Nevada |
000-29913 |
95-4442384 |
(state of
I.D. Number) |
(Commission File Number) |
(IRS Employerincorporation) |
Exhibit No. |
Description |
99.1 |
Financial Statements of Brigadier Security Systems (2000) Ltd. For the Years Ended October 31, 2015 and October 31, 2014. |
99.2 |
Condensed Interim Financial Statements of Brigadier Security Systems (2000) Ltd. For the Three and Six Months Period Ended April 30, 2016. |
99.3
|
Pro Forma Financial Information of Concierge Technologies, Inc. |
|
Concierge Technologies, Inc. |
| |
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Date: August 11, 2016
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By: |
/s/ Nicholas Gerber, |
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Nicholas Gerber, Chief Executive Officer |
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Exhibit 99.1 |
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Page |
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Management's Responsibility |
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Auditors' Report |
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Financial Statements |
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Statements of Financial Position |
1 |
|
Statements of Comprehensive Income |
2 |
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Statement of Changes in Equity |
3 |
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Statements of Cash Flows |
4 |
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Notes to the Financial Statements |
5 |
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Saskatoon, Saskatchewan
|
![]() |
May 6, 2016 |
Chartered Professional Accountants |
119 4th Ave South, Suite 800, Saskatoon, Saskatchewan, S7K 5X2, Phone: (306) 665-6766, 1 (877)500-0778 |
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October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
|
|
(Note 4) |
(Note 4) |
| |||
Assets |
|
|
|
Current |
|
|
|
Cash and cash equivalents |
297,542 |
125,953 |
452,538 |
Trade and other receivables (Note 6) |
827,199 |
798,692 |
565,156 |
Income taxes recoverable |
28,797 |
4,977 |
16,345 |
Inventories (Note 7) |
219,730 |
318,807 |
282,369 |
Prepaid expenses and deposits |
6,859 |
15,611 |
13,344 |
| |||
|
1,380,127 |
1,264,040 |
1,329,752 |
| |||
Non-current |
|
|
|
Property, plant and equipment (Note 8) |
37,286 |
54,113 |
107,096 |
Goodwill |
60,000 |
60,000 |
60,000 |
Advances to related parties (Note 9) |
- |
434,351 |
36,095 |
| |||
|
1,477,413 |
1,812,504 |
1,532,943 |
| |||
Liabilities |
|
|
|
Current |
|
|
|
Trade and other payables (Note 11) |
384,081 |
331,617 |
298,677 |
Bonuses payable |
100,000 |
100,000 |
100,000 |
Customer deposits |
11,202 |
13,938 |
- |
Payable to shareholders (Note 12) |
32,021 |
29,021 |
38,581 |
Advances from related parties (Note 13) |
200,000 |
- |
- |
| |||
|
727,304 |
474,576 |
437,258 |
Non-current |
|
|
|
Deferred income taxes (Note 15) |
5,488 |
5,407 |
7,295 |
Retractable and redeemable preferred shares (Note 14) |
867,217 |
867,217 |
867,217 |
| |||
|
1,600,009 |
1,347,200 |
1,311,770 |
|
Events after the reporting period (Note 20) |
Equity |
|
|
|
Share capital (Note 14) |
121 |
121 |
121 |
(Deficit) retained earnings |
(122,717) |
465,183 |
221,052 |
| |||
|
(122,596) |
465,304 |
221,173 |
| |||
|
1,477,413 |
1,812,504 |
1,532,943 |
| |||
Approved on behalf of the Board |
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|
|
“Pat Thompson”
