Attached files
| file | filename |
|---|---|
| EX-32 - CONCIERGE TECHNOLOGIES INC | ex321.htm |
| EX-31 - CONCIERGE TECHNOLOGIES INC | ex311.htm |
| EX-31 - CONCIERGE TECHNOLOGIES INC | ex312.htm |
| EX-32 - CONCIERGE TECHNOLOGIES INC | ex322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 10-K
_________________
þ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: June 30, 2012
or
o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Concierge Technologies, Inc.
(Exact name of registrant as specified in its charter)
_________________
| Nevada | 333-38838 | 95-4442384 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation or Organization) | File Number) | Identification No.) |
29115 Valley Center Rd. #K-206
Valley Center, CA 92082
(Address of Principal Executive Offices) (Zip Code)
866-800-2978
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock,
$0.001 par value
_________________
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
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. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $3,562,791 computed by reference to the $0.02 average of the bid and asked price of the Company's Common Stock on September 17, 2012.
Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in the Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED
IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
(APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 233,667,610 shares of Common Stock, $0.001 par value, and 206,186 shares of Series A Convertible, Voting, Preferred Stock, and 273,333 Series B Convertible, Voting, Preferred Stock on September 17, 2012. Series A Preferred stock is convertible, under certain conditions, to 5 shares of common stock for each share of Series A Preferred stock. Each share of Series A Preferred stock votes as 5 shares of common stock. Series B Preferred stock is convertible, under certain conditions, to 20 shares of common stock for each share of Series B Preferred stock. Each share of Series B Preferred stock votes as 20 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Transitional Small Business Disclosure Format (check one): Yes o No þ
| PART I | |
| Item 1. Business | 1 |
| Item 1A Not Applicable | |
| Item 1B Unresolved Staff Comments: None | |
| Item 2. Properties | 2 |
| Item 3. Legal Proceedings | 2 |
| Item 4. Mine Safety Disclosures: None Required | 2 |
| PART II | |
| Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 3 |
| Item 6. NA | |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | 4 |
| Item 7A. None Required | |
| Item 8. Financial Statements and Supplementary Data | 5 |
| Consolidated Balance Sheets | 7 |
| Consolidated Statements of Operations | 8 |
| Consolidated Statements of Cash Flows | 9 |
| Consolidated Statements of Stockholders' Deficiency | 10 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 15 |
| Item 9A. Controls and Procedures | 15 |
| PART III | |
| Item 10. Directors and Executive Officers and Corporate Governance | 16 |
| Item 11. Executive Compensation | 18 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | 19 |
| Item 13. Certain Relationships and Related Transactions and Director Independence | 19 |
| Item 14. Principal Accountant Fees and Services | 20 |
| PART IV | |
| Item 15. Exhibits, Financial Statement Schedules | 21 |
| Signatures | 22 |
PART I
ITEM 1. BUSINESS
Business Development
Concierge Technologies, Inc. was incorporated in California on August 18, 1993 as "Fanfest, Inc." On August 29, 1995 its name was changed to Starfest, Inc., and on March 20, 2002 its name was changed to “Concierge Technologies, Inc.”
Pursuant to a Stock Purchase Agreement (the "Purchase Agreement") dated March 6, 2000 between MAS Capital, Inc., an Indiana corporation, the controlling shareholder of MAS Acquisition XX Corp. ("MAS XX"), an Indiana corporation, and Starfest, approximately 96.83 percent (8,250,000 shares) of the outstanding shares of common stock of MAS Acquisition XX Corp. were exchanged for $100,000 and 150,000 shares of common stock of Starfest in a transaction in which Starfest became the parent corporation of MAS XX.
At the time of this transaction, the market price of Starfest's common stock was $1.50 bid at closing on March 7, 2000 on the OTC Bulletin Board. Accordingly, the consideration Starfest paid for the 96.83 percent interest was valued at $325,000. Concierge loaned to Starfest the $100,000 cash portion of the consideration evidenced by a no-interest, demand note. Michael Huemmer, the president of Starfest, loaned to Starfest the 150,000 shares of common stock of Starfest that was the stock portion of the consideration.
Upon execution of the Purchase Agreement and the subsequent delivery of $100,000 cash and 150,000 shares of common stock of Starfest on March 7, 2000, to MAS Capital Inc., pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission, Starfest became the successor issuer to MAS Acquisition XX Corp. for reporting purposes under the Securities and Exchange Act of 1934 and elected to report under the Act effective March 7, 2000.
MAS XX had no business, no assets, and no liabilities at the time of the transaction. Starfest entered into the transaction solely for the purpose of becoming the successor issuer to MAS Acquisition XX Corp. for reporting purposes under the 1934 Exchange Act. Prior to this transaction, Starfest was preparing to register its common stock with the Commission in order to avoid being delisted by the OTC Bulletin Board. By engaging in the Rule 12g-3(a) transaction, Starfest avoided the possibility that its planned registration statement with the Commission would not be fully reviewed by the Commission's staff before an April 2000 deadline, which would result in Starfest's common stock being delisted on the OTC Bulletin Board.
An agreement of merger was entered into between Starfest and Concierge, Inc., a Nevada corporation, on January 26, 2000. The proposed merger was submitted to the shareholders of each of Starfest and Concierge pursuant to a Form S-4 Prospectus-Proxy Statement filed with the Commission.
As described in Starfest’s Form 8-K filed on April 2, 2002 with the Commission (Commission File No. 000-29913), the shareholders of Starfest and Concierge did approve the merger, and the merger was legally effected on March 20, 2002.
Pursuant to the agreement of merger between Starfest and Concierge,
| • | Starfest was the surviving corporation, |
| • | The shareholders of Concierge received pro rata for their shares of common stock of Concierge, 99,957,713 shares of common stock of Starfest in the merger, and all shares of capital stock of Concierge were cancelled, |
| • | The fiscal year-end of the corporation was changed to June 30, |
| • | The officers and directors of Concierge became the officers and directors of Starfest, and |
| • | The name of Starfest was changed to "Concierge Technologies, Inc." |
Our Business
Concierge, through its majority owned operating subsidiary named Wireless Village, is in the business of importing, selling, distributing and installing high-definition digital video recorders with GPS mapping, audio recording, wireless broadcasting, playback and security features as conceptualized to provide historical records of vehicle driving behavior and mobile incidents. Concierge, through its wholly owned subsidiary Planet Halo, is engaged in new product research and development related to mobile incident reporting with the intent to develop, license, trademark and/or manufacture leading edge products within the industry.
