contract for monitoring the premises is typically supported by SecurTek, who pays Brigadier a monthly maintenance and support fee for each contract remaining in effect.

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

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

For the Year Ended June 30, 2020, Compared to the Year Ended June 30, 2019

Revenue

Net revenues for the year ended June 30, 2020 were $2.7 million with cost of goods sold recorded as approximately $1.2 million, resulting in a gross profit of approximately $1.5 million with a gross margin of approximately 56% as compared to the year ended June 30, 2019 where net revenues were approximately $3.6 million with cost of goods sold of $1.6 million and a gross profit of $1.9 million, or approximately 54%.

Expenses

General, administrative and selling expenses for the year ended June 30, 2020 were $1.2 million producing an operating profit of $0.3 million or approximately 12% as compared to the year ended June 30, 2019 where operating profits were $0.6 million, or approximately 15%, with general, administrative and selling expenses of $1.4 million.

Income

Other expense comprised of depreciation, income tax, interest income, other income, and gain on sale of assets totaled approximately $12 thousand for the year ended June 30, 2020 resulting in income after income taxes of approximately $0.3 million as compared to income after income taxes of approximately $0.4 million for the year ended June 30, 2019 where other expense totaled $145 thousand. Contributing to the net income were wage subsidies in the amount of approximately $0.1 million received by Brigadier from the Canada government.

Original Sprout

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December 2017. Original Sprout formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on the company's website. The company operates from warehouse and sales offices located in San Clemente, CA, USA.

For the Year Ended June 30, 2020, Compared to the Year Ended June 30, 2019

Revenue

Net revenues for the year ended June 30, 2020 were $3.9 million with cost of goods sold recorded as approximately $2.1 million resulting in a gross profit of approximately $1.8 million and a gross margin of approximately 46% compared to the year ended June 30, 2019 were net revenues totaled $3.6 million with cost of goods sold recorded as approximately $2 million resulting in a gross profit of approximately $1.6 million and a gross margin of approximately 46%.

20

Expenses

General, administrative and selling expenses for the years ended June 30, 2020 and 2019 were approximately $1.2 million and $0.9 million, respectively, resulting in an operating income of approximately $0.5 million and $0.7 million or approximately 13% and 20%, respectively.

Income

After consideration given to income tax provision, other income, and depreciation expense, the net income for the years ended June 30, 2020 and 2019 were approximately $0.2 million and $0.4 million, respectively.

Liquidity and Capital Resources

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

As of June 30, 2020, we had $9.8 million of cash and cash equivalents on a consolidated basis as compared to $6.5 million as of June 30, 2019. The increase in cash was due to an increase in net income.

During the past five fiscal years combined, Concierge has invested approximately $7 million in cash towards purchasing and assimilating Gourmet Foods, Brigadier Security Systems and the Original Sprout assets into the Concierge Technologies group of companies as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. We have also invested approximately $0.5 million in the development of Fintech applications through our newly organized subsidiary, Marygold. Despite these cash investments, our working capital position remains strong at $14 million and our position has strengthened year-to-year. Management forecasts Wainwright, Gourmet Foods, Brigadier and Original Sprout to all produce a profit during the coming fiscal year and the realization of those profits by Concierge is not expected to be significantly impacted by foreign currency fluctuations against the U.S. dollar during the period. While Concierge intends to maintain and improve its revenue stream from wholly owned subsidiaries, Concierge continues to pursue acquisitions of other profitable companies which meet its target profile, including recently acquired Printstock Products Ltd. in New Zealand. Provided Concierge’s subsidiaries continue to operate as they are presently, and are projected to operate, Concierge has sufficient capital to pay its general and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives.

In relation to the adoption of ASC 842 (see Note 2), the Company recognized $1,150,916 of operating lease liabilities on July 1, 2019. The total amount due under these obligations was $770,457 and $0 as of June 30, 2020 and June 30, 2019, respectively. The obligations will amortize over the passage of time through the recognition of periodic rent expense. See Note 14 for further analysis of this obligation.

As of June 30, 2020, we had $1 million of related-party and third-party indebtedness on a consolidated basis as compared to $0.7 million as of June 30, 2019. Concierge, without inclusion of its subsidiary companies, as of June 30, 2020 and June 30, 2019, 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:

	June 30, 2020		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)		3,500		3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

As of June 30, 2020, Brigadier had an outstanding principal balance of CD$507,732 (approx. US$373,041 translated as of June 30, 2020) related to the purchase of its Saskatoon office land and building. The Consolidated Balance Sheet as of June 30, 2020 reflect the amount of the principal balance which is due within twelve months as a current liability of US$13,196 and a long term liability of US$359,845. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of June 30, 2020, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. For further details, see Note 11 to our Financial Statements.

21

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. As of June 30, 2020 Wainwright did not hold any initial investment positions. These investments, as applicable, are described further in Note 7 to our Financial Statements.

Dividends

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

Off-Balance Sheet Arrangements

At June 30, 2020, and as of September 27, 2020, we have not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have:

● An obligation under a guarantee contract,

● A retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,

● An obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with us.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements appear as follows:

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets, as of June 30, 2020 and 2019	F-2
Consolidated Statements of Operations for the years ended June 30, 2020 and 2019	F-3
Consolidated Statements of Comprehensive Income for the years ended June 30, 2020 and 2019	F-4
Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity for the years ended June 30, 2020 and 2019	F-5
Consolidated Statements of Cash Flows, for the years Ended June 30, 2020 and 2019	F-6
Notes to Consolidated Financial Statements	F-7

22

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Concierge Technologies, Inc. and Subsidiaries

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Concierge Technologies, Inc. and its subsidiaries (the "Company") as of June 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income, convertible preferred stock and stockholders’ equity, and cash flows for each of the two years in the period ended June 30, 2019, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended June 30, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BPM LLP

San Francisco, California

September 28, 2020

We have served as the Company's auditor since 2017.

F-1

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2020			June 30, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	9,813,188		$	6,481,815
Accounts receivable, net		717,841			939,649
Accounts receivable - related parties		2,610,917			1,037,146
Inventories		1,174,603			1,008,662
Prepaid income tax and tax receivable		857,793			1,754,369
Investments		1,820,516			3,756,596
Other current assets		603,944			546,105
Total current assets		17,598,802			15,524,342
Restricted cash		12,854			13,436
Property, plant and equipment, net		1,197,192			757,014
Operating lease right-of-use assets		733,917			-
Goodwill		915,790			915,790
Intangible assets, net		2,541,285			2,659,723
Deferred tax assets, net		900,878			859,696
Other assets, long - term		523,607			523,607
Total assets	$	24,424,325		$	21,253,608
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,843,616		$	2,867,081
Expense waivers – related parties		421,892			325,821
Current portion of operating lease liabilities		323,395			-
Notes payable - related parties		3,500			3,500
Loans-property and equipment, current portion		13,196			26,241
Total current liabilities		3,605,599			3,222,643
LONG TERM LIABILITIES
Notes payable - related parties		600,000			600,000
Loans-property and equipment, net of current portion		359,845			61,057
Long term lease liabilities, net of current portion		447,062			-
Deferred tax liabilities		261,923			176,578
Total liabilities		5,274,429			4,060,278
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 authorized
Series B: 53,032 issued and outstanding at June 30, 2020 and at June 30, 2019		53			53
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at June 30, 2020 and 37,237,519 at June 30, 2019		37,412			37,237
Additional paid-in capital		9,330,913			9,178,838
Accumulated other comprehensive (loss) income		(144,744	)		(175,659	)
Retained earnings		9,926,262			8,152,861
Total stockholders' equity		19,149,896			17,193,330
Total liabilities and stockholders' equity	$	24,424,325		$	21,253,608

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

F-2

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended			Year Ended
	June 30, 2020			June 30, 2019
Net revenue
Fund management - related party	$	15,459,061		$	15,021,439
Food products		4,745,821			4,747,358
Security systems		2,660,153			3,558,580
Beauty products and other		3,883,953			3,621,246
Net revenue		26,748,988			26,948,623
Cost of revenue		6,483,171			6,936,421
Gross profit		20,265,817			20,012,202
Operating expense
General and administrative expense		4,447,563			4,205,389
Fund operations		3,176,214			4,494,001
Marketing and advertising		2,601,104			2,910,447
Depreciation and amortization		601,826			702,320
Salaries and compensation		7,523,083			6,944,457
Total operating expenses		18,349,790			19,256,614
Income from operations		1,916,027			755,588
Other income (expense):
Other income (expense)		365,250			(484,028	)
Interest and dividend income		96,186			366,796
Interest expense		(41,100	)		(29,493	)
Total other income (expense), net		420,336			(146,725	)
Income before income taxes		2,336,363			608,863
Provision of income taxes		(562,962	)		(347,014	)
Net income	$	1,773,401		$	261,849
Weighted average shares of common stock
Basic		37,390,524			32,588,418
Diluted		38,451,164			38,298,159
Net income per common share
Basic	$	0.05		$	0.01
Diluted	$	0.05		$	0.01

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

F-3

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Year Ended		Year Ended
	June 30, 2020		June 30, 2019
Net income	$	1,773,401	$	261,849
Other comprehensive income (loss):
Foreign currency translation gain (loss)		30,915		(44,516	)
Comprehensive income	$	1,804,316	$	217,333

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

F-4

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

	Preferred Stock
	(Series B)						Common Stock
														Accumulated
											Additional			Other					Total
	Number of						Number of		Par		Paid - in			Comprehensive			Retained		Stockholders'
	Shares			Amount			Shares		Value		Capital			Income (Loss)			Earnings		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		-			-			-		-		-			(44,516	)		-		(44,516	)
Reclassification of investment gains		-			-			-		-		-			(279,951	)		279,951
Conversion of preferred shares		(383,919	)		(384	)		7,678,380		7,678		(7,294	)							-
Net income		-			-			-		-		-			-			261,849		261,849
Balance at June 30, 2019		53,032			53			37,237,519		37,237		9,178,838			(175,659	)		8,152,861		17,193,330
Gain on currency translation		-			-			-		-		-			30,915			-		30,915
Common stock issued for services		-			-			175,000		175		152,075			-			-		152,250
Net income		-			-			-		-		-			-			1,773,401		1,773,401
Balance at June 30, 2020		53,032			53			37,412,519		37,412		9,330,913			(144,744	)		9,926,262		19,149,896

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

F-5

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,773,401		$	261,849
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		601,826			702,320
Stock based vendor compensation		152,250			-
Deferred taxes		44,163			(26,417	)
Bad debt expense		5,746			2,075
Unrealized (gain) loss on investments		(5,113	)		1,995
Realized (gain) on sale of investments		(121,834	)		(30,718	)
(Gain) on disposal of equipment		-			(3,369	)
Operating lease right of use asset - non-cash lease cost		379,923			-
(Increase) decrease in operating assets:
Accounts receivable, net		193,546			128,105
Accounts receivable - related party		(1,573,771	)		421,013
Prepaid income taxes and tax receivable		915,203			421,845
Inventories		(191,762	)		(79,127	)
Other current assets		(256,656	)		(161,254	)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses		28,963			(425,690	)
Operating lease liabilities		(380,460	)		-
Expense waiver - related party		96,070			(336,829	)
Net cash provided by operating activities		1,661,495			875,798
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of assets		-			(1,205,000	)
Cash paid for internally developed software		(217,990	)		-
Purchase of property, plant and equipment-net of disposals		(559,274	)		(50,165	)
Sale of investments		4,121,742			3,230,891
Purchase of investments		(2,043,031	)		(3,754,132	)
Net cash provided by (used in) investing activities		1,301,447			(1,778,406	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from property and equipment loans		385,728			-
Repayment of property and equipment loans		(96,659	)		(108,898	)
Net cash provided by (used in) financing activities		289,069			(108,898	)
Effect of exchange rate change on cash, cash equivalents and restricted cash		78,780			(30,893	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		3,330,791			(1,042,399	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		6,495,251			7,537,650
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	9,826,042		$	6,495,251
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	16,754		$	29,493
Income taxes (refunded) paid	$	(494,741	)	$	202,363
NON CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of building deposit from other current assets to property, plant and equipment, net	$	178,276			-
Establishment of operating right-of-use assets through operating lease obligations	$	1,150,916			-

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

F-6

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale.

● Marygold & Co., ("Marygold") a newly formed U.S. based company, established by Concierge to explore opportunities in the financial technology ("Fintech") space, still in the development stage as of June 30, 2020. 

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”).

Principles of Consolidation

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

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.

F-7

Accounts Receivable, net and Accounts Receivable - Related Parties

Accounts receivable, net, consist of receivables from the Brigadier, Gourmet Foods and Original Sprout businesses. 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 June 30, 2020 and June 30, 2019, the Company had $9,786 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 June 30, 2020, and June 30, 2019, there is no allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers and Suppliers – Concentration of Credit Risk

Concierge, through Brigadier, is partially dependent upon its contractual relationship with the alarm monitoring company who provides monitoring services to Brigadier’s customers. In the event this contract is terminated, Brigadier would be compelled to find an alternate source of alarm monitoring, or establish such a facility itself. Management believes that the contractual relationship is sustainable, and has been for many years, with alternate solutions available should the need arise. Sales to the largest customer, which includes contracts and recurring monthly support fees, totaled 49% and 46% of the total Brigadier revenues for the years ended June 30, 2020 and June 30, 2019, respectively. The same customer accounted for approximately 40% of Brigadier's accounts receivable as of the balance sheet date of June 30, 2020 as compared to 37% as of June 30, 2019. No other single customer accounted for a significant percentage of total sales or accounts receivable for the fiscal years ended June 30, 2020 or 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 year ended and balance sheet date of June 30, 2020, Gourmet Foods’ largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 20% of Gourmet Foods sales revenues and 15% of Gourmet Foods accounts receivable as compared to 22% and 28% for the prior year ended June 30, 2019, respectively. The second largest in the grocery industry accounted for approximately 12% of Gourmet Foods sales revenues for the year ended June 30, 2020 as compared to 12% for the year ended June 30, 2019. This same group accounted for 26% of Gourmet Foods accounts receivable as of June 30, 2020 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 year ended and balance sheet date of June 30, 2020, accounted for approximately 45% of Gourmet Foods’ gross sales revenues as compared to 43% for the year ended June 30, 2019. No single member of the consortium is responsible for a significant portion of Gourmet Foods’ accounts receivable. The third category of independent retailers and cafes accounted for the remaining balance of Gourmet Foods’ gross sales revenue, however the group members are independently owned and individually responsible for their financial obligations with no one customer accounting for a significant portion of revenues or accounts receivable.

Concierge, through Original Sprout, 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 1 significant customer for the year ended June 30, 2020 accounting for 10% of total revenues and 0% of accounts receivable whereas a different customer accounted for 10% of sales for the year ended June 30, 2019 and 24% of accounts receivable. Two other customers who were not significant in total annual sales accounted for 39% and 18% of total account receivables at June 30, 2020 and 0% at June 30, 2019.

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 12 month revenues and accounts receivable – related parties as of June 30, 2020 and June 30, 2019 as depicted below.

	Year ended June 30, 2020				Year ended June 30, 2019
	Revenue				Revenue
Fund
USO	$	9,283,250	60	%	$	7,308,354	49	%
USCI		1,645,952	11	%		4,051,605	27	%
UNG		2,244,479	15	%		1,922,596	13	%
All Others		2,285,380	14	%		1,738,884	11	%
Total	$	15,459,061	100	%	$	15,021,439	100	%

F-8

	June 30, 2020				June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	1,818,719	70	%	$	526,981	51	%
BNO		265,143	10	%		53,977	5	%
USCI		82,790	3	%		236,251	23	%
UNG		193,218	7	%		141,413	13	%
All Others		251,047	10	%		78,524	8	%
Total	$	2,610,917	100	%	$	1,037,146	100	%

Inventories

Inventories, consisting primarily of food products and packaging in New Zealand, hair and skin care finished products and components in the U.S. and security system hardware in Canada, are valued at the lower of cost (determined on a FIFO basis) or net realizable value. Inventories include product cost, inbound freight and warehousing costs where applicable. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down the inventories to their net realizable value, if lower. For the years ended June 30, 2020 and 2019 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 slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the years ended June 30, 2020 and June 30, 2019, the expense for slow-moving or obsolete inventory was $0 and $10,317, respectively.

Property, Plant and Equipment

Property, plant 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 Consolidated Financial Statements). 

Category	Estimated Useful Life (in years)
Building		39
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 along with the internally developed software in process for the business applications of Marygold to be launched during the coming fiscal year. 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 year ended June 30, 2020 or for the year ended June 30, 2019.

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 years ended June 30, 2020 and 2019.

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 years ended June 30, 2020 or 2019.

F-9

Investments and Fair Value of Financial Instruments

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

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

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

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

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

Revenue Recognition

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, and 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 - 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

F-10

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 Consolidated Statements of Operations, which for the year ended June 30, 2020 were approximately US$734,922 or 27% as compared to the year ended June 30, 2019 of approximately US$759,884, or approximately 21% of the total security system revenues. The reason for the decrease is related to the wage subsidy provided to Brigadier by the Canadian government that was recorded in other income, thus reducing net revenues resulting in support services gaining a larger than normal share of those revenues. These revenues for the year ended June 30, 2020 and 2019 accounted for approximately 3% of total consolidated revenues.  None of the other subsidiaries of the Company generate revenues from long term contracts.

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

Income Taxes

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

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

Advertising Costs

The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the years ended June 30, 2020 and 2019 were $2.6 million and $2.9 million, respectively.

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.

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 15 of the Consolidated Financial Statements).

F-11

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 years ended June 30, 2020 and 2019 a determination was made that no adjustments were necessary.

Recent Accounting Pronouncements adopted during the year ended June 30, 2020  

The Company has reviewed new accounting pronouncements issued between September 30, 2019, the filing date of our most recent prior Annual Report on Form 10-K, and the filing date of this Annual Report on Form 10-K, and has determined that no new pronouncements, apart from Topic 842 described below, 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.

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

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

Adoption of the new standard resulted in the Company recording operating lease ROU assets and operating lease liabilities of $1,113,840 and $1,150,916 respectively, as of July 1, 2019. The ROU assets were recorded net of $37,076 in deferred rent adjustments that were previously recorded in accrued expenses and deferred rent on the Consolidated Balance Sheets as of June 30, 2019. The adoption of this standard did not result in any cumulative-effect adjustments to retained earnings. Additionally, there was no impact on the Company’s consolidated statements of operations and comprehensive income or the statement of cash flows as a result of the adoption of Topic 842 for the year ended June 30, 2020.

Refer to Note 14 for additional disclosures over the Company’s leases.

A summary of the effects of the initial adoption of ASU 2016-02 and ASC 842 on July 1, 2019 are as follows:

	ASC 842
Increase:
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219

Recent Accounting Pronouncements - Not Yet Adopted

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The amendment is meant to simplify the accounting for convertible instruments by removing certain separation models in subtopic 470-20 for convertible instruments. The amendment also changed the method used to calculate dilutes EPS for convertible instruments and for instruments that may be settled in cash. The amendment is effective for years beginning after December 15, 2021, including interim periods for those fiscal years. We are currently evaluating the impact of adoption this standard on the Company’s consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The purpose of this ASU is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this ASU, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit’s fair value. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of adoption this standard on the Company’s consolidated financial statements and related disclosures.

