Nevada
(state of
incorporation)
|
333-38838
(Commission File Number)
|
95-4442384
(IRS Employer
I.D. Number)
|
PART I | |||||
ITEM 1 | Business | 1 | |||
ITEM 2 | Properties | 3 | |||
ITEM 3 | Legal Proceedings | 4 | |||
ITEM 4 | Submission of Matters to a Vote of Security Holders | 4 | |||
PART II
|
|||||
ITEM 5 | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 5 | |||
ITEM 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 9 | |||
ITEM 8 | Financial Statements and Supplementary Data | 12 | |||
ITEM 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 28 | |||
ITEM 9A | Controls and Procedures | 28 | |||
ITEM 9B | Other Information | 28 | |||
PART III
|
|||||
ITEM 10 | Directors, Executive Officers and Corporate Governance | 29 | |||
ITEM 11 | Executive Compensation | 34 | |||
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 35 | |||
ITEM 13 | Certain Relationships and Related Transactions, and Director Independence | 35 | |||
ITEM 14 | Principal Accounting Fees and Services | 36 | |||
PART IV
|
|||||
ITEM 15 | Exhibits, Financial Statement Schedules | 37 |
● | 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." |
High | Low | |||||||
Calendar 2011 | ||||||||
3rd Qtr. | 0.01 | 0.002 | ||||||
4th Qtr | 0.012 | 0.003 | ||||||
Calendar 2012 | ||||||||
1st Qtr. | 0.014 | 0.004 | ||||||
2nd Qtr. | 0.015 | 0.0025 | ||||||
3rd Qtr. | 0.012 | 0.011 | ||||||
4th Qtr | 0.021 | 0.013 | ||||||
Calendar 2013 | ||||||||
1st Qtr | 0.018 | 0.01 | ||||||
2nd Qtr | 0.02 | 0.013 |
● |
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.
|
● |
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.
|
|
●
|
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.
|
|
●
|
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.
|
Date
|
No. of Shares
|
Shareholder
|
Type of Consideration
|
Value of Consideration
|
|||||||
11/9/10
|
40,000 |
Gonzalez & Kim
|
Services, Loan Fee
|
$ | 20,000 | ||||||
9/8/12
|
560,000 |
Gonzalez & Kim
|
Cash and Debt Forgiveness
|
$ | 112,000 |
● |
continue to gain market share in the field of mobile incident reporting
|
|
● |
increase our gross revenues,
|
|
● |
lower our operating costs by unburdening certain selling expenses to third party distributors,
|
|
● |
source and retain staff experienced in the field of software development and application of database report writing functions,
|
|
● |
have sufficient cash reserves to pay down accrued expenses
|
|
● |
attract partners in related fields of software development to participate in consolidated product bundling and service offerings involving our camera
|
● | 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. |
Report of Independent Registered Public Accounting Firm | 13 | |||
Consolidated Balance Sheets, as of June 30, 2013 and 2012 | 14 | |||
Consolidated Statements of Operations, Years Ended June 30, 2013 and 2012 | 15 | |||
Statements of Changes in Stockholders’ Deficit, June 30, 2012 to June 30, 2013 | 16 | |||
Consolidated Statements of Cash Flows, Years Ended June 30, 2013 and 2012 | 17 | |||
Notes to Consolidated Financial Statements | 18 |
June 30, 2013
|
June 30, 2012
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash & cash equivalents
|
$ | 39,444 | $ | 102,022 | ||||
Accounts receivable, net allowance for doubtful accounts of $25,186 and $12,486, respectively
|
113,386 | 264,309 | ||||||
Due from related party
|
11,084 | 10,084 | ||||||
Inventory
|
190,281 | 37,442 | ||||||
Advance to supplier
|
4,900 | - | ||||||
Assets of disposed subsidiary
|
- | 12,411 | ||||||
Total current assets
|
359,095 | 426,268 | ||||||
Security deposits
|
11,222 | 11,222 | ||||||
Property and equipment, net
|
14,978 | 6,799 | ||||||
Total assets
|
$ | 385,295 | $ | 444,289 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable and accrued expenses
|
$ | 522,773 | $ | 452,638 | ||||
Accounts payable - related parties
|
- | 77,062 | ||||||
Advance from customers
|
202 | 9,250 | ||||||
Notes payable - related parties
|
28,000 | 150,000 | ||||||
Liabilities of disposed subsidiary
|
- | 3,715 | ||||||
Total current liabilities
|
550,975 | 692,665 | ||||||
NON-CURRENT LIABILITIES:
|
||||||||
Long term notes payable of disposed subsidiary
|