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|
Director |
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|
2015 |
2014 |
|
|
(Note 4) |
| ||
Revenue |
|
|
Commercial |
2,273,729 |
2,146,097 |
Contract |
1,223,524 |
1,142,839 |
Monitoring |
482,988 |
482,935 |
Dog detection |
112,780 |
106,546 |
Commission |
1,249 |
1,090 |
| ||
|
4,094,270 |
3,879,507 |
Cost of sales |
1,370,441 |
1,113,941 |
| ||
Gross margin |
2,723,829 |
2,765,566 |
| ||
Gross margin as a percentage of revenue |
66.5% |
71.3% |
Expenses |
|
|
Advertising and promotion |
58,881 |
75,618 |
Automotive |
194,222 |
201,912 |
Bad debts |
985 |
1,277 |
Business taxes and licences |
39,217 |
40,763 |
Commissions |
219,008 |
196,568 |
Computer maintenance |
31,092 |
30,956 |
Contract work |
150,507 |
59,937 |
Custom fees |
3,931 |
2,608 |
Depreciation |
18,614 |
22,200 |
Guard service |
88,221 |
80,453 |
Interest and bank charges |
16,937 |
13,249 |
Management salary (Note 16) |
332,078 |
325,100 |
Meals and entertainment |
11,444 |
12,054 |
Professional fees |
20,121 |
15,896 |
Rental |
76,349 |
71,762 |
Repairs and maintenance |
22,444 |
21,249 |
Salaries, wages and benefits |
1,236,120 |
1,227,511 |
Supplies |
36,087 |
37,918 |
Telephone, fax and internet |
31,539 |
31,318 |
Training and education |
8,441 |
1,165 |
Travel and entertainment |
4,483 |
1,915 |
|
|
|
|
2,600,721 |
2,471,429 |
|
|
|
Operating income |
123,108 |
294,137 |
| ||
Other income (expense) |
|
|
Interest |
449 |
2,217 |
Loss on disposal of property, plant and equipment |
- |
(14,843) |
| ||
|
449 |
(12,626) |
|
|
|
Income before income taxes |
123,557 |
281,511 |
| ||
Provision for (recovery of) income taxes (Note 15) |
|
|
Current |
16,725 |
39,268 |
Deferred |
81 |
(1,888) |
| ||
|
16,806 |
37,380 |
| ||
Comprehensive income |
106,751 |
244,131 |
|
|
Share capital |
Retained earnings (deficit) |
Total equity |
|
|
|
|
Balance November 1, 2013 |
121 |
221,052 |
221,173 |
Comprehensive income |
- |
244,131 |
244,131 |
Balance October 31, 2014 |
121 |
465,183 |
465,304 |
Comprehensive income |
- |
106,751 |
106,751 |
Dividends |
- |
(700,898) |
(700,898) |
Refundable dividend taxes paid |
- |
6,247 |
6,247 |
Balance October 31, 2015 |
121 |
(122,717) |
(122,596) |
|
|
|
|
|
2015 |
2014 |
|
Cash provided by (used for) the following activities |
|
|
Operating activities |
|
|
Comprehensive income |
106,751 |
244,131 |
Depreciation |
18,614 |
22,200 |
Deferred income taxes |
81 |
(1,888) |
Loss on disposal of property, plant and equipment |
- |
14,843 |
Changes in working capital accounts |
|
|
Trade and other receivables |
(28,506) |
(233,536) |
Income taxes recoverable |
(23,820) |
11,368 |
Inventories |
99,077 |
(36,438) |
Prepaid expenses and deposits |
8,752 |
(2,267) |
Trade and other payables |
52,463 |
32,940 |
Customer deposits |
(2,736) |
13,938 |
| ||
Cash provided by operating activities |
230,676 |
65,291 |
| ||
Financing activities |
|
|
Amounts advanced (repayments to) shareholders |
21,256 |
(27,816) |
Amounts advanced from related parties |
616,095 |
- |
Repayments to related parties |
- |
(380,000) |
Dividends |
(700,898) |
- |
Refundable dividend tax credit |
6,247 |
- |
| ||
Cash used in financing activities |
(57,300) |
(407,816) |
| ||
Investing activities |
|
|
Purchases of property, plant and equipment |
(1,787) |
(18,537) |
Proceeds from disposal of property, plant and equipment |
- |
34,477 |
| ||
Cash (used in) provided by investing activities |
