-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WTM7iTL9jNhTJGTWKMlNRA8CLT0ABhyOSGGQ6RzWGQRgNq99wWwiRWDnAx7UdTwD MlhWasdwZyu1DAnz8f+/Sw== 0001010549-05-000377.txt : 20050520 0001010549-05-000377.hdr.sgml : 20050520 20050520164139 ACCESSION NUMBER: 0001010549-05-000377 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20050331 FILED AS OF DATE: 20050520 DATE AS OF CHANGE: 20050520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCIERGE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001005101 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954442384 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-29913 FILM NUMBER: 05848702 BUSINESS ADDRESS: STREET 1: 22048 SHERMAN WAY STREET 2: SUITE 303 CITY: CANOGA PARK STATE: CA ZIP: 91303 BUSINESS PHONE: 8186100310 MAIL ADDRESS: STREET 1: 22048 SHERMAN WAY STREET 2: SUITE 303 CITY: CANOGA PARK STATE: CA ZIP: 91303 FORMER COMPANY: FORMER CONFORMED NAME: STARFEST INC DATE OF NAME CHANGE: 20000310 10QSB 1 cti10qsb033105.txt U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to __________ CONCIERGE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Commission File No. 000-29913 State of Incorporation: California IRS Employer I.D. Number: 95-4442384 22048 Sherman Way, Suite 301 Canoga Park, CA 91303 818-610-0310 ------------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] As of May 16, 2005, there were 142,292,749 shares of the Registrant's Common Stock, $0.001 par value, outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] 1 TABLE OF CONTENTS Page PART I - FINANCIAL INFORMATION 3 Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis or Plan of Operation 13 Item 3. Controls and Procedures 15 PART II - OTHER INFORMATION 15 Item 6. Exhibits and Reports on Form 8-K 15 SIGNATURES 16 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements Page Balance Sheet March 31, 2005 (Unaudited) 4 Statements of Operations Three Month Period Ended March 31, 2005 and 2004 and the Period from September 20, 1996 (Inception) to March 31, 2005 (Unaudited) 5 Statements of Cash Flows Periods Ended March 31, 2005 and 2004 and the Period from September 20, 1996 (Inception) to March 31, 2005 (Unaudited) 6 Notes to Unaudited Financial Statements 7 3 CONCIERGE TECHNOLOGIES, INC. (A development stage company) CONSOLIDATED BALANCE SHEET MARCH 31, 2005 (Unaudited) ASSETS ------ CURRENT ASSETS: Cash & cash equivalents $ 1,317 ----------- $ 1,317 =========== LIABILITIES AND STOCKHOLDERS' DEFICIT ------------------------------------- CURRENT LIABILITIES: Accrued expenses $ 400,248 Note Payable 20,000 Loans Payable-Shareholders 345,709 ----------- Total current liabilities 765,957 STOCKHOLDERS' DEFICIT: Preferred stock, par value $.001 per share; 10,000,000 shares authorized; none issued -- Common stock, $.001 par value; 190,000,000 shares authorized; issued and outstanding 142,292,747 142,293 Additional paid in capital 2,956,626 Shares to be issued Deficit accumulated during the development stage (3,863,559) ----------- Total stockholders' deficit (764,640) ----------- $ 1,317 =========== The accompanying notes are an integral part of these financial statements 4
CONCIERGE TECHNOLOGIES, INC. (A development stage company) STATEMENTS OF OPERATIONS THREE MONTH AND NINE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004 AND THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO MARCH 31, 2005 (Unaudited) Three month periods ended Nine month periods ended September 20, March 31, March 31, 1996 (Inception) 2005 2004 2005 2004 to March 31, 2005 ----------------- ----------------- ----------------- ----------------- ----------------- REVENUE $ -- $ -- $ -- $ -- $ -- COSTS AND EXPENSES Product launch Expenses -- -- -- -- 1,077,785 Impairment of asset -- -- 496,843 -- 742,643 General & Administrative Expenses 9,973 472,004 44,640 494,211 1,673,404 ----------------- ----------------- ----------------- ----------------- ----------------- TOTAL COSTS AND EXPENSES 9,973 472,004 541,483 494,211 3,493,832 OTHER INCOME/(EXPENSES) Settlement income, net -- -- -- -- 52,600 Litigation settlement -- -- -- -- (135,000) ----------------- ----------------- ----------------- ----------------- ----------------- TOTAL OTHER INCOME/(EXPENSES) -- -- -- -- (82,400) ----------------- ----------------- ----------------- ----------------- ----------------- NET LOSS BEFORE INCOME TAXES (9,973) (472,004) (541,483) (494,211) (3,576,232) Provision of Income Taxes -- -- 1600 800 8,800 ----------------- ----------------- ----------------- ----------------- ----------------- NET LOSS $ (9,973) $ (472,004) $ (543,083) $ (495,011) $ (3,585,032) ================ ================ ================= ================= ================= WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED 142,292,747 130,346,695 142,292,747 128,398,204 ================= ================= ================= ================= BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ================= ================= ================= =================
The accompanying notes are an integral part of these financial statements 5