- | 20,000 | ||||||
Related party convertible debenture, net
|
204,700 | 88,672 | ||||||
Total long term liabilities
|
204,700 | 108,672 | ||||||
Total liabilities
|
755,675 | 801,337 | ||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Preferred stock, 50,000,000 authorized par $0.001 at June 30, 2013 and 2012
|
||||||||
Series A: 206,186 shares issued and outstanding
|
206 | 206 | ||||||
Series B: 9,498,409 and 273,333 shares issued and outstanding at June 30, 2013 and June 30, 2012, respectively
|
9,498 | 273 | ||||||
Common stock, $0.001 par value; 900,000,000 shares authorized; 240,284,270 and 235,617,610 shares issued and outstanding at June 30, 2013 and June 30, 2012, respectively
|
240,285 | 235,618 | ||||||
Additional paid-in capital
|
3,953,521 | 3,805,357 | ||||||
Accumulated deficit
|
(4,573,889 | ) | (4,668,865 | ) | ||||
Total
|
(370,380 | ) | (627,411 | ) | ||||
Non-controlling interest
|
- | 270,364 | ||||||
Total deficit
|
(370,380 | ) | (357,047 | ) | ||||
Total liabilities and deficit
|
$ | 385,295 | $ | 444,289 |
For the Years Ended
|
||||||||
June 30
|
||||||||
2013
|
2012
|
|||||||
Net revenue
|
$ | 2,207,756 | $ | 2,431,687 | ||||
Cost of revenue
|
1,237,813 | 1,372,543 | ||||||
Gross profit
|
969,943 | 1,059,144 | ||||||
Operating expense
|
||||||||
General & administrative expense
|
1,147,556 | 817,014 | ||||||
Other income (expense)
|
||||||||
Other income
|
11,557 | 91,623 | ||||||
Interest expense
|
(13,827 | ) | (37,536 | ) | ||||
Beneficial conversion feature expense
|
(9,439 | ) | (50,068 | ) | ||||
Total other income (expense)
|
(11,709 | ) | 4,019 | |||||
Income (Loss) from continuing operations before income taxes
|
(189,322 | ) | 246,149 | |||||
Provision of income taxes
|
22,763 | 800 | ||||||
Income (Loss) from Continuing Operations
|
(212,085 | ) | 245,349 | |||||
Income (Loss) from Discontinued Operations :
|
||||||||
Gain on disposal of subsidiary
|
340,743 | - | ||||||
Loss from discontinued subsidiary
|
(65,057 | ) | (8,429 | ) | ||||
Income (Loss) from Discontinued Operations
|
275,686 | (8,429 | ) | |||||
Net Income
|
63,601 | 236,920 | ||||||
Income (loss) attributable to Non-controlling interest
|
(31,375 | ) | 161,433 | |||||
Net Income attributable to Concierge Technologies
|
$ | 94,976 | $ | 75,487 | ||||
Weighted average shares of common stock
|
||||||||
Basic
|
236,861,198 | 234,907,062 | ||||||
Diluted
|
237,391,751 | 234,925,111 | ||||||
Net income (loss) per common share - continuing operations
|
||||||||
Basic
|
$ | (0.00 | ) | $ | 0.00 | |||
Diluted
|
$ | (0.00 | ) | $ | 0.00 | |||
Net income (loss) per common share - discontinued operations
|
||||||||
Basic
|
$ | 0.00 | $ | (0.00 | ) | |||
Diluted
|
$ | 0.00 | $ | (0.00 | ) |
Preferred Stock (Series A)
|
Preferred Stock (Series B)
|
Common Stock
|
||||||||||||||||||||||||||||||||||||||||||
Number of
Shares
|
Par
Value
|
Number of
Shares
|
Par
Value
|
Number of
Shares
|
Par
Value
|
Additional
Paid In Capital
|
Accumulated
Deficit
|
Total
Concierges'
Deficit
|
Non-Controlling
Interest
|
Total
Deficit
|
||||||||||||||||||||||||||||||||||
Balance at June 30, 2011
|
596,186 | $ | 596 | 273,333 | $ | 273 | 233,667,610 | $ | 233,668 | $ | 3,806,917 | $ | (4,744,353 | ) | $ | (702,899 | ) | $ | 108,931 | $ | (593,968 | ) | ||||||||||||||||||||||
Series A preferred shares converted to common shares
|
(390,000 | ) | (390 | ) | - | - | 1,950,000 | 1,950 | (1,560 | ) | - | - | - | - | ||||||||||||||||||||||||||||||
Non-controlling Interest
|
- | - | - | - | - | - | - | - | - | 161,433 | 161,433 | |||||||||||||||||||||||||||||||||
Net income for the year ended June 30, 2012
|
- | - | - | - | - | - | - | 75,487 | 75,487 | - | 75,487 | |||||||||||||||||||||||||||||||||
Balance at June 30, 2012
|
206,186 | 206 | 273,333 | 273 | 235,617,610 | 235,618 | 3,805,357 | (4,668,865 | ) | (627,411 | ) | 270,364 | (357,047 | ) | ||||||||||||||||||||||||||||||
Series B preferred shares issued in settlement of debenture
|
- | - | 560,000 | 560 | - | - | 111,440 | - | 112,000 | - | 112,000 | |||||||||||||||||||||||||||||||||
Forgiveness of related party loans
|
- | - | - | - | - | - | 75,450 | - | 75,450 | - | 75,450 | |||||||||||||||||||||||||||||||||