(1,787) |
15,940 |
| ||
Increase (decrease) in cash and cash equivalents |
171,589 |
(326,585) |
Cash and cash equivalents, beginning of year |
125,953 |
452,538 |
| ||
Cash and cash equivalents, end of year |
297,542 |
125,953 |
|
|
|
ASPE |
Adjustments |
IFRS |
Equity |
|
|
|
Retained earnings |
1,088,269 |
(867,217) |
221,052 |
Non-current liabilities |
|
|
|
Retractable and redeemable preferred shares |
- |
867,217 |
867,217 |
| |||
Total net assets and equity |
1,088,269 |
- |
1,088,269 |
|
|
|
Rate |
Automotive |
declining balance |
30% |
Computer equipment |
declining balance |
30-55% |
Furniture and fixtures |
declining balance |
20% |
|
|
|
|
October 31 |
October 31 |
November 1
|
|
2015 |
2014 |
2013 |
Trade receivables |
828,063 |
810,271 |
578,644 |
Less: Allowance for doubtful accounts |
864 |
11,579 |
13,488 |
|
|
|
|
|
827,199 |
798,692 |
565,156 |
|
|
October
31 |
October
31 |
November
1 |
|
2015 |
2014 |
2013 |
Inventory |
219,730 |
318,807 |
282,369 |
|
|
Computer equipment |
Automotive |
Furniture and fixtures |
Total |
|
|
|
|
|
Cost |
|
|
|
|
Balance at November 1, 2013 |
64,476 |
167,199 |
71,734 |
303,409 |
Additions |
15,502 |
- |
3,035 |
18,537 |
Disposals |
- |
(76,886) |
- |
(76,886) |
Balance at October 31, 2014 |
79,978 |
90,313 |
74,769 |
245,060 |
|
|
|
|
|
Additions |
1,787 |
- |
- |
1,787 |
Balance at October 31, 2015 |
81,765 |
90,313 |
74,769 |
246,847 |
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
Balance at November 1, 2013 |
53,790 |
93,083 |
49,440 |
196,313 |
Depreciation |
10,005 |
7,429 |
4,766 |
22,200 |
Disposals |
- |
(27,566) |
- |
(27,566) |
Balance at October 31, 2014 |
63,795 |
72,946 |
54,206 |
190,947 |
Depreciation |
9,296 |
5,201 |
4,117 |
18,614 |
Balance at October 31, 2015 |
73,091 |
78,147 |
58,323 |
209,561 |
|
|
|
|
|
Net book value |
|
|
|
|
November 1, 2013 |
10,686 |
74,116 |
22,294 |
107,096 |
At October 31, 2014 |
16,183 |
17,367 |
20,563 |
54,113 |
At October 31, 2015 |
8,674 |
12,166 |
16,446 |
37,286 |
|
|
October
31 |
October
31 |
November
1 |
|
2015 |
2014 |
2013 |
Lukbak Technologies |
- |
416,095 |
36,095 |
Bob Freberg |
- |
18,256 |
- |
|
|
|
|
|
- |
434,351 |
36,095 |
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Trade accounts payable |
296,738 |
228,653 |
232,847 |
Goods and Services Tax payable |
12,848 |
24,541 |
10,056 |
Vacation payable |
61,062 |
60,511 |
47,174 |
Provincial sales tax payable |
13,433 |
17,912 |
8,600 |
|
|
|
|
|
384,081 |
331,617 |
298,677 |
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Pat Thompson |
32,021 |
29,021 |
26,116 |
Bob Freberg |
- |
- |
12,465 |
|
|
|
|
|
32,021 |
29,021 |
38,581 |
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Lukbak Technologies |
200,000 |
- |
- |
|
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Authorized and issued |
|
|
|
10,000 Class B common voting shares |
79 |
79 |
79 |
597,218 Class F non-voting, redeemable, non-participating |
597,239 |
597,239 |
597,239 |
269,999 Class H non-voting, redeemable, non-participating |
270,020 |
270,020 |
270,020 |
|
|
|
|
|
867,338 |
867,338 |
867,338 |
597,218 Class F shares reflected as a liability |
(597,218) |
(597,218) |
(597,218) |
269,999 Class H shares reflected as a liability |
(269,999) |
(269,999) |
(269,999) |
|
|
|
|
|
(867,217) |
(867,217) |
(867,217) |
|
|
|
|
|
121 |
121 |
121 |
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Current tax expense |
|
|
|
Current year |