On May 5, 2004 we acquired all of the outstanding and issued shares of Planet Halo, a privately held Nevada corporation.
On June 5, 2007 Planet Halo launched its first wireless broadband network designed for subscription access to the Internet. The second such network was completed in Ventura, California during the 2007-2008 fiscal year. Planet Halo continued to operate and expand the subscriber base until encountering insurmountable competition from disruptive technologies. The wireless business was discontinued during the fiscal year ended June 30, 2011 and a transition was made to research and development activities for in-vehicle video recording devices.
On January 23, 2008 we acquired all of the outstanding and issued shares of Wireless Village, a privately held Nevada corporation based in Cleveland, Ohio. Wireless Village’s assets include computer hardware, software, domain names, existing radio site infrastructure, and expertise in designing, operating, managing and maintaining wireless and wired networks, including video security systems. Wireless Village began transitioning to the business of mobile incident reporting, or “black box” technology, for vehicles during the fiscal year ended June 30, 2010. During September 2010 Wireless Village offered three knowledgeable individuals, a product manufacturer, and an industry lobbyist an equity stake in the company in exchange for providing their services and expertise, along with a potential client list, exclusively to Wireless Village. Accordingly, on October 8, 2010, Concierge Technologies conveyed approximately 49% of its equity in Wireless Village, in the aggregate, to the aforementioned group. As a result the focus of Wireless Village has been redirected to the business of mobile incident reporting technology and sales through the present time. A fictitious business name of 3rd Eye Cam was adopted and filed in the State of Nevada. The company currently operates from leased offices in South San Francisco, CA.
Governmental Approval of Principal Products
No governmental approval is required in the U.S. for Concierge's products.
Government Regulations
There are no governmental regulations in the U.S. that apply to Concierge's sale of video devices, and no specific license or approvals are required, with the exception of adoption by local industry associations or municipalities on a case-by-case basis of the Wireless Village devices meeting suitability for purpose standards.
Dependence on Major Customers and Suppliers
Concierge is currently dependent upon its major supplier to continue to supply the video products at quantities and prices as necessary to meet market demands. Concierge, through Wireless Village and Planet Halo, does not expect to be reliant on a major customer, or group of customers, to meet its business objects for the foreseeable future.
Seasonality
There should be no seasonal aspect to Concierge’s business.
Research and Development
Concierge expended approximately $8,000 on research and development in 2012.
Environmental Controls
Concierge is subject to no environmental controls or restrictions that require the outlay of capital or the obtaining of a permit in order to engage in business.
Patents, Trademarks, Copyrights and Intellectual Property
Concierge has trademarked its Personal Communications Attendant. It has no patents on the product. Planet Halo has trademarked the names “Halo”, “Halomail”, and “Planet Halo”.
Number of Employees
On June 30, 2012, we employed no persons full time and relied on independent sales personnel, commissioned agents and contractors to perform required sales exercises.
ITEM 2. PROPERTIES
We own no plants or real property.
Facilities
Our office facilities for Concierge Technologies and our subsidiary Planet Halo are housed by our Chief Executive Officer, David Neibert, whose mailing address is 29115 Valley Center Rd., K-206, Valley Center, CA 92082. Our majority owned subsidiary, Wireless Village/dba 3rd Eye Cam, is operated from leased office space at 31 Airport Blvd., Suite G2, South San Francisco, CA 94080
ITEM 3. LEGAL PROCEEDINGS
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, our company, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus interest and legal fees. Concierge did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of its investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc. that 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 its investment, which Concierge was unable to provide.
On May 16, 2012 Alliance Wireless Technologies, Inc. threatened legal action against Concierge Technologies, Planet Halo and Wireless Village alleging a trademark infringement concerning the name “3rd Eye Cam” in use by Wireless Village. As of July 10, 2012 discussions between Alliance Wireless Technologies and Wireless Village have been ongoing in negotiation of a suitable resolution. As of September 17, 2012, it is the opinion of management that the matter will be settled with little, or insignificant, financial impact to Concierge or its subsidiaries.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to shareholders for a vote for the fiscal year ended June 30, 2012.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock presently trades on the OTC Bulletin Board. The high and low bid prices, as reported by the OTC Bulletin Board, are as follows for fiscal years ended June 30, 2011 and 2012. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
| High | Low | |||||||||||
| Calendar 2010 | ||||||||||||
| 3rd Qtr | 0.0045 | 0.0020 | ||||||||||
| 4th Qtr | 0.0030 | - | ||||||||||
| Calendar 2011 | ||||||||||||
| 1st Qtr | 0.0200 | 0.0013 | ||||||||||
| 2nd Qtr | 0.0160 | 0.0060 | ||||||||||
| 3rd Qtr | 0.0100 | 0.0020 | ||||||||||
| 4th Qtr | 0.0120 | 0.0030 | ||||||||||
| Calendar 2011 | ||||||||||||
| 1st Qtr | 0.0140 | 0.0040 | ||||||||||
| 2nd Qtr | 0.0150 | 0.0025 | ||||||||||
Holders
On June 30, 2012 there were approximately 350 holders of record of our common stock.
Dividends
We have had no earnings and have declared no dividends on our capital stock. Under Nevada law, a company - such as our company - can pay dividends only
| • | from retained earnings, or |
| • | if after the dividend is made, |
| • | its tangible assets would equal at least 11/4 times its liabilities, and |
| • | its current assets would at least equal its current liabilities, or |
| • | if the average of its earnings before income taxes and before interest expenses for the last two years was less than the average of its interest expenses for the last two years, then its current assets must be equal to at least 11/4 times its current liabilities. |
The directors' strategy on dividends is to declare and pay dividends only from retained earnings and when the directors deem it prudent and in the best interests of the company to declare and pay dividends.
Penny Stock Regulations
Our common stock trades on the OTC Bulletin Board at a price less than $5 a share and is subject to the rules governing "penny stocks."