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. The Company does not have any options or warrants.

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

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

	For the year ended June 30, 2020
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,773,401		37,390,524	$	0.05
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		1,060,640		-
Diluted income per share	$	1,773,401		38,451,164	$	0.05

	For the year ended June 30, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	261,849		32,588,418	$	0.01
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		5,709,741		-
Diluted income per share	$	261,849		38,298,159	$	0.01

F-12

NOTE 4. INVENTORIES

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

	June 30, 2020		June 30, 2019
Raw materials	$	288,422	$	208,284
Supplies and packing materials		174,636		188,035
Finished goods		711,545		612,343
Total inventories	$	1,174,603	$	1,008,662

NOTE 5. PROPERTY AND EQUIPMENT

Property, plant and equipment consisted of the following as of June 30, 2020 and 2019:

	June 30, 2020			June 30, 2019
Plant and equipment	$	1,553,939		$	1,511,629
Furniture and office equipment		201,287			188,370
Land and buildings		559,362			-
Vehicles		370,397			332,672
Total property and equipment, gross		2,684,985			2,032,671
Accumulated depreciation		(1,487,793	)		(1,275,657	)
Total property and equipment, net	$	1,197,192		$	757,014

For the years ended June 30, 2020 and 2019, depreciation expense for property, plant and equipment totaled $265,398 and $366,812, respectively. 

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252		$	700,252
Brand name		1,142,122			1,142,122
Domain name		36,913			36,913
Recipes		1,221,601			1,221,601
Internally developed software		217,990			-
Non-compete agreement		274,982			274,982
Total		3,593,860			3,375,870
Less : accumulated amortization		(1,052,575	)		(716,147	)
Net intangibles	$	2,541,285		$	2,659,723

CUSTOMER RELATIONSHIP

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.

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(282,304	)		(203,492	)
Total customer relationships, net		417,948			496,760

F-13

BRAND NAME

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

	June 30, 2020			June 30, 2019
Brand name	$	1,142,122		$	1,142,122
Less: accumulated amortization		(169,406	)		(129,084	)
Total brand name, net	$	972,716		$	1,013,038

DOMAIN NAME

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

	June 30, 2020			June 30, 2019
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(33,744	)		(26,341	)
Total brand name, net	$	3,169		$	10,572

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. 

	June 30, 2020			June 30, 2019
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(401,366	)		(246,622	)
Total recipes and formulas, net	$	820,235		$	974,979

NON-COMPETE AGREEMENT

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

	June 30, 2020			June 30, 2019
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(165,755	)		(110,608	)
Total non-compete agreement, net	$	109,227		$	164,374

INTERNALLY DEVELOPED SOFTWARE

During the first few months of 2020, Marygold began incurring expenses in connection with the internal development of software applications that are planned for eventual integration to its consumer Fintech offering. Certain of these expenses, totaling $217,990 as of June 30, 2020, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of June 30, 2020, no amortization expense has been recorded for these intangible assets.

AMORTIZATION EXPENSE

The total amortization expense for intangible assets for the years ended June 30, 2020 and June 30, 2019 was $336,428 and $335,508, respectively.

Estimated amortization expenses of intangible assets for the next five twelve-month periods ending June 30, are as follows:

Years Ending June 30,	Expense
2021	$	325,862
2022		306,809
2023		286,507
2024		268,809
2025		253,545
Thereafter		1,099,753
Total	$	2,541,285

F-14

NOTE 7. OTHER ASSETS

Other Current Assets

Other current assets totaling $603,944 as of June 30, 2020 and $546,105 as of June 30, 2019 are comprised of various components as listed below.

	As of June 30, 2020		As of June 30, 2019
Prepaid expenses	$	394,473	$	462,215
Other current assets		209,471		83,890
Total	$	603,944	$	546,105

Investments

Wainwright, from time to time, provides initial investment 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 of the balance sheet date. Investments in which no controlling financial interest or significant influence exists are recorded at fair value with the change included in earnings on the Consolidated Statements of Operations. Investments in which no controlling financial interest exists, but significant influence exists are recorded per the equity method of investment accounting. As of June 30, 2020 and 2019, there were no investments in its ETP funds or investments requiring equity method investment accounting. As of June 30, 2020 and 2019, investments were approximately $1.8 million and $3.8 million, respectively.

Investments measured at estimated fair value consist of the following as of  June 30, 2020 and June 30, 2019:

	As of June 30, 2020
			Gross		Gross			Estimated
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Money market funds	$	1,044,446	$	5,161	$	-		$	1,049,607
Other short term investments		770,094		-		-			770,094
Other equities		1,421		-		(606	)		815
Total short-term investments	$	1,815,961	$	5,161	$	(606	)	$	1,820,516

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

The following tables summarize the valuation of the Company’s securities at June 30, 2020 and June 30, 2019 using the fair value hierarchy:

	As of June 30, 2020
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,049,607	$	1,049,607	$	-	$	-
Other short term investments		770,094		770,094		-		-
Other equities		815		815		-		-
Total	$	1,820,516	$	1,820,516	$	-	$	-

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

During the years ended June 30, 2020 and 2019, there were no transfers between Level 1 and Level 2.

F-15

Restricted Cash

At June 30, 2020 and 2019, Gourmet Foods had on deposit approximately NZ$20,000 (approximately US$12,854 and US$13,436, respectively after currency translation) securing a lease bond for one of its properties. The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

Long - Term Assets

Other long term assets totaling $523,607 at June 30, 2020 and June 30, 2019, respectively, were attributed to Wainwright and Original Sprout and consisted of

(i)	$500,000 as of June 30, 2020 and June 30, 2019 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions. There was no impairment recorded for the years ended June 30, 2020 and June 30, 2019;
(ii)	and $23,607 as of June 30, 2020 and June 30, 2019 representing deposits and prepayments of rent.

NOTE 8. 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 June 30, 2020 and 2019 were $915,790 and $915,790, respectively.

Goodwill is comprised of the following amounts:

	As of June 30, 2020		As of June 30, 2019
Goodwill – Original Sprout	$	416,817	$	416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the year ended June 30, 2020 or June 30, 2019.

NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	June 30, 2020		June 30, 2019
Accounts payable	$	1,363,672	$	1,720,902
Accrued interest		105,315		117,555
Taxes payable		60,539		181,563
Deferred rent		-		37,076
Accrued payroll, vacation and bonus payable		895,803		345,520
Accrued operating expenses		418,287		464,465
Total	$	2,843,616	$	2,867,081

F-16

NOTE 10. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	June 30, 2020		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)	$	3,500	$	3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

Interest expense for all related party notes for the years ended June 30, 2020 and 2019 was $24,347 and $24,280, respectively. Total accrued interest due related parties was $105,315 and $80,969 as of June 30, 2020 and 2019, 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 $15.4 million and $15.0 million for the years ended June 30, 2020 and 2019, respectively, were earned from these related parties. Accounts receivable, totaling $2.6 million and $1.0 million as of June 30, 2020 and June 30, 2019, respectively, were owed from these related parties. Fund expense waivers, totaling $0.6 million and $0.3 million and fund expense limitation amounts, totaling $0.1 million and $0.2 million, for the years ended June 30, 2020 and 2019, respectively, were incurred on behalf of these related parties. Waivers payable, totaling $0.4 million and $0.3 million as of June 30, 2020 and June 30, 2019, respectively, were owed to these related parties. Fund expense waivers and fund expense limitation obligations are defined under Note 14 to the Consolidated Financial Statements.

NOTE 11. LOANS - PROPERTY AND EQUIPMENT

As of June 30, 2020, Brigadier had an outstanding principal balance of CD$507,732 (approx. US$373,041 translated as of June 30, 2020) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of June 30, 2020 and June 30, 2019 reflect the amount of the principal balance which is due within twelve months as a current liability of US$13,196 and a long term liability of US$359,845. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of June 30, 2020, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. Total interest on vehicle loans for the year ended June 30, 2020 was US$753, as compared to the year ended June 30, 2019 of US$5,197. Interest on the mortgage loan for the year ended June 30, 2020 was US$15,986, with no mortgage interest being due prior to July 1, 2019.

NOTE 12. STOCKHOLDERS' EQUITY

Convertible Preferred Stock

Each issued Series B Voting, Convertible Preferred Stock is convertible into 20 shares of common stock and carries a vote of 20 shares of common stock in all matters brought before the shareholders for a vote. On February 7, 2019, the Company converted 383,919 shares of Series B Voting, Convertible Preferred Stock to 7,678,380 shares of common stock per the request of the shareholder and pursuant to the stock designation. After the conversion, there remain 53,032 shares of Series B Voting, Convertible Preferred Stock outstanding as of June 30, 2020.

Shares Issued for Services

On August 15, 2019 the Company issued 175,000 shares of its common stock, par value $0.001, as partial payment for services to be rendered in connection with an investment banking engagement letter. The fair market value of the shares, as determined by the closing price of CNCG stock listed at $0.87 on the OTCQB exchange on August 15, 2019, was determined to be $152,250. The terms of the engagement provided for an earn-out of the shares over a 6-month period from the effective date of the agreement. Accordingly, the Company released a portion of the shares each month. For the year ended June 30, 2020, the Company incurred an expense of $152,075 attributed to the release of shares due to performance under the engagement and $175 recorded in the par value of common stock issued. 

Accumulated Other Comprehensive Income (Loss)

The following table presents activity for the years ending June 30, 2020 and June 30, 2019:

Balance as of June 30, 2018	$	148,808
Foreign currency translation (loss)		(44,516	)
Change in short-term investment valuation due to reclassification to earnings		(279,951	)
Balance as of June 30, 2019		(175,659	)
Foreign currency translation gain		30,915
Balance as of June 30, 2020	$	(144,744	)

F-17

NOTE 13. INCOME TAXES

The following table summarizes income before income taxes:

	Years Ended June 30,
	2020		2019
U.S.	$	1,981,773	$	414,961
Foreign		354,590		193,902
Income before income taxes	$	2,336,363	$	608,863

Income Tax Provision

Provision for income tax as listed on the Consolidated Statements of Operations for the years ended June 30, 2020 and 2019 are $562,962 and $347,014, respectively. 

Provision for taxes consisted of the following:

	Years Ended June 30,
	2020		2019
U.S. operations	$	425,639	$	183,025
Foreign operations		137,323		163,989
Total	$	562,962	$	347,014

Provisions for income tax consisted of the following as of the years ended:

For the year ended:	June 30, 2020			June 30, 2019
Current:
Federal	$	274,229		$	149,239
States		64,861			36,183
Foreign		179,709			188,009
Total current		518,799			373,431
Deferred:
Federal		94,273			(10,572	)
States		(7,723	)		8,175
Foreign		(42,387	)		(24,020	)
Total deferred		44,163			(26,417	)
Total	$	562,962		$	347,014

Tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets for the years ended June 30, 2020 and 2019 are presented below:

For the year ended:	June 30, 2020			June 30, 2019
Deferred tax assets:
Property and equipment and intangible assets - U.S.	$	529,694		$	619,483
Net operating loss		-			3,299
Capital loss carryover		-			167
Accruals, reserves and other - foreign		16,136			5,674
Accruals, reserves and other - U.S.		229,568			233,646
Leasing asset		125,480			-
Gross deferred tax assets		900,878			862,269
Less valuation allowance		-			(2,573	)
Total deferred tax assets	$	900,878		$	859,696
Deferred tax liabilities:
Intangible assets - foreign	$	(144,653	)		(176,578	)
Leasing liabilities		(117,270	)		-
Total deferred tax liabilities	$	(261,923	)	$	(176,578	)

The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Company’s net deferred tax assets. The Company primarily considered such factors as the Company’s history of operating losses; the nature of the Company’s deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible.  At present, the Company does believe that it is more likely than not that the deferred tax assets will be realized. Therefore, the valuation allowance was released as of the beginning of the year ended June 30, 2020. The valuation allowance decreased by $2,573 during the year ended June 30, 2020 and decreased by $9,811 during the year ended June 30, 2019.

F-18

On March 27, 2020 the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The Company has evaluated the provisions of the CARES Act and determined that it did not result in a significant impact on the Company’s tax provision.

Income tax expense (benefit) for the years ended June 30, 2020 and June 30, 2019 differed from the amounts computed by applying the statutory federal income tax rate of 21.00% to pretax income (loss) as a result of the following:

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate	$	490,638		$	127,861
State income taxes		43,517			36,760
Permanent differences		26,724			112,814
Foreign tax credit		(58,203	)		(43,930	)
Change in valuation allowance		(2,573	)		(9,761	)
Foreign rate differential		62,859			123,270
Total tax expense	$	562,962		$	347,014

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate		21.00	%		21.00	%
State income taxes		1.86	%		6.04	%
Permanent differences		1.15	%		18.52	%
Foreign rate differential		2.69	%		20.25	%
Foreign tax credit		(2.49	)%		(7.22	)%
Change in valuation allowance		(0.11	)%		(1.60	)%
Total tax expense		24.10	%		56.99	%

F-19

Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The aggregate changes in the balance of gross unrecognized tax benefits, which includes interest and penalties, for the years ended June 30, 2020 and 2019 are as follows:

Balance at June 30, 2019	$	277,140
Additions based on tax positions taken during a prior period		12,597
Reductions based on tax positions taken during a prior period		-
Additions based on tax positions taken during the current period		-
Reductions based on tax positions taken during the current period		-
Reductions related to settlement of tax matters		-
Reductions related to a lapse of applicable statute of limitations		-
Balance at June 30, 2020	$	289,737

The Company files income tax returns in the United States, and various state and foreign jurisdictions. The federal, state and foreign income tax returns are subject to tax examinations for the tax years 2016 through 2019 as of year ended June 30, 2020. To the extent the Company has tax attribute carry forwards, the tax years in which the attribute was generated may still be adjusted upon examination by the U.S. Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period.  There were no ongoing examinations by taxing authorities as of June 30, 2020.

The Company had $251,946 of unrecognized tax benefits as of June 30, 2020 and 2019 that if recognized would affect the effective tax rate.  The Company does not anticipate a significant change to its unrecognized tax benefits in the year ending June 30, 2020

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of June 30, 2020, and June 30, 2019, the Company accrued and recognized as a liability $37,792 and $25,194, respectively, of interest and penalties related to uncertain tax positions.  

NOTE 14. COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

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

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

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including printers and copiers. These leases are generally for three-year terms, with some options to renew for an additional term. The leases mature between August 2021 and September 2022, and require monthly rental payments of approximately US$8,269 (GST not included) translated to U.S. currency as of June 30, 2020. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately US$2,423 translated to U.S. currency as of June 30, 2020. 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 $8,277. 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.

F-20

For years ended June 30, 2020 and 2019, the combined lease payments of the Company and its subsidiaries totaled $407,042 and $413,429, respectively, and recorded under general and administrative expense in the Consolidated Statements of Operations. As of June 30, 2020 the Consolidated Balance Sheets included operating lease right-of-use assets totaling $733,917, recorded net of $37,213 in deferred rent, and $770,457 in total Operating lease liabilities.

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

Year Ended June 30,	Lease Amount
2021	$	352,825
2022		232,262
2023		203,786
2024		108,018
Total minimum lease payments		896,891
Less: Present value discount		(126,434	)
Total operating lease liabilities	$	770,457

The weighted average remaining lease term for the Company's operating leases was 4.15 years as of  June 30, 2020 and a weighted-average discount rate of 5.8% was used to determine the total operating lease liabilities.  

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$70,696) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$12,854) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.

Other Agreements and Commitments  

USCF manages four funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of June 30, 2020 and June 30, 2019 the expense waiver payable was $0.4 million and $0.3 million, respectively. USCF has no obligation to continue such payments for these four funds into subsequent periods.

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

As Marygold builds out its application it enters into agreements with various service providers. As of June 30, 2020 Marygold had future payment commitments with its primary service vendors totaling $747,000 including $147,000 due in 2021 and approximately $300,000 due in 2022 and 2023, respectively. 

Litigation

From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. Currently, the legal proceedings pending against the Company are summarized in Item 3 herein. As of June 30, 2020 and 2019 the Company has not accrued any liabilities for legal loss contingencies.

Retirement Plan

Wainwright's wholly owned subsidiary USCF, has a 401(k) Profit Sharing Plan covering its employees who are over 21 years of age and who have completed a minimum of 1,000 hours of service and have worked for USCF for one or more years. Participants may make contributions pursuant to a salary reduction agreement. In addition, USCF makes a safe harbor matching contribution. Quarterly profit sharing contributions paid totaled approximately $153 thousand and $95 thousand for each of the years ended June 30, 2020 and 2019, respectively.

NOTE 15. 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.

F-21

The following table presents a summary of identifiable assets as of June 30, 2020 and June 30, 2019:

	As of June 30, 2020		As of June 30, 2019
Identifiable assets:
Corporate headquarters	$	3,024,690	$	2,730,805
U.S.A. : fund management		12,834,581		10,878,549
U.S.A. : beauty products		3,611,471		3,780,278
New Zealand: food industry		2,606,256		1,838,800
Canada: security systems		2,347,327		2,025,176
Consolidated	$	24,424,325	$	21,253,608

The following table presents a summary of operating information for the years ended June 30, 2020 and June 30, 2019:

	Year Ended June 30, 2020			Year Ended June 30, 2019
Revenues:
U.S.A. : beauty products	$	3,883,953		$	3,621,246
U.S.A. : investment fund management		15,459,061			15,021,439
New Zealand : food industry		4,745,821			4,747,358
Canada : security systems		2,660,153			3,558,580
Consolidated	$	26,748,988		$	26,948,623
Net income (loss):
Corporate headquarters	$	(1,913,413	)	$	(1,223,930	)
U.S.A. : beauty products		215,620			406,963
U.S.A. : investment fund management		2,850,451			687,755
New Zealand : food industry		326,448			(13,326	)
Canada : security systems		294,295			404,387
Consolidated	$	1,773,401		$	261,849

The following table presents a summary of net capital expenditures for the year ended June 30:

	2020		2019
Capital expenditures:
U.S.A. : corporate headquarters	$	2,786	$	-
U.S.A. : beauty products		6,242		5,501
U.S.A.: investment fund management		-		-
New Zealand: food industry		133,975		48,856
Canada: security systems		416,271		(4,192	)
Consolidated	$	559,274	$	50,165

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

	2020			2019
Asset location:
U.S.A. : corporate headquarters	$	17,091		$	14,305
U.S.A. : beauty products		16,987			10,745
U.S.A.: investment fund management		-			-
New Zealand: food industry		1,721,195			1,659,186
Canada: security systems		929,712			348,435
Total all locations		2,684,985			2,032,671
Less accumulated depreciation		(1,487,793	)		(1,275,657	)
Net property, plant and equipment	$	1,197,192		$	757,014

F-22

NOTE 16. SUBSEQUENT EVENTS

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

On July 1, 2020, our wholly owned subsidiary in New Zealand, Gourmet Foods, acquired Printstock Products Ltd., a printer of food wrappers based in Napier, New Zealand. The primary reason for the acquisition was to diversify our portfolio of operating companies and to improve profitability through vertical integration of the supply chain with Gourmet Foods, as Printstock Products provides a significant amount of packaging used by Gourmet Foods. The purchase price was NZ$1.9M (approximately US$1.2 million), to be paid in cash in staged payments. As of June 30, 2020 the other current assets of the Company as listed on the Consolidated Balance Sheets included NZ$190,000 (approximately US$122,111) a non-refundable deposit against the purchase price. This amount was remitted to the sellers of Printstock in connection with the purchase price consideration paid on July 1, 2020, which totaled NZ$1.5 million, or approximately US$964,035. Concierge entered into a loan agreement to fund Gourmet Foods up to NZ$1.1M (approximately US$707,000) to be used for the acquisition and on-boarding of Printstock. As of September 28, 2020, Concierge has advanced Gourmet Foods approximately US$450,000. The final payment of NZ$400,000 is due on September 30, 2020, subject to adjustment depending on collection of acquired accounts receivable, undisclosed liabilities and other such criteria that may have affected the value of the assets acquired. As of September 28, 2020, management is continuing to evaluate the fair market value of the acquired fixed assets as well awaiting final determination of the assumed receivables and liabilities that will affect the final purchase price. As a result, the Company has not yet completed its purchase price allocation or the resulting calculations necessary to present pro forma financial information. These items will be included in subsequent periodic filings when the accounting for the acquisition is complete.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no disagreements or disputes with our independent accountants.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as required by Exchange Act Rule 13a-15, as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2019 (the end of the period covered by this annual report) and provided reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms. Further, the Company’s management, including the Company's chief Executive Officer and Chief Financial Officer, concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. 

Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting. Our management recognizes its responsibility for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Currently, the primary responsibility of the registrant is providing oversight control over its subsidiary operations which, in turn, are managed by their respective boards of directors who are appointed by the registrant for each of the subsidiaries. All debit and credit transactions with the company’s bank accounts, including those of the subsidiary companies, are reviewed by the officers as well as all communications with the company’s creditors. The directors of the subsidiary companies, which include representatives of the Company, meet frequently – as often as weekly – to discuss and review the financial status of the company and all developments. All filings of reports with the Commission are reviewed before filing by all directors.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP").  Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

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Management assessed the effectiveness of the Company’s internal control over financial reporting at the end of its most recent fiscal year, June 30, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in the 2013 Internal Control-Integrated Framework. Based on its evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2020.

Pursuant to Regulation S-K Item 308(b), this Annual Report on Form 10-K does not include an attestation report of our Company’s registered public accounting firm regarding internal control over financial reporting.

Changes in Internal Control and Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal year ended June 30, 2020 which were identified in connection with our management’s evaluation required by paragraph (d) of rules 13a-15 and 15d-15 under the Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below are the names, and terms of office of each of our directors, executive officers and significant employees at June 30, 2020, and a description of the business experience of each.

Person	Age	Offices	Office Held Since	Term of Office
Scott Schoenberger	54	Director	2015	2020
Nicholas D. Gerber	58	Chief Executive Officer / Chairman and Director	2015	2020
David W. Neibert	65	Chief Operations Officer and Secretary	2002	2020
Matt Gonzalez	56	Director	2013	2020
Stuart P. Crumbaugh	57	Chief Financial Officer	2017	2020
Kathryn D. Rooney	48	Director / Chief Communications Officer	2017	2020
Derek Mullins	46	Director	2017	2020
Kelly J. Anderson	52	Director	2019	2020
Joya Delgado Harris	47	Director	2017	2020
Erin Grogan	46	Director	2017	2020

Nicholas D. Gerber: Mr. Gerber has served as the President, Chief Executive Officer and Chairman of the Board of Concierge Technologies, Inc. (“Concierge”) since January 2015. Mr. Gerber has also been the Chairman of the Board of Directors of United States Commodity Funds, LLC (“USCF”), since June 2005 and served as its President and Chief Executive Officer from June 2005 through May 15, 2015 and Vice President since May 15, 2015. USCF serves as the General Partner and Manager to several related public funds. Mr. Gerber co-founded USCF in 2005 and prior to that, he co-founded Ameristock Corporation in March 1995, a California-based investment adviser registered under the Investment Advisers Act of 1940 from March 1995 until January 2013. Mr. Gerber has also served as Vice President/Chief Investment Officer of Lyon’s Gate Reinsurance Company, Ltd. from June 2003 to 2009. From August 1995 to January 2013, Mr. Gerber served as Portfolio Manager of Ameristock Mutual Fund, Inc. On January 11, 2013, the Ameristock Mutual Fund, Inc. merged with and into the Drexel Hamilton Centre American Equity Fund, a series of Drexel Hamilton Mutual Funds. Drexel Hamilton Mutual Funds is not affiliated with Ameristock Corporation, the Ameristock Mutual Fund, Inc., or USCF. Mr. Gerber has also served on the USCF Advisers LLC (“USCF Advisers”) Board of Managers from June 2013 to present, as the President from June 2013 through June 18, 2015, and as Vice President from June 18, 2015 to present. USCF Advisers, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, since February 2017, is registered as a commodity pool operator, NFA member and swap firm. He also has served as Chairman of the Boards of Trustees of USCF ETF Trust since 2014 and USCF Mutual Funds Trust since October 2016, respectively, (USCF ETF Trust and together with USCF Mutual Funds Trust are referred to as the “Trusts”) and each of the Trusts are investment companies registered under the Investment Company Act of 1940, as amended. In addition, Mr. Gerber served as the President and Chief Executive Officer of USCF ETF Trust from June 2014 until December 2015. In these roles, Mr. Gerber has gained extensive experience in evaluating and retaining third-party service providers, including custodians, accountants, transfer agents, and distributors. Mr. Gerber has been a principal of USCF listed with the CFTC and NFA since November 2005, an NFA associate member and associated person of USCF since December 2005 and a Branch Manager of USCF since May 2009. Additionally, effective as of January 2017, he is listed as a principal of USCF Advisers with the CFTC and NFA and, effective as of February 2017, he is also an NFA associated person, swap associated person, and a Branch Manager of USCF Advisers. Mr. Gerber earned an M.B.A. degree in finance from the University of San Francisco, a B.A. from Skidmore College and holds an NFA Series 3 registration.

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Scott Schoenberger: Mr. Schoenberger has served on the Board of Concierge since January 2015. Mr. Schoenberger is the owner and Chief Executive Officer of KAS Engineering, a second-generation plastic injection molding firm based in multiple southern CA locations. He also is the owner and Chief Executive Officer of Nica Products, another manufacturing company based in Orange County, CA. Mr. Schoenberger has over 30 years of business experience in manufacturing and technology. He has been involved with several startups as a consultant and/or angel level investor in such industries as medical, technology, consumer products, electronics, automotive, and securities industries. A California native, he has a B.S. in Environmental Studies from the University of California, Santa Barbara.

David W. Neibert:  Mr. Neibert has been a Director of Concierge since June 2002. Mr. Neibert previously served as Chief Executive Officer of Concierge from April 2007 through January 2015, then Chief Financial Officer from February 2015 through October 2017, and from November 2017 to present, Mr. Neibert has served as the Chief Operating Officer. Concurrently with his service and tenure at Concierge, Mr. Neibert has continuously served as President of Kahnalytics, Inc. since May 2015, nka Original Sprout; Director and Chief Financial Officer of Gourmet Foods Ltd. since August 2015 and Director for Brigadier Security Systems since June 2016. As Concierge’s Chief Operations Officer, Mr. Neibert is responsible for long range planning, growth and ensuring profitable operations of Concierge’s subsidiaries including, but not limited to, the selection and retention of their respective management teams, accounting practices and processes in accordance with U.S. GAAP. Mr. Neibert is also responsible for the primary due diligence efforts, contract negotiations, and on-boarding of new subsidiary acquisitions for Concierge. Prior to joining Concierge, Mr. Neibert served as President of Roamer One and as a Director and Executive Vice President of Business Development of their publicly traded parent company Intek Global Corporation, a global distributor of radio products. Mr. Neibert attended the University of California Los Angeles from 1973-1978 with a focus on business management and developmental psychology.

Matt Gonzalez: Mr. Gonzalez has served as a Director of Concierge since 2013.  He is an accomplished attorney with experience handling both civil and criminal matters in both state and federal courts. Since early 2011 he has served as the Chief Attorney of the San Francisco Public Defender's Office where he oversees an office of over 100 trial lawyers. He previously served as an elected member of the San Francisco Board of Supervisors from 2001-2005, and served as the president of the body from 2003-2005. Mr. Gonzalez is a partner at Gonzalez & Kim, a California partnership with multiple business holdings in the transportation sector. He is a co-owner of Flywheel Taxi (formerly DeSoto Taxi) in San Francisco. He joined Concierge as an investor in 2010 before becoming its Director in 2013. Mr. Gonzalez earned his B.A. from Columbia University and his Juris Doctor from Stanford Law School.

Erin Grogan: Ms. Grogan has served as Director of Concierge since 2017.  Ms. Grogan serves as the Chief Financial Officer of the Association for California School Administrators. Previously, Ms. Grogan served as head of Finance and Operations at YouCaring, a fundraising platform for personal and charitable causes, until it was acquired by GoFundMe. Prior to joining YouCaring, Ms. Grogan was the Director of Finance and Planning as well as an adjunct faculty member at the University of San Francisco, School of Management, from 2012 until 2016. Ms. Grogan has over 20 years of experience in management and finance, including positions at ON24, Inc., Mooreland Partners, Cadbury Schweppes, Asbury Automotive Group, Banc of America Securities, PricewaterhouseCoopers, and American International Group. Ms. Grogan earned her B.A. from Columbia University and an M.B.A. in finance from the New York University Leonard N. Stern School of Business. 

Derek Mullins: Mr. Mullins has served as Director of Concierge since 2017 and currently serves as Co-Founder and Managing Partner of PINE Advisor Solutions. Previously he was the Director of Operations at ArrowMark Colorado Holdings LLC and the Chief Financial Officer and Treasurer of Meridian Fund, Inc. and Destra Investment Trust. Mr. Mullins also served as Director of Operations at Black Creek Capital and Dividend Capital from 2004 to 2009 and as Manager of Fund Administration at ALPS Fund Services from 1996 to 2004. Mr. Mullins brings over 20 years of operations, accounting, finance and compliance experience to the Board. Mr. Mullins earned a B.S. in Finance from the University of Colorado, Boulder and a Master’s degree in Finance from the University of Colorado, Denver.

Kathryn D. Rooney: Ms. Rooney has served as Director of Concierge and as the Company’s Chief Communications Officer since January 2017.  Ms. Rooney also serves as the Chief Marketing Officer of USCF and brings over 20 years of experience in marketing and investor relations. Ms. Rooney is responsible for marketing, brand management for Concierge and USCF and overall product distribution for USCF. Prior to joining USCF and Concierge, Ms. Rooney was Director of Business Development for the Ameristock Mutual Fund. She also served as National Sales Director for ALPS Mutual Fund Services and as a Trust Officer for Fifth Third Bank. Ms. Rooney received her B.A. in Economics and Psychology with a minor in Art History from Wellesley College. Ms. Rooney is a registered representative of ALPS Distributors, Inc.

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Joya Delgado Harris: Ms. Harris has served as Director of Concierge since 2017.  She has been the Director of Research Integration for the American Cancer Society since 2012. In this role she provides oversight and management of the integration of Extramural Grants Department research and training program outcomes into enterprise-wide organization and mission objectives. Before joining the American Cancer Society, Ms. Harris worked for Y-ME National Breast Cancer Organization. From 2008 to 2011, Ms. Harris has over a decade of experience in non-profit management, previously serving as the Executive Director for the Association of Village PRIDE and as the Director of Product Development for the Metropolitan Atlanta Chapter of the American Red Cross. Her experience and demonstrated accomplishments in key leadership functions including program development, implementation, and evaluation; curriculum design; grant-writing and resource development; meeting planning; board cultivation and management; and developing business partnerships. Ms. Harris has also served as a Consumer Peer Reviewer for the Congressionally Directed Medical Research Programs (CDMRP), administered by the Department of Defense, sitting alongside scientists to review and evaluate innovative breast cancer research grant proposals. Ms. Harris earned a B.A. from Wellesley College, and received a Masters of Public Health degree with concentration in public health policy and management from the Rollins School of Public Health of Emory University. She serves as the immediate Past President of the Atlanta Wellesley Club.

Kelly J. Anderson: Ms. Anderson has been a Director since May 2019. Ms. Anderson has over 35 years of experience in finance, accounting and operations roles in various industries.  Since 2015, Ms. Anderson has been a managing partner in C Suite Financial Partners, a financial consulting services company dedicated to serving private, public, private equity, entrepreneurial, family office and government-owned firms in all industries. Between July 2014 and March 2015, Ms. Anderson was CFO of Mavenlink, a SaaS company. Between October 2012 and January 2014, Ms. Anderson was Chief Accounting Officer of Fisker Automotive. Between April 2010 and February 2012, Ms. Anderson was the President and Chief Financial Officer of T3 Motion, Inc., (“T3”), an electric vehicle technology company. Between March 2008 and April 2010, she served as T3’s Executive Vice President and Chief Financial Officer, and as a director from January 2009 until January 2010. From 2006 until 2008, Ms. Anderson was Vice President at Experian, a leading credit reporting agency. From 2004 until 2006, Ms. Anderson was Chief Accounting Officer for TripleNet Properties and its affiliates. From 1996 to 2004, Ms. Anderson held senior financial positions with The First American Corp., a Fortune 500 title insurance company. Ms. Anderson has served on the board of directors for Tomi Environmental Services (OCTQB: TOMZ) since 2016. Ms. Anderson is a CPA (Inactive). Ms. Anderson holds a B.A. degree in Business Administration with an accounting concentration from California State University Fullerton

Stuart P. Crumbaugh: Mr. Crumbaugh has served as the Chief Financial Officer of Concierge Technologies, Inc., the parent of Wainwright Holdings, Inc. (“Wainwright”) and its subsidiaries since December 2017, and also the Chief Financial Officer, Secretary and Treasurer of USCF, a subsidiary of Wainwright, since May 2015. In addition, Mr. Crumbaugh has served as a Director of Wainwright, the parent and sole member of USCF, since December 2016. Mr. Crumbaugh has been a principal of USCF listed with the CFTC and NFA since July 1, 2015 and, as of January 2017, he is a principal of USCF Advisers LLC. USCF Advisers LLC, an affiliate of USCF, is an investment adviser registered under the Investment Advisers Act of 1940, and, as of February 2017, is registered as a commodity pool operator, NFA member and swap firm. Since June 2015, Mr. Crumbaugh has been the Treasurer and Secretary of USCF Advisers LLC. He also serves as a Management Trustee of USCF ETF Trust from May 2015 to present and as Management Trustee of the USCF Mutual Funds Trust from October 2016 to present. Mr. Crumbaugh joined USCF as the Assistant Chief Financial Officer on April 6, 2015. Prior to joining USCF, Mr. Crumbaugh was the Vice President Finance and Chief Financial Officer of Sikka Software Corporation, a software service healthcare company providing optimization software and data solutions from April 2014 to April 6, 2015. Mr. Crumbaugh served as a consultant providing technical accounting, IPO readiness and M&A consulting services to various early stage companies with the Connor Group, a technical accounting consulting firm, for the periods of January 2014 through March 2014; October 2012 through November 2012; and January 2011 through February 2011. From December 2012 through December 2013, Mr. Crumbaugh was Vice President, Corporate Controller and Treasurer of Auction.com, LLC, a residential and commercial real estate online auction company. From March 2011 through September 2012, Mr. Crumbaugh was Chief Financial Officer of IP Infusion Inc., a technology company providing network routing and switching software enabling software-defined networking solutions for major mobile carriers and network infrastructure providers. Mr. Crumbaugh earned a B.A. in Accounting and Business Administration from Michigan State University in 1987 and is a Certified Public Accountant – Michigan (inactive).

Conflicts of Interest. Our officers and directors who are not employees of our subsidiary company will not devote more than a portion of their time to our affairs. There will be occasions when the time requirements of Concierge's business conflict with the demands of their other business and investment activities. Such conflicts may require that we attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the company.

Our officers and directors may be directors or principal shareholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions. In addition, our officers and directors may in the future participate in business ventures, which could be deemed to compete directly with Concierge. Additional conflicts of interest and non-arm's length transactions may also arise in the future in the event our officers or directors are involved in the management of any firm with which we transact business. In addition, if Concierge and other companies with which our officers and directors are affiliated both desire to take advantage of a potential business opportunity, then our board of directors has agreed that said opportunity should be available to each such company in the order in which such companies registered or became current in the filing of annual reports under the '34 Act.

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Our officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by our officers and directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to our officers and directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to us and our other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of Concierge and Concierge’s other shareholders, rather than their own personal pecuniary benefit.

No executive officer, director, person nominated to become a director, promoter or control person of Concierge has been involved in legal proceedings during the last five years such as

● Bankruptcy

● Criminal proceedings (excluding traffic violations and other minor offenses), or

● Proceedings permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities.

● Nor has any such person been found by a court of competent jurisdiction in a civil action, or the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

None of the directors holds any directorships in any company with a class of securities registered under the Exchange Act or subject to the reporting requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940 other than the following: Nicholas Gerber, our CEO and member of our Board of Directors, is a director of United Sates Commodity Funds LLC which is the commodity pool operator and general partner or sponsor of 11 commodity based exchange traded products that are registered under Section 12 of the Exchange Act, and is also a director of USCF ETF Trust, a registered investment company under the Investment Company Act of 1940, which currently has one exchange traded fund and is advised by USCF Advisers LLC, a registered investment adviser.

Involvement in certain legal proceedings. During the past five years, none of the directors has been involved in any of the following events other than the items discussed in Item 3, Legal Proceedings:

● A petition under the Federal bankruptcy law or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

● Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

● Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

● Other than Nicholas Gerber, through his involvement as a director of United Sates Commodity Funds LLC which is the commodity pool operator and general partner or sponsor of 8 commodity based exchange traded products that are registered under Section 12 of the Exchange Act, and as a director of USCF ETF Trust, a registered investment company under the Investment Company Act of 1940, which currently has two exchange traded funds and is advised by USCF Advisers LLC, a registered investment adviser, acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

● Engaging in any type of business practice; or

● Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

● Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; or

27

● Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.

● Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Future Trading Commission has not been subsequently reversed, suspended or vacated.

Code of Ethics. We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics was filed as an exhibit to our Form 10-K Annual Report for the year ended June 30, 2018.  See, "ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, Exhibit Number 14.1."  We undertake to provide to any person without charge, upon request, a copy of such code of ethics. Such a request may be made by writing to the Company at its address at 1202 Puerta Del Sol, San Clemente, California 92673.

Corporate Governance.

Security holder recommendations of candidates for the board of directors. Any shareholder may recommend candidates for the board of directors by writing to the president of our company the name or names of candidates, their home and business addresses and telephone numbers, their ages, and their business experience during at least the last five years. The recommendation must be received by the company by March 9 of any year or, alternatively, at least 60 days before any announced shareholder annual meeting.

Audit committee. We have no standing audit committee. Our directors perform the functions of an audit committee. Our directors have access to consultants that can provide such expertise when such is needed.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to our executive officers for the fiscal years ended June 30, 2020 and 2019. Unless otherwise specified, the term of each executive officer is that as set forth under that section entitled, “Directors, Executive Officers, Promoters and Control Persons -- Term of Office”.

