ITEM 1.
DESCRIPTION OF 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 two operating subsidiaries Planet Halo and Wireless Village, is in the business of providing wireless Internet access through WiFi networks, design, installation, maintenance of wired and wireless networks, web design and hosting of web sites and the broadcast of streaming audio over the Internet. Additionally, the Company resells wired circuits in exchange for commissions and offers voice over Internet protocol (VoIP) telephony services.
On May 5, 2004 we acquired all of the outstanding and issued shares of Planet Halo, a privately held Nevada corporation. Before entering the wireless Internet business, Planet Halo’s original focus was to design and market a wireless, hand-held, cellular phone with integrated QWERTY keypad, color screen and voice activation software. The device, known as the “Halo”, had been advanced to the beta-test phase and there exists four working prototypes. In addition to the Halo, Planet Halo also has an exclusive North American license to exploit a wireless gateway that acts as the interface between wireless devices, including the Halo, and the Internet. The gateway, branded as “Halomail”, uses secure socket layer technology for encrypted financial transactions, email access, desktop synchronization, HTML, XML, SHTML, WAP and other Web-based functions that are enabled on devices running the Halomail software client. These assets are still in place, however the pursuit of commercial application has been suspended indefinitely by the Company.
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 is also exploring new opportunities as they may evolve by expanding into the area of broadcast radio. By providing audio broadcasts via satellite, WiFi networks and the Internet to the public audience, Planet Halo expects to be able to earn advertising revenues for paid “spots” occurring during the broadcasts. Although the business is in its early growth phase, management expects to devote significant resources and hopes to earn revenues from this activity during the coming year.
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. Wireless Village also designs and hosts web sites for third party customers and provides a billing platform for Planet Halo’s subscribers to wireless Internet access. During March 2008 Wireless Village also began hosting the Music of Your Life web site and streaming the audio broadcast over the Internet via the “Music of Your Life” website links.
By acquiring Wireless Village certain economies have been realized by elimination of outsourced network design, installation and billing functions for the Planet Halo networks. Additionally, Wireless Village operates a wireless and wired Internet access network from their location in Cleveland, Ohio providing for other sources of revenue in the future.
Governmental Approval of Principal Products. No governmental approval is required in the U.S. for Concierge's products.
Government Regulations. There are governmental regulations in the U.S. that apply to Concierge's use of the electromagnetic spectrum; however, no license or approvals are required.
Dependence on Major Customers and Suppliers. Concierge does not anticipate that it will be dependent on any major customers or suppliers.
Seasonality. There should be no seasonal aspect to Concierge’s business other than possible increased sales anticipated in the summer months associated with increased vacation travel and the desire for remote communications by Internet users.
Research and Development. Concierge expended no funds on research and development in 2008.
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”. Patent applications are pending on certain aspects of the Halo device and software applications that enable certain of its functionality. The know-how centered around the programming, low-level drivers, key board matrix, operating system interface and certain other aspects of the Halo device, including its industrial design, are considered a valued intellectual property of Planet Halo.
Number of Employees. On June 30, 2008, we employed no persons full time and no persons part time.
ITEM 2.
ITEM 2.
PROPERTIES.
We own no plants or real property. Investment in the wireless infrastructure equipment of Planet Halo is approximately $38,500.
Facilities
Our office facilities, including those of Planet Halo are now co-located with those of our subsidiary, Wireless Village, at 3615 Superior Ave., Suite 3100A, Cleveland, Ohio 44144. Although Wireless Village has a lease expiring April 30, 2010, Concierge has no separate lease arrangement. We pay no rent to Wireless Village. Should additional space be needed, there is ample office space available in the vicinity at competitive prices.
Planet Halo has no separate office facilities.
ITEM 3.
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.
As of September 22, 2008, Brookside has not attempted to enforce its judgment. As of September 22, 2008, we are unable to pay the amount of the judgment and have no assets available to Brookside for liquidation in settlement of the judgment.
Neither Concierge Technologies nor any of its property is the subject of any other pending legal proceedings or any proceeding that a governmental authority is contemplating.
ITEM 4.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of the security holders of our company during fiscal year 2008 through the solicitation of proxies or otherwise.
PART II
ITEM 5.
ITEM 5.
MARKET FOR COMMON EQUITY AND 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, 2007 and 2008. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
High
Low
Calendar 2006
3rd Qtr.
0.011
0.005
4th Qtr
0.019
0.005
Calendar 2007
1st Qtr.
0.015
0.005
2nd Qtr.
0.021
0.002
3rd Qtr.