A "penny stock" is any stock that:
| • | sells for less than $5 a share. |
| • | is not listed on an exchange or authorized for quotation on The Nasdaq Stock Market, and |
| • | is not a stock of a "substantial issuer." We are not now a "substantial issuer" and cannot become one until we have net tangible assets of at least $2 million. |
There are statutes and regulations of the Securities and Exchange Commission (the "Commission") that impose a strict regimen on brokers that recommend penny stocks.
The Penny Stock Suitability Rule
Before a broker-dealer can recommend and sell a penny stock to a new customer who is not an institutional accredited investor, the broker-dealer must obtain from the customer information concerning the person's financial situation, investment experience and investment objectives. Then, the broker-dealer must "reasonably determine" (1) that transactions in penny stocks are suitable for the person and (2) that the person, or his advisor, is capable of evaluating the risks in penny stocks.
After making this determination, the broker-dealer must furnish the customer with a written statement setting forth the basis for this suitability determination. The customer must sign and date a copy of the written statement and return it to the broker-dealer.
Finally the broker-dealer must also obtain from the customer a written agreement to purchase the penny stock, identifying the stock and the number of shares to be purchased.
The above exercise delays a proposed transaction. It causes many broker-dealer firms to adopt a policy of not allowing their representatives to recommend penny stocks to their customers.
The Penny Stock Suitability Rule, described above, and the Penny Stock Disclosure Rule, described below, do not apply to the following:
| • | transactions not recommended by the broker-dealer, |
| • | sales to institutional accredited investors, |
| • | transactions in which the customer is a director, officer, general partner, or direct or indirect beneficial owner of more than 5 percent of any class of equity security of the issuer of the penny stock that is the subject of the transaction, and |
| • | transactions in penny stocks by broker-dealers whose income from penny stock activities does not exceed five percent of their total income during certain defined periods. |
The Penny Stock Disclosure Rule
Another Commission rule - the Penny stock Disclosure Rule - requires a broker-dealer, who recommends the sale of a penny stock to a customer in a transaction not exempt from the suitability rule described above, to furnish the customer with a "risk disclosure document." This document is set forth in a federal regulation and contains the following information:
| • | A statement that penny stocks can be very risky, that investors often cannot sell a penny stock back to the dealer that sold them the stock, |
| • | A warning that salespersons of penny stocks are not impartial advisers but are paid to sell the stock, |
| • | The statement that federal law requires the salesperson to tell the potential investor in a penny stock - |
| • | the "offer" and the "bid" on the stock, and |
| • | the compensation the salesperson and his firm will receive for the trade, |
| • | An explanation that the offer price and the bid price are the wholesale prices at which dealers are willing to sell and buy the stock from other dealers, and that in its trade with a customer the dealer may add a retail charge to these wholesale prices, |
| • | A warning that a large spread between the bid and the offer price can make the resale of the stock very costly, |
| • | Telephone numbers a person can call if he or she is a victim of fraud, |
| • | Admonitions - |
| • | to use caution when investing in penny stocks, |
| • | to understand the risky nature of penny stocks, |
| • | to know the brokerage firm and the salespeople with whom one is dealing, and |
| • | to be cautious if ones salesperson leaves the firm. |
Finally, the customer must be furnished with a monthly statement including prescribed information relating to market and price information concerning the penny stocks held in the customer's account.
Effects of the Rule
The above penny stock regulatory scheme is a response by the Congress and the Commission to known abuses in the telemarketing of low-priced securities by "boiler shop" operators. The scheme imposes market impediments on the sale and trading of penny stocks. It has a limiting effect on a stockholder's ability to resell a penny stock.
Our shares likely will trade below $5 a share on the OTC Bulletin Board and be, for some time at least, shares of a "penny stock" subject to the trading market impediments described above.
Recent Sales of Unregistered Securities; Outstanding Stock Options
Our company did not sell any shares of its common stock during the last three years, however on November 5, 2010 Allen E. Kahn, a director of the Company, was issued 6,083,333 shares of unregistered common stock as a repayment for his personal share holdings of equal amount that were conveyed to others in exchange for services provided to the Company. The Company received no cash compensation for issuance of these shares.
Our company sold the following shares of its Series B Convertible, Voting, Preferred Stock during the last three years without registering the shares. Each share of Series B Convertible, Voting, Preferred Stock is convertible into 20 shares of common stock and carries a vote equal to 20 shares of common stock in all matters brought before the shareholders for vote.
| Date | No. of Shares | Shareholder | Type of Consideration | Value of Consideration |
| 11/16/09 | 600,000 | Ace Ventures, LLC | Cash | $30,000 |
| 11/9/10 | 40,000 | Gonzalez & Kim | Services, Loan Fee | $20,000 |
All of the above sales were made pursuant to the exemption from registration provided by the Commission’s Regulation D, Rule 506. All purchasers were either accredited investors or, if not, were provided copies of the company’s recent filings with the Commission including financial statements meeting the requirements of the Commission’s Item 310 of Regulation S-B. All purchasers were provided the opportunity to ask questions of Concierge’s management.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Some of the information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report includes forward-looking statements based on our current management’s expectations. There can be no assurance that actual results, outcomes or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including, among others, our limited operating history, unpredictability of future operating results, competitive pressures and the other potential risks and uncertainties.
The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere. See "Financial Statements."
