U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

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 No. 000-29913

 

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

State of Incorporation: Nevada

IRS Employer I.D. Number: 95-4442384

 

29115 Valley Center Rd. K-206

Valley Center, CA 92082

866-800-2978

____________________________________________________

(Address and telephone number of registrant's principal

executive offices and principal place of business)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

 

Indicate by check mark whether the registrant 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 [ ] Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

As of November 1, 2011, there were 233,667,610 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 596,186 shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 273,333 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.

 

 

 

Table Of Contents

						Page
Part 1	Financial Information					3
Item 1.	Financial Statements (Unaudited)					3
Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations					13
Item 3.	Controls and Procedures					15
Part 2	Other Information					16
Item 4.	Legal Proceedings					16
Item 5.	Other Information					17
Item 6.	Exhibits					17
	Signatures					19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.	Financial Statements						Page
	Consolidated Balance Sheets (Unaudited)						4
	Consolidated Statements of Operations for the Three Month Periods Ended September 30, 2011 and 2010 (Unaudited)						5
	Consolidated Statements of Cash Flows for the Three Month Periods Ended September 30, 2011 and 2010 (Unaudited)						6
	Notes to Unaudited Financial Statements						7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED CONDENSED BALANCE SHEETS
		(UNAUDITED)
			September 30, 2011		June 30, 2011
ASSETS
CURRENT ASSETS:
	Cash & cash equivalents		$                          8,571		$                     53,704
	Accounts receivable		66,627		41,688
	Due from related party		10,000		11,065
	Inventory		99,314		140,233
	Security deposits		7,722		7,722
		Total current assets	192,234		254,412
	Property and equipment, net		1,685		2,306
		Total assets	$                     193,919		$                  256,718
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
	Accounts payable and accrued expenses		$                     492,956		$                  542,546
	Account payable - related parties		76,370		75,450
	Advances from customers		14,100		14,100
	Notes payable - related parties		150,000		150,000
		Total current liabilities	733,426		782,096
NON-CURRENT LIABILITIES:
	Long term notes payable - related parties		-		40,000
	Related party convertible debenture, net		43,693		28,590
		Total long term liabilities	43,693		68,590
		Total liabilities	777,119		850,686
COMMITMENT & CONTINGENCY
SHAREHOLDERS' DEFICIT
	Preferred stock, 50,000,000 authorized par $0.001
	Series A:596,186  shares issued and outstanding at Sep 30, 2011 and June 30, 2011		596		596
	Series B: 273,333  shares issued and outstanding at Sep 30, 2011 and June 30, 2011		273		273
	Common stock, $0.001 par value; 900,000,000 shares authorized; 233,667,610 shares issued and outstanding at Sep 30, 2011 and June 30, 2011		233,668		233,668
	Additional paid-in capital		3,806,917		3,806,917
	Accumulated deficit		(4,732,454)		(4,744,353)
		Total Concierge's shareholders' deficit	(691,000)		(702,899)
	Non-controlling interest		107,801		108,931
		Total deficit	(583,199)		(593,968)
		Total liabilities and equity	$                     193,919		$                  256,718
The accompanying notes are an integral part of these consolidated condensed financial statements

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
				For the Three-Month Periods Ended
				September 30,
				2011		2010
Net revenue				$                   276,777		$                  50,184
Cost of revenue				(167,613)		(38,276)
Gross profit				109,164		11,908
Operating expenses:
	General & administrative expenses			(116,341)		(14,014)
Other income (expenses)
	Other income			38,381		-
	Interest expense			(7,049)		(3,983)
	Beneficial conversion feature expense			(12,586)		(3,010)
		Total other income (expenses)		18,747		(6,993)
Income (loss) before non-controlling interest and income taxes				11,569		(9,099)
	Provision of income taxes			800		800
	Non-controlling interest			(1,130)		-
Net income attributable to Concierge				$                     11,899		$                  (9,899)
Weighted average shares of common stock
		Basic		233,667,610		233,667,610
		Diluted		242,115,200		233,667,610
Net Earnings (Loss) per share
		Basic		$                         0.00		$                   (0.00)
		Diluted		$                         0.00		$                   (0.00)
				264,878
The accompanying notes are an integral part of these consolidated condensed financial statements

 

