Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2015 | Feb. 05, 2016 | |
RelatedPartyNotesPayableCurrent9 | ||
Entity Registrant Name | CONCIERGE TECHNOLOGIES INC | |
Entity Central Index Key | 1,005,101 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 67,953,870 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
CURRENT ASSETS: | ||
Cash & cash equivalents | $ 586,888 | $ 1,970,062 |
Accounts receivable, net | 165,955 | 95,417 |
Inventory, net | 285,951 | 85,849 |
Other current assets | 12,025 | 0 |
Total current assets | 1,050,819 | 2,151,328 |
Deposits | 13,441 | 183,931 |
Property and equipment, net | 1,201,429 | 0 |
Goodwill | 268,431 | 0 |
Total assets | 2,534,120 | 2,334,259 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 576,453 | 269,501 |
Notes payable - related parties | 8,500 | 8,500 |
Notes payable | 8,500 | 8,500 |
Total current liabilities | 593,453 | $ 286,501 |
COMMITMENT & CONTINGENCY | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, 50,000,000 authorized par $0.001 Series B: 3,754,355 issued and outstanding at December 31, 2015 and June 30, 2015 | 3,755 | $ 3,755 |
Common stock, $0.001 par value; 900,000,000 shares authorized; 67,953,870 shares issued and outstanding at December 31, 2015 and at June 30, 2015 | 67,954 | 67,954 |
Additional paid-in capital | 8,325,620 | 8,325,620 |
Accumulated other comprehensive loss | (16,357) | 0 |
Accumulated deficit | (6,440,305) | (6,349,570) |
Total Stockholders' equity | 1,940,667 | 2,047,758 |
Total liabilities and Stockholders' equity | $ 2,534,120 | $ 2,334,259 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Jun. 30, 2015 |
Stockholders equity: | ||
Preferred stock Series B, par value | $ 0.001 | $ 0.001 |
Preferred stock Series B, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock Series B, issued shares | 3,754,355 | 3,754,355 |
Preferred stock Series B, outstanding shares | 3,754,355 | 3,754,355 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 900,000,000 | 900,000,000 |
Common stock, issued shares | 67,953,870 | 67,953,870 |
Common stock, outstanding shares | 67,953,870 | 67,953,870 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Net revenue | $ 993,064 | $ 0 | $ 1,728,623 | $ 0 |
Cost of revenue | 680,083 | 0 | 1,248,184 | 0 |
Gross profit | 312,981 | 0 | 480,439 | 0 |
Operating expense | ||||
General & administrative expense | 321,221 | 26,729 | 563,141 | 47,480 |
Operating Loss | (8,240) | (26,729) | (82,701) | (47,480) |
Other income (expense) | ||||
Other income | 1,069 | 0 | 1,069 | 0 |
Interest income | 1,128 | (29,169) | 2,545 | (75,250) |
Change in fair value of derivative | 0 | (14,112) | 0 | (48,877) |
Total other income (expense) | 2,197 | (43,281) | 3,614 | (124,127) |
Loss from continuing operations before income taxes | (6,043) | (70,010) | (79,087) | (171,607) |
Provision of income taxes | 11,647 | 0 | 11,647 | 0 |
Loss from continuing operations | (17,690) | (70,010) | (90,734) | (171,607) |
Income (Loss) from Discontinued Operations | ||||
Income (Loss) from Discontinued Operations | 0 | 40,863 | 0 | (19,173) |
Net Loss | (17,690) | (29,147) | (90,734) | (190,780) |
Other comprehensive loss | ||||
Foreign currency translation income (loss) | 69,847 | 0 | (16,357) | 0 |
Comprehensive income (loss) | $ 52,157 | $ (29,147) | $ (107,091) | $ (190,780) |
Weighted average shares of common stock | ||||
Basic and Diluted | 67,953,870 | 33,692,407 | 67,953,870 | 33,325,961 |
Net loss per common share - continuing operations | ||||
Basic and diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Net loss per common share-discontinued operations | ||||
Basic and Diluted | 0 | 0 | 0 | 0 |
Net loss per common share | ||||
Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (90,734) | $ (190,780) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation | 96,676 | 0 |
Beneficial conversion feature expense | 0 | 67,571 |
Change in fair value of derivative liability | 0 | (18,699) |
Amortization of debt issuance cost | 0 | 67,921 |
(Increase) decrease in current assets: | ||
Accounts receivable | 189,464 | 0 |
Inventory | 74,140 | 0 |
Other current assets | 23,982 | 0 |
Increase (decrease) in current liabilities: | ||
Accounts payable & accrued expenses | (18,638) | 17,254 |
Cash provided by (used in) operating activities - continuing operations | 274,890 | (56,733) |
Cash provided by operating activities - discontinued operations | 0 | 167,924 |
Net cash used in operating activities | 274,890 | 111,191 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cash paid for acquisition of subsidiary net of subsidiary cash acquired | (1,519,802) | 0 |
Purchase of equipment | (110,585) | 0 |
Cash used in investing activities - continuing operations | (1,630,387) | 0 |
Cash used in investing activities - discontinued operations | 0 | (69,761) |
Net cash used in investing activities | (1,630,387) | (69,761) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable & debentures | 0 | 35,000 |
Repayments of related parties | 0 | (10,000) |
Net cash used in financing activities | 0 | 25,000 |
Effect of exchange rate change on cash and cash equivalents | (27,677) | 0 |