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 year ending June 30, 2012, we had no wireless internet revenues and had terminated all agreements with suppliers of leased telecom lines and site leases. For the years ending June 30, 2012 and 2011, subscription sales for Planet Halo were recorded as $0 and $885 respectively, whereas the subscription sales for Wireless Village for the same periods were both $0. Total subscription sales were therefore $0 and $885 respectively, demonstrating the discontinuation of the service. Planet Halo sold one camera to a shareholder for $200 plus $15 in shipping costs for the year ended June 30, 2012. There were no hardware sales for the year ending June 30, 2011
Since September 2010, Wireless Village 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 shipped to the end user, and the collectability was reasonably assured. Support services, not including sales of the mobile camera product, for the years ending June 30, 2012 and 2011 were recorded as $448 and $20,892 respectively, the decrease due to the discontinuation of support services performed from the Cleveland office during the current fiscal year. Hardware sales for Wireless Village, including cameras, were recorded as $2,431,114 for the year ending June 30, 2012 and $922,415 for the year ending June 30, 2011, a substantial increase over the gross amount for the same period of 2011 attributed to an increase in sales of camera devices due to enhanced marketing efforts and a favorable regulatory environment. Web hosting services for the years ending June 30, 2012 and 2011, although discontinued by the year ending June 30, 2011, were recorded as $0 and $1,548 respectively. Other income for the year ending June 30, 2012 is comprised of recovered shipping expenses charged to Wireless Village customers of $13,172, and a downwards adjustment for calculated sales tax liability to the state of California in the amount of $39,972 for an aggregate total of $53,144 compared to the year ending June 30, 2011 of $5,130. The increase in shipping income, $8,042, or 157%, is a result of increased hardware sales and the associated shipping subject to recovery. Accounts receivable net allowance for doubtful accounts of 12,486 and $0 respectively. at June 30, 2012 and June 30, 2011 were recorded at $264,309 and $41,688 respectively, a significant increase due to a large order allowed to pay over time, and increased camera sales orders in general. The receipt of payment in relation to the period ending, not an increase in account receivable aging, resulted in the heightened accounts receivable. The overall aging of accounts or the risk of collection has not been affected.
Overall, consolidated net revenues of $2,431,687 for the year ending June 30, 2012 were up $1,485,946 from $945,741 for the year ending June 30, 2011, an increase of 157%, reflecting the increasing sales revenues of camera hardware throughout the current twelve-month period. Cost of revenues for the years ending June 30, 2012 and 2011 were $1,372,723 and $586,133 respectively, representing an increase in gross profit of approximately 6%. The increase in cost of revenue for the year ending June 30, 2012 over the period ending June 30, 2011 is in proportion to the increase in hardware sales for the comparison periods. The amount of revenues derived from service sales, $448, is insignificant and has been consolidated into overall total revenues.
Wireless Village, a Nevada corporation, established status as a foreign corporation in California on July 22, 2011, and therefore was not subject to sales and use tax before that date due to lack of status. Nonetheless, Wireless Village recorded a sales tax liability estimated from gross sales receipts for the business conducted in California. For the period ending June 30, 2012, the amount of tax liability was adjusted downwards from $99,484 as of December 31, 2011 to $59,512 after segregating the California business from business conducted outside of the state and thus not subject to California sales tax. The difference of $39,972, included as an adjustment in other income for Wireless Village, was included separately in Other Income on the Condensed Consolidated Statements of Operations.
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 Series B Convertible, Voting, Preferred stock could then be further converted to common stock at a ratio of 1:20 after being held for a minimum period of 270 days from the date of issuance. The result of the conversion to common stock would be the issuance of 10,000,000 shares with a fair market value set at the date of the debenture at $0.025 creating a beneficial conversion feature to the debenture equal to $100,000. The cost of the beneficial conversion feature is being amortized over the life of the debenture, two years, and totaled $50,068 for the year ending June 30, 2012 and $40,492 for the year ending June 30, 2011.
Plan of Operation for the Next Twelve Months
Our plan of operation for the next twelve months is to expand the sales and marketing effort of Wireless Village through implementation of distribution channels and addition of new products, including a branding and promotion of a proprietary product offering. Additionally, we intend to approach the consumer electronics market with a lower-cost version of the in-vehicle recording device. For the present time, Planet Halo will serve as a new product research and development firm with a focus on sourcing new technologies and/or devices synergistic to the business of Wireless Village and the industry of fleet management in general. By these initiatives we hope to:
| · | continue to gain market share in the field of mobile incident reporting |
| · | increase our gross revenues, |
| · | lower our operating costs by unburdening certain selling expenses to third party distributors, |
| · | source and retain staff experienced in the field of video surveillance equipment sales and purchasing, |
| · | develop revenues and profitability for Planet Halo in licensing and distribution fees |
| · | have sufficient cash reserves to pay down accrued expenses |
| · | attract partners in related fields of software development to participate in consolidated product bundling and service offerings |
Liquidity
In prior years our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. 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 eliminate aging commercial and vendor accounts accrued from prior years.
During the current fiscal year we have increased our revenues and profits and have been able to pay our contractors, commissioned sales people, advisors and vendors as remittance has become due. Management believes that, through execution of our current business plan, the Company will be able to continue to pay its financial obligations and to begin reduction of its accrued liabilities in the coming fiscal year.
Although our senior management and board of directors of Concierge Technologies are continuing to provide services to the Company for the near term without cash compensation, we have no assurances that will continue to be the case or that adequate compensation can be arranged to secure their continued services. Directors of the subsidiary company, Wireless Village, are paid for their related operational responsibilities however receive no compensation for their duties as directors or officers of the company.
Off-Balance Sheet Arrangements
As of September 17, 2012, our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have
| · | an obligation under a guarantee contract, |
| · | a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets, |
| · | an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or |
| · | an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with, us. |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the company appear as follows:
| Report of Independent Registered Public Accounting Firm | 13 | |
| Consolidated Balance Sheets, as of June 30, 2012 and 2011 | 14 | |
| Consolidated Statements of Operations, Years Ended June 30, 2012 and 2011 | 15 | |
| Statements of Changes in Stockholders' Deficit, June 30, 2010 to June 30, 2012 | 16 | |
| Consolidated Statements of Cash Flows, Years Ended June 30, 2012 and 2011 | 17 | |
| Notes to Consolidated Financial Statements | 18 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Concierge Technologies, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Concierge Technologies, Inc. and Subsidiaries (the “Company”) as of June 30, 2012 and 2011, and the related statements of operations, stockholders' equity, and cash flows for each of the years in the two-year period ended June 30, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Concierge Technologies, Inc. and Subsidiaries as of June 30, 2012 and June 30, 2011, and the consolidated results of its operations and cash flows for each of the years in the two-year period ended June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has incurred cumulative losses of $4,668,865. This factor along with those discussed in Note 4 to the financial statements, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kabani & Company, Inc.
Certified Public Accountants
Los Angeles, California
October 15, 2012
The accompanying notes are an integral part of these consolidated financial statements.
* 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 consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated 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.
| NOTE | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.
Allowance for Doubtful Debts
The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determined that an allowance of $12,486 and $0 was necessary for the years ended June 30, 2012 and 2011, respectively.
