This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “would,” “shall,” “might,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” in our ~~annual report~~Annual Report on Form 10-K for the year ended June 30, ~~2019.~~2020 and this Quarterly Report on Form 10-Q. Moreover, we and our subsidiaries operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. We and our subsidiaries may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

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

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

Inventories, consisting primarily of food products and packaging in New Zealand, hair and skin care finished products and components in the U.S. and security system hardware in Canada, are valued at the lower of cost (determined on a FIFO basis) or net realizable value. Inventories include product cost, inbound freight and warehousing costs where applicable. Management compares the cost of inventories with the net realizable value and an allowance is made for writing down the inventories to their net realizable value, if lower. For the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 impairment to inventory value was recorded as $0 and $0, respectively. An assessment is made at the end of each reporting period to determine what slow-moving inventory items, if any, should be deemed obsolete and written down to their estimated net realizable value. For the three months ended September 30, ~~2019~~2020 and ~~September 30, 2018,~~2019, the expense for slow-moving or obsolete inventory was $0 and $0, respectively.

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and leasehold improvements are capitalized. Office furniture and equipment include office fixtures, computers, printers and other office equipment plus software and applicable packaging designs. Leasehold improvements, which are included in plant and equipment, are depreciated over the shorter of the useful life of the improvement and the length of the lease. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over the estimated useful life of the asset (see Note 5 to the Condensed Consolidated Financial Statements).

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

Intangible assets consist of brand names, domain names, recipes, non-compete agreements and customer ~~lists.~~lists along with the internally developed software in process for the business applications of Marygold to be launched in the coming fiscal year. Intangible assets with finite lives are amortized over the estimated useful life and are evaluated for impairment at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The Company assesses recoverability by determining whether the carrying value of such assets will be recovered through the discounted expected future cash flows. If the future discounted cash flows are less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There was no impairment recorded for the three months ended September 30, ~~2019~~2020 or ~~2018.~~year ended June 30, 2020.

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is tested for impairment on an annual basis during the fourth quarter of our fiscal year, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The goodwill impairment test is a two-step test. Under the first step, the fair value of the reporting unit is compared with its carrying value including goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed. If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. There was no impairment recorded for the three months ended September 30, ~~2019~~2020 or ~~2018.~~year ended June 30, 2020.

The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. There was no impairment recorded for the three months ended September 30, ~~2019~~2020 or ~~2018.~~year ended June 30, 2020.

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

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

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

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

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

Revenue consists of fees earned through management of investment funds, sale of gourmet meat pies and related bakery confections in New Zealand, security alarm system installation and maintenance services in Canada, and wholesale distribution of hair and skin care products. Revenue is accounted for net of sales taxes, sales returns, and trade discounts. The performance obligation is satisfied when the product has been shipped and title, risk of loss and rewards of ownership have been transferred. For most of the Company’s product sales or services, these criteria are met at the time the product is shipped, the subscription period commences, or the management fees are accrued. For our Brigadier subsidiary in Canada, the Company operates under contract with an alarm monitoring company that pays a percentage of their recurring monitoring fee to Brigadier in exchange for continued customer service and support functions with respect to each customer maintained under contract by the monitoring company.

~~Recently Adopted Accounting Pronouncements -~~ In May 2014, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that set forth a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The Company adopted this new standard and its related amendments as of July 1, 2018 using the modified retrospective transition method, whereby the cumulative effect of initially applying the new standard recognized as an adjustment to the opening balance of stockholders equity. Results for reporting periods commencing on or after July 1, 2018 are presented under the new standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for that prior period. The impact of adoption did not have a material effect on our financial results. The adoption of the new standard impacted the identification of separate obligations for certain sales of security systems and related monitoring sales. The Company generates revenue, in part, through contractual monthly recurring fees received for providing ongoing customer support services to monitoring company clientele. The five-step process governing contract revenue reporting includes:

4. Allocate the transaction price to the performance obligations in the contract

Transactions involve security systems that are sold outright to the customer where the Company's performance obligations include customer support services and the sale and installation of the security systems. For such arrangements, the Company allocates a portion of the transaction price to each performance obligation based on a relative stand-alone selling price. Revenue associated with the sale and installation of security systems is recognized once installation is complete, and is reflected as security system revenue in the Condensed Consolidated Statements of ~~Operations.~~Income. Revenue associated with customer support services is recognized as those services are provided, and is included as a component of security system revenue in the Condensed Consolidated Statements of ~~Operations,~~Income, which for the three months ended September 30, ~~2019,~~2020 were approximately US$~~208,890,~~180,999, or approximately 27% of the total security system revenues. These revenues for the three months ended September 30, ~~2019~~2020 account for approximately 3%2% of total consolidated revenues. None of the other subsidiaries of the Company generate revenues from long term contracts.

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

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

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

The Company expenses the cost of advertising as incurred. Marketing and advertising costs for the three months ended September 30, 2020 and 2019 were $801 thousand and ~~2018 were $0.6 million and $0.9 million,~~$578 thousand, respectively.

We record foreign currency translation adjustments and transaction gains and losses in accordance with ASC 830-30, Foreign Currency Translation. The accounts of Gourmet Foods use the New Zealand dollar as the functional currency. The accounts of Brigadier Security System use the Canadian dollar as the functional currency. Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the weighted average exchange rate throughout the period. Foreign currency transaction gains and (losses) can also occur if a transaction is settled in a currency other than the entity's functional currency. Accumulated currency translation gains and (losses) are classified as an item of accumulated other comprehensive income (loss) in the stockholders’ equity section of the consolidated balance sheet.

In January 2016, the FASB issued authoritative guidance related to the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. Under the new guidance, equity investments with readily determinable fair values, except those accounted for under the equity method, will be measured at fair value with changes in fair value recognized in earnings rather than other comprehensive income (loss). In addition, this update clarifies the guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from the unrealized losses on certain debt securities. The Company adopted this guidance effective on July 1, 2018, resulting in reclassification of accumulated other comprehensive income to retained earnings. Besides this reclassification there was no material impact to the Condensed Consolidated Financial Statements as a result of the adoption.

The Company defines operating segments as components about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performances. The Company allocates its resources and assesses the performance of its sales activities based on the geographic locations of its subsidiaries (Refer to Note 1716 of the Condensed Consolidated Financial Statements).

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed. For the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 a determination was made that no adjustments were necessary

The Company has reviewed new accounting pronouncements issued between September 28, 2020, the filing date of our most recent prior Annual Report on Form 10-K, and the filing date of this Quarterly Report on Form 10-Q, and has determined that no new pronouncements, apart from Topic 842 described below, issued are relevant to the Company, and/or have, or will have, a material impact on the Company’s consolidated financial position, results of operations or disclosure requirements.

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

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

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

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

In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The ~~Company has reviewed new~~amendment is meant to simplify the accounting ~~pronouncements issued between September 30, 2019,~~for convertible instruments by removing certain separation models in subtopic 470-20 for convertible instruments. The amendment also changed the ~~filing date~~method used to calculate dilutes EPS for convertible instruments and for instruments that may be settled in cash. The amendment is effective for years beginning after December 15, 2021, including interim periods for those fiscal years. We are currently evaluating the impact of ~~our most recent prior Annual Report on Form 10-K, and the filing date of~~adoption this ~~Quarterly Report on Form 10-Q and has determined that no new pronouncements issued are relevant to the Company, and/or have, or will have, a material impact~~standard on the Company’s consolidated financial ~~position, results of operations or disclosure requirements.~~statements and related disclosures.

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired customer relationships was estimated to be $66,153 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired customer relationships was estimated to be $434,099 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired customer relationships was determined to be $200,000 and is amortized over the remaining useful life of 7 years. On July 1, 2020, our wholly-owned subsidiary, Gourmet Foods, acquired Printstock Products Limited. The fair value of the acquired customer relationships was estimated to be $77,123 and is amortized over a useful life of 9 years.

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the acquired brand name was estimated to be $61,429 and is amortized over the remaining useful life of 10 years. On June 2, 2016, the Company acquired Brigadier Security Systems. The fair value on the acquired brand name was estimated to be $340,694 and is amortized over the remaining useful life of 10 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired brand name was determined to be $740,000 and is considered to have an indefinite life. Unlike the brand names Gourmet Foods and Brigadier Security Systems, Original Sprout is an actual product name and recognized associated brand that is identifiable to consumers of the product and is the basis of the value proposition. That brand name will forever be associated with the product offering unless and until such time in the future as the Company may elect to discontinue the use of the brand and move towards establishment of an alternative product offering. On July 1, 2020, our wholly-owned subsidiary, Gourmet Foods, acquired Printstock Products Limited. The fair value of the brand name was determined to be $57,842 and, like that of Original Sprout, would continue to stay in use for an indefinite period of time. Therefore, the Company will test for impairment of the brand ~~name~~names "Original Sprout" and "Printstock" at each reporting interval with no amortization recognized.

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

On August 11, 2015, the Company acquired Gourmet Foods. The fair value on the recipes was estimated to be $21,601 and is amortized over the remaining useful life of 5 years. On December 18, 2017 the Company’s wholly-owned subsidiary, Kahnalytics, Inc., acquired the assets of Original Sprout LLC. The fair value of the acquired recipes and formulas was determined to be $1,200,000 and is amortized over the remaining useful life of 8 years.

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

During the quarter ended March 31, 2020, Marygold began incurring expenses in connection with the internal development of software applications that are planned for eventual integration to its consumer Fintech offering. Certain of these expenses, totaling $217,990 as of September 30, 2020, have been capitalized as intangible assets. Once development has been completed and the product is commercially viable, these capitalized costs will be amortized over their useful lives. As of September 30, 2020, no amortization expense has been recorded for these intangible assets.

The total amortization expense for intangible assets for the three months ended September 30, ~~2019~~2020 and ~~2018~~2029 was ~~$84,567~~$86,009 and $84,567, respectively.

Estimated amortization expenses of intangible assets for the next five fiscal years, are as follows:

Wainwright, from time to time, provides initial ~~investments~~investment in the creation of ETP funds that Wainwright manages. Wainwright classifies these investments as current assets as these investments are generally sold within one year ~~from~~of the balance sheet date. Investments in which no controlling financial interest or significant influence exists are recorded at fair value with the change included in ~~comprehensive income (loss) through June 30, 2018 and subsequently through~~ earnings ~~in accordance with ASU 2016-01. As~~on the Consolidated Statements of~~September 30, 2019 and June 30, 2019, investments were both approximately $3.8 million, respectively.~~ Income. Investments in which no controlling financial interest exists, but significant influence exists are recorded as per the equity method of investment accounting. As of September 30, ~~2019~~2020 and June 30, ~~2019,~~2020, there were no investments in its ETP funds or investments requiring ~~the~~ equity method investment accounting. As of September 30, 2020 and June 30, 2020, investments were approximately $1.8 million at each period end, respectively.

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

At September 30, ~~2019~~2020 and June 30, ~~2019,~~2020, Gourmet Foods had on deposit approximately NZ$20,000 (approximately US$~~12,543~~13,201 and US$~~13,437,~~12,854, respectively, after currency translation) securing a lease bond for one of its properties. The cash securing the bond is restricted from access or withdrawal so long as the bond remains in place.

NOTE 13.

BUSINESS COMBINATIONS

~~Acquisition~~On March 11, 2020 our wholly-owned subsidiary Gourmet Foods entered into a Stock Purchase Agreement to acquire all the issued and outstanding shares of ~~the assets of The Original Sprout, LLC~~

~~Kahnalytics, Inc.~~Printstock Products Limited (“Printstock”), a ~~wholly owned~~New Zealand private company located in Napier, New Zealand. Printstock is a printer of wrappers distributed to food manufacturers primarily within New Zealand and limited export to Australia. The company will be operated as a subsidiary of ~~Concierge Technologies domiciled~~Gourmet Foods and is expected to incrementally reduce the cost of goods sold through reduction in ~~California, was founded during May 2015 for~~ the ~~purpose~~cost of ~~carrying~~wrappers purchased by Gourmet Foods by elimination of inter-company profit while increasing overall revenues and profits to Gourmet Foods on ~~the residual business from the disposal~~a consolidated basis through inclusion of Concierge Technologies' former subsidiary, Wireless Village dba/Janus Cam. As that business segment slowly wound down over the ensuing two years, management began a search for another business opportunity for Kahnalytics. Accordingly, on December 18, 2017, Kahnalytics acquired all of the assets of The Original Sprout, LLC, a California limited liability company. Simultaneous with the acquisition, Kahnalytics registered a "doing business as" (or "dba") name of “Original Sprout” and transitioned its business to the manufacture, warehousing and wholesale distribution of non-toxic, all-natural, hair and skin care products under the brand name Original Sprout. The acquisition by Kahnalytics was financed through a non-interest bearing note from Concierge Technologies.Printstock operations. The purchase price was ~~approximately $3.5 million with payments~~agreed to be ~~made over the course~~NZ$1.9 million subject to adjustment within 90 days of ~~a twelve-month period and per the estimated allocation as depicted in the following table.~~

Item

Amount

Inventory
$ 371,866
Accounts receivable
288,804
Furniture, fixtures and equipment
1,734
Pre-payments of inventory
8,775
Discount on installment payments**
64,176
Intangible assets*
2,330,000
Goodwill
416,817
Total Purchase Price
$ 3,482,172

*See Note 6 for further detail of intangible assets acquired.