NET DECREASE IN CASH & CASH EQUIVALENTS | (1,383,174) | 66,430 |
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 1,970,062 | 20,454 |
CASH & CASH EQUIVALENTS, ENDING BALANCE | 586,888 | 86,884 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest paid | 0 | 4,515 |
Income taxes paid | 0 | 26,550 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock in settlement of convertible debentures | $ 0 | $ 55,120 |
1. ORGANIZATION AND DESCRIPTION
1. ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | Concierge Technologies, Inc., (the Company), 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 Companys principal operations include the purchase and sale of mobile video recording devices through its wholly owned subsidiary Kahnalytics, Inc. and the production, packaging and distribution of gourmet meat pies and related bakery confections through its wholly owned New Zealand subsidiary Gourmet Foods, Ltd. |
2. ACCOUNTING POLICIES
2. ACCOUNTING POLICIES | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | Accounting Principles In the opinion of management, the accompanying 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 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 Companys 2015 Form 10-K filed on October 9, 2015 with the U.S. Securities and Exchange Commission. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc., and its wholly owned subsidiaries, Kahnalytics, Inc. and Gourmet Foods, Ltd. All significant inter-company transactions and accounts have been eliminated in consolidation. Other Comprehensive Income (Loss) and Foreign Currency We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. Use of Estimates The preparation 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 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. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), 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. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. . The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company's results of operations or financial condition. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Companys consolidated financial statements. In February 2015, FASB issued ASU No. 2015-02, (Topic 810): Amendments to the Consolidation Analysis. ASU No. 2015-02 provides amendments to respond to stakeholders concerns about the current accounting for consolidation of certain legal entities. Stakeholders expressed concerns that GAAP might require a reporting entity to consolidate another legal entity in situations in which the reporting entitys contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entitys voting rights, or the reporting entity is not exposed to a majority of the legal entitys economic benefits or obligations. ASU No. 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In April 2015, FASB issued ASU No. 2015-05, (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangements. ASU No. 2015-05 provides guidance on a customers accounting for fees paid in a cloud computing arrangement, which includes software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In September 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments. ASU No. 2015-06 simplifies the accounting for measurement-period adjustments attributable to an acquisition. Under prior guidance, adjustments to provisional amounts during the measurement period that arise due to new information regarding acquisition date circumstances must be made retrospectively with a corresponding adjustment to goodwill. The amended guidance requires an acquirer to record adjustments to provisional amounts made during the measurement period in the period that the adjustment is determined. The adjustments should reflect the impact on earnings of changes in depreciation, amortization, or other income effects, if any, as if the accounting had been completed as of the acquisition date. Additionally, amounts recorded in the current period that would have been reflected in prior reporting periods if the adjustments had been recognized as of the acquisition date must be disclosed either on the face of the income statement or in the notes to financial statements. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2015 and early application is permitted. The impact of the guidance on our financial condition, results of operations and financial statement disclosures will depend on the level of acquisition activity performed by the Company. In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. No other recently issued accounting pronouncements are expected to have a material impact on the Companys consolidated financial statements. |
3. GOING CONCERN