Series B preferred shares issued to acquire Non Controlling Interest
|
- | - | 10,000,000 | 10,000 | - | - | 228,988 | - | 238,988 | (238,988 | ) | - | ||||||||||||||||||||||||||||||||
Series B preferred shares converted to common stock
|
- | - | (233,333 | ) | (233 | ) | 4,666,666 | 4,667 | (4,434 | ) | - | - | - | - | ||||||||||||||||||||||||||||||
Series B preferred shares cancelled in lieu of sale of subsidiary
|
- | - | (1,101,591 | ) | (1,102 | ) | - | - | (263,280 | ) | - | (264,382 | ) | - | (264,382 | ) | ||||||||||||||||||||||||||||
Gain on sale of subsidiary
|
- | - | - | - | - | - | - | 340,744 | 340,744 | - | 340,744 | |||||||||||||||||||||||||||||||||
Net income from continuing operations for the year ended June 30, 2013
|
- | - | - | - | - | - | - | (245,768 | ) | (245,768 | ) | (31,375 | ) | (277,144 | ) | |||||||||||||||||||||||||||||
Balance at June 30, 2013
|
206,186 | $ | 206 | 9,498,409 | $ | 9,498 | 240,284,276 | $ | 240,285 | $ | 3,953,521 | $ | (4,573,889 | ) | $ | (370,380 | ) | $ | - | $ | (370,380 | ) |
For the Years Ended June 30
|
||||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Income
|
$ | 94,976 | $ | 75,487 | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
||||||||
Gain on disposal of subsidiary
|
(340,744 | ) | - | |||||
Non-controlling interest
|
(31,375 | ) | 161,433 | |||||
Depreciation
|
4,607 | 1,804 | ||||||
Allowance for bad debt
|
12,700 | 12,486 | ||||||
Beneficial conversion feature expense
|
9,439 | 50,068 | ||||||
Amortization of debt issuance cost
|
1,888 | 10,014 | ||||||
(Increase) decrease in current assets:
|
||||||||
Accounts receivable
|
138,223 | (235,107 | ) | |||||
Advance to supplier
|
(4,900 | ) | - | |||||
Inventory
|
(152,839 | ) | 102,791 | |||||
Security deposit
|
- | (3,500 | ) | |||||
Increase (decrease) in current liabilities:
|
||||||||
Accounts payable & accrued expenses
|
165,974 | (86,329 | ) | |||||
Accounts payable - related parties
|
(1,612 | ) | 1,612 | |||||
Advances from customers
|
(9,048 | ) | (4,850 | ) | ||||
Net cash provided by (used in) operating activities - continuing operations
|
(112,710 | ) | 85,909 | |||||
Net cash provided by (used in) operating activities - discontinued operations
|
- | 136 | ||||||
Net cash provided by (used in) operating activities
|
(112,710 | ) | 86,045 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of equipment
|
(12,786 | ) | (6,297 | ) | ||||
Due from related party
|
(1,000 | ) | 980 | |||||
Net cash used in investing activities - continuing operations
|
(13,786 | ) | (5,317 | ) | ||||
Net cash used in investing activities
|
(13,786 | ) | (5,317 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Repayments to related parties
|
- | (20,000 | ) | |||||
Cash eliminated upon sales of Planet Halo
|
- | (12,410 | ) | |||||
Net cash used in financing activities - continuing operations
|
- | (20,000 | ) | |||||
Net cash provided by (used in) financing activities - discontinued operations
|
63,918 | (12,410 | ) | |||||
Net cash provided by (used in) financing activities
|
63,918 | (32,410 | ) | |||||
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
|
(62,579 | ) | 48,318 | |||||
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
|
102,022 | 53,704 | ||||||
CASH & CASH EQUIVALENTS, ENDING BALANCE
|
$ | 39,444 | $ | 102,022 | ||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Series A preferred shares converted to common shares
|
$ | - | $ | 390 | ||||
Series B preferred shares issued against convertible note
|
$ | 112,000 | $ | - | ||||
Forgiveness of accounts payable - related parties
|
$ | 75,450 | $ | - | ||||
Consolidation of PF notes into convertible debenture
|
$ | 204,700 | $ | - | ||||
Buyout of non-controlling interest in Wireless Village
|
$ | 2,400,000 | $ | - | ||||
Sale of Planet Halo shares to shareholder
|
$ | 264,382 | $ | - | ||||
Conversion of Series B preferred stock shares to common stock shares
|
$ | 4,667 | $ | - |
|
Estimated Useful Lives
|
Furniture & Office Equipment
|
Three Years
|
Network Hardware & Software
|
Three Years
|
Site Installation Materials
|
Three Years
|
June 30,
|
June 30,
|
|||||||
2013
|
2012
|
|||||||
Furniture & Office Equipment
|