CONCIERGE TECHNOLOGIES, INC. (A development stage company) STATEMENTS OF CASH FLOWS NINE MONTH PERIODS ENDED MARCH 31, 2005 AND 2004 AND THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO MARCH 31, 2005 (Unaudited) September 20, 1996 (inception) to 2005 2004 March 31, 2005 ------------------ ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (543,083) $ (495,011) $ (3,585,032) Adjustments to reconcile net loss to net cash used in operating activities: Impairment of asset 496,843 245,800 742,643 Depreciation and amortization 245 -- 13,155 Stock issued for services -- 216,000 496,352 Increase in current assets: Prepaid expense -- -- (245,800) Increase in current liabilities: Accrued expenses 18,546 3,347 315,717 ------------------ ------------------ ------------------ Net cash used in operating activities (27,449) (29,864) (2,262,965) ------------------ ------------------ ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Cash received on acquisition of subsidiary -- -- 2,912 Note receivable - related party -- -- (100,000) Acquisition of property & equipment -- -- (12,910) ------------------ ------------------ ------------------ Net cash used in investing activities -- -- (109,998) ------------------ ------------------ ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from Issuance of Shares -- 20,000 587,007 Proceed from stock to issued for cash -- -- 10,000 Proceeds from advance subscriptions -- -- 1,772,983 Costs and expenses of advance subscriptions -- -- (79,710) Proceeds from (repayments of) related party loans (75,000) 14,000 84,000 ------------------ ------------------ ------------------ Net cash provided by (used in) financing activities (75,000) 34,000 2,374,280 ------------------ ------------------ ------------------ NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (102,449) 4,136 1,317 CASH & CASH EQUIVALENTS, BEGINNING BALANCE 103,766 1,437 -- ------------------ ------------------ ------------------ CASH & CASH EQUIVALENTS, ENDING BALANCE $ 1,317 $ 5,573 $ 1,317 ================== ================== ==================
The accompanying notes are an integral part of these financial statements 6 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED 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 administr ative 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. (see note 10). 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(TM)"). "PCA(TM)" 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. The accounting policies of the Company are in accordance with generally accepted accounting principles and conform to the standards applicable to development stage companies. Basis of Preparation The accompanying Interim Condensed Financial Statements are prepared in accordance with rules set forth in Retaliation SB of the Securities and Exchange Commission. As said, these statements do not include all disclosures required under generally accepted principles and should be read in conjunction with the audited financial statements for the year ended June 30, 2004. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the nine months ended March 31, 2005 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2005. Reclassifications Certain prior period amounts have been reclassified to conform with the current period presentation. 2. RECENT PRONOUNCEMENTS In December 2004, the FASB issued FASB Statement No. 123R, "Share-Based Payment, an Amendment of FASB Statement No. 123" ("FAS No. 123R"). FAS No. 123R requires companies to recognize in the statement of operations the grant- date fair value of stock options and other equity-based compensation issued to employees. FAS No. 123R is effective beginning in the Company's second quarter of fiscal 2006. The Company believes that the adoption of this standard will have no material impact on its financial statements. 7 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED FINANCIAL STATEMENTS In December 2004, the FASB issued SFAS Statement No. 153, "Exchanges of Nonmonetary Assets." The Statement is an amendment of APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements. In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on Issue No. 03-1, "The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments." The EITF reached a consensus about the criteria that should be used to determine when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss and how that criteria should be applied to investments accounted for under SFAS No. 115, "ACCOUNTING IN CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES." EITF 03-01 also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. Additionally, EITF 03-01 includes new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the Financial Accounting Standards Board (FASB) delayed the accounting provisions of EITF 03-01; however the disclosure requirements remain effective for annual reports ending after June 15, 2004. The Company will evaluate the impact of EITF 03-01 once final guidance is issued. 3. GOING CONCERN The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company's did not earn any revenue through the period ended March 31, 2005 and the Company has accumulated deficit of $3,863,559 including a net loss of $543,083 during the nine month period ended March 31, 2005. 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, including but not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due. In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended March 31, 2005, towards (i) obtaining additional financing and (ii) management of accrued expenses and accounts payable. Management believes that the above actions will allow the Company to continue operations through the next twelve months. 4. NOTES PAYABLE On September 13, 2004, the Company signed a promissory note and borrowed $20,000 from a Company based in Hong Kong. The Note is due before or on October 1, 2005. and bears an interest rate of 8%. Upon default, the holder has the right to foreclose or otherwise enforce all liens or security interests securing payment hereof from the Company. 