U.S.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
☒Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended December 31, 2016.
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
☐Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from         to         .
 
Commission File No. Number: 000-29913
 
CONCIERGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
  
State of Incorporation: Nevada
IRS Employer I.D. Number: 95-4442384
Nevada90-1133909
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
 
29115 Valley Center Rd. K-206
Valley Center, CA 92082
866-800-2978

(Address and telephone number of registrant's principal
executive offices and principal place of business)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒   Yes     [X]☐    No [ ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
  ☒   Yes     [X]☐    No [ ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer [ ]☐Accelerated filer [ ]☐   
Non-accelerated filer [ ]☐   (Do not check if a smaller reporting company)Smaller reporting company [X]☒
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐   Yes     [ ]☒   No [X]
 
As of November 14, 2016,February 10, 2017, there were 67,953,870886,753,847 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 3,754,35413,108,474 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.
 

 
 
 
TABLE OF CONTENTS
 
 Page
  
PART I -Part I. FINANCIAL INFORMATION3
  
Item 1. Financial Statements (Unaudited)31
  
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operations.		2223
  
Item 3. Quantitative and Qualitative Disclosures About Market Risk.2734
  
Item 4. Controls and ProceduresProcedures.2834
  
PART II – Other InformationPart II. OTHER INFORMATION2835
  
Item 1. Legal ProceedingsProceedings.2835
  
Item 1A. Risk FactorsFactors.2835
  
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.2835
  
Item 3. Defaults Upon Senior SecuritiesSecurities.2835
  
Item 4. Mine Safety DisclosuresDisclosures.2835
  
Item 5. Other InformationInformation.2835
  
Item 6. ExhibitsExhibits.3036
  
SIGNATURESSignatures3338
 

 
PART I – FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 
Index to Financial Statements
Documents Page
Condensed Consolidated Balance Sheets as of September 30,December 31, 2016 and June 30, 2016 (Unaudited)4
  
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Month Periods
and Six Months Ended September 30,December 31, 2016 and 2015 (Unaudited)5
  
Condensed Consolidated Statements of Cash Flows for the Three MonthSix Months Ended December 31, 2016 and 2015 (Unaudited) 6
Periods Ended September 30, 2016 and 2015(Unaudited)6
  
Notes to Unaudited Condensed Financial Statements7
Organization and Business Overview
On May 26, 2015, a new wholly-owned subsidiary of Concierge Technologies, Inc. (the “Company” or “Concierge”) named Kahnalytics, Inc. (“Kahnalytics”), was established in the State of California for the purpose of taking on the segment of the business retained in the spinoff of Janus Cam and to direct resources towards the further development of data processing capabilities intended for risk management used by vehicle insurance companies. As of September 30, 2016, Kahnalytics ended its sale of camera hardware to insurance companies and began providing an online platform where subscribers to the Kahnalytics Fleet Management Service (“FMS”) can track their vehicles, view event video clips, see programmable alert functions and use the live-streaming function to operate in-vehicle cameras in real time.
On August 11, 2015, Concierge acquired all of the issued and outstanding stock in Gourmet Foods, Ltd., a New Zealand corporation (“Gourmet Foods”) located in Tauranga, a commercial-scale manufacturer of New Zealand meat pies under the brand names “Ponsonby Pies” and “Pat’s Pantry”. Gourmet Foods distributes its products through major grocery store chains, convenience stores, small restaurants and gasoline station markets. The purchase price of $1,753,428 was paid in cash.
On June 2, 2016, Concierge acquired all of the issued and outstanding stock in Brigadier Security Systems, a Canadian corporation (“Brigadier”) located 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. The purchase price of $1,540,829 was paid in cash.
On December 9, 2016, Concierge acquired all of the issued and outstanding stock in Wainwright Holdings (“Wainwright”), a Delaware corporation, controlled as a group by our CEO and majority shareholder Nicholas Gerber together with affiliated shareholder Scott Schoenberger. Wainwright operates 13 investment funds in the commodities market with a total of approximately $4.5 billion under management. Wainwright earns revenues from contractual agreements providing for commissions and other expenses charged against the funds. The purchase price was paid in a stock-for-stock exchange whereby the sellers of Wainwright shares received in the aggregate a total of 818,799,976 shares of our common stock and 9,354,119 shares of our Series B Voting, Convertible, Preferred stock.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
 
 December 31,
2016
 
 
 June 30,
2016
 
ASSETS
 
 
 
 
As Adjusted
 
CURRENT ASSETS:
 
 
 
 
 
 
Cash & cash equivalents
 $7,080,786 
 $5,454,107 
Accounts receivable, net
  749,423 
  839,220 
Accounts receivable, related parties
  2,202,684 
  2,124,105 
Inventory, net
  496,037 
  436,541 
Investments
  837,546 
  993 
Other current assets
  1,263,521 
  755,509 
Total current assets
  12,629,997 
  9,610,477 
 
    
    
Restricted cash
  13,847 
  - 
Property and equipment, net
  1,036,045 
  1,166,693 
Goodwill
  219,256 
  219,256 
Intangible assets - net
  958,256 
  1,018,213 
Long term assets
  1,723,342 
  1,526,154 
Total assets
 $16,580,743 
 $13,540,793 
 
    
    
     LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
 
    
    
CURRENT LIABILITIES:
    
    
Accounts payable and accrued expenses
 $2,941,669 
 $2,396,017
Accounts payable, related parties
  939,385 
  448,930 
Purchase consideration payable
  - 
  214,035 
Notes payable - related parties
  3,500 
  8,500 
Notes payable
  8,500 
  8,500 
Convertible Promissory Notes Payable - related parties, net
  600,000 
  600,000 
Total liabilities
  4,493,054 
  3,675,982
 
    
    
Commitments & Contingencies
    
    
 
    
    
Convertible, Preferred stock, 50,000,000 authorized par $0.001
    
    
Series B: 13,108,474 issued and outstanding at December 31, 2016 and June 30, 2016
  13,108 
  13,108
 
  13,108 
  13,108
 
    
    
STOCKHOLDERS' EQUITY
    
    
Common stock, $0.001 par value; 900,000,000 shares authorized; 886,753,846 shares issued and outstanding at December 31, 2016 and at June 30, 2016
  886,754 
  886,754 
Additional paid-in capital
  9,058,605 
  9,058,605 
Accumulated other comprehensive income (loss)
  (99,702)
  (29,503)
Retained Earnings (Accumulated Deficit)
  2,228,923 
  (64,154)
Total Stockholders' equity
  12,074,580 
  9,851,702 
Total liabilities and Stockholders' equity
 $16,580,743 
 $13,540,793 
 
    
    
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.   
 
 

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)     
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
 
 
 September 30, 2016
 
 
 June 30, 2016
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS:
 
 
 
 
 
 
Cash & cash equivalents
 $991,800 
 $1,060,184 
Accounts receivable, net
  804,949 
  839,220 
Inventory, net
  445,575 
  436,541 
Other current assets
  20,847 
  24,876 
Total current assets
  2,263,171 
  2,360,821 
 
    
    
Restricted cash
  14,568 
  - 
Property and equipment, net
  1,152,717 
  1,166,693 
Goodwill
  219,256 
  219,256 
Intangible assets - net
  988,235 
  1,018,213 
Total assets
 $4,637,947 
 $4,764,983 
 
    
    
     LIABILITIES AND STOCKHOLDERS' EQUITY
    
    
 
    
    
CURRENT LIABILITIES:
    
    
Accounts payable and accrued expenses
 $1,001,603 
 $997,644 
Purchase consideration payable
  214,035 
  214,035 
Notes payable - related parties
  303,500 
  308,500 
Notes payable
  8,500 
  8,500 
Convertible Promissory Notes Payable - related parties, net
  1,300,000 
  1,300,000 
Total current liabilities
  2,827,639 
  2,828,680 
 
    
    
COMMITMENT & CONTINGENCY
    
    
 
    
    
STOCKHOLDERS' EQUITY
    
    
Preferred stock, 50,000,000 authorized par $0.001
    
    
Series B: 3,754,355 issued and outstanding at September 30, 2016 and June 30, 2016
  3,754 
  3,754 
Common stock, $0.001 par value; 900,000,000 shares authorized; 67,953,870 shares issued and outstanding at September 30, 2016 and at June 30, 2016
  67,954 
  67,954 
Additional paid-in capital
  8,325,620 
  8,325,620 
Accumulated other comprehensive income (loss)
  (39,241)
  (29,503)
Accumulated deficit
  (6,547,778)
  (6,431,522)
Total Stockholders' equity
  1,810,307 
  1,936,303 
Total liabilities and Stockholders' equity
 $4,637,947 
 $4,764,983 
 
 
For the Three-Month Periods Ending
 
 
For the Six-Month Periods Ending
 
 
 
 December 31,
 
 
 December 31,
 
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
 
 
 
 
 
As Adjusted
 
 
 
 
 
As Adjusted
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
 
 
 
 
 
 
 
 
 
 
 
Fund management - Related Party
 $6,472,531 
 $5,645,696 
 $12,840,475 
 $10,941,614 
Food products
  1,203,521 
  996,563 
  2,394,081 
  1,610,923 
Security alarm monitering
  828,114 
  - 
  1,641,660 
  - 
Other
  25,039 
  (3,500)
  89,566 
  117,700 
Net revenue
  8,529,205 
  6,638,759 
  16,965,782 
  12,670,237 
 
    
    
    
    
Cost of revenue
  1,077,615 
  680,083 
  2,190,634 
  1,248,184 
 
    
    
    
    
Gross profit
  7,451,590 
  5,958,676 
  14,775,148 
  11,422,053 
 
    
    
    
    
 
    
    
    
    
Operating expense
    
    
    
    
General & administrative expense
  1,447,595 
  1,103,195 
  2,731,254 
  3,788,994 
Fund operations
  1,335,265 
  1,029,646 
  2,769,467 
  1,029,646 
Marketing
  1,051,152 
  729,691 
  1,831,683 
  1,345,440 
Depreciation
  101,188 
  58,487 
  199,830 
  96,676 
Salaries and compensation
  1,909,832 
  1,330,358 
�� 3,260,053 
  1,517,535 
Total Operating Expenses
  5,845,031 
  4,251,378 
  10,792,286 
  7,778,291 
 
    
    
    
    
Income from operations
  1,606,559 
  1,707,299 
  3,982,862 
  3,643,762 
 
    
    
    
    
Other income (expense)
    
    
    
    
Other income
  2,636 
  4,512 
  6,816 
  4,393 
Interest Income
  - 
  1,604 
  - 
  3,297 
Interest expense
  (5,711)
  - 
  (5,689)
  - 
Total other expense
  (3,075)
  6,116 
  1,127 
  7,689 
 
    
    
    
    
Income before income taxes
  1,603,484 
  1,713,414 
  3,983,989 
  3,651,452 
 
    
    
    
    
Provision of income taxes
  (587,038)
  (764,340)
  (1,657,049)
  (1,365,358)
 
    
    
    
    
Net Income
 $1,016,446 
 $949,074 
 $2,326,940 
 $2,286,094 
 
    
    
    
    
Other Comprehensive Income (Loss)
    
    
    
    
Foreign currency translation gain (loss)
  4,714 
  69,847 
  (92,581)
  (16,357)
Comprehensive Income
 $1,021,161 
 $1,018,921 
 $2,234,359 
 $2,269,737 
 
    
    
    
    
 
    
    
    
    
 
    
    
    
    
Weighted average shares of common stock
    
    
    
    
Basic
  886,753,846 
  886,753,846 
  886,753,846 
  886,753,846 
Diluted
  1,153,666,000 
  1,148,923,323 
  1,153,666,000 
  1,148,923,323 
 
    
    
    
    
Net income per common share
    
    
    
    
Basic
 $0.00 
 $0.00 
 $0.00 
 $0.00 
Diluted
 $0.00 
 $0.00 
 $0.00 
 $0.00 
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 
 
 
 
 
 
 
 
 
For the Three-Month Periods Ending
 
 September 30,
 
 
2016
 
 
2015
 
 
 
 
 
 
 
 
Net revenue
 $2,095,232 
 $721,725 
 
    
    
Cost of revenue
  1,126,502 
  557,950 
 
    
    
Gross profit
  968,730 
  163,774 
 
    
    
 
    
    
Operating expense
    
    
General & administrative expense
  1,033,266 
  238,187 
Total Operating Expenses
  1,033,266 
  238,187 
 
    
    
Loss from Operations
  (64,536)
  (74,412)
 
    
    
Other income (expense)
    
    
Other income
  4,916 
  - 
Interest Income
  - 
  1,406 
Interest expense
  (13,256)
  - 
Total other expense
  (8,340)
  1,406 
 