**This amount represents a discount on installment payments and was charged to interest expense.

On the closing ~~date~~date. The transaction closed on July 1, 2020 with a payment of NZ$1.5M and an estimated final payment due of NZ$420,552 on September 30, 2020. The initial payment was funded, in part, by a loan of NZ$715,000 (US$465,101) by Concierge on June 26, 2020. As of October 5, 2020, agreement had been reached on the ~~transaction, December 18, 2017, Kahnalytics paid $982,172 in cash towards~~final adjustments to the purchase price and ~~deposited an additional $1,250,000~~the final payment was made. As a result, management was able to complete its purchase price allocation as follows. Included in ~~an attorney-held client trust account which was released~~the allocation are estimated deferred income tax liabilities of US$68,061 pertaining to the ~~sellers, after downward adjustments due~~increase in the value of fixed assets above their book value and the acquired intangible assets. The amounts have been translated to ~~changes in acquired accounts receivable, on May 18, 2018. The balance~~US currency as of the ~~purchase price, after consideration for monthly installment payments, was paid in full on January 5, 2019.~~ acquisition date, July 1, 2020.

Item	Amount
Cash in bank	$	118,774
Accounts receivable		384,222
Prepayments/deposits		1,372
Inventories		509,796
Operating lease right of use asset		201,699
Plant, property and equipment		401,681
Intangible assets		134,965
Goodwill		127,683
Deferred tax liability		(68,061	)
Assumed lease liabilities		(201,699	)
Accounts payable and accrued expenses		(376,112	)
Total Purchase Price	$	1,234,320

~~NOTE 14~~.

~~STOCKHOLDERS' EQUITY~~

~~Convertible Preferred Stock~~

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

~~Table of Contents~~

Supplemental Pro Forma Information (Unaudited)

~~Shares Issued~~The following unaudited supplemental pro forma information for ~~Services~~

On August 15, 2019 the Company issued 175,000 shares of its common stock, par value $0.001, as partial payment for services to be rendered in connection with an investment banking engagement letter. The fair market value of the shares, as determined by the closing price of CNCG stock listed at $0.87 on the OTCQB exchange on August 15, 2019, was determined to be $152,250. The terms of the engagement provide for an earn-out of the shares over a 6-month period from the effective date of the agreement. Accordingly, the Company releases a portion of the shares each month. For the three ~~month period~~months ended September 30, 2019, assumes the ~~Company incurred an expense~~acquisition of ~~$37,541 attributed~~Printstock had occurred as of July 1, 2019, giving effect on a pro forma basis to purchase accounting adjustments such as depreciation of property and equipment, amortization of intangible assets, and acquisition related costs. The pro forma data is for informational purposes only and may not necessarily reflect the ~~release~~actual results of ~~shares due to 45 days of performance under the engagement. As a non-cash expense, the amount of $37,366 was recorded~~operations had Printstock been operated as additional paid in capital as detailed on the Condensed Consolidated Statements of Stockholders' Equity. The engagement letter also contains a provision for payment of an additional 175,000 shares if the Company is successful in effectuating an up-listing to a national exchange during the termpart of the ~~engagement. Because~~company since July 1, 2019. Furthermore, the pro forma results do not intend to predict the future results of operations of the ~~uncertainty of success, the Company has not accrued any liability for the remittance of these shares and will expense the payment, if any, at the time of issuance.~~

~~Accumulated Other Comprehensive Income (Loss)~~

~~The following table presents activity for the three months ending September 30, 2019 and year ending June 30, 2019:~~Company.

Balance as of July 1, 2018
$ 148,808
Foreign currency translation (loss)
(44,516
)
Change in short-term investment valuation due to reclassification to earnings
(279,951
)
Balance as of June 30, 2019
(175,659 )
Foreign currency translation
33,949

Balance as of September 30, 2019
$ (141,710
)

	Three Months Ended September 30, 2020		Three Months Ended September 30, 2019
	Actual		Pro Forma
Net revenues	$	10,745,057	$	6,722,930
Net income	$	2,219,434	$	75,972
Basic earnings per share	$	0.06	$	0.00
Diluted earnings per share	$	0.06	$	0.00

NOTE 1514.

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 September 30, ~~2019,~~2020, the Company's total unrecognized tax benefits were approximately $0.3 million, which would affect the effective tax rate if recognized. The Company will recognize interest and penalties, when they occur, related to uncertain tax positions as a component of tax expense. There is no interest or penalties to be recognized for the three months ended September 30, 2020 and 2019 ~~or 2018.~~.

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~~expense of ~~$0.03 million~~$766 thousand and ~~$0.1 million~~$29 thousand for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively. The effective tax rate for the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 differed from the statutory rate primarily due to the mix of non-deductible items. 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, various states, Canada and New Zealand tax 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 U.S. tax years ~~2014~~2016 through ~~2018~~2019 will remain open for examination by the federal and state authorities which is three and four years, respectively. The Company’s tax years from ~~acquisition~~2016 through ~~2018~~2019 remain open for examination by Canada and New Zealand ~~authorities which is four years.~~authorities. As of September 30, ~~2019,~~2020, there were no active taxing authority examinations.

~~Table~~

NOTE 15.

COMMITMENTS AND CONTINGENCIES

Lease Commitments

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

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

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

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

Gourmet Foods has operating leases for its office, factory and warehouse facilities located in Tauranga, New Zealand, and facilities leased by its newly acquired subsidiary, Printstock, in Napier, New Zealand, as well as for certain equipment including printers and copiers. These leases are generally for three-year terms, with some options to renew for an additional term. The leases mature between August 2021 and September 2022, and require monthly rental payments of approximately US$21,911 (GST not included) translated to U.S. currency as of September 30, 2020. Brigadier leases office and storage facilities in Regina, Saskatchewan. The minimum lease obligations for the Regina facility require monthly payments of approximately US$2,464 translated to U.S. currency as of September 30, 2020. Original Sprout currently leases office and warehouse space in San Clemente, CA under a three-year lease agreement expiring or renewing at March 1, 2021. Minimum monthly lease payments are approximately $8,277. Wainwright leases office space in Walnut Creek, California under an operating lease which expires in December 2024. Minimum monthly lease payments are approximately $12,000 with increases annually.

For the three month periods ended September 30, 2020 and 2019, the combined lease payments of the Company and its subsidiaries totaled $164,504 and $96,524, respectively, and recorded under general and administrative expense in the Consolidated Statements of Income. As of September 30, 2020 the Consolidated Balance Sheets included operating lease right-of-use assets totaling $816,328, recorded net of $37,480 in deferred rent, and $852,195 in total Operating lease liabilities.

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

Year Ended June 30,	Lease Amount
2021	$	379,495
2022		287,519
2023		204,469
2024		108,427
2025		-
Total minimum lease payments		979,910
Less: present value discount		(127,715	)
Total operating lease liabilities	$	852,195

The weighted average remaining lease term for the Company's operating leases was 4.04 years as of September 30, 2020 and a weighted-average discount rate of 5.8% was used to determine the total operating lease liabilities.

Additionally, Gourmet Foods entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a priority sum of NZ$110,000 (approximately US$72,603) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$13,201) bond has been posted through ANZ Bank and secured with a cash deposit of equal amount to secure a separate facilities lease. The General Security Agreement and the cash deposit will remain until such time as the respective leases are satisfactorily terminated in accordance with their terms. Interest from the cash deposit securing the lease accumulates to the benefit of Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Income.

Other Agreements and Commitments

USCF manages four funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of September 30, 2020 and June 30, 2020 the expense waiver payable was $0.7 million and $0.4 million, respectively. USCF has no obligation to continue such payments for these four funds into subsequent periods.

As Marygold builds out its application it enters into agreements with various service providers. As of September 30, 2020 Marygold had future payment commitments with its primary service vendors totaling $647,000 including $47,000 due in 2021 and approximately $300,000 due in 2022 and 2023, respectively.

Litigation

From time to time, the Company and its subsidiaries may be involved in legal proceedings arising mainly from the ordinary course of their respective businesses. Currently, the legal proceedings pending against the Company and its subsidiaries are summarized in Part II, Item 1 of this quarterly report on Form 10-Q. As of September 30, 2020 and June 30, 2020, the Company has not accrued any liabilities for legal loss contingencies.

Retirement Plan

Wainwright's wholly owned subsidiary USCF, has a 401(k) Profit Sharing Plan covering its employees who are over 21 years of age and who have completed a minimum of 1,000 hours of service and have worked for USCF for one or more years. Participants may make contributions pursuant to a salary reduction agreement. In addition, USCF makes a safe harbor matching contribution. Quarterly profit sharing contributions paid totaled approximately $30 thousand and $25 thousand for each of the three months ended September 30, 2020 and 2019, respectively.

NOTE 16.

~~COMMITMENTS AND CONTINGENCIES~~SEGMENT REPORTING

~~Lease Commitments~~

~~Refer to Note 6 for~~With the ~~Company's lease commitments and disclosure.~~

~~Additionally,~~acquisition of Wainwright Holdings, Gourmet Foods, ~~entered into a General Security Agreement in favor~~Ltd., Brigadier, and the launch of the ~~Gerald O’Leary Family Trust~~Original Sprout business unit of Kahnalytics, the Company has identified four segments for its products and ~~registered on~~services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems. Our recently incorporated subsidiary, Marygold & Co., has not begun operations so the ~~Personal Property Securities Register for a priority sum~~accounts have been consolidated with those of ~~NZ$110,000 (approximately US$68,984) to secure the lease of its primary facility. In addition, a NZ$20,000 (approximately US$12,543) bond has been posted through ANZ Bank~~parent and ~~secured with a cash deposit of equal amount to secure~~not yet identified as a separate ~~facilities lease.~~segment. Our reportable segments are business units located in different global regions. The ~~General Security Agreement~~Company’s operations in the U.S.A. include the manufacture and wholesale distribution of hair and skin care products by Original Sprout and the ~~cash deposit will remain until such time as~~income derived from management of various investment funds by our subsidiary Wainwright. In New Zealand operations include the ~~respective leases are satisfactorily terminated in accordance with their terms. Interest from~~production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections, and the ~~cash deposit securing the lease accumulates to the benefit~~printing of ~~Gourmet Foods and is listed as a component of interest income/expense on the accompanying Consolidated Statements of Operations.~~

~~Other Agreements and Commitments~~

USCF manages four funds (BNO, CPER, UGA, UNL) which have expense waivers provisions, whereby USCF will reimburse funds when fund expenditure levels exceed certain threshold amounts. As of September 30, 2019 and June 30, 2019 the expense waiver payable was $0.2 million and $0.3 million, respectively. USCF has no obligation to continue such payments for these four funds into subsequent periods.

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

~~Litigation~~

~~From time to time, the Company is involved in legal proceedings arising mainly from the ordinary course of its business. Currently, there are no legal proceedings pending.~~

~~Retirement Plan~~

~~Wainwright's~~specialized food wrappers through our wholly owned subsidiary ~~USCF, has~~Gourmet Foods, Ltd. and their subsidiary, Printstock Products Limited. In Canada we provide security alarm system installation and maintenance services to residential and commercial customers sold through our wholly owned subsidiary Brigadier. Separate management of each segment is required because each business unit is subject to different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation. Amounts are adjusted for currency translation as of the balance sheet date and presented in US dollars.