5. NOTES PAYABLE - RELATED PARTIES Notes payable consisted of the following at March 31, 2005: 8 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED FINANCIAL STATEMENTS Note payable to shareholder, non interest bearing, unsecured, and due on demand $ 290,209 Notes payable to shareholder, interest rate of 8%, unsecured, and payable on February 1, 2006 5,000 Notes payable to shareholder, interest rate of 10%, unsecured, and payable on July 31, 2004 (past due) 5,000 Notes payable to shareholder, bearing interest rate of 10%, unsecured and payable on demand 28,000 Notes payable to shareholder bearing interest rate of 8%, unsecured and payable on October 1, 2004 (past due) 14,000 Notes payable to director/shareholder bearing interest rate of 8%, unsecured and payable on September 1, 2004 (past due) 3,500 --------- Total Notes payable $ 345,709 ========= The Company has recorded interest expense payable to related parties, amounting $4,447 and 3,525 for the six month periods ended December 31, 2004 and 2003, respectively. 6. SHARES OF CONCIERGE, INC. ISSUED SUBJECT TO CONTINGENCY Concierge, Inc. (CI) issued 117,184 shares for cash totaling $202,061 and 354,870 shares for services of $3,549 during the year ended June 30, 2000. Since December 1998, CI sold securities to persons in six states in the U. S. CI did not file Form D or other filings in any of the states or with the SEC for such shares and did not properly follow the requirements for complying with available exemptions in each state. Accordingly, all such shares were subject to the contingency that they might have been issued without the availability of an exemption from registration under the Securities Act of 1933 and under the securities laws of each of the six states. Therefore, CI had treated all such shares issued since December 1998, as Common stock issued subject to contingency. Total shares issued subject to contingency were 680,504 for cash and services amounting to $266,610. On January 1, 2005, the Company re-classified such shares to its equity since the lapse of time had removed any contingencies because of applicable statutes of limitation. 7. SUBSCRIPTIONS RECEIVED FOR COMMON STOCK SUBJECT TO CONTINGENCY Concierge, Inc. (CI) entered into subscription agreements to issue "post merger" shares in exchange for cash. Through December 31, 2000, CI had received advance subscriptions for a gross amount of $1,255,500 before deducting associated costs of $79,710, for 5,928,750 post merger shares. In the event the merger between CI and the Company was not completed prior to November 31, 2000, the obligation of the Company under this agreement might have been satisfied by the issuance of shares in the Company equivalent on a pro-rata basis to the number of shares in "post merger" Corporation that were subject to this agreement. 9 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED FINANCIAL STATEMENTS As mentioned in Note 8, CI merged with the Company on March 20, 2002. The Company filed a registration statement with the Securities and Exchange Commission ("the Commission") on June 8, 2000 related to the proposed merger, naming CI as the entity proposed to be merged into the Company. From July 1, 2000 through September 15, 2000, CI received additionally $487,500 as advance subscription for 2,127,500 post merger shares in an offering intended to be exempt from registration pursuant to the provisions of Section 4(2) of the Securities Act of 1933 and of Regulation D, Rule 506 of the Commission. It was possible, but not certain, that the filing of the registration statement by the Company and the manner in which CI conducted the sale of the 2,127,500 post merger shares of common stock constituted "general advertising or general solicitation" by CI. General advertising and general solicitation are activities that are prohibited when conducted in connection with an offering intended to be exempt from registration pursuant to the provisions of Regulation D, Rule 506 of the Commission. CI did not concede that there was no exemption from registration available for this offering. Nevertheless, had the aforementioned circumstances constituted general advertising or general solicitation, CI would have been denied the availability of Regulation D, Rule 506 as an exemption from the registration requirements of the Securities Act of 1933 when it sold the 2,127,500 post merger shares of common stock after June 8, 2000. Should no exemption from registration had been available with respect to the sale of these shares, the persons who bought them would have been entitled, under the Securities Act of 1933, to the return of their subscription amounts if actions to recover such monies had been filed within one year after the sales in question. Accordingly, the amounts received by CI from the sale of these shares were set apart from Stockholders' Equity as "Subscription received for common stock subject to contingency" to indicate this contingency. The total contingent liabilities related to such shares amounted to $1,929,900 ($2,009,610 less cost and expenses of $79,710). On January 1, 2005, the Company re-classified such shares to its equity since the lapse of time had removed any contingencies because of applicable statutes of limitation. 