    
    
Loss before income taxes
  (72,876)
  (73,006)
 
    
    
Provision of income taxes
  (43,380)
  - 
 
    
    
Net Loss
 $(116,256)
 $(73,006)
 
    
    
Other Comprehensive Income (Loss)
    
    
Foreign currency translation gain (loss)
  (9,738)
  (86,204)
Comprehensive Loss
 $(125,995)
 $(159,210)
 
    
    
Weighted average shares of common stock
    
    
Basic and diluted
  67,953,870 
  67,953,870 
 
    
    
Net income per common share
    
    
Basic and diluted
 $(0.00)
 $(0.00)
 
    
    
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
 
 
For the Three-Month Periods Ended
September 30,
 
 
For the Six-Month Periods Ended December 30,
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
As Adjusted
 
Net loss
 $(116,256)
 $(73,006)
Adjustments to reconcile net loss to net cash provided by operating activities
    
Net Income
 $2,326,940 
 $2,286,094 
Adjustments to reconcile net income to net cash provided by operating activities
Adjustments to reconcile net income to net cash provided by operating activities
    
Depreciation and amortization
  99,512 
  37,329 
  199,830 
  96,676 
Loss on disposal of equipment
  8,183 
  - 
  6,220 
  - 
(Increase) decrease in current assets:
    
    
Accounts receivable
  32,688 
  180,067 
  62,600 
  189,464 
Accounts receivable - related party
  (78,579)
  (194,989)
Deferred taxes
  (197,188)
  362,883 
Prepaid income taxes
  (437,499)
  263,368 
Inventory
  (8,519)
  36,706 
  (74,549)
  74,140 
Other assets
  (10,098)
  (60,747)
  (86,423)
  (14,115)
Increase (decrease) in current liabilities:
    
    
Accounts payable & accrued expenses
  1,504 
  1,072 
  601,393 
  435,981 
Expense waivers payable - related party
  490,455 
  360,973 
Net cash provided by operating activities
  7,015 
  121,420 
  2,813,200 
  3,860,475 
    
    
CASH FLOWS FROM INVESTING ACTIVITIES:
    
    
Cash paid for acquisition of subsidiary net of subsidiary cash acquired
  - 
  (1,519,802)
  (214,035)
  (1,519,802)
Purchase of equipment
  (40,357)
  (38,361)
  (47,346)
  (110,585)
Purchase of investments
  (842,994)
  (493,047)
Net cash used in investing activities
  (40,357)
  (1,558,163)
  (1,104,374)
  (2,123,434)
    
    
CASH FLOWS FROM FINANCING ACTIVITIES:
    
    
Repayment of related party loan
  (5,000)
  - 
  (5,000)
  - 
Purchase of treasury stock
  - 
  (2,200,557)
Net cash used in financing activities
  (5,000)
  - 
  (5,000)
  (2,200,557)
    
    
Effect of exchange rate change on cash and cash equivalents
  (30,041)
  (42,034)
  (77,147)
  (27,677)
    
    
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
  (68,383)
  (1,478,776)
  1,626,679 
  (491,193)
    
    
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
  1,060,184 
  1,970,062 
  5,454,107 
  3,353,274 
    
    
CASH & CASH EQUIVALENTS, ENDING BALANCE
 $991,800 
 $491,286 
 $7,080,786 
 $2,862,081 
    
    
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    
    
Cash paid during the period for:
    
    
Interest paid
 $5,000 
 $- 
 $5,000 
 $- 
Income taxes paid
 $800 
 $- 
 $2,200,800 
 $2,110,000 
    
    
The accompanying notes are an integral part of these unaudited consolidated financial statements.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 1.
ORGANIZATION AND DESCRIPTION OF BUSINESS
 
Concierge Technologies, Inc., (the “Company” or “Concierge”), a Nevada corporation, was originally incorporated in California on August 18, 1993 as Fanfest, Inc. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc. The Company’s principal operations include Wainwright Holdings, Inc. a Delaware corporation (“Wainwright”). Wainwright is a holding company that currently holds both United States Commodity Funds LLC (“USCF”) and USCF Advisers LLC (“Advisers”), an investment adviser registered under the Investment Advisers Act of 1940, as amended; Gourmet Foods, Ltd. (“Gourmet Foods”), a manufacturer and distributor of meat pies in New Zealand,Zealand; Brigadier Security Systems (2000) Ltd. (“Brigadier”), a provider of security alarm installation and monitoring located in Canada,Canada; and Kahnalytics, Inc. a California corporationcorporation(“Kahnalytics”), providing vehicle-based live streaming video and event recording to online subscribers.
 
NOTE 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation and Accounting Principles
 
The Company has prepared the accompanying financial statements on a condensed consolidated basis. In the opinion of management, the accompanying unaudited condensed consolidated balance sheets and related interim 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”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2016 Form 10-K filed on October 21, 2016 with the U.S. Securities and Exchange Commission.
 
Principles of Consolidation
 
The accompanying unaudited condensed consolidated interim financial statements, which are referred herein as the “Financial Statements” include the accounts of Concierge Technologies, Inc. and its wholly owned subsidiaries, Kahnalytics, Inc., Brigadier Security Systems andWainwright, Gourmet Foods, Ltd. Brigadier and Kahnalytics.
Wainwright was acquired during the current quarter (Refer to Note 11). Due to the commonality of ownership and control between the two companies, the transaction has been accounted for as a transaction between entities under common control. As a result, the assets and liabilities of Wainwright have been considered at their carrying amounts.
The accompanying Financial Statements as of December 31, 2016 and June 30, 2016 and for the three and six month periods ending December 31, 2016 and 2015 include the assets, liabilities and the results of operations of Wainwright at carrying amounts as though the transaction and exchange of equity interests has occurred at the beginning of the comparative period.
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.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Other Comprehensive Income (Loss) and Foreign Currency
 
Comprehensive income (loss) is the total of net income (loss) and other comprehensive income (loss). We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52,ASC 830-30, Foreign Currency Translation. The accounts of Gourmet Foods Ltd. 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 average exchange rate throughout the period. For the periods ended December 31, 2016 and June 30, 2016, other comprehensive loss consisted of unrealized losses on investments and accumulated translation losses as noted above. Accumulated translation loss, classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheet, was $39,241$99,702 as of September 30,December 31, 2016.
 
Use of EstimatesCash and Cash Equivalents
 
The preparationCompany considers all highly liquid investments with original maturities of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilitiesthree months or less 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.
Concentrations of Risk
The Companypurchase to be cash equivalents. Concierge’s corporate office maintains cash balances at a financial institution headquartered in San Diego, California. Accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor. The Company’scorporation’s uninsured cash balance in the United States was $66,005$0 at September 30,December 31, 2016. The Company’s subsidiary, Wainwright, also maintains cash balances at various high credit quality institutions and from time to time those deposits exceed the FDIC coverage amount of $250,000. As of December 31, 2016 the uninsured amount totaled $5,673,920, though no losses have been realized and none are expected. Cash balances in Canada are maintained at a financial institution in Saskatoon, Saskatchewan.Saskatchewan by the Company’s subsidiary. Each account is insured up to CD$100,000 by Canada Deposit Insurance Corporation (CDIC). The Company’s subsidiary had an uninsured cash balance in Canada wasof CD$276,147438,067 (approximately US$210,032)325,988) at September 30,December 31, 2016. Balances at financial institutions within certain foreign countries, including New Zealand where the CompanyCompany’s subsidiary maintains cash balances, are not covered by insurance. As of September 30,December 31, 2016, the CompanyCompany’s subsidiary had uninsured deposits related to cash deposits in uninsured accounts maintained within foreign entities of approximately $564,216.$335,010. The Company has not experienced any losses in such accounts.
 
Major customers & suppliersAccounts Receivable, Related Parties
 
Accounts receivable primarily consists of fund 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.
Management closely monitors receivables and records an allowance for any balances that are determined to be uncollectible. As of December 31, 2016 and June 30, 2016, the Company considered all remaining accounts receivable to be fully collectible.
Major Customers & Suppliers – Concentration of Credit Risk
Concierge, through Kahnalytics as a licensed user of a proprietary software application, is dependent on the continued support of this online platform and the adherence to the license contract terms between Kahnalytics and the foreign-based licensor. Kahnalytics is also largely dependent on its single-source sales channel to continue to expand its dealer network of resellers who, in turn, activate subscribers to the Kahnalytics service. No single customer accounts for a significant percentage of sales or accounts receivable. Hardware sold by Kahnalytics is currently supplied by one source, however in the event this source proves to be inadequate there are other alternative sources of equal or comparable devices as needed by Kahnalytics. During the 3-monthsix-month period ended September 30,December 31, 2015 Kahnalytics had just one customer accounting for 100% of its sales. Correspondingly, Kahnalytics had only two suppliers of the hardware it sold with the larger of the suppliers accounting for 92% of the cost of goods sold for 3-monththe six-month period ended September 30,December 31, 2015. Sales of these products were discontinued during the current fiscal year.
 


CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Concierge, through Brigadier, Security Systems, is dependent upon its contractual relationship with the alarm monitoring company who purchases the monitoring contracts and 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 two largest customers, which includes contracts and recurring monthly residuals from the monitoring company, totaled 51%53% of the total revenues for the three-month periodsix months ended September 30,December 31, 2016, and accounted for approximately 35%26% of accounts receivable as of the balance sheet date of September 30, 2016December 31, 2016.
 
Concierge, through Gourmet Foods, has three major customer groups comprising the gross revenues to Gourmet Foods; 1) grocery, 2) gasoline convenience stores, 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 3-monthsix-month period ending andbalanceand balance sheet date of September 30,December 31, 2016, our largest customer in the grocery industry, who operates through a number of independently branded stores, accounted for approximately 20%18% of our gross sales revenues and 28%29% of our accounts receivable. The second largest in the grocery industry accounted for approximately 11% of our gross revenues but less than 10% of our accounts receivable. In the gasoline convenience store market we supply two major accounts. The largest is a marketing consortium of gasoline dealers accounting for approximately 41%42% of our gross sales revenues and 23%26% of our accounts receivable. The second largest are independent operators accounting for less than 10% of gross sales but approximately 14%15% of accounts receivable. The third category of independent retailers accounted for the balance of our gross sales revenue however the group is fragmented and no one customer accounts for a significant portion of our revenues.
 
For the three-month period ending September 30,six months ended December 31, 2015 and the balance sheet date of September 30,December 31, 2015 our largest customer in the grocery industry accounted for approximately 14%13% of revenues and 27%26% of accounts receivable. For the gasoline convenience store sector, the largest customer is a consortium of independent owners who accounted for approximately 42%45% of revenues and 17%20% of accounts receivable (though no single member of the consortium accounted for more than 2%3% of accounts receivable). Independent retail stores accounted for approximately 11%12% of revenues however no single store accounted for any significant amount of the accounts receivable. The balance of the revenues and accounts receivable were not dominated by any significant single source for the three-month periodsix months ended September 30,December 31, 2015. Gourmet Foods is not dependent upon any one major supplier as many alternative sources are available in the local market place should the need arise.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 accounts receivable as of December 31, 2106 and June 30, 2016 as depicted below.
 
 
December 31, 2016
 
Fund
 
Accounts Receivable
 
USO
 $1,256,213 
  57%
USCI
  445,163 
  20%
UNG
  303,354 
  14%
All Others
  197,954 
  9%
Total
 $2,202,684 
  100%
 
    
    
 
 
June 30, 2016
 
Fund
 
Accounts Receivable
 
USO
 $1,245,396 
  59%
USCI
  400,258 
  19%
UNG
  280,431 
  13%
All Others
  198,020 
  9%
Total
 $2,124,105 
  100%

Reclassifications
 
For comparative purposes, prior year’s condensed consolidated financial statementsFinancial Statements have been reclassified to conform to report classifications of the current year.
 
Recent Accounting Pronouncements
 
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. This pronouncement is effective for annual reportingannualreporting periods beginning after December 15, 2016, and is to be applied using one of two retrospective application methods, with early application not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.
 
In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.
 
In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.
In January 2016, the FASB issued ASU No. 2016-01,Recognition and Measurement of Financial Assets and Financial Liabilities, to mainly change the accounting for investments in equity securities and financial liabilities carried at fair value as well as to modify the presentation and disclosure requirements for financial instruments. The ASU is effective for annual periods beginning after December 15, 2018, with early adoption permitted. Adoption of the ASU is retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. The Company does not anticipate that the adoption of the ASU will have a material impact on its financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.
 
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.
 