The following table presents a ~~401(k) Profit Sharing Plan covering its employees who are over 21 years~~summary of ~~age~~identifiable assets as of September 30, 2020 and ~~who have completed~~June 30, 2020:

	September 30,		June 30,
	2020		2020
Identifiable assets:
Corporate headquarters - including Marygold	$	3,763,291	$	3,024,690
U.S.A.: beauty products		3,741,174		3,611,471
U.S.A.: fund management		14,525,937		12,834,581
New Zealand: food industry		3,341,022		2,606,256
Canada: security systems		2,519,805		2,347,327
Consolidated total	$	27,891,229	$	24,424,325

The following table presents a ~~minimum~~summary of ~~1,000 hours of service and have worked~~operating information for USCF for one or more years. Participants may make contributions pursuant to a salary reduction agreement. In addition, USCF makes a safe harbor matching contribution. Quarterly profit sharing contributions paid totaled approximately $32 thousand and $0 thousand for each of the three months ended September 30 ~~2019 and 2018, respectively.~~ :

	Three Months Ended			Three Months Ended
	September 30, 2020			September 30, 2019
Revenues from external customers:
U.S.A. : beauty products	$	972,744		$	963,673
U.S.A. : investment fund management - related party		7,036,301			3,040,569
New Zealand : food industry		2,057,369			1,250,331
Canada : security systems		678,643			773,277
Consolidated total	$	10,745,057		$	6,027,850

Net (loss) income:
Corporate headquarters - including Marygold	$	(1,334,215	)	$	(438,258	)
U.S.A. : beauty products		65,272			80,914
U.S.A. : investment fund management - related party		3,228,995			208,538
New Zealand : food industry		92,298			101,253
Canada : security systems		167,084			102,445
Consolidated total	$	2,219,434		$	54,892

~~Table~~

The following table presents a summary of ~~Contents~~net capital expenditures for the three month periods ended September 30:

	Three Months Ended			Three Months Ended
	September 30, 2020			September 30, 2019
Capital expenditures, net of disposals:
U.S.A.: corporate headquarters - including Marygold	$	653		$	-
U.S.A.: beauty products		827			2,995
U.S.A.: fund management		-			-
New Zealand: food industry		413,162			33,376
Canada: security systems		(7,304	)		609,446
Consolidated	$	407,338		$	645,817

The following table represents the property, plant and equipment in use at each of the Company's locations as of September 30, 2020 and June 30, 2020:

	As of September 30, 2020			As of June 30, 2020

Asset Location
Corporate headquarters - including Marygold	$	17,744		$	17,091
U.S.A. : beauty products		17,815			16,987
U.S.A. : investment fund management		-			-
New Zealand : food industry		2,191,632			1,721,195
Canada : security systems		935,998			929,712
Total All Locations		3,163,189			2,684,985
Less accumulated depreciation		(1,585,862	)		(1,487,793	)
Net property, plant and equipment	$	1,577,327		$	1,197,192

NOTE 17.

SUBSEQUENT EVENTS

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

On October 5, 2020, our wholly owned subsidiary in New Zealand, Gourmet Foods, reached agreement on the final purchase price payment in the acquisition of Printstock Products Ltd., a printer of food wrappers based in Napier, New Zealand. Accordingly, the Company increased the amount of funds loaned pursuant to the intercompany debt facility with Gourmet Foods through transfer of NZ$375,000 (approximately US $248,700). The final payment of NZ$420,552 (approximately US$277,577) was subsequently made by Gourmet Foods to the seller. The primary reason for the acquisition was to diversify our portfolio of operating companies and to improve profitability through vertical integration of the supply chain with Gourmet Foods, as Printstock Products provides a significant amount of packaging used by Gourmet Foods.

~~NOTE 17~~.

~~SEGMENT REPORTING~~

With the acquisition of Wainwright Holdings, Gourmet Foods, Ltd., Brigadier, and the launch of the Original Sprout business unit of Kahnalytics, the Company has identified four segments for its products and services; U.S.A. investment fund management, U.S.A. beauty products, New Zealand food industry and Canada security alarm systems. Our reportable segments are business units located in different global regions. The Company’s operations in the U.S.A. include the manufacture and wholesale distribution of hair and skin care products by Original Sprout and the income derived from management of various investment funds by our subsidiary Wainwright. In New Zealand operations include the production, packaging and distribution on a commercial scale of gourmet meat pies and related bakery confections through our wholly owned subsidiary Gourmet Foods, Ltd. and in Canada we provide security alarm system installation and maintenance services to residential and commercial customers sold through our wholly owned subsidiary Brigadier. Separate management of each segment is required because each business unit is subject to different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation. Amounts are adjusted for currency translation as of the balance sheet date and presented in US dollars.

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

September 30, 2019

June 30, 2019

Identifiable assets:

Corporate headquarters
$ 4,113,432 $ 2,730,805
U.S.A.: beauty products
4,079,035 3,780,278
U.S.A.: fund management
9,817,863 10,878,549
New Zealand: food industry
1,899,700 1,838,800
Canada: security systems
2,372,569 2,025,176
Consolidated total
$ 22,282,599 $ 21,253,608

~~The following table presents a summary of operating information for the three months ended September 30:~~

2019

2018

Revenues from unaffiliated customers:

U.S.A. : beauty products
$ 963,673 $ 902,328
U.S.A. : investment fund management
3,040,569 4,222,984
New Zealand : food industry
1,250,331 1,192,996
Canada : security systems
773,277 858,651
Consolidated total
$ 6,027,850 $ 7,176,959

Net (loss) income:

Corporate headquarters
$ (438,258
)
$ (392,912
)
U.S.A. : beauty products
80,914 108,391
U.S.A. : investment fund management
208,538 414,266
New Zealand : food industry
101,253 13,664
Canada : security systems
102,445 142,545
Consolidated total
$ 54,892 $ 285,954

~~The following table presents a summary of net capital expenditures for the three month periods ended September 30:~~

2019

2018

Capital Expenditures

U.S.A.: corporate headquarters
$ - $ -
U.S.A.: beauty products
2,995 1,386
U.S.A.: fund management
- -
New Zealand: food industry
33,376 13,030
Canada: security systems
609,446 (12,836
)
Consolidated
$ 645,817 $ 1,580

~~Table of Contents~~

~~The following table represents the property, plant and equipment in use at each of the Company's locations as of September 30, 2019 and June 30, 2019:~~

As of September 30,
2019

As of June 30,
2019

Asset Location

Corporate headquarters
$ 14,305 $ 14,305
U.S.A. : beauty products
13,739 10,745
U.S.A. : investment fund management
- -
New Zealand : food industry
1,582,168 1,659,186
Canada : security systems
954,033 348,435
Total All Locations
2,564,245 2,032,671
Less accumulated depreciation
(1,264,379
)
(1,275,657
)
Net property, plant and equipment
$ 1,299,866 $ 757,014

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."

Overview

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

	●	Wainwright Holdings, Inc. (“Wainwright”), a U.S. based company, is the sole member of two investment services limited liability company subsidiaries that manages, operates or is an investment advisor to exchange traded funds organized as limited partnerships or investment trusts that issue shares that trade on the NYSE Arca stock exchange.
	●	Gourmet Foods, Ltd. (“Gourmet Foods”), a New Zealand based company, manufactures and distributes New Zealand meat pies on a commercial scale.
	●	Brigadier Security Systems (2000) Ltd. (“Brigadier”), a Canadian based company, sells and installs commercial and residential alarm monitoring systems.
	●	Kahnalytics, Inc. dba/Original Sprout (“Original Sprout”), a U.S. based company, is engaged in the wholesale distribution of hair and skin care products under the brand name Original Sprout on a global scale. ~~The former business of Kahnalytics, providing live-streaming mobile video on~~
	●	Marygold & Co., ("Marygold") a ~~subscription basis, was insignificant and was terminated after transitioning~~newly formed U.S. based company, established by Concierge to explore opportunities in the ~~current business of distributing hair and skin care products~~financial technology ("Fintech") space, still in the development stage as of September 2020 and estimated to launch by December ~~18, 2017.~~ 2020. Through September 30, 2020, limited expenditures have been incurred on this venture.

Because the Company conducts its businesses through its wholly-owned operating subsidiaries, the risks related to our wholly-owned subsidiaries are also risks that impact the Company's financial condition and results of operations. See, "Note 2. Summary of Significant Accounting Policies / Major Customers and Suppliers - Concentration of Credit Risk" in the consolidated financial statements for more information. The emergence of a novel coronavirus on a global scale, known as COVID-19, and related geopolitical events could lead to increased market volatility, disruption to U.S. and world economies and markets and may have significant adverse effects on the Company and its wholly-owned subsidiaries. The financial risk to future operations is largely unknown, (refer to Part II, Item 1A, for further details.)

~~Table of Contents~~

Results of Operations

Concierge and Subsidiaries

~~For~~Financial summary and comparison data for the ~~Three Months Ended~~ three month periods ended of September 30, ~~2019~~ ~~Compared to the Three Months Ended~~ 2020 and September 30, ~~2018~~

~~Financial Summary~~2019.

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

($’s in thousands)

Financial Services

For the Three Months
Ended September 30,

Other Operating Units

For the Three Months
Ended September 30,

Concierge Corporate

For the Three Months
Ended September 30,

Consolidated

For the Three Months
Ended September 30,

2019

2018

Change

2019

2018

Change

2019

2018

Change

2019

2018

Change

$
%
$
%
$
%
$
%

Revenue
$ 3,041 $ 4,223 $ (1,182 ) (28 %) $ 2,987 $ 2,954 $ 33 1 % $ 6,028 $ 7,177 $ (1,149 ) (16 %)
% of total revenue
50 % 59 % (9 %) 50 % 41 % 9 %
Cost of revenue
$ 1,769 $ 1,838 $ (69 ) (4 %) $ 1,769 $ 1,838 $ (69 ) (4 %)
Gross profit
$ 3,041 $ 4,223 $ (1,182 ) (28 %) $ 1,218 $ 1,116 $ 102 9 % $ 4,259 $ 5,339 $ (1,080 ) (20 %)
Operating expenses
2,843 3,633 $ (790 ) (22 %) 866 802 64 8 % $ 489 $ 335 $ 154 46 % 4,198 4,770 (572 ) (12 %)
% of total operating expenses
68 % 76 % (8 %) 20 % 17 % 3 % 12 % 7 % 5 %
Income (loss) from operations
$ 198 $ 590 $ (392 ) (66 %) $ 352 $ 314
$38

12
% $ (489 ) $ (335 ) $ (154 ) (46 %) $ 61 $ 569 $ (508 ) (89 %)
Other (expense) / income
15 (175 ) 190 109 % 6 $ 2 $ 4
238
% 2 (6 ) $ 8 133 % 23 (179 ) 202 113 %
Income (loss) before income taxes
$ 213 $ 415 $ (202 ) (49 %) $ 358 $ 316 $ 42 13 % $ (487 ) $ (341 ) $ (146 ) (43 %) $ 84 $ 390 $ (306 ) (78 %)

Financial Services

Other Operating Units

Concierge Corporate

Consolidated
($'s in thousands)

For the Three Months Ended September 30,

For the Three Months Ended September 30,

For the Three Months Ended September 30,

For the Three Months Ended September 30,

2020

2019

Change

2020

2019

Change

2020

2019

Change

2020

2019

Change

$

%

$

%

$

%

$

%
Revenue

$ 7,036

$ 3,041

$ 3,996

131%

$ 3,709

$ 2,987

$ 721

24%

-

-

-

-

$ 10,745

$ 6,028

$ 4,717

78%
% of total revenue

65%

50%

-

15%

35%

50%

-

-15%

-

-

-

-

-

-

-

-
Cost of revenue

-

-

-

-

2,399

1,769

630

36%

-

-

-

-

2,399

1,769

$ 630

36%
Gross profit

$ 7,036

$ 3,041

$ 3,995

131%

$ 1,310

$ 1,218

$ 91

7%

-

-

-

-

$ 8,346

$ 4,259

$ 4,086

96%
Operating expenses

3,805

2,843

962

34%

1,050

866

184

21%

622

489

133

27%

5,477

4,198

1,279

30%
% of total operating expenses

69%

68%

-

2%

19%

21%

-

5%

11%

12%

-

0%

-

-

-

-
Income (loss) from operations

$ 3,231

$ 198

$ 3,033

1532%

$ 259

$ 352

$ (93)

(26)%

$ (622)

$ (489)

$ (133)

27%

$ 2,869

$ 61

$ 2,807

4613%
Other (expense) / income

4

15

(11)

73%

110

6

104

1736%

3

2

1

-50%

117

23

94

(409)%
Income (loss) before income taxes

$ 3,235

$ 213

$ 3,022

1419%

$ 369

$ 358

$ 11

3%

$ (619)

$ (487)

$ (132)

27%

$ 2,986

$ 84

$ 2,901

3460%

For the Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019
Revenue and Operating Income

Consolidated revenue for the three months ended September 30, ~~2019~~2020 was ~~$6.0~~$10.7 million representing a ~~$1.2~~$4.7 million ~~decrease~~increase from the same prior year period revenue of ~~$7.2~~$6.0 million. ~~While net~~Net revenues ~~decreased~~increased as a result of ~~lower~~higher Fund assets under management ("AUM") from our fund management business by approximately ~~$1.2~~$4.0 million, or 131%, for the three months ended September 30, ~~2019~~2020 as compared to the three months ended September 30, ~~2018, the corporation's~~2019. The Company's revenues derived from its other operating units ~~were up slightly to $3.0~~increased by $0.7 million, ~~which was comparable to~~or 24%, from the same prior year period, resulting in ~~a net reduction to~~an overall increase in consolidated revenue ~~in the current quarter~~ of approximately ~~16%~~78%. Concierge produced an operating income for the three months ended September 30, ~~2019~~2020 of ~~$0.1~~$2.8 million as compared to ~~$0.6 million~~income of $61 thousand for the three months ended September 30, ~~2018.~~2019. The ~~decrease~~increase in operating income was primarily attributable to ~~lower~~higher fund management revenue from Wainwright due to ~~lower~~higher AUM.