0.022
0.006
4th Qtr
0.0135
0.006
Calendar 2008
1st Qtr
0.013
0.006
2nd Qtr
0.012
0.0042
Holders
On June 30, 2008 there were approximately 343 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 sold the following shares of its common stock during the last three years without registering the shares:
Date
No. of Shares
Name of Purchaser
Type of Consideration
Value of
Consideration
November 1, 2006
5,000,000
Ryan Consult Ltd
Services
$ 25,000
June 22, 2007
3,003,003
Marc Angell
Cash
$ 10,000
June 22, 2007
3,003,003
Douglas Angell
Cash
$ 10,000
June 22, 2007
3,003,003
Paul Angell
Cash
$ 10,000
June 22, 2007
3,003,003
Ryan Angell
Cash
$ 10,000
June 22, 2007
3,003,003
Michael Phelps
Cash
$ 10,000
June 22, 2007
3,003,003
Jacquie Carter
Cash
$ 10,000
June 22, 2007
3,003,003
Ryan White
Cash
$ 10,000
June 22, 2007
3,003,003
Wiles Trust
Cash
$ 10,000
June 22, 2007
3,003,003
Starmaker Products LLC
Cash
$ 10,000
June 22, 2007
3,003,003
920280 Alberta Ltd
Cash
$ 10,000
January 24, 2008
909,090
Michael Phelps
Cash
$ 10,000
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.
No equity of Concierge is subject to outstanding options or warrants to purchase. The following shares of Series A Convertible, Voting, Preferred Stock were issued on January 28, 2008 in connection with our acquisition of Wireless Village. Each share of Series A Convertible, Voting, Preferred Stock is convertible into 5 shares of common stock and carries a vote equal to 5 shares of common stock in all matters brought before the shareholders for vote.
Series A Convertible, Voting, Preferred Stock
5,000,000 shares issued
Date
No. of Shares
Shareholder
1/28/08
930,000
Daniel Britt
1/28/08
390,000
David Neibert
1/28/08
390,000
Marc Angell
1/28/08
206,186
Jan A. and Gail A. Carter
1/28/08
412,371
Mark Triebold
1/28/08
60,000
Thomas Letourneau
1/28/08
60,000
Michael Ager
1/28/08
103,093
Joseph G. Gallo
1/28/08
41,237
Harold Armstrong
1/28/08
206,186
Martin Marietta
1/28/08
1,120,928
Harvey Trifler
1/28/08
1,080,000
Bill Robb
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
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."
Plan of Operation for the Next Twelve Months
Our plan of operation for the next twelve months is to expand the business of Planet Halo and Wireless Village by doing the following:
·
constructing additional wireless networks, implementing an advertising campaign, and acquiring paying subscribers to the service,
·
develop and maintain a comprehensive web presence through an Internet-based portal designed for social networking and local advertising,
·
expand our involvement in the business of streaming audio over the Internet and associations with affiliate radio stations,
·
engage the assistance of our directors and outside consultants to aggressively pursue financing options and possible acquisition targets in the field of wireless communications and services offered via the Internet.
On April 6, 2004, our company signed a definitive agreement to acquire the privately-held company, Planet Halo, in a cash-free stock transaction. On April 20, 2004 the companies completed the necessary documentation to effect the acquisition. On May 5, 2004 Concierge Technologies instructed its transfer agent to issue the purchase price in shares of common stock to the shareholders of Planet Halo. The transaction was officially closed and the shares considered issued as of May 5, 2004.
On January 23, 2008, our company acquired all of the issued and outstanding shares of Wireless Village, a Nevada privately held corporation based in Cleveland, Ohio. The purchase price was paid in shares of a newly authorized Series A Convertible, Voting, Preferred stock. Wireless Village had been providing services to Planet Halo related to the design, maintenance and support of our wireless networks operating in Marina del Rey and Ventura, CA. With the acquisition of Wireless Village we now also have a wireless network operating in the Cleveland, OH area and have acquired the computer hardware, software, telecom facilities and office space required to operate the business independent of outside sources.
Planet Halo and Wireless Village operate their wireless networks in California and Ohio with Wireless Village providing technical support, customer service, subscription billing service and strategic planning. In addition, Wireless Village has launched web portals for each area designed specifically for local Internet users. Each of the future markets will have its own local portal for social networking. The portals offer chat rooms, games, local news, local advertising, local events and postings by local businesses intended only for residents and visitors to the area. The company hopes to gain advertising revenue from the portal as well as increased awareness in the community that translates into heightened subscription levels.
On January 14, 2008, the company embarked on a new endeavor to develop a presence in the affiliate radio business by providing satellite receivers to affiliate broadcast radio stations who would air our play list format in exchange for airtime on their local stations. Wireless Village compiles the play lists, maintains the website (www.musicofyourlife.com) and provides a streaming audio via the Internet. As of June 30, 2008, we have incurred approximately $11,000 of capital expenses, accrued approximately $21,000 of equipment lease and interest expense and expended approximately 4 man-months of labor toward this business and continue to pursue its growth. As of June 1, 2008, the daily operations of the affiliate network, and their associated costs, have been handed off to a third party; however, Wireless Village continues to provide backend technical support, server space, bandwidth, and streaming audio functions to the business and invoices for their time at nominal rates. It is unclear as of June 30, 2008 if the company will be successful in financing this opportunity in the near future, or will seek to sell its investment to a third party. As of June 30, 2008 no revenues have been earned from this endeavor.