On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. It is intended to reduce diversity in the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. The new standard requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents as presented on the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. ASU 2016-18 is effective for annual periods beginning after December 15, 2017 including interim periods within those fiscal years. Earlier adoption is permitted. The adoption of ASU 2016-18 is not expected to have a material effect on the Company’s consolidated financial statements.
In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business, which clarifies and provides a more robust framework to use in determining when a set of assets and activities is a business. The amendments in this update should be applied prospectively on or after the effective date. This update is effective for annual periods beginning after December 15, 2017, and interim periods within those periods. Early adoption is permitted for acquisition or deconsolidation transactions occurring before the issuance date or effective date and only when the transactions have not been reported in issued or made available for issuance financial statements. The Company does not expect the adoption to have any significant impact on its Consolidated Financial Statements.
In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. Under the new standard, goodwill impairment would be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying value of goodwill. This ASU eliminates existing guidance that requires an entity to determine goodwill impairment by calculating the implied fair value of goodwill by hypothetically 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. This update is effective for annual periods beginning after December 15, 2019, and interim periods within those periods. Early adoption is permitted for interim or annual goodwill impairment test performed on testing dates after January 1, 2017. The Company will apply this guidance to applicable impairment tests after the adoption date.
No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.
 
NOTE 3.
GOING CONCERN

 
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $6,547,778 as of September 30 2016, including a net loss of $116,256 during the 3-month period ended September 30, 2016. The historical losses have adversely affected the liquidity of the Company. Although losses are expected to be curtailed during the current fiscal year due to the increasing revenues of its wholly owned subsidiaries, along with the planned acquisition of other revenue producing subsidiaries, the Company faces continuing significant business risks, which include, but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due, continue product research and development efforts at Kahnalytics, and successfully compete for customers within the areas of interest for its Canadian and New Zealand held subsidiaries.
In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to increase profitability from its subsidiary operations, obtain financing, and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended September 30, 2016, towards (i) sourcing additional working capital including $200,000 debt issuance completed subsequent to September 30, 2016, (ii) management of accrued expenses and accounts payable, (iii) acquisition of profit producing subsidiaries, and (iv) other business combinations between entities where we have a common controlling interest such as Wainwright Holdings.
Management believes that the above actions will allow the Company to continue operations for the next 12 months.
NOTE 4.3.
INVENTORY
 
Inventories consisted of the following :-following:
 
 
September 30,
 
 
June 30,
 
 
December 31,
2016
 
 
June 30,
2016
 
 
2016
 
 
 
 
 
As Adjusted
 
Raw materials
 $48,817 
 $50,023 
 $46,711 
 $50,023 
Supplies and packing materials
  96,782 
  77,497 
  119,734 
  77,497 
Finished goods
  299,977 
  357,351 
  332,366 
  357,351 
  445,575 
  484,871 
  498,811 
  484,871 
Less impairment finished goods
  - 
  (48,330)
  (2,774)
  (48,330)
Total
 $445,575 
 $436,541 
 $496,037 
 $436,541 
 
NOTE 5.4.
PROPERTY AND EQUIPMENT
 
Property and equipment consisted of the following as of September 30,December 31, 2016 and June 30, 2016:
 
December 31,
2016
 
 June 30,
2016
 
September 30,
2016
 
 
 
June 30,
2016
 
 
 
 
 As Adjusted
Plant and Equipment
 $1,346,524 
 $1,477,411 
 $1,236,138 
 $1,477,411 
Furniture & Office Equipment
  150.549 
  119,123 
  146,076 
  119,123 
Vehicles
  81,516 
  58,850 
  82,491 
  58,850 
    
    
Total Property and Equipment, Gross
  1,578,589 
  1,655,384 
  1,464,705 
  1,655,384 
Accumulated Depreciation
  (425,872)
  (488,691)
  (428,660)
  (488,691)
Total Property and Equipment, Net
 $1,152,717 
 $1,166,693 
 $1,036,045 
 $1,166,693 
 
Depreciation expense amounted to $69,533$139,873 and $37,329$96,676 for the three-month periodssix months ended September 30,December 31, 2016 and 2015, respectively.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 6.5.
GOODWILL
 
Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in business combinations. Goodwill comprised of the following amounts:
 
 
December 31,
2016  
 
 
June 30,
2016
 
 
 September 30,
2016
 
 
June 30,
2016
 
 
  
 
 
As Adjusted
 
Trained workforce – Gourmet Foods
 $51,978 
 $51,978 
Trained workforce - Brigadier
  75,795 
  75,795 
Goodwill – Gourmet Foods
  45,669 
  45,669 
Goodwill - Brigadier
  45,814 
  45,814 
 $219,256 
 $219,256 
 
The Company tests for goodwill impairment at each reporting unit. There was no goodwill impairment for the three-month periodthree months ended September 30,December 31, 2016.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 7.6.
INTANGIBLE ASSETS
 
Intangible assets consisted of the following:
 
 
 September 30,
 
 
 June 30,
 
 
December 31,
2016
 
 
June 30,
2016
 
 
 2016
 
 
   
 
 
As Adjusted
 
Brand name
 $402,123 
 $402,123 
Domain name
  36,913 
  36,913 
Customer relationships
  500,252 
  500,252 
Non-compete agreement
  84,982 
  84,982 
Recipes
  21,601 
  21,601 
Total
  1,045,871 
  1,045,871 
Less : Accumulated Amortization
  (57,636)
  (27,658)
  (87,615)
  (27,658)
Net Intangibles
 $988,235 
 $1,018,213 
 $958,256 
 $1,018,213 
 
CUSTOMER RELATIONSHIP
 
On August 11, 2105,2015, the Company acquired Gourmet Foods, Ltd.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 $434,098 and is amortized over the remaining useful life of 10 years.
 
 
December 31,
2016
 
 
June 30,
2016
 
 
September 30,
2016
 
 
June 30,
2016
 
 
   
 
 
As Adjusted
 
Customer relationships
 $500,252 
 $500,252 
Less: accumulated amortization
  (22,268)
  (9,659)
  (34,877)
  (9,659)
Total customer relationships, net
 $477,984 
 $490,593 
 $465,375 
 $490,593 
 
BRAND NAME
 
On August 11, 2105,2015, the Company acquired Gourmet Foods, Ltd.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.
 
 
December 31,
2016
 
 
June 30,
2016
 
 
 
   
 
 
As Adjustsed
 
Brand name
 $402,123 
 $402,123 
Less: accumulated amortization
  (28,719)
  (8,447)
Total brand name, net
 $373,404 
 $393,696 


CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
September 30,
 
 June 30, 
 
 
2016
 
 2015 
Brand name
 $402,123 
 $402,123 
Less: accumulated amortization
  (18,583)
  (8,447)
Total brand name, net
 $383,540 
 $393,696 
 
DOMAIN NAME
 
On August 11, 2105,2015, the Company acquired Gourmet Foods, Ltd.Foods. The fair value on the acquired domain name was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired domain name was estimated to be $15,312 and is amortized over the remaining useful life of 5 years.
 
 
December 31,
2016
 
 
June 30,
2016
 
 
September 30,
2016
 
 
June 30,
2015
 
 
   
 
 
As Adjusted    
 
Domain Name
 $36,913 
 $36,913 
Less: accumulated amortization
  (6,054)
  (4,193)
  (7,915)
  (4,193)
Total brand name, net
 $30,859 
 $32,720 
 $28,998 
 $32,720 
RECIPES
 
On August 11, 2105,2015, the Company acquired Gourmet Foods, Ltd.Foods. The fair value on the recipes was estimated to be $21,601 and is amortized over the remaining useful life of 5 years.
 
 
December 31,
2016
 
 
June 30,
2016
 
 
September 30,
2016
 
 
June 30,
2016
 
 
   
 
 
 As Adjusted    
 
Recipes
 $21,601 
 $21,601 
Less: accumulated amortization
  (5,026)
  (3,937)
  (6,115)
  (3,937)
Total Recipes, net
 $16,575 
 $17,664 
 $15,486 
 $17,664 
 
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 $104,122 and is amortized over the remaining useful life of 5 years.
 
 
 September 30,
 
 
 June 30,
 
 
December 31,
2016
 
 
June 30,
2016
 
 
 2016
 
 
 2015
 
 
   
 
 
 As Adjusted    
 
Non-compete agreement
 $84,982 
 $84,982 
Less: accumulated amortization
  (5,705)
  (1,421)
  (9,989)
  (1,421)
Total non-compete agreement, net
 $79,277 
 $83,561 
 $94,993 
 $83,561 
AMORTIZATION EXPENSE
 
The total amortization expense for the six months ended December 31, 2016 was $59,957. No amortization was taken for the comparison period ending December 31, 2015.
Estimated amortization expenses of intangible assets for the next five twelve month periods ending December 31, are as follows:

Years Ending December 31,Expense
2017
 $118,937 
2018
 $118,937 
2019
 $118,937 
2020
 $115,291 
2021
 $98,536 

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7.
OTHER ASSETS
Other Current Assets
Other current assets totaling $1,263,521 as of December 31, 2016 and $755,509 as of June 30, 2016 are comprised of various components as listed below.
 
 
As of December 31,
 
 
As of June 31,
 
 
 
2016
 
 
2016
 
 
 
 
 
 
As Adjusted
 
Deferred tax asset
 $12,727 
 $19,501 
PrePaid expenses
  319,868 
  242,582 
PrePaid income tax
  930,926 
  493,427 
Notes receivable
  150,000 
  150,000 
Total
 $1,263,521 
 $755,509 
Investments

Investments are comprised mainly of investments in ETF funds. Wainwright, from time to time, provides initial investments in the creation of ETF funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year from the balance sheet date. Investments in which no controlling financial interest or significant influence exists are recorded at fair value with unrealized holding gains and losses included in accumulated other comprehensive income (loss) as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary, which are included in the condensed consolidated statements of operations and comprehensive income (loss). Investments in which no controlling financial interest exists, but significant influence exists are recorded as per the Equity Method of Investment. As of December 31, 2016 and June 30, 2016, investments are approximately $0.8 million and $1 thousand, respectively.
 
AMORTIZATION EXPENSERestricted Cash
 
At December 31, 2016 Gourmet Foods had on deposit NZ$20,000 (approximately US$13,847) securing a lease bond for one of its properties. The amortization expense forcash securing the 3-month period ended Septemberbond is restricted from access or withdrawal so long as the bond remains in place. There was no bond posted by Gourmet Foods at June 30, 2016, thus the restricted cash amount was $29,979.zero.
 
Estimated amortization expenses of intangible assets for the next five twelve months periods ended September 30, are as follows:
Years Ending September 30,
 
    
Expense
 
2017
 $118,937 
2018
 $118,937 
2019
 $118,937 
2020
 $117,469 
2021
 $103,592 
Long Term Assets
 
Long term assets totaling $1,723,342 and $1,526,154,at December 31, 2016 and June 30, 2016, respectively, were attributed to Wainwright and consisted of
(i)
a $500,980 as of December 31, 2016 and June 30, 2016 representing 10% equity investment in a registered investment adviser accounted for on a cost basis,
(ii)
$1,213,804 as of December 31, 2016 and $1,016,616 as of June 30, 2016 in net deferred tax assets and
(iii)
$8,558 as of December 31, 2016 and June 30, 2016 in other assets.
 
NOTE 8.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
Accounts payable and accrued expenses, included related party payables, consisted of the following:
 
 
December 31,
2016
 
 
June 30,
2016
 
 
September 30,
2016
 
 
June 30,
2016
 
 
 
 
 As Adjusted
 
Accounts payable
 $221,825 
 $288,170 
 $1,140,125 
 $1,044,026 
Accrued judgment
  135,000 
  135,000 
Accrued interest
  33,208 
  13,918 
  20,369 
  5,238 
Taxes payable
  202,718 
  167,683 
  627,920 
  769,224 
Expense waiver – Funds (related party)
  939,385 
  448,930 
Deferred rent
  16,943 
  19,202 
Accrued payroll and vacation
  151,173 
  127,271 
  580,054 
  127,271 
Accrued expenses
  257,679 
  265,502 
  421,258 
  295,955 
Total
 $1,001,603 
 $997,644 
 $3,881,054 
 $2,844,847 
 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
NOTE 9.
RELATED PARTY TRANSACTIONS
 
Notes Payable - Related Parties
 
Current related party notes payable consist of the following:
 
 
December 31,
2016
 
 
June 30,
2016
 
 
September 30,
2016
 
 
June 30,
2016
 
 
 
 
 
 As Adjusted
 
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due)
 $- 
 $5,000 
 $-
 
 $5,000 
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)
  3,500 
  3,500 
Notes payable to affiliate of director/shareholder, interest rate of 4%, unsecured and payable on June 30, 2017
  300,000 
 $303,500 
 $308,500 
 $3,500 
 $8,500 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On July 7, 2016 the Company repaid the outstanding note due to a related party totaling $5,000 in principal and $5,000 in accrued interest. A total of $2,075$2,075 in accrued interest was forgiven by the noteholder in settlement of the debt.
 
