U

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q

———————


ü

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the quarterly period ended: September 30, 2008

or

 

 

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the transition period from: _____________ to _____________


Commission File Number: 000-29913


———————

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

———————


Nevada

95-4442384

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

3615 Superior Avenue, Suite 3100A, Cleveland, OH 44144

(Address of Principal Executive Office) (Zip Code)

818-610-0310

(Registrant’s telephone number, including area code)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

ü

 Yes

 

 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

Large accelerated filer

 

 

 

Accelerated filer

 

 

Non-accelerated filer

 

 (Do not check if a smaller

 

Smaller reporting company

ü

 

 

 

 reporting company)

 

 

 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 

 Yes

ü

 No

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  

As of November 10, 2008, there were 178,231,867 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 5 million shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding.

 

 





TABLE OF CONTENTS


Page

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements

1

Item 2.     Plan of Operation

17

Item 4.     Controls and Procedures

18

PART II - OTHER INFORMATION

Item 2.     Unregistered Sales of Equity Securities

19

Item 5.     Other Information

19

Item 6.     Exhibits

20

SIGNATURES

21






PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements


Page

Balance Sheet September 30, 2008 (Unaudited)

2

Consolidated Statements Of Operations For The Three Month Periods Ended September 30, 2008
And 2007 And For The Period From September 20, 1996 (Inception) To
September 30, 2008 (Unaudited)

3

Consolidated Statements Of Changes In Stockholders' Deficit For The Three Month Periods Ended
September 30, 2008 And For The Period From September 20, 1996 (Inception)
To September 30, 2008

4

Consolidated Statements Of Cash Flows For The Three Month Periods Ended September 30, 2008
And 2007 And For The Period From September 20, 1996 (Inception) To September 30, 2008
(Unaudited)

7

Notes To Unaudited Consolidated Financial Statements

8




1



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED BALANCE SHEET
September 30, 2008
(UNAUDITED)


ASSETS

 

 

 

CURRENT ASSETS:

 

 

 

Cash & cash equivalents

 

$

11,402

 

Account Receivable, net

 

 

2,342

 

Due from Related Party

 

 

21,687

 

Inventory

 

 

196

 

Total current assets

 

 

35,627

 

  

 

 

 

 

Property and Equipment, net

 

 

29,766

 

  

 

 

 

 

Total Assets

 

$

65,393

 

  

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

  

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable and accrued expenses

 

$

291,614

 

Sales paid in advance

 

 

597

 

Notes payable - related parties

 

 

160,692

 

Shares to be issued

 

 

50,000

 

Total current liabilities

 

 

502,904

 

  

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

Preferred Stock, 10,000,000 authorized par $0.001

 

 

 

 

Series A: 5,000,000 shares issued

 

 

5,000

 

Series B: 1,000,000 shares authorized, none issued

 

 

 

 

Common stock, $0.001 par value; 190,000,000 shares

 

 

––

 

authorized; issued and outstanding 178,231,867

 

 

178,232

 

Additional paid-in capital

 

 

3,615,448

 

Deficit accumulated during the development stage

 

 

(4,236,191

)

Total stockholders' deficit

 

 

(437,511

)

Total Liabilities and Stockholders' Deficit

 

$

65,393

 


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



2



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)


 

 

For the Three Month Periods Ended

 

 

For The Period From September 20, 1996 (Inception) to September 30, 2008

 

 

 

September 30,

 

 

 

 

 

2008

 

 

2007

 

 

 

NET REVENUE

 

$

6,556

 

 

$

875

 

 

$

20,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

8,464

 

 

 

7,831

 

 

 

46,910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

(1,908

)

 

 

(6,956

)

 

 

(26,156

)

 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Product Launch Expenses

 

 

––

 

 

 

––

 

 

 

1,077,785

 

Impairment of Assets

 

 

––

 

 

 

––

 

 

 

1,196,383

 

General & Administrative Expenses

 

 

8,652

 

 

 

27,410

 

 

 

1,663,891

 

TOTAL COSTS AND EXPENSES

 

 

8,652

 

 

 

27,410

 

 

 

3,938,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

––

 

 

 

––

 

 

 

241

 

Interest Expense

 

 

(2,869

)

 

 

––

 

 

 

(25,581

)

Unallocated accrued expenses reversed

 

 

––

 

 

 

––

 

 

 

150,123

 

Settlement Income/(Loss)

 

 

––

 

 

 

––

 

 

 

52,600

 

Loss on debt settlement

 

 

––

 

 

 

––

 

 

 

(23,033

)

Litigation Settlement

 

 

––

 

 

 

––

 

 

 

(135,000

)

TOTAL OTHER INCOME (EXPENSES)

 

 

(2,869

)

 

 

––

 

 

 

19,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

(13,430

)

 

 

(34,366

)

 

 

(3,944,865

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision of Income Taxes

 

 

800

 

 

 

800

 

 

 

12,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(14,230

)

 

$

(35,166

)

 

$

(3,957,665

)

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED

 

 

203,231,867

 

 

 

177,322,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*BASIC AND DILUTED NET LOSS PER SHARE

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

———————

* Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive.