On February 1, 2008, with the acquisition of Wireless Village then completed, we moved the corporate offices of our company to those of Wireless Village at 3615 Superior Ave., Suite 3100A, Cleveland, OH 44144. The Wallen Group. a general partnership headed by our Chief Executive Officer, David Neibert, handles our daily administrative tasks from its location in West Hills, CA. Although we have in the past rendered payment in the form of shares of stock for our administrative tasks, we do not currently pay rent to Wireless Village and we have no agreement in place for the services being provided by Mr. Neibert or his staff.
As of June 30, 2008, Concierge had no paid employees and no fixed overhead. Our operating costs were kept at a minimum with limited commitments for telephone, the cost of web hosting, legal and professional fees, fees charged by our transfer agent and minimum tax payments. Fixed overhead of our operating subsidiaries was also kept a minimum level with rent, web hosting, telephone, Internet access, insurance and utilities being the only significant costs. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. We have deployed approximately $38,500 worth of radio and computer infrastructure equipment to remote locations as required to operate the wireless networks in addition to what was already in place with the acquisition of Wireless Village. Our CEO, the president of Planet Halo, the officers of Wireless Village, and our directors are continuing to provide services without cash compensation. There are no guarantees that our officers and directors will continue in these capacities without compensation for an indefinite period of time.
Liquidity
Our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock in exchange for cash. With the acquisition of Wireless Village we also acquired approximately $30,000 in cash. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable. We have also been unable to pay salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.
Although our management is continuing to provide services to the Company for the near term without cash compensation, we will still require additional funding to maintain the corporation. With the acquisition of Wireless Village there are added demands for operating capital if we are to continue to construct the wireless networks. The Company has been aggressively pursuing financing for the funding of the wireless project. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the financing is not available, Planet Halo may not be able to proceed with its planned development of broadcast radio, and Wireless Village may not be able to afford further expansion of the wireless networks. In the event financing is not completed, our funds will be exhausted at some point and continuing operations may be impossible without increased operating profits from the existing wireless network infrastructure.
Off-Balance Sheet Arrangements
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.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the company appear as follows:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheet, June 30, 2008
CConsolidated Statements of Operations, Years Ended June 30, 2008 and 2007 and the
Period from September 20, 1996 (Inception) to June 30, 2008
SStatements of Changes in Stockholders’ Equity (Deficit), September 20, 1996
(Inception) to June 30, 2008
CConsolidated Statements of Cash Flows, Years Ended June 30, 2008 and 2007 and the
Period from September 20, 1996 (Inception) to June 30, 2008
Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Concierge Technologies, Inc.
We have audited the accompanying consolidated balance sheet of Concierge Technologies, Inc. and subsidiaries (a development stage company) as of June 30,2008 and the related statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended June 30, 2008 and for the period from September 20, 1996 (inception), to June 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Concierge Technologies, Inc., and subsidiaries as of June 30, 2008 and the results of its operations, stockholders deficit and cash flows for each of the two years in the period ended June 30, 2008 and from September 20, 1996 (inception), to June 30, 2008, in conformity with accounting principles generally accepted in the United
States of America.
The Company's consolidated 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's has accumulated deficit of $4,221,961 at June 30, 2008 including a net loss of $350,866 during the year ended June 30, 2008. These factors as discussed in Note 4 to the financial statements, raises 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 8, 2008
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
CONSOLIDATED BALANCE SHEET
The accompanying notes are an integral part of these audited financial statements.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2008
-------
*
Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities is anti dilutive.
The accompanying notes are an integral part of these audited financial statements.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY
(A development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2008
The accompanying notes are an integral part of these audited financial statements.