16,725 |
39,268 |
- |
| |||
Deferred tax expense (recovery) |
|
|
|
Relating to the origination and reversal of temporary differences |
81 |
(1,888) |
- |
|
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Deferred tax liability |
|
|
|
Property, plant and equipment |
(5,488) |
(5,407) |
(7,295) |
| |||
Deferred tax liability is reflected in the balance sheet as follows |
|
|
|
Deferred tax liabilities |
5,488 |
5,407 |
7,295 |
|
|
|
2015 |
2014 |
Salaries, including bonuses |
332,078 |
325,100 |
|
|
2015 |
2014 |
Purchase of equipment |
3,250 |
62,951 |
Rent paid |
38,576 |
38,576 |
Automotive |
90,000 |
83,250 |
|
|
|
|
131,826 |
184,777 |
|
|
Less than one month past due |
One month to less than three months past due |
Three months to less than one year past due |
One year to less than five years past due |
Thereafter |
Total |
Trade receivables |
455,220 |
228,831 |
144,012 |
- |
- |
828,063 |
|
Less than one month past due |
One month to less than three months past due |
Three months to less than one year past due |
One year to less than five years past due |
Thereafter |
Total |
Trade receivables |
633,630 |
136,181 |
40,460 |
- |
- |
810,271 |
|
|
October 31 |
October 31 |
November 1 |
|
2015 |
2014 |
2013 |
Retained earnings (deficit) |
(122,717) |
465,183 |
221,052 |
|
|
|
Page |
|
Condensed Interim Financial Statements |
|
|
Unaudited Condensed Interim Statement of Financial Position |
1 |
|
Unaudited Condensed Interim Statement of Comprehensive Income (Loss) |
2 |
|
Unaudited Condensed Interim Statement of Changes in Equity (Deficit) |
3 |
|
Unaudited Condensed Interim Statement of Cash Flows |
4 |
|
Notes to the Condensed Interim Financial Statements |
5 |
|
Schedule 1 – Schedule of Operating Expenses 666 |
9 |
|
|
April 30, 2016
(unaudited) |
October 31, 2015
(audited) |
|
|
|
Assets |
|
|
Current |
|
|
Cash and cash equivalents |
375,863 |
297,542 |
Trade and other receivables (Note 6) |
639,674 |
827,199 |
Income taxes recoverable |
- |
28,797 |
Inventories |
204,497 |
219,730 |
Prepaid expenses and deposits |
19,579 |
6,859 |
Receivable from shareholder |
458 |
- |
|
|
|
|
1,240,071 |
1,380,127 |
Non-current |
|
|
Property, plant and equipment (Note 4) |
27,646 |
37,286 |
Goodwill |
60,000 |
60,000 |
|
|
|
|
1,327,717 |
1,477,413 |
|
|
|
Liabilities |
|
|
Current |
|
|
Trade and other payables |
267,604 |
384,081 |
Bonuses payables |
- |
100,000 |
Customer deposits |
- |
11,202 |
Income taxes payable |
15,247 |
- |
Payable to shareholders |
- |
32,021 |
Advances from related party |
- |
200,000 |
|
|
|
|
282,851 |
727,304 |
Non-current |
|
|
Deferred income taxes |
5,488 |
5,488 |
Retractable and redeemable preferred shares |
867,217 |
867,217 |
|
|
|
|
1,155,556 |
1,600,009 |
|
|
|
Events after the reporting period (Note 8) |
|
|
|
|
|
Equity |
|
|
Share capital (Note 5) |
121 |
121 |
|
|
|
Retained earnings (deficit) |
172,040 |
(122,717) |
|
|
|
|
172,161 |
(122,596) |
|
|
|
|
1,327,717 |
1,477,413 |
|
|
|
Approved on behalf of the Board |
|
|
|
|
|
Nicole Robinson |
|
|
Director |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements |
|
|
|
For the Three-Month Period Ending April 30, |
For the Six-Month Period Ending April 30, | ||
|
2016 |
2015 |
2016 |
2015 |
|
|
|
|
|
Revenue |
|
|
|
|
Commercial |
603,307 |
512,377 |
1,243,795 |
1,030,288 |
Contract |
256,951 |
259,447 |
560,582 |
607,682 |
Monitoring |
120,965 |
121,224 |
241,271 |
241,771 |
Dog detection |
27,434 |
33,573 |