Inventory
Inventories are valued at the lower of cost (determined on a FIFO basis) or market. Inventories include product cost, inbound freight and warehousing costs. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventories to their market value, if lower.
Property and Equipment
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over an estimated useful life of three years.
| Impairment of Long-Lived Assets |
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Fair Value of Financial Instruments
The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, and accounts payable.
The three levels are defined as follows:
| Level | 1: Quoted prices in active markets for identical assets or liabilities. |
| Level | 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level | 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.
Revenue Recognition
Revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist, and collectability is reasonably assured.
Share-based Compensation
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the applicable vesting period of the stock award (generally four to five years) using the straight-line method.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.
Recent Accounting Pronouncements
In December 2011, the FASB issued guidance on offsetting (netting) assets and liabilities. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January 1, 2013.
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 was 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 became effective for us beginning January 1, 2012.
NOTE 3 BASIC AND DILUTED NET LOSS PER SHARES
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.
NOTE 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. The Company has an accumulated deficit of $4,668,865 as of June 30 2012, including a net income of $75,487 during the year ended June 30, 2012. The historical losses have adversely affected the liquidity of the Company. The current yearly operations resulted in a net income, and although losses were 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, manage the interests of the minority shareholders in Wireless Village, continue product research and development efforts, and successfully compete for customers.
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 June 30, 2012, 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 (iv) 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 5 PROPERTY AND EQUIPMENT
Property and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extends the life of property and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred. Property and equipment are being depreciated and amortized on the straight-line basis over the following estimated useful lives
| Estimated Useful Lives | ||
| Furniture & Office Equipment | Three Years | |
| Network Hardware & Software | Three Years | |
| Site Installation Materials | Three Years |
As of June 30, 2012 and June 30, 2011, property and equipment consisted of the following:
| June 30, | June 30, | |||||||
| 2012 | 2011 | |||||||
| Furniture & Office Equipment | $ | 26,852 | $ | 26,852 | ||||
| Network Hardware & Software | 55,254 | 48,975 | ||||||
| Site Installation Materials | 1,813 | 1,813 | ||||||
| Total Fixed Assets | 83,919 | 77,622 | ||||||
| Accumulated Depreciation | (77,120 | ) | (75,316 | ) | ||||
| Total Fixed Assets, Net | $ | 6,799 | $ | 2,306 | ||||
Depreciation expense amounted to $1,804 and $4,275 for the years then ended June 30, 2012 and 2011, respectively.
NOTE 6. RELATED PARTY TRANSACTIONS
Due from Related Party
Notes receivable to related party is comprised of two notes of $5,000 each. The principal of these notes were due and payable on or before May 1, 2012. The notes are unsecured and non-interest bearing until maturity, after which time interest is calculated at 10% per annum. Total interest due as of June 30, 2012 was $84.
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 June 30, 2012, The Wallen Group was owed $1,612 by the Company. The amount of the advancement is non-interest bearing, unsecured, and due on demand.
As of June 30, 2012, the Company has accounts payable to a related party in the amount of $75,450 related to hardware purchases from 3rd 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:
| June 30, 2012 | 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 | ||
| 150,000 | 150,000 |
Long-term related party notes payable consist of the following:
| June 30, 2012 | June 30, 2011 | |||
| Notes payable to shareholder, noninterest-bearing, unsecured and payable on or before May 19, 2012 | - | 40,000 | ||
| Notes payable to shareholder, interest rate of 3%, unsecured and payable on April 1, 2014 | 20,000 | - | ||
| $ | 20,000 | $ | 40,000 |
Interest expense for the years ended June 30, 2012 and 2011 amounted to $37,821 and $63,559, respectively.
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 Series B Convertible, Voting, Preferred
stock could then be further converted to common stock at a ratio of 1:20 after being held for a minimum period of 270 days from
the date of issuance. The result of the conversion to common stock would be the issuance of 10,000,000 shares with a fair market
value set at the date of the debenture at $0.025 creating a beneficial conversion feature to the debenture equal to $100,000.
The cost of the beneficial conversion feature is being amortized over the 2-year life of the debenture and is listed on the Statement
of Operations as “Beneficial conversion feature expense”. A total of $50,068 and $40,492 was amortized for the years
ended June 30, 2012 and 2011. A total of $90,560 has been amortized since inception with the remaining $9,440 to be fully amortized
by the maturity date on September 8, 2012.
During October 2011, Wireless Village entered into an inventory financing agreement with a foreign corporation, who is also a shareholder of Concierge, for the purpose of short-term funding of inventory purchases. As of June 30, 2012, the principal and all related accrued interest had been repaid in full. Included in interest expense for the year ended June 30, 2012 was $9,693 related to this inventory financing with the remainder of $28,128 being comprised of accrued interest on related party loans, including the convertible debenture noted above. Wireless Village had no such financing arrangement in place for the year ended June 30, 2011 and thus no interest was due or accrued as of June 30, 2011 for Wireless Village.
| NOTE | 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Accounts payable and accrued expenses consisted of the following:
| June 30, 2012 | June 30, 2011 | |||||||
| Accounts payable | $ | 110,283 | $ | 160,204 | ||||
| Tax reserve | 94,595 | 85,359 | ||||||
| Accrued judgment | 135,000 | 135,000 | ||||||
| Accrued interest | 91,973 | 124,483 | ||||||
| Auditing | 24,500 | 37,500 | ||||||
| Total | $ | 456,352 | $ | 542,546 | ||||
| NOTE | 8. 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, based upon the market value of our common stock of $0.025 as of the date of the debenture, which will be amortized over the term of the convertible debenture. At June 30, 2012, the unamortized debt issuance cost amounted to $1,888.
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 was recorded as noncontrolling interest of subsidiary.