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



3



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)


  

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

  

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

  

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency

 

Common Stock issued for cash through June 30, 1997

 

 

-

 

 

-

 

 

176,306

 

$

1,763

 

 

$

106,162

 

 

$

-

 

 

$

-

 

 

$

107,925

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services through June 30, 1997

 

 

-

 

 

-

 

 

621,545

 

 

6,215

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,215

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss through June 30, 1997

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(96,933

)

 

 

(96,933

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1997

 

 

-

 

 

-

 

 

797,851

 

 

7,978

 

 

 

106,162

 

 

 

-

 

 

 

(96,933

)

 

 

17,207

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 1998

 

 

-

 

 

-

 

 

137,475

 

 

1,375

 

 

 

194,650

 

 

 

-

 

 

 

-

 

 

 

196,025

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 1998

 

 

-

 

 

-

 

 

22,550

 

 

226

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

226

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 1998

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(283,891

)

 

 

(283,891

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1998

 

 

-

 

 

-

 

 

957,876

 

 

9,579

 

 

 

300,812

 

 

 

-

 

 

 

(380,824

)

 

 

(70,433

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 1999

 

 

-

 

 

-

 

 

208,000

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 1999

 

 

-

 

 

-

 

 

450

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 1999

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(89,919

)

 

 

(89,919

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1999

 

 

-

 

 

-

 

 

1,166,326

 

 

9,579

 

 

 

300,812

 

 

 

-

 

 

 

(470,743

)

 

 

(160,352

)

 

 

-

 

 

 

61,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and retirement of Common shares

 

 

-

 

 

-

 

 

(262,000

 

 

(2,620

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,620

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 2000

 

 

-

 

 

-

 

 

117,184

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

202,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 2000

 

 

-

 

 

-

 

 

354,870

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post acquisition stock subscription funds received net of costs & expenses of $79,710

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,175,790

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2000

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(986,986

)

 

 

(986,986

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2000

 

 

-

 

 

-

 

 

1,376,380

 

 

6,959

 

 

 

300,812

 

 

 

-

 

 

 

(1,457,729

)

 

 

(1,149,958

)

 

 

1,175,790

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post acquisition stock subscription funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

received

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

487,500

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2001

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(544,080

)

 

 

(544,080

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2001

 

 

-

 

 

-

 

 

1,376,380

 

 

6,959

 

 

 

300,812

 

 

 

-

 

 

 

(2,001,809

)

 

 

(1,694,038

)

 

 

1,663,290

 

 

 

266,610

 



4








CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)

  

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

  

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recapitalization upon merger

 

 

-

 

 

-

 

 

118,681,333

 

 

113,099

 

 

 

(300,812

)

 

 

-

 

 

 

(278,527

)

 

 

(466,240

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock subscription received for 500,000 shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

29,983

 

 

 

 

 

 

 

29,983

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

-

 

 

-

 

 

2,532,581

 

 

119,031

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

119,031

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock to be issued for services-3,275,472 shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

153,947

 

 

 

-

 

 

 

153,947

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment to paid in capital on merger

 

 

-

 

 

-

 

 

-

 

 

(116,499

)

 

 

116,499

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2002

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(478,229

)

 

 

(478,229

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2002

 

 

-

 

 

-

 

 

122,590,294

 

 

122,590

 

 

 

116,499

 

 

 

183,930

 

 

 

(2,758,565

)

 

 

(2,335,546

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for subscription received in the prior year

 

 

-

 

 

-

 

 

500,000

 

 

500

 

 

 

29,483

 

 

 

(29,983

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services included in the prior period

 

 

-

 

 

-

 

 

3,275,472

 

 

3,275

 

 

 

150,672

 

 

 

(153,947

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of stock subscription

 

 

 

 

 

 

 

 

-

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of over issued shares on recapitalization

 

 

-

 

 

-

 

 

(73,017

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2003

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(47,272

)

 

 

(47,272

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2003

 

 

-

 

 

-

 

 

126,292,749

 

 

126,365

 

 

 

306,654

 

 

 

-

 

 

 

(2,805,837

)

 

 

(2,372,818

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment to par value

 

 

-

 