57,634 |
67,635 |
Commission |
301 |
281 |
677 |
656 |
|
|
|
|
|
|
1,008,958 |
926,902 |
2,103,959 |
1,948,032 |
Cost of Sales |
265,221 |
431,236 |
517,506 |
633,963 |
|
|
|
|
|
Gross margin |
743,737 |
495,666 |
1,586,453 |
1,314,069 |
|
|
|
|
|
Gross margin as a percentage of revenue |
73.7% |
53.5% |
75.4% |
67.5% |
|
|
|
|
|
Operating expenses (Schedule 1) |
559,696 |
691,512 |
1,250,088 |
1,371,107 |
|
|
|
|
|
Earnings (loss) from operations |
184,041 |
(195,846) |
336,365 |
(57,038) |
|
|
|
|
|
Other income (expense) |
|
|
|
|
Interest |
51 |
79 |
107 |
146 |
Gain on sale of property, plant and equipment |
2,329 |
- |
2,329 |
- |
Rental |
(600) |
- |
- |
- |
|
|
|
|
|
|
1,780 |
79 |
2,436 |
146 |
|
|
|
|
|
Income (loss) before income taxes |
185,821 |
(195,767) |
338,801 |
(56,892) |
|
|
|
|
|
Provision for income taxes |
20,252 |
4,182 |
44,044 |
8,363 |
|
|
|
|
|
Comprehensive income (loss) |
165,569 |
(199,949) |
294,757 |
(65,255) |
|
|
|
|
|
The accompanying notes are an integral part of these financial statements |
|
|
|
Share capital |
Retained earnings
(deficit) |
Total equity
(deficit) |
|
|
|
|
Balance November 1, 2014 |
121 |
465,183 |
465,304 |
Comprehensive income for the year |
- |
106,751 |
106,751 |
Dividends |
- |
(700,898) |
(700,898) |
Refundable dividend taxes paid |
- |
6,247 |
6,247 |
|
|
|
|
Balance October 31, 2015 |
121 |
(122,717) |
(122,596) |
Comprehensive income for the period |
- |
294,757 |
294,757 |
|
|
|
|
Balance April 30, 2016 |
121 |
172,040 |
172,161 |
|
For the Six-Month Period Ending April 30, | |
|
2016 |
2015 |
|
|
|
Cash provided by (used for) the following activites |
|
|
Operating activites |
|
|
Comprehensive income |
294,757 |
(65,255) |
Depreciation |
9,329 |
11,100 |
Gain on sale of property, plant and equipment |
(2,329) |
- |
|
|
|
Changes in working capital accounts |
|
|
Trade and other receivables |
187,525 |
149,326 |
Income taxes recoverable |
44,044 |
8,363 |
Inventories |
15,233 |
(41,067) |
Prepaid expenses and deposits |
(12,720) |
15,611 |
Trade and other payables |
(116,475) |
48,965 |
Bonus payable |
(100,000) |
(100,000) |
Customer deposits |
(11,202) |
- |
|
|
|
Cash provided by operating activities |
308,162 |
27,043 |
|
|
|
Financing activities |
|
|
Amounts advanced from (repayments to) shareholders |
(32,479) |
454 |
Advances from (repayment to) related party |
(200,000) |
180,000 |
|
|
|
Cash (used in) provided by finacing activities |
(232,479) |
180,454 |
|
|
|
Investing activities |
|
|
Proceeds from sale of property, plant and equipment |
2,638 |
- |
|
|
|
Increase in cash and cash equivalents |
78,321 |
207,497 |
|
|
|
Cash and cash equivalents, beginning of period |
297,542 |
125,953 |
|
|
|
Cash and cash equivalents, end of period |
375,863 |
333,450 |
|
|
|
The accompanying notes are an integral part of these financial statements |
|
|
|
|
Computer equipment |
Automotive |
Furniture and fixtures |
Total |
Cost |
|
|
|
|
Balance at November 1, 2014 |
79,978 |
90,313 |
74,769 |
245,060 |
Additions |
1,787 |
- |
- |
- |
Balance at October 31, 2015 |
81,765 |
90,313 |
74,769 |
246,847 |
|
|
|
|
|
Disposals |
(114) |
(6,356) |
- |
(6,470) |
Balance at April 30, 2016 |
81,651 |
83,957 |
74,769 |
240,377 |
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
Balance at November 1, 2014 |
63,795 |
72,946 |
54,206 |
190,947 |
Depreciation |
9,296 |
5,201 |
4,117 |
18,614 |
Balance at October 31, 2015 |
73,091 |
78,147 |
58,323 |