Preferred Stock Converted to Shares of Common Stock
A holder of 390,000 shares of Series A Convertible, Voting, Preferred stock exercised the conversion rights afforded that class of stock and, pursuant to those provisions, surrendered the Series A shares at a ratio of 1:5 in exchange for 1,950,000 shares of common stock. After conversion, there were 206,186 shares of Series A Preferred stock and 235,617,610 shares of common stock issued and outstanding.
| NOTE | 9. SUPPLEMENTAL DISCLOSURE OF CASH FLOWS |
The Company prepares its statements of cash flows using the indirect method. During the twelve months ended June 30, 2012 and 2011 the Company did not pay any interest or income taxes apart from the $9,693 paid by Wireless Village for interest charges related to inventory financing.
| NOTE | 10. INCOME TAXES |
Income tax for the years ended June 30, 2012 and 2011 is summarized as follows:
| 2012 | 2011 | |||||||
| Current tax, net | $ | 800 | $ | 800 | ||||
| Deferred (tax)/ benefit | (115,115 | ) | 137,428 | |||||
| Change in valuation allowance | 115,115 | (137,428 | ) | |||||
| Income tax expense | $ | 800 | $ | 800 | ||||
Through June 30, 2011, the Company incurred net operating losses for tax purposes of approximately $4,784,844, which was reduced to $4,597,192 due to taxable income earned for the year ended June 30, 2012 amounting to $187,652. The net operating loss carryforward for federal and state purposes may be used to reduce taxable income through the year 2031 and 2021, respectively.
The gross deferred tax asset balance as of June 30, 2012 is approximately $1,798,823 after utilization of the amount of $115,115 against taxes computed on taxable income for the year ended June 30, 2012. A 100% valuation allowance has been established against the deferred tax assets, as the utilization of the loss carry forward cannot be reasonably assured. Components of the deferred tax assets are limited to the Company's net operating loss carryforwards, and are presented as follows at June 30:
| 2012 | 2011 | |||||||
| Deferred tax assets (liabilities): | ||||||||
| Net operating loss carryforwards | $ | 4,597,192 | $ | 4,784,844 | ||||
| Deferred tax assets, net | 1,798,823 | 1,913,938 | ||||||
| Valuation allowance | (1,798,823 | ) | (1,913,938 | ) | ||||
| Net deferred tax assets | $ | — | $ | — | ||||
Differences between the benefit from income taxes and income taxes at the statutory federal income tax rate are as follows for the years ended June 30:
| 2012 | 2011 | |||||||||||||||
| Amount | Rate | Amount | Rate | |||||||||||||
| Tax expense (benefit) at federal statutory rate | $ | 80,825 | 34.0 | % | $ | (130,582 | ) | -34.0 | % | |||||||
| State taxes, net of federal benefit | 14,263 | 6.0 | % | (23,043 | ) | -6.1 | % | |||||||||
| Beneficial conversion expense | 20,027 | 8.4 | % | 16,197 | 4.2 | % | ||||||||||
| Minimum franchise tax | (800 | ) | 0.0 | % | (800 | ) | 0.0 | % | ||||||||
| Change in valuation allowance | (115,115 | ) | -48.4 | % | 137,428 | 35.9 | % | |||||||||
| Tax expense at actual rate | $ | (800 | ) | 0.0 | % | $ | (800 | ) | 0.0 | % | ||||||
| NOTE | 11. 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 increased from $762 to $800 starting on December 1, 2011. All other terms of the agreement remained the same.
Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Rent expense amounted to $24,349 and $13,972 for the years ended June 30, 2012 and 2011, 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 has accrued the amount of $135,000 in the accompanying financial statements as accrued expenses as of June 30, 2012.
As of June 30, 2012 discussions and negotiations were continuing with Alliance Wireless Technologies, Inc. who was claiming a trademark infringement against Concierge Technologies, Wireless Village and Planet Halo for alleged unauthorized use of their registered trademark for the name “3rd Eye”. Concierge Technologies and Planet Halo have removed the name reference to “3rd Eye Cam” from their websites and Wireless Village is taking steps to transition to a new fictitious business name of “Janus Cam” as well as re-branding their product such that “3rd Eye Cam” is removed from use in the marketplace. Management believes that these and other similar actions will successfully settle the dispute with little or no significant financial impact to the companies.
| NOTE | 12. SUBSEQUENT EVENTS |
On August 27, 2012 the Company entered into a Memorandum of Understanding with the minority shareholders of Wireless Village which set forth the terms and conditions under which the Company would agree to purchase, and the minority shareholders would agree to sell, those shares in Wireless Village not currently held by Concierge. The proposed transaction, if concluded, would be consummated in a stock-for-stock exchange wherein the minority shareholders of Wireless Village would receive shares of Series B Convertible, Voting, Preferred stock in exchange for their shares of common stock in Wireless Village. The proposed transaction is subject to the satisfaction of the conditions precedent in the Memorandum of Understanding, execution of definitive documentation, regulatory approval and other such steps as are usual and customary in transactions of this nature. As of September 17, 2012 the transaction is progressing forward but remains uncompleted.
On September 7, 2012 the Company received a request from Gonzalez & Kim, holders of a convertible debenture in the amount of $100,000, to convert the total amount of principal plus accrued interest to equity pursuant to the terms of the debenture. The conversion feature provides for the Company to repay the debt by issuance of 560,000 shares of its Series B Convertible, Voting, Preferred stock. As of September 17, 2012 the shares remain unissued; however the steps necessary to complete the transaction had been authorized and were in process.
| ITEM | 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
The principal independent accountant of the company or any significant subsidiary has not resigned, declined to stand for re-election, or been dismissed by the company during the periods for which financial statements are included herein.
| ITEM | 9A. 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.
Internal control over financial reporting
Management’s annual report on internal control over financial reporting. The registrant’s management recognizes its responsibility for establishing and maintaining adequate internal control over financial reporting for the registrant. Currently, the primary responsibility of the registrant is providing oversight control over its subsidiary operations which, in turn, are managed by their respective boards of directors who are appointed by the registrant for each of the subsidiaries. All debit and credit transactions with the company’s bank accounts, including those of the subsidiary companies, are reviewed by the officers as well as all communications with the company’s creditors. The directors of the subsidiary companies, which include representatives of the registrant, meet frequently – as often as weekly – to discuss and review the financial status of the company and all developments. All filings of reports with the Commission are reviewed before filing by all directors.
Management assesses the company’s control over financial reporting at the end of its most recent fiscal year to be effective. It detects no material weaknesses in the company’s internal control over financial reporting.
This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Commission rules that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the names, and terms of office of each of the directors, executive officers and significant employees of Concierge Technologies at June 30, 2011 and a description of the business experience of each. Two positions remain vacant on the Board.