Interest expense for all related party notes for the three-month period ending September 30,December 31, 2016 and 2015 were $3,096$71 and $197 respectively.respectively and for the respective six months ended December 31, 2016 and 2015 the interest expense was $141 and $393.
 
Convertible Promissory Note Payable –Related– Related Parties
On January 27, 2016 the Company entered into a convertible promissory note (the “Promissory Note”) with Wainwright Holdings, an affiliate of our shareholder and C.E.O., that resulted in the funding of $450,000. The Promissory Note bears interest at four percent (4%) per annum and increases to eight percent (8%) 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 .01% at the lowest to 1.75% at the highest. Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4 percent annual interest was agreed upon in light of the heightened default risk over traditional investment instruments. The Promissory Note may be prepaid at any time in whole or in part by the Company and is convertible into restricted common stock of the Company at the election of Promissory Note holder on the date which is 180 days following issuance of the Promissory Note at a conversion price of $0.10 per share. The conversion price is subject to adjustment for mergers, consolidations, share exchanges, recapitalizations or similar events. The Promissory Note matures five (5) years from issuance and is unsecured. Proceeds from the Promissory Note are intended to be used for transactions involving acquisitions of unrelated companies by Concierge Technologies that meet the criteria as determined by the Board of Directors. There was no beneficial conversion feature identified as of the date of issuance of the Promissory Note.
 
On April 8, 2016 the Company entered into a convertible promissory note (the “Promissory Note”) with Gerber Irrevocable Family Trust, an affiliate of our shareholder and C.E.O.,CEO, that resulted in the funding of $350,000. The Promissory Note bears interest at four percent (4%) per annum and increases to eight percent (8%) 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 .01% at the lowest to 1.75% at the highest. Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4 percent annual interest was agreed upon in light of the heightened default risk over traditional investment instruments. The Promissory Note may be prepaid at any time in whole or in part by the Company and is convertible into restricted common stock of the Company at the election of Promissory Note holder on the date which is 180 days following issuance of the Promissory Note at a conversion price of $0.13 per share. The conversion price is subject to adjustment for mergers, consolidations, share exchanges, recapitalizations or similar events. The Promissory Note matures five (5) years from issuance and is unsecured. Proceeds from the Promissory Note are intended to be used for transactions involving acquisitions of unrelated companies by Concierge Technologies that meet the criteria as determined by the Board of Directors. There was no beneficial conversion feature identified as of the date of issuance of the Promissory Note.

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On May 25, 2016 the Company entered into a convertible promissory note (the “Promissory Note”) with Wainwright Holdings, an affiliate of our shareholder and C.E.O., that resulted in the funding of $250,000. The Promissory Note bears interest at four percent (4%) per annum and increases to eight percent (8%) 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 .01% at the lowest to 1.75% at the highest. Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4 percent annual interest was agreed upon in light of the heightened default risk over traditional investment instruments. The Promissory Note may be prepaid at any time in whole or in part by the Company and is convertible into restricted common stock of the Company at the election of Promissory Note holder on the date which is 180 days following issuance of the Promissory Note at a conversion price of $0.13 per share. The conversion price is subject to adjustment for mergers, consolidations, share exchanges, recapitalizations or similar events. The Promissory Note matures five (5) years from issuance and is unsecured. Proceeds from the Promissory Note are intended to be used for transactions involving acquisitions of unrelated companies by Concierge Technologies that meet the criteria as determined by the Board of Directors. There was no beneficial conversion feature identified as of the date of issuance of the Promissory Note.
 
On May 25, 2016 the Company entered into a convertible promissory note (the “Promissory Note”) with Schoenberger Family Trust, an affiliate of our shareholder and director, that resulted in the funding of $250,000. The Promissory Note bears interest at four percent (4%) per annum and increases to eight percent (8%) 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 .01% at the lowest to 1.75% at the highest. Recognizing the unsecured nature of the promissory note, and the historical record of continued operating losses by the Company, a rate of 4 percent annual interest was agreed upon in light of the heightened default risk over traditional investment instruments. The Promissory Note may be prepaid at any time in whole or in part by the Company and is convertible into restricted common stock of the Company at the election of Promissory Note holder on the date which is 180 days following issuance of the Promissory Note at a conversion price of $0.13 per share. The conversion price is subject to adjustment for mergers, consolidations, share exchanges, recapitalizations or similar events. The Promissory Note matures five (5) years from issuance and is unsecured. Proceeds from the Promissory Note are intended to be used for transactions involving acquisitions of unrelated companies by Concierge Technologies that meet the criteria as determined by the Board of Directors. There was no beneficial conversion feature identified as of the date of issuance of the Promissory Note.
 
Interest expense for all related party convertible debentures, for the three-month periodsthree months ended September 30,December 31, 2016 and 2015 amounted to $13,106$2,521 and was $0 respectively.
Wainwright - Related Party Transactions
The Funds managed by USCF and Advisers are deemed by management to be related parties. The Company’s Wainwright revenues, totaled $12,840,475 and $10,941,614 for the six months ended December 31, 2016 and 2015, respectively, were earned from these related parties. Accounts receivable, totaling $2,202,684 and $2,124,105 as of December 31, 2016 and June 30, 2016, respectively, were owed from these related parties. Fund expense waivers, totaling $490,455 and $363,768 for the six months ended December 31, 2016 and 2015, respectively, were incurred on behalf of these related parties. Waivers payable, totaling $939,385 and $448,930 as of December 31, 2016 and June 30, 2016, respectively, were owed to these related parties.

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 10.
NOTE PAYABLE
 
An unsecured loan in the amount of $8,500 due a former director and shareholder who is now deceased has been reclassified as a note due unrelated party. The note is interest free, not deemed assignable to successors by the Company, and held as a contingent liability until resolved.
 
NOTE 11.
BUSINESS COMBINATIONS
 
On May 28, 2015, Concierge Technologies, Inc. (the “Company”)the Company entered into an agreement to acquire the assets of Gourmet Foods, Ltd., a New Zealand corporation, subject to satisfactory completion of due diligence and other customary criteria for a transaction of this kind. Gourmet Foods is a baker of New Zealand meat pies and other confections distributed to major grocery stores, convenience stores, restaurants and other retailers throughout New Zealand. The Company placed a cash deposit with Gourmet Foods in accordance with the provisions of the asset purchase agreement, however the parties later elected to change the nature of the transaction to a stock purchase agreement. The Stock Purchase Agreement (the “SPA”) was entered into on July 28, 2015 and was set to close on July 31, 2015 subject to final adjustments to accounts receivable, accounts payable, inventory, employee entitlements and other current assets and liabilities. The Company paid a purchase consideration of NZ$2,597,535 (approximately US$1,753,428) in cash. An independent evaluation was conducted in order to obtain a fair market value of the fixed assets and intangible assets acquired. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.
On August 11, 2015 the parties reached agreement to close the SPA based on the balance sheet information as of July 31, 2015, subject to further adjustments if necessary once certain balances became known without dispute, and the Company remitted the remainder of the purchase price in cash to an account in New Zealand established for the benefit of the shareholders of Gourmet Foods, Ltd. The operations of Gourmet Foods, Ltd. was consolidated going forward with those of the Company as of August 1, 2015.
The following table summarizes the value of the net assets acquired as of the Acquisition Date:
Cash
 $50,695 
Accounts Receivable
  259,662 
Prepaid Expenses
  11,246 
Inventory
  256,271 
Property and Equipment
  1,207,762 
Intangible Assets
  170,784 
Goodwill
  97,647 
   Total Assets
 $2,054,067 
 
    
Accounts Payable
 $253,951 
Employee Entitlements
  46,688 
   Total Liabilities
 $300,639 
 
    
Consideration Paid for Net Assets
 $1,753,428 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On June 2, 2016 the Company closed a Stock Purchase Agreement transaction which resulted in the acquisition of all the outstanding and issued stock of Brigadier Security Systems, a Canadian corporation located in Saskatoon, Saskatchewan. The total purchase price was CD$2,010,266 (approximately US$1,540,830)1,540,830) in cash, payable in several stages. The consideration of CD$1,000,000 (US$756,859) was paid in cash and CD$733,000 (US$569,935) was deposited in an attorney client trust account in Canadian currency (to be paid to Brigadier, on the 183rd day following the Closing Date if net sales meeting the minimum threshold of $1,500,000 CDN (the "Sales Goal") is achieved; if theachieved. The Sales Goal is not reached by the 183rd day following the Closing Date, thenwas achieved and the payment is to be remittedwas released on the 365th day following the Closing Date).November 23, 2016. The audit of Brigadier resulted in an upwards adjustment of the purchase price by CD$277,266 (US$214,035) which has been recorded as of September 30, 2016 as Purchase Consideration Payable and was subsequently paid in October 2016. Under the acquisition method of accounting, the total purchase consideration is allocated to Brigadier Security Systems net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The following table summarizes the value of the net assets acquired as of the Acquisition Date:
Assets
 
 
 
Cash
  80,391 
Accounts Receivable
  431,656 
Inventory
  238,148 
Prepaid Expenses & Other Assets
  20,001 
Property, plant and equipment
  20,455 
Intangible Assets
  875,087 
Goodwill
  121,609 
 
    
Total Assets
  1,787,348 
 
    
Liabilities
    
Accounts Payable
  187,925 
Income Tax Payable
  55,953 
Customer Deposits
  2,640 
 
    
Total Liabilities
  246,518 
 
    
Consideration paid for net assets
  1,540,830 
 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On December 9, 2016 the Company closed a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company and Wainwright and each of the shareholders of Wainwright common stock (the “Wainwright Sellers”), pursuant to which the Wainwright Sellers agreed to sell, and the Company agreed to purchase 1,741 shares of Wainwright common stock, par value $0.01 per share, (the “Wainwright Common Stock”), which represents all of the issued and outstanding Wainwright Common Stock, in exchange for: (i) 818,799,976 shares of Company Common Stock, and (ii) 9,354,119 shares of Company Preferred Stock (which preferred shares are convertible into 187,082,377 shares of Company Common Stock). Wainwright and the Company have a commonality of ownership and control as represented by the shareholdings, either directly or beneficially, of Nicholas Gerber and Scott Schoenberger as a group pursuant to the aforementioned Purchase Agreement and a voting agreement which gives them control of over 50% of Wainwright and over 50% of Concierge both before and after the business combination. Accordingly, the acquisition has been recorded as a transaction between entities under Common Control in the accompanying financial statements . Further, the accompanying financial statements have been adjusted to include the carrying value of assets, liabilities, equity and operations of Wainwright as if the transaction had concluded on July 1, 2015.
The unaudited pro forma financial information below represents the combined results of our operations together with those of Wainwright and as if the Gourmet Foods Limited and Brigadier Security Systems acquisition had occurred at the beginning of the periods presented. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have occurred if the acquisitionacquisitions had taken place at the beginning of the period presented, nor is it indicative of future operating results.
 
 
 
3-month Period Ended
 
 
3-month Period Ended
 
 
 
September 30,
 
 
September 30,
 
 
 
 2016
 
 
 2015
 
 
 
(Unaudited)
 
 
(Unaudited)
 
 
 
 
 
 
 
 
Revenue
 $2,095,232 
 $1,891,231 
Income (Loss) from operations
 $(64,536)
 $65,989 
Net loss
 $(116,256)
 $(57,789)
Net loss per share available to common stockholders, basic and diluted
 $(0.00)
 $(0.00)

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 
 
3-mo ended December 31, 2015
 
 
6-mo ended December 31, 2015
 
Revenue
 $7,538,894 
 $14,624,581 
Income from Operations
  1,780,144 
  3,847,213 
Net Income
 $1,009,341 
 $2,438,998 
Net Income per share available to common stockholders, basic and diluted
 $0.00 
 $0.00 
 
NOTE 12.
COMMITMENTS AND CONTINGENCIES
 
Lease CommitmentCommitments
Gourmet Foods. Ltd. (“GFL”)Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment including vehicles. These leases are generally for three-year terms, with options to renew for additional three-year periods. The leases mature between September 2016August 2018 and August 2021, and require monthly rental payments of approximately US$11,459 per month10,891 translated to USU.S. currency as of September 30,December 31, 2016.
 