$ | 15,392 | $ | 26,852 | ||||
Network Hardware & Software
|
28,428 | 55,254 | ||||||
Site Installation Materials
|
- | 1,813 | ||||||
Total Fixed Assets
|
43,820 | 83,919 | ||||||
Accumulated Depreciation
|
28,842 | (77,120 | ) | |||||
Total Fixed Assets, Net
|
$ | 14,978 | $ | 6,799 |
June 30, 2013
|
June 30, 2012
|
|||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
- | $ | 35,000 | |||||
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand
|
8,500 | 8,500 | ||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due)
|
5,000 | 5,000 | ||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on December 31, 2012
|
- | 28,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
- | 14,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
3,500 | 3,500 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
- | 20,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on December 31, 2012
|
1,000 | 1,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012
|
- | 15,000 | ||||||
Notes payable to shareholder, interest rate of 6%, unsecured and payable on December 31, 2012
|
- | 10,000 | ||||||
28,000 | 150,000 |
June 30, 2012
|
June 30, 2011
|
|||||||
Notes payable to shareholder, interest rate of 3%, unsecured and payable on April 1, 2014
|
- | 20,000 | ||||||
$ | - | $ | 20,000 |
June 30, 2013
|
June 30, 2012
|
|||||||
Accounts payable
|
$ | 279,992 | $ | 106,569 | ||||
Tax reserve
|
44,881 | 94,595 | ||||||
Accrued judgment
|
135,000 | 135,000 | ||||||
Accrued interest
|
19,351 | 91,973 | ||||||
Auditing
|
24,500 | 24,500 | ||||||
Payroll Tax Liability
|
19,049 | - | ||||||
Total
|
$ | 522,773 | $ | 452,638 |
2013
|
2012
|
|||||||
Current tax, net
|
$ | 22,763 | $ | 800 | ||||
Deferred (tax)/ benefit
|
77,330 | (115,115 | ) | |||||
Change in valuation allowance
|
(77,330 | ) | 115,115 | |||||
Income tax expense
|
$ | 22,763 | $ | 800 |
2013
|
2012
|
|||||||
Deferred tax assets (liabilities):
|
||||||||
Net operating loss carryforwards
|
$ | 4,795,953 | $ | 4,597,192 | ||||
Deferred tax assets, net
|
1,876,153 | 1,798,823 | ||||||
Valuation allowance
|
(1,876,153 | ) | (1,798,823 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
2013
|
2012
|
|||||||||||||||
Amount
|
Rate
|
Amount
|
Rate
|
|||||||||||||
Tax expense (benefit) at federal statutory rate
|
$ | (64,369 | ) | -34.0 | % | $ | 80,825 | 34.0 | % | |||||||
State taxes, net of federal benefit
|
(16,736 | ) | -8.8 | % | 14,263 | 6.0 | % | |||||||||
Beneficial conversion expense
|
3,776 | 2.3 | % | 20,027 | 8.4 | % | ||||||||||
Minimum franchise tax
|
(800 | ) | 0.0 | % | (800 | ) | 0.0 | % | ||||||||
Change in valuation allowance
|
77,330 | 40.6 | % | (115,115 | ) | -48.4 | % | |||||||||
Tax expense at actual rate
|
$ | (22,763 | ) | 0.0 | % | $ | (800 | ) | 0.0 | % |
Person
|
Offices
|
Office Held
Since
|
Term of
Office
|
|||
David W. Neibert
|
C.E.O. and Director
|
2002
|
2014
|
|||
Peter Park
|
Director
|
2013
|
2014
|
|||
Samuel Wu
|
Director
|
2002
|
2014
|
|||
Allen E. Kahn
|
Chairman, CFO and Director
|
1996
|
2014
|
|||
Hansu Kim
|
Secretary and Director
|
2013
|
2014
|
|||
Nelson Choi
|
Director
|
2013
|
2014
|
|||
Matt Gonzalez
|
Director
|
2013
|
2014
|
|
●
|
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.
|
|
●
|
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.
|
Name
|
No. of Late Reports
|
No. of Transactions
Not Timely Reported
|
No. of Failures
to File a
Required Report
|
|||||||||
None
|
0 | 0 | 0 |
Name and Principal Position
|
Year
|
Salary, Commission, or Fees
|
Bonus
|
Common
Stock
Awards
|
Total
|
|||||||||||||
David Neibert, CEO (1)
|
FY 2013
|
25,000 | 0 | 0 | 25,000 | |||||||||||||
FY 2012
|
0 | 0 | 0 | 0 | ||||||||||||||
Allen Kahn, Chairman and CFO
|
FY 2013
|
0 | 0 | 0 | 0 | |||||||||||||
FY 2012
|
0 | 0 | 0 | 0 | ||||||||||||||
Peter Park, President Wireless Village
|
FY 2013
|
252,099 | 0 | 0 | 252,099 | |||||||||||||
FY 2012
|
157,0890 | 0 | 0 | 157,0890 | ||||||||||||||
Nelson Choi, Sec Wireless Village
|
FY 2013
|
217,803 | 0 | 0 | 217,803 | |||||||||||||
FY 2012
|
123,469 | 0 | 0 | 123,469 |
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion ($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensa-
tion ($)
|
Total
($)