 

-

 

 

-

 

 

(72

)

 

 

72

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for cash

 

 

-

 

 

-

 

 

2,000,000

 

 

2,000

 

 

 

18,000

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for services

 

 

-

 

 

-

 

 

4,000,000

 

 

4,000

 

 

 

212,000

 

 

 

-

 

 

 

-

 

 

 

216,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for acquisition of Planet Halo

 

 

-

 

 

-

 

 

9,999,998

 

 

10,000

 

 

 

490,000

 

 

 

-

 

 

 

-

 

 

 

500,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2004

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(514,639

)

 

 

(514,639

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2004

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

1,026,726

 

 

 

-

 

 

 

(3,320,476

)

 

 

(2,151,457

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassify contingent liabilities to Additional Paid In Capital

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

1,929,900

 

 

 

-

 

 

 

-

 

 

 

1,929,900

 

 

 

(1,663,290

)

 

 

(266,610

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2005

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(544,284

)

 

 

(544,284

)

 

 

-

 

 

 

-

 



5



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)

 

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2005

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

2,956,626

 

 

 

-

 

 

 

(3,864,761

)

 

 

(765,841

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans converted to Paid in Capital

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

281,708

 

 

 

-

 

 

 

-

 

 

 

281,708

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2006

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(44,552

)

 

 

(44,552

)

 

 

-

 

 

 

-

 

Balance at June 30, 2006

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

3,238,334

 

 

 

-

 

 

 

(3,909,313

)

 

 

(528,686

)

 

 

-

 

 

 

-

 

Issuance of shares for services

 

 

-

 

 

-

 

 

5,000,000

 

 

5,000

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

35,000

 

 

 

-

 

 

 

-

 

Issuance of shares for cash

 

 

-

 

 

-

 

 

27,027,027

 

 

27,027

 

 

 

62,973

 

 

 

-

 

 

 

-

 

 

 

90,000

 

 

 

-

 

 

 

-

 

Issuance of shares for debt settlement

 

 

-

 

 

-

 

 

3,003,003

 

 

3,003

 

 

 

30,030

 

 

 

-

 

 

 

-

 

 

 

33,033

 

 

 

-

 

 

 

-

 

Net income for the year ended June 30, 2007

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

38,214

 

 

 

38,214

 

 

 

-

 

 

 

-

 

Balance at June 30, 2007

 

 

-

 

 

-

 

 

177,322,777

 

 

177,323

 

 

 

3,361,337

 

 

 

-

 

 

 

(3,871,095

)

 

 

(332,434

)

 

 

-

 

 

 

-

 

Net loss for the periods ended June 30, 2008

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(350,866

)

 

 

(350,866

)

 

 

 

 

 

 

 

 

Shares issued for cash

 

 

-

 

 

-

 

 

909,090

 

 

909

 

 

 

9,091

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

 

 

 

 

 

 

Issuance of Shares for Purchase of Wireless Village

 

 

5,000,000

 

 

5,000

 

 

-

 

 

-

 

 

 

245,000

 

 

 

-

 

 

 

-

 

 

 

250,000

 

 

 

 

 

 

 

 

 

Balance at June 30, 2008

 

 

5,000,000

 

 

5,000

 

 

178,231,867

 

 

178,232

 

 

 

3,615,428

 

 

 

-

 

 

 

(4,221,961

)

 

 

(423,301

)

 

 

-

 

 

 

-

 

Shares issued for cash

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Additional cash acquired with Wireless Village

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

20

 

 

 

-

 

 

 

-

 

 

 

20

 

 

 

 

 

 

 

 

 

Net loss for the periods ended September 30, 2008

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,230

)

 

 

(14,230

)

 

 

 

 

 

 

 

 

Balance at September 30, 2008

 

 

5,000,000

 

$

5,000

 

 

178,231,867

 

$

178,232

 

 

$

3,615,448

 

 

 

-

 

 

$

(4,236,191

)

 

$

(437,511

)

 

 

-

 

 

 

-

 


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



6



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)


  

 

For the Three Month Periods Ended

 

 

September 20, 1996

 

  

 

September 30,

 

 

(inception) to

 

  

 

2008

 

 

2007

 

 

September 30, 2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(14,230

)

 

 

(35,166

)

 

$

(3,957,665

)

Adjustments to reconcile net loss to net cash used in

 

 

 

 

 

 

 

 

 

 

––

 

operating activities:

 

 

 

 

 

 

 

 

 

 

––

 

Impairment of Goodwill/Asset

 

 

––

 

 

 

––

 

 

 

950,583

 

Depreciation and amortization

 

 

3,007

 

 

 

981

 

 

 

25,610

 