Person |
Offices |
Office Held Since |
Term of Office |
| David W. Neibert | C.E.O. and Director | 2007 | 2012 |
| James E. Kirk | Secretary and Director | 1996 | 2012 |
| Samuel Wu | Director | 2002 | 2012 |
| Allen E. Kahn | Chairman, CFO and Director | 1996 | 2012 |
| Patrick Flaherty | Director | 2002 | 2012 |
Allen E. Kahn: Mr. Kahn entered the computer industry as a Systems Engineer with IBM and subsequently held a series of technical, sales, marketing and management positions with other multi-billion dollar corporations before becoming President and CEO of two companies marketing data communications hardware and software. He has extensive experience in voice technology, optical character recognition, data communications and other technical elements of the PCA, which he conceived. Mr. Kahn is an honors graduate of the University of Texas at El Paso and pursued postgraduate studies in Business Administration at UTEP and California State University, Long Beach.
David W. Neibert: Mr. Neibert has been the President and a director of Concierge Technologies since June 17, 2002 and CEO of Concierge since April 2007. Mr. Neibert is also the president of The Wallen Group, a general partnership providing consulting services to wireless communications companies and other high technology firms in development stages. Prior to founding The Wallen Group, Mr. Neibert served as the president of Roamer One and as a director and executive vice president of business development of their publicly traded parent company Intek Global Corporation. Intek Global Corporation manufactured, sold and distributed radio products (under the names “Midland”, “Securicor Wireless”, “Linear Modulation Technologies”, and others) globally to the consumer, government and commercial markets and operated a nationwide land mobile radio network in the U.S. known as Roamer One. Intek Global Corporation was subsequently acquired by its majority shareholder, Securicor plc of Sutton Surrey, England. Mr. Neibert reported to offices located in Los Angeles, CA, Kansas City, MO, New York City, NY, and Sutton Surrey, England during period from 1992 – 1998 before locating The Wallen Group in Southern California.
Patrick Flaherty: Mr. Flaherty has been in the technology related business for over 30 years. During the last five years, he has been president of Manhattan Resources, a consulting company specializing in Network Communications and Storage Management. In late 1999 he became Senior Vice President of Concierge, Inc, and served in this position until March of 2002. Since April 2002, he has resumed his consulting business and was elected to the board of Concierge Technologies, Inc in September of 2002.
James E. Kirk, Esq.: Mr. Kirk is Corporate Secretary and General Counsel and has served as a Director of Concierge, Inc. since inception. He is a graduate of Wichita State University and holds LLB and JD degrees from the law school of Washburn University. Mr. Kirk is an attorney in private practice in Albuquerque, New Mexico.
Samuel C.H. Wu: With nearly 20 years of experience in engineering, banking and finance; Mr. Wu has played a pivotal role in developing and managing national and international business activity relationships for organizations in the public and private sectors. He was a senior marketing/credit officer with the Bank of America -World Banking Division in Tokyo, London and Hong Kong before founding Woodsford Shipping & Trading Co., Ltd. Under Mr. Wu's guidance, Woodsford has become a preeminent firm in the area's import/export and financial markets. He has been actively involved in the affairs of Concierge since its inception. Mr. Wu is fluent in English, Japanese and a number of Chinese dialects. He is a graduate of the University of California, Berkeley, where he received his BSEE in electronics and computer sciences and MBA. He has also taken advanced studies in manufacturing, quality assurance and community medicine.
There are no family relationships between the directors and officers. There are no significant employees of Concierge who are not described above.
Conflicts of Interest
The officers and directors of the company will not devote more than a portion of their time to the affairs of the company. There will be occasions when the time requirements of the company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the company.
The officers and directors of the company may be directors or principal shareholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions. In addition, officers and directors of the company may in the future participate in business ventures, which could be deemed to compete directly with the company. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event the company's officers or directors are involved in the management of any firm with which the company transacts business. The company's board of directors has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which management serve as officers or directors, or in which they or their family members own or hold a controlling ownership interest. Although the board of directors could elect to change this policy, the board of directors has no present intention to do so. In addition, if the company and other companies with which the company's officers and directors are affiliated both desire to take advantage of a potential business opportunity, then the board of directors has agreed that said opportunity should be available to each such company in the order in which such companies registered or became current in the filing of annual reports under the '34 Act.
The company's officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the company's officers and directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the company's officers and directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the company and the company's other shareholders, rather than their own personal pecuniary benefit.
No executive officer, director, person nominated to become a director, promoter or control person of our company has been involved in legal proceedings during the last five years such as
| • | bankruptcy, |
| • | criminal proceedings (excluding traffic violations and other minor offenses), or |
| • | proceedings permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| • | Nor has any such person been found by a court of competent jurisdiction in a civil action, or the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law. |
None of the directors holds any directorships in any company with a class of securities registered under the Exchange Act or subject to the reporting requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
Involvement in certain legal proceedings
During the past five years, none of the directors has been involved in any of the following events:
| · | A petition under the Federal bankruptcy law or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; |
| · | Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| · | Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: |
| · | Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; |
| · | Engaging in any type of business practice; or |
| · | Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; |
| · | Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; or |
| · | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated. |
| · | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Future Trading Commission has not been subsequently reversed, suspended or vacated. |
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Code of Ethics is filed as an exhibit to Form 10-KSB Annual Report for the year ended June 30, 2004 (Exhibit 14 incorporated herein by reference). We undertake to provide to any person without charge, upon request, a copy of such code of ethics. Such a request may be made by writing to the company at its address at 29115 Valley Center Rd., K-206, Valley Center, CA 92082
Corporate Governance
Security holder recommendations of candidates for the board of directors
Any shareholder may recommend candidates for the board of directors by writing to the president of our company the name or names of candidates, their home and business addresses and telephone numbers, their ages, and their business experience during at least the last five years. The recommendation must be received by the company by March 9 of any year or, alternatively, at least 60 days before any announced shareholder annual meeting.
Audit committee
We have no standing audit committee. Our directors perform the functions of an audit committee. Our limited operations make unnecessary a standing audit committee, particularly in view of the fact that we have only five directors at present. None of our directors is an audit committee financial expert, but the directors have access to consultants that can provide such expertise when such is needed.