|
|||||||||||||||||||||
David W. Neibert
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Hansu Kim
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Peter Park
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Nelson Choi
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Samuel Wu
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Allen E. Kahn
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Matt Gonzalez
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
Name and Address of
Beneficial Owner
|
Amount
Owned
|
Percent of
Class
|
||||||
Allen E. Kahn
7547 W. Manchester Ave., No. 325
Los Angeles, CA 90045
|
20,850,235 | 4.84 | % | |||||
Samuel C.H. Wu
1202 Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong, China
|
20,855,437 | 4.83 | % | |||||
Gonzalez & Kim
150 Clement St.
San Francisco, CA 94118
|
70,017,140 | (2) | 16.24 | % | ||||
Peter Park
15 Berryessa Way
Hillsborough, CA 94010
|
44,063,640 | (4) | 10.22 | % | ||||
David W. Neibert
29115 Valley Center Rd., #K-206
Valley Center, CA 92082
|
9,475,593 | (3) | 2.20 | % | ||||
Nelson Choi
2571 Olympic Dr
San Bruno, CA 94066
|
44,063,640 | (5) | 10.22 | % | ||||
Officers and Directors
as a Group (6 n)
|
209,323,685 | (6) | 48.54 | % |
(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)
|
Gonzalez & Kim is a California general partnership whose partners are Hansu Kim and Matt Gonzalez, both of whom are directors of the company. Their ownership is in the form of 3,500,857 shares of Concierge Series B Voting, Convertible, Preferred stock that, when converted at a ratio of 1:20, would equal to 70,017,140 shares of common stock. Their ownership rights are equal, thus they each are beneficial owners of 35,008,570 shares of common stock.
|
(3)
|
Mr. Neibert’s minor child owns 6,754 shares of common stock included in the calculation.
|
(4)
|
Peter Park owns 2,203,182 857 shares of Concierge Series B Voting, Convertible, Preferred stock that, when converted at a ratio of 1:20, would equal to 44,063,640 shares of common stock.
|
(5)
|
Nelson Choi owns 2,203,182 857 shares of Concierge Series B Voting, Convertible, Preferred stock that, when converted at a ratio of 1:20, would equal to 44,063,640 shares of common stock.
|
(6)
|
For purposes of calculating total shares of common stock, Series A and Series B issued shares are treated as though they have been converted into common stock.
|
Fiscal Year ended June 30, 2013 | $ | 35,000 | ||
Fiscal Year ended June 30, 2012 | $ | 35,000 |
Fiscal Year ended June 30, 2013 | $ | -0- | ||
Fiscal Year ended June 30, 2012 | $ | -0- |
Fiscal Year ended June 30, 2013 | $ | -0- | ||
Fiscal Year ended June 30, 2012 | $ | -0- |
Fiscal Year ended June 30, 2013 | $ | -0- | ||
Fiscal Year ended June 30, 2012 | $ | -0- |
Exhibit No. | Description | |
2 |
-
|
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
|
2 |
-
|
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++ |
3.1 |
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.* |
3.2 | - | Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.* |
3.5 | - | Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.** |
3.6 |
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.** |
3.7 |
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+ |
3.8 |
-
|
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+ |
3.9 |
-
|
Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010. |
3.10 |
-
|
Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010. |
10.1
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc.* |
14 |
-
|
Code of Ethics for CEO and Senior Financial Officers.*** |
31.1 | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
CONCIERGE TECHNOLOGIES, INC.
|
|||
Date: October xx, 2013
|
By:
|
/s/ David W. Neibert
|
|
David W. Neibert, President | |||
Date: October 15, 2013
|
/s/ David W. Neibert
|
||
David W. Neibert, C.E.O. and Director |
Date: October 15, 2013
|
|
/s/ Allen E. Kahn
|
|
Allen E. Kahn, Chief Financial Officer and Director |
Date: October 15, 2013
|
/s/ Peter Park | ||
Peter Park, Director |
Date: October 15, 2013
|
/s/ Hansu Kim | ||
Hansu Kim, Secretary and Director |
Date: October 15, 2013
|
|
/s/ Samuel C.H. Wu | |
Samuel C.H. Wu, Director |
Date: October 15, 2013
|
/s/ Matt Gonzalez | ||
Matt Gonzalez, Director |
Date: October 15, 2013
|
/s/ Nelson Choi | ||
Nelson Choi, Director | |||
Description | ||
2 | - | Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.* |
2 | - | Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++ |
3.1 | - | Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.* |
3.2 | - | Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.* |
3.5 | - | Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.** |
3.6 | - | Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.** |
3.7 | - | Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+ |
3.8 | - | Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+ |
3.9 | - | Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010. |
3.10 | - | Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010. |
10.1 | - | Agreement of Merger between Starfest, Inc. and Concierge, Inc.* |
14 | - | Code of Ethics for CEO and Senior Financial Officers.*** |
31.1 | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 | - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 | - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 | - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
Date: October 15, 2013
|
|
/s/ David Neibert
|
|
David Neibert, Chief Executive Officer | |||
Date: October 15, 2013
|
/s/ Allen E. Kahn
|
||
Allen E. Kahn
|
|||
Chief Financial Officer
|
|||
Date: October 15, 2013
|
/s/ David Neibert | ||
David Neibert
|
|||
Chief Executive Officer
|
|||
Date: October 15, 2013
|
|
/s/ Allen E. Kahn | |
Allen E. Kahn
|
|||
Chief Financial Officer
|
|||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
---|---|
Jun. 30, 2013
|
|
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), and its wholly owned subsidiary, Wireless Village. All significant inter-company transactions and accounts have been eliminated in consolidation. A wholly owned subsidiary of the Company, Planet Halo was disposed during the current year and hence, has been eliminated from the accompanying Consolidated Financial Statements. |
Use of Estimates | Use of Estimates
The preparation of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
|
Cash and Cash Equivalents | Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. |
Allowance for Doubtful Debts | Allowance for Doubtful Debts
The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determined that an allowance of $25,186 and $12,486 was necessary for the years ended June 30, 2013 and 2012, respectively. |
Inventory | Inventory
Inventories are valued at the lower of cost (determined on a FIFO basis) or market. Inventories include product cost, inbound freight and warehousing costs. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventories to their market value, if lower. |
Property and Equipment | Property and Equipment
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over an estimated useful life of three years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
|
Fair Value of Financial Instruments | Fair Value of Financial Instruments
The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, and accounts payable.