3. GOING CONCERN | 6 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 $6,440,305 as of December 31, 2015, including a net loss of $90,734 during the six-month period ended December 31, 2015. 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 sale of its subsidiary Wireless Village dba Janus Cam (Wireless Village), a Nevada corporation, which was experiencing historical operating losses, the acquisition of Gourmet Foods in New Zealand, and the establishment of a new wholly-owned subsidiary named Kahnalytics, 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 realization of profitable operation of newly acquired Gourmet Foods in New Zealand while hedging against the effects of fluctuating currency exchange rates. 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 Companys ability to increase profitability from operations 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. 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 December 31, 2015, towards (i) establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) divestiture of non-profitable operations, (iv) alliance with suitable synergistic partners for business opportunities in mobile incident reporting and, (v) acquisition of established enterprises such as Gourmet Foods with a high likelihood of profitability. Management believes that the above actions will allow the Company to continue operations for the next 12 months. |
4. PROPERTY AND EQUIPMENT
4. PROPERTY AND EQUIPMENT | 6 Months Ended |
Dec. 31, 2015 | |
Property And Equipment | |
PROPERTY AND EQUIPMENT | Property and equipment consisted of the following as of December 31, 2015 and June 30, 2015: December 31, 2015 June 30, 2015 Plant and Equipment $ 1,169,905 - Leasehold Improvements 72,473 - Furniture & Office Equipment 55,613 $ 12,910 Vehicles 16,795 - Total Property and Equipment, Gross 1,314,806 12,910 Accumulated Depreciation (113,377 ) (12,910 ) Total Property and Equipment, Net $ 1,201,429 $ - Depreciation expense amounted to $96,676 and $0 for the six-month periods ended December 31, 2015 and 2014, respectively. |
5. RELATED PARTY TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | Notes Payable - Related Parties Current related party notes payable consist of the following: December 31, 2015 June 30, 2015 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 $ 8,500 $ 8,500 |
6. ACCOUNTS PAYABLE AND ACCRUED
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Accounts payable and accrued expenses consisted of the following: December 31, 2015 June 30, 2015 Accounts payable $ 260,115 $ 108,860 Sales Tax payable - 360 Accrued judgment 135,000 135,000 Accrued interest 2,748 781 Accrued expenses 178,591 24,500 Total $ 576,453 $ 269,501 |
7. NOTES PAYABLE
7. NOTES PAYABLE | 6 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | Shares Issued in Connection with Financing Cost On November 8, 2013 Wireless Village entered into a short term Note Agreement with an unaffiliated individual in the amount of $50,000, the proceeds of which were used to pay down inventory purchase costs. Interest on the Note accrued at the rate of 10% per annum and was payable in monthly instalments with a maturity date of February 19, 2014 payable by Wireless Village. On February 19, 2014 the unaffiliated individual agreed to extend the maturity date to June 1, 2014 and the Company agreed to pay a loan commitment fee of 1.5%, or $750. By agreement, that fee was paid by the issuance of 53,571 shares of common stock with a market value on the date of issuance of $0.014 per share. The note was subsequently extended to mature on January 5, 2015, and then again to mature on February 27, 2015 provided Concierge Technologies guaranteed the repayment on behalf of Wireless Village. A fee in the amount of 1%, or $500, was paid in cash to the noteholder by Wireless Village in exchange for the agreement to extend the maturity date. On February 13, 2015 the note was repaid in full by Concierge Technologies. The amount of the payment made by Concierge Technologies is included in the total of intercompany loan liabilities of Wireless Village and taken into consideration for the calculation of gain on the sale of Wireless Village as a forgiveness of debt. On December 24, 2014 the Company entered into an unsecured promissory note agreement with an unaffiliated individual for the principal amount of $35,000 plus interest to accrue at the rate of 6% per annum on the unpaid principal. The note and accrued interest was due and payable on or before June 30, 2015. The proceeds of the loan were reserved in anticipation of the need to pay a convertible debenture maturing in January 2015. On January 26, 2015 the noteholder became an investor and shareholder of the Company and the amount of $35,000 due under the note agreement was repaid as a credit to the amount of funds due per the stock subscription agreement. No interest was accrued or paid on the note. 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. |
8. CONVERTIBLE DEBENTURES
8. CONVERTIBLE DEBENTURES | 6 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