Net loss for the year ended June 30, 2002
-
-
-
-
-
-
-
Balance at June 30, 2002
-
-
122,590,294
122,590
116,499
183,930
423,019
266,610
Stock issued for subscription received in the prior year
-
-
500,000
29,483
(29,983
)
-
-
Stock issued for services included in the prior period
-
-
3,275,472
3,275
150,672
(153,947
)
-
-
Forfeiture of stock subscription
-
-
10,000
-
10,000
-
Cancellation of over issued shares on recapitalization
-
-
(73,017
)
-
-
-
-
-
Net loss for the year ended June 30, 2003
-
-
-
-
-
-
-
Balance at June 30, 2003
-
-
126,292,749
126,365
306,654
-
433,019
266,610
Adjustment to par value
-
-
-
(72
)
-
-
-
Issuance of shares for cash
-
-
2,000,000
2,000
18,000
-
20,000
-
Issuance of shares for services
-
-
4,000,000
4,000
212,000
-
216,000
-
Issuance of shares for acquisition of Planet Halo
-
-
9,999,998
10,000
490,000
-
500,000
-
Net loss for the year ended June 30, 2004
-
-
-
-
-
-
-
Balance at June 30, 2004
-
-
142,292,747
142,293
1,026,726
-
1,169,019
266,610
Reclassify contingent liabilities to Additional Paid In Capital
-
-
-
-
1,929,900
-
1,929,900
(266,610)
Net loss for the year ended June 30, 2005
-
-
-
-
-
-
-
Balance at June 30, 2005
-
-
142,292,747
142,293
2,956,626
-
3,098,919
-
Loans converted to Paid in Capital
-
-
-
-
281,708
-
281,708
-
Net loss for the year ended June 30, 2006
-
-
-
-
-
-
-
Balance at June 30, 2006
-
-
142,292,747
142,293
3,238,334
-
3,380,627
-
Issuance of shares for services
-
-
5,000,000
5,000
30,000
-
35,000
-
Issuance of shares for cash
-
-
27,027,027
27,027
62,973
-
90,000
-
Issuance of shares for debt settlement
-
-
3,003,003
3,003
30,030
-
33,033
-
Net income for the year ended June 30, 2007
-
-
-
-
-
-
-
Balance at June 30, 2007
-
-
177,322,777
177,323
3,361,337
-
3,538,664
-
Net loss for the periods ended June 30, 2008
-
-
-
-
-
-
-
Shares issued for cash
-
-
909,090
9,091
-
10,000
Issuance of Shares for Purchase of Wireless Village
5,000,000
5,000
-
-
245,000
-
250,000
Balance at June 30, 2008
5,000,000
$
5,000
178,231,867
$
178,232
$
3,615,428
$
-
$
3,798,664
$
-
The accompanying notes are an integral part of these audited financial statements.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2008
The accompanying notes are an integral part of these audited financial statements.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Concierge Technologies, Inc., (the “Company”), a California corporation, was incorporated on August 18, 1993 as Fanfest, Inc. In August 1995 the Company changed its name to Starfest, Inc. During 1998, the Company was inactive, just having minimal administrative expenses. During 1999 the Company attempted to pursue operations in the online adult entertainment field. There were no revenues from this endeavor. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc.
In March 2000, the Company acquired approximately 96.83 percent (8,250,000 shares) of the common stock of MAS Acquisition XX Corp. (MAS XX) for $314,688. This amount was expensed in March 2000 as at the time of the acquisition, MAS XX had no assets or liabilities and was inactive. On March 21, 2002, the Company consummated a merger with Concierge, Inc.
Concierge, Inc. (“CI”) was a development stage enterprise incorporated in the state of Nevada on September 20, 1996. The CI had undertaken the development and marketing of a new technology, a unified messaging product “The Personal Communications Attendant” (“PCA™”). “PCA™” will provide a means by which the user of Internet e-mail can have e-mail messages spoken to him/her over any touch-tone telephone or wireless phone in the world. To-date, the Company has not earned any revenue from this venture.
On April 6, 2004 the Company entered into a Stock Purchase Agreement with Planet Halo, Inc. (PHI) whereby, the Company purchased all of the outstanding and issued shares of PHI in exchange for 10 million shares of the Company’s common stock valued at $500,000. On May 5, 2004 the Company issued the shares on a ratio of 8.232 shares of its common stock to each share of PHI stock to the former shareholders of PHI. The existing PHI shares were then retired and cancelled. The Company is now the sole shareholder of PHI, a Nevada corporation. On May 5, 2004 the President of PHI was officially appointed to the Board of Directors of the Company along with one other PHI named appointee.
PHI is a development stage company in the wireless telecommunications industry and plans to design, construct, and operate wireless networks providing subscribers with access to the Internet and related services. Planet Halo also retains an exclusive North America license to a proprietary integrated wireless gateway interface to the Internet named "Halomail”, which the company plans to implement across its developing wireless networks.
On October 30, 2007 the Company entered into a definitive Stock Purchase Agreement to acquire all of the issued and outstanding shares of privately held Wireless Village, a Nevada corporation based in Cleveland, Ohio. The transaction closed and the purchase price was paid with 5,000,000 shares of a new class of stock, Series A Convertible, Voting, Preferred Stock, $0.001 par value, issued pro-rata to the shareholders of Wireless Village on January 23, 2008.
Wireless Village is a privately held Nevada corporation based in Cleveland, Ohio and has been providing technical services to Planet Halo on an ongoing basis since May 2007. Wireless Village designs, installs, maintains and operates wireless network providing high speed Internet access to consumers and businesses. Wireless Village also hosts web sites, provides customer service and billing platforms for Planet Halo and other clientele.