The three levels are defined as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.
|
Revenue Recognition | Revenue Recognition
Revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist, and collectability is reasonably assured. |
Share-based Compensation | Share-based Compensation
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the applicable vesting period of the stock award (generally four to five years) using the straight-line method. |
Income Taxes | Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.
|
Segment Reporting | Segment Reporting
ASC Topic 280, Segment Report, requires use of the management approach model for segment reporting. The management approach model is based on the way a companys management organizes segments within the company for making operating decisions and assessing performance. ASC Topic 280 has no effect on the Companys consolidated financial statements as the Company consists of one reportable business segment. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements
Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists: An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. ASU Topic No. 2013 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
Accounting Standards Update No. 2013-05, Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity: This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU Topic No. 2013-05 is effective for our fiscal year 2014, although early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
In March 2013, the FASB issued guidance on a parents accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for the Company beginning July 1, 2014. The adoption of this standard is not expected to have a material impact on the Companys financial statements.
FASB Accounting Standards Update No. 2012-02
On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the Companys financial statements.
FASB Accounting Standards Update No. 2013-02
In February 2013, the FASB issued ASU No. 2013-02, which amends the authoritative accounting guidance under ASC Topic 220 Comprehensive Income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under generally accepted accounting principles in the United States of America (GAAP) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Adoption of this update is not expected to have a material effect on the Companys consolidated results of operations or financial condition.
In December 2011, the FASB issued guidance on offsetting (netting) assets and liabilities. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January 1, 2013. |
;KB;4E
M1!3,S&@D+)7\``3@TZDK41H0D>*S__M1;;K]T@WB693X`0&X\\+:[KD2)EVG
M?&L[7O^+H-ZCP0B51@)@+Y_#TNV7/232^_54=,5JT?`/!XH%MFI/A2@],@>#
M9X=P^\'%:QZ":\+(H["R=*'*@7P+:7E?)?'">X=(EA*R'D.(B Y4S]X8E]#>>\+<-X>=$^[>BB
M16XYKU-[(8S.3.?Z6(QW#46#O=PH/GWX_*,TE7GJ1)RJ4H$9B,<&'>DX8?)I
MRDM@=K!KRC:95-T;7N0M1.SY:_M"1$9KN%O"4"3`'+D`L@$CF\)"*<5O,@?!
MJ HQ>\HJK7VCW!50,ALE<[FY73>7#=)-1U"9YP4/ )0@4>55:\9EFX+%R
MKQ($BKQ*$)S;J]FT:G9W9[%EBOW*3%I]G.K"(KZY+C9KA'GJ/(R6<+HG.X?1
MPYEJ F#0<``&H=```9````>&PO=V]R:W-H965T87D\H-F=:[QQXKU!XJXESC`UT-">4/(RW!*#$4@JX?S
MXZ3WU06LC";4L:J*UH,;HY7!YOJ5E3A#8#58.9BL;#2Q#LU/TC2=IC(4>&X<
MQ;/>8406WD*FQ%.RL/
&\,B%S
M7FU<,O5=AU4)3_/JL'%_?'^>/+B.5+1*:<$KMG'?F70_;S_]L3YS\2*/C"D'
M&"JY<8]*U2O/D\F1E51.>&ULC%1=;]L@%'V?M/^`>*^)
M[7PUBE,UJ;I-VJ1IVL6%"/%%R]%
MK0W;5.#[$(\9/W.WDQZ]DMQHJW,7`1T)@?8]WY-[`DRK92;!@4\[,B)/\6.\
M>)ICLEJV^?DEQ=Y>O"-;ZOUG([.OLA:0;#@F?P`;K=\\]"7S2["9]':OVP/X
M9E`F]
MH13"2AY-8G6BVYXNK;+0JO_1FR3C_:\6)R3]SXJ3;5:SI<'K2!(.![DT)DE6
M)`A5$HPFC236P(LA$_)V%TO#36)I@O7MD"#7QHH`;/LF^\UHT@@A!%B^X80J
M#4:37!W#H2:TH@%ZD[7``:$116@PTS@J`4)NDJMC.,Z$5@1`;R*$0T$5$A$"
M8'5\Z('[BO`R.<=HDDMC.-U$5BQ`;Y)M8H%(4,/)(R)XF-'&"2#T$@:``<`W
M`J\-QX/("@KH3;1Q3JC'@XCUM``%5JTHGN<<7D>2<#Q`+D&2X8`06>$!O4DV
M3@R-)(*'F=JH2(BX219B."!$5DA`;R*$(T$CA""!U29<AUD%L6T??:^,&?VBJ[,+.K=E^B^8F1D%L0#.7-=2YVI
>LIM!LNTG41::;WDE96499
M*XI"UBZNYY1YH?A%@%(VT">"D4)M[=L!HE@A*F!Y-`GJ2K%CABBW=-EN$`60