Name and Principal Position

Year Ended June 30,

Salary ($)

Bonus($)

Stock Awards ($)

OptionAwards ($)

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Compensation ($)

Total ($)

David W. Neibert

2019

200,000

25,000

Nil

Nil

Nil

Nil

Nil

225,000

Chief Operations Officer(1)

2020

250,000

Nil

Nil

Nil

Nil

Nil

Nil

250,000

Nicholas D. Gerber(2)

2019

400,000

Nil

Nil

Nil

Nil

Nil

Nil

400,000

Chief Executive Officer

2020

400,000

Nil

Nil

Nil

Nil

Nil

Nil

400,000

John P. Love (3)

2019

450,000

37,500

Nil

Nil

Nil

Nil

Nil

487,500

Chief Executive Officer - USCF

2020

450,000

Nil

Nil

Nil

Nil

Nil

Nil

450,000

Stuart P. Crumbaugh (4)

2019

286,000

46,000

Nil

Nil

Nil

Nil

Nil

314,600

Chief Financial Officer

2020

294,222

Nil

Nil

Nil

Nil

Nil

Nil

294,222

⁽¹⁾ USCF pays Mr. Gerber a salary of $400,000.

⁽²⁾ USCF pays Mr. Love a salary of $450,000 per year.

⁽³⁾ USCF pays Mr. Crumbaugh a salary of $294,580 per year.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

There were no unexercised stock options, stock that has not vested, or equity incentive plan awards for any named officer outstanding at the end of the last fiscal year.

Compensation of Directors

The following compensation was paid to our directors for their services as directors for the fiscal year ended June 30, 2020. Only our independent directors receive compensation. Independent directors receive an annual retainer, paid quarterly, plus reimbursement for approved Board meeting travel and related out-of-pocket expenses.

DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David W. Neibert		0		0		0		0		0		0		0
Nicholas D. Gerber		0		0		0		0		0		0		0
Scott Schoenberger		0		0		0		0		0		0		0
Matt Gonzalez		10,000		0		0		0		0		0		10,000
Erin Grogan		10,000		0		0		0		0		0		10,000
Kathryn D. Rooney		0		0		0		0		0		0		0
Derek Mullins		10,000		0		0		0		0		0		10,000
Kelly J. Anderson		10,000		0		0		0		0		0		10,000
Joya Delgado Harris		10,000		0		0		0		0		0		10,000

Stock Options.

During the last two fiscal years, our officers and directors have received no Stock Options and no stock options are outstanding.

Equity Compensation Plans.

We have no equity compensation plans.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information as of September 25, 2020, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of the Company’s common stock by (1) each director of the Company, (2) the named Executive Officers of the Company, (3) each person or group of persons known by the Company to be the beneficial owner of greater than 5% of the Company’s outstanding common stock, and (4) all directors and officers of the Company as a group:

Name and Address of Beneficial Owner	Amount Owned			Percent of Class (5)
Gonzalez & Kim 1202 Puerta Del Sol San Clemente CA 92673		233,400	(1)		0.61	%
Nicholas D. Gerber 1202 Puerta Del Sol San Clemente CA 92673		18,130,015	(2)		47.12	%
David W. Neibert 1202 Puerta Del Sol San Clemente CA 92673		36,248	(3)		0.09	%
Scott Schoenberger 1202 Puerta Del Sol San Clemente CA 92673		4,697,993	(4)		12.21	%
Kathryn D. Rooney 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Derek Mullins 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Erin Grogan 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Kelly J. Anderson 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Joya Harris 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Stuart P. Crumbaugh 1202 Puerta Del Sol San Clemente CA 92673		-			-	%
Officers and Directors as a Group		23,097,656	(5)		60.03	%
Eliot and Sheila Gerber		3,543,603			9.21	%
Gerber Family Trust		5,623,543			14.62	%

(1)	Mr. Gonzalez is a member of the Board of the Company. Mr. Gonzalez and Mr. Hansu Kim are 50% partners and share voting and dispositive power in Gonzalez & Kim, a California general partnership, which holds 11,670 shares of Series B Preferred Stock (which after giving effect to their conversion would total 233,400 shares of Common Stock) constituting 0.61% of the outstanding shares of Common Stock which percentage is based on 38,473,159 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).
(2)	Mr. Gerber is the President and Chief Executive Officer of the Company and Chairman of the Board. Mr. Gerber’s shares are held by the Nicholas and Melinda Gerber Living Trust (the “Gerber Trust”) and Mr. and Mrs. Gerber serve as trustees of the Gerber Trust, which owns a total 18,130,015 shares, representing 47.12% of the outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock). As such, the Gerber Trust and Mr. Gerber share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.
(3)	Mr. Neibert is the Chief Operations Officer of the Company and a member of the Board. Mr. Neibert owns an aggregate 36,248 shares. Mr. Neibert’s total beneficial ownership constitutes 0.09% of the outstanding shares of Common Stock which percentage is based on 38,473,159 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock).
(4)	Mr. Schoenberger is a member of the Board of the Company. Mr. Schoenberger’s shares are held by the Schoenberger Family Trust (the “Schoenberger Trust”) and Mr. Schoenberger serves as sole trustee of the Schoenberger Trust, and total 4,697,993 shares, representing 12.21% of the outstanding shares of Common Stock which percentage is based on 38,473,159 outstanding shares of Common Stock (giving effect to the conversion of all Series B Preferred Stock). As such, the Schoenberger Trust and Mr. Schoenberger share power to vote or to direct the vote of the shares and share power to dispose or to direct the disposition of these shares.
(5)	The percentage of class is calculated pursuant to Rule 13d-3(d) of the Exchange Act which percentages are calculated on the basis of the amount of outstanding securities, plus securities deemed outstanding pursuant to Rule 13d-3(d)(1). The percentage of common stock outstanding is as of September 25, 2020, and based upon 37,412,519 shares of common outstanding and 53,032 shares of Series B Preferred Stock, giving effect to the conversion of all Series B Preferred Stock at a ratio of 20:1, for a total issued and outstanding amount of 38,473,159 shares.

Upon acquiring their shares of Voting Stock, Messrs. Gerber and Schoenberger have voted all shares of Voting Stock concurringly on matters submitted to the Company’s stockholders. Pursuant to a voting agreement, (the “Voting Agreement”), the Gerber Trust and Schoenberger Trust will continue to vote all shares of Voting Stock owned by them to elect each of Messrs. Gerber and Schoenberger to the Board along with other designees mutually agreed upon. By virtue of the Voting Agreement, Messrs. Gerber and Schoenberger will represent 22,828,008, or 59.33% of the Voting Stock when voting on director nominees.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Director Independence

For purposes of determining director independence, we have applied the definitions set out in Section 803 of the NYSE American Company Guide. The OTCQB on which our shares of common stock are quoted does not have any director independence requirements. The NYSE American definition of “Independent Director” means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board does not currently have any standing committees. The Board will review the appropriateness of forming standing audit, nominating, corporate governance and compensation committees in light of the Company’s growth and will form such standing or ad hoc committees as the Board deems appropriate.

Related Party Transactions

During our last fiscal year, we did not enter into any transactions with related persons, promoters or certain control persons as covered by Item 404 of Regulation S-K. However, in connection with that certain Securities Purchase Agreement with Nicholas Gerber and Scott Schoenberger, certain now current executive officers and directors may have formed a “group” under Section 13(d)(3) of the Act which may result in related party transactions in the future. These affiliations are disclosed herein.

On January 26, 2015, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with two accredited investors, Nicholas Gerber and Scott Schoenberger, (the “Purchasers”) pursuant to which we agreed to sell and the Purchasers agreed to purchase approximately 13,333,333 shares of common stock and approximately 108,172 shares of Series B preferred stock of the Company (adjusted for the effect of the 1:10 reverse stock split in December 2015 and the 1:30 reverse stock split in December 2017) in exchange for $3,000,000 USD. Pursuant to the terms of the Securities Purchase Agreement, Purchasers acquired a controlling interest in the Company pursuant to the issuance of the above shares which constituted approximately 70.0% of the voting control of the Company. Following the closing of the Securities Purchase Agreement, Mr. Gerber and Schoenberger became officers and directors of the Company.

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% 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.

In connection with the acquisition of Wainwright on December 9, 2016 the Promissory Notes were subsequently amended to remove the conversion feature. Additionally, as a result of the transaction completed on December 9, 2016, current shareholders of Wainwright became shareholders of the Company. Prior to the transaction, Mr. Gerber, along with certain family members and certain other Wainwright shareholders, owned the majority of the common stock in the Company as well as Wainwright. Following the closing of this transaction, he and those shareholders continue to own the majority of the Company voting shares. Mr. Gerber and Mr. Schoenberger (and the through the control of their respective trusts which hold stock in the Company) entered into a Voting Agreement reflective of a similar Voting Agreement in place for Wainwright wherein they have agreed to vote in concert with regard to all matters that come before the shareholders or the board of directors for a vote. This Voting Agreement establishes them as a control group.

Any future transactions by and among the parties mentioned above may qualify as related party transactions and will be disclosed accordingly.

31

We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of the Board of Directors and based upon a determination that these transactions are on terms no less favorable to us than those which could be obtained by unaffiliated third parties. This policy could be terminated in the future. In addition, interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which approves such a transaction.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:

Fiscal Year ended June 30, 2020	$	361,340
Fiscal Year ended June 30, 2019	$	342,597

Audit-Related Fees. Our principal independent accountant, and those secondary accountants performing audit reviews of our subsidiaries on our behalf, billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:

Fiscal Year ended June 30, 2020	$	900
Fiscal Year ended June 30, 2019		$ nil

Tax Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:

Fiscal Year ended June 30, 2020	$	132,326
Fiscal Year ended June 30, 2019	$	158,477

All Other Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:

Fiscal Year ended June 30, 2020	$ nil
Fiscal Year ended June 30, 2019	$ nil

Pre-Approval of Audit and Non-Audit Services.  The Audit Committee, and in our case the board of directors, require that it pre-approve all audit, review and attest services and non-audit services before such services are engaged.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following exhibits are filed as part of this Form 10-K:

Exhibit Number	Description of Document
2.1	Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.3
2.2	Stock Purchase Agreement, dated May 27, 2016, by and among Concierge Technologies, Inc., Brigadier Security Systems (2000) Ltd., and the shareholders of Brigadier Security Systems (2000) Ltd.5
2.3	Stock Purchase Agreement, dated September 19, 2016 by and among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto6
2.4	Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.11
2.5	Termination of Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.12

32

3.1	Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.1
3.2	Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.7
3.3	Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017.7
10.1	Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2
10.2	Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.2
10.3	Convertible Promissory Note, dated January 27, 2016, by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc.4
10.4	Amended and Restated Asset Purchase Agreement, dated November 20, 2017, by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.8
10.1(14)	Form of Agreement for Sale and Purchase, dated March 11, 2020, of Shares and Current Account Graham Eric Eagle, Linda Janice Eagle, and Stephen Peter Lunn as Trustees of the GE and LJ Eagle Family Trust as to 266,850 shares, and Graham Eric Eagle of Napier, Company Director, as to 29,650 shares.14
14.1(1)	Code of Business Conduct and Ethics10
16.1	Letter dated April 6, 2017, from Kabani and Company, Inc.9
21.1(1)	Concierge Technologies, Inc. - Subsidiary List(1)13
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.

(1)  Filed herewith.

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

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

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

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

33

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

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

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

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

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

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

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

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

¹³Concierge Technologies, Inc. - Subsidiary List.

¹⁴Previously filed with Current Report on Form 80K filed on March 16, 2020 and incorporated by reference herein.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

34

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CONCIERGE TECHNOLOGIES, INC.
Date: September 28, 2020	/s/ Nicholas D. Gerber
	Nicholas D. Gerber, CEO

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: September 28,2020	/s/ David W. Neibert
	David W. Neibert, C.O.O., Secretary and Director
Date: September 28,2020	/s/ Scott Schoenberger
	Scott Schoenberger, Director
Date: September 28, 2020	/s/ Matt Gonzalez
	Matt Gonzalez, Director
Date: September 28, 2020	/s/ Derek Mullins
	Derek Mullins, Director
Date: September 28, 2020	/s/ Kathryn D. Rooney
	Kathryn D. Rooney, Director
Date: September 28, 2020	/s/ Erin Grogan
	Erin Grogan, Director
Date: September 28, 2020	/s/ Kelly J. Anderson
	Kelly J. Anderson, Director
Date: September 28, 2020	/s/ Joya Delgado Harris
	Joya Delgado Harris, Director

35

EX-21.1

Exhibit 21.1

CONCIERGE TECHNOLOGIES INC.

Subsidiaries of Registrant

June 30, 2020

Company Name	Domicile or State of Incorporation
Brigadier Security Systems (2000) Ltd.	Canada
Gourmet Foods, Ltd.	New Zealand
Kahnalytics, Inc. dba/Original Sprout	California
Wainwright Holdings, Inc.	Delaware
Marygold and Co.	Delaware

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-K 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: September 28, 2020	/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 P. Crumbaugh, certify that:

1.     I have reviewed this report on Form 10-K 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: September 28, 2020	/s/ Stuart P. Crumbaugh
	Stuart P. 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 Annual Report of Concierge Technologies, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2020, 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 Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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: September 28, 2020	/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 Annual Report of Concierge Technologies, Inc. (the “Company”) on Form 10-K for the year ended June 30, 2020, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Stuart P. Crumbaugh, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(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: September 28, 2020	/s/ Stuart P. Crumbaugh
	Stuart P. 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

Note 2 - Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2020

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”).

Principles of Consolidation

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

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. 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

June 30, 2020

 and

June 30, 2019

, the Company had

$9,786

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

June 30, 2020

, and

June 30, 2019

, there is

no

allowance for doubtful accounts as all amounts are deemed collectible.

Major Customers and Suppliers – Concentration of Credit Risk

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

49%

and

46%

of the total Brigadier revenues for the years ended

June 30, 2020

and

June 30, 2019

, respectively. The same customer accounted for approximately

40%

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

June 30, 2020

as compared to

37%

as of

June 30, 2019

.

No

other single customer accounted for a significant percentage of total sales or accounts receivable for the fiscal years ended

June 30, 2020

or

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 year ended and balance sheet date of

June 30, 2020

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

20%

of Gourmet Foods sales revenues and

15%

of Gourmet Foods accounts receivable as compared to

22%

and

28%

for the prior year ended

June 30, 2019

, respectively. The

second

largest in the grocery industry accounted for approximately

12%

of Gourmet Foods sales revenues for the year ended

June 30, 2020

as compared to

12%

for the year ended

June 30, 2019

. This same group accounted for

26%

of Gourmet Foods accounts receivable as of

June 30, 2020

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 year ended and balance sheet date of

June 30, 2020

, accounted for approximately

45%

of Gourmet Foods' gross sales revenues as compared to

43%

for the year ended

June 30, 2019

.

No

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

third

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

no

one

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

Concierge, through Original Sprout, 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

1

significant customer for the year ended

June 30, 2020

accounting for

10%

of total revenues and

0%

of accounts receivable whereas a different customer accounted for

10%

of sales for the year ended

June 30, 2019

and

24%

of accounts receivable. Two other customers who were 

not

significant in total annual sales accounted for

39%

and

18%

of total account receivables at

June 30, 2020

 and

0%

at

June 30, 2019

.

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

12

month revenues and accounts receivable – related parties as of

June 30, 2020

and

June 30, 2019

as depicted below.

	Year ended June 30, 2020				Year ended June 30, 2019
	Revenue				Revenue
Fund
USO	$	9,283,250	60	%	$	7,308,354	49	%
USCI		1,645,952	11	%		4,051,605	27	%
UNG		2,244,479	15	%		1,922,596	13	%
All Others		2,285,380	14	%		1,738,884	11	%
Total	$	15,459,061	100	%	$	15,021,439	100	%

	June 30, 2020				June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	1,818,719	70	%	$	526,981	51	%
BNO		265,143	10	%		53,977	5	%
USCI		82,790	3	%		236,251	23	%
UNG		193,218	7	%		141,413	13	%
All Others		251,047	10	%		78,524	8	%
Total	$	2,610,917	100	%	$	1,037,146	100	%

Inventories

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

June 30, 2020

 and

2019

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 slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the years ended 

June 30, 2020

 and

June 30, 2019

, the expense for slow-moving or obsolete inventory was

$0

and

$10,317,

respectively.

Property, Plant and Equipment

Property, plant 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 Consolidated Financial Statements). 

Category	Estimated Useful Life (in years)
Building		39
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 along with the internally developed software in process for the business applications of Marygold to be launched during the coming fiscal year. 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 year ended

June 30, 2020

 or for the year ended

June 30, 2019

.

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 years ended

June 30, 2020

 and

2019

.

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 years ended

June 30, 2020

 or

2019

.

Investments and Fair Value of Financial Instruments

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

820

– Fair Value Measurements and Disclosures (“ASC

820”

). ASC

820

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

820

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

820

establishes a fair value hierarchy that distinguishes between: (

1

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

2

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

three

levels defined by the ASC

820

hierarchy are as follows:

Level

1

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

Level

2

– Inputs other than quoted prices included within Level

1

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

2

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

not

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

Level

3

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

not

available.

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

Revenue Recognition

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, and 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 -

In

May 2014,

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

July 1, 2018

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

July 1, 2018

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

not

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

not

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

five

-step process governing contract revenue reporting includes:

1.

Identifying the contract(s) with customers

2.

Identifying the performance obligations in the contract

3.

Determining the transaction price

4.

Allocate the transaction price to the performance obligations in the contract

5.

Recognize revenue when or as the performance obligation is satisfied

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

June 30, 2020

 were approximately

US$734,922

or

27%

as compared to the year ended

June 30, 2019

of approximately

US$759,884,

or approximately

21%

of the total security system revenues. The reason for the decrease is related to the wage subsidy provided to Brigadier by the Canadian government that was recorded in other income, thus reducing net revenues resulting in support services gaining a larger than normal share of those revenues. These revenues for the year ended

June 30, 2020

 and

2019

accounted for approximately

3%

of total consolidated revenues. 

None

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

Because the Company has

no

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

no

control of the Company; therefore,

no

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

Income Taxes

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

not

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

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

not

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

not

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

not

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

50

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

Advertising Costs

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

June 30, 2020

 and

2019

were

$2.6

million and

$2.9

million, respectively.

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.

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

15

 of the Consolidated Financial Statements).

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are

not

limited to, future expected cash flows from acquired users, acquired trade names from a market participant perspective, useful lives and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results

may

differ from estimates. During the measurement period, which is

one

year from the acquisition date, we

may

record adjustments to the assets acquired and liabilities assumed. For the years ended

June 30, 2020

and

2019

a determination was made that

no

adjustments were necessary.

Recent Accounting Pronouncements adopted during the year ended 

June 30, 2020

  

The Company has reviewed new accounting pronouncements issued between

September 30, 2019,

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

10

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

10

-K, and has determined that

no

new pronouncements, apart from Topic

842

described below, 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.

In

February 2016,

the FASB issued ASU

2016

-

02,

Leases (Topic

842

)

,

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

12

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

The Company adopted the new standard on

July 1, 2019

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

ASU

2018

-

11,

Leases (Topic

842

): Targeted Improvements.

Consequently, the Company did

not

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

July 1, 2019.

The Company elected the package of practical expedients and did

not

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

not

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

12

months or less.

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

$1,113,840

and

$1,150,916

respectively, as of

July 1, 2019.