The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations have not yet commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The accompanying condensed consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent) and its wholly owned subsidiaries, Planet Halo, Inc. and Wireless Village from the date of acquisition. All significant inter-company transactions and accounts have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements is in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
BASIC AND DILUTED NET LOSS PER SHARES
Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of June 30, 2008 the Company has issued and outstanding 5,000,000 shares of Series A Convertible, Voting, Preferred stock. These shares are convertible into 25,000,000 shares of common stock subject to certain conditions. The calculation of the weighted average number of shares outstanding takes into account these shares as though they have already been converted. There are no other dilutive securities outstanding.
REVENUE RECOGNITION
The company did not earn any revenue related to the PCA product or software since inception through June 30, 2008 and does not intend to offer the product for sale in the future. The remaining inventory of product has been reduced to zero value on the financial statements.
The Company, through Planet Halo and Wireless Village, sells subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly. Transactions are completed online through credit card entries by the customer. Sales are recorded at the time the transaction is approved by the financial institution and revenues are earned over the life of the service term. Unearned or deferred revenues received or accounts receivable accrued, are recorded as advance subscriptions. For the 12-month periods ending June 30, 2007 and 2008, subscription sales for Planet Halo were recorded as $54 and $11,298, respectively, and unearned, advance subscriptions, as $0 and $568, respectively.
The company occasionally purchases consumer hardware for configuration prior to release to subscribers. These items are listed in inventory and, when sold, recorded as hardware sales. These amounts are expected to remain insignificant. Hardware sales for the 12-month period ending June 30, 2008 totaled $180. Inventory at the end of the period totaled $196 and is included as part of other current assets as the amount is not significant.
The Company, through Wireless Village, has also begun selling technical support services, wired circuits, web hosting and subscription to Internet access on similar terms as those of Planet Halo. Accounting for these revenues is as described for Planet Halo in the preceding paragraph within this section. Advanced, unearned, subscriptions of web hosting and Internet access were recorded at $1,380 as of June 30, 2008.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
INCOME TAXES
The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
RECLASSIFICATIONS
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
3.
RECENT PRONOUNCEMENTS
In September 2006, FASB issued SFAS 157 “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.
In September 2006, FASB issued SFAS 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:
a.
A brief description of the provisions of this Statement
b.
The date that adoption is required
c.
The date the employer plans to adopt the recognition provisions of this Statement, if earlier.
The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.
In February 2007, FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.
In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition date fair value with limited exceptions. Statement 141 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141R to have a material impact on the consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51”. The objective of this statement is to establish new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 to have a material impact on the consolidated financial statements.
In March 19, 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities”. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Currently the Company does not carry any derivative instruments and the adoption of this statement may not have any effect on the financial statements.
In May 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.
In May 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements.
4.
GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company did not earn significant revenue during the 12-month period ended June 30, 2008. The Company has accumulated a deficit of $4,221,961 and a net loss of $350,866 during the 12-month period ended June 30, 2008. The continuing losses have adversely affected the liquidity of the Company. Losses are expected to continue for the immediate future. The Company faces continuing significant business risks, which include but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.
In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the 12-month period ended June 30, 2008, towards (i) obtaining additional equity, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, and (iv) searching for suitable synergistic partners for future business combinations that generate immediate revenues.
Management believes that the above actions will allow the Company to continue operations through the next fiscal year.
5.
DUE FROM RELATED PARTY
Concierge Technologies, Inc. has no bank account in its own name. Wallen Group, a consulting company headed by the Chief Executive Officer and director of the Company, maintains an administrative account for the Company. A balance is owed to Wallen Group amounting to $2,742 as of June 30, 2008. The amount due to related party is due on demand, unsecured and interest free.
6.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following as of June 30, 2008:
7.
NOTES PAYABLE - RELATED PARTIES
June 30,
Notes payable consisted of the following at 2008
Notes payable to shareholder, interest rate of 8%, unsecured
and payable on October 1, 2006 (past due)
35,000
Notes payable to director/shareholder, non-interest bearing
unsecured and payable on demand
8,500
Notes payable to shareholder, interest rate of 10%, unsecured,
and payable on July 31, 2004 (past due)
5,000
Notes payable to shareholder, interest rate of 10%, unsecured
and payable on October 1, 2004 (past due)
28,000
Notes payable to shareholder, interest rate of 8%, unsecured
and payable on October 1, 2004 (past due)
14,000
Notes payable to director/shareholder, interest rate of 8%,
unsecured and payable on September 1, 2004 (past due)
3,500
Notes payable to shareholder, interest rate of 8%, unsecured
and payable on October 1, 2005 (past due)
20,000
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Notes payable to director/shareholder, interest rate of 8%,
unsecured and payable on February 1, 2006 (past due)
5,000
Notes payable to director/shareholder, interest rate of 8%,
unsecured and payable on June 1, 2006 (past due)
5,000
Notes payable to director/shareholder, interest rate of 8%,
unsecured and payable on February 1, 2006 (past due)
2,500
Notes payable to director/shareholder, interest rate of 6%,
Unsecured and payable on September 1, 2007 (past due)
1,000
Notes payable to shareholder, interest rate of 8%, unsecured
and payable on November 1, 2007 (past due)
15,000
Notes payable to a director and third party, interest rate of 4%,
Secured with Intellectual Property, draw downs permitted thru
December 31, 2008 and payable on February 15, 2009
18,192
Total Notes Payable
$ 160,692
The Company has recorded interest expenses, amounting to $11,688 and $11,024 for the 12-month periods ended June 30, 2008 and 2007, respectively.