Future minimum lease payments for Gourmet Foods are as follows:
Year Ended June 30,
 
Lease Amount
 
 
Lease Amount
 
2017
 $103,127 
 $65,345 
2018
  137,503 
  130,690 
2019
  60,715 
  57,707 
2020
  18,734 
  17,806 
2021
  9,388 
  1,487 
2022
  2,347 
Total Minimum Lease Commitment
 $331,814 
 $273,035 
 
GFL
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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$80,126)76,156) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$14,568)13,847) 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 GFLGourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.
 
Brigadier Security Systems (“BSS”) leases office and storage facilities in Saskatoon, Saskatchewan as well as vehicles used for installations and service and various office equipment. The minimum lease obligations through their expiry dates are indicated as below and require monthly payments of approximately US$11,708.11,455 translated to U.S. currency as of December 31, 2016.
 
Future minimum lease payments for Brigadier Security Systems are as follows:
 
Year Ended June 30,
 
Lease Amount
 
 
Lease Amount
 
2017
 $54,604 
 $23,524 
2018
  33,256 
  32,537 
2019
  30,484 
  29,826 
Total Minimum Lease Commitment
 $118,344 
 $85,887 
Wainwright leases office space in Oakland, California under an operating lease, which expires in October 2018. Rent expense was $63,994 and $64,648 for the six months ended December 31, 2016 and 2015, respectively.
 
Future minimum rental payments required under the operating lease, which has remaining non-cancellable lease terms in excess of one year, are as follows:
Year ended June 30,
 
Lease Amount
 
2017
 $66,002 
2018
  134,645 
2019
  45,322 
Total minimum lease commitment
 $245,969 

Litigation
 
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd. against, jointly and severally, Concierge, Inc., Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. As of May 7, 2012, the judgment had lapsed due to the passage of time and the creditor’s failure to renew. Although a new court action would be required by the plaintiff in order to seek legal remedies, the Company has accrued the amount of $135,000 in the accompanying financial statements as accrued expenses as of September 30, 2016.December 31, 2016.
From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. In management’s opinion, the legal proceedings are not expected to have a material effect on the Company’s financial position or results of operations.

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

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. Annual matching contributions paid totaled approximately $70,000 for each of the six months ended December 31, 2016 and 2015, respectively.
NOTE 13.
INCOME TAXES
The Company accounts for income taxes under the asset and liability method, which recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and their financial statement reported amounts, and for net operating losses and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance against deferred tax assets when it is more likely than not that such asset will not be realized. The Company continues to monitor the likelihood that it will be able to recover its deferred tax assets. If recovery is not likely, the Company must increase its provision for income taxes by recording a valuation allowance against the deferred tax assets.
The Company accounts for uncertain tax positions in accordance with the authoritative guidance on income taxes under which the Company may only recognize or continue to recognize tax positions that meet a "more likely than not" threshold. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of the provision for income taxes.
As of December 31, 2016, the Company's total unrecognized tax benefits were approximately $29,000, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax provisions as a component of tax expense. There is no interest or penalties to be recognized for the quarter ended December 31, 2016.
The Company is required to make its best estimate of the annual effective tax rate for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis. The Company recorded a tax provision of $1.7 million and $1.4 million from its continuing operations for the six months ended December 31, 2016 and December 31, 2015, respectively. The Company recorded a tax provision of $0.6 million and $0.8 million from its continuing operations for the three months ended December 31, 2016 and December 31, 2015, respectively. The effective tax rate for the six months ended December 31, 2016 and three months ended September 30, 2016 differed from the statutory rate primarily due to the mix of non-deductible meals and entertainment expenses, imputed interest income and decrease in valuation allowance. The effective tax rate could fluctuate in the future due to changes in the taxable income mix between various jurisdictions.
The Company is subject to income taxes in the U.S. federal jurisdiction and various state jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. The Company’s tax years 2012 through 2016 will remain open for examination by the federal and state authorities for three and four years, respectively. As of December 31, 2016, there were no active taxing authority examinations.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 14.
SEGMENT REPORTING
 
With the acquisition of Wainwright Holdings, Gourmet Foods, Ltd. and Brigadier, Security Systems, the Company has identified threefour segments for its products and services;U.S.A., U.S. investment fund management, U.S. data streaming and hardware, New Zealand and Canada. Our reportable segments are business units located in different global regions. The Company’s operations in the U.S.A. include the gathering of live-streaming video recording data displayed online to subscribers through itsour wholly owned subsidiary Kahnalytics, Inc., in 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 itsour wholly owned subsidiary Gourmet Foods, Ltd. and in Canada we provide security alarm system installation and monitoring sold through its wholly owned subsidiary Brigadier Security Systems to residential and commercial customers.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 September 30,December 31, 2016 and June 30, 2016:
 
 
As of December 31,
2016
 
 
As of June 30,
2016
 
 
As of September
30, 2016
 
 
As of June
30, 2016
 
 
 
 
 
  As Adjusted
 
Identifiable assets:
 
 
 
 
 
 
Corporate headquarters
 $1,524,134 
 $1,521,210 
 $1,299,226 
 $1,521,210 
U.S.A.
  86,944 
  87,790 
U.S.A. : fund management
  12,167,931 
  8,575,810 
U.S.A. : data streaming
  82,032 
  87,790 
New Zealand
  2,024,002 
  2,199,128 
  1,916,937 
  2,199,128 
Canada
  1,002,866 
  956,855 
  1,114,617 
  956,855 
Consolidated
 $4,637,947 
 $4,764,983 
 $16,580,743 
 $13,540,793 
 
The following table presents a summary of operating information for the 3-month periodsthree months ended September 30,December 31, 2016 and 2015: (note: New Zealand revenues are for a period of 2 months for 2015 and Canadian interests had not yet been acquired in 2015)
 
 
3-Months Ended September 30, 2016
 
 
3-Months Ended September 30, 2015
 
 
3-Months Ended December 31, 2016
 
 
3-Months Ended December 31, 2015
 
Revenues from unaffiliated customers:
 
 
 
 
 
 
 
As Adjusted
 
U.S.A. : data streaming and hardware
 $64,528 
 $121,200 
 $25,039 
 $(3,500)
U.S.A. : investment fund management
  6,472,531 
  5,645,696 
New Zealand : Food Industry
  1,205,639 
  600,525 
  1,203,521 
  996,563 
Canada
  825,065 
  - 
Canada : Security alarm monitoring
  828,114 
  - 
Consolidated
 $2,095,232 
 $721,725 
 $8,529,205 
 $6,638,759 
    
    
Net income (loss) after taxes:
    
    
Corporate headquarters
 $(189,443)
 $(73,071)
 $(158,990)
 $(43,459)
U.S.A. : Mobile video recording devices
  (16,832)
  (1,670)
U.S.A. : data streaming and hardware
  (16,035)
  (4,181)
U.S.A. : investment fund management
  1,068,716 
  966,764 
New Zealand : Food Industry
  (25,107)
  2,367 
  17,154 
  29,950 
Canada : Security alarm monitoring
  115,125 
  - 
  105,603 
  - 
Consolidated
 $(116,256)
 $(73,006)
 $1,016,446 
 $949,074 
 

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents a summary of operating information for the six months ended December 31, 2016 and 2015: (note: New Zealand interest were present for only 5 months in 2015 and Canadian interests had not yet been acquired in 2015)
 
 
6-Months Ended December 31, 2016
 
 
6-Months Ended December 31, 2015
 
Revenues from unaffiliated customers:
 
 
 
 
As Adjusted
 
U.S.A. : data streaming and hardware
 $89,566 
 $117,700 
U.S.A. : investment fund management
  12,840,475 
  10,941,614 
New Zealand : Food Industry
  2,394,081 
  1,610,923 
Canada : Security alarm monitoring
  1,641,660 
  - 
    Consolidated
 $16,965,782 
 $12,670,237 
 
    
    
Net income (loss) after taxes:
    
    
Corporate headquarters
 $(337,906)
 $(117,161)
U.S.A. : data streaming and hardware
  (32,867)
  (1,817)
U.S.A. : investment fund management
  2,486,232 
  2,376,828 
New Zealand : Food Industry
  (7,640)
  28,244 
Canada : Security alarm monitoring
  219,121 
  - 
    Consolidated
 $2,326,940 
 $2,286,094 
The following table presents a summary of capital expenditures for the 3-monthssix months ended September 30:
 
 
2016 
 
 
2015
 
Capital expenditures:
 
 
 
 

 
Corporate headquarters
 $- 
 $1,519,802 
U.S.A
  - 
  - 
New Zealand
  40,357 
  38,361 
Canada
  - 
  - 
Consolidated
 $40,357 
 $1,558,163 
December 31:
 
 
Capital expenditures:
 
  2016    
 
 
 2015
 
Corporate headquarters
 $- 
 $863
 
New Zealand
  43,049 
  109,722 
Canada
  4,297 
  - 
Consolidated
 $47,346 
 $110,585 
NOTE 14.15.
REVERSE STOCK SPLIT
 
On November 11, 2015, the Board of Directors (the “Board’) of the Company approved the implementation of a one-for-ten (1:10) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”). The Reverse Stock Split became effective when trading opened on December 15, 2015. The Reverse Stock Split was previously approved by the Company’s shareholders pursuant to a majority written consent and by the Board pursuant to unanimous written consent on February 26, 2015. The approvals provided discretion to the Board to implement the Reverse Stock Split by the end of 2015. The number of the Company’s authorized shares of common stock did not change. All figures have been presented on the basis of reverse split wherever applicable for all the periods presented in these financial statements.
NOTE 15.
SUBSEQUENT EVENTS
 
On September 19, 2016, the Company entered into a conditional Stock Purchase Agreement (the “Agreement”), dated September 19, 2016, with Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”) and certain shareholders of Wainwright (the “Sellers”), pursuant to which the Sellers conditionally agreed to sell, and the Company conditionally agreed to purchase, shares representing approximately 97% of the total issued and outstanding common stock of Wainwright (the “Wainwright Shares”). The Company intends to make an offer to acquire the remaining Wainwright shares of common stock prior to the Closing.
As a result of the transaction, current shareholders of Wainwright will become shareholders of the Company. Mr. Gerber, along with certain family members and certain other Wainwright shareholders, currently own the majority of the common stock in the Company as well as Wainwright. Following the closing of this transaction, he and those shareholders will continue to own the majority of the Company voting shares.
Wainwright owns all of the issued and outstanding limited liability company membership interests of United States Commodity Funds LLC, a Delaware limited liability company (“USCF”) and USCF Advisers, LLC (“USCF Advisers”). USCF is a commodity pool operator registered with the Commodity Futures Trading Commission. USCF Advisers is an SEC registered investment adviser. USCF and USCF Advisers act as the advisers to the Funds set forth in the Agreement (each, a “Fund”, and collectively, the “Funds”).

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The Closing shall occur on the later of (i) the date that is two Business Days following the date on which the last of the conditions to Closing set forth in Articles VIII and IX of the Agreement have been satisfied or, to the extent permitted by applicable Legal Requirements, waived by the relevant party, (ii) the 21st calendar following the date on which the Definitive Schedule 14C was mailed to the Concierge Shareholders, and (iii) such other time and date as the parties may agree.
The conditions to the Closing of the Contemplated Transaction are more particularly described in Articles VIII and IX of Exhibit 10.1 which is attached to the Form 8K submitted on September 19, 2016 and incorporated herein by this reference. The conditions to the Closing include, but are not limited to, the Company’s receipt of a Fairness Opinion to the effect that, as of the date of the Agreement, and based upon and subject to the limitations and assumptions set forth in such opinion, the Purchase Price to be paid by the Company pursuant to the Agreement is fair, from a financial point of view, to the holders of shares of the Company.
There is no guarantee that the Closing of the Contemplated Transaction will occur either as provided for in the Agreement or at all. There is no guarantee that either the Company or Wainwright will fulfill all conditions to Closing and that if not fulfilled, that either party will waive the outstanding condition to Closing. As of November 15, 2016 the Company has not completed the steps necessary to close the proposed transaction.
On October 11, 2016 the Company made the adjusted payment of CD$277,266, recorded as Purchase Consideration Payable of US$214,035 in the accompanying financial Statements.
On November 1, 2016 the Company entered into a promissory note agreement with Wainwright Holdings, Inc. in the amount of $200,000. Wainwright Holdings, Inc. is an affiliate of our CEO, Nicholas Gerber, who is also the CEO of Wainwright Holdings, Inc. The note accrues interest on the unpaid principal at the rate of 4% per annum until maturity at November 1, 2017, or the date of repayment. In the event of a default the interest rate increases to 8% per annum on the unpaid principal amount due past the maturity date. The note is unsecured.