The ROU assets were recorded net of

$37,076

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

June 30, 2019.

The adoption of this standard did

not

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

no

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

842

for the year ended

June 30, 2020.

Refer to Note

14

 for additional disclosures over the Company's leases.

A summary of the effects of the initial adoption of ASU

2016

-

02

and ASC

842

on

July 1, 2019

are as follows:

	ASC 842
Increase:
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219

Recent Accounting Pronouncements -

Not

Yet Adopted

In

August 2020,

the FASB issued ASU

No.

2020

-

06,

Debt – Debt with Conversion and Other Options (Subtopic

470

-

20

) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic

815

-

40

).

The amendment is meant to simplify the accounting for convertible instruments by removing certain separation models in subtopic

470

-

20

for convertible instruments. The amendment also changed the method used to calculate dilutes EPS for convertible instruments and for instruments that

may

be settled in cash. The amendment is effective for years beginning after

December 15, 2021,

including interim periods for those fiscal years. We are currently evaluating the impact of adoption this standard on the Company's consolidated financial statements and related disclosures.

In

January 2017,

the FASB issued ASU

No.

2017

-

04

, Intangibles – Goodwill and Other (Topic

350

): Simplifying the Test for Goodwill Impairment

(“ASU

2017

-

04”

). The purpose of this ASU is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this ASU, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2019,

with early adoption permitted. We are currently evaluating the impact of adoption this standard on the Company's consolidated financial statements and related disclosures.

XML

Note 1 - Organization and Description of Business

12 Months Ended

Jun. 30, 2020

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, United States Commodity Funds LLC (“USCF”), and USCF Advisers LLC (“USCF Advisers”), each of which manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares which trade on the NYSE Arca stock exchange.

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

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

● Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale.

● Marygold & Co., ("Marygold") a newly formed U.S. based company, established by Concierge to explore opportunities in the financial technology ("Fintech") space, still in the development stage as of June 30, 2020 . 

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.

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Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 1,773,401	$ 261,849
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	601,826	702,320
Stock based vendor compensation	152,250
Deferred taxes	44,163	(26,417)
Bad debt expense	5,746	2,075
Unrealized (gain) loss on investments	(5,113)	1,995
Realized (gain) on sale of investments	(121,834)	(30,718)
(Gain) on disposal of equipment		(3,369)
Operating lease right of use asset - non-cash lease cost	379,923
(Increase) decrease in operating assets:
Accounts receivable, net	193,546	128,105
Accounts receivable - related party	(1,573,771)	421,013
Prepaid income taxes and tax receivable	915,203	421,845
Inventories	(191,762)	(79,127)
Other current assets	(256,656)	(161,254)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses	28,963	(425,690)
Operating lease liabilities	(380,460)
Expense waiver - related party	96,070	(336,829)
Net cash provided by operating activities	1,661,495	875,798
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of assets		(1,205,000)
Cash paid for internally developed software	(217,990)
Purchase of property, plant and equipment-net of disposals	(559,274)	(50,165)
Sale of investments	4,121,742	3,230,891
Purchase of investments	(2,043,031)	(3,754,132)
Net cash provided by (used in) investing activities	1,301,447	(1,778,406)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from property and equipment loans	385,728
Repayment of property and equipment loans	(96,659)	(108,898)
Net cash provided by (used in) financing activities	289,069	(108,898)
Effect of exchange rate change on cash, cash equivalents and restricted cash	78,780	(30,893)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	3,330,791	(1,042,399)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE	6,495,251	7,537,650
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	9,826,042	6,495,251
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	16,754	29,493
Income taxes (refunded) paid	(494,741)	202,363
NON CASH INVESTING AND FINANCING ACTIVITIES
Reclassification of building deposit from other current assets to property, plant and equipment, net	178,276
Establishment of operating right-of-use assets through operating lease obligations	$ 1,150,916

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Note 16 - Subsequent Events (Details Textual)	Sep. 28, 2020 USD ($)	Jul. 01, 2020 NZD ($)	Jul. 01, 2020 USD ($)	Sep. 30, 2020 NZD ($)	Jul. 01, 2020 USD ($)	Jun. 30, 2020 NZD ($)	Jun. 30, 2020 USD ($)
Loan Agreement with Gourmet Foods [Member] | Forecast [Member]
Contingent Payments Due to Acquire Notes Receivable				$ 400,000
Subsequent Event [Member] | Loan Agreement with Gourmet Foods [Member]
Notes Receivable, Related Parties		$ 1,100,000			$ 707,000
Payments to Acquire Notes Receivable	$ 450,000
Gourmet Foods [Member] | Printstock Products Ltd. [Member] | Other Current Assets [Member]
Deposits Assets, Current						$ 190,000	$ 122,111
Gourmet Foods [Member] | Printstock Products Ltd. [Member] | Subsequent Event [Member]
Business Combination, Consideration Transferred, Total		1,900,000	$ 1,200,000
Payments to Acquire Businesses, Gross		$ 1,500,000	$ 964,035

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Note 15 - Segment Reporting - Reconciliation of Revenue by Segment (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Net income	$ 1,773,401	$ 261,849	$ 1,773,401	$ 261,849
Capital expenditures			559,274	50,165
Purchase of property, plant and equipment-net of disposals			(559,274)	(50,165)
USA Beauty Products and Other [Member]
Capital expenditures			6,242	5,501
Purchase of property, plant and equipment-net of disposals			(6,242)	(5,501)
Corporate Segment [Member]
Capital expenditures			2,786
Purchase of property, plant and equipment-net of disposals			(2,786)
U.S.A Investment Fund Management [Member]
Capital expenditures
Purchase of property, plant and equipment-net of disposals
New Zealand Food Industry Segment [Member]
Capital expenditures			133,975	48,856
Purchase of property, plant and equipment-net of disposals			(133,975)	(48,856)
Canada Security Alarm [Member]
Capital expenditures			416,271	4,192
Purchase of property, plant and equipment-net of disposals			(416,271)	(4,192)
Operating Segments [Member]
Revenue from Contract with Customer, Including Assessed Tax			26,748,988	26,948,623
Net income			1,773,401	261,849
Operating Segments [Member] | USA Beauty Products and Other [Member]
Revenue from Contract with Customer, Including Assessed Tax			3,883,953	3,621,246
Net income			215,620	406,963
Operating Segments [Member] | Corporate Segment [Member]
Net income			(1,913,413)	(1,223,930)
Operating Segments [Member] | U.S.A Investment Fund Management [Member]
Revenue from Contract with Customer, Including Assessed Tax			15,459,061	15,021,439
Net income			2,850,451	687,755
Operating Segments [Member] | New Zealand Food Industry Segment [Member]
Revenue from Contract with Customer, Including Assessed Tax			4,745,821	4,747,358
Net income			326,448	(13,326)
Operating Segments [Member] | Canada Security Alarm [Member]
Revenue from Contract with Customer, Including Assessed Tax			2,660,153	3,558,580
Net income			$ 294,295	$ 404,387

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Note 15 - Segment Reporting - Reconciliation of Assets by Segment (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Identifiable assets	$ 24,424,325	$ 21,253,608
Property, plant, and equipment	2,684,985	2,032,671
Accumulated depreciation	(1,487,793)	(1,275,657)
Net property, plant and equipment	1,197,192	757,014
Corporate Segment [Member]
Identifiable assets	3,024,690	2,730,805
Property, plant, and equipment	17,091	14,305
U.S.A Investment Fund Management [Member]
Identifiable assets	12,834,581	10,878,549
Property, plant, and equipment
USA Beauty Products and Other [Member]
Identifiable assets	3,611,471	3,780,278
Property, plant, and equipment	16,987	10,745
New Zealand Food Industry Segment [Member]
Identifiable assets	2,606,256	1,838,800
Property, plant, and equipment	1,721,195	1,659,186
Canada Security Alarm [Member]
Identifiable assets	2,347,327	2,025,176
Property, plant, and equipment	$ 929,712	$ 348,435

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Note 15 - Segment Reporting (Details Textual)	12 Months Ended
	Jun. 30, 2020
Number of Reportable Segments	4

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Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity - 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, 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				(44,516)		(44,516)
Reclassification of investment gains				(279,951)	279,951
Conversion of preferred shares (in shares)	(383,919)	7,678,380
Conversion of preferred shares	$ (384)	$ 7,678	(7,294)
Net income					261,849	261,849
Gain (loss) on currency translation				44,516		44,516
Balance (in shares) at Jun. 30, 2019	53,032	37,237,519
Balance at Jun. 30, 2019	$ 53	$ 37,237	9,178,838	(175,659)	8,152,861	17,193,330
Gain (loss) on currency translation				(30,915)		(30,915)
Net income					1,773,401	1,773,401
Gain (loss) on currency translation				30,915		30,915
Common stock issued for services (in shares)		175,000
Common stock issued for services		$ 175	152,075			152,250
Balance (in shares) at Jun. 30, 2020	53,032	37,412,519
Balance at Jun. 30, 2020	$ 53	$ 37,412	$ 9,330,913	$ (144,744)	$ 9,926,262	$ 19,149,896

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Note 14 - Commitments and Contingencies - Future Minimum Consolidated Lease Payments (Details)	Jun. 30, 2020 USD ($)
2021	$ 352,825
2022	232,262
2023	203,786
2024	108,018
Total minimum lease payments	896,891
Less: Present value discount	(126,434)
Total operating lease liabilities	$ 770,457

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Note 14 - Commitments and Contingencies (Details Textual)	12 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 NZD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2019 NZD ($)	Jun. 30, 2019 USD ($)
Operating Leases, Rent Expense, Net, Total	$ 407,042	$ 413,429
Operating Lease, Right-of-Use Asset				$ 733,917
Lessee, Operating Lease, Deferred Rent				37,213
Operating Lease, Liability, Total				$ 770,457
Operating Lease, Weighted Average Remaining Lease Term (Year)			4 years 54 days	4 years 54 days
Operating Lease, Weighted Average Discount Rate, Percent			5.80%	5.80%
Restricted Cash and Cash Equivalents, Total			$ 20,000	$ 12,854	$ 20,000	13,437
Expense Waivers				421,892		325,821
Loss Contingency Accrual, Ending Balance				0		$ 0
Defined Contribution Plan, Employer Discretionary Contribution Amount	153,000	$ 95,000
Primary Service Vendors [Member]
Purchase Obligation, Total				747,000
Purchase Obligation, to be Paid, Year One				147,000
Purchase Obligation, to be Paid, Year Two				300,000
Purchase Obligation, to be Paid, Year Three				300,000
General Security Lease Agreement [Member]
Operating Lease Arrangement, Collateral Amount			110,000	70,696
Lease of Separate Facilities [Member]
Restricted Cash and Cash Equivalents, Total			$ 20,000	$ 12,854
Gourmet Foods [Member] | Leased Factory and Warehouse Located in Tauranga, New Zealand [Member]
Lessor, Operating Lease, Term of Contract (Year)			3 years	3 years
Operating Lease, Monthly Rent	8,269
Brigadier [Member] | Leased Office and Storage Facilities Located in Saskatoon, Saskatchewan [Member]
Operating Lease, Monthly Rent	2,423
The Original Sprout LLC [Member] | Office and Warehouse Space in San Clemente, CA [Member]
Operating Lease, Monthly Rent	8,277
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 (Year)	21 years
Defined Contribution Plan, Minimum Years of Service Requirement (Year)	1 year

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Note 13 - Income Taxes - Unrecognized Tax Benefits (Details)	12 Months Ended
	Jun. 30, 2020 USD ($)
Balance	$ 277,140
Additions based on tax positions taken during a prior period	12,597
Reductions based on tax positions taken during a prior period
Additions based on tax positions taken during the current period
Reductions based on tax positions taken during the current period
Reductions related to settlement of tax matters
Reductions related to a lapse of applicable statute of limitations
Balance	$ 289,737

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Note 13 - Income Taxes - Income Tax Reconciliation (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Federal tax expense (benefit) at statutory rate, amount	$ 490,638	$ 127,861
State Income Taxes, amount	43,517	36,760
Permanent Differences, amount	26,724	112,814
Foreign tax credit	(58,203)	(43,930)
Change in Valuation Allowance, amount	(2,573)	(9,761)
Foreign Rate Differential, amount	62,859	123,270
Total	$ 562,962	$ 347,014
Federal tax expense (benefit) at statutory rate, percent	21.00%	21.00%
State Income Taxes, percent	1.86%	6.04%
Permanent Differences, percent	1.15%	18.52%
Foreign Rate Differential, percent	2.69%	20.25%
Foreign tax credit	(2.49%)	(7.22%)
Change in Valuation Allowance, percent	(0.11%)	(1.60%)
Total tax expense	24.10%	56.99%

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Note 13 - Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Property and equipment and intangible assets - U.S.	$ 529,694	$ 619,483
Net operating loss		3,299
Capital loss carryover		167
Accruals, reserves and other - foreign	16,136	5,674
Accruals, reserves and other - U.S.	229,568	233,646
Leasing asset	125,480
Gross deferred tax assets	900,878	862,269
Less valuation allowance		(2,573)
Total deferred tax assets	900,878	859,696
Intangible assets - foreign	(144,653)	(176,578)
Leasing liabilities	(117,270)
Total deferred tax liabilities	$ (261,923)	$ (176,578)

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Note 13 - Income Taxes - Provision for Taxes (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
U.S. operations	$ 425,639	$ 183,025
Foreign operations	137,323	163,989
Total	562,962	347,014
Current:
Federal	274,229	149,239
States	64,861	36,183
Foreign	179,709	188,009
Total current	518,799	373,431
Deferred:
Federal	94,273	(10,572)
States	(7,723)	8,175
Foreign	(42,387)	(24,020)
Total deferred	44,163	(26,417)
Total	$ 562,962	$ 347,014

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Note 13 - Income Taxes - Income Before Taxes (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
U.S.	$ 1,981,773	$ 414,961
Foreign	354,590	193,902
Income before income taxes	$ 2,336,363	$ 608,863

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Note 13 - Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Income Tax Expense (Benefit), Total	$ 562,962	$ 347,014
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ (2,573)	$ (9,811)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 251,946	$ 2,019
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense, Total	$ 37,792	$ 25,194
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Open Tax Year	2016 2017 2018 2019

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Note 12 - Stockholders' Equity - Summary of Accumulated Other Comprehensive Income (Details) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Balance			$ (175,659)
Foreign currency translation gain (loss)	$ 30,915	$ (44,516)	30,915
Balance	(144,744)	(175,659)	(144,744)	$ (175,659)
AOCI Attributable to Parent [Member]
Balance			(175,659)	148,808
Foreign currency translation gain (loss)				(44,516)
Change in short-term investment valuation due to reclassification to earnings				(279,951)
Balance	$ (144,744)	$ (175,659)	$ (144,744)	$ (175,659)

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Note 12 - Stockholders' Equity (Details Textual) - USD ($)			12 Months Ended
	Aug. 15, 2019	Feb. 07, 2019	Jun. 30, 2020	Jun. 30, 2019
Conversion of Stock, Shares Issued (in shares)		7,678,380
Stock Issued During Period, Shares, Issued for Services (in shares)	175,000
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001		$ 0.001	$ 0.001
Share Price (in dollars per share)	$ 0.87
Stock Issued During Period, Value, Issued For Services Fair Value	$ 152,250
Shares Issued For Services [Member]
Share-based Payment Arrangement, Expense			$ 152,075
Shares Issued, Price Per Share (in dollars per share)			$ 175
Series B Convertible Preferred Stock [Member]
Convertible Preferred Stock, Shares Issued upon Conversion (in shares)			20
Conversion of Stock, Shares Converted (in shares)		383,919
Preferred Stock, Shares Outstanding, Ending Balance (in shares)			53,032

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Consolidated Statements of Comprehensive Income - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Net income	$ 1,773,401	$ 261,849
Other comprehensive income (loss):
Foreign currency translation gain (loss)	30,915	(44,516)
Comprehensive income	$ 1,804,316	$ 217,333

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Note 11 - Loans - Property and Equipment (Details Textual)	12 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 CAD ($)
Notes Payable, Current, Total	$ 13,196	$ 26,241
Notes Payable, Noncurrent, Total	359,845	61,057
Note Payable on Office Land and Building [Member]
Notes Payable, Total	373,041		$ 507,732
Notes Payable, Current, Total	13,196	13,196
Notes Payable, Noncurrent, Total	359,845	359,845
Interest Expense, Debt, Total	15,986
Note Payable on Vehicle [Member]
Notes Payable, Total	0
Notes Payable, Current, Total		26,241
Notes Payable, Noncurrent, Total		61,057
Interest Expense, Debt, Total	$ 753	$ 5,197

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Note 10 - Related Party Transactions - Notes Payable (Details) (Parentheticals)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
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 10 - Related Party Transactions - Notes Payable (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
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 10 - Related Party Transactions (Details Textual) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Interest Expense, Related Party	$ 24,347	$ 24,280
Accrued Interest, Related Parties	105,315	80,969
Revenue from Related Parties	15,459,061	15,021,439
Accounts Receivable, Related Parties	2,600,000	1,000,000
Expense Waiver Funds, Related Party	600,000	300,000
Fund Expense Limitation Amount, Related Party	100,000	200,000
Waivers Payable, Related Party	$ 400,000	$ 300,000

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Note 9 - Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Accounts payable	$ 1,363,672	$ 1,720,902
Accrued interest	105,315	117,555
Taxes payable	60,539	181,563
Deferred rent		37,076
Accrued payroll, vacation and bonus payable	895,803	345,520
Accrued operating expenses	418,287	464,465
Total	$ 2,843,616	$ 2,867,081

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Note 8 - Goodwill - Summary of Goodwill (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Goodwill	$ 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 8 - Goodwill (Details Textual) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Goodwill, Ending Balance	$ 915,790	$ 915,790
Goodwill, Impairment Loss	$ 0	$ 0

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Note 7 - Other Assets - Fair Value Measurement of Securities (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Investments	$ 1,820,516	$ 3,756,596
Fair Value, Inputs, Level 1 [Member]
Investments	1,820,516	3,756,596
Fair Value, Inputs, Level 2 [Member]
Investments
Fair Value, Inputs, Level 3 [Member]
Investments
Money Market Funds [Member]
Investments	1,049,607	3,005,182
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	1,049,607	3,005,182
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Other Short Term Investments [Member]
Investments	770,094	749,249
Other Short Term Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	770,094	749,249
Other Short Term Investments [Member] | Fair Value, Inputs, Level 2 [Member]
Investments
Other Short Term Investments [Member] | Fair Value, Inputs, Level 3 [Member]
Investments
Other Equities [Member]
Investments	815	2,165
Other Equities [Member] | Fair Value, Inputs, Level 1 [Member]
Investments	815	2,165
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 7 - Other Assets - Investments (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Investments, cost	$ 1,815,961	$ 3,758,591
Investments, gross unrealized gains	5,161
Investments, gross unrealized losses	(606)	(1,995)
Investments	1,820,516	3,756,596
Money Market Funds [Member]
Investments, cost	1,044,446	3,005,182
Investments, gross unrealized gains	5,161
Investments, gross unrealized losses
Investments	1,049,607	3,005,182
Other Short Term Investments [Member]
Investments, cost	770,094	749,988
Investments, gross unrealized gains
Investments, gross unrealized losses		(739)
Investments	770,094	749,249
Other Equities [Member]
Investments, cost	1,421	3,421
Investments, gross unrealized gains
Investments, gross unrealized losses	(606)	(1,256)
Investments	$ 815	$ 2,165

