Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
Page | |||||
PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements (Unaudited)
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3 | |||
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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4 | |||
Item 3. |
Quantitative And Qualitative Disclosures About Market Risk.
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5 | |||
Item 4. |
Controls and Procedures
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5 | |||
PART II – OTHER INFORMATION
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Item 1. | Legal Proceedings | 6 | |||
Item 1A. | Risk Factors. | 6 | |||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 6 | |||
Item 3. | Defaults Upon Senior Securities. | 6 | |||
Item 4. | (Removed and Reserved). | 6 | |||
Item 5. | Other Information | 6 | |||
Item 6 | Exhibits | 7 | |||
SIGNATURES | 8 |
ITEM 1. FINANCIAL STATEMENTS | ||||
Page | ||||
Consolidated Balance Sheets (Unaudited)
|
F-1 | |||
Consolidated Statements of Operations for the Three and Six Month Periods Ended December 31, 2012 and 2011 (Unaudited)
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F-2 | |||
Consolidated Statements of Cash Flows for the Six Month Periods Ended December 31, 2012 and 2011 (Unaudited)
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F-3 | |||
Notes to Unaudited Financial Statements
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F-4 |
CONDENSED CONSOLIDATED BALANCE SHEETS
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(UNAUDITED)
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December 31,
2012
|
June 30,
2012
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash & cash equivalents
|
$ | 29,788 | $ | 114,433 | ||||
Accounts receivable, net allowance for doubtful accounts of $25,926 and $12,486, respectively
|
148,900 | 264,309 | ||||||
Due from related party
|
10,588 | 10,084 | ||||||
Inventory
|
201,982 | 37,442 | ||||||
Total current assets
|
391,258 | 426,268 | ||||||
Security deposits
|
11,222 | 11,222 | ||||||
Property and equipment, net
|
8,529 | 6,799 | ||||||
Total assets
|
$ | 411,009 | $ | 444,289 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable and accrued expenses
|
$ | 484,292 | $ | 456,352 | ||||
Account payable - related parties
|
296 | 77,062 | ||||||
Advance from customers
|
9,350 | 9,250 | ||||||
Notes payable - related parties
|
150,000 | 150,000 | ||||||
Total current liabilities
|
643,938 | 692,664 | ||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long term notes payable - related parties
|
77,500 | 20,000 | ||||||
Related party convertible debenture, net
|
- | 88,672 | ||||||
Total long term liabilities
|
77,500 | 108,672 | ||||||
Total liabilities
|
721,438 | 801,336 | ||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Preferred stock, 50,000,000 authorized par $0.001
|
||||||||
Series A: 206,186 shares issued and outstanding
|
206 | 206 | ||||||
Series B: 833,333 and 273,333 shares issued and outstanding as of December 31, 2012 and June 30, 2012, respectively
|
833 | 273 | ||||||
Common stock, $0.001 par value; 900,000,000 shares authorized; 235,617,610 shares issued and outstanding
|
235,618 | 235,618 | ||||||
Additional paid-in capital
|
3,992,247 | 3,805,357 | ||||||
Accumulated deficit
|
(4,778,321 | ) | (4,668,865 | ) | ||||
Total
|
(549,417 | ) | (627,411 | ) | ||||
Non-controlling interest
|
238,988 | 270,364 | ||||||
Total deficit
|
(310,429 | ) | (357,047 | ) | ||||
Total liabilities and deficit
|
$ | 411,009 | $ | 444,289 |
For the Three-Month Periods Ended
|
For The Six Month Periods Ended
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December 31,
|
December 31,
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2012
|
2011
|
2012
|
2011
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Net revenue
|
$ | 410,741 | $ | 456,729 | $ | 1,035,318 | $ | 731,360 | ||||||||
Cost of revenue
|
227,054 | 265,878 | 582,743 | 433,491 | ||||||||||||
Gross profit
|
183,686 | 190,851 | 452,574 | 297,869 | ||||||||||||
Operating expenses:
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||||||||||||||||
General & administrative expenses
|
309,832 | 193,235 | 573,753 | 309,576 | ||||||||||||
Total Operating Expenses
|
309,832 | 193,235 | 573,753 | 309,576 | ||||||||||||
Other income (expense)
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||||||||||||||||
Other income
|
252 | - | 504 | 40,527 | ||||||||||||
Interest expense
|
(3,555 | ) | (11,717 | ) | (9,917 | ) | (18,766 | ) | ||||||||
Beneficial conversion feature expense
|
- | (12,586 | ) | (9,439 | ) | (25,172 | ) | |||||||||
Total other income (expense)
|
(3,303 | ) | (24,302 | ) | (18,852 | ) | (3,410 | ) | ||||||||
Income (loss) before non-controlling interest and income taxes
|
(129,449 | ) | (26,686 | ) | (140,031 | ) | (15,117 | ) | ||||||||
Provision of income taxes
|
800 | 800 | 800 | 800 | ||||||||||||
Non-controlling interest
|
(57,209 | ) | 876 | (31,375 | ) | (254 | ) | |||||||||
Net Income (loss) attributable to Concierge Technologies
|
$ | (73,040 | ) | $ | (28,362 | ) | $ | (109,456 | ) | $ | (15,663 | ) | ||||
Weighted average shares of common stock
|
||||||||||||||||
Basic & Diluted
|
235,617,610 | 233,667,610 | 235,617,610 | 233,667,610 | ||||||||||||
Net earnings (loss) per share
|
||||||||||||||||
Basic & Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
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FOR THE SIX-MONTH PERIODS ENDED DECEMBER 31, 2012 AND 2011