Other ~~Expenses~~Income (Expense)

Other ~~(expenses) income, including provision for income tax of $29 thousand and $104 thousand,~~Income for the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, were ~~$23~~$117 thousand and ~~($179)~~$23 thousand, ~~for the three months ended September 30, 2019 and 2018,~~ respectively, resulting in a net income before income taxes of ~~$84 thousand~~$3.0 million and ~~$390~~$84 thousand, respectively. Provision for income tax for the three months ended September 30, 2020 and 2019 were $766 thousand and $29 thousand, respectively, resulting in net income of $2.2 million for the three months ended September 30, 2020 as compared to net income of $55 thousand for the three months ended September 30, 2019 ~~and 2018 were~~. The difference is primarily attributable to our United States operations through our Wainwright subsidiary.
Net Income (Loss)

Overall, the net income ~~between~~for the three months ended September 30, ~~2019~~2020 as compared to the three months ended September 30, ~~2018 decreased~~2019 increased by approximately ~~$231 thousand or approximately 81% to approximately $55 thousand from $286 thousand.~~$2.2 million. The ~~reduction~~increase in profits for the three months ended September 30, ~~2019~~2020 was primarily attributable to ~~lower~~higher fund management revenue from Wainwright due to a ~~lower~~higher amount of AUM, ~~partially offset by decreases~~with only modest increases in ~~Wainwright~~ variable operating expenses, and general and administrative ~~costs.~~costs resulting in a higher net income profit margins. All Other Operating Units also provided an increase in net income of $40 thousand from same prior year period. Offsetting increases in net income were expenses of $300 thousand related to the startup of our new subsidiary, Marygold & Co. After giving consideration to currency translation gains of ~~$34~~$73 thousand our comprehensive income for the three months ended September 30, ~~2019~~2020 was ~~$89 thousand~~$2.3 million as compared to the three months ended September 30, ~~2018~~2019 where there was a currency translation ~~loss~~gain of ~~$12~~$34 thousand resulting in comprehensive income of ~~$274~~$89 thousand. Comprehensive gain and loss are comprised of fluctuations in foreign currency exchange rates ~~and~~related to the effects in the valuation of our holdings in New Zealand and Canada.

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Wainwright Holdings

Wainwright was founded as a holding company in March 2004 as a Delaware corporation with one subsidiary, Ameristock Corporation, which was an investment adviser to Ameristock Mutual Fund, Inc., a registered 1940 Act large cap value equity fund. In January 2010, Ameristock Corporation was spun off as a standalone company. In May 2005, USCF was formed as a single member limited liability company in the state of Delaware. In June 2013, USCF Advisers was formed as a Delaware limited liability company and in July 2014, was registered as an investment adviser under the Investment Advisers Act of 1940, as amended. In November 2013, the USCF Advisers board of managers formed USCF ETF Trust (“ETF Trust”) and in July 2016, the USCF Mutual Funds Trust (“Mutual Funds Trust” and together with “ETF Trust” the “Trusts”) both as open-end management investment companies registered under the Investment Company Act of 1940, as amended ("the 1940 Act"). The Trusts are authorized to have multiple segregated series or portfolios. Wainwright owns all of the issued and outstanding limited liability company membership interests of its subsidiaries, USCF and USCF Advisers, each a Delaware limited liability company and are affiliated companies. USCF serves as the general partner (“General Partner”) for various limited partnerships (“LP”) and sponsor (“Sponsor”) as noted below. USCF and USCF Advisers are subject to federal, state and local laws and regulations generally applicable to the investment services industry. USCF is a commodity pool operator (“CPO”) subject to regulation by the Commodity Futures Trading Commission (the "CFTC") and the National Futures Association (the “NFA”) under the Commodities Exchange Act (“CEA”). USCF Advisers is an investment adviser registered under the Investment Advisers Act of 1940, as amended and has registered as a CPO under the CEA. Exchange traded products (“ETPs”) issued or sponsored by USCF are required to be registered with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities Act of 1933. Wainwright operates through USCF and USCF Advisers, which collectively operate ~~thirteen~~eleven exchange-traded products ("ETPs") and exchange traded funds (“ETFs”) listed on ~~they~~the NYSE Arca, Inc. ("NYSE Arca") with a total of approximately ~~$2.2~~$5.2 billion assets under management as of September 30, ~~2019.~~2020. Wainwright and subsidiaries USCF and USCF Advisers are collectively referred to as “Wainwright” hereafter.

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”) and the USCF Funds Trust (“USCF Funds Trust”):

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”) and the USCF Funds Trust (“USCF Funds Trust”):

USCF as General Partner for the following funds
United States Oil Fund, LP (“USO”)
Organized as a Delaware limited partnership in May 2005
United States Natural Gas Fund, LP (“UNG”)
Organized as a Delaware limited partnership in November 2006
United States Gasoline Fund, LP (“UGA”)
Organized as a Delaware limited partnership in April 2007
United States Diesel Heating Oil Fund, LP (“UHN”)
Organized as a Delaware limited partnership in April 2007; Liquidated September 12, 2018
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; Liquidated September 12, 2018
United States Brent Oil Fund, LP (“BNO”)
Organized as a Delaware limited partnership in September 2009
USCF as fund Sponsor - each a series within the USCIF Trust
United States Commodity Index Funds Trust (“USCIF Trust”)
A series trust formed in Delaware December 2009
United States Commodity Index Fund (“USCI”)
A commodity pool formed in April 2010 and made public August 2010
United States Copper Index Fund (“CPER”)
A commodity pool formed in November 2010 and made public November 2011
United States Agriculture Index Fund (“USAG”)
A commodity pool formed in November 2010 and made public April 2012; Liquidated September 12, 2018
USCF as fund Sponsor - each a series within the USCF Funds Trust
USCF Funds Trust (“USCF Funds Trust”)
A series trust formed in Delaware March 2016
United States 3X Oil Fund (“USOU”)
A commodity pool formed in May 2017 and made public July ~~2017~~2017; Liquidated December 18, 2019
United States 3X Short Oil Fund (“USOD”)
A commodity pool formed in May 2017 and made public July ~~2017~~2017; Liquidated December 18, 2019
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~~Table of Contents~~

USCF Advisers serves as the investment adviser to the fund(s) listed below within the Trusts and has overall responsibility for the general management and administration for the Trusts. Pursuant to the current Investment Advisory Agreements, USCF Advisers provides an investment program for the Trusts’ fund(s) and manages the investment of the assets.

Advisers as fund manager for each series within the USCF ETF Trust ~~and the USCF Mutual Funds Trust~~:
USCF ETF Trust (“ETF Trust”)
Organized as a Delaware statutory trust in November 2013
USCF SummerHaven SHPEI Index Fund ("BUY")
Fund launched November 30, ~~2017~~2017; Liquidated October 22, 2020
USCF SummerHaven SHPEN Index Fund ("BUYN")
Fund launched November 30, ~~2017~~
~~Stock Split Index Fund (“TOFR”)~~
~~Fund launched September 2014;~~2017; Liquidated ~~October 20, 2017~~
~~Restaurant Leaders Index Fund (“MENU”)~~
~~Fund launched November 2016; Liquidated October 20, 2017~~May 6, 2020
USCF SummerHaven Dynamic Commodity Strategy No K-1 Fund
Fund launched May 2018
~~USCF Mutual Funds Trust ("Mutual Funds Trust")~~
~~Organized as a Delaware statutory trust in July 2016~~
~~USCF Commodity Strategy Fund ("USCFX" and "USCIX")~~
~~Fund launched March 2017; Liquidated March 21, 2019~~

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

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Wainwright’s revenue and expenses are primarily driven by the amount ~~AUM.~~of 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. Total Operating Expenses are grouped into the following financial statement line items: General and Administrative, Marketing, Operations and Salaries and Compensation.

For the Three Months Ended September 30, ~~2019,~~2020, Compared to the Three Months Ended September 30, ~~2018~~2019

Revenue

Average AUM for the three months ended September 30, ~~2019~~2020 was at ~~$2.1~~$5.6 billion, as compared to approximately ~~$3.0~~$2.1 billion from the three months ended September 30, ~~2018~~2019 primarily due to ~~a decrease~~an increase in USO, ~~USCI~~BNO and ~~UNG~~USL AUM. As a result, the revenues from management and advisory fees ~~decreased~~increased by approximately ~~$1.2~~$4.0 million, or ~~28%~~131%, to ~~$3.0~~$7.0 million for the three months ended September 30, ~~2019~~2020 as compared to the ~~thee~~three months ended September 30, ~~2018~~2019 where revenues from management and advisory fees totaled ~~$4.2~~$3.0 million.

Expenses

Wainwright’s total operating expenses for three months ended September 30, ~~2019 decreased~~2020 increased by ~~$0.8~~$1.0 million to ~~$2.8~~$3.8 million, or approximately ~~22%~~34%, from ~~$3.6~~$2.8 million for the three months ended September 30, ~~2018.~~2019. Variable expenses, as described above, ~~decreased~~increased by ~~$0.5~~$0.4 million over the respective three-month period due to ~~lower~~higher AUM which ~~reduced~~increased variable marketing and distribution expenses, ~~sub-advisory fees~~fund accounting and administration expenses, and other variable ~~costs.~~costs, and partially offset by a reduction in sub-advisory fees. General and ~~Administrative~~administrative ("G&A") expenses, excluding new fund development cost, ~~for the three months ended September 30, 2019~~ were ~~$0.3~~$1.1 million ~~as compared to $0.5~~and $0.3 million for the three months ended September 30, ~~2018. Expenses were reduced marginally~~2020 and September 30, 2019, respectively. G&A expenses increased $0.6 million due to ~~decreases~~increases in legal and professional ~~fees.~~fees as well as increases in fund expense waivers as a result of higher AUM during the quarter. Total marketing expenses ~~decreased~~increased $0.3 million to ~~$0.5~~$0.7 million for the three months ended September 30, ~~2019~~2020 as compared to the prior year period due to ~~a decrease of $0.2 million in advertising and marketing conference spend along with a $0.1 million reduction~~an increase in variable distribution costs as a result of ~~lower AUM.~~higher AUM as mentioned above, partially offset by decreases in marketing conference spend. Employee ~~Salaries~~salaries and ~~Compensation~~compensation expenses were approximately $1.1 ~~million and $1.0~~ million for the three months ended September 30, 2020 and September 30, 2019 ~~and September 30, 2018, respectively, with the increase~~, respectively. Operations expenses increased by $0.1 million due to ~~accrued vacation~~higher AUM and ~~small increases~~new fund development costs decreased $0.1 million in ~~annual compensation.~~the current quarter compared to the prior year quarter.

Income

Income before income taxes for the three months ended September 30, ~~2019 decreased $0.2~~2020 increased $3.0 million to ~~$0.2~~a $3.2 million ~~from $0.4~~compared to $0.2 million for three months ended September 30, ~~2018~~2019 due to ~~$1.2~~$4.0 million increase in ~~lower~~ revenue as a result of ~~lower~~higher AUM, offset by a ~~$0.8~~$1.0 million ~~reduction~~increase in operating ~~expenses along with a decrease of $0.2 million in other~~ expenses.

Gourmet Foods, Ltd.

Gourmet Foods Limited (“Gourmet Foods”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand. Gourmet Foods, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. Gourmet Foods also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers.
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~~Table~~ On July 1, 2020, Gourmet Foods acquired the New Zealand company, Printstock Products Limited ("Printstock"). Located in nearby Napier, New Zealand, Printstock prints wrappers for food products, including those used by Gourmet Foods. Printstock is a wholly-owned subsidiary of ~~Contents~~
Gourmet Foods and its operating results are consolidated with those of Gourmet Foods from July 1, 2020 onwards.