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Note 7 - Other Assets - Components of Other Current Assets (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Prepaid expenses	$ 394,473	$ 462,215
Other current assets	209,471	83,890
Total	$ 603,944	$ 546,105

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Consolidated Statements of Operations - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Net revenue
Fund management - related party	$ 15,459,061	$ 15,021,439
Net revenue	26,748,988	26,948,623
Cost of revenue	6,483,171	6,936,421
Gross profit	20,265,817	20,012,202
Operating expense
General and administrative expense	4,447,563	4,205,389
Fund operations	3,176,214	4,494,001
Marketing and advertising	2,601,104	2,910,447
Depreciation and amortization	601,826	702,320
Salaries and compensation	7,523,083	6,944,457
Total operating expenses	18,349,790	19,256,614
Income from operations	1,916,027	755,588
Other income (expense):
Other income (expense)	365,250	(484,028)
Interest and dividend income	96,186	366,796
Interest expense	(41,100)	(29,493)
Total other income (expense), net	420,336	(146,725)
Income before income taxes	2,336,363	608,863
Provision of income taxes	(562,962)	(347,014)
Net income	$ 1,773,401	$ 261,849
Weighted average shares of common stock
Shares, basic (in shares)	37,390,524	32,588,418
Diluted (in shares)	38,451,164	38,298,159
Net income per common share
Basic (in dollars per share)	$ 0.05	$ 0.01
Diluted (in dollars per share)	$ 0.05	$ 0.01
Food and Beverage [Member]
Net revenue
Revenue	$ (4,745,821)	$ (4,747,358)
Security Alarm Monitoring [Member]
Net revenue
Revenue	(2,660,153)	(3,558,580)
Beauty Products and Other [Member]
Net revenue
Revenue	$ (3,883,953)	$ (3,621,246)

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Note 7 - Other Assets (Details Textual)	12 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jun. 30, 2020 NZD ($)	Jun. 30, 2020 USD ($)	Jun. 30, 2019 NZD ($)	Jun. 30, 2019 USD ($)
Other Assets, Current				$ 603,944		$ 546,105
Available-for-sale Securities, Total				1,800,000		3,800,000
Restricted Cash and Cash Equivalents, Total			$ 20,000	12,854	$ 20,000	13,437
Wainwright [Member]
Assets, Noncurrent, Total				523,607
Cost Method Investments				$ 500,000		$ 500,000
Cost Method Investment, Ownership Percentage			10.00%	10.00%	10.00%	10.00%
Cost-method Investments, Other than Temporary Impairment	$ 0	$ 0
Deposit Assets, Total				$ 23,607		$ 23,607

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Note 6 - Intangible Assets - Schedule of Amortization (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
2021	$ 325,862
2022	306,809
2023	286,507
2024	268,809
2025	253,545
Thereafter	1,099,753
Net intangibles	$ 2,541,285	$ 2,659,723

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Note 6 - Intangible Assets - Summary of Finite-lived Intangible Assets (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Finite-lived intangible assets, gross	$ 3,593,860	$ 3,375,870
Less : accumulated amortization	(1,052,575)	(716,147)
Net intangibles	2,541,285	2,659,723
Customer Relationships [Member]
Finite-lived intangible assets, gross	700,252	700,252
Less : accumulated amortization	(282,304)	(203,492)
Net intangibles	417,948	496,760
Brand Name [Member]
Finite-lived intangible assets, gross	1,142,122	1,142,122
Less : accumulated amortization	(169,406)	(129,084)
Net intangibles	972,716	1,013,038
Domain Name [Member]
Finite-lived intangible assets, gross	36,913	36,913
Less : accumulated amortization	(33,744)	(26,341)
Net intangibles	3,169	10,572
Recipes [Member]
Finite-lived intangible assets, gross	1,221,601	1,221,601
Less : accumulated amortization	(401,366)	(246,622)
Net intangibles	820,235	974,979
Noncompete Agreements [Member]
Finite-lived intangible assets, gross	274,982	274,982
Less : accumulated amortization	(165,755)	(110,608)
Net intangibles	109,227	164,374
Marygold Properties [Member]
Finite-lived intangible assets, gross	$ 217,990

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Note 6 - Intangible Assets (Details Textual) - USD ($)				12 Months Ended
	Dec. 18, 2017	Jun. 02, 2016	Aug. 11, 2015	Jun. 30, 2020	Jun. 30, 2019
Amortization of Intangible Assets, Total				$ 336,428	$ 335,508
Gourmet Foods Acquisition [Member] | Customer Relationships [Member]
Finite-lived Intangible Assets Acquired			$ 66,153
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)			10 years
Gourmet Foods Acquisition [Member] | Brand Name [Member]
Finite-lived Intangible Assets Acquired			$ 61,429
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)			10 years
Gourmet Foods Acquisition [Member] | Domain Name [Member]
Finite-lived Intangible Assets Acquired			$ 21,601
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)			5 years
Gourmet Foods Acquisition [Member] | Recipes [Member]
Finite-lived Intangible Assets Acquired			$ 21,601
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)			5 years
Brigadier Security Systems Acquisition [Member] | Customer Relationships [Member]
Finite-lived Intangible Assets Acquired		$ 434,099
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)		10 years
Brigadier Security Systems Acquisition [Member] | Brand Name [Member]
Finite-lived Intangible Assets Acquired		$ 340,694
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)		10 years
Brigadier Security Systems Acquisition [Member] | Domain Name [Member]
Finite-lived Intangible Assets Acquired		$ 15,312
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)		5 years
Brigadier Security Systems Acquisition [Member] | Noncompete Agreements [Member]
Finite-lived Intangible Assets Acquired		$ 84,982
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)		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 (Year)	7 years
The Original Sprout LLC [Member] | Brand Name [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 740,000
The Original Sprout LLC [Member] | Recipes [Member] | Kahnalytics [Member]
Finite-lived Intangible Assets Acquired	$ 1,200,000
Finite-Lived Intangible Assets, Remaining Amortization Period (Year)	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 (Year)	5 years

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Note 5 - Property and Equipment - Property and Equipment Summary (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Plant and equipment, gross	$ 2,684,985	$ 2,032,671
Accumulated depreciation	(1,487,793)	(1,275,657)
Total property and equipment, net	1,197,192	757,014
Plant and Equipment [Member]
Plant and equipment, gross	1,553,939	1,511,629
Furniture and Fixtures [Member]
Plant and equipment, gross	201,287	188,370
Land and Building [Member]
Plant and equipment, gross	559,362
Vehicles [Member]
Plant and equipment, gross	$ 370,397	$ 332,672

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Note 5 - Property and Equipment (Details Textual) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Depreciation, Total	$ 265,398	$ 366,812

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Note 4 - Inventories - Inventory Summary (Details) - USD ($)	Jun. 30, 2020	Jun. 30, 2019
Raw materials	$ 288,422	$ 208,284
Supplies and packing materials	174,636	188,035
Finished goods	711,545	612,343
Total inventories	$ 1,174,603	$ 1,008,662

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Note 3 - Basic and Diluted Net Income Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Net income available to common shareholders, basic	$ 1,773,401	$ 261,849
Net income available to common shareholders (in shares)	37,390,524	32,588,418
Basic income per share (in dollars per share)	$ 0.05	$ 0.01
Effect of dilutive securities, shares (in shares)	1,060,640	5,709,741
Diluted income per share	$ 1,773,401	$ 261,849
Diluted income per share (in shares)	38,451,164	38,298,159
Diluted income per share (in dollars per share)	$ 0.05	$ 0.01
Net income (loss) available to common shareholders, basic	$ 1,773,401	$ 261,849
Shares, basic (in shares)	37,390,524	32,588,418
Effect of dilutive securities, per share (in dollars per share)

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Note 2 - Summary of Significant Accounting Policies - Effects of Initial Adoption (Details) - USD ($)	Jun. 30, 2020	Jul. 01, 2019	Jun. 30, 2019
Assets	$ 24,424,325		$ 21,253,608
Current portion operating lease liabilities	323,395
Long-term operating lease liabilities	$ 447,062
Accounting Standards Update 2016-02 [Member]
Assets		$ 1,113,840
Current portion operating lease liabilities		370,697
Long-term operating lease liabilities		$ 780,219

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Note 2 - Summary of Significant Accounting Policies - Useful Life of Property, Plant, and Equipment (Details)	12 Months Ended
	Jun. 30, 2020
Building [Member]
Property, plant, and equipment, useful life (Year)	39 years
Machinery and Equipment [Member] | Minimum [Member]
Property, plant, and equipment, useful life (Year)	5 years
Machinery and Equipment [Member] | Maximum [Member]
Property, plant, and equipment, useful life (Year)	10 years
Furniture and Fixtures [Member] | Minimum [Member]
Property, plant, and equipment, useful life (Year)	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, plant, and equipment, useful life (Year)	5 years
Vehicles [Member] | Minimum [Member]
Property, plant, and equipment, useful life (Year)	3 years
Vehicles [Member] | Maximum [Member]
Property, plant, and equipment, useful life (Year)	5 years

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Consolidated Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2020	Jun. 30, 2019
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)	37,412,519	37,237,519
Common stock, outstanding (in shares)	37,412,519	37,237,519
Series B Preferred Stock [Member]
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	53,032
Preferred stock, outstanding (in shares)	53,032	53,032

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Note 2 - Summary of Significant Accounting Policies - Concentration Risk (Details) - USD ($)	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Revenue, related parties	$ 15,459,061	$ 15,021,439
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member]
Revenue, related parties	$ 15,459,061	$ 15,021,439
Concentration risk percentage	100.00%	100.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the USO Fund [Member]
Revenue, related parties	$ 9,283,250	$ 7,308,354
Concentration risk percentage	60.00%	49.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties	$ 1,645,952	$ 4,051,605
Concentration risk percentage	11.00%	27.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties	$ 2,244,479	$ 1,922,596
Concentration risk percentage	15.00%	13.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties	$ 2,285,380	$ 1,738,884
Concentration risk percentage	14.00%	11.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member]
Revenue, related parties	$ 2,610,917	$ 1,037,146
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	$ 1,818,719	$ 526,981
Concentration risk percentage	70.00%	51.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the USCI Fund [Member]
Revenue, related parties	$ 82,790	$ 236,251
Concentration risk percentage	3.00%	23.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the BNO Fund [Member]
Revenue, related parties	$ 265,143	$ 53,977
Concentration risk percentage	10.00%	5.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | Customers Related to the UNG Fund [Member]
Revenue, related parties	$ 193,218	$ 141,413
Concentration risk percentage	7.00%	13.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Wainwright [Member] | All Other Customers [Member]
Revenue, related parties	$ 251,047	$ 78,524
Concentration risk percentage	10.00%	8.00%

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Note 2 - Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)	Jul. 01, 2019 USD ($)
Accounts Receivable, Allowance for Credit Loss, Ending Balance	$ 9,786	$ 2,075
Allowance for Doubtful Accounts Receivable. Related Parties	0	0
Asset Impairment Charges, Total	0	0
Inventory Write-down	0	10,317
Impairment of Intangible Assets, Finite-lived	0	0
Goodwill, Impairment Loss	0	0
Impairment of Long-Lived Assets Held-for-use	0	0
Advertising Expense	2,600,000	2,900,000
Operating Lease, Right-of-Use Asset	733,917
Operating Lease, Liability, Total	770,457
Lessee, Operating Lease, Deferred Rent	37,213
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset			$ 1,113,840
Operating Lease, Liability, Total			1,150,916
Lessee, Operating Lease, Deferred Rent			$ 37,076
Security Alarm Monitoring Customer Support Services [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 734,922	$ 759,884
Percentage of Total Revenue from Services Under Contract Recognized As Provided	27.00%	21.00%
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	49.00%	46.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Major Customer 1 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	20.00%	22.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Major Customer 1 [Member] | Gasoline Convenience Store Sector [Member]
Concentration Risk, Percentage	45.00%	43.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Gourmet Foods [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	12.00%	12.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member] | Major Customer 1 [Member]
Concentration Risk, Percentage	10.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member] | Major Customer 2 [Member]
Concentration Risk, Percentage		10.00%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | The Original Sprout LLC [Member] | Major Customer 3 [Member]
Concentration Risk, Percentage	39.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Brigadier [Member]
Concentration Risk, Percentage	40.00%	37.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Grocery Industry [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	15.00%	28.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Gourmet Foods [Member] | Major Customer 2 [Member] | Grocery Industry [Member]
Concentration Risk, Percentage	26.00%	19.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | The Original Sprout LLC [Member] | Major Customer 1 [Member]
Concentration Risk, Percentage		0.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | The Original Sprout LLC [Member] | Major Customer 2 [Member]
Concentration Risk, Percentage		24.00%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | The Original Sprout LLC [Member] | Major Customer 3 [Member]
Concentration Risk, Percentage	18.00%	0.00%

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Note 15 - Segment Reporting (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

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

	As of June 30, 2020		As of June 30, 2019
Identifiable assets:
Corporate headquarters	$	3,024,690	$	2,730,805
U.S.A. : fund management		12,834,581		10,878,549
U.S.A. : beauty products		3,611,471		3,780,278
New Zealand: food industry		2,606,256		1,838,800
Canada: security systems		2,347,327		2,025,176
Consolidated	$	24,424,325	$	21,253,608

	2020			2019
Asset location:
U.S.A. : corporate headquarters	$	17,091		$	14,305
U.S.A. : beauty products		16,987			10,745
U.S.A.: investment fund management		-			-
New Zealand: food industry		1,721,195			1,659,186
Canada: security systems		929,712			348,435
Total all locations		2,684,985			2,032,671
Less accumulated depreciation		(1,487,793	)		(1,275,657	)
Net property, plant and equipment	$	1,197,192		$	757,014

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

	Year Ended June 30, 2020			Year Ended June 30, 2019
Revenues:
U.S.A. : beauty products	$	3,883,953		$	3,621,246
U.S.A. : investment fund management		15,459,061			15,021,439
New Zealand : food industry		4,745,821			4,747,358
Canada : security systems		2,660,153			3,558,580
Consolidated	$	26,748,988		$	26,948,623
Net income (loss):
Corporate headquarters	$	(1,913,413	)	$	(1,223,930	)
U.S.A. : beauty products		215,620			406,963
U.S.A. : investment fund management		2,850,451			687,755
New Zealand : food industry		326,448			(13,326	)
Canada : security systems		294,295			404,387
Consolidated	$	1,773,401		$	261,849

	2020		2019
Capital expenditures:
U.S.A. : corporate headquarters	$	2,786	$	-
U.S.A. : beauty products		6,242		5,501
U.S.A.: investment fund management		-		-
New Zealand: food industry		133,975		48,856
Canada: security systems		416,271		(4,192	)
Consolidated	$	559,274	$	50,165

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Note 14 - Commitments and Contingencies (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Lessee, Operating Lease, Liability, Maturity [Table Text Block]

Year Ended June 30,	Lease Amount
2021	$	352,825
2022		232,262
2023		203,786
2024		108,018
Total minimum lease payments		896,891
Less: Present value discount		(126,434	)
Total operating lease liabilities	$	770,457

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Note 13 - Income Taxes (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

	Years Ended June 30,
	2020		2019
U.S.	$	1,981,773	$	414,961
Foreign		354,590		193,902
Income before income taxes	$	2,336,363	$	608,863

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Years Ended June 30,
	2020		2019
U.S. operations	$	425,639	$	183,025
Foreign operations		137,323		163,989
Total	$	562,962	$	347,014

For the year ended:	June 30, 2020			June 30, 2019
Current:
Federal	$	274,229		$	149,239
States		64,861			36,183
Foreign		179,709			188,009
Total current		518,799			373,431
Deferred:
Federal		94,273			(10,572	)
States		(7,723	)		8,175
Foreign		(42,387	)		(24,020	)
Total deferred		44,163			(26,417	)
Total	$	562,962		$	347,014

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

For the year ended:	June 30, 2020			June 30, 2019
Deferred tax assets:
Property and equipment and intangible assets - U.S.	$	529,694		$	619,483
Net operating loss		-			3,299
Capital loss carryover		-			167
Accruals, reserves and other - foreign		16,136			5,674
Accruals, reserves and other - U.S.		229,568			233,646
Leasing asset		125,480			-
Gross deferred tax assets		900,878			862,269
Less valuation allowance		-			(2,573	)
Total deferred tax assets	$	900,878		$	859,696
Deferred tax liabilities:
Intangible assets - foreign	$	(144,653	)		(176,578	)
Leasing liabilities		(117,270	)		-
Total deferred tax liabilities	$	(261,923	)	$	(176,578	)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate	$	490,638		$	127,861
State income taxes		43,517			36,760
Permanent differences		26,724			112,814
Foreign tax credit		(58,203	)		(43,930	)
Change in valuation allowance		(2,573	)		(9,761	)
Foreign rate differential		62,859			123,270
Total tax expense	$	562,962		$	347,014

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate		21.00	%		21.00	%
State income taxes		1.86	%		6.04	%
Permanent differences		1.15	%		18.52	%
Foreign rate differential		2.69	%		20.25	%
Foreign tax credit		(2.49	)%		(7.22	)%
Change in valuation allowance		(0.11	)%		(1.60	)%
Total tax expense		24.10	%		56.99	%

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

Balance at June 30, 2019	$	277,140
Additions based on tax positions taken during a prior period		12,597
Reductions based on tax positions taken during a prior period		-
Additions based on tax positions taken during the current period		-
Reductions based on tax positions taken during the current period		-
Reductions related to settlement of tax matters		-
Reductions related to a lapse of applicable statute of limitations		-
Balance at June 30, 2020	$	289,737

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Note 12 - Stockholders' Equity (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Balance as of June 30, 2018	$	148,808
Foreign currency translation (loss)		(44,516	)
Change in short-term investment valuation due to reclassification to earnings		(279,951	)
Balance as of June 30, 2019		(175,659	)
Foreign currency translation gain		30,915
Balance as of June 30, 2020	$	(144,744	)

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Note 10 - Related Party Transactions (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Debt [Table Text Block]

	June 30, 2020		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)	$	3,500	$	3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

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Note 9 - Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

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

	June 30, 2020		June 30, 2019
Accounts payable	$	1,363,672	$	1,720,902
Accrued interest		105,315		117,555
Taxes payable		60,539		181,563
Deferred rent		-		37,076
Accrued payroll, vacation and bonus payable		895,803		345,520
Accrued operating expenses		418,287		464,465
Total	$	2,843,616	$	2,867,081

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Note 8 - Goodwill (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Goodwill [Table Text Block]

	As of June 30, 2020		As of June 30, 2019
Goodwill – Original Sprout	$	416,817	$	416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

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Note 7 - Other Assets (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Other Assets [Table Text Block]

	As of June 30, 2020		As of June 30, 2019
Prepaid expenses	$	394,473	$	462,215
Other current assets		209,471		83,890
Total	$	603,944	$	546,105

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

	As of June 30, 2020
			Gross		Gross			Estimated
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Money market funds	$	1,044,446	$	5,161	$	-		$	1,049,607
Other short term investments		770,094		-		-			770,094
Other equities		1,421		-		(606	)		815
Total short-term investments	$	1,815,961	$	5,161	$	(606	)	$	1,820,516