209,561 |
Depreciation |
4,650 |
2,621 |
2,058 |
9,329 |
Disposals |
- |
(6,159) |
- |
(6,159) |
Balance at April 30, 2016 |
77,741 |
74,609 |
60,381 |
212,731 |
|
|
|
|
|
Net book value |
|
|
|
|
At October 31, 2015 |
8,674 |
12,166 |
16,446 |
37,286 |
At April 30, 2016 |
3,910 |
9,348 |
14,388 |
27,646 |
|
April 30, |
October 31, |
|
2016
(unaudited) |
2015
(audited) |
Authorized and issued |
|
|
10,000 Class B common voting shares |
79 |
79 |
597,218 Class F non-voting, redeemable, non-participating |
597,239 |
597,239 |
269,999 Class H non-voting, redeemable, non-participating |
270,020 |
270,020 |
| ||
|
867,338 |
867,338 |
597,218 Class F shares reflected as a liability |
(597,218) |
(597,218) |
269,999 Class H shares reflected as a liability |
(269,999) |
(269,999) |
| ||
|
(867,217) |
(867,217) |
| ||
|
121 |
121 |
|
|
|
Less than one month past due
|
One month to less than three months past due
|
Three months to less than one year past due
|
One year to less than five years past due
|
Thereafter
|
Total
|
Trade receivables |
354,790 |
188,710 |
96,174 |
- |
- |
639,674 |
|
Less than one month past due
|
One month to less than three months past due
|
Three months to less than one year past due
|
One year to less than five years past due
|
Thereafter
|
Total
|
Trade receivables |
454,356 |
228,831 |
144,012 |
- |
- |
827,199 |
|
April 30 |
October 31 |
|
2016 |
2015 |
|
(unaudited) |
(audited) |
Retained earnings (deficit)172,040 |
(122,717) |
|
|
For the Three-Month Period Ending April 30, |
For the Six-Month Period Ending April 30, | ||
|
2016 |
2015 |
2016 |
2015 |
|
|
|
|
|
Operating expenses |
|
|
|
|
Salaries, wages and benefits |
378,099 |
368,650 |
709,462 |
699,146 |
Automotive |
47,440 |
49,550 |
94,372 |
96,653 |
Commissions |
30,445 |
46,125 |
104,157 |
105,170 |
Professional fees |
22,587 |
7,727 |
28,087 |
13,752 |
Advertising and promotion |
21,550 |
23,129 |
48,238 |
30,691 |
Rental |
20,971 |
18,285 |
38,745 |
36,174 |
Security |
10,234 |
19,492 |
25,248 |
44,705 |
Telephone, fax and internet |
7,481 |
8,185 |
16,660 |
16,084 |
Contract work |
6,899 |
28,080 |
18,117 |
52,119 |
Travel and entertainment |
5,714 |
1,896 |
6,807 |
3,283 |
Repairs and maintenance |
5,491 |
5,489 |
10,888 |
10,881 |
Supplies |
5,417 |
5,519 |
13,880 |
17,468 |
Depreciation |
4,676 |
5,550 |
9,329 |
11,100 |
Computer maintenance |
4,631 |
4,637 |
14,981 |
13,065 |
Bad debt (recovery) |
4,204 |
- |
4,204 |
- |
Interest and bank charges |
3,704 |
3,911 |
8,256 |
8,908 |
Meals and entertainment |
3,095 |
4,163 |
4,588 |
5,916 |
Custom fees |
534 |
1,516 |
915 |
2,338 |
Training and education |
514 |
3,492 |
514 |
4,352 |
Business taxes and licenses (income) |
(7,670) |
99 |
22,737 |
29,447 |
Management salary (recovery) |
(16,320) |
86,017 |
69,903 |
169,855 |
|
|
|
|
|
|
559,696 |
691,512 |
1,250,088 |
1,371,107 |
|
Page |
|
|
|
|
Unaudited Pro-Forma Condensed Combined Balance Sheet as of June 30, 2015 |
F-3 |
|
|
Unaudited Pro-Forma Condensed Combined Statement of Operations for the year ended June 30, 2015 |
F-4 |
|
|
Unaudited Pro-Forma Condensed Combined Balance Sheet as of March 31, 2016 |
F-5 |
|
|
Unaudited Pro-Forma Condensed Combined Statement of Operations for the nine-month period ended March 31, 2016 |
F-6 |
|
|
Notes to unaudited Pro-Forma Condensed Combined Financial Statements |
F-7 |
|
Concierge Pro Forma Financial Statements (adjusted for the acquisition of Gourmet Foods Ltd.) |