 
Item 2. 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the condensed financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere in this quarterly report on Form 10-Q. See "Financial Statements."
Forward-Looking Information
This quarterly report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding the plans and objectives of management for future operations. This information may involve known and unknown risks, uncertainties and other factors that may cause Concierge Technologies, Inc.’s (“Concierge” or the “Company”) actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe Concierge’s future plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project,” the negative of these words, other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and Concierge cannot assure investors that the projections included in these forward-looking statements will come to pass. Concierge’s actual results could differ materially from those expressed or implied by the forward-looking statements as a result of various factors.
Concierge has based the forward-looking statements included in this quarterly report on Form 10-Q on information available to it on the date of this quarterly report on Form 10-Q, and Concierge assumes no obligation to update any such forward-looking statements. Although Concierge undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, investors are advised to consult any additional disclosures that Concierge may make directly to them or through reports that Concierge in the future files with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
 
Some of the information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report includes forward-looking statements based on our current management’s expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, among others, our limited operating history, unpredictability of future operating results, competitive pressures and the other potential risks and uncertainties.
 
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. See "Financial Statements."
Introduction
 
Concierge Technologies, Inc. (the “Company”(“Concierge”) or the (“Company”) conducts business primarily through its wholly-owned operating subsidiaries.subsidiaries operating in the U.S., New Zealand and Canada, respectively. The operations of the Company’s wholly-owned subsidiaries are more particularly described herein but are summarized as follows:
 
●
Kahnalytics, Inc. (“Kahnalytics”), a USU.S. based company, captures and presents data from vehicle-mounted camera devices equipped for live-streaming.
●
Gourmet Foods, Ltd. (“GFL”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.
●
Brigadier Security Systems (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems. These activities are conducted
●
Wainwright Holdings Inc. (“Wainwright”), a U.S. based company, manages investment funds primarily in the US, New Zealandcommodities and Canada respectively.futures financial markets.
 
On May 26, 2015, a new wholly-owned subsidiary named Kahnalytics, Inc. (“Kahnalytics”), was established in the StateResults of California for the purpose of taking on the segment of the business retained in the spinoff of Janus Cam and to direct resources towards the further development of data processing capabilities intended for risk management used by vehicle insurance companies. As of September 30, 2016, Kahnalytics provides an online platform where subscribers to the Kahnalytics Fleet Management Service (“FMS”) can track their vehicles, view event video clips, see programmable alert functions and use the live-streaming function to operate in-vehicle cameras as a webcam in real time.
On August 11, 2015, we acquired all of the issued and outstanding stock in Gourmet Foods, Ltd., a New Zealand corporation (“Gourmet Foods”) located in Tauranga, who is a commercial-scale manufacturer of New Zealand meat pies under the brand names “Ponsonby Pies” and “Pat’s Pantry”. Gourmet Foods distributes its products through major grocery store chains, convenience stores, small restaurants and gasoline station markets. The purchase price of $1,753,428 was paid in cash.

On June 2, 2016, we acquired all of the issued and outstanding stock in Brigadier Security Systems, a Canadian corporation (“Brigadier”) located 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. The all-cash purchase price was $1,540,829.Operations
 
Kahnalytics
 
During the three-month periodThe six months ended September 30, 2015, Kahnalytics purchased cameras, various other hardware items, and installation services for sale to specific insurance companies, and ultimately for installation into insured’s vehicles. The hardware items were either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as “Advance to Suppliers.” Generally, hardware is sold to customers who require delivery and installation of the product in their vehicles. The charges for services such as these are included in the bundled, installed, sales price reflected on sales invoices and accounts receivable. Total revenues for the three-month period ended September 30, 2015 were $121,200.
The three-month period ended September 30,December 31, 2016 involved a different business model.model than that of the corresponding period in 2015. By obtaining an exclusive software license and partnering with a camera importer/distributor as a channel-to-market, Kahnalytics began the business of hosting a web-based server that subscribers could access to view their camera video files, vehicle location, speed and event triggers in real time. The system was ready to launch by June 2016. To facilitate the sales process and entice customers to the online subscription service, Kahnalytics implemented a hardware subsidy program and offered a wireless data plan that was resold to subscribers of the service, called the Kahnalytics Fleet Management Service or “FMS”. Two types of services were offered, 1) a FMS basic subscription plan where subscribers provided their own wireless connection to the FMS and 2) a FMS data plan where subscribers were provided hardware needed to connect wirelessly to the Internet and also charged a monthly fee for the air time usage. Kahnalytics also charged a subsidized price of $50 per each wireless hardware device used in creating the wireless connection. For the three-month period ended September 30, 2016, the total revenues from hardware sales, including disposal of obsolete camera devices, was $51,075. Kahnalytics purchases data plans from a network reseller and, in turn, resells that plan to its subscribers.
During the six months ended December 31, 2015, Kahnalytics purchased cameras, various other hardware items, and installation services for sale to specific insurance companies, and ultimately for installation into insured’s vehicles. The hardware items were either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold. Inventory orders which had been paid for, or partially paid for, in advance of receipt are classified as “Advance to Suppliers.” Generally, hardware is sold to customers who require delivery and installation of the product in their vehicles. The charges for services such as these are included in the bundled, installed, sales price reflected on sales invoices and accounts receivable.

Due to these differences in the business model of Kahnalytics, the comparative results below will not be a true representation of Kahnalytics operating trends.
For the three-month periodThree Months Ended December 31, 2016 Compared to the Three Months Ended December 31, 2015
For the three months ended September 30,December 31, 2016 sales of FMS basic subscriptions were $2,158$2,667 and FMS data plans were $11,295.$20,685. There were no FMS related subscription or hardware sales for the three-month periodthree months ended September 30,December 31, 2015. Hardware sales of wireless connection devices for the three-month periodthree months ended September 30,December 31, 2016 were $8,950$1,688 as compared to $0 for the three-month periodthree months ended September 30,December 31, 2015. Other income for the three months ended December 31, 2016 was $7 for reimbursed shipping charges as compared to $81 for the three months ended December 31, 2015 as an adjustment to sales tax liability.
Net loss for the three months ended December 31, 2016 after income tax of $800 and a downward revaluation to inventory as a result of selling subsidies of $2,774 was $16,036 as compared to a net loss for the three months ended December 31, 2015 of $4,181 after income tax provision of $800.
No sales were recorded for the three-month period ended September 30,December 31, 2015, apart from a refund of $3,500. Total revenues (including other income) for the three month periods ended December 31, 2016 was $684 and comprised of adjustments2015 were $25,046 and ($3,419) respectively.
For the Six Months Ended December 31, 2016 Compared to the impairmentSix Months Ended December 31, 2015
For the six months ended December 31, 2016 sales of inventory taken at June 30,FMS basic subscriptions were $4,825 and FMS data plans were $31,980. There were no FMS related subscription sales for the six months ended December 31, 2015. Hardware sales of wireless connection devices for the six months ended December 31, 2016 were $10,637 as compared to $0 for the three-month periodthree months ended September 30,December 31, 2015. Other income for the six months ended December 31, 2016 was $7 for reimbursed shipping charges as compared to $81 for the three months ended December 31, 2015 as an adjustment to sales tax liability. Obsolete camera inventory was also liquidated during the six months ended December 31, 2016 for a total of $42,124. Total revenues (including other income) for the six month periods ended December 31, 2016 and 2015 were $89,573 and $117,781 respectively.
Net loss for the six months ended December 31, 2016 after income tax of $800 and a downward revaluation to inventory as a result of selling subsidies of $2,774 was $32,867, as compared to a net loss for the six months ended December 31, 2015 of $1,817 after income tax provision of $800.
Accounts receivable as of September 30,December 31, 2016 were $39,455$43,805 as compared to $2,640 as of June 30, 2016. The difference is attributed to the sale of discontinued hardware at a discount to a distributor on a deferred payment plan rather than any significant change in the aging of accounts receivable. Net loss, after payment of minimum income tax of $800, was $16,832 as compared to a net income for the three-month period ended September 30, 2015 of $2,364.

 
Gourmet Foods, Ltd.
 
Gourmet Foods Limited (“GFL”), 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. GFL,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. GFLGourmet 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. Concierge Technologies purchased all of the issued and outstanding shares of GFLGourmet Foods as of August 1, 2015 even though the transaction did not officially close until August 11, 2015.
 
An independent evaluation of the assets of GFL was commissioned as was an audit of their last two fiscal years ended March 31st. It was ascertained that GFL had experienced a net loss over the fiscal year ended March 31, 2015 of $9,558. Contributing to the loss were several factors that current management does not expect to reoccur which included an effort to export product to Korea and an ill-suited sales effort involving the addition of field sales representatives and their associated expenses including company provided vehicles. Since the acquisition date of August 11, 2015 GFL has initiated several strategies designed to improve profitability through a more efficient and automated production process and sales growth initiatives that involve an outreach to areas currently underserved by GFL. To assist with the purchase of new machinery and cover interim working capital needs, Concierge Technologies extended an interest-free intercompany loan of NZ$250,000. That loan was subsequently repaid to the Company during the current quarter ending September 30, 2016.
The accompanying financial statements include the operations of GFLGourmet Foods for the period August 1, 2015 through September 30,December 31, 2015 as compared to the operations for the period July 1, 2016 through September 30,December 31, 2016. Due to these differences in the accounting periods, the comparative results below will not be a true representation of GFL’s operating trends.
 
GFLGourmet Foods operates exclusively in New Zealand and thus the New Zealand dollar is its functional currency. In order to consolidate ourConcierge’s reporting currency, the US dollar, with that of GFL we recordGourmet Foods, Concierge records foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. The translation of New Zealand currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Condensed Consolidated Balance Sheets.

For the Three Months Ended December 31, 2016 Compared to the Three Months Ended December 31, 2015
 
Net revenues for the three-month period ending September 30,three months ended December 31, 2016 were $1,205,639$1,203,521 with cost of goods sold of $817,017$839,571, resulting in an operating incomea gross profit of $388,621$363,950 for an approximate 32.2%30% gross margin. margin as compared to net revenues for the three months ended December 31, 2015 of $996,564 with a cost of goods sold for the three months ended December 31, 2015 of $683,345 producing a 31% gross profit of $313,219.
General and administrative expenses for the three-month period ending September 30,three months ended December 31, 2016 were $359,009 with$117,272 plus depreciation expense of $68,321,$69,872, marketing expense $96,847, wages $56,840 and interest income of $1,186, other$378 producing a pre-tax net income of $438 and a gain on currency translation of $11,981 producing a net loss of $25,107$23,498 as compared to a pre-tax net lossincome of $2,365, after income tax provision of $695,$41,598 for the 2-month period ending September 30, 2015 where revenues were $600,525. Cost of goods sold for the two-month period ending September 30, 2015 were $440,590 producing a 26.6% gross profit of $159,954.three months ended December 31, 2015. General and administrative expenses for the two-month period ending September 30,three months ended December 31, 2015 were $124,739$145,862, marketing expense $2,530, wages $66,702, and depreciation was $37,329$58,450 which produced an operating lossincome of $2,134$39,675 before interest income of $464$1,183, other income of $740 and income tax provision of $695. $11,647.

Overall, profit margins for the comparative periods are upconsistent and differences are attributed to depreciation expense, varying income tax provisions and the strengthening of the U.S. dollar against New Zealand currency during the current period.
For the Six Months Ended December 31, 2016 Compared to the Five Months Ended December 31, 2015
Net revenues for the six months ended December 31, 2016 were $2,394,081 with cost of goods sold of $1,646,370 resulting in a gross profit of $747,711 as compared to the five months ended December 31, 2015 where net revenues were $1,610,923; cost of goods sold were $1,134,086; and gross profit was $476,837.
General and administrative expenses for the six months ended December 31, 2016 and 2015 were $355,988 and $253,608, respectively, plus marketing expenses of $107,101 compared to $2,702, and wages of $162,388 compared to $86,396 producing operating incomes of $122,234 and $134,130, respectively, or approximately 5.5% prior5% net operating profit for six months ended December 31, 2016 as compared to 8% for the five months ended December 31, 2015.
The depreciation expense, income tax provision and other income totaled $129,873 for the six months ended December 31, 2016 over 2015.as a compared to $105,410 for the five months ended December 31, 2015, resulting in a net loss of $7,640 as compared to a net income of $28,721, respectively.
 