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010
(UNAUDITED)
				For the Three-Month Periods Ended September 30,
				2011		2010
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net Income (Loss)			$                                11,899		$                              (9,899)
	Adjustments to reconcile net loss to net cash used in
	operating activities:
		Non-controlling interest		(1,130)		-
		Depreciation		621		3,051
		Beneficial conversion feature expense		12,586		3,010
		Amortization of debt issuance cost		2,517		602
		(Increase) decrease in current assets:
			Accounts receivable	(24,940)		(13,210)
			Inventory	40,919		(40,000)
		Increase (decrease) in current liabilities:
			Accounts payable & accrued expenses	(49,590)		7,626
			Accounts payable - related parties	920		-
			Advances from customers	-		(890)
		Net cash used in operating activities		(6,198)		(49,710)
CASH FLOWS FROM INVESTING ACTIVITIES:
		Due from related party		1,065		-
CASH FLOWS FROM FINANCING ACTIVITIES:
		Repayments to related parties		(40,000)		(5,413)
		Proceeds from convertible debenture		-		100,000
		Net cash (used in) provided by financing activities		(40,000)		94,587
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS				(45,133)		44,877
CASH & CASH EQUIVALENTS, BEGINNING BALANCE				53,704		4,868
CASH & CASH EQUIVALENTS, ENDING BALANCE				$                                  8,571		$                              49,745
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
		Cash paid during the period for:
		Interest paid		$                                       -		$                                     -
		Income taxes		$                                       -		$                                     -
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
		Series B preferred shares to be issued for debt issuance		$                                       -		$                              20,000
The accompanying notes are an integral part of these consolidated condensed financial statements

NOTE 1.     ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Concierge Technologies, Inc., (the “Company”), a Nevada corporation, was originally incorporated in California on August 18, 1993 as Fanfest, Inc. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc. The Company’s principal operations include the purchase and sale of digital equipment through its majority owned subsidiary Wireless Village under the fictitious business name of 3^rd Eye Cam.

 

NOTE 2.     ACCOUNTING POLICIES

 

Accounting Principles

 

In the opinion of management, the accompanying balance sheets and related interim statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2011 Form 10-K filed on October 13, 2011 with the U.S. Securities and Exchange Commission.

 

Principles of Consolidation

 

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

 

Use of Estimates

 

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

 

Recent Accounting Pronouncements

 

In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective for us beginning July 1, 2012.

 

In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance will be effective for us beginning July 1, 2012 and will have financial statement presentation changes only.

 

In May 2011, the FASB issued guidance to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The new guidance will be effective for us beginning January 1, 2012. Other than requiring additional disclosures, we do not anticipate material impacts on our financial statements upon adoption.

 

NOTE 3.     GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $4,732,454 as of September 30, 2011, including a net income of $11,899 during the three-month period ended September 30, 2011. The historical losses have adversely affected the liquidity of the Company. Although the current quarter operations resulted in a net profit, and losses are expected to be curtailed during the current fiscal year due to increased product sales, the Company faces continuing significant business risks, which include, but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.

 

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

 

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended September 30, 2011, towards (i) establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, and (vi) acquisition of suitable synergistic partners for business opportunities in mobile incident reporting that generate immediate revenues.

 

Management believes that the above actions will allow the Company to continue operations for the next 12 months.

 

NOTE 4.     PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

		September 30, 2011				June 30, 2011
Furniture & Office Equipment		$	26,852			$	26,852
Network Hardware & Software			48,957				48,957
Site Installation Materials			1,813				1,813
Total Fixed Assets			77,622				77,622
Accumulated Depreciation			(75,937	)			(75,316	)
Total Fixed Assets, Net		$	1,685			$	2,306

 

Depreciation expense amounted to $621 and $3,051 for three months period ended September 30, 2011 and 2010, respectively.

NOTE 5.     RELATED PARTY TRANSACTIONS

 

Notes Receivable- Related Party

 

Notes receivable to related party is comprised of two notes of $5,000 each. The principal of these notes are due and payable on or before May 1, 2012. The notes are unsecured and non-interest bearing until maturity.

 

Accounts Payable – Related Parties

 

Concierge Technologies, Inc. has no bank account in its own name. The 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, 2011, The Wallen Group was owed $920 by the Company. The amount of the advancement is non-interest bearing, unsecured, and due on demand.

 

As of September 30, 2011, the Company has accounts payable to a related party in the amount of $75,450 related to hardware purchases from 3^rd Eye Cam, a California general partnership whose founders are now directors of Wireless Village.