Compliance with Section 16(a) of the Securities Exchange Act
Based solely upon a review of Forms 3 and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year and Forms 5 furnished to the company with respect to its most recent fiscal year and any written representations received by the company from persons required to file such forms, the following persons – either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act – failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year or prior fiscal years:
Name |
No. of Late Reports |
No. of Transactions Not Timely Reported |
No. of Failures to File a Required Report |
| None | 0 | 0 | 0 |
Item 11. Executive Compensation.
The following information concerns the compensation of the named executive officers for each of the last two completed fiscal years:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Bonus | Common Stock Awards |
Total |
| David Neibert, CEO | FY 2012 | 0 | 0 | 0 | 0 |
| FY 2011 | 0 | 0 | 0 | 0 | |
| Allen Kahn, Chairman and CFO | FY 2012 | 0 | 0 | 0 | 0 |
| FY 2011 | 0 | 0 | 0 | 0 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
There were no unexercised stock options, stock that has not vested, or equity incentive plan awards for any named officer outstanding at the end of the last fiscal year:
Compensation of Directors
The directors of Concierge received the following compensation in FY 2012 for their services as directors.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensa- tion ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensa- tion ($) |
Total ($) |
| David W. Neibert | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| James F. Kirk | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Samuel Wu | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Allen E. Kahn | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Patrick Flaherty | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Directors of the company receive no compensation for their services as directors.
Stock Options
During the last two fiscal years, the officers and directors of Concierge have received no Stock Options and no stock options are outstanding.
Equity Compensation Plans
We have no equity compensation plans.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The table below sets forth the ownership, as of September 28, 2011 of each individual known to management to be the beneficial owner of more than five percent of the company’s common stock(5), by all directors, and named executive officers, individually and as a group.
Name and Address of Beneficial Owner |
Amount Owned |
Percent of Class |
Allen E. Kahn 7547 W. Manchester Ave., No. 325 Los Angeles, CA 90045 |
20,850,235 | 8.6% |
Samuel C.H. Wu 1202 Tower 1, Admiralty Centre 18 Harcourt Road Hong Kong, China |
20,855,437 | 8.6% |
F. Patrick Flaherty 637 29th Street Manhattan Beach, CA 90266 |
2,100,000 (2) | 0.9% |
James E. Kirk 1401 Kirby, N.E. Albuquerque, NM 87112 |
3,383,291 | 1.4% |
David W. Neibert 29115 Valley Center Rd., #K-206 Valley Center, CA 92082 |
9,489,100 (3) | 3.9% |
Officers and Directors as a Group (5 persons) |
56,678,063 (4) |
23.41% |
| (1) | Mr. Samuel C. H. Wu is the beneficial owner of these shares and 1,620,852 shares held by Link Sense through his presence on their respective Boards of Directors. |
| (2) | Mr. Flaherty had earlier reported beneficial ownership of 1,350,710 shares originally issued to his adult children for which he now disclaims beneficial ownership. |
| (3) | Mr. Neibert’s two minor children collectively own 20,261 shares of common stock included in the calculation. |
| (4) | For purposes of calculating total shares of common stock, Series A and Series B issued shares are treated as though they have been converted into common stock thus adding a total of 242,115,200 shares for the calculation. |
There are no agreements between or among any of the shareholders that would restrict the issuance of shares in a manner that would cause any change in control of the company. There are no voting trusts, pooling arrangements or similar agreements in the place between or among any of the shareholders, nor do the shareholders anticipate the implementation of such an agreement in the near future.
Item 13. Certain Relationships and Related Transactions, AND DIRECTOR INDEPENDENCE
We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of the Board and based upon a determination that these transactions are on terms no less favorable to us than those which could be obtained by unaffiliated third parties. This policy could be terminated in the future. In addition, interested directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which approves such a transaction.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:
| Fiscal Year ended June 30, 2012 | $ | 35,000 |
| Fiscal Year ended June 30, 2011 | $ | 37,500 |
Audit-Related Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:
| Fiscal Year ended June 30, 2012 | $ | -0- |
| Fiscal Year ended June 30, 2011 | $ | -0- |
Tax Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:
| Fiscal Year ended June 30, 2012 | $ | -0- |
| Fiscal Year ended June 30, 2011 | $ | -0- |
All Other Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:
| Fiscal Year ended June 30, 2012 | $ | -0- |
| Fiscal Year ended June 30, 2011 | $ | -0- |
Pre-Approval of Audit and Non-Audit Services. The Audit Committee requires that it pre-approve all audit, review and attest services and non-audit services before such services are engaged.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Form 10-K
| Exhibit No. | Description | ||||||
| 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 | - | Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010. | |||||
| 3.1 | - | Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 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-KSB on October 13, 2004; Commission File No. 000-29913, incorporated herein. | |||||||
| +Previously filed with Form 10-KSB 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 10-30-07; Commission File No. 000-29913, incorporated herein. | |||||||
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CONCIERGE TECHNOLOGIES, INC.
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date:October 16, 2012 | Concierge Technologies, Inc. | |
| By | /s/ David Neibert | |
| Name: Dave Neibert Title: CEO and Direct | ||
| Date:October 16, 2012 | Concierge Technologies, Inc | |
| By | /s/ Allen E. Kahn | |
| Name: Allen E. Kahn Title: Chief Financial Officer and Director | ||
| Date:October 16, 2012 | Concierge Technologies, Inc | |
| By | /s/ F. Patrick Flaherty | |
| Name: F. Patrick Flaherty Title: Director | ||
| Date:October 16, 2012 | Concierge Technologies, Inc | |
| By | /s/ Samuel C. H. Wu | |
| Name: Samuel C.H. Wu Title: Secretary and Director | ||
| Date:October 16, 2012 | Concierge Technologies, Inc | |
| By | /s/ James E Kirk | |
| Name: James E. Kirk Title: Secretary | ||
CONCIERGE TECHNOLOGIES, INC.
Commission File No. 000-29913
Index to Exhibits to Form 10-K 06-30-10
The following exhibits are filed, by incorporation by reference, as part of this Form 10-K:
| Exhibit No. | Description | ||||||
| 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 | - | Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010. | |||||
| 3.1 | - | Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 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-KSB on October 13, 2004; Commission File No. 000-29913, incorporated herein. | |||||||
| +Previously filed with Form 10-KSB 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 10-30-07; Commission File No. 000-29913, incorporated herein. | |||||||