Stock issued for services

 

 

––

 

 

 

––

 

 

 

531,352

 

Loss on settlement of debts

 

 

––

 

 

 

––

 

 

 

23,033

 

Unallocated accrued expense reversed

 

 

––

 

 

 

––

 

 

 

(150,123

)

Decrease in current assets:

 

 

 

 

 

 

 

 

 

 

––

 

Accounts Receivable

 

 

(1,003

)

 

 

(76

)

 

 

(2,342

)

Inventory

 

 

––

 

 

 

––

 

 

 

(245,996

)

Increase (decrease) in current liabilities:

 

 

 

 

 

 

 

 

 

 

––

 

Advance subscription

 

 

(783

)

 

 

410

 

 

 

597

 

Accounts payable & Accrued expense

 

 

(6,181

)

 

 

10,834

 

 

 

362,280

 

Net cash used in operating activities

 

 

(19,991

)

 

 

(23,017

)

 

 

(2,462,671

)

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Cash received on acquisition of subsidiary

 

 

––

 

 

 

––

 

 

 

34,421

 

Note receivable - related party

 

 

––

 

 

 

––

 

 

 

(81,808

)

Purchase of equipment

 

 

––

 

 

 

(2,990

)

 

 

(55,111

)

Net cash used in investing activities

 

 

––

 

 

 

(2,990

)

 

 

(102,498

)

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Due from related party

 

 

(24,428

)

 

 

16,652

 

 

 

(16,210

)

Proceeds from Issuance of Shares

 

 

––

 

 

 

––

 

 

 

687,007

 

Proceeds from stock subscription forfeited

 

 

––

 

 

 

––

 

 

 

10,000

 

Proceeds for shares to be issued

 

 

50,000

 

 

 

––

 

 

 

1,822,983

 

Costs and expenses of advance subscriptions

 

 

––

 

 

 

––

 

 

 

(79,710

)

Proceeds from (payments to) related party loans

 

 

––

 

 

 

––

 

 

 

152,500

 

Net cash provided by financing activities

 

 

25,572

 

 

 

16,652

 

 

 

2,576,571

 

  

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS

 

 

5,582

 

 

 

(9,355

)

 

 

11,402

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, BEGINNING BALANCE

 

 

5,820

 

 

 

15,060

 

 

 

––

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, ENDING BALANCE

 

$

11,402

 

 

 

5,705

 

 

$

11,402

 


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



7



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Concierge Technologies, Inc., (the “Company”), a California corporation, was incorporated on August 18, 1993 as Fanfest, Inc.  In August 1995 the Company changed its name to Starfest, Inc.  During 1998, the Company was inactive, just having minimal administrative expenses.  During 1999 the Company attempted to pursue operations in the online adult entertainment field.  There were no revenues from this endeavor.  On March 20, 2002, the Company changed its name to Concierge Technologies, Inc.

In March 2000, the Company acquired approximately 96.83 percent (8,250,000 shares) of the common stock of MAS Acquisition XX Corp. (MAS XX) for $314,688.  This amount was expensed in March 2000 as at the time of the acquisition, MAS XX had no assets or liabilities and was inactive. On March 21, 2002, the Company consummated a merger with Concierge, Inc.

Concierge, Inc. (“CI”) was a development stage enterprise incorporated in the state of Nevada on September 20, 1996.  The CI had undertaken the development and marketing of a new technology, a unified messaging product “The Personal Communications Attendant” (“PCA™”). “PCA™” will provide a means by which the user of Internet e-mail can have e-mail messages spoken to him/her over any touch-tone telephone or wireless phone in the world.  To-date, the Company has not earned any revenue from this venture.

On April 6, 2004 the Company entered into a Stock Purchase Agreement with Planet Halo, Inc. (PHI) whereby, the Company purchased all of the outstanding and issued shares of PHI in exchange for 10 million shares of the Company’s common stock valued at $500,000.  On May 5, 2004 the Company issued the shares on a ratio of 8.232 shares of its common stock to each share of PHI stock to the former shareholders of PHI. The existing PHI shares were then retired and cancelled.  The Company is now the sole shareholder of PHI, a Nevada corporation.  On May 5, 2004 the President of PHI was officially appointed to the Board of Directors of the Company along with one other PHI named appointee.

PHI is a development stage company in the wireless telecommunications industry and plans to design, construct, and operate wireless networks providing subscribers with access to the Internet and related services. Planet Halo also retains an exclusive North America license to a proprietary integrated wireless gateway interface to the Internet named "Halomail”, which the company plans to implement across its developing wireless networks.