 

Notes Payable - Related Parties

 

Current related party notes payable consist of the following:

		September 30, 2011		June 30,     2011
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
notes payable to shareholder, noninterest-bearing, unsecured and payable on or before May 19, 2012		-		40,000
		150,000		190,000
Less: Current amount		150,000		150,000
		-		40,000

In addition to the above, the Company issued a convertible debenture to a shareholder amounting to $100,000 with an interest rate of 6% on September 8, 2010 convertible into shares of Series B Convertible, Voting, Preferred stock, at the election of the debenture holder after October 9, 2010, at the conversion ratio of $0.20 per share. If the debenture holder elects to convert the debenture, the converted preferred shares can further be converted into common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the beneficial conversion feature embedded in the convertible debenture at September 8, 2010, the inception of this convertible note, was determined to be $100,000. As of September 30, 2011, $46,923 of the discount is shown as a discount to the convertible note which will be amortized over the remaining term of the note. During the three-month period ended September 30, 2011, the Company amortized a total of $12,586 as BCF expense.

The Company has recorded interest expense for the related party notes of $4,532 and $3,381 for each of the three-month periods ending September 30, 2011 and 2010, respectively.

 

NOTE 6.     ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following:

		September 30, 2011		June 30, 2011
Account payable	$	112,265	$	160,204
Tax reserve		86,159		85,359
Accrued judgment		135,000		135,000
Accrued interest		131,532		124,483
Auditing		28,000		37,500
Total	$	492,956	$	542,546

 

NOTE 7.        EQUITY TRANSACTIONS

 

Shares Issued in Connection with Financing Cost

 

During September, 2010, the company issued 40,000 shares of its Series B Convertible, Voting, par value $0.001 Preferred stock (“commitment fee shares”) in lieu of payment of a loan commitment fee to a California partnership, the convertible debenture holder, pursuant to agreement signed at September 8, 2010. These commitment fee shares are convertible into common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the debt issuance cost was $20,000 at September 8, 2010, which will be amortized over the term of the convertible debenture. At September 30, 2011, the unamortized debt issuance cost amounted to $9,385.

 

Share Based Compensation

 

On October 8, 2010 Concierge Technologies entered into Employee at Will Agreements with three individuals and also acquired an Exclusive Distribution Agreement and the services of a professional lobbying organization to assist Wireless Village with its transition to the business of selling, distributing and marketing mobile incident reporting cameras and associated hardware and services. In exchange for these services and agreements Concierge Technologies conveyed, in the aggregate, 817 shares of its 1,667 shares in Wireless Village. The resulting ownership in Wireless Village is 850 shares, or 51%, held by Concierge Technologies and 817 shares, or 49%, held by others.

As the shares of Wireless Village are not traded and have no implied fair value, the cost of services was estimated using a discounted cash flow model to arrive at a present value for the portion of the business being conveyed. Utilizing this methodology, the share-based compensation was determined to be $149,137. As the related agreements are “at will” in nature, the entire compensation cost was expensed on the date of execution of the agreements and is shown as minority interest of subsidiary on the accompanying balance sheet. The income statement for the period ending September 30, 2011 also includes an amount of ($1,130), representing the loss portion of the consolidated net income attributable to the non-controlling interest held by third parties.

NOTE 8.     INCOME TAXES

 

Our effective tax rates were approximately 7.92% and (8.79%) for the three months ended September 30, 2011 and 2010, respectively. Our effective tax rate was lower than the U.S. federal statutory rate due to the fact that our operations are carried out in foreign jurisdictions, which are subject to lower income tax rates, and the Company has net operating loss carry-forwards available to offset current and future taxable income.

 

NOTE 9.           COMMITMENTS AND CONTINGENCIES

 

Lease Commitment

 

The Company entered into a lease agreement to rent an office space dated November 23, 2010, for the period from December 1, 2010 to November 30, 2011 at a monthly base rent of $762 plus monthly operating expenses. On July 28, 2011, the Company entered into a new agreement extending the lease period through November 30, 2012. Monthly base rent increases from $762 to $800 starting on December 1, 2011. All other terms of the agreement remain the same.

 

Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Rent expense amounted to $6,348 and $668 for the three-month periods ended September 30, 2011 and 2010, respectively.