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

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

	As of June 30, 2020
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,049,607	$	1,049,607	$	-	$	-
Other short term investments		770,094		770,094		-		-
Other equities		815		815		-		-
Total	$	1,820,516	$	1,820,516	$	-	$	-

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

XML

Consolidated Balance Sheets	Jun. 30, 2020 USD ($)	Jun. 30, 2019 USD ($)
CURRENT ASSETS
Cash and cash equivalents	$ 9,813,188	$ 6,481,815
Accounts receivable, net	717,841	939,649
Accounts receivable - related parties	2,610,917	1,037,146
Inventories	1,174,603	1,008,662
Prepaid income tax and tax receivable	857,793	1,754,369
Investments	1,820,516	3,756,596
Other current assets	603,944	546,105
Total current assets	17,598,802	15,524,342
Restricted cash	12,854	13,437
Property, plant and equipment, net	1,197,192	757,014
Operating lease right-of-use assets	733,917
Goodwill	915,790	915,790
Intangible assets, net	2,541,285	2,659,723
Deferred tax assets, net	900,878	859,696
Other assets, long - term	523,607	523,607
Total assets	24,424,325	21,253,608
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,843,616	2,867,081
Expense waivers – related parties	421,892	325,821
Current portion of operating lease liabilities	323,395
Notes payable - related parties	3,500	3,500
Loans-property and equipment, current portion	13,196	26,241
Total current liabilities	3,605,599	3,222,643
LONG TERM LIABILITIES
Notes payable - related parties	600,000	600,000
Loans-property and equipment, net of current portion	359,845	61,057
Long term lease liabilities, net of current portion	447,062
Deferred tax liabilities	261,923	176,578
Total liabilities	5,274,429	4,060,278
STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 authorized Series B: 53,032 issued and outstanding at December 31, 2019 and at June 30, 2019	53	53
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at June 30, 2020 and 37,237,519 at June 30, 2019	37,412	37,237
Additional paid-in capital	9,330,913	9,178,838
Accumulated other comprehensive (loss) income	(144,744)	(175,659)
Retained earnings	9,926,262	8,152,861
Total stockholders' equity	19,149,896	17,193,330
Total liabilities and stockholders' equity	$ 24,424,325	$ 21,253,608

XML

Note 6 - Intangible Assets (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

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

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252		$	700,252
Brand name		1,142,122			1,142,122
Domain name		36,913			36,913
Recipes		1,221,601			1,221,601
Internally developed software		217,990			-
Non-compete agreement		274,982			274,982
Total		3,593,860			3,375,870
Less : accumulated amortization		(1,052,575	)		(716,147	)
Net intangibles	$	2,541,285		$	2,659,723

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(282,304	)		(203,492	)
Total customer relationships, net		417,948			496,760

	June 30, 2020			June 30, 2019
Brand name	$	1,142,122		$	1,142,122
Less: accumulated amortization		(169,406	)		(129,084	)
Total brand name, net	$	972,716		$	1,013,038

	June 30, 2020			June 30, 2019
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(33,744	)		(26,341	)
Total brand name, net	$	3,169		$	10,572

	June 30, 2020			June 30, 2019
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(401,366	)		(246,622	)
Total recipes and formulas, net	$	820,235		$	974,979

	June 30, 2020			June 30, 2019
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(165,755	)		(110,608	)
Total non-compete agreement, net	$	109,227		$	164,374

INTERNALLY DEVELOPED SOFTWARE

During the first few months of 2020, Marygold began incurring expenses in connection with the internal development of software applications that are planned for eventual integration to its consumer Fintech offering. Certain of these expenses, totaling $217,990 as of June 30, 2020, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of June 30, 2020, no amortization expense has been recorded for these intangible assets.

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

Years Ending June 30,	Expense
2021	$	325,862
2022		306,809
2023		286,507
2024		268,809
2025		253,545
Thereafter		1,099,753
Total	$	2,541,285

XML

Note 5 - Property and Equipment (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Property, Plant and Equipment [Table Text Block]

	June 30, 2020			June 30, 2019
Plant and equipment	$	1,553,939		$	1,511,629
Furniture and office equipment		201,287			188,370
Land and buildings		559,362			-
Vehicles		370,397			332,672
Total property and equipment, gross		2,684,985			2,032,671
Accumulated depreciation		(1,487,793	)		(1,275,657	)
Total property and equipment, net	$	1,197,192		$	757,014

XML

Note 4 - Inventories (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	June 30, 2020		June 30, 2019
Raw materials	$	288,422	$	208,284
Supplies and packing materials		174,636		188,035
Finished goods		711,545		612,343
Total inventories	$	1,174,603	$	1,008,662

XML

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

12 Months Ended

Jun. 30, 2020

Notes Tables

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

	For the year ended June 30, 2020
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,773,401		37,390,524	$	0.05
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		1,060,640		-
Diluted income per share	$	1,773,401		38,451,164	$	0.05

	For the year ended June 30, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	261,849		32,588,418	$	0.01
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		5,709,741		-
Diluted income per share	$	261,849		38,298,159	$	0.01

XML

Note 2 - Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jun. 30, 2020

Notes Tables

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

	Year ended June 30, 2020				Year ended June 30, 2019
	Revenue				Revenue
Fund
USO	$	9,283,250	60	%	$	7,308,354	49	%
USCI		1,645,952	11	%		4,051,605	27	%
UNG		2,244,479	15	%		1,922,596	13	%
All Others		2,285,380	14	%		1,738,884	11	%
Total	$	15,459,061	100	%	$	15,021,439	100	%

	June 30, 2020				June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	1,818,719	70	%	$	526,981	51	%
BNO		265,143	10	%		53,977	5	%
USCI		82,790	3	%		236,251	23	%
UNG		193,218	7	%		141,413	13	%
All Others		251,047	10	%		78,524	8	%
Total	$	2,610,917	100	%	$	1,037,146	100	%

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

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

Accounting Standards Update and Change in Accounting Principle [Table Text Block]

	ASC 842
Increase:
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219

XML

Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2020

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”).

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

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

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. 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

June 30, 2020

 and

June 30, 2019

, the Company had

$9,786

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

June 30, 2020

, and

June 30, 2019

, there is

no

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, 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

49%

and

46%

of the total Brigadier revenues for the years ended

June 30, 2020

and

June 30, 2019

, respectively. The same customer accounted for approximately

40%

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

June 30, 2020

as compared to

37%

as of

June 30, 2019

.

No

other single customer accounted for a significant percentage of total sales or accounts receivable for the fiscal years ended

June 30, 2020

or

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 year ended and balance sheet date of

June 30, 2020

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

20%

of Gourmet Foods sales revenues and

15%

of Gourmet Foods accounts receivable as compared to

22%

and

28%

for the prior year ended

June 30, 2019

, respectively. The

second

largest in the grocery industry accounted for approximately

12%

of Gourmet Foods sales revenues for the year ended

June 30, 2020

as compared to

12%

for the year ended

June 30, 2019

. This same group accounted for

26%

of Gourmet Foods accounts receivable as of

June 30, 2020

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 year ended and balance sheet date of

June 30, 2020

, accounted for approximately

45%

of Gourmet Foods' gross sales revenues as compared to

43%

for the year ended

June 30, 2019

.

No

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

third

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

no

one

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

Concierge, through Original Sprout, 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

1

significant customer for the year ended

June 30, 2020

accounting for

10%

of total revenues and

0%

of accounts receivable whereas a different customer accounted for

10%

of sales for the year ended

June 30, 2019

and

24%

of accounts receivable. Two other customers who were 

not

significant in total annual sales accounted for

39%

and

18%

of total account receivables at

June 30, 2020

 and

0%

at

June 30, 2019

.

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

12

month revenues and accounts receivable – related parties as of

June 30, 2020

and

June 30, 2019

as depicted below.

	Year ended June 30, 2020				Year ended June 30, 2019
	Revenue				Revenue
Fund
USO	$	9,283,250	60	%	$	7,308,354	49	%
USCI		1,645,952	11	%		4,051,605	27	%
UNG		2,244,479	15	%		1,922,596	13	%
All Others		2,285,380	14	%		1,738,884	11	%
Total	$	15,459,061	100	%	$	15,021,439	100	%

	June 30, 2020				June 30, 2019
	Accounts Receivable				Accounts Receivable
Fund
USO	$	1,818,719	70	%	$	526,981	51	%
BNO		265,143	10	%		53,977	5	%
USCI		82,790	3	%		236,251	23	%
UNG		193,218	7	%		141,413	13	%
All Others		251,047	10	%		78,524	8	%
Total	$	2,610,917	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 years ended

June 30, 2020

 and

2019

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 slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the years ended 

June 30, 2020

 and

June 30, 2019

, the expense for slow-moving or obsolete inventory was

$0

and

$10,317,

respectively.

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

Property, Plant and Equipment

Property, plant 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 Consolidated Financial Statements). 

Category	Estimated Useful Life (in years)
Building		39
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 along with the internally developed software in process for the business applications of Marygold to be launched during the coming fiscal year. 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 year ended

June 30, 2020

 or for the year ended

June 30, 2019

.

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 years ended

June 30, 2020

 and

2019

.

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 years ended

June 30, 2020

 or

2019

.

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: (

1

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

2

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

three

levels defined by the ASC

820

hierarchy are as follows:

Level

1

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

Level

2

– Inputs other than quoted prices included within Level

1

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

2

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

not

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

Level

3

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

not

available.

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

Revenue [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, and 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 -

In

May 2014,

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

July 1, 2018

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

July 1, 2018

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

not

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

not

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

five

-step process governing contract revenue reporting includes:

1.

Identifying the contract(s) with customers

2.

Identifying the performance obligations in the contract

3.

Determining the transaction price

4.

Allocate the transaction price to the performance obligations in the contract

5.

Recognize revenue when or as the performance obligation is satisfied

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

June 30, 2020

 were approximately

US$734,922

or

27%

as compared to the year ended

June 30, 2019

of approximately

US$759,884,

or approximately

21%

of the total security system revenues. The reason for the decrease is related to the wage subsidy provided to Brigadier by the Canadian government that was recorded in other income, thus reducing net revenues resulting in support services gaining a larger than normal share of those revenues. These revenues for the year ended

June 30, 2020

 and

2019

accounted for approximately

3%

of total consolidated revenues. 

None

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

Because the Company has

no

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

no

control of the Company; therefore,

no

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

Income 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]

Advertising Costs

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

June 30, 2020

 and

2019

were

$2.6

million and

$2.9

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.

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

15

 of the 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 years ended

June 30, 2020

and

2019

a determination was made that

no

adjustments were necessary.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements adopted during the year ended 

June 30, 2020

  

The Company has reviewed new accounting pronouncements issued between

September 30, 2019,

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

10

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

10

-K, and has determined that

no

new pronouncements, apart from Topic

842

described below, 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.

In

February 2016,

the FASB issued ASU

2016

-

02,

Leases (Topic

842

)

,

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

12

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

The Company adopted the new standard on

July 1, 2019

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

ASU

2018

-

11,

Leases (Topic

842

): Targeted Improvements.

Consequently, the Company did

not

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

July 1, 2019.

The Company elected the package of practical expedients and did

not

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

not

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

12

months or less.

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

$1,113,840

and

$1,150,916

respectively, as of

July 1, 2019.

The ROU assets were recorded net of

$37,076

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

June 30, 2019.

The adoption of this standard did

not

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

no

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

842

for the year ended

June 30, 2020.

Refer to Note

14

 for additional disclosures over the Company's leases.

A summary of the effects of the initial adoption of ASU

2016

-

02

and ASC

842

on

July 1, 2019

are as follows:

	ASC 842
Increase:
Assets	$	1,113,840
Current portion operating lease liabilities	$	370,697
Long-term operating lease liabilities	$	780,219

Recent Accounting Pronouncements -

Not

Yet Adopted

In

August 2020,

the FASB issued ASU

No.

2020

-

06,

Debt – Debt with Conversion and Other Options (Subtopic

470

-

20

) and Derivatives and Hedging – Contracts in Entity's Own Equity (Subtopic

815

-

40

).

The amendment is meant to simplify the accounting for convertible instruments by removing certain separation models in subtopic

470

-

20

for convertible instruments. The amendment also changed the method used to calculate dilutes EPS for convertible instruments and for instruments that

may

be settled in cash. The amendment is effective for years beginning after

December 15, 2021,

including interim periods for those fiscal years. We are currently evaluating the impact of adoption this standard on the Company's consolidated financial statements and related disclosures.

In

January 2017,

the FASB issued ASU

No.

2017

-

04

, Intangibles – Goodwill and Other (Topic

350

): Simplifying the Test for Goodwill Impairment

(“ASU

2017

-

04”

). The purpose of this ASU is to reduce the cost and complexity of evaluating goodwill for impairment. It eliminates the need for entities to calculate the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under this ASU, an entity will perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying value exceeds the reporting unit's fair value. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2019,

with early adoption permitted. We are currently evaluating the impact of adoption this standard on the Company's consolidated financial statements and related disclosures.

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Note 16 - Subsequent Events

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 16. SUBSEQUENT EVENTS

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

On

July 1, 2020,

our wholly owned subsidiary in New Zealand, Gourmet Foods, acquired Printstock Products Ltd., a printer of food wrappers based in Napier, New Zealand. The primary reason for the acquisition was to diversify our portfolio of operating companies and to improve profitability through vertical integration of the supply chain with Gourmet Foods, as Printstock Products provides a significant amount of packaging used by Gourmet Foods. The purchase price was

NZ$1.9M

(approximately

US$1.2

million), to be paid in cash in staged payments. As of

June 30, 2020

 the other current assets of the Company as listed on the Consolidated Balance Sheets included

NZ$190,000

(approximately

US$122,111

) a non-refundable deposit against the purchase price. This amount was remitted to the sellers of Printstock in connection with the purchase price consideration paid on

July 1, 2020,

which totaled

NZ$1.5

 million, or approximately

US$964,035.

 Concierge entered into a loan agreement to fund Gourmet Foods up to

NZ$1.1M

(approximately

US$707,000

) to be used for the acquisition and on-boarding of Printstock. As of

September 28, 2020,

Concierge has advanced Gourmet Foods approximately

US$450,000.

The final payment of

NZ$400,000

is due on

September 30, 2020,

subject to adjustment depending on collection of acquired accounts receivable, undisclosed liabilities and other such criteria that

may

have affected the value of the assets acquired. As of

September 28, 2020,

management is continuing to evaluate the fair market value of the acquired fixed assets as well awaiting final determination of the assumed receivables and liabilities that will affect the final purchase price. As a result, the Company has

not

yet completed its purchase price allocation or the resulting calculations necessary to present pro forma financial information. These items will be included in subsequent periodic filings when the accounting for the acquisition is complete.

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Note 15 - Segment Reporting

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 15. 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

June 30, 2020

 and

June 30, 2019

:

	As of June 30, 2020		As of June 30, 2019
Identifiable assets:
Corporate headquarters	$	3,024,690	$	2,730,805
U.S.A. : fund management		12,834,581		10,878,549
U.S.A. : beauty products		3,611,471		3,780,278
New Zealand: food industry		2,606,256		1,838,800
Canada: security systems		2,347,327		2,025,176
Consolidated	$	24,424,325	$	21,253,608

The following table presents a summary of operating information for the years ended

June 30, 2020

 and

June 30, 2019

:

	Year Ended June 30, 2020			Year Ended June 30, 2019
Revenues:
U.S.A. : beauty products	$	3,883,953		$	3,621,246
U.S.A. : investment fund management		15,459,061			15,021,439
New Zealand : food industry		4,745,821			4,747,358
Canada : security systems		2,660,153			3,558,580
Consolidated	$	26,748,988		$	26,948,623
Net income (loss):
Corporate headquarters	$	(1,913,413	)	$	(1,223,930	)
U.S.A. : beauty products		215,620			406,963
U.S.A. : investment fund management		2,850,451			687,755
New Zealand : food industry		326,448			(13,326	)
Canada : security systems		294,295			404,387
Consolidated	$	1,773,401		$	261,849

The following table presents a summary of net capital expenditures for the year ended

June 30:

	2020		2019
Capital expenditures:
U.S.A. : corporate headquarters	$	2,786	$	-
U.S.A. : beauty products		6,242		5,501
U.S.A.: investment fund management		-		-
New Zealand: food industry		133,975		48,856
Canada: security systems		416,271		(4,192	)
Consolidated	$	559,274	$	50,165

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

June 30:

	2020			2019
Asset location:
U.S.A. : corporate headquarters	$	17,091		$	14,305
U.S.A. : beauty products		16,987			10,745
U.S.A.: investment fund management		-			-
New Zealand: food industry		1,721,195			1,659,186
Canada: security systems		929,712			348,435
Total all locations		2,684,985			2,032,671
Less accumulated depreciation		(1,487,793	)		(1,275,657	)
Net property, plant and equipment	$	1,197,192		$	757,014

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Note 14 - Commitments and Contingencies

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 14. COMMITMENTS AND CONTINGENCIES

Lease Commitments

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, accrued expenses, and long-term operating lease liabilities in the Consolidated Balance Sheets. Right-of-use assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The operating lease right-of-use assets also include any lease payments made at or before the commencement date and are reduced by any lease incentives received. The Company's lease terms

may

include options to extend or

not

terminate the lease when it is reasonably certain that it will exercise any such options. For the majority of its leases, the Company concluded that it is

not

reasonably certain that any renewal options would be exercised, and, therefore, the amounts are

not

recognized as part of operating lease right-of-use assets nor operating lease liabilities. Leases with an initial term of

12

months or less, and certain office equipment leases which are deemed insignificant, are

not

recorded on the balance sheet and expensed as incurred and included within rent expense under general and administrative expense. Lease expense is recognized on a straight-line basis over the expected lease term.

The Company's most significant leases are real estate leases of office, warehouse and production facilities. The remaining operating leases are primarily comprised of leases of printers and other equipment which are deemed insignificant. For all operating leases, the Company has elected the practical expedient permitted under Topic

842

to combine lease and non-lease components. As a result, non-lease components, such as common area or equipment maintenance charges, are accounted for as a single lease element. The Company does

not

have any finance leases.

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

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

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

three

-year terms, with some options to renew for an additional term. The leases mature between

August 2021

and

September 2022,

and require monthly rental payments of approximately

US$8,269

(GST

not

included) translated to U.S. currency as of

June 30, 2020

. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately

US$2,423

translated to U.S. currency as of

June 30, 2020

. 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

$8,277.

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

December 2024.

Minimum monthly lease payments are approximately

$12,000

with increases annually.

For years ended

June 30, 2020

 and

2019

, the combined lease payments of the Company and its subsidiaries totaled

$407,042

and

$413,429,

respectively, and recorded under general and administrative expense in the Consolidated Statements of Operations. As of

June 30, 2020

 the Consolidated Balance Sheets included operating lease right-of-use assets totaling

$733,917,

recorded net of

$37,213

in deferred rent, and

$770,457

in total Operating lease liabilities.

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

Year Ended June 30,	Lease Amount
2021	$	352,825
2022		232,262
2023		203,786
2024		108,018
Total minimum lease payments		896,891
Less: Present value discount		(126,434	)
Total operating lease liabilities	$	770,457

The weighted average remaining lease term for the Company's operating leases was 

4.15

years as of  

June 30, 2020

 and a weighted-average discount rate of

5.8%

 was used to determine the total operating lease liabilities.  