CONVERTIBLE DEBENTURES | On February 18, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $53,000. The debenture is convertible, at the option of the debenture holder, to restricted common shares after August 18, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day volume weighted average market price (VWAP) of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on November 18, 2014 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. During the quarter ended September 30, 2014, at the election of the debenture holder, the Company converted $28,000 of the principal to equity through issuance of 4,346,247 shares of common stock. During the quarter ended December 31, 2014, at the election of the debenture holder, the Company converted $25,000 of the principal plus $2,120 of accrued interest to equity through issuance of 5,424,000 shares of common stock. The debenture has been paid in full as of June 30, 2015. On March 28, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $32,500. The note is convertible, at the option of the debenture holder, to restricted common shares after September 23, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day VWAP of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on January 2, 2015 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. As of June 30, 2015 the debenture was repaid in full with cash of $32,500 plus accrued interest of $1,995. On April 25, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $32,500. The note is convertible, at the option of the debenture holder, to unregistered common shares after October 22, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day VWAP of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on January 25, 2015 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. As of June 30, 2015 the debenture was repaid in full with cash of $32,500 plus accrued interest of $1,995. The Company identified embedded derivatives related to all the three convertible debenture mentioned above. The embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments required that the Company record the derivatives at their fair values as of the inception date and at fair value as of each subsequent balance sheet date. Any change in fair value was recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income. The derivatives were classified as short-term liabilities. The debentures were repaid in full with cash as of June 30, 2015 and the derivative liability was eliminated on the consolidated balance sheet at June 30, 2015. |
9. FAIR VALUE MEASUREMENT
9. FAIR VALUE MEASUREMENT | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | The Company adopted the provisions of ASC 825-10 on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value: Level 1 - Quoted prices in active markets for identical assets or liabilities; Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the consolidated financial statements. The carrying value of the Companys cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and other current assets and liabilities approximate fair value, because of their short-term maturity. Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of June 30, 2015: Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Level 1 Level 2 Level 3 Total Derivative Liability $ $ $ - $ - Roll-forward of Balance Derivative liability for Convertible Debentures 67,571 Change in value of derivative liability during the period ended June 30, 2015 -67,571 Balance, June 30, 2015 $ - The Company's derivative liability was valued using pricing models, and the Company generally uses similar models to value similar instruments. Where possible, the Company verifies the values produced by its pricing models to market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. These financial liabilities do not trade in liquid markets, and, as such, model inputs cannot generally be verified and do involve significant management judgment. Such instruments are typically classified within Level 3 of the fair value hierarchy. The change in fair value of the derivative liability is included as a component of other income in the consolidated statements of operations. The derivative liability was calculated using the Black-Scholes option-pricing model with the following assumptions: expected lives range of less than a month; 110.48% stock price volatility; risk-free interest rate of 0.110% and no dividends during the expected term. |
10. BUSINESS COMBINATIONS
10. BUSINESS COMBINATIONS | 6 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | On May 28, 2015 Concierge Technologies, Inc. (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 of Gourmet Foods. The remainder of the purchase price was allocated between the difference of acquired assets over liabilities assumed and 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. will be consolidated going forward with those of the Company as of August 1, 2015. Under the acquisition method of accounting, the total purchase consideration is allocated to Gourmet Foods, Ltd. net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase consideration over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The following table summarizes the preliminary fair value estimate of the net assets acquired as of the Acquisition Date: Cash $ 50,695 Accounts Receivable 259,662 Pre Payments 11,246 Inventory 256,271 Furniture/Fixtures 1,207,762 Goodwill 268,431 Total Assets 2,054,067 Accrued Expenses 37,233 Accounts Payable 216,718 Accrued Holiday Pay 46,013 Employee Entitlements 675 Total Liabilities 300,639 Purchase Consideration Paid for Acquisition of Net Assets $ 1,753,428 |
11. DISCONTINUED OPERATIONS
11. DISCONTINUED OPERATIONS | 6 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations | |
DISCONTINUED OPERATIONS | On February 26, 2015, the Company entered into a Stock Redemption Agreement with two of its shareholders (the Shareholders) and its wholly-owned subsidiary Wireless Village, Inc. dba Janus Cam (Janus Cam), a Nevada corporation (the Agreement) whereby the Company will cancel 68,000,000 shares of the Companys common stock held by the Shareholders in exchange for all of the outstanding shares of common stock of Wireless Village held by the Company and the forgiveness of certain Inter-Company Debt of $344,052 advanced to Janus Cam by the Company (the Transaction). Assets of the divested subsidiary consisted of the following as of May 7, 2015: May 7, 2015 Cash and cash equivalents $ 130,052 Accounts receivable, net 66,015 Due from related party 167,443 Inventory, net 190,499 Pre-Paid inventory, advance to supplier 219,149 Payroll advance 1,935 Current assets of subsidiary 775,093 Security deposits 11,222 Equipment 2,483 Network/office equipment 34,589 Accumulated depreciation (30,820 ) Non-Current assets of subsidiary 17,473 Total Assets of subsidiary $ 792,567 Liabilities of the divested subsidiary consisted of the following: May 7, 2015 Accounts payable $ 285,512 Sales tax liability 3,914 CA income tax provision - Payroll taxes payable 529 Total Accrued Expenses 289,955 Customer advances 82,475 Notes payable-related parties - Notes payable - Debt payable to Concierge 344,052 Total liabilities of subsidiary $ 716,482 Net income and gain from the sale of subsidiary The common shares redeemed in the transaction were valued at the fair market price of $0.0089 on the date of closing resulting in $605,200 in consideration. The debt payable to Concierge amounting to $344,052 as of the closing date was forgiven. The disposal of subsidiary resulted in a gain on disposal of $109,600. The income from discontinued operations for the period July 1, 2014 through May 7, 2015 was $108,807 resulting in a total gain on the disposal of the subsidiary of $218,407. |
12. COMMITMENTS AND CONTINGENCI
12. COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Lease Commitment Gourmet Foods. Ltd., a wholly owned subsidiary of the Company, has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, as well as for certain equipment. These leases are generally for three-year terms, with options to renew for additional three-year periods. The leases mature between September 2016 and August 2018, and require monthly rental payments of approximately US$9,726 per month when converted from New Zealand currency as of December 31, 2015. Future minimum lease payments as stated in US$ are as follows: Fiscal years ending June 30, for Gourmet Foods, Ltd. 2016 $ 58,358 2017 99,295 2018 18,098 2019 3,402 $ 179,153 Gourmet Foods, Ltd. of Tauranga, New Zealand, our wholly owned subsidiary, entered into a General Security Agreement in favor of the Gerald OLeary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$75,406)to secure the lease of its primary facility. In addition, the Company has posted a NZ$20,000 (approximately US$13,710) bond secured with a cash deposit of equal amount to secure a separate facilities lease on behalf of Gourmet Foods, Ltd. 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 the Company and is listed as Interest Income at current value translated to US currency on the accompanying Condensed Consolidated Statements of Operations. 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 creditors 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 December 31, 2015. |
13. SEGMENT REPORTING
13. SEGMENT REPORTING | 6 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | With the acquisition of Gourmet Foods, Ltd., the Company has identified two segments for its products and services; U.S.A. and New Zealand. Our reportable segments are business units located in different global regions. The Companys operations in North America include the purchase and sale of mobile video recording devices through its wholly owned subsidiary Kahnalytics, Inc. and in New Zealand include the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections through its wholly owned subsidiary Gourmet Foods, Ltd. 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. The following table presents a summary of identifiable assets as of December 31, 2015 and June 30, 2015: As of December 31, 2015 As of June 30, 2015 Identifiable assets: Corporate headquarters $ 379,293 $ 2,132,164 U.S.A. 165,755 202,095 New Zealand 1,989,072 - Consolidated $ 2,534,120 $ 2,334,259 The following table presents a summary of operating information for the six months ended December 31, 2015: (note: Asia Pacific is 5 months of operation since acquisition) December 31, 2015 Revenues from unaffiliated customers: U.S.A. : Mobile video recording devices $ 117,700 New Zealand : Food Industry 1,610,923 Consolidated $ 1,728,623 Net income (loss) after taxes: Corporate headquarters $ (117,161 ) U.S.A. : Mobile video recording devices (1,817 ) New Zealand : Food Industry 28,243 Consolidated $ (90,734 ) The following table presents a summary of capital expenditures for the six months ended December 31, 2015: December 31, 2015 Capital expenditures: Corporate headquarters $ 863 New Zealand 109,722 Consolidated $ 110,585 |