8.
COMMON STOCK
On January 23, 2008 the Company sold 909,090 shares of its common stock to an individual accredited investor for $10,000 in cash.
9.
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95.
The amount reserved for income tax in the accompanying financial statements has been appropriately adjusted to reflect the current status of Planet Halo as a foreign corporation in the state of California.
During the year ended June 30, 2008 and 2007 the Company did not pay any interest or income taxes.
10.
LITIGATION
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of its investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of its investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the year 2002 as litigation settlement in the accompanying financial statements. This amount is included in accrued expenses as of June 30, 2008.
11.
ACQUISITION & IMPAIRMENT OF INTANGIBLE ASSET
On April 6, 2004 the Company and Planet Halo entered into Stock Purchase agreement whereby, when consummated, the Company would purchase all of the outstanding and issued shares of Planet Halo in exchange for 10 million shares of the Company's common stock valued at $500,000. On April 20, 2004 all of the conditions of the acquisition were met apart from the issuance of the shares. On May 5, 2004, the Company issued the shares on a
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
ratio of 8.232 shares of the Company to each share of Planet Halo stock. The shares were issued directly to the shareholders of Planet Halo. The existing Planet Halo shares were retired and cancelled. The Company is now a sole shareholder of Planet Halo, a Nevada corporation. On May 5, 2004 the President of Planet Halo was officially appointed to the Board of Directors of the Company along with one other Planet Halo named appointee.
At the time, Planet Halo was a development stage company involved in the wireless telecommunications industry through the design, manufacture, sale and distribution of hardware and services that include a hand-held wireless Internet appliance/cell phone known as the "Halo", and an integrated wireless gateway interface to the Internet named "Halomail."
The purchase price was determined in arms-length negotiations between the parties. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Planet Halo assets acquired and consideration for such assets is as follows:
Allocated amount
Cash
$ 2,912
Equipment, net
Goodwill
496,843
$ 500,000
Consideration paid
10,000,000 shares of common stock
$ 500,000
The Company evaluates intangible assets, goodwill and other long-lived assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. Potential impairment of goodwill is being evaluated in accordance with SFAS No. 142. The SFAS No. 142 is applicable to the financial statements of the Company beginning July 1, 2002.
On December 31, 2004, the Company evaluated the valuation of goodwill based upon the performance and market value of the acquisition. The Company determined the goodwill is impaired and recorded the impairment of $496,843 in the accompanying financial statements.
The Company evaluated value of its prepaid expenses during the year ended June 30, 2004 and based upon uncertainness surrounding the utilization of its software for the "PCA" development, the Company has recorded an impairment of the prepaid expense amounting $245,800.
12.
ACQUISITION OF WIRELESS VILLAGE
On October 30, 2007 the Company and Wireless Village, a closely held Nevada corporation, entered into a Stock Purchase Agreement wherein the Wireless Village shareholders sold to Concierge their shares in exchange for shares of Concierge Technologies. The acquisition was completed on January 23, 2008 by issuance of 5,000,000 shares of a new class of preferred stock called Series A Convertible, Voting, Preferred Stock. Each share of preferred stock could be converted into 5 shares of common stock after 270 days from issue. Each share of Series A preferred stock carries 5 votes in all matters brought up to vote by the shareholders.
The Company issued the shares on a ratio of 2999.4 shares of the Company preferred stock to each share of Wireless Village stock. The shares were issued directly to the former shareholders of Wireless Village. The Company is now a sole shareholder of Wireless Village, a Nevada corporation.
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Wireless Village is a development stage company involved in the telecommunications industry through design, construction and operation of wide-area wireless networks providing access to the Internet, resale of wired Internet circuits, subscription sales to wireless Internet access, technical support services to wireless Internet service providers, web hosting and other related technical services. Wireless Village has been providing technical support services to the Company’s Planet Halo subsidiary since April 2007.