MZ8;/98LLHRSO2.1LQ=W3-_%+!7G'UY&/%'IO*RX[MN16O-GIM7HMQ_4Q*S
1-032!B`01\>%-X`5&R$$A.WR3Q0/F6@8D3B<@"GX`',01`9&O$B`O#1*]
M-V89$C2?S4!ZIXFA8!(%BA"(,`&>%\^-D)&2%05>&SX(YUKH"&(2Q@B1Q`@Y
M(Y,XB"9$U>3!U,SD$TE2)5^*[YK(\.L\2+2NQH#G)(5AT^($:`1.082`I\LT
M2_.Y+4BW*0%WX#J$319593J'OC''!=$<_B7X%]5*+YY!@L%W:,X_Z*OB9[,`
MMU=%MT:)@94H,#IR`;I;,S!R/B8BP?2^4/^2W6>B_PKM-]8E)3&KWRVFF=FA
M1BT?823TYK(0GTF:%X)$E',JC9"C93?8=T#,-72G&1KS=,IKOGC=$#.U;HR9
M6G<;S9@W;?S=&V/E9E=BYG_$V4RB^V,Z2'`PFMX,HS`O'\6\QI5/)=M.V\-#
M!ZTH9PLUA[;VUP-GJ@8M+W00;T7+![;8^OQIT&^#V_8!Y`[.3ONCOAK[>V>.
M_?K4<7\!``#__P,`4$L#!!0`!@`(````(0`6/3?E,0$``$`"```1``@!9&]C
M4')O<',O8V]R92YX;6P@H@0!**```0``````````````````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M````````````````````````````````````````````````````````````
M``````````"
4. GOING CONCERN
|
12 Months Ended |
---|---|
Jun. 30, 2013
|
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $4,573,889 as of June 30 2013, including a net income of $63,601 during the year ended June 30, 2013. The historical losses have adversely affected the liquidity of the Company. The current yearly operations resulted in a net income that, in part, was due to a gain of $275,686 through the disposal of its wholly owned subsidiary, Planet Halo, and although losses were minimal during the current fiscal year, 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, continue product research and development efforts, and successfully compete for customers.
In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Companys ability to increase profitability from operations, obtain financing, and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended June 30, 2013, towards (i) establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of Wireless Village, the sale of a non-revenue producing subsidiary, and (iv) acquisition of suitable synergistic partners for business opportunities in mobile incident reporting that generate immediate revenues.
Management believes that the above actions will allow the Company to continue operations for the next 12 months.
|
5. PROPERTY AND EQUIPMENT (Details 1) (USD $)
|
Jun. 30, 2013
|
Jun. 30, 2012
|
---|---|---|
Property And Equipment Details 1 | ||
Furniture & Office Equipment | $ 15,392 | $ 26,852 |
Network Hardware & Software | 28,428 | 55,254 |
Site Installation Materials | 1,813 | |
Total Fixed Assets | 43,820 | 83,919 |
Accumulated Depreciation | 28,842 | 77,120 |
Total Fixed Assets, Net | $ 14,978 | $ 6,799 |
5. PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Estimated useful lives |
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and equipment |
|
6. RELATED PARTY TRANSACTIONS (Details 1) (USD $)
|
Jun. 30, 2013
|
Jun. 30, 2012
|
---|---|---|
Related Party Transactions Details 1 | ||
Notes payable to shareholder, interest rate of 3%, unsecured and payable on April 1, 2014 | $ 20,000 | |
Long term notes payable - related parties | $ 20,000 |
9. INCOME TAXES (Details 1) (USD $)
|
Jun. 30, 2013
|
Jun. 30, 2012
|
---|---|---|
Deferred tax assets (liabilities): | ||
Net operating loss carryforwards | $ 4,795,953 | $ 4,597,192 |
Deferred tax assets, net | 1,876,153 | 1,798,823 |
Valuation allowance | (1,876,153) | (1,798,823) |
Net deferred tax assets |
5. PROPERTY AND EQUIPMENT (Details Narrative) (USD $)
|
12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Property And Equipment Details Narrative | ||
Depreciation expense | $ 4,607 | $ 1,804 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
---|---|
Jun. 30, 2013
|
|
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), and its wholly owned subsidiary, Wireless Village. All significant inter-company transactions and accounts have been eliminated in consolidation. A wholly owned subsidiary of the Company, Planet Halo was disposed during the current year and hence, has been eliminated from the accompanying Consolidated Financial Statements.