On October 30, 2007 the Company entered into a definitive Stock Purchase Agreement to acquire all of the issued and outstanding shares of privately held Wireless Village, a Nevada corporation based in Cleveland, Ohio. The transaction closed and the purchase price was paid with 5,000,000 shares of a new class of stock, Series A Convertible, Voting Preferred Stock, $0.001 par value, issued pro-rata to the shareholders of Wireless Village on January 23, 2008.

Wireless Village is a privately held Nevada corporation based in Cleveland, Ohio and has been providing technical services to Planet Halo on an ongoing basis since May 2007. Wireless Village designs, installs, maintains and operates wireless network providing high speed Internet access to consumers and businesses. Wireless Village also hosts web sites, provides customer service and billing platforms for Planet Halo and other clientele.

The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations have not yet commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.



8



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PREPARATION

The accompanying Interim Condensed Financial Statements are prepared in accordance with rules set forth in Regulation SB of the Securities and Exchange Commission.  Accordingly, these statements do not include all disclosures required under generally accepted principles and should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended June 30, 2008.  In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements.  The results of operation for the three month period ended September 30, 2008 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2009.

PRINCIPLES OF CONSOLIDATION

The accompanying condensed consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent) and its wholly owned subsidiaries, Planet Halo, Inc. and Wireless Village from the date of acquisition. All significant inter-company transactions and accounts have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements is in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARES

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15).  Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding.  Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method.  Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of September 30, 2008 the Company does not have any options or warrants, but has issued 5,000,000 shares of Series A preferred stock that can be converted to common stock at a ratio of 1:5.

REVENUE RECOGNITION

For sales of the PCA product and software, revenue is recognized when earned. The Company's revenue recognition policies are in compliance with all applicable accounting regulations, including American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition, SOP 98-9, Modification of SOP 97-2 and Staff accounting bulletin (SAB) 104. Revenue from license programs is recorded when the software has been delivered and the customer is invoiced. Revenue from packaged product sales to and through distributors and resellers is recorded when related products are shipped. When the revenue recognition criteria required for distributor and reseller arrangements are not met, revenue is recognized as payments are received. Costs related to insignificant obligations, which include telephone support for certain products, are accrued. Provisions are recorded for returns, concessions and bad debts. Cost of revenue includes direct costs to produce and distribute product and direct costs to provide online services, consulting, product support, and training and certification of system integrators. Research and development costs are expensed as incurred.

The company did not earn any revenue related to the PCA product or software during the three-month period ended September 30, 2008 and does not intend to offer the product for sale in the future.



9



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company, through Planet Halo, sells subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly. Transactions are completed online through credit card entries by the customer. Sales are recorded at the time the transaction is approved by the financial institution and revenues are earned over the life of the service term. Unearned or deferred revenues received or accounts receivable accrued, are recorded as advance subscriptions.

The company occasionally purchases consumer hardware for configuration prior to release to subscribers. These items are listed in inventory and, when sold, recorded as hardware sales. These amounts are expected to remain insignificant.

INCOME TAXES

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

3.

RECENT PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition –date fair value will limited exceptions. Statement 141 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141R to have a material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51". The objective of this statement is to establish new accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 to have a material impact on the consolidated financial statements.

In March 19, 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Currently the Company does not carry any derivative instruments and the adoption of this statement may not have any effect on the financial statements.

In May 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.

In May 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements.



10



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

4.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company did not earn significant revenue during the three-month period ended September 30, 2008. The Company has accumulated deficit of $4,236,191 and a net loss of $14,230 during the three-month period ended September 30, 2008. The continuing losses have adversely affected the liquidity of the Company. Losses are expected to continue for the immediate future. The Company faces continuing significant business risks, which includes but not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  Management devoted considerable effort from inception through the three-month period ended September 30, 2008, towards (i) obtaining additional equity, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, (iv) eliminating redundant operations through consolidation of operations within Wireless Village and Planet Halo, and (v) searching for suitable synergistic partners for future business combinations that generate immediate revenues.

Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

5.

DUE FROM RELATED PARTY

Concierge Technologies, Inc. has no bank account in its own name. Wallen Group, a consulting company headed by the C.E.O. and director of the Company, maintains an administrative account for the Company. As of September 30, 2008, the Wallen Group was holding $21,687 on behalf of Concierge.

6.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of September 30, 2008:

Account payable

$

85,197

Accrued judgment

 

135,000

Accrued interest

 

49,117

Accrued accounting fees

 

21,500

Accrued tax

 

800

Total

$

291,614



11



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7.