The purchase price was determined in arms-length negotiations between the parties. The average price per share of the Company’s common stock was $0.01. Each share of preferred stock was valued at $0.05 resulting in a purchase price of $250,000. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Wireless Village assets acquired and the consideration for such assets is as follows:
Estimated Fair Values
Current Assets
$ 42,984
Assumed Liabilities
Net Assets Acquired
42,060
Consideration Paid
250,000
Goodwill
$ 207,940
In accordance with SFAS 142, goodwill is not amortized but is tested for impairment at least annually. The operating results of Wireless Village have been consolidated with those of the Company beginning January 23, 2008. No pro-forma financial information has been presented as the operations of Wireless Village, before the acquisition, were insignificant.
The Company evaluates intangible assets and other long-lived assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company assessed the carrying value of goodwill in accordance with the requirements of SFAS No. 142 "Goodwill and Other Intangible Assets". Based on its assessment, the Company determined that goodwill resulting from the acquisition of Wireless Village amounted to $207,940 is fully impaired as of June 30, 2008.
13.
COMMITMENT
On January 18, 2008 the Company, through Planet Halo, entered the business of affiliate radio networking by leasing a number of digital satellite receivers from X-Digital for a term of 3 years under a standard lease agreement. Planet Halo also purchased one month of satellite service feed from Clear Channel Satellite Systems for the provision of a satellite uplink to broadcast to the affiliate network being created. Planet Halo intended to broadcast an adult standards play list of songs and shows recorded by recognized on-air personalities. The format is called “Music of Your Life”. As of June 1, 2008, Planet Halo delegated the daily operations and funding of the Music of Your Life network to a company established by Marc Angell, a member of the board of directors of Concierge Technologies. Mr. Angell has also assumed responsibility for the lease agreement with X-Digital thus limiting the risk to the Company at its current level as of June 30, 2008.
Planet Halo has funded the lease payments due for digital satellite receivers with a loan from third parties who now hold the Music of Your Life intellectual property owned by Concierge Technologies as collateral. In the event the Company is unable to fund the repayment of the loan it is at risk of losing the intellectual property to the note holders. As of June 30, 2008 Planet Halo owed $18,192 in principal and $276 of interest to the note holders (see section on “Notes Payable”). The agreement calls for the lenders to make monthly advances in principal of no less than $2,750 and interest to accrue at the annual rate of 4% on the outstanding principal. The note is due in full on or before February 15, 2009.
ITEM 9.
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(T).
ITEM 9A(T).
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 registrant is operating as a caretaker entity, keeping the corporation alive and in good standing with the Commission. All debit and credit transactions with the company’s bank accounts are reviewed by the officers as well as all communications with the company’s creditors. The directors meet frequently - as often as weekly - to discuss and review the financial status of the company and all developments regarding its search for a reverse merger partner. 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.
ITEM 9B.
ITEM 9B.
OTHER INFORMATION.
There is no information that was required to be disclosed on Form 8-K during the fourth quarter of FY 2008 that was not reported.
PART III
ITEM 10.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
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, 2008 and a description of the business experience of each.
Person
Offices
Office Held
Since
Term of
Office
David W. Neibert
C.E.O. and Director
James E. Kirk
Secretary and Director
Samuel Wu
Director
Allen E. Kahn
Chairman, CFO and Director
Patrick Flaherty
Director
Marc Angell
Director and President of Planet Halo
Pat Rodden
Director
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 Canoga Park, CA.
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.
Marc Angell: Mr. Angell is the founder and President of Planet Halo and has operated the company since its inception in 2000. Prior to founding Planet Halo, and from the period 1997 through 1999, Mr. Angell was the founder, majority shareholder and CEO of Angellcom, a supplier and distributor of one-way paging devices in the U.S. During the early 1990s Mr. Angell was also involved in the land mobile radio business as a license holder and manager of 220MHz radio systems. Mr. Angell conceptualized, designed and marketed both the one-way pagers for Angellcom and the Halo device for Planet Halo. He was elected to the board of directors of Concierge simultaneous with the acquisition of Planet Halo.
Pat Rodden: Mr. Rodden has nearly two decades of unique experience developing products and strategies for leading consumer, sports, recreation and electronics companies. Rodden is a founding partner, director and head of operations for Fiori whose expertise has built the company into a leading consumer technology research and design firm that has garnered more than 25 international awards over the past three years alone, many on behalf of Fortune 500 companies. Prior to founding Fiori in 1994, Mr. Rodden held various product development and program director positions at Virtual Vision, Precor, Paccar and Hughes. He graduated from California State University, Chico in 1984 with a B.S. in Mechanical Engineering.
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 3615 Superior Ave., Suite 3100A, Cleveland, OH 44144.
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 three director 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
ITEM 11.