Use of Estimates
The preparation of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations.
Allowance for Doubtful Debts
The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. In establishing the required allowance, management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, customer concentrations, current economic trends and changes in customer payment patterns. Reserves are recorded primarily on a specific identification basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company determined that an allowance of $25,186 and $12,486 was necessary for the years ended June 30, 2013 and 2012, respectively.
Inventory
Inventories are valued at the lower of cost (determined on a FIFO basis) or market. Inventories include product cost, inbound freight and warehousing costs. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventories to their market value, if lower.
Property and Equipment
Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation is computed using the straight line method over an estimated useful life of three years.
Impairment of Long-Lived Assets
The Company tests long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
Fair Value of Financial Instruments
The Company's financial instruments primarily consist of cash and cash equivalents, accounts receivable, and accounts payable.
The three levels are defined as follows:
Level 1: Quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
As of the balance sheet dates, the estimated fair values of the financial instruments were not materially different from their carrying values as presented on the balance sheet. This is primarily attributed to the short maturities of these instruments.
Revenue Recognition
Revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist, and collectability is reasonably assured.
Share-based Compensation
The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognize it as expense over the applicable vesting period of the stock award (generally four to five years) using the straight-line method.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits or if future deductibility is uncertain.
Segment Reporting
ASC Topic 280, Segment Report, requires use of the management approach model for segment reporting. The management approach model is based on the way a companys management organizes segments within the company for making operating decisions and assessing performance. ASC Topic 280 has no effect on the Companys consolidated financial statements as the Company consists of one reportable business segment.
Recent Accounting Pronouncements
Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists: An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. ASU Topic No. 2013 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
Accounting Standards Update No. 2013-05, Parents Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity: This ASU addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU Topic No. 2013-05 is effective for our fiscal year 2014, although early adoption is permitted. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
In March 2013, the FASB issued guidance on a parents accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent release any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for the Company beginning July 1, 2014. The adoption of this standard is not expected to have a material impact on the Companys financial statements.
FASB Accounting Standards Update No. 2012-02
On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement is not expected to have a material impact on the Companys financial statements.
FASB Accounting Standards Update No. 2013-02
In February 2013, the FASB issued ASU No. 2013-02, which amends the authoritative accounting guidance under ASC Topic 220 Comprehensive Income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under generally accepted accounting principles in the United States of America (GAAP) to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. The amendments in this update are effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. Adoption of this update is not expected to have a material effect on the Companys consolidated results of operations or financial condition.
In December 2011, the FASB issued guidance on offsetting (netting) assets and liabilities. Entities are required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The new guidance is effective for annual periods beginning after January 1, 2013. |
5. PROPERTY AND EQUIPMENT
|
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT | Property and equipment are recorded at cost. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The cost of improvements that extends the life of property and equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred. Property and equipment are being depreciated and amortized on the straight-line basis over the following estimated useful lives.
As of June 30, 2013 and June 30, 2012, property and equipment consisted of the following:
Depreciation expense amounted to $4,607 and $1,804 for the years then ended June 30, 2013 and 2012, respectively.
|
3. BASIC AND DILUTED NET LOSS PER SHARES
|
12 Months Ended |
---|---|
Jun. 30, 2013
|
|
Net loss per common share - continuing operations | |
3. BASIC AND DILUTED NET LOSS PER SHARES |
Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. However, diluted net loss per share for the years ended June 30, 2013 and June 30, 2012 does not reflect the effects of shares potentially issuable upon conversion of convertible notes. These potentially issuable shares would have an anti-dilutive effect on the Companys net loss per share. |
6. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)
|
Jun. 30, 2012
|
---|---|
Related Party Transactions [Abstract] | |
Accounts payable due to related party | $ 75,450 |
9. INCOME TAXES (Details 2) (USD $)
|
12 Months Ended | |
---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
Tax expense at actual rate | $ 22,763 | $ 800 |
Amount
|
||
Tax expense (benefit) at federal statutory rate | (64,369) | 80,825 |
State taxes, net of federal benefit | (16,736) | 14,263 |
Beneficial conversion expense | 3,776 | 20,027 |
Minimum franchise tax | (800) | (800) |
Change in valuation allowance | 77,330 | (115,115) |
Tax expense at actual rate | (22,763) | (800) |
Rate
|
||
Tax expense (benefit) at federal statutory rate | -34.0% | 34.0% |
State taxes, net of federal benefit | -8.8% | 6.0% |
Beneficial conversion expense | 2.3% | 8.0% |
Minimum franchise tax | 0 | 0 |
Change in valuation allowance | 40.6% | -48.4% |
Tax expense at actual rate | $ 0 | $ 0 |