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

For the Three Months Ended September 30, ~~2019,~~2020, Compared to the ~~September~~Three Months Ended September 30, ~~2018~~2019

Revenue

Net revenues for the three months ended September 30, ~~2019~~2020 were ~~$1.3~~$2.1 million with cost of goods sold of ~~$0.9~~$1.6 million resulting in a gross profit of ~~$0.4~~$0.5 million, or approximately ~~30%~~24% gross margin, as compared to the year ended September 30, ~~2018~~2019 where net revenues were ~~$1.2~~$1.3 million and cost of goods sold were $0.9 million producing a gross profit of ~~$0.3~~$0.4 million, or approximately ~~26%~~30%. The increase in revenues is attributed to the acquisition of Printstock which contributed $0.8 million during the three month period ended September 30, 2020 and no contributing revenues for the three months ended September 30, 2019.
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Expenses

General, administrative and selling expenses, including wages and marketing, for the three month periods ended September 30, ~~2019~~2020 and ~~2018~~2019 were ~~$0.2~~$0.3 million and $0.2 million producing operating income of $0.2 million and ~~$0.1~~$0.2 million, respectively, or approximately ~~13%~~8% net operating profit for the three months ended September 30, ~~2019~~2020 and 8%13% for the three months ended September 30, ~~2018.~~2019. The depreciation expense, provision for income tax, and other income ~~(expense)~~ totaled approximately $0.1 million for the three months ended September 30, ~~2019~~2020 as compared to $0.1 million for the three months ended September 30, ~~2018.~~2019.

Income

Income for the three months ended September 30, ~~2019,~~2020, after expenses of approximately ~~$0.3~~$0.4 million, resulted in an income of approximately ~~$116~~$117 thousand before income tax provision of approximately ~~$14~~$24 thousand resulted in a net income of approximately ~~$102~~$93 thousand as compared to a net income of ~~$14~~$102 thousand for the three months ended September 30, ~~2018. Overall,~~2019. The increase in revenues and operating expenses during the current quarter are attributable to the acquisition of Printstock and its operating results. Contributing to the lower net ~~profit margins~~income for the ~~comparative periods are consistent and differences are attributed to depreciation expense, varying income tax provisions and~~current quarter were the ~~fluctuation~~expenses associated with the acquisition of ~~currency exchange rates with~~Printstock as well as the continuing negative effects of the COVID-19 pandemic on the New Zealand ~~dollar.~~economy in general.

Brigadier Security Systems (2000) Ltd.

Brigadier Security Systems (2000) Ltd. (“Brigadier”) was founded in 1985 and through internal growth and acquisitions the core business of Brigadier began in 1998. Today Brigadier is one of the largest SecurTek security monitoring dealers in Saskatchewan with offices in both major urban areas of Regina (dba Elite Security Systems (2005) Ltd.) and Saskatoon. SecurTek is owned by SaskTel which is Saskatchewan's leading Information and Communications Technology (ICT) provider with over 1.4 million customer connections across Canada. Brigadier is also a Honeywell Certified Access Control Integrator, Kantech Corporate Certified Integrator and UTC ~~Interlogix~~ Authorized dealer and the largest independent security contractor in the province. Brigadier provides comprehensive security solutions including access control, camera systems, fire alarm monitoring panels, and intrusion alarms to home and business owners as well as government offices, schools and public buildings. Brigadier typically sells hardware, installation service, and a monitoring contract to customers. Under the terms of its authorized dealer contract with the monitoring company, Brigadier earns monthly payments during the term of the monitoring contract in exchange for performance of customer service activities on behalf of the monitoring company.

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

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

For the Three Months Ended September 30, ~~2019~~2020 Compared to the Three Months Ended September 30, ~~2018~~2019

Revenue

Net revenues for the three months ended September 30, ~~2019~~2020 were ~~$0.8~~$0.7 million with cost of goods sold recorded as approximately ~~$0.4~~$0.3 million, resulting in a gross profit of approximately $0.4 million with a gross margin of approximately ~~53%~~54% as compared to the three months ended September 30, ~~2018~~2019 where net revenues were approximately ~~$0.9~~$0.8 million with cost of goods sold of ~~$0.5~~$0.4 million and a gross profit of $0.4 million, or approximately ~~47%~~53%.
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Expenses

General, administrative and selling expenses for the three months ended September 30, ~~2019~~2020 were ~~$0.3~~$0.2 million producing an operating profit of $0.1 million or approximately ~~18%~~19% as compared to the three months ended September 30, ~~2018~~2019 where operating profits were ~~$0.2~~$0.1 million, or approximately ~~23%~~18%, with general, administrative and selling expenses of ~~$0.2~~$0.3 million.

Income

Other expense comprised of depreciation, income tax, interest income, other income, and gain on sale of assets totaled approximately ~~$40~~$41 thousand for the three months ended September 30, ~~2019~~2020 resulting in income after income taxes of approximately ~~$0.1~~$0.2 million as compared to income after income taxes of approximately $0.1 million for the three months ended September 30, ~~2018~~2019 where other expense totaled ~~$50~~approximately $40 thousand.
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Original Sprout

Kahnalytics was founded in 2015 and adopted the dba/Original Sprout in December ~~2017 (see Note 13 to the Consolidated Financial Statements). For the year ended June 30, 2017 (prior to the acquisition of the~~2017. Original Sprout ~~assets), Kahnalytics had incurred de minimis operating losses insignificant~~formulates and packages various hair and skin care products that are 100% vegan, tested safe and non-toxic, and marketed globally through distribution networks to salons, resorts, grocery stores, health food stores, e-tail sites and on the ~~overall enterprise. Prior to the acquisition of the Original Sprout assets,~~company's website. The company operates from warehouse and as of June 30, 2017, the residual business the company was founded to oversee was being wound down and management expected to transition focus to another industry. As of June 30, 2018, this legacy business had been completely wound down.sales offices located in San Clemente, CA, USA.

For the Three Months Ended September 30, ~~2019~~2020 Compared to the Three Months Ended September 30, ~~2018~~2019

Revenue

Net revenues for the three months ended September 30, ~~2019~~2020 were $1.0 million as compared to ~~$0.9~~$1.0 million for the three months ended September 30, ~~2018.~~2019. Cost of goods sold for the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 were $0.5 million and $0.5 million, respectively, resulting in a gross profit of approximately $0.5 million and ~~$0.4~~$0.5 million, respectively.

Expenses

General, administrative and selling expenses were approximately $0.3 million resulting in an operating income of approximately ~~$0.2 million,~~$120 thousand, or approximately ~~17%~~12%, as compared to ~~$0.2~~$0.3 million of general, administrative and selling expenses resulting in ~~$0.2 million~~$167 thousand for the three months ended September 30, ~~2018,~~2019, or approximately ~~19%~~17%.

Income (Loss)

After consideration given to income tax provision, other income (expense), and depreciation expense, the net income for the three months ended September 30, ~~2019~~2020 was approximately ~~$0.1 million~~$65 thousand as compared to ~~$0.1 million~~$81 thousand income from the prior year comparable period.

Plan of Operation for the Next Twelve Months

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

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

●
increase our gross revenues and realize net operating profits,

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

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

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

●
achieve efficiencies in accounting and reporting through ~~consolidated operations~~adoption of ~~our~~standards used by all subsidiaries ~~from~~on a ~~management perspective,~~consistent basis,

●
strategically pursue additional company acquisitions, and

●
~~invest~~explore opportunities as may present themselves in the ~~development~~Fintech space, including the launch of ~~FinTech opportunities in~~services by Marygold, and the ~~financial services space.~~creation of new corporate entities such as Marygold as focused subsidiary holdings.

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Liquidity and Capital Resources

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

As of September 30, ~~2019,~~2020, we had ~~$6.9~~$12.9 million of cash and cash equivalents on a consolidated basis as compared to ~~$6.5~~$9.8 million as of June 30, ~~2019. The increase in cash was due to a $606,163 income tax refund from the State of California offset in part by a reduction in accounts payable.~~2020.

During the ~~current and~~ past five fiscal years combined, Concierge has invested approximately ~~$3.5~~$8.2 million in cash towards purchasing and assimilating Gourmet Foods and their Printstock subsidiary, Brigadier Security Systems and the Original Sprout assets into the Concierge Technologies group of ~~companies. During the previous years ended June 30, 2016 through June 30, 2017, Concierge invested approximately $3.3 million in cash to acquire Gourmet Foods and Brigadier Security Systems~~companies as well as the acquisition through a stock-for-stock exchange of Wainwright, which provides a significant revenue stream and value. We have also invested approximately $0.7 million in the development of Fintech applications through our newly organized subsidiary, Marygold. Despite these cash investments, our working capital position remains strong at ~~$12~~$16 million and our position has strengthened year-to-year. Management forecasts Wainwright, Gourmet Foods, Brigadier and Original Sprout to all produce a profit during the coming fiscal year and the realization of those profits by Concierge is not expected to be significantly impacted by foreign currency fluctuations against the U.S. dollar during the period. While Concierge intends to maintain and improve its revenue stream from wholly owned subsidiaries, Concierge continues to pursue acquisitions of other profitable companies which meet its target profile. Provided Concierge’s subsidiaries continue to operate as they are presently, and are projected to operate, Concierge has sufficient capital to pay its general and administrative expenses for the coming fiscal year and to adequately pursue its long term business objectives. However, given the significant economic and financial market disruptions associated with the COVID-19 pandemic, the Company’s results of operations could be adversely impacted.

In relation to the adoption of ASC 842 (see Note 2), the Company recognized $1,150,916 of operating lease liabilities on July 1, 2019. The total amount due under these obligations was ~~$1,062,486~~$892,263 and $0$770,457 as of September 30, ~~2019~~2020 and June 30, ~~2019,~~2020, respectively. The obligations will amortize over the passage of time through the recognition of periodic rent expense. See Note 615 in the accompanying financial statements for further analysis of this obligation.

Borrowings

As of September 30, ~~2019,~~2020, we had $1.0 million of related-party and third-party indebtedness on a consolidated basis as compared to ~~$0.7~~$1.0 million as of June 30, ~~2019.~~2020. Approximately US$~~393,353~~376,055 is owed by Brigadier and secured with the land and building in Saskatoon purchased in July 2019. The initial principal balance was CD$525,000 (approximately US$401,000 translated as of the loan date July 1, 2019) with an annual interest rate of 4.14% maturing June 30, 2024. The short-term portion of principal for this loan due within 12 months as of September 30, 2020 is CD$18,147 (approximately US$13,558) and the long term principal amount due is CD$485,192 (approximately US$362,497). Interest on the loan is expensed or accrued as it becomes due. Interest expense on the loan for the three months ended September 30, 2020 and 2019 was US$3,963 and US$4,885, respectively. Concierge, without inclusion of its subsidiary companies, as of September 30, ~~2019~~2020 and June 30, ~~2019,~~2020, had $0.6 million of related-party indebtedness. We are not required to make interest payments on our related party notes until the maturity date.

Current related party notes payable consist of the following:

September 30, June 30,

September 30, 2019

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

As of September 30, 2019, Brigadier had an outstanding principal balance of CD$520,742 (approx. US$393,353 translated as of September 30, 2019) related to the purchase of their Saskatoon office land and building. The Consolidated Balance Sheets as of September 30, 2019 and June 30, 2019 reflect the amount of the principal balance which is due within twelve months as a current liability of US$13,153 and a long term liability of US$380,200. As of June 30, 2019, the loan liability consisted of principal balances outstanding for vehicle purchases. The principal amounts under the loans which were due within twelve months were recorded in short term liabilities as US$26,241, and after twelve months as US$61,057. These loans were paid in full as of September 30, 2019, whereas there was no liability for the loan related to the property purchase as of June 30, 2019. Total interest on all loans for the three months ended September 30, 2019 was US$4,885 and US$2,016 for the three months ended September 30, 2018.
Investments

Wainwright, from time to time, provides initial investments in the creation of ~~ETP~~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. As of September 30, 2020 and June 30, 2020 we have no such investments. These investments are described further in Note 7 ~~to our Financial Statements.~~of the accompanying financial statements.

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~~Table of Contents~~

~~Reverse Stock Split~~
On November 17, 2017 our Board and the majority stockholders approved the adoption of a one-for-thirty (1:30) reverse stock split whereby each thirty shares of our common stock and Series B Preferred stock issued and outstanding as of the record date established by the Board shall be combined into one share of common stock or preferred stock, as applicable (the “Reverse Stock Split”). The Reverse Stock Split became effective on December 15, 2017 and all share amounts have been retroactively adjusted for this reverse stock split.
Dividends

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

Item 3.   Quantitative and Qualitative Disclosures about Market Risk.

Concierge is a smaller reporting company and is not required to provide the information required by this item.
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Item 4.   Controls and Procedures

Disclosure Controls and Procedures

Concierge maintains disclosure controls and procedures that are designed to provide reasonable assurances that the information required to be disclosed in Concierge’s periodic reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms.

The duly appointed officers of Concierge, including its chief executive officer and 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 Concierge’s disclosure controls and procedures and have concluded that the disclosure controls and procedures of Concierge ~~have been~~were effective as of the end of the period covered by this quarterly report on Form 10-Q.

Change in Internal Control Over Financial 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.~~From time to time, the Company and its subsidiaries may be involved in legal proceedings arising primarily from the ordinary course of their respective businesses. Except as described below there are no pending legal proceedings against the Company or its subsidiaries, including USCF, an indirect wholly owned subsidiary of the Company.