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$70,696

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

NZ$20,000

(approximately

US$12,854

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

Other Agreements and Commitments 

USCF manages

four

funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of

June 30, 2020

and

June 30, 2019

the expense waiver payable was

$0.4

million and

$0.3

million, respectively. USCF has

no

obligation to continue such payments for these

four

funds into subsequent periods.

USCF Advisers previously managed

one

mutual fund, the USCF Commodity Strategy Fund ("USCFX" and USCIX") until it was liquidated on

March 21, 2019.

Prior to liquidation, USCF Advisers had an expense waiver provision for the USCF Commodity Strategy Fund, whereby, USCF Advisers reimbursed the USCF Commodity Strategy Fund when fund expenditure levels exceeded a certain threshold amount.  The expense fee waiver terminated upon the liquidation of the fund on

March 21, 2019. 

As Marygold builds out its application it enters into agreements with various service providers. As of

June 30, 2020

Marygold had future payment commitments with its primary service vendors totaling

$747,000

including

$147,000

due in 

2021

and approximately

$300,000

due in

2022

and

2023,

respectively. 

Litigation

From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. Currently, the legal proceedings pending against the Company are summarized in Item

3

herein. As of

June 30, 2020

and

2019

the Company has

not

accrued any liabilities for legal loss contingencies.

Retirement Plan

Wainwright's wholly owned subsidiary USCF, has a

401

(k) Profit Sharing Plan covering its employees who are over

21

years of age and who have completed a minimum of

1,000

hours of service and have worked for USCF for

one

or more years. Participants

may

make contributions pursuant to a salary reduction agreement. In addition, USCF makes a safe harbor matching contribution. Quarterly profit sharing contributions paid totaled approximately

$153

 thousand and

$95

thousand for each of the years ended 

June 30, 2020

 and

2019

, respectively.

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Note 13 - Income Taxes

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 13. INCOME TAXES

The following table summarizes income before income taxes:

	Years Ended June 30,
	2020		2019
U.S.	$	1,981,773	$	414,961
Foreign		354,590		193,902
Income before income taxes	$	2,336,363	$	608,863

Income Tax Provision

Provision for income tax as listed on the Consolidated Statements of Operations for the years ended

June 30, 2020

 and

2019

 are

$562,962

 and

$347,014,

respectively. 

Provision for taxes consisted of the following:

	Years Ended June 30,
	2020		2019
U.S. operations	$	425,639	$	183,025
Foreign operations		137,323		163,989
Total	$	562,962	$	347,014

Provisions for income tax consisted of the following as of the years ended:

For the year ended:	June 30, 2020			June 30, 2019
Current:
Federal	$	274,229		$	149,239
States		64,861			36,183
Foreign		179,709			188,009
Total current		518,799			373,431
Deferred:
Federal		94,273			(10,572	)
States		(7,723	)		8,175
Foreign		(42,387	)		(24,020	)
Total deferred		44,163			(26,417	)
Total	$	562,962		$	347,014

Tax effects of temporary differences that give rise to significant portions of the Company's deferred tax assets for the years ended

June 30, 2020

 and

2019

are presented below:

For the year ended:	June 30, 2020			June 30, 2019
Deferred tax assets:
Property and equipment and intangible assets - U.S.	$	529,694		$	619,483
Net operating loss		-			3,299
Capital loss carryover		-			167
Accruals, reserves and other - foreign		16,136			5,674
Accruals, reserves and other - U.S.		229,568			233,646
Leasing asset		125,480			-
Gross deferred tax assets		900,878			862,269
Less valuation allowance		-			(2,573	)
Total deferred tax assets	$	900,878		$	859,696
Deferred tax liabilities:
Intangible assets - foreign	$	(144,653	)		(176,578	)
Leasing liabilities		(117,270	)		-
Total deferred tax liabilities	$	(261,923	)	$	(176,578	)

The Company's accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Company's net deferred tax assets. The Company primarily considered such factors as the Company's history of operating losses; the nature of the Company's deferred tax assets and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible.  At present, the Company does believe that it is more likely than

not

that the deferred tax assets will be realized. Therefore, the valuation allowance was released as of the beginning of the year ended

June 30, 2020.

The valuation allowance decreased by

$2,573

 during the year ended 

June 30, 2020

 and decreased by

$9,811

 during the year ended

June 30, 2019

.

On

March 27, 2020

the U.S. enacted the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act). The Company has evaluated the provisions of the CARES Act and determined that it did

not

result in a significant impact on the Company's tax provision.

Income tax expense (benefit) for the years ended 

June 30, 2020

 and

June 30, 2019

 differed from the amounts computed by applying the statutory federal income tax rate of

21.00%

 to pretax income (loss) as a result of the following:

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate	$	490,638		$	127,861
State income taxes		43,517			36,760
Permanent differences		26,724			112,814
Foreign tax credit		(58,203	)		(43,930	)
Change in valuation allowance		(2,573	)		(9,761	)
Foreign rate differential		62,859			123,270
Total tax expense	$	562,962		$	347,014

For the year ended:	June 30, 2020			June 30, 2019
Federal tax expense (benefit) at statutory rate		21.00	%		21.00	%
State income taxes		1.86	%		6.04	%
Permanent differences		1.15	%		18.52	%
Foreign rate differential		2.69	%		20.25	%
Foreign tax credit		(2.49	)%		(7.22	)%
Change in valuation allowance		(0.11	)%		(1.60	)%
Total tax expense		24.10	%		56.99	%

Tax positions are evaluated in a

two

-step process. The Company

first

determines whether it is more likely than

not

that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-

not

recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than

50%

likely of being realized upon ultimate settlement. The aggregate changes in the balance of gross unrecognized tax benefits, which includes interest and penalties, for the years ended 

June 30, 2020

 and 

2019

 are as follows:

Balance at June 30, 2019	$	277,140
Additions based on tax positions taken during a prior period		12,597
Reductions based on tax positions taken during a prior period		-
Additions based on tax positions taken during the current period		-
Reductions based on tax positions taken during the current period		-
Reductions related to settlement of tax matters		-
Reductions related to a lapse of applicable statute of limitations		-
Balance at June 30, 2020	$	289,737

The Company files income tax returns in the United States, and various state and foreign jurisdictions. The federal, state and foreign income tax returns are subject to tax examinations for the tax years

2016

 through

2019

 as of year ended

June 30, 2020

. To the extent the Company has tax attribute carry forwards, the tax years in which the attribute was generated

may

still be adjusted upon examination by the U.S. Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period.  There were

no

ongoing examinations by taxing authorities as of

June 30, 2020

.

The Company had

$251,946

of unrecognized tax benefits as of

June 30, 2020 

and

2019

 that if recognized would affect the effective tax rate.  The Company does

not

anticipate a significant change to its unrecognized tax benefits in the year ending 

June 30, 2020

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of

June 30, 2020

, and

June 30, 2019

, the Company accrued and recognized as a liability

$37,792

and

$25,194,

respectively, of interest and penalties related to uncertain tax positions.  

XML

Document And Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2020	Sep. 28, 2020	Dec. 31, 2019
Document Information [Line Items]
Entity Registrant Name	CONCIERGE TECHNOLOGIES INC
Entity Central Index Key	0001005101
Current Fiscal Year End Date	--06-30
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
Entity Public Float			$ 8,848,302
Entity Shell Company	false
Document Type	10-K
Document Period End Date	Jun. 30, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Title of 12(g) Security	Common Stock, $0.001 par value
Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		37,412,519
Series B Convertible Preferred Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		53,032

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Note 12 - Stockholders' Equity

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

NOTE 1 2 . STOCKHOLDERS' EQUITY

Convertible Preferred Stock

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

20

shares of common stock and carries a vote of

20

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

February 7, 2019,

the Company converted

383,919

shares of Series B Voting, Convertible Preferred Stock to

7,678,380

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

53,032

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

June 30, 2020

.

Shares Issued for Services

On

August 15, 2019

the Company issued

175,000

shares of its common stock, par value

$0.001,

 as partial payment for services to be rendered in connection with an investment banking engagement letter. The fair market value of the shares, as determined by the closing price of CNCG stock listed at

$0.87

on the OTCQB exchange on

August 15, 2019,

was determined to be

$152,250.

The terms of the engagement provided for an earn-out of the shares over a

6

-month period from the effective date of the agreement. Accordingly, the Company released a portion of the shares each month. For the year ended

June 30, 2020, 

the Company incurred an expense of

$152,075

attributed to the release of shares due to performance under the engagement and

$175

recorded in the par value of common stock issued. 

Accumulated Other Comprehensive Income (Loss)

The following table presents activity for the years ending

June 30, 2020

 and

June 30, 2019

:

Balance as of June 30, 2018	$	148,808
Foreign currency translation (loss)		(44,516	)
Change in short-term investment valuation due to reclassification to earnings		(279,951	)
Balance as of June 30, 2019		(175,659	)
Foreign currency translation gain		30,915
Balance as of June 30, 2020	$	(144,744	)

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Note 11 - Loans - Property and Equipment

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Loan Commitments [Text Block]

NOTE 11. LOANS - PROPERTY AND EQUIPMENT

As of

June 30, 2020

, Brigadier had an outstanding principal balance of

CD$507,732

(approx.

US$373,041

translated as of

June 30, 2020

) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of

June 30, 2020

and

June 30, 2019

reflect the amount of the principal balance which is due within

twelve

months as a current liability of

US

$13,196

and a long term liability of

US

$359,845

.

As of

June 30, 2019

, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within

twelve

months were recorded in short term liabilities as

US$26,241,

and after

twelve

months as

US$61,057.

These loans were paid in full as of

June 30, 2020

, whereas there was

no

liability for the loan related to the property purchase as of

June 30, 2019

. Total interest on vehicle loans for the year ended

June 30, 2020

was

US$753,

as compared to the year ended

June 30, 2019

of

US$5,197.

Interest on the mortgage loan for the year ended

June 30, 2020

was

US$15,986,

with

no

mortgage interest being due prior to

July 1, 2019.

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Note 10 - Related Party Transactions

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 10. RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable consist of the following:

	June 30, 2020		June 30, 2019
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)	$	3,500	$	3,500
Notes payable to shareholder, interest rate of 4%, unsecured and payable on May 25, 2022		250,000		250,000
Notes payable to shareholder, interest rate of 4%, unsecured and payable on April 8, 2022		350,000		350,000
	$	603,500	$	603,500

Interest expense for all related party notes for the years ended

June 30, 2020

 and

2019

was

$24,347

and

$24,280,

respectively. Total accrued interest due related parties was

$105,315

and

$80,969

as of

June 30, 2020

and

2019,

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

$15.4

million and

$15.0

million for the years ended

June 30, 2020

and

2019

, respectively, were earned from these related parties. Accounts receivable, totaling

$2.6

million and

$1.0

million as of

June 30, 2020

and

June 30, 2019

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

$0.6

million and

$0.3

million and fund expense limitation amounts, totaling

$0.1

 million and

$0.2

million, for the years ended

June 30, 2020

and

2019

, respectively, were incurred on behalf of these related parties. Waivers payable, totaling

$0.4

 million and

$0.3

million as of

June 30, 2020

and

June 30, 2019

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

14

 to the Consolidated Financial Statements.

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Note 9 - Accounts Payable and Accrued Expenses

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

NOTE 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

	June 30, 2020		June 30, 2019
Accounts payable	$	1,363,672	$	1,720,902
Accrued interest		105,315		117,555
Taxes payable		60,539		181,563
Deferred rent		-		37,076
Accrued payroll, vacation and bonus payable		895,803		345,520
Accrued operating expenses		418,287		464,465
Total	$	2,843,616	$	2,867,081

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Note 8 - Goodwill

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Goodwill Disclosure [Text Block]

NOTE 8. 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

June 30, 2020

and

2019

were

$915,790

and

$915,790,

respectively.

Goodwill is comprised of the following amounts:

	As of June 30, 2020		As of June 30, 2019
Goodwill – Original Sprout	$	416,817	$	416,817
Goodwill – Gourmet Foods		147,628		147,628
Goodwill - Brigadier		351,345		351,345
Total	$	915,790	$	915,790

The Company tests for goodwill impairment at each reporting unit. There was

no

goodwill impairment for the year ended

June 30, 2020

 or

June 30, 2019

.

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Note 7 - Other Assets

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Other Assets Disclosure [Text Block]

NOTE 7. OTHER ASSETS

Other Current Assets

Other current assets totaling

$603,944

as of

June 30, 2020

 and

$546,105

as of

June 30, 2019

are comprised of various components as listed below.

	As of June 30, 2020		As of June 30, 2019
Prepaid expenses	$	394,473	$	462,215
Other current assets		209,471		83,890
Total	$	603,944	$	546,105

Investments

Wainwright, from time to time, provides initial investment 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 of the balance sheet date. Investments in which

no

controlling financial interest or significant influence exists are recorded at fair value with the change included in earnings on the Consolidated Statements of Operations. Investments in which

no

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

June 30, 2020

and

2019,

there were

no

investments in its ETP funds or investments requiring equity method investment accounting. As of

June 30, 2020

and

2019,

investments were approximately

$1.8

million and

$3.8

million, respectively.

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

June 30, 2020

 and

June 30, 2019

:

	As of June 30, 2020
			Gross		Gross			Estimated
			Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Money market funds	$	1,044,446	$	5,161	$	-		$	1,049,607
Other short term investments		770,094		-		-			770,094
Other equities		1,421		-		(606	)		815
Total short-term investments	$	1,815,961	$	5,161	$	(606	)	$	1,820,516

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

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

June 30, 2020

 and

June 30, 2019

using the fair value hierarchy:

	As of June 30, 2020
	Total		Level 1		Level 2		Level 3
Money market funds	$	1,049,607	$	1,049,607	$	-	$	-
Other short term investments		770,094		770,094		-		-
Other equities		815		815		-		-
Total	$	1,820,516	$	1,820,516	$	-	$	-

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

During the years ended

June 30, 2020

 and

2019

, there were

no

transfers between Level

1

and Level

2.

Restricted Cash

At

June 30, 2020

and

2019

, Gourmet Foods had on deposit approximately

NZ

$20,000

(approximately

US$12,854

and

US$13,437,

respectively after currency translation) securing a lease bond for

one

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

Long - Term Assets

Other long term assets totaling

$523,607

 at

June 30, 2020

and

June 30, 2019

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

(i)	$500,000 as of June 30, 2020 and June 30, 2019 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions. There was no impairment recorded for the years ended June 30, 2020 and June 30, 2019;
(ii)	and $23,607 as of June 30, 2020 and June 30, 2019 representing deposits and prepayments of rent.

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Note 6 - Intangible Assets

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

NOTE 6. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252		$	700,252
Brand name		1,142,122			1,142,122
Domain name		36,913			36,913
Recipes		1,221,601			1,221,601
Internally developed software		217,990			-
Non-compete agreement		274,982			274,982
Total		3,593,860			3,375,870
Less : accumulated amortization		(1,052,575	)		(716,147	)
Net intangibles	$	2,541,285		$	2,659,723

CUSTOMER RELATIONSHIP

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.

	June 30, 2020			June 30, 2019
Customer relationships	$	700,252			700,252
Less: accumulated amortization		(282,304	)		(203,492	)
Total customer relationships, net		417,948			496,760

BRAND NAME

On

August 11, 2015,

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

$61,429

and is amortized over the remaining useful life of

10

years. On

June 2, 2016,

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

$340,694

and is amortized over the remaining useful life of

10

years. On

December 18, 2017

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

$740,000

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

may

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

no

amortization recognized.

	June 30, 2020			June 30, 2019
Brand name	$	1,142,122		$	1,142,122
Less: accumulated amortization		(169,406	)		(129,084	)
Total brand name, net	$	972,716		$	1,013,038

DOMAIN NAME

On

August 11, 2015,

the Company acquired Gourmet Foods, Ltd. The fair value on the acquired domain name was estimated to be

$21,601

and is amortized over the remaining useful life of

5

years. On

June 2, 2016,

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

$15,312

and is amortized over the remaining useful life of

5

years.

	June 30, 2020			June 30, 2019
Domain name	$	36,913		$	36,913
Less: accumulated amortization		(33,744	)		(26,341	)
Total brand name, net	$	3,169		$	10,572

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. 

	June 30, 2020			June 30, 2019
Recipes and formulas	$	1,221,601		$	1,221,601
Less: accumulated amortization		(401,366	)		(246,622	)
Total recipes and formulas, net	$	820,235		$	974,979

NON-COMPETE AGREEMENT

On

June 2, 2016,

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

$84,982

and is amortized over the remaining useful life of

5

years. On

December 18, 2017

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

$190,000

and is amortized over the remaining useful life of

5

years.

	June 30, 2020			June 30, 2019
Non-compete agreement	$	274,982		$	274,982
Less: accumulated amortization		(165,755	)		(110,608	)
Total non-compete agreement, net	$	109,227		$	164,374

INTERNALLY DEVELOPED SOFTWARE

During the first few months of 2020, Marygold began incurring expenses in connection with the internal development of software applications that are planned for eventual integration to its consumer Fintech offering. Certain of these expenses, totaling $217,990 as of June 30, 2020, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of June 30, 2020, no amortization expense has been recorded for these intangible assets.

AMORTIZATION EXPENSE

The total amortization expense for intangible assets for the years ended 

June 30, 2020

 and

June 30, 2019

 was

$336,428

and

$335,508,

respectively.

Estimated amortization expenses of intangible assets for the next

five twelve

-month periods ending

June 30,

are as follows:

Years Ending June 30,	Expense
2021	$	325,862
2022		306,809
2023		286,507
2024		268,809
2025		253,545
Thereafter		1,099,753
Total	$	2,541,285

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Note 5 - Property and Equipment

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE 5. PROPERTY AND EQUIPMENT

Property, plant and equipment consisted of the following as of

June 30, 2020

 and

2019

:

	June 30, 2020			June 30, 2019
Plant and equipment	$	1,553,939		$	1,511,629
Furniture and office equipment		201,287			188,370
Land and buildings		559,362			-
Vehicles		370,397			332,672
Total property and equipment, gross		2,684,985			2,032,671
Accumulated depreciation		(1,487,793	)		(1,275,657	)
Total property and equipment, net	$	1,197,192		$	757,014

For the years ended

June 30, 2020

 and

2019

, depreciation expense for property, plant and equipment totaled

$265,398

and

$366,812,

respectively. 

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Note 4 - Inventories

12 Months Ended

Jun. 30, 2020

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 4. INVENTORIES

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

	June 30, 2020		June 30, 2019
Raw materials	$	288,422	$	208,284
Supplies and packing materials		174,636		188,035
Finished goods		711,545		612,343
Total inventories	$	1,174,603	$	1,008,662

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Note 3 - Basic and Diluted Net Income Per Share

12 Months Ended

Jun. 30, 2020

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. The Company does

not

have any options or warrants.

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

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

	For the year ended June 30, 2020
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	1,773,401		37,390,524	$	0.05
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		1,060,640		-
Diluted income per share	$	1,773,401		38,451,164	$	0.05

	For the year ended June 30, 2019
	Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	261,849		32,588,418	$	0.01
Effect of dilutive securities		-		-		-
Preferred stock Series B		-		5,709,741		-
Diluted income per share	$	261,849		38,298,159	$	0.01