14. REVERSE STOCK SPLIT
14. REVERSE STOCK SPLIT | 6 Months Ended |
Dec. 31, 2015 | |
Reverse Stock Split | |
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 Companys 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 Companys 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 Companys authorized shares of common stock did not change. All figures have been presented on the basis of reverse split where ever applicable for all the periods presented in these financial statements. |
15. SUBSEQUENT EVENTS
15. SUBSEQUENT EVENTS | 6 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | On January 27, 2016, the Board of Directors of the Company approved the entry into a convertible promissory note with Wainwright Holdings, Inc. in the principal amount of $450,000 (the Note) by unanimous written consent. Wainwright Holdings is an entity affiliated with CEO Nicholas Gerber. The Note bears interest at four percent (4%) per annum and increases to eight percent (8%) in the event of default by the Company. The Note may be prepaid at any time in whole or in party by the Company and is convertible into common stock of the Company at the election of Wainwright Holdings on the date which is 180 days following issuance of the 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 Note matures five (5) years from issuance and is not secured by any assets of the Company. Proceeds from the 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. |
2. SUMMARY OF SIGNIFICANT ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Accounting Principles | In the opinion of management, the accompanying 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 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 Companys 2015 Form 10-K filed on October 9, 2015 with the U.S. Securities and Exchange Commission. |
Principles of Consolidation | The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc., and its wholly owned subsidiaries, Kahnalytics, Inc. and Gourmet Foods, Ltd. All significant inter-company transactions and accounts have been eliminated in consolidation. |
Other Comprehensive Income (Loss) and Foreign Currency | We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. |
Use of Estimates | The preparation 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 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. |
Recent Accounting Pronouncements | In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), 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. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. . The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company's results of operations or financial condition. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01). The amendment eliminates from U.S. GAAP the concept of extraordinary items. This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Companys consolidated financial statements. In February 2015, FASB issued ASU No. 2015-02, (Topic 810): Amendments to the Consolidation Analysis. ASU No. 2015-02 provides amendments to respond to stakeholders concerns about the current accounting for consolidation of certain legal entities. Stakeholders expressed concerns that GAAP might require a reporting entity to consolidate another legal entity in situations in which the reporting entitys contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entitys voting rights, or the reporting entity is not exposed to a majority of the legal entitys economic benefits or obligations. ASU No. 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In April 2015, FASB issued ASU No. 2015-05, (Subtopic 350-40): Customers Accounting for Fees Paid in a Cloud Computing Arrangements. ASU No. 2015-05 provides guidance on a customers accounting for fees paid in a cloud computing arrangement, which includes software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In September 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-16, Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments. ASU No. 2015-06 simplifies the accounting for measurement-period adjustments attributable to an acquisition. Under prior guidance, adjustments to provisional amounts during the measurement period that arise due to new information regarding acquisition date circumstances must be made retrospectively with a corresponding adjustment to goodwill. The amended guidance requires an acquirer to record adjustments to provisional amounts made during the measurement period in the period that the adjustment is determined. The adjustments should reflect the impact on earnings of changes in depreciation, amortization, or other income effects, if any, as if the accounting had been completed as of the acquisition date. Additionally, amounts recorded in the current period that would have been reflected in prior reporting periods if the adjustments had been recognized as of the acquisition date must be disclosed either on the face of the income statement or in the notes to financial statements. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2015 and early application is permitted. The impact of the guidance on our financial condition, results of operations and financial statement disclosures will depend on the level of acquisition activity performed by the Company. In November 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which changes how deferred taxes are classified on the balance sheet and is effective for financial statements issued for annual periods beginning after December 15, 2016, with early adoption permitted. ASU 2015-17 requires all deferred tax assets and liabilities to be classified as non-current. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01), which requires equity investments that are not accounted for under the equity method of accounting to be measured at fair value with changes recognized in net income and updates certain presentation and disclosure requirements. ASU 2016-01 is effective beginning after December 15, 2017. The adoption of this guidance is not expected to have a material impact on the Companys results of operations, financial position or disclosures. No other recently issued accounting pronouncements are expected to have a material impact on the Companys consolidated financial statements. |
4. PROPERTY AND EQUIPMENT (Tabl
4. PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Property And Equipment Tables | |
PROPERTY AND EQUIPMENT | December 31, 2015 June 30, 2015 Plant and Equipment $ 1,169,905 - Leasehold Improvements 72,473 - Furniture & Office Equipment 55,613 $ 12,910 Vehicles 16,795 - Total Property and Equipment, Gross 1,314,806 12,910 Accumulated Depreciation (113,377 ) (12,910 ) Total Property and Equipment, Net $ 1,201,429 $ - |
5. RELATED PARTY TRANSACTIONS (
5. RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Current related party notes payable | December 31, 2015 June 30, 2015 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 $ 8,500 $ 8,500 |
6. ACCOUNTS PAYABLE AND ACCRU24
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | December 31, 2015 June 30, 2015 Accounts payable $ 260,115 $ 108,860 Sales Tax payable - 360 Accrued judgment 135,000 135,000 Accrued interest 2,748 781 Accrued expenses 178,591 24,500 Total $ 576,453 $ 269,501 |
9. FAIR VALUE MEASUREMENT (Tabl
9. FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurement Tables | |
Schedule of fair value measurements | Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs Level 1 Level 2 Level 3 Total Derivative Liability $ $ $ - $ - Roll-forward of Balance Derivative liability for Convertible Debentures 67,571 Change in value of derivative liability during the period ended June 30, 2015 -67,571 Balance, June 30, 2015 $ - |
10. BUSINESS COMBINATIONS (Tabl
10. BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Business Combinations Tables | |
Fair value estimate of the net assets acquired | Cash $ 50,695 Accounts Receivable 259,662 Pre Payments 11,246 Inventory 256,271 Furniture/Fixtures 1,207,762 Goodwill 268,431 Total Assets 2,054,067 Accrued Expenses 37,233 Accounts Payable 216,718 Accrued Holiday Pay 46,013 Employee Entitlements 675 Total Liabilities 300,639 Purchase Consideration Paid for Acquisition of Net Assets $ 1,753,428 |
11. DISCONTINUED OPERATIONS (Ta
11. DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations Tables | |
Assets of the divested subsidiary | May 7, 2015 Cash and cash equivalents $ 130,052 Accounts receivable, net 66,015 Due from related party 167,443 Inventory, net 190,499 Pre-Paid inventory, advance to supplier 219,149 Payroll advance 1,935 Current assets of subsidiary 775,093 Security deposits 11,222 Equipment 2,483 Network/office equipment 34,589 Accumulated depreciation (30,820 ) Non-Current assets of subsidiary 17,473 Total Assets of subsidiary $ 792,567 |
Liabilities of the divested subsidiary | May 7, 2015 Accounts payable $ 285,512 Sales tax liability 3,914 CA income tax provision - Payroll taxes payable 529 Total Accrued Expenses 289,955 Customer advances 82,475 Notes payable-related parties - Notes payable - Debt payable to Concierge 344,052 Total liabilities of subsidiary $ 716,482 |
12. COMMITMENTS AND CONTINGEN28
12. COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Tables | |
Future minimum lease payments | Fiscal years ending June 30, for Gourmet Foods, Ltd. 2016 $ 58,358 2017 99,295 2018 18,098 2019 3,402 $ 179,153 |
13. SEGMENT REPORTING (Tables)
13. SEGMENT REPORTING (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Segment Reporting Tables | |
Segments | The following table presents a summary of identifiable assets as of December 31, 2015 and June 30, 2015: As of December 31, 2015 As of June 30, 2015 Identifiable assets: Corporate headquarters $ 379,293 $ 2,132,164 U.S.A. 165,755 202,095 New Zealand 1,989,072 - Consolidated $ 2,534,120 $ 2,334,259 The following table presents a summary of operating information for the six months ended December 31, 2015: (note: Asia Pacific is 5 months of operation since acquisition) December 31, 2015 Revenues from unaffiliated customers: U.S.A. : Mobile video recording devices $ 117,700 New Zealand : Food Industry 1,610,923 Consolidated $ 1,728,623 Net income (loss) after taxes: Corporate headquarters $ (117,161 ) U.S.A. : Mobile video recording devices (1,817 ) New Zealand : Food Industry 28,243 Consolidated $ (90,734 ) The following table presents a summary of capital expenditures for the six months ended December 31, 2015: December 31, 2015 Capital expenditures: Corporate headquarters $ 863 New Zealand 109,722 Consolidated $ 110,585 |