NOTES PAYABLE – RELATED PARTIES

 

 

September 30,

Notes payable consisted of the following at

 

2008

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2006 (past due)

 

35,000

Notes payable to director/shareholder, non-interest bearing unsecured and payable on demand

 

8,500

Notes payable to shareholder, interest rate of 10%, unsecured,and payable on
July 31, 2004 (past due)

 

5,000

Notes payable to shareholder, interest rate of 10%, unsecured and payable on
October 1, 2004 (past due)

 

28,000

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2004 (past due)

 

14,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
September 1, 2004 (past due)

 

3,500

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2005 (past due)

 

20,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
February 1, 2006 (past due)

 

5,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
June 1, 2006 (past due)

 

5,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
February 1, 2006 (past due)

 

2,500

Notes payable to director/shareholder, interest rate of 6%,Unsecured and payable on
September 1, 2007 (past due)

 

1,000

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
November 1, 2007 (past due)

 

15,000

Notes payable to a director and third party, interest rate of 4%,Secured with Intellectual Property, draw downs permitted thru December 31, 2008 and payable on February 15, 2009

 

18,192

Total Notes Payable

$

160,692


The Company has recorded interest expenses, amounting to $2,869 and $2,869 for the three-month period ended September 30, 2008 and 2007, respectively.

8.

COMMON STOCK

In September, the company sold 1,000,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001. Although the company received full payment of the subscription, the share certificates were not issued as of September 30, 2008. These shares were recorded as shares to be issued totaling $50,000 on the consolidated balance sheet.

On September 5, 2008 Concierge agreed to sell 300,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001, to David Neibert, an officer and director of the Company, for $15,000 in cash. These shares are afforded a vote equal to 20 votes for each share of Series B Convertible, Voting, Preferred shares held for all matters that come before the shareholders for a vote. The shares can be converted to common stock at a ratio of 20 shares of common stock for each share of Series B Convertible, Voting, Preferred stock after a waiting period of one year has elapsed. As of September 30, 2008, this transaction was not consummated.

On September 22, 2008 Concierge agreed to sell a total of 700,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001, to three adult children of Samuel Wu, an officer and director of the Company, for a total of $35,000 in cash. These shares are afforded a vote equal to 20 votes for each share of Series B Convertible, Voting, Preferred shares held for all matters that come before the shareholders for a vote. The shares can be converted to common stock at a ratio of 20 shares of common stock for each share of Series B Convertible, Voting,



12



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Preferred stock after a waiting period of one year has elapsed. Mr. Wu has disclaimed beneficial ownership of these shares. As of September 30, 2008, this transaction was not consummated.

9.

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95.

The amount reserved for income tax in the accompanying financial statements has been appropriately adjusted to reflect the current status of Planet Halo as a foreign corporation in the state of California.

During the quarter ended September 30, 2008 and 2007 the Company did not pay any interest or income taxes.

10.

LITIGATION

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the year 2002 as litigation settlement in the accompanying financial statements. This amount is included in accrued expenses as of September 30, 2008.

11.

ACQUISITION & IMPAIRMENT OF INTANGIBLE ASSET

On April 6, 2004 the Company and Planet Halo entered into Stock Purchase agreement whereby, when consummated, the  Company would purchase all of the outstanding  and  issued shares of Planet Halo in exchange for 10 million shares of the  Company's common stock valued at $500,000. On April 20, 2004 all of the conditions of the acquisition were met apart from the issuance of the shares. On May 5, 2004, the Company issued the shares on a ratio of 8.232 shares of the Company to each share of Planet Halo stock. The shares were issued directly to the shareholders of Planet Halo.  The existing Planet Halo shares were retired and cancelled. The Company is now a sole shareholder of Planet Halo, a Nevada corporation. On May 5, 2004 the President of Planet Halo was officially appointed to the Board of Directors of the Company along with one other Planet Halo named appointee.

At the time, Planet Halo was a development stage company involved in the wireless telecommunications industry through the design, manufacture, sale and distribution of hardware and services that include a hand-held wireless Internet appliance/cell phone known as the "Halo", and an integrated wireless gateway interface to the Internet named "Halomail."

The purchase price was determined in arms-length negotiations between the parties. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Planet Halo assets acquired and consideration for is as follows:

 

Allocated amount

Cash

$

2,912

Equipment, net

 

245

Goodwill

 

496,843

 

$

500,000


 

Consideration paid

10,000,000 shares of common stock

$

500,000




13



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company evaluates intangible assets, goodwill and other long-lived assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows.  Recoverability of intangible assets, other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss.  Potential impairment of goodwill is being evaluated in accordance with SFAS No. 142. The SFAS No. 142 is applicable to the financial statements of the Company beginning July 1, 2002.