SEC and CFTC Wells Notices
On August 17, 2020, USCF, USO, and John Love received a "Wells Notice" from the staff of the SEC (the "SEC Wells Notice"). The SEC Wells Notice relates to USO's disclosures in late April and early May regarding constraints imposed on USO's ability to invest in Oil Futures Contracts. The SEC Wells Notice states that the SEC staff has made a preliminary determination to recommend that the SEC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 17(a)(1) and 17(a)(3) of the Securities Act of 1933, as amended, and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, in each case with respect to its disclosures and USO's actions.
On August 19, 2020, USCF, USO, and John Love received a Wells Notice from the staff of the CFTC (the "CFTC Wells Notice"). The CFTC Wells Notice states that the CFTC staff has made a preliminary determination to recommend that the CFTC file an enforcement action against USCF, USO, and Mr. Love alleging violations of Sections 4o(1)(A) and (B) and 6(c)(1) of the Commodity Exchange Act, 7 U.S.C. §§ 6o(1)(A), (B), 9(1) (2018), and CFTC Regulations 4.26, 4.41, and 180.1(a), 17 C.F.R. §§ 4.26, 4.41, 180.1(a) (2019), in each case with respect to its disclosures and USO's actions.
A Wells Notice is neither a formal charge of wrongdoing nor a final determination that the recipient has violated any law. USCF, USO, and Mr. Love maintain that USO's disclosures and their actions were appropriate. They intend to vigorously contest the allegations made by the SEC staff in the SEC Wells Notice and the CFTC staff in the CFTC Wells Notice.
33
In re: United States Oil Fund, LP Securities Litigation
On June 19, 2020, USCF, USO, John P. Love and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported shareholder Robert Lucas, on behalf of all persons who purchased USO securities during the period from March 19, 2020 to April 28, 2020, asserting claims under the Securities Exchange Act of 1934 (the “Lucas Class Action”). On July 31, 2020, USCF, USO, John P. Love and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported stockholder Moshe Ephrati, on behalf of all persons and entities who purchased or otherwise acquired USO securities during the period from March 19, 2020 to April 28, 2020 (the “Ephrati Class Action”). On August 13, 2020, USCF, USO, John P. Love and Stuart P. Crumbaugh were named as defendants in a putative class action filed by purported stockholder Danny Palacios, on behalf of all persons who purchased USO securities during the period from February 25, 2020 to April 28, 2020 (the “Palacios Class Action”).
The Lucas, Ephrati, and Palacios Class Action complaints each challenged disclosures in a March 19, 2020 registration statement as well as subsequent public statements. The Palacios Class Action complaint also challenged disclosures in a February 25, 2020 prospectus and related registration statement. The Lucas, Ephrati, and Palacios Class Action complaints each alleged that the defendants failed to disclose to investors in USO certain extraordinary market conditions and the attendant risks that caused the demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. Plaintiffs alleged that USCF, USO, and the other defendants possessed inside knowledge about the consequences of these converging adverse events on USO and did not sufficiently acknowledge them until late April and May 2020, after USO suffered losses and was allegedly forced to abandon its investment strategy. The Lucas, Ephrati, and Palacios Class Action complaints each sought to certify a class and award the class compensatory damages at an amount to be determined at trial.
On August 18, 2020, pursuant to the Private Securities Litigation Reform Act (“PSLRA”), 15 U.S.C. § 78u-4, motions were filed seeking to consolidate the Lucas, Ephrati, and Palacios Class Actions, appoint a lead plaintiff, and approve selection of lead counsel.
On September 16, 2020, the U.S. District Court for the Southern District of New York entered an order that consolidated the Class Actions under the caption In re: United States Oil Fund, LP Securities Litigation, No. 20-cv-4740 (PGG), appointed Nutit, A.S. as lead plaintiff, and approved lead counsel. The order also set a schedule for filing any amended or consolidated complaint and briefing on defendants’ anticipated motion(s) to dismiss, which contemplates that briefing will be completed on or before April 15, 2021. Any other related securities class actions filed in, or transferred to, the U.S. District Court for the Southern District of New York, in the future also will be consolidated into In re: United States Oil Fund, LP Securities Litigation.
USCF, USO, and the other defendants intend to vigorously contest the claims in In re: United States Oil Fund, LP Securities Litigation and move for their dismissal.
Mehan Action
On August 10, 2020, , purported shareholder Darshan Mehan filed a complaint derivatively on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Nicholas D. Gerber, Andrew F Ngim, Robert L. Nguyen, Peter M. Robinson, Gordon L. Ellis, and Malcolm R. Fobes, III (the “Mehan Action”). The action is pending in the Superior Court of the State of California for the County of Alameda as Case No. RG20070732.
The Mehan Action alleges that the defendants breached their fiduciary duties to USO and failed to act in good faith in connection with a March 19, 2020 registration statement and offering and disclosures regarding certain extraordinary market conditions that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaint seeks, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees, and costs.
USCF, USO, and the other defendants intend to vigorously contest such claims and move for their dismissal.
In re United States Oil Fund, LP Derivative Litigation
On August 27, 2020, purported shareholders Michael Cantrell and AML Pharm. Inc. DBA Golden International filed two separate actions derivatively on behalf of nominal defendant USO, against defendants USCF, John P. Love, Stuart P. Crumbaugh, Andrew F Ngim, Gordon L. Ellis, Malcolm R. Fobes, III, Nicholas D. Gerber, Robert L. Nguyen, and Peter M. Robinson. The Cantrell complaint is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06974 (the “Cantrell Action”). The AML complaint is pending in the U.S. District Court for the Southern District of New York as Civil Action No. 1:20-cv-06981 (the “AML Action”).
The complaints in the Cantrell and AML Actions are nearly identical. They each allege violations of Sections 10(b), 20(a) and 21D of the Exchange Act, Rule 10b-5 thereunder, and common law claims of breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets. These allegations stem from USO’s disclosures and alleged performance, and defendants’ alleged actions in respect thereof, in light of the extraordinary market conditions in 2020 that caused demand for oil to fall precipitously, including the COVID-19 global pandemic and the Saudi Arabia-Russia oil price war. The complaints seek, on behalf of USO, compensatory damages, restitution, equitable relief, attorney’s fees and costs. The plaintiffs in the Cantrell and AML Actions have marked their actions as related to the Lucas Class Action.
On September 9, 2020, pursuant to a joint stipulation, the Court entered an order consolidating the Cantrell and AML Actions under the caption In re United States Oil Fund, LP Derivative Litigation, No. 1:20-cv-06974 (PGG), appointing co-lead counsel, and ordering the parties to meet and confer regarding a proposed schedule and a stay of the consolidated action pending resolution of any forthcoming motions to dismiss the related In re: United States Oil Fund, LP Securities Litigation.
USCF, USO, and the other defendants intend to vigorously contest the claims in In re United States Oil Fund, LP Derivative Litigation and move for their dismissal.
34
Item 1A.
Risk Factors

Concierge and its subsidiaries (referred to herein as “we,” “us,” “our” or similar expressions) are subject to certain risks and uncertainties in its business operations. ~~The risks and uncertainties are included~~In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Risk Factors” in the September 28, 2020 filing of our ~~annual report~~Annual Report on Form 10-K, ~~filed September 30, 2019 and~~which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report are not the only risks ~~we face.~~facing our Company. Additional risks and uncertainties not currently known to us or that ~~are presently unknown or are~~we currently ~~deemed~~deem to be immaterial also may ~~also impair~~materially and adversely affect our business, ~~operations.~~financial condition and/or operating results.
There have been no material changes since our September 28, 2020 filing of our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 to the risk factors discussed in “Risk Factors”. These risk factors should be read in connection with the other information included in this quarterly report on Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations and our financial statements and the related notes.

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

None.

30
35
~~Table of Contents~~

Item 6.
Exhibits

The following exhibits are filed or incorporated by reference as part of this Form 10-Q:

Exhibit
Number

Description of Document

~~2.1~~
~~Agreement for Sale and Purchase of a Business, dated May 29, 2015, by and between Gourmet Foods Ltd. and Concierge Technologies, Inc.~~³
~~2.2~~
~~Stock Purchase Agreement, dated May 27, 2016, by and among Concierge Technologies, Inc., Brigadier Security Systems (2000) Ltd., and the shareholders of Brigadier Security Systems (2000) Ltd.~~⁵
~~2.3~~
Stock Purchase Agreement, dated September 19, 2016 by and among Concierge Technologies, Inc., Wainwright Holdings, Inc. and Each of the Individuals and Entities Executing Signature Pages Attached Thereto⁶
~~2.4~~
~~Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.~~¹¹
~~2.5~~
~~Termination of Asset Purchase Agreement, dated June 24, 2019, by and between Concierge Technologies, Inc., through its wholly owned subsidiary Gourmet Foods Ltd. and RG & MK Wilson Limited.~~¹²
3.1

Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.¹
3.2

Amended Articles of Incorporation of Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on April 17, 2017.⁷²
3.3

Amended Bylaws of Concierge Technologies, Inc. effective on March 20, 2017.⁷
~~10.1~~
~~Securities Purchase Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.~~²
~~10.2~~
~~Registration Rights Agreement, dated January 26, 2015, by and among Concierge Technologies, Inc. and Purchasers.~~²
~~10.3~~
~~Convertible Promissory Note, dated January 27, 2016, by and between Wainwright Holdings, Inc. and Concierge Technologies, Inc.~~⁴
~~10.4~~
~~Amended and Restated Asset Purchase Agreement, dated November 20, 2017, by and between The Original Sprout, LLC and each of the Individual Members of Original Sprout LLC and Kahnalytics, Inc.~~⁸
~~14.1~~
~~Code of Business Conduct and Ethics~~¹⁰
~~16.1~~
~~Letter dated April 6, 2017, from Kabani and Company, Inc.~~⁹
~~21.1~~
~~Concierge Technologies, Inc. - Subsidiary List~~¹³
31.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(1)

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2(1)

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS
XBRL Instance Document#

101.SCH
XBRL Taxonomy Extension Schema Document#

101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document#

101.LAB
XBRL Taxonomy Extension Labels Linkbase Document#

101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document#

101.DEF
XBRL Taxonomy Extension Definition Linkbase Document#

# Filed Herewith. Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

31
~~Table of Contents~~

⁽¹⁾
Filed herewith.
¹Previously filed with Report on Form 10-K on October 8, 2010 and incorporated by reference herein.
²~~Previously filed with Current Report on Form 8-K on January 29, 2015 and incorporated by reference herein.~~
³~~Previously filed with Current Report on Form 8-K on June 2, 2015 and incorporated by reference herein.~~
⁴~~Previously filed with Current Report on Form 8-K on February 2, 2016 and incorporated by reference herein.~~
⁵~~Previously filed with Current Report on Form 8-K on June 8, 2016 and incorporated by reference herein.~~
⁶~~Previously filed with Current Report on Form 8-K on September 20, 2016 and incorporated by reference herein.~~
⁷Previously filed with Definitive Proxy Materials on Schedule 14A on February 28, 2017 and incorporated by reference herein.

⁸~~Previously filed with Current Report on Form 8-K on November 21, 2017 and incorporated by reference herein.~~
36

⁹~~Previously filed with Current Report on Form 8-K on April 6, 2017 and incorporated by reference herein.~~
¹⁰~~Previously filed with Current Report on Form 10-K on September 28, 2018 and incorporated by reference herein.~~
¹¹~~Previously filed with Current Report on Form 8-K on June 27, 2019 and incorporated by reference herein.~~
¹²~~Previously filed with Current Report on Form 8-K on August 2, 2019 and incorporated by reference herein.~~
¹³~~Previously filed with Current Report on Form 10-K on September 30, 2019 and incorporated by reference herein.~~
32
~~Table of Contents~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONCIERGE TECHNOLOGIES, INC.