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(UNAUDITED)
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For the Six-Month Periods Ended
December 31,
|
||||||||
2012
|
2011
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
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Net Income (loss)
|
$ | (109,456 | ) | (15,663 | ) | |||
Adjustments to reconcile net income (loss) to net cash used in operating activities
|
||||||||
Non-controlling interest
|
(31,375 | ) | (254 | ) | ||||
Depreciation
|
1,697 | 815 | ||||||
Allowance for bad debt
|
13,440 | |||||||
Beneficial conversion feature expense
|
9,439 | 25,171 | ||||||
Amortization of debt issuance cost
|
1,888 | 5,034 | ||||||
(Increase) decrease in current assets:
|
||||||||
Accounts receivable
|
101,969 | (19,158 | ) | |||||
Inventory
|
(164,540 | ) | 107,921 | |||||
Increase (decrease) in current liabilities:
|
||||||||
Accounts payable & accrued expenses
|
39,940 | (102,620 | ) | |||||
Accounts payable - related parties
|
(1,317 | ) | 1,552 | |||||
Advances from customers
|
100 | (14,100 | ) | |||||
Net cash used in operating activities
|
(138,216 | ) | (11,303 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
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Purchase of equipment
|
(3,427 | ) | (1,336 | ) | ||||
Due from related party
|
(504 | ) | 1,065 | |||||
Net cash provided by (used in) investing activities
|
(3,931 | ) | (271 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
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Repayments to related parties
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- | (20,000 | ) | |||||
Proceeds from related party laons
|
57,500 | - | ||||||
Proceeds from convertible debenture
|
- | - | ||||||
Net cash provided by (used in) financing activities
|
57,500 | (20,000 | ) | |||||
NET DECREASE IN CASH & CASH EQUIVALENTS
|
(84,646 | ) | (31,575 | ) | ||||
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
|
114,433 | 53,704 | ||||||
CASH & CASH EQUIVALENTS, ENDING BALANCE
|
$ | 29,788 | $ | 22,129 | ||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
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Series B preferred shares issued for debt and accrued interest
|
$ | 112,000 | $ | - | ||||
Forgiveness of accounts payable - related parties
|
(75,450 | ) |
December 31,
2012
|
June 30,
2012
|
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Furniture & Office Equipment
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$
|
26,852
|
$
|
26,852
|
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Network Hardware & Software
|
58,680
|
55,254
|
||||||
Site Installation Materials
|
1,813
|
1,813
|
||||||
Total Fixed Assets
|
87,345
|
83,919
|
||||||
Accumulated Depreciation
|
(78,818
|
)
|
(77,120
|
)
|
||||
Total Fixed Assets, Net
|
$
|
8,528
|
$
|
6,799
|
December 31,
2012
|
June 30,
2012
|
|||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
$ | 35,000 | $ | 35,000 | ||||
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand
|
8,500 | 8,500 | ||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due)
|
5,000 | 5,000 | ||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on December 31, 2012
|
28,000 | 28,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
14,000 | 14,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
3,500 | 3,500 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
20,000 | 20,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on December 31, 2012
|
1,000 | 1,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
15,000 | 15,000 | ||||||
Notes payable to shareholder, interest rate of 6%, unsecured and payable on December 31, 2012
|
10,000 | 10,000 | ||||||
$ | 150,000 | $ | 150,000 |
December 31,
2012
|
June 30,
2012
|
|||||||
Notes payable to shareholder, interest rate of 3%, unsecured and payable on April 1, 2014
|
$ | 20,000 | $ | 20,000 | ||||
Notes payable to shareholder, interest rate of 3%, unsecured and payable on August 1, 2014
|
12,500 | - | ||||||
Notes payable to shareholder, interest rate of 3%, unsecured and payable on September 1, 2014
|
45,000 | - | ||||||
$ | 77,500 | $ | 20,000 |
December 31,
2012
|
June 30,
2012
|
|||||||
Accounts payable
|
$ | 194,032 | $ | 110,283 | ||||
Tax reserve
|
53,152 | 94,595 | ||||||
Accrued judgment
|
135,000 | 135,000 | ||||||
Accrued interest
|
98,607 | 91,973 | ||||||
Auditing
|
3,500 | 24,500 | ||||||
Total
|
$ | 484,292 | $ | 456,352 |
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Exhibit |
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Item |
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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.++
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3.1
|
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
|
|
3.2
|
-
|
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
|
|
3.5
|
-
|
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
|
|
3.6
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
|
|
3.7
|
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
|
|
3.8
|
-
|
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
|
|
3.9
|
-
|
Amendment to Articles of Incorporation as filed with the Definitive Information Schedule 14c filed with the SEC on December 3, 2010 and with the Nevada Secretary of State on December 23, 2010.
|
|
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.
|
CONCIERGE TECHNOLOGIES, INC.
|
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Dated: February 14, 2013
|
By:
|
/s/ David W. Neibert | |
David W. Neibert, Chief Executive Officer |