Brigadier Security Systems |
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
ASSETS |
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
Cash & cash equivalents |
$455,612 |
641,002 |
(710,174) |
a,b,c,d |
$386,439 |
Accounts receivable |
$306,451 |
373,099 |
|
|
$679,550 |
Inventory, net |
$395,000 |
244,038 |
|
|
$639,038 |
Other current assets |
$53,985 |
5,020 |
|
|
$59,004 |
Total current assets |
1,211,047 |
1,263,158 |
(710,174) |
|
1,764,031 |
|
|
|
|
|
|
Deposit |
$- |
|
|
|
$- |
Property and equipment, net |
$1,276,940 |
42,789 |
|
|
$1,319,728 |
Pro forma Goodwill |
$202,499 |
45,928 |
960,667 |
e |
$1,209,095 |
Total assets |
$2,690,486 |
$1,351,875 |
$250,493 |
|
$4,292,854 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
Accounts payable and accrued expenses |
$625,729 |
339,616 |
52,000 |
f |
$1,017,345 |
Debentures payable - related parties |
$- |
|
1,300,000 |
g |
$1,300,000 |
Notes payable - related parties |
$8,500 |
|
|
|
$8,500 |
Notes payable |
$8,500 |
|
|
|
$8,500 |
Shareholder advance |
$(0) |
8,587 |
|
|
$8,587 |
Total liabilities |
$642,729 |
$348,203 |
$1,352,000 |
|
$2,342,932 |
|
|
|
|
|
|
COMMITMENT & CONTINGENCY |
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
|
|
|
Preferred stock |
- |
93 |
(93) |
h |
$- |
Series B |
37,543 |
|
|
|
$37,543 |
Common stock |
679,537 |
|
|
|
$679,537 |
Additional paid-in capital |
7,680,248 |
|
|
|
$7,680,248 |
Accumulated earnings (deficit) |
(6,349,570) |
1,003,579 |
(1,101,415) |
e,f |
$(6,447,406) |
Total Stockholders' equity (deficit) |
2,047,758 |
1,003,672 |
(1,101,508) |
|
1,949,922 |
Total liabilities and Stockholders' equity (deficit) |
$2,690,487 |
$1,351,875 |
$250,492 |
|
$4,292,854 |
|
Concierge Pro Forma Financial Statements (adjusted for the acquisition of Gourmet Foods Ltd.) |
Brigadier Security Systems |
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Net revenue |
$4,983,135 |
$3,577,671 |
|
|
$8,560,806 |
|
|
|
|
|
|
Cost of revenue |
3,626,303 |
1,106,816 |
|
|
4,733,119 |
|
|
|
|
|
|
Gross profit |
1,356,832 |
2,470,855 |
- |
|
3,827,687 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating expense |
|
|
|
|
|
General & administrative expense |
1,528,315 |
2,239,631 |
97,928 |
e,f |
3,865,874 |
Operating Income (Loss) |
(171,483) |
231,224 |
(97,928) |
|
(38,187) |
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
Other income (expense) |
12,170 |
(13,391) |
|
|
(1,222) |
Interest income (expense) |
(60,645) |
701 |
|
|
(59,945) |
Total other income (expense) |
(48,476) |
(12,691) |
- |
|
(61,166) |
|
|
|
|
|
|
Net Income (Loss) before income taxes |
(219,958) |
218,533 |
(97,928) |
|
(99,353) |
|
|
|
|
|
|
Provision of income taxes |
(8,037) |
29,054 |
|
|
21,017 |
|
|
|
|
|
|
Net Income (Loss) |
$(211,922) |
$189,480 |
$(97,928) |
|
$(120,370) |
|
|
|
|
|
|
Weighted average shares of common stock * |
|
|
|
|
|
Basic & Diluted |
472,293,364 |
|
|
|
472,293,364 |
Diluted |
849,749,735 |
|
|
|
849,749,735 |
|
|
|
|
|
|
Net loss per common share - continuing operations |
|
|
|
|
|
Basic & Diluted |
$(0.00) |
|
|
|
$(0.00) |
|
Concierge Technologies |
Bridgadier Security Systems |
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
ASSETS |
|
|
|
|
|
CURRENT ASSETS: |
|
|
|
|
|
Cash & cash equivalents |
$878,981 |
$299,375 |
$(834,127) |
a,b,c,d |
$344,229 |
Accounts receivable, net |
177,266 |
509,500 |
|
|
686,767 |
Inventory, net |
295,329 |
162,882 |
|
|
458,211 |
Pre Payments |
- |
15,595 |
|