3. GOING CONCERN (Details Narra
3. GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Amount | |||
Accumulated deficit | $ 6,440,305 | $ 6,349,570 | |
Net Loss attributable to Concierge Technologies | $ (90,734) | $ (190,780) |
4. PROPERTY AND EQUIPMENT (Deta
4. PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Assets | $ 1,314,806 | $ 12,910 |
Accumulated depreciation | (113,377) | (12,910) |
Total fixed assets, net | 1,201,429 | 0 |
Plant and Equipment | ||
Assets | 1,169,905 | 0 |
Leasehold Improvements | ||
Assets | 72,473 | 0 |
Furniture and Office Equipment | ||
Assets | 55,613 | 12,910 |
Vehicles | ||
Assets | $ 16,795 | $ 0 |
4. PROPERTY AND EQUIPMENT (De32
4. PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 6 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 96,676 | $ 0 |
5. RELATED PARTY TRANSACTIONS33
5. RELATED PARTY TRANSACTIONS (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Related Party Transactions Details | ||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due) | $ 5,000 | $ 5,000 |
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due) | 3,500 | 3,500 |
Notes payable - related parties | $ 8,500 | $ 8,500 |
6. ACCOUNTS PAYABLE AND ACCRU34
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Dec. 31, 2015 | Jun. 30, 2015 |
Accounts Payable And Accrued Expenses Details | ||
Accounts payable | $ 260,115 | $ 108,860 |
Sales Tax payable | 0 | 360 |
Accrued judgment | 135,000 | 135,000 |
Accrued interest | 2,748 | 781 |
Accrued Expenses | 178,591 | 24,500 |
Total | $ 576,453 | $ 269,501 |
9. FAIR VALUE MEASUREMENT (Deta
9. FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2015USD ($) |
Derivative Liability | $ 0 |
Fair Value, Inputs, Level 1 [Member] | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Derivative Liability | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Derivative Liability | $ 0 |
9. FAIR VALUE MEASUREMENT (De36
9. FAIR VALUE MEASUREMENT (Details 1) | 6 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value Measurement Details 1 | |
Derivative liability for Convertible Debentures | $ 67,571 |
Change in value of derivative liability during the period ended June 30, 2015 | (67,571) |
Balance, June 30, 2015 | $ 0 |
10. BUSINESS COMBINATIONS (Deta
10. BUSINESS COMBINATIONS (Details) | Dec. 31, 2015USD ($) |
Business Combinations Details | |
Cash | $ 50,695 |
Accounts Receivable | 259,662 |
Pre Payments | 11,246 |
Inventory | 256,271 |
Furniture/Fixtures | 1,207,762 |
Goodwill | 268,431 |
Total Assets | 2,054,067 |
Accrued Expenses | 37,233 |
Accounts Payable | 216,718 |
Accrued Holiday Pay | 46,013 |
Employee Entitlements | 675 |
Total Liabilities | 300,639 |
Purchase Consideration Paid for Acquisition of Net Assets | $ 1,753,428 |
11. DISCONTINUED OPERATIONS (De
11. DISCONTINUED OPERATIONS (Details) | May. 07, 2015USD ($) |
Discontinued Operations Details | |
Cash and cash equivalents | $ 130,052 |
Accounts receivable, net | 66,015 |
Due from related party | 167,443 |
Inventory, net | 190,499 |
Pre-Paid inventory, advance to supplier | 219,149 |
Payroll advance | 1,935 |
Current assets of subsidiary | 775,093 |
Security deposits | 11,222 |
Equipment | 2,483 |
Network/office equipment | 34,589 |
Accumulated depreciation | (30,820) |
Non-Current assets of subsidiary | 17,473 |
Total Assets of subsidiary | $ 792,567 |
11. DISCONTINUED OPERATIONS (39
11. DISCONTINUED OPERATIONS (Details 1) | May. 07, 2015USD ($) |
Discontinued Operations Details 1 | |
Accounts payable | $ 285,512 |
Sales tax liability | 3,914 |
CA income tax provision | 0 |
Payroll taxes payable | 529 |
Total Accrued Expenses | 289,955 |
Customer advances | 82,475 |
Notes payable-related parties | 0 |
Notes payable | 0 |
Debt payable to Concierge | 344,052 |
Total liabilities of subsidiary | $ 716,482 |
12. COMMITMENTS AND CONTINGEN40
12. COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2015USD ($) |
Commitments And Contingencies Details | |
2,016 | $ 58,358 |
2,017 | 99,295 |
2,018 | 18,098 |
2,019 | 3,402 |
Total | $ 179,153 |
13. SEGMENT REPORTING (Details)
13. SEGMENT REPORTING (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 30, 2015 | |
Identifiable assets | $ 2,534,120 | $ 2,534,120 | $ 2,334,259 | ||
Revenues | 993,064 | $ 0 | 1,728,623 | $ 0 | |
Capital expenditures | 110,585 | $ 0 | |||
Corporate Headquarters | |||||
Identifiable assets | 379,293 | 379,293 | 2,132,164 | ||
Net income (loss) after tax | (117,161) | ||||
Capital expenditures | 863 | ||||
U.S.A. | |||||
Identifiable assets | 165,755 | 165,755 | 202,095 | ||
Revenues | 117,700 | ||||
Net income (loss) after tax | (1,817) | ||||
New Zealand | |||||
Identifiable assets | 1,989,072 | 1,989,072 | 0 | ||
Revenues | 1,610,923 | ||||
Net income (loss) after tax | 28,243 | ||||
Capital expenditures | 109,722 | ||||
Consolidated | |||||
Identifiable assets | $ 2,534,120 | 2,534,120 | $ 2,334,259 | ||
Revenues | 1,728,623 | ||||
Net income (loss) after tax | (90,734) | ||||
Capital expenditures | $ 110,585 |