Accounts receivable as of December 31, 2016 were $301,002 as compared to $285,673 at June 30, 2016.
Overall, profit margins for the comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions and the strengthening of the US dollar against New Zealand currency during the current period.
Brigadier Security Systems
 
Brigadier Security Systems (“Brigadier”) was founded in 1985 and through internal growth and acquisitions the core business of Brigadier began in 1998. Today Brigadier is one of the largest SecurTek dealers in Saskatchewan with offices in both major urban areas of Regina (under the fictitious business name of “Elite Security”) and Saskatoon. Brigadier is also a Honeywell Certified Access Control Distributor, Kantech Global Dealer and UTC Interlogix Security Pro dealer and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, camera monitoring, motion detection, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware to customers and a full timefull-time monitoring of the premises. The contract for monitoring the premise is then conveyed to a third partythird-party telecom in exchange for an upfront payment and recurring residuals based on subscriber contracts.

 
The accompanying Condensed Consolidated Statements of Operations include the operations of Brigadier only for the three-month period ending September 30,three and six months ended December 31, 2016 because weConcierge did not acquire Brigadier until June 2, 2016, and thus there is no comparison data to be supplied for the three-month period ending September 30,three and six months ended December 31, 2015.

 
Brigadier operates exclusively in Canada and thus the Canadian dollar is its functional currency. In order to consolidate ourConcierge’s reporting currency, the US dollar, with that of Brigadier, we recordConcierge records foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. The translation of Canadian currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. Gains and losses resulting from the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Condensed Consolidated Balance Sheets.
 
Brigadier purchases various component parts and accessories anticipated to be required in near-term installations of systems pursuant to sales forecasts. These parts are listed in inventory until sold, which is determined by a sales contract, delivery of the product, and a reasonable expectation of payment under typical terms of sale are in evidence. Inventories are valued at the lower of cost (determined on a FIFO basis) or market. Inventories include product cost, inbound freight and warehousing costs. We compareConcierge compares the cost of inventories with the market value and an allowance is made for writing down the inventories to their market value, if lower.
 
The netFor the Three Months Ended December 31, 2016
Net sales for the three-month period ending September 30,three months ended December 31, 2016 were $824,830$827,910 with cost of goods sold recorded as $233,837$201,000, resulting in a gross profit of $590,993 and$626,910 with a gross margin of 71.7%approximately 76%.
General and administrative expenses for the three-month periodthree months ended December 31, 2016 were $425,375$104,026 plus marketing expense $44,252 and wages $335,457 providing net operating income before income tax provision, depreciation and other income and expense of $165,618,$143,173 or 20%approximately 17%.
The depreciation expense for Brigadier for the three-month periodthree months ended December 31, 2016 was $1,137,$1,262; income tax provision at September 30,December 31, 2016 was $42,580,$38,393; interest income was $35,$31; commission income was $236,$204; and gain on disposal of fixed assets was $1,849 resulting in a net profit of $105,603.

For the Six Months Ended December 31, 2016
The net sales for the six months ended December 31, 2016 were $1,641,224 with cost of goods sold recorded as $431,572, resulting in a gross profit of $1,209,651 with a gross margin of approximately 74%.
General and administrative expenses for the six months ended December 31, 2016 were $902,409 plus marketing expense $50,547 and wages $662,234 providing net operating income before tax provision, depreciation and other income and expense of $307,242 or approximately 19%.
The depreciation expense for Brigadier for the six months ended December 31, 2016 was $2,386; income tax provision for the six months ended December 31, 2016 at $80,379; interest expense was $279; commission income was $436; and loss on disposal of fixed assets was $8,183$6,220, resulting in a net profit of $115,125. $219,121.
Accounts receivable at September 30,December 31, 2016 were $467,162.$404,616 as compared to $550,907 at June 30, 2016.
Wainwright Holdings
Wainwright was founded 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, United States Commodity Funds, LLC (“USCF”), a wholly-owned subsidiary of Wainwright, was formed as a single member limited liability company in the State of Delaware. USCF is a registered commodity pool operator with the Commodity Futures Trading Commission (“CFTC”) and a member of the National Futures Association (“NFA”) and serves as the General Partner (“General Partner”) for various limited partnerships (“LP”) as noted below. In June 2013, USCF Advisers, LLC (“Advisers”), a wholly-owned subsidiary of Wainwright, 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”) as an open-end management investment company registered under the Investment Company Act of 1940, as amended ('the 1940 Act"). In October 2016, the Advisers board of managers formed USCF Mutual Funds Trust as an open-end management investment company registered under the 1940 Act. Wainwright and subsidiaries USCF and Advisers are collectively referred to as the “Wainwright” hereafter.
Wainwright’s operating activities consist primarily of providing management and investment advisory services to eleven public LP funds and two exchange-traded funds (“ETF’s”).
USCF is currently the General Partner in the following Securities Act of 1933 LP commodity based index funds and Sponsor (“Sponsor”) for the fund series within the United States Commodity Index Funds Trust (“USCIF Trust”):

USCF as General Partner for the following Funds
United States Oil Fund, LP (“USO”)Organized as a Delaware limited partnership in May 2005
United States Natural Gas Fund, LP (“UNG”)Organized as a Delaware limited partnership in November 2006
United States Gasoline Fund, LP (“UGA”)Organized as a Delaware limited partnership in April 2007
United States Diesel Heating Oil Fund, LP (“UHN”)Organized as a Delaware limited partnership in April 2007
United States 12 Month Oil Fund, LP (“USL”)Organized as a Delaware limited partnership in June 2007
United States 12 Month Natural Gas Fund, LP (“UNL”)Organized as a Delaware limited partnership in June 2007
United States Short Oil Fund, LP (“DNO”)Organized as a Delaware limited partnership in June 2008
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 (“USCI Trust”)A series trust formed in Delaware December 2009
     United States Commodity Index Fund (“USCI”)A commodity pool formed in April 2010 and made public August 2010
     United States Copper Index Fund (“CPER”)A commodity pool formed in November 2010 and made public November 2011
     United States Agriculture Index Fund (“USAG”)A commodity pool formed in November 2010 and made public April 2012
     United States Metal Index Fund (“USMI”)A commodity pool formed in November 2010, and made public June 2012, ceased trading and liquidated March 2015
    USCF Canadian Crude Oil Index Fund (“UCCO”)UCCO is currently in registration and has not yet commenced operations.
In addition, USCF is the sponsor of the USCF Funds Trust, a Delaware statutory trust, and each of its series, the REX S&P MLP Fund, the REX S&P MLP Inverse Fund, the United States 3X Oil Fund and the United States 3X Short Oil Fund, all of which are funds that are currently in registration and have not commenced operations. 
Advisers serves as the investment adviser to the fund(s) within the ETF Trust and has overall responsibility for the general management and administration of the ETF Trust. Pursuant to the current Investment Advisory Agreement, Advisers provides an investment program for the ETF Trust fund(s) and manages the investment of the assets.

Advisers as fund manager for each series within the ETF Trust
Equity ETF Trust (“ETF Trust”)Organized as a Delaware statutory trust in November 2013
     Stock Split Index Fund (“TOFR”)Fund launched September 2014
     Restaurant Leaders Index Fund (“MENU”)Fund launched November 2016
All USCF funds and ETF Trust or Advisers funds are collectively referred to as the “Funds” hereafter.
For the Three Months Ended December 31, 2016, Compared to the Three Months Ended December 31, 2015
Wainwright’s revenue and expenses are primarily driven by the amount of Fund assets under management (“AUM”). Wainwright earns monthly management and advisory fees based on agreements with each Fund as determined by the contractual basis point management fee structure in each agreement multiplied by the average AUM over the given period. Many of the company’s expenses are dependent upon the amount of AUM. These variable expenses include Fund administration, custody, accounting, transfer agency, marketing and distribution, and sub-adviser fees and are primarily determined by multiplying contractual fee rates by AUM.
Average AUM for the three months ended December 31, 2016 increased to $4.849 billion, or 13.7%, from the three month average of $4.265 billion for the three months ended December 31, 2015. As a result of increased AUM revenues increased 14.6%, or $0.827 million, to $6.473 million from $5.646 million over the respective three month period.
Wainwright’s total operating expenses for three months ended December 31, 2016 increased $0.932 million to $4.862 million, or 23.7%, from $3.930 million for the three months ended December 31, 2015. Variable expenses, as described above, increased $0.273 million over the respective three month period as a result of increased AUM. Wainwright also incurred one-time professional fees of $0.231 million during the current quarter as part of the acquisition by Concierge. Other expense increases for the three months ended December 31, 2016 as compared to the three months ended December 31, 2015 included increases in employee headcount compared to the prior year, $0.100 million increase in marketing spend and $0.145 million in other professional service and general and administrative expenses.
Net income before taxes for the three months ended December 31, 2106 decreased $0.108 million to $1.611 million from $1.719 million for the three months ended December 31, 2015. The decrease was primarily due to one-time acquisition expenses and an increase in employee headcount from filling two previously open positions and hiring for two new positions.

For the Six Months Ended December 31, 2016, Compared to the Six Months Ended December 31, 2015
Average AUM for the six months ended December 31, 2016 increased to $4.804 billion, or 17.4%, from the six month average of $4.093 billion for the six months ended December 31, 2015. As a result of increased AUM revenues increased 17.4%, or $1.899 million, to $12.841 million from $10.942 million over the respective six month period.
Wainwright’s total operating expenses for six months ended December 31, 2016 increased $1.570 million to $8.785 million, or 21.8%, from $7.215 million for the six months ended December 31, 2015. Variable expenses, as described above, increased $0.716 million over the respective six month period as a result of increased AUM. Wainwright also incurred one-time professional fees of $0.231 million during the six month ended December 31, 2016 as part of the acquisition by Concierge. Other expense increases for the six months ended December 31, 2016 as compared to the six months ended December 31, 2015 included increases in new fund startup costs of $0.195 million compared to the prior year, $0.159 million increase in marketing spend, an increase of $0.127 million in Fund expense waiver reimbursements based on contractual expense thresholds for certain funds, and $0.142 million in other professional service and general and administrative expenses.
Net income before taxes for the six months ended December 31, 2106 increased $0.325 million to $4.056 million from $3.731 million for six months ended December 31, 2015 due to increases in AUM partially offset by one-time acquisition expenses.
 
Concierge Technologies and Subsidiaries
 
The Company overallWith the acquisition of Wainwright, where Wainwright and Concierge have a commonality of ownership and control as represented by the shareholdings, the acquisition has been recorded as a transaction between entities under Common Control on the Condensed Consolidated Balance Sheets of the Company. Further, the Condensed Consolidated Statements of Operations and Comprehensive Income have been adjusted to include the carrying value of operations of Wainwright as if the transaction had concluded on July 1, 2015.
For the Three Months Ended December 31, 2016 Compared to the Three Months Ended December 31, 2015
Concierge incurred an operating lossincome (before provisions for income taxes, other income and expenses, and other comprehensive gains/losses) for the three-month periodthree months ended September 30,December 31, 2016 of $64,536$1,606,559 as compared to an operating lossincome of $74,412$1,707,299 for the three-month periodthree months ended September 30, 2015.December 31, 2015 of $1,707,299. This represents a decrease in operating lossesincome of $9,876$100,740 over the current three-month periodthree months ended December 31, 2016 when compared to the same period of the previous year. three months ended December 31, 2015.