Dated: November ~~14, 2019~~16, 2020
By:
/s/ Nicholas Gerber

Nicholas Gerber

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

33
37

Nevada		90-1133909
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Title of Each Class of Security	Trading Symbol	Name of Exchange on Which Registered
None

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☒

		Emerging growth company	☐

	Page

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	3

Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and June 30, ~~2019~~2020	3

Condensed Consolidated Statements of ~~Operations~~Income for the Three Months Ended September 30, ~~2019~~2020 and ~~2018~~2019	45

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, ~~2019~~2020 and ~~2018~~2019	56

Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended September 30, ~~2019~~2020 and ~~2018~~2019	6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended September 30, ~~2019~~2020 and ~~2018~~2019	7

Notes to Condensed Consolidated Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2326

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3032

Item 4. Controls and Procedures	3033

Part II. OTHER INFORMATION	3033

Item 1. Legal Proceedings	3033

Item 1A. Risk Factors	3035

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3035

Item 3. Defaults Upon Senior Securities	3035

Item 4. Mine Safety Disclosures	3035

Item 5. Other Information	3035

Item 6. Exhibits	3136

Signatures	3337

	•	our future financial performance, including our revenue, cost of revenue, gross profit, gross margin, operating expenses, ability to generate positive cash flow, and ability to achieve and maintain profitability; and the impact of the COVID-19 pandemic thereon;
	•	the sufficiency of our cash and cash equivalents to meet our working capital, capital expenditure, and liquidity needs; and the impact of the COVID-19 pandemic thereon;
	•	our operating subsidiaries' ability to attract and retain customers to use our products, to optimize the pricing for our products, to expand our sales to our customers, and to convince our existing customers to renew subscriptions;
	•	the evolution of technologies affecting our operating subsidiaries' products and markets;
	•	our operating subsidiaries' ability to innovate and provide a superior user experience and our intentions and strategy with respect thereto;
	•	our operating subsidiaries' ability to successfully penetrate enterprise markets; and the impact of the COVID-19 pandemic thereon;
	•	our operating subsidiaries' ability to successfully expand in our existing markets and into new markets, including international markets; and the impact of the COVID-19 pandemic thereon;
	•	the attraction and retention of key personnel;
	•	our ability to effectively manage our growth and future expenses;
	•	worldwide economic conditions, including the economic disruption imposed by the COVID-19 pandemic, and their impact on spending; and
	•	and our operating subsidiaries' ability to comply with modified or new laws and regulations applying to our business, including privacy and data security regulations.

		September 30, 2019			June 30, 2019				September 30, 2020			June 30, 2020
					(AUDITED)							(AUDITED)
ASSETS	ASSETS							ASSETS

CURRENT ASSETS
Cash and cash equivalents		$	6,904,137		$	6,481,815			$	12,894,384		$	9,813,188
Accounts receivable, net			875,672			939,649				1,324,982			717,841
Accounts receivable - related parties			988,769			1,037,146				2,177,807			2,610,917
Inventories			1,049,184			1,008,662				1,849,104			1,174,603
Prepaid income tax and tax receivable			1,232,219			1,754,369				-			857,793
Investments			3,775,158			3,756,596				1,824,278			1,820,516
Other current assets			265,796			546,105				355,619			603,944
Total current assets			15,090,935			15,524,342				20,426,174			17,598,802

Restricted cash			12,543			13,436				13,201			12,854
Property and equipment, net			1,299,866			757,014				1,577,327			1,197,192
Operating lease right-of-use asset			1,005,006			-				816,328			733,917
Goodwill			915,790			915,790				1,043,473			915,790
Intangible assets, net			2,575,156			2,659,723				2,590,242			2,541,285
Deferred tax assets, net			859,696			859,696				900,877			900,878
Other assets, long - term			523,607			523,607				523,607			523,607
Total assets		$	22,282,599		$	21,253,608			$	27,891,229		$	24,424,325

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY							LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses		$	2,533,875		$	2,867,081			$	3,281,329		$	2,843,616
Expense waivers – related parties			213,095			325,821				728,545			421,892
Current portion operating lease liabilities			361,996			-				449,211			323,395
Purchase price payable										277,577			-
Notes payable - related parties			3,500			3,500				3,500			3,500
Loans - property and equipment, current portion			13,153			26,241				13,558			13,196
Total current liabilities			3,125,619			3,222,643				4,753,720			3,605,599

LONG TERM LIABILITIES
Notes payable - related parties			600,000			600,000				600,000			600,000
Loans - property and equipment, net of current portion			380,200			61,057				362,497			359,845
Long-term operating lease liabilities			680,490			-
Long-term operating lease liabilities, net of current portion										402,984			447,062
Deferred tax liabilities			176,578			176,578				329,984			261,923
Total long-term liabilities			1,837,268			837,635				1,695,465			1,668,830
Total liabilities			4,962,887			4,060,278				6,449,185			5,274,429

STOCKHOLDERS' EQUITY
Preferred stock, $0.001 par value; 50,000,000 authorized
Series B: 53,032 issued and outstanding at September 30, 2019 and at June 30, 2019			53			53
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at September 30, 2019 and 37,237,519 at June 30, 2019			37,412			37,237
Series B: 53,032 issued and outstanding at September 30, 2020 and at June 30, 2020										53			53
Common stock, $0.001 par value; 900,000,000 shares authorized; 37,412,519 shares issued and outstanding at September 30, 2020 and at June 30, 2020										37,412			37,412
Additional paid-in capital			9,216,204			9,178,838				9,330,913			9,330,913
Accumulated other comprehensive (loss)			(141,710	)		(175,659	)
Accumulated other comprehensive loss										(72,030	)		(144,744	)
Retained earnings			8,207,753			8,152,861				12,145,696			9,926,262
Total stockholders' equity			17,319,712			17,193,330				21,442,044			19,149,896
Total liabilities and stockholders' equity		$	22,282,599		$	21,253,608			$	27,891,229		$	24,424,325

	Three Months Ended			Three Months Ended
	September 30, 2019			September 30, 2018			Three Months Ended September 30, 2020			Three Months Ended September 30, 2019

Net revenue
Fund management - related party	$	3,040,569		$	4,222,984		$	7,036,301		$	3,040,569
Food products		1,250,331			1,192,996			2,057,369			1,250,331
Security systems		773,277			858,651			678,643			773,277
Beauty products and other		963,673			902,328			972,744			963,673
Net revenue		6,027,850			7,176,959			10,745,057			6,027,850

Cost of revenue		1,769,393			1,838,384			2,399,151			1,769,393

Gross profit		4,258,457			5,338,575			8,345,906			4,258,457


Operating expense
General and administrative expense		1,117,149			1,072,932			1,911,045			1,117,149
Fund operations		809,836			1,265,655			902,841			809,836
Marketing and advertising		577,876			871,781			801,092			577,876
Depreciation and amortization		149,663			174,505			166,071			149,663
Salaries and compensation		1,543,022			1,384,982			1,696,244			1,543,022
Total operating expenses		4,197,546			4,769,855			5,477,293			4,197,546

Income from operations		60,911			568,720			2,868,613			60,911


Other (expense) income:
Other (expense) income		8,436			(174,661	)
Other income (expense)
Other income, net								118,625			8,436
Interest and dividend income		25,847			3,779			8,604			25,847
Interest expense		(11,005	)		(8,136	)		(10,083	)		(11,005	)
Total other (expense) income, net		23,278			(179,018	)
Total other income, net								117,146			23,278

Income before income taxes		84,189			389,702			2,985,759			84,189

Provision of income taxes		29,297			103,748			(766,325	)		(29,297	)

Net income	$	54,892		$	285,954		$	2,219,434		$	54,892

Weighted average shares of common stock
Basic		37,325,019			29,559,139			37,412,519			37,325,019
Diluted		38,385,659			38,298,159			38,473,159			38,385,659

Net income per common share
Basic	$	0.00		$	0.01		$	0.06		$	0.00
Diluted	$	0.00		$	0.01		$	0.06		$	0.00

Period Ending September 30, 2019	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2019		53,032	$	53		37,237,519	$	37,237	$	9,178,838	$	(175,659	)	$	8,152,861	$	17,193,330
Gain on currency translation		-		-		-		-		-		33,949			-		33,949
Common stock issued for services		-		-		175,000		175		-		-			-		175
Common stock issued for services - earned⁽¹⁾		-		-		-		-		37,366		-			-		37,366
Net income		-		-		-		-		-		-			54,892		54,892
Balance at September 30, 2019		53,032	$	53		37,412,519	$	37,412	$	9,216,204	$	(141,710	)	$	8,207,753	$	17,319,712

Period Ending September 30, 2020	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2020		53,032	$	53		37,412,519	$	37,412	$	9,330,913	$	(144,744	)	$	9,926,262	$	19,149,896
Gain on currency translation		-		-		-		-		-		72,714			-		72,714
Net income		-		-		-		-		-		-			2,219,434		2,219,434
Balance at September 30, 2020	$	53,032	$	53	$	37,412,519	$	37,412	$	9,330,913	$	(72,030	)	$	12,145,696	$	21,442,044

Period Ending September 30, 2018	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2018		436,951	$	437		29,559,139	$	29,559	$	9,186,132	$	148,808		$	7,611,061	$	16,975,997
(Loss) on currency translation		-		-		-		-		-		(11,583	)		-		(11,583	)
Reclass of investment gains		-		-		-		-		-		(279,951	)		279,951		-
Net income		-		-		-		-		-		-			285,954		285,954
Balance at September 30, 2018		436,951	$	437		29,559,139	$	29,559	$	9,186,132	$	(142,726	)	$	8,176,966	$	17,250,368

Period Ending September 30, 2019	Preferred Stock (Series B)				Common Stock
	Number of Shares		Amount		Number of Shares		Par Value		Additional Paid - in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders' Equity
Balance at July 1, 2019		53,032	$	53		37,237,519	$	37,237	$	9,178,838	$	(175,659	)	$	8,152,861		17,193,330
Gain on currency translation		-		-		-		-		-		33,949			-		33,949
Common stock issued for services		-		-		175,000		175		-							175
Common stock issued for services - earned (1)										37,366							37,366
Net income		-		-		-		-		-		-			54,892		54,892
Balance at September 30, 2019		53,032	$	53		37,412,519	$	37,412	$	9,216,204	$	(141,710	)	$	8,207,753		17,319,712

							For the Three Month Period Ended
	For the Three Month Period Ended September 30,						September 30,
	2019			2018			2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	54,892		$	285,954		$	2,219,434		$	54,892
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		149,663			174,505			166,071			149,663
Stock based vendor compensation		37,541			-			-			37,541
Unrealized (gain) loss on investments		(94	)		78,018
Realized (gain) on sale of investments		-			(84,901	)
(Gain) on disposal of equipment		-			(1,979	)
Bad debt expense								13,749			-
Unrealized gain on investments								(1,067	)		(94	)
Gain on disposal of equipment								(2,100	)		-
Operating lease right-of-use asset - non-cash lease cost								128,320			108,835

Decrease (increase) in current assets:
Accounts receivable, net		39,506			12,770
Accounts receivable								(205,324	)		39,506
Accounts receivable - related party		48,377			136,349			433,110			48,377
Prepaid income taxes and tax receivable		540,808			(57,776	)		859,118			540,808
Inventories		(67,549	)		(154,928	)		(137,859	)		(67,549	)
Other current assets		280,145			67,197			134,208			280,145
Increase (decrease) in current liabilities:
Decrease (increase) in current liabilities:
Accounts payable and accrued expenses		(302,275	)		(65,722	)		(179,660	)		(302,275	)
Operating lease liabilities								(129,324	)		(108,431	)
Deferred taxes								-			-
Expense waivers - related party		(112,726	)		(250,911	)		306,653			(112,726	)
Net cash provided by operating activities		668,288			138,576			3,605,329			668,692

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of business assets		-			(22,500	)
Cash paid for acquisition of business								(723,150	)		-
Purchase of real estate and equipment – net of disposal		(645,817	)		(4,531	)		(5,657	)		(645,817	)
Sale of investments		-			100,000
Purchase of investments		(18,245	)		-			(2,694	)		(18,245	)
Net cash provided by (used in) investing activities		(664,062	)		72,969
Net cash (used in) provided by investing activities								(731,501	)		(664,062	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Loans - real estate, property and equipment		393,353			-			-			393,353
Repayment of equipment loan		(87,298	)		(88,401	)
Repayment of property and equipment loans								(3,282	)		(87,298	)
Net cash provided by (used in) financing activities		306,055			(88,401	)		(3,282	)		306,055

Effect of exchange rate change on cash and cash equivalents		111,148			(11,359	)		210,997			110,744

NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		421,429			111,785			3,081,543			421,429

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING BALANCE		6,495,251			7,524,114			9,826,042			6,495,251

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$	6,916,680		$	7,635,899		$	12,907,585		$	6,916,680

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid	$	4,885		$	-		$	3,963			4,885
Income taxes	$	159,363		$	6,000
Noncash financing and investing activities:
Income taxes (refunded) paid							$	(238,458	)	$	159,363
Non-cash financing and investing activities:
Reclassification of acquisition deposit							$	122,111			-
Purchase price payable							$	277,577			-
Acquisition of operating right-of-use assets through operating lease obligations	$	1,150,916		$	-		$	-			1,150,916

									For the Three Months Ended				For the Three Months Ended
	For the Three Months Ended September 30, 2019				For the Three Months Ended September 30, 2018				September 30, 2020				September 30, 2019
	Revenue				Revenue				Revenue				Revenue
Fund
USO	$	1,550,198	51	%	$	1,984,921	47	%	$	4,893,532	69	%	$	1,550,198	51	%
BNO										758,726	11	%	$	163,831	5	%
UNG										551,554	8	%		459,462	15	%
USCI		621,049	20	%		1,253,859	30	%		250,264	4	%		621,049	20	%
UNG		459,462	15	%		504,862	12	%
All Others		409,860	14	%		479,342	11	%		582,225	8	%		246,029	9	%
Total	$	3,040,569	100	%	$	4,222,984	100	%	$	7,036,301	100	%	$	3,040,569	100	%