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 2008
FY 2007
Allen Kahn, Chairman and CFO
FY 2008
FY 2007
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following information concerns unexercised stock options, stock that has not vested, and equity incentive plan awards for each named officer outstanding at the end of the last fiscal year:
Option Awards
Stock Awards
Name
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That
Have Not
Vested (#)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested ($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)
Neibert
Kahn
Compensation of Directors
The directors of Concierge received the following compensation in FY 2008 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
James F. Kirk
Samuel Wu
Allen E. Kahn
Patrick Flaherty
Marc Angell
Pat Rodden
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.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The table below sets forth the ownership, as of September 22, 2008 of each individual known to management to be the beneficial owner of more than five percent of the company’s common stock, 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
14,766,902
873%
Samuel C.H. Wu
1202 Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong, China
20,855,437
10.3%
Polly Force Co., Ltd.
1202 Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong, China
10,805,680 (1)
5.3%
Marc Angell
1313 Beachmont Street
Ventura, CA 93001
11,164,003(4)
5.5%
Fiori Product Development
7760 Hellman Road
Clinton, WA 98236
411,612 (2)
(2)
F. Patrick Flaherty
637 29th Street
Manhattan Beach, CA 90266
2,100,000 (3)
1.0%
James E. Kirk
1401 Kirby, N.E.
Albuquerque, NM 87112
3,383,291
1.7%
David W. Neibert
24028 Clarington Drive
West Hills, CA 91304
3,489,100 (5)
1.7%
Officers and Directors
as a Group (7 persons)
56,170,345 (6)
27.6%
(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. Rodden is a beneficial owner of these shares through his presence on the Board of Directors and his shareholdings in Fiori Product Development, Inc. These shares represent less than one percent.
(3)
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.
(4)
Mr. Angell owns 9,214,003 shares of common stock. Additionally, Mr. Angell acquired 390,000 shares of Series A Convertible, Voting, Preferred stock with the acquisition of Wireless Village. Each of these shares are convertible into 5 shares of common stock, totaling 1,950,000 shares of common stock for which Mr. Angell is also the beneficial owner that have been included in this calculation.
(5)
Mr. Neibert and his two minor children collectively own 1,539,100 shares of common stock. Additionally, Mr. Neibert acquired 390,000 shares of Series A Convertible, Voting, Preferred stock with the acquisition of Wireless Village. Each of these shares are convertible into 5 shares of common stock, totaling 1,950,000 shares of common stock for which Mr. Neibert is also the beneficial owner that have been included in this calculation.
(6)
Total includes Series A Convertible, Voting, Preferred stock that can be converted into 3,900,000 shares of common stock held by Angell and Neibert. The stock held by Polly Force, Ltd. totaling 10,805,680 is not included.
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.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
David Neibert, C.E.O. of the Company, and Marc Angell, a director, were also minority shareholders of the privately held company Wireless Village that was acquired by Concierge on January 23, 2008. Mr. Neibert and Mr. Angell each received 390,000 shares of Series A Convertible, Voting, Preferred stock in the transaction. Five million shares of Series A stock were issued in total. All matters related to the transaction were reviewed by the Chairman, Allen Kahn, and the board of directors when appropriate. The acquisition was treated as a third party, at-arms-length transaction, between the board of directors of Wireless Village, its shareholders, and the board of directors of Concierge. A complete audit of Wireless Village was conducted by our auditors, Kabani & Co., prior to the acquisition.
ITEM 14.
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-QSB 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, 2008
$48,500
Fiscal Year ended June 30, 2007
$27,500
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, 2008
$-0-
Fiscal Year ended June 30, 2007
$-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, 2008
$-0-
Fiscal Year ended June 30, 2007
$-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, 2008
$-0-
Fiscal Year ended June 30, 2007
$-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.
ITEM 15.
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Form 10-K:
Exhibit No.
Description
-
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
-
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
3.1
-
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
3.2
-
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
3.5
-
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
3.6
-
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
3.7
-
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
3.8
-
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
10.1
-
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
-
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.
SIGNATURES
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.
/s/ David W. Neibert
Date: October 14, 2008
By
David W. Neibert, President
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.
/s/ David W. Neibert
Date: October 14, 2008
David W. Neibert, C.E.O. and Director
/s/ Allen E. Kahn
Date: October 14, 2008
Allen E. Kahn, Chief Financial Officer and Director
/s/ F.P. Flaherty
Date: October 14, 2008
F. Patrick Flaherty, Director
/s/ James E. Kirk
Date: October 14, 2008
James E. Kirk, Secretary and Director
/s/ Samuel C.H. Wu
Date: October 14, 2008
Samuel C.H. Wu, Director
/s/ Marc Angell
Date: October 14, 2008
Marc Angell, Director
/s/ Pat Rodden
Date: October 14, 2008
Pat Rodden, Director
CONCIERGE TECHNOLOGIES, INC.
Commission File No. 000-29913
Index to Exhibits to Form 10-K 06-30-08
The following exhibits are filed, by incorporation by reference, as part of this Form 10-K:
Exhibit No.
Description
-
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
-
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
3.1
-
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
3.2
-
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
3.5
-
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
3.6
-
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
3.7
-
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
3.8
-
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
10.1
-
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
-
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.