 

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 accompanying financial statements as accrued expenses as of September 30, 2011.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

The Company, through Planet Halo and Wireless Village, had been selling subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly since 2007. During our last fiscal year ending June 30, 2011, we completed the transition away from this business and refocused our efforts on the sale and distribution of mobile video surveillance systems. This process began during the quarter ended September 30, 2010 and is reflected in the insignificant amount of wireless subscription revenues in comparison to camera hardware sales for the same period. As of the current quarter ending September 30, 2011, we had no wireless internet revenues and had terminated all agreements with suppliers of leased telecom lines and site leases. For the three-month periods ending September 30, 2011 and 2010, subscription sales for Planet Halo were recorded as $0 and $915 respectively, whereas the subscription sales for Wireless Village for the same periods were both $0. Total subscription sales were therefore $0 and $915 respectively, demonstrating the discontinuation of the service.

 

During September 2010, Wireless Village, now operating under its fictitious business name “3^rd Eye Cam,” has brought expertise in mobile digital camera deployment into the company by partnering with several industry professionals and a manufacturer of camera and DVR products. Wireless Village purchases hardware, including cabling, connectors, hard drives, wireless transceivers, cameras and various other hardware items, for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold with resulting revenues recorded as hardware sales. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as Advance to Suppliers. In some instances, installation services were supplied along with the sale of the new camera, or other, product, which may include pre-programming of functions prior to shipment. Generally, subcontracted labor supplied installation related to hardware or system support services. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectability was reasonably assured. Support services, not including sales of the mobile camera product, for the three-month periods ending September 30, 2011 and 2010 were recorded as $113 and $5,698 respectively, the decrease due to the discontinuation of support services performed from the Cleveland office. Hardware sales, including cameras, were recorded as $274,518 for the three-month period ending September 30, 2011 and $42,796 for the three-month period ending September 30, 2010, a substantial increase over the gross amount for the same period of 2010 attributed entirely to sales of camera devices. Web hosting services for the three-month periods ending September 30, 2011 and 2010, although discontinued by the year ending June 30, 2010, were recorded as $0 and $774 respectively. Other income consists of a reversal of a portion of accrued interest totaling $38,381 related to loans formerly in default and subsequently brought current. Accounts receivable at September 30, 2011 and September 30, 2010 were recorded at $66,627 and $13,414 respectively, a significant increase due to increased camera sales orders, and the timing for receipt of payment in relation to the quarter end rather than to an increase in account receivable aging.

 

Overall, net revenues of $276,777 for the three-month period ending September 30, 2011 were up $226,593 from $50,184 for the three-month period ending September 30, 2010, an increase of 4,515%, reflecting the increasing sales revenues of camera hardware throughout the previous twelve-month period.

 

Liquidity

 

Prior to the entering the mobile incident reporting business in September 2010, 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. On September 8, 2010 we entered into a loan agreement containing certain conversion features whereby the note holder could convert the principal amount of the loan, $100,000, together with accrued interest at the rate of 6% per annum, into shares of our Series B Convertible, Voting, Preferred stock at the conversion rate of $0.20 per share. 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, including salaries to our executive officers. Provided 3^rd Eye Cam continues to grow in accordance with management’s projections, we expect to be able to rely on profitable operations to fund our operating expenses and avoid future need for loans from shareholders or insiders.

 

Although Concierge executive management is continuing to provide services to the Company for the near term without cash compensation, we may still require additional funding to realize the business objectives of the Company. Our new focus on mobile incident reporting and digital DVR camera sales by Wireless Village may require more working capital to expand their market presence and to purchase additional inventory in the short term. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. In the event financing is not completed, liquidity will depend upon increased operating profits from the existing infrastructure. In the event we are unable to raise working capital through inventory financing, we are reliant on the current profits to increase or our reserve funds will be exhausted at some point and continued growth may be negatively impacted.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

The Company is a smaller reporting company and is not required to provide the information required by this item.

 

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 are designed to provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms. Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. 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

 

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, 2011.

 

Item 1A. Risk Factors.

 

The Company is a smaller reporting company and is not required to provide the information required by this item.

 

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

 

The Company has not sold any unregistered equity securities for the period ending September 30, 2011.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. (Removed and Reserved).

 

Item 5. Other Information

 

As of November 1, 2011, there remain two (2) vacant positions on the Board of Directors of Concierge Technologies, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Item 6. Exhibits

 

The following exhibits are filed, by incorporation and 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.+
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-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.

 

 

 

 

 

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 xx, 2011

CONCIERGE TECHNOLOGIES, INC.

 

 

By :              /s/ David W. Neibert                     

David W. Neibert, Chief Executive Officer