	As of September 30, 2019				As of June 30, 2019				As of September 30, 2020				As of June 30, 2020
	Accounts Receivable				Accounts Receivable				Accounts Receivable				Accounts Receivable
Fund
USO	$	510,712	52	%	$	526,981	51	%	$	1,535,482	70	%	$	1,818,719	70	%
BNO									$	231,291	11	%	$	265,143	10	%
UNG										165,014	8	%		193,218	7	%
USCI		177,913	18	%		236,251	23	%		72,334	3	%		82,790	3	%
UNG		151,012	15	%		141,413	13	%
All Others		149,132	15	%		132,501	13	%		173,686	8	%		251,047	10	%
Total	$	988,769	100	%	$	1,037,146	100	%	$	2,177,807	100	%	$	2,610,917	100	%

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

							September 30,			June 30,
	September 30, 2019			June 30, 2019			2020			2020
Customer relationships	$	700,252		$	700,252		$	777,375		$	700,252
Brand name		1,142,122			1,142,122			1,199,964			1,142,122
Domain name		36,913			36,913			36,913			36,913
Recipes		1,221,601			1,221,601			1,221,601			1,221,601
Non-compete agreement		274,982			274,982			274,982			274,982
Internally developed software								217,990			217,990
Total		3,375,870			3,375,870			3,728,825			3,593,860
Less : accumulated amortization		(800,714	)		(716,147	)		(1,138,583	)		(1,052,575	)
Net intangibles	$	2,575,156		$	2,659,723		$	2,590,242		$	2,541,285

	ASU 2016-02		ASC 842
Increase (decrease):
Assets	$	1,113,840	$	1,113,840
Current portion operating lease liabilities	$	370,697	$	370,697
Long-term operating lease liabilities	$	780,219	$	780,219
Accumulated other comprehensive income	$	-	$	-
Retained earnings	$	-	$	-

	For the Three Months Ended September 30, 2019						For the Three Months Ended September 30, 2020
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
Basic income per share:
Net income available to common shareholders	$	54,892		37,325,019	$	0.00	$	2,219,434		37,412,519	$	0.06
Effect of dilutive securities
Preferred stock Series B		-		1,060,640		-		-		1,060,640		-
Diluted income per share	$	54,892		38,385,659	$	0.00	$	2,219,434		38,473,159	$	0.06

	September 30,		June 30,		September 30,		June 30,
	2019		2019		2020		2020
Raw materials	$	266,091	$	208,284	$	849,466	$	288,422
Supplies and packing materials		165,448		188,035		157,203		174,636
Finished goods		617,645		612,343		842,435		711,545
Total inventories	$	1,049,184	$	1,008,662	$	1,849,104	$	1,174,603

							September 30,			June 30,
	September 30 , 2019			June 30, 2019			2020			2020
Plant and equipment	$	1,422,669		$	1,511,629		$	2,011,964		$	1,553,939
Furniture and office equipment		190,386			188,370			198,237			201,287
Vehicles		376,108			332,672			568,802			370,397
Land and building		575,082			-			384,186			559,362
Total property, plant and equipment, gross		2,564,245			2,032,671			3,163,189			2,684,985
Accumulated depreciation		(1,264,379	)		(1,275,657	)		(1,585,862	)		(1,487,793	)
Total property, plant and equipment, net	$	1,299,866		$	757,014		$	1,577,327		$	1,197,192

Year Ended June 30,	Lease Amount
2020	$	281,660
2021		349,023
2022		229,820
2023		202,079
2024		108,700
Total minimum lease payments		1,171,282
Less: present value discount		(128,796	)
Total operating lease liabilities	$	1,042,486

	September 30,			June 30,			September 30,			June 30,
	2019			2019			2020			2020
Customer relationships	$	700,252			700,252		$	777,375			700,252
Less: accumulated amortization		(223,302	)		(203,492	)		(304,275	)		(282,304	)
Total customer relationships, net	$	476,950			496,760		$	473,100			417,948

Years Ending June 30,	Expense		Expense
2020	$	250,942
2021		326,033	$	248,510
2022		306,809		315,378
2023		286,507		295,077
2024		268,809		277,378
2025				262,114
Thereafter		1,136,056		1,191,785
Total	$	2,575,156	$	2,590,242

	As of September 30, 2019		As of June 30, 2019		As of September 30, 2020		As of June 30, 2020
Deposits and prepaid expenses	$	229,371	$	462,215	$	258,887	$	394,473
Other current assets		36,425		83,890		96,732		209,471
Total	$	265,796	$	546,105	$	355,619	$	603,944

	September 30, 2019									September 30, 2020
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Money market funds	$	3,020,323	$	-	$	-		$	3,020,323	$	1,044,709	$	5,161	$	-		$	1,049,870
Other short term investments		753,315		-		(221	)		753,094		772,525		987		-			773,512
Other equities		3,421		-		(1,680	)		1,741		1,421				(525	)		896
Total short-term investments	$	3,777,059	$	-	$	(1,901	)		3,775,158	$	1,818,655	$	6,148	$	(525	)	$	1,824,278

	September 30, 2019
	Total		Level 1		Level 2		Level 3
Money market funds	$	3,020,323	$	3,020,323	$	-	$	-
Other short term investments		753,094		753,094		-		-
Other equities		1,741		1,741		-		-
Total	$	3,775,158	$	3,775,158	$	-	$	-

	(i)	$~~514,435~~500,000 as of September 30, ~~2019~~2020 and June 30, ~~2019~~2020 representing 10% equity investment in a registered investment adviser accounted for on a cost basis, ~~as $500,980, and $13,455 representing deposits and prepayments.~~minus impairment, which we believe approximates fair value, given the lack of observable price changes in orderly transactions. There was no impairment recorded for the three months ended September 30, 2020 or year ended June 30, 2020;
	(ii)	and ~~$9,172~~$23,607 as of September 30, ~~2019~~2020 and at June 30, ~~2019~~2020 representing deposits and prepayments of rent.

					September 30,		June 30,
	September 30, 2019		June 30, 2019		2020		2020
Accounts payable	$	1,769,913	$	1,720,902	$	2,094,485	$	1,363,672
Accrued interest		123,675		117,555		111,436		105,315
Taxes payable		37,175		181,563		200,984		60,539
Deferred rent		-		37,076
Accrued payroll, vacation and bonus payable		330,920		345,520		440,410		895,803
Accrued expenses		272,192		464,465		434,014		418,287
Total	$	2,533,875	$	2,867,081	$	3,281,329	$	2,843,616

Balance as of June 30, 2019	$	(175,659	)
Foreign currency translation (loss)		30,915
Balance as of June 30, 2020		(144,744	)
Foreign currency translation gain		72,714
Balance as of September 30, 2020	$	(72,030	)

Item	Amount
Inventory	$	371,866
Accounts receivable		288,804
Furniture, fixtures and equipment		1,734
Pre-payments of inventory		8,775
Discount on installment payments**		64,176
Intangible assets*		2,330,000
Goodwill		416,817
Total Purchase Price	$	3,482,172

Balance as of July 1, 2018	$	148,808
Foreign currency translation (loss)		(44,516	)
Change in short-term investment valuation due to reclassification to earnings		(279,951	)
Balance as of June 30, 2019		(175,659	)
Foreign currency translation		33,949
Balance as of September 30, 2019	$	(141,710	)

	2019			2018
Revenues from unaffiliated customers:
U.S.A. : beauty products	$	963,673		$	902,328
U.S.A. : investment fund management		3,040,569			4,222,984
New Zealand : food industry		1,250,331			1,192,996
Canada : security systems		773,277			858,651
Consolidated total	$	6,027,850		$	7,176,959

Net (loss) income:
Corporate headquarters	$	(438,258	)	$	(392,912	)
U.S.A. : beauty products		80,914			108,391
U.S.A. : investment fund management		208,538			414,266
New Zealand : food industry		101,253			13,664
Canada : security systems		102,445			142,545
Consolidated total	$	54,892		$	285,954

	2019		2018
Capital Expenditures
U.S.A.: corporate headquarters	$	-	$	-
U.S.A.: beauty products		2,995		1,386
U.S.A.: fund management		-		-
New Zealand: food industry		33,376		13,030
Canada: security systems		609,446		(12,836	)
Consolidated	$	645,817	$	1,580

	As of September 30, 2019			As of June 30, 2019

Asset Location
Corporate headquarters	$	14,305		$	14,305
U.S.A. : beauty products		13,739			10,745
U.S.A. : investment fund management		-			-
New Zealand : food industry		1,582,168			1,659,186
Canada : security systems		954,033			348,435
Total All Locations		2,564,245			2,032,671
Less accumulated depreciation		(1,264,379	)		(1,275,657	)
Net property, plant and equipment	$	1,299,866		$	757,014

($’s in thousands)	Financial Services For the Three Months Ended September 30,												Other Operating Units For the Three Months Ended September 30,												Concierge Corporate For the Three Months Ended September 30,												Consolidated For the Three Months Ended September 30,
	2019			2018			Change						2019			2018			Change						2019			2018			Change						2019		2018			Change
								$		%										$		%										$		%									$		%
Revenue	$	3,041		$	4,223		$	(1,182	)		(28	%)	$	2,987		$	2,954		$	33			1	%													$	6,028	$	7,177		$	(1,149	)		(16	%)
% of total revenue		50	%		59	%					(9	%)		50	%		41	%					9	%
Cost of revenue													$	1,769		$	1,838		$	(69	)		(4	%)													$	1,769	$	1,838		$	(69	)		(4	%)
Gross profit	$	3,041		$	4,223		$	(1,182	)		(28	%)	$	1,218		$	1,116		$	102			9	%													$	4,259	$	5,339		$	(1,080	)		(20	%)
Operating expenses		2,843			3,633		$	(790	)		(22	%)		866			802			64			8	%	$	489		$	335		$	154			46	%		4,198		4,770			(572	)		(12	%)
% of total operating expenses		68	%		76	%					(8	%)		20	%		17	%					3	%		12	%		7	%					5	%
Income (loss) from operations	$	198		$	590		$	(392	)		(66	%)	$	352		$	314		$38			12		%	$	(489	)	$	(335	)	$	(154	)		(46	%)	$	61	$	569		$	(508	)		(89	%)
Other (expense) / income		15			(175	)		190			109	%		6		$	2		$	4		238		%		2			(6	)	$	8			133	%		23		(179	)		202			113	%
Income (loss) before income taxes	$	213		$	415		$	(202	)		(49	%)	$	358		$	316		$	42			13	%	$	(487	)	$	(341	)	$	(146	)		(43	%)	$	84	$	390		$	(306	)		(78	%)

	Financial Services				Other Operating Units				Concierge Corporate				Consolidated
($'s in thousands)	For the Three Months Ended September 30,				For the Three Months Ended September 30,				For the Three Months Ended September 30,				For the Three Months Ended September 30,
	*2020*	*2019*	*Change*		*2020*	*2019*	*Change*		*2020*	*2019*	Change		*2020*	*2019*	*Change*
			$	%			$	%			$	%			$	%
Revenue	$ 7,036	$ 3,041	$ 3,996	131%	$ 3,709	$ 2,987	$ 721	24%	-	-	-	-	$ 10,745	$ 6,028	$ 4,717	78%
% of total revenue	65%	50%	-	15%	35%	50%	-	-15%	-	-	-	-	-	-	-	-
Cost of revenue	-	-	-	-	2,399	1,769	630	36%	-	-	-	-	2,399	1,769	$ 630	36%
Gross profit	$ 7,036	$ 3,041	$ 3,995	131%	$ 1,310	$ 1,218	$ 91	7%	-	-	-	-	$ 8,346	$ 4,259	$ 4,086	96%
Operating expenses	3,805	2,843	962	34%	1,050	866	184	21%	622	489	133	27%	5,477	4,198	1,279	30%
% of total operating expenses	69%	68%	-	2%	19%	21%	-	5%	11%	12%	-	0%	-	-	-	-
Income (loss) from operations	$ 3,231	$ 198	$ 3,033	1532%	$ 259	$ 352	$ (93)	(26)%	$ (622)	$ (489)	$ (133)	27%	$ 2,869	$ 61	$ 2,807	4613%
Other (expense) / income	4	15	(11)	73%	110	6	104	1736%	3	2	1	-50%	117	23	94	(409)%
Income (loss) before income taxes	$ 3,235	$ 213	$ 3,022	1419%	$ 369	$ 358	$ 11	3%	$ (619)	$ (487)	$ (132)	27%	$ 2,986	$ 84	$ 2,901	3460%