|
15,595 |
Other current assets |
12,331 |
365 |
|
|
12,695 |
Total current assets |
1,363,906 |
987,717 |
(834,127) |
|
1,517,496 |
|
|
|
|
|
|
Deposits |
172,857 |
|
(150,333) |
i |
22,524 |
Property and equipment, net |
1,257,340 |
22,020 |
|
|
1,279,360 |
Goodwill |
268,431 |
47,790 |
958,805 |
e |
1,275,026 |
Total assets |
$3,062,535 |
$1,057,527 |
$(25,655) |
|
$4,094,407 |
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES: |
|
|
|
|
|
Accounts payable and accrued expenses |
$638,302 |
$225,291 |
39,000 |
f |
902,593 |
Convertible Promissory Note payable - related parties, net |
450,000 |
|
850,000 |
g |
1,300,000 |
Notes payable - related parties |
8,500 |
|
|
|
8,500 |
Notes payable |
8,500 |
|
|
|
8,500 |
Other current liabilities |
- |
4,371 |
|
|
4,371 |
Retractable and redeemable preferred shares |
|
690,738 |
(690,738) |
|
- |
Total liabilities |
1,105,302 |
920,400 |
198,262 |
|
2,223,964 |
|
|
|
|
|
|
COMMITMENT & CONTINGENCY |
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
Preferred stock, 50,000,000 authorized par $0.001 |
|
|
|
|
|
Series B: 3,754,355 issued and outstanding at March 31, 2016 and June 30, 2015 |
3,755 |
96 |
(96) |
h |
3,755 |
Common stock, $0.001 par value; 900,000,000 shares authorized; 67,953,870 shares issued and outstanding at March 31, 2016 and at June 30, 2015 |
67,954 |
|
|
|
67,954 |
Additional paid-in capital |
8,325,620 |
|
|
|
8,325,620 |
Accumulated other comprehensive income (loss) |
(1,083) |
|
|
|
(1,083) |
Accumulated deficit |
(6,439,012) |
137,030 |
(223,820) |
e,f |
(6,525,802) |
Total Stockholders' equity |
1,957,233 |
137,126 |
(223,916) |
|
1,870,443 |
Total liabilities and Stockholders' equity |
$3,062,535 |
$1,057,527 |
$(25,655) |
|
$4,094,407 |
|
Concierge Technologies |
Brigadier Security Systems |
Pro Forma Adjustments |
Notes |
Pro Forma Combined |
Net revenue |
$2,706,364 |
$2,566,448 |
|
|
$5,272,813 |
|
- |
|
|
|
|
Cost of revenue |
1,937,876 |
831,049 |
|
|
2,768,925 |
|
|
|
|
|
|
Gross profit |
768,488 |
1,735,399 |
|
|
2,503,888 |
|
|
|
|
|
|
Operating expense |
|
|
|
|
|
General & administrative expense |
840,843 |
1,571,476 |
|
|
2,412,319 |
|
|
|
|
|
|
Operating Income (Loss) |
(72,355) |
163,923 |
|
|
91,568 |
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
Other income (expense) |
10,555 |
- |
|
|
10,555 |
Interest income (expense) |
385 |
232 |
(86,790) |
e,f |
(86,173) |
Total other income (expense) |
10,940 |
232 |
|
|
(75,618) |
|
|
|
|
|
|
Net Income (Loss) before income taxes |
(61,414) |
164,155 |
|
|
15,950 |
|
|
|
|
|
|
Provision of income taxes |
28,028 |
19,688 |
|
|
47,716 |
|
|
|
|
|
|
Net Income (Loss) |
$(89,442) |
$144,467 |
|
|
$(31,765) |
|
|
|
|
|
|
Other Comprehensive Income (Loss) |
|
|
|
|
|
Foreign currency translation gain (loss) |
(1,083) |
|
|
|
$(1,083) |
Comprehensive Income (Loss) |
$(90,525) |
$144,467 |
|
|
$(32,848) |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares of common stock * |
|
|
|
|
|
Basic & Diluted |
67,953,870 |
|
|
|
67,953,870 |
Diluted |
67,953,870 |
|
|
|
67,953,870 |
Assets |
|
Cash |
80,377 |
Trade and other receivables |
443,414 |
Inventory |
238,107 |
Prepaid expenses |
8,165 |
Pro forma goodwill |
1,006,595 |
Furniture, fixtures and equipment |
20,451 |
Total Assets |
1,797,109 |
|
|
Liabilities |
|
Trade and other payables |
183,692 |
Income tax, net |
60,145 |
Customer deposits |
2,639 |
Total Liabilities |
246,476 |
Net Assets Acquired |
1,550,633 |