On December 31, 2004, the Company evaluated the valuation of goodwill based upon the performance and market value of the acquisition. The Company determined the goodwill is impaired and recorded the impairment of $496,843 in the accompanying financial statements.

The Company evaluated value of its prepaid expenses during the year ended June 30, 2004 and based upon uncertainness surrounding the utilization of its software for the "PCA" development, the Company has recorded an impairment of the prepaid expense amounting $245,800.  

12.

ACQUISITION OF WIRELESS VILLAGE

On October 30, 2007 the Company and Wireless Village, a closely held Nevada corporation, entered into a Stock Purchase agreement wherein the Wireless Village shareholders sold to Concierge their shares in exchange for shares of Concierge Technologies. The acquisition was completed on January 23, 2008 by issuance of 5,000,000 shares of a new class of preferred stock called Series A Convertible, Voting Preferred Stock. Each share of preferred stock could be converted into 5 shares of common stock after 270 days from issue. Each share of Series A preferred stock carries 5 votes in all matters brought up to vote by the shareholders.

The Company issued the shares on a ratio of 2999.4 shares of the Company preferred stock to each share of Wireless Village stock. The shares were issued directly to the former shareholders of Wireless Village. The Company is now a sole shareholder of Wireless Village, a Nevada corporation.

Wireless Village is a development stage company involved in the telecommunications industry through design, construction and operation of wide-area wireless networks providing access to the Internet, resale of wired Internet circuits, subscription sales to wireless Internet access, technical support services to wireless Internet service providers, web hosting and other related technical services. Wireless Village has been providing technical support services to the Company’s Planet Halo subsidiary since April 2007.

The purchase price was determined in arms-length negotiations between the parties. The average price per share of the Company’s common stock was $0.01. Each share of preferred stock was valued at $0.05 resulting in a purchase price of $250,000. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Wireless Village assets acquired and the consideration for is as follows:

Estimated Fair Values

 

 

Current Assets

$

42,984

Assumed Liabilities

 

924

Net Assets Acquired

 

42,060

Consideration Paid

 

250,000

Goodwill

$

207,940



14



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In accordance with SFAS 142, goodwill is not amortized but is tested for impairment at least annually. The operating results of Wireless Village have been consolidated with those of the Company beginning January 23, 2008. No pro-forma financial information has been presented as the operations of Wireless Village, before the acquisition, were insignificant.  

The Company evaluates intangible assets and other long-lived assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company assessed the carrying value of goodwill in accordance with the requirements of SFAS No. 142 "Goodwill and Other Intangible Assets".  Based on its assessment, the Company determined that goodwill resulting from the acquisition of Wireless Village amounted to $207,940 was fully impaired as of June 30, 2008.

13.

COMMITMENT

On January 18, 2008 the Company, through Planet Halo, entered the business of affiliate radio networking by leasing a number of digital satellite receivers from X-Digital for a term of three years under a standard lease agreement. The on-air format was to be broadcast under the brand “Music of Your Life”.

Planet Halo funded the lease payments due for digital satellite receivers with a loan from third parties who now hold the Music of Your Life intellectual property owned by Planet Halo as collateral. On July 16, 2008 the note holders transferred the lease with X-Digital into their own name and took over all liability for future payments. In the event Planet Halo is unable to fund the repayment of the loan and accrued interest as it exists at January 2009, it will forfeit any possibility of retrieving the intellectual property from the note holders. As of September 30, 2008 Planet Halo owed $18,192 in principal and $276 interest to the note holders (see section on “Notes Payable”). The agreement calls for the lenders to make monthly advances in principal as necessary to pay the lease obligations of Planet Halo to X-Digital and interest to accrue at the annual rate of 4% on the outstanding principal. The note is due in full on or before February 15, 2009.



15



Item 2.

Plan of Operation

Our plan of operation for the next twelve months is to do the following:

·

We will assist Wireless Village with expanding its operations in the Cleveland, Ohio area to include resale of wireline circuits, network installations and increased wireless coverage areas intended to provide enhanced subscription revenue potential.

We will transition the business of Planet Halo’s wireless networks to that of Wireless Village. Under Wireless Village we will continue the construction of wireless networks offering subscription service to the Internet under the Wireless Village brand, launch initiatives to increase brand awareness and advertising revenues through presence on the world wide web; and increase subscriber revenues to our service offerings via advertising and enhanced network coverage. Wireless Village has also begun to install and support high-bandwidth wired circuits and we will seek to expand that business over the coming months through contract services agreements, reseller agreements with other communications providers and resale of WiFi-enabled privately labeled handsets.