Other expenses comprised of $11,981 of currency translation gain (this gain was realized by GFL on the repayment in US currency of the intercompany loan made to GFL in NZ currency), income of $435 in wage subsidy, a downward adjustment to inventory impairment of $684, net loss on disposal of assets of $8,183 and net interest expense of $13,256 during the three-month period ending September 30, 2016 totaled $8,340 as compared to other income recorded for the three-month period ending September 30, 2015 of $1,406. The net loss from continuing operations (before income tax and other comprehensive loss) for the three-month periods ending September 30, 2016 and 2015 were $72,876 and $73,006 respectively. Total net loss(expenses) for the three months ended September 30,December 31, 2016 and 2015 were ($3,075) and $6,116, where the expense realized in 2016 was $116,256primarily a result of interest accruing on outstanding loan balances that did not exist for the same period in 2015. Income tax provisions for the three months ended December 31, 2016 and 2015 were $587,038 and $764,340, respectively, resulting in a net income of $1,016,446 and $949,074, respectively. After giving consideration to currency translation gain of $4,714, the comprehensive income for the three months ended December 31, 2016 was $1,021,161 as compared to the three months ended December 31, 2015, where currency translation gain of $69,847 resulted in a comprehensive income of $1,018,921.
Overall, the net lossincome, before currency translation gains and losses, between the three months ended December 31, 2016 as compared to the three months ended December 31, 2015 increased by $67,372 or approximately 7%. Contributing to the difference in net income between the comparison periods is the absence of Brigadier Security Systems and their contributing revenues for the three-months ending September 30,entirety of the 2015 period and, reducing the increase in profits, are the one-time transaction costs to acquire the aforementioned subsidiaries plus the transaction cost to acquire Wainwright during the current period.
For the Six Months Ended December 31, 2016 Compared to the Six Months Ended December 31, 2015
Concierge incurred an operating income (before provisions for income taxes, other income and expenses, and other comprehensive gains/losses) for the six months ended December 31, 2016 of $73,006, after inclusion$3,982,862 as compared to an operating income of $3,643,763 for the six months ended December 31, 2015. This represents an increase in operating income of $339,099 over the six months ended December 31, 2016 when compared to the six months ended December 31, 2015, or approximately 9%.
Other income for the six months ended December 31, 2016 and 2015 were $1,127 and $7,689, where the interest expense recorded in 2016 was primarily a result of accruing interest on outstanding loan balances that did not exist for the same period in 2015. Income tax provisionprovisions for the six months ended December 31, 2016 and 2015 were $1,657,049 and $1,365,368, respectively, resulting in a net income of $43,380$2,326,940 and $0$2,286,094, respectively. Comprehensive Loss, afterAfter giving consideration to foreign currency translation loss of $92,581 the comprehensive income for the three-month periodssix months ended September 30,December 31, 2016 and 2015 of $9,738 and $86,204, were $125,995 and $159,210 respectively.

Management attributes much of the net loss incurred during the current three-month periodwas $2,234,359 as compared to the depreciationsix months ended December 31, 2015 where the currency translation loss was $16,357 and the comprehensive income was $2,269,737. Comprehensive loss is comprised of the fixed assetsfluctuations in foreign currency exchange rates and intangible assets acquired with its foreign subsidiaries in the amount of $99,437, the adjustments toeffects the valuation of fixed assets after disposals of $100,699our holdings in New Zealand and Canada as a result.
Overall, the transaction costs connectednet income, before currency translation gains and losses, between the six months ended December 31, 2016 as compared to the acquisitionsix months ended December 31, 2015 increased by $40,846 or approximately 1.7%. Contributing to the difference in net income are (i) the presence of GFLour subsidiary Gourmet Foods for only five months of the 2015 period and (ii) the absence of Brigadier Security Systems coupled withfor the associated audit fees incurred post-transaction. Although there are expected to be additional audit costs going forward when compared to historic costs incurred for Concierge US-based subsidiaries, management does not anticipate them to be significant in relation toentirety of the 2015 period. Reducing the increase in revenues provided byprofits for the operation of GFL and Brigadier Security Systems.six months ended December 31, 2016 are the one-time transaction costs to acquire the aforementioned subsidiaries plus the transaction cost to acquire Wainwright during the six months ended December 31, 2016.

 
Liquidity
 
During the previous 12 months we haveConcierge has invested approximately $3.5 million in cash towards purchasing and assimilating Gourmet Foods and Brigadier Security Systems into the Concierge Technologies group of companies. We have continuedConcierge also acquired Wainwright, which provides a significant revenue stream and value. Concierge continues to pursue alternative business strategies with Kahnalytics and intendintends to grow that opportunity by implementation of a new sales channel and recurring revenue stream model inas the coming months that is envisioned to produce a sustainable, recurring, revenue stream when finalized.situation develops while limiting its capital expenditures. Management forecasts bothWainwright, Gourmet Foods and Brigadier Security Systems to all produce a profit during the current 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 current fiscal year. While we intendConcierge intends to maintain and improve ourits revenue stream from wholly owned subsidiaries, Kahnalytics, Brigadier Security Systems and Gourmet Foods, we have also entered into an agreementConcierge continues to acquire Wainwright Holdings, Inc., an affiliatepursue acquisitions of our CEO Nicholas Gerber, through a stock-for-stock exchange. The particulars of the proposed transaction are more specifically detailed in the Company’s form 8K filed on September 20, 2016other profitable companies which meet its target profile. Management believes these acquisitions can be completed with the United States Securities and Exchange Commission and incorporated herein by reference. We are also looking to expand our business to include other synergistic partners and pursue possible licensing agreements for product distribution on a global scale.available cash resources with no further equity dilution or debt instruments. Provided ourConcierge’s subsidiaries continue to operate as they are presently, and are projected to operate, we haveConcierge has sufficient capital to pay ourits general and administrative expenses for the coming fiscal year and to adequately pursue ourits long term business objectives.
 
Item 3.
Quantitative and Qualitative Disclosures about Market Risk.
 
The CompanyConcierge is a smaller reporting company and is not required to provide the information required by this item.
Item 4.   Controls and Procedures

Item 4.
Disclosure Controls and Procedures
 
Evaluation ofConcierge maintains disclosure controls and procedures. The Company carried out an evaluation, that are designed to provide reasonable assurances that the information required to be disclosed in Concierge’s periodic reports filed or submitted under the supervisionSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and withreported within the participationtime period specified in the SEC’s rules and forms.
The duly appointed officers of the Company's management,Concierge, including the Company's Chief Executive Officerits chief executive officer and Chief Financial Officer,chief financial officer, who perform functions equivalent to those of a principal executive officer and principal financial officer of Concierge if Concierge had any officers, have evaluated the effectiveness of the design and operation of the Company'sConcierge’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of Concierge  have been effective as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chiefquarterly report on Form 10-Q.

Change in Internal Control Over Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide 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 officers 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.Reporting
There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1.                                 
Legal Proceedings
 
None.
 
Item 1A. 
Risk Factors.
 
The CompanyConcierge is a smaller reporting company and is not required to provide the information required by this item.
 
Item 2. 
Unregistered Sales of Equity Securities and Use of Proceeds.
 
None.
 
Item 3.
Defaults Upon Senior Securities.
None.
 
Item 4.                                 
Mine Safety Disclosures.
 
Not applicable.
 
Item 5.                                 
Other Information
 
On November 11, 2015, the Board of Directors (the “Board’) of the Company approved the implementation of a one-for-ten (1:10) reverse stock split of all of the Company’s issued and outstanding common and preferred stock (the “Reverse Stock Split”). The Reverse Stock Split became effective when trading opened on December 15, 2015. The number of issued and outstanding shares as of September 30, 2015 have been adjusted such that the effects of the Reverse Stock Split had already taken place.

On September 19, 2016, Concierge Technologies, Inc. (“Concierge” or the Company“Company”) entered into a conditional Stock Purchase Agreement (the “Agreement”), dated September 19, 2016, with Wainwright Holdings, Inc., a Delaware corporation (“Wainwright”) and certain shareholders of Wainwright (the “Sellers”), pursuant to which the Sellers conditionally agreed to sell, and the Company conditionally agreed to purchase, shares representing approximately 97% of the total issued and outstanding common stock of Wainwright (the “Wainwright Shares��Shares”). The Company intendssubsequently, on December 8, 2016, obtained the joiner agreements to make an offer to acquireinclude the remainingentirety of the Wainwright shares of common stock prior to the Closing.
shareholders as Sellers. As a result of the transaction, currentall shareholders of Wainwright willhave become shareholders of the Company.
Prior to the transaction Mr. Gerber, along with certain family members and certain other Wainwright shareholders, currently ownowned the majority of the commonvoting stock in the Company as well as Wainwright. Following the closing of this transaction, he and those shareholders will continue to own the majority of the Company voting shares.

Wainwright owns all of the issued and outstanding limited liability company membership interests of United States Commodity Funds LLC, a Delaware limited liability company (“USCF”) and USCF Advisers, LLC (“USCF Advisers”). USCF is a commodity pool operator registered with the Commodity Futures Trading Commission. USCF Advisers is an SEC registered investment adviser. USCF and USCF Advisers act as the advisers to the Funds set forth in the Agreement (each, a “Fund”, and collectively, the “Funds”).
The Closing shall occur on the later of (i) the date that is two Business Days following the date on which the last of the conditions to Closing set forthtransaction occurred on December 9, 2016 with the issuance of 818,799,976 shares of our common stock and 9,354,119 shares of our Series B Voting, Convertible, Preferred stock in Articles VIIIexchange for all the outstanding and IX ofissued shares held by the Agreement have been satisfied or,Wainwright Shareholders.
The details to the extent permitted by applicable Legal Requirements, waived by the relevant party, (ii) the 21st calendar following the date on which the Definitive Schedule 14C was mailed to the Concierge Shareholders, and (iii) such other time and date as the parties may agree.
The conditions to the Closingacquisition of the Contemplated TransactionWainwright Holdings are more particularly described in Articles VIII and IX of Exhibit 10.1 which is attached to the Form 8K submitted on September 19,December 12, 2016 and incorporated herein by this reference. The conditions to the Closing include, but are not limited to, the Company’s receipt of a Fairness Opinion to the effect that, as of the date of the Agreement, and based upon and subject to the limitations and assumptions set forth in such opinion, the Purchase Price to be paid by the Company pursuant to the Agreement is fair, from a financial point of view, to the holders of shares of the Company.
There is no guarantee that the Closing of the Contemplated Transaction will occur either as provided for in the Agreement or at all. There is no guarantee that either the Company or Wainwright will fulfill all conditions to Closing and that if not fulfilled, that either party will waive the outstanding condition to Closing.
Any future transactions by and among the parties mentioned above may qualify as related party transactions and will be disclosed accordingly.

 
Item 6.                                 
Exhibits
 
The following exhibits are filed, by incorporation and by reference, as part of this Form 10-Q:
 
Exhibit No.    
 
Description

Exhibit NumberDescription of Document
2Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
2
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
  2 
- 
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
3.1Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
3.2Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
3.5Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
3.6Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
3.7Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
3.8Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
3.9Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.
3.10Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010.
10.1Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
10.2Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers. ****
10.3Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers. ****
10.4Consulting Agreement, dated January 26, 2015, by and between Concierge Technologies, Inc. and David Neibert. ****
 
  2 
- 
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
  3.1 
- 
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
  3.2 
- 
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
  3.5 
- 
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
  3.6 
- 
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
  3.7 
- 
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
  3.8 
- 
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
  3.9 
- 
Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.

 
3.10 
- 
Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010.
10.1 
- 
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
10.2 
- 
Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.****
10.3 
- 
Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers. .****
10.4 
- 
Consulting Agreement, dated January 26, 2015, by and between Concierge Technologies, Inc. and David Neibert. .****
10.5 
- 
Stock Redemption Agreement, dated February 26, 2015, by and among Concierge Technologies, Inc. the Shareholders and Janus Cam. ..**(**
10.6 
- 
Distribution Agreement, dated March 4, 2015, by and between Concierge Technologies, Inc. and Janus Cam. *****
10.7
- 
Convertible Promissory Note by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc. dated January 27, 2016. ******
10.8
- 
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. *******
10.9 
- 
Stock Purchase Agreement By and Among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto********
14
- 
Code of Ethics for CEO and Senior Financial Officers.***

31.1 
- 
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
- 
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 
- 
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 
- 
10.5Stock Redemption Agreement, dated February 26, 2015, by and among Concierge Technologies, Inc. the Shareholders and Janus Cam. ..**(**
10.6Distribution Agreement, dated March 4, 2015, by and between Concierge Technologies, Inc. and Janus Cam. *****
10.7Convertible Promissory Note by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc. dated January 27, 2016. ******
10.8
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. *******
10.9Stock Purchase Agreement By and Among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto*********
14Code of Ethics for CEO and Senior Financial Officers. ***
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.
(1) 
Filed herewith.
 
*Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.
 
**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.
 
***Previously filed with Form 10-KSB on October 20, 2004; Commission File No. 000-29913, incorporated herein.
 
+Previously filed with Form 10-KSB FYE 06-30-06 on October 20, 2006; Commission File No. 000-29913, incorporated herein.
 
++ Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for 10-30-07; Commission File No. 000-29913, incorporated herein.
 
****Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.
 
***** Previously filed with Current Report on Form 8-K on March 4, 2015 and incorporated by reference herein.
 
****** Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.
 
******* Previously filed with Current Report on Form 8-K on June 8, 2016 and incorporated by reference herein.
 
******** Previously filed with Current Report on Form 8-K on September 19, 2016 and incorporated by reference herein.

********* Previously filed with Current Report on Form 8-K on December 12, 2016 and incorporated by reference herein.
 
 

SIGNATURES
 
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: November 18, 2016
 
 CONCIERGE TECHNOLOGIES, INC. 
    
Dated: February 21, 2017By:  /s/ Nicholas Gerber 
  Nicholas Gerber Chief Executive Officer 
  Chief Executive Officer 

 
 33
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.

  40