8. COMMON STOCK On May 5, 2004 the Company issued 9,999,998 shares of its common stock valued at $500,000 in exchange for Planet Halo's 100% outstanding and issued shares on a ratio of, 8.232 shares of the Company to each share of Planet Halo stock. 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 Company paid $0 for income tax in the nine month periods ended March 31, 2005 and 2004. The Company paid $0 for interest during the nine month periods ended March 31, 2005 and 2004. 10. COMMITMENT The Company sub-leased office space in Los Angeles, California from Ardent, Ltd. The term of the lease was 26 months with monthly payments of $1,542. The lease expired on August 31, 2002. The Company is currently co-located with the president of the Company and pays no rent. 10 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED FINANCIAL STATEMENTS 11. LITIGATION On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 as litigation settlement in the accompanying financial statements. 12. ACQUISITION & IMPAIRMENT OF INTANGIBLE ASSET On April 6, 2004 the Company and Planet Halo entered into Stock Purchase agreement whereby, when consummated, the Company would purchase all of the outstanding and issued shares of Planet Halo in exchange for 10 Million shares of the Company's common stock valued at $500,000. On April 20, 2004 all of the conditions of the acquisition were met apart from the issuance of the shares. On May 5, 2004, the Company issued the shares on a ratio of 8.232 shares of the Company to each share of Planet Halo stock. The shares were issued directly to the shareholders of Planet Halo. The existing Planet Halo shares were retired and cancelled. The Company is now a sole shareholder of Planet Halo, a Nevada corporation. On May 5, 2004 the President of Planet Halo was officially appointed to the Board of Directors of the Company along with one other Planet Halo named appointee. Planet Halo is a development stage company involved in the wireless telecommunications industry through the design, manufacture, sale and distribution of hardware and services that include a hand-held wireless Internet appliance/cell phone known as the "Halo", and an integrated wireless gateway interface to the Internet named "Halomail." The purchase price was determined in arms-length negotiations between the parties. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Planet Halo assets acquired and consideration for is as follows: Allocated amount ---------------- Cash $ 2,912 Equipment, net 245 Goodwill 496,843 ----------- $ 500,000 =========== Consideration paid ------------------ 10,000,000 shares of common stock $ 500,000 =========== 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 11 CONCIERGE TECHNOLOGIES, INC. (A development stage company) NOTES TO UNAUDITED FINANCIAL STATEMENTS 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. 12 Item 2. Plan of Operation Our plan of operation for the next twelve months is to do the following: o exploit the opportunities afforded us through our acquisition of Planet Halo by implementing a sales strategy to deploy the wireless gateway, Halomail, on synergistic networks, o properly position the corporation and its structure to accommodate a business combination with a funding partner, o continue efforts to liquidate our existing, pre-paid, inventory of the PCA product and utilize the proceeds for working capital. 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. Planet Halo is a development-stage company that has developed a prototype, hand-held, wireless Internet appliance named the "Halo". The Halo is able to send and receive email, short messages, run applications such as address book, calculator, scheduler, etc and operates as a fully functional cellular telephone. In addition to the Halo device Planet Halo also has an exclusive license to deploy a proprietary wireless gateway in North America. The gateway, named "Halomail", provides a secure interface for wireless access to the Internet, and to the worldwide web. Users of the Halo or other wireless devices may use Halomail as their email client, a secure connection for monetary transactions, browse the worldwide web, connect to their own Intranets, and essentially use the gateway as a secure on-ramp to the Internet in much the same way as a wired connection operates. Concierge plans to move the Halo device into production readiness and to seek partners for the launch of the Halomail gateway on service provider networks. Planet Halo will continue to be operated by its President, Marc Angell, from his offices located in Ventura, California. Concierge Technologies has not approved an operating budget for Planet Halo and is currently reliant upon Marc Angell to continue providing his services, including operating expenses, for the near term. There is no assurance that this situation will endure for the long term, or that Concierge will not be required to fund its operations in the near future. On June 17, 2002, David W. Neibert became our President and Chief Operations Officer. Upon assuming that role, he moved the general accounting and 13 administrative offices of our company to a co-location with his firm, The Wallen Group. We do not currently pay rent and have no lease for the facilities being provided by Mr. Neibert. As of March 31, 2005, we had no employees and no fixed overhead other than the variable cost of web hosting, legal and professional fees, fees charged by our transfer agent and minimum tax payments. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo transaction. Our president, the president of Planet Halo, our CEO and directors are continuing to provide services without cash compensation; however, there are no assurances that this situation will continue for the indefinite future. In the event our President is unwilling to continue in his capacity without compensation, we expect that our CEO and/or the President of Planet Halo will assume those duties on behalf of the Company. Liquidity Our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In two instances we have sold shares of our common stock in exchange for cash. The amount of borrowed funds 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 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 and market the remaining inventory of the PCA product. With the acquisition of Planet Halo there are added demands for operating capital. The Company has been aggressively pursuing financing for the funding of the Halo device project, however the financial advisor retained to assist with the effort has not produced a satisfactory result. Until such time as definitive agreements are reached with investors, such a financing remains speculative. If the financing is not available, the Halo may not be put into production. In the event the financing is not completed, our funds and inventory assets will be exhausted at some point and continuing operations may be impossible. Item 3. Controls and Procedures Evaluation of disclosure controls and procedures. The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2005. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective. 14 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The following exhibits are filed, by incorporation by reference, as part of this Form 10-QSB: Exhibit Item - ------- ---- 2 - Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.* 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.** 10.1 - Agreement of Merger between Starfest, Inc. and Concierge, Inc.* 14 - Code of Ethics for CEO and Senior Financial Officers.*** 31 - 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. 31.1 - 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 - 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. 15 32.1 - Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein. **Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein. ***Previously filed with Form 10-K FYE 06-30-04 on October 13, 2004; Commission File No. 000-29913, incorporated herein. SIGNATURES Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: May 18, 2005 CONCIERGE TECHNOLOGIES, INC. By /s/ David W. Neibert ---------------------------- David W. Neibert, President 16 EX-31 2 cti10qsbex31033105.txt CERTIFICATION OF CEO UNDER SECTION 302 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Allen E. Kahn, Chief Executive Officer of the registrant, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Concierge Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. [this paragraph has been omitted]; and c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 18, 2005 /s/ Allen E. Kahn ----------------------- Allen E. Kahn Chief Executive Officer Exhibit 31 Page 1 of 1 Page EX-31.1 3 cti10qsbex311033105.txt CERTIFICATION OF CFO UNDER SECTION 302 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) I, Allen E. Kahn, Chief Financial Officer of the registrant, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Concierge Technologies, Inc.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 15d-15(e) for the registrant and have: a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. [this paragraph has been omitted]; and c. evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies and material weaknesses in the design or operation of internal control which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 18, 2005 /s/ Allen E. Kahn ----------------------- Allen E. Kahn Chief Financial Officer Exhibit 31.1 Page 1 of 1 Page EX-32 4 cti10qsbex32033105.txt CERTIFICATION OF CEO UNDER SECTION 906 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the accompanying Quarterly Report of Concierge Technologies, Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2005 (the "Report"), I, Allen E. Kahn, Chief Executive Officer of the Company, hereby certify that to my knowledge: (1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. ss.78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 18, 2005 /s/ Allen E. Kahn ------------------------------------ Allen E. Kahn Chairman and Chief Executive Officer The above certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350) and is not being filed as part of the Form 10-QSB or as a separate disclosure document. Exhibit 32 Page 1 of 1 Page EX-32.1 5 cti10qsbex321033105.txt CERTIFICATION OF CFO UNDER SECTION 906 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350) In connection with the accompanying Quarterly Report of Concierge Technologies, Inc. (the "Company") on Form 10-QSB for the quarter ended March 31, 2005 (the "Report"), I, Allen E. Kahn, Chief Financial Officer of the Company, hereby certify that to my knowledge: (1) The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. ss.78o(d)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: May 18, 2005 /s/ Allen E. Kahn ----------------------- Allen E. Kahn Chief Financial Officer The above certification is furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss.1350) and is not being filed as part of the Form 10-QSB or as a separate disclosure document. Exhibit 32.1 Page 1 of 1 Page -----END PRIVACY-ENHANCED MESSAGE-----