·

During our previous fiscal year we entered into discussions with providers of on-air programming that may be potential acquisition or partnering targets. Since January 2008 we have provided streaming audio on the Internet under the Music of Your Life brand format and since August we have been expanding that capability to include similar services for other format providers on the Internet. Our Wireless Village personnel have gained a specific expertise in this area that we hope to exploit over the coming year.

·

Planet Halo has transitioned its existing wireless subscription business to Wireless Village for maintenance and operation in order that Planet Halo can look to expand to other markets, seek investment capital, and increase its role as a marketing enterprise for wireless Internet provision.

As of February 1, 2008 the company relocated its offices to those of Wireless Village at 3615 Superior Avenue, Suite 3100A, Cleveland, OH 44144. Neither Concierge nor Planet Halo has any lease responsibilities and pays no rent to Wireless Village.

As of September 30, 2008, Concierge had no paid employees and no fixed overhead. Our operating costs were kept at a minimum with limited commitments for telephone, the cost of web hosting, legal and professional fees, fees charged by our transfer agent and minimum tax payments. Fixed overhead of our operating subsidiaries was also kept a minimum level with rent, web hosting, telephone, Internet access, insurance and utilities being the only significant costs. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. We have deployed approximately $38,500 worth of radio and computer infrastructure equipment to remote locations as required to operate the wireless networks in addition to what was already in place with the acquisition of Wireless Village. Our CEO, the president of Planet Halo, the officers of Wireless Village, and our directors are continuing to provide services without cash compensation. There are no guarantees that our officers and directors will continue in these capacities without compensation for an indefinite period of time.

Liquidity

Our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock, or preferred stock, in exchange for cash. With the acquisition of Wireless Village we also acquired approximately $30,000 in cash. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable. We have also been unable to pay significant salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.



16



Although our management is continuing to provide services to the Company for the near term without cash compensation, we will still require additional funding to maintain the corporation. With the acquisition of Wireless Village there are added demands for operating capital if we are to continue to construct the wireless networks. The Company has been aggressively pursuing financing for the funding of the wireless project. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the financing is not available, Planet Halo may not be able to proceed with its planned development of broadcast radio, and Wireless Village may not be able to afford further expansion of the wireless networks. In the event financing is not completed, our funds will be exhausted at some point and continuing operations may be impossible without increased operating profits from the existing wireless network infrastructure.

Item 4.

Controls and Procedures

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



17



PART II - OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities

The registrant sold the following equity securities (preferred stock) in transactions that were not registered under the Securities Act of 1933, which sale of securities have not earlier been reported.  

Date

 

Persons or Class of Persons to Whom the SecuritiesWere Sold

 

No. of Shares

 

Cash Consideration

 

Value and Nature of Other Than Cash Consideration

09/05/08

 

David Neibert

 

300,000

 

$15,000

 

 

09/22/08

 

Andrew C.T. Wu

 

233,333

 

11,666

 

 

09/22/08

 

Caroline C.J. Kurebayashi

 

233,333

 

11,666

 

 

09/22/08

 

Edward C.D. Wu

 

233,234

 

11,667

 

 

All of the above sales were made pursuant to the provisions of Regulation D, Rule 506.  All purchasers were provided copies of our most recent Forms 10-K, Forms 10-Q and 8-K and were either management or family members of a director at the time of the sales.  All purchasers were given the opportunity to ask questions of management before making their investment decisions.  There were no underwriters involved.

There were no repurchases of our securities made by us or any affiliated purchasers in the fourth quarter of our last fiscal year.

Item 5.

Other Information

On November 7, 2008, Marc Angell resigned his positions as director of Concierge Technologies, Inc. and its subsidiary Wireless Village, and as president of its subsidiary Planet Halo.  All three positions remain vacant at this time.



18



Item 6.

Exhibits

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

Exhibit

 

Item

2

 

Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*

2

 

Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++

3.1

 

Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*

3.2

 

Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*

3.5

 

Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**

3.6

 

Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**

3.7

 

Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+

3.8

 

Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+

10.1

 

Agreement of Merger between Starfest, Inc. and Concierge, Inc.*

14

 

Code of Ethics for CEO and Senior Financial Officers.***

31.1

 

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

31.2

 

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

32.1

 

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

32.2

 

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

———————

*Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.

**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.

***Previously filed with Form 10-K FYE 06-30-04 on October 13, 2004; Commission File No. 000-29913, incorporated herein.

+Previously filed with Form 10-K FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein.

++Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for the Current Period 10-30-07; Commission File No. 000-29913, incorporated herein.



19



SIGNATURES


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


Dated:  November 18, 2008

         

CONCIERGE TECHNOLOGIES, INC.

 

 

  

 

 

 

 

By:  

/s/ DAVID W. NEIBERT

 

 

David W. Neibert,

 

 

Chief Executive Office




20