U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QA
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
Commission File No. 000-29913
CONCIERGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
State of Incorporation: Nevada
IRS Employer I.D. Number: 95-4442384
29115 Valley Center Rd. K-206
Valley Center, CA 92082
866-800-2978
____________________________________________________
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of November 1, 2011, there were 233,667,610 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 596,186 shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 273,333 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.
EXPLANATORY NOTE
Form 10-Q for the Fiscal Quarter Ended Spetember 30, 2011
Exhibits
4. Revise to file the interactive data file as an exhibit to the Form 10-Q as required by Item 601(b)(101) of Regulation S-K.
RESPONSE
The registrant acknowledges that:
- the company is responsible for the adequacy and accuracy of the disclosure in the filing;
- | staff comments or changes to disclosure in response to staff comments do not foreclose the |
Commission from taking any action with respect to the filing; and
- the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
The registrant files Form 10-Q/A herewith for the fiscal quarter ended September 30, 2011 with the updated cover page and the interactive data file.
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Table Of Contents
Page | ||||||
Part 1 | Financial Information | 3 | ||||
Item 1. | Financial Statements (Unaudited) | 3 | ||||
Item 2. | Management’s Discussion and Analysis of Financial Condition | |||||
and Results of Operations | 13 | |||||
Item 3. | Controls and Procedures | 15 | ||||
Part 2 | Other Information | 16 | ||||
Item 4. | Legal Proceedings | 16 | ||||
Item 5. | Other Information | 17 | ||||
Item 6. | Exhibits | 17 | ||||
Signatures | 19 |
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PART I – FINANCIAL INFORMATION
Item 1. | Financial Statements | Page | |||||
Consolidated Balance Sheets (Unaudited) | 4 | ||||||
Consolidated Statements of Operations for the Three Month Periods Ended September 30, 2011 and 2010 (Unaudited) | 5 | ||||||
Consolidated Statements of Cash Flows for the Three Month Periods Ended September 30, 2011 and 2010 (Unaudited) | 6 | ||||||
Notes to Unaudited Financial Statements | 7 |
3 |
CONSOLIDATED CONDENSED BALANCE SHEETS | |||||
(UNAUDITED) | |||||
September 30, 2011 | June 30, 2011 | ||||
ASSETS | |||||
CURRENT ASSETS: | |||||
Cash & cash equivalents | $ 8,571 | $ 53,704 | |||
Accounts receivable | 66,627 | 41,688 | |||
Due from related party | 10,000 | 11,065 | |||
Inventory | 99,314 | 140,233 | |||
Security deposits | 7,722 | 7,722 | |||
Total current assets | 192,234 | 254,412 | |||
Property and equipment, net | 1,685 | 2,306 | |||
Total assets | $ 193,919 | $ 256,718 | |||
LIABILITIES AND SHAREHOLDERS' DEFICIT | |||||
CURRENT LIABILITIES: | |||||
Accounts payable and accrued expenses | $ 492,956 | $ 542,546 | |||
Account payable - related parties | 76,370 | 75,450 | |||
Advances from customers | 14,100 | 14,100 | |||
Notes payable - related parties | 150,000 | 150,000 | |||
Total current liabilities | 733,426 | 782,096 | |||
NON-CURRENT LIABILITIES: | |||||
Long term notes payable - related parties | - | 40,000 | |||
Related party convertible debenture, net | 43,693 | 28,590 | |||
Total long term liabilities | 43,693 | 68,590 | |||
Total liabilities | 777,119 | 850,686 | |||
COMMITMENT & CONTINGENCY | |||||
SHAREHOLDERS' DEFICIT | |||||
Preferred stock, 50,000,000 authorized par $0.001 | |||||
Series A:596,186 shares issued and outstanding at Sep 30, 2011 and June 30, 2011 | 596 | 596 | |||
Series B: 273,333 shares issued and outstanding at Sep 30, 2011 and June 30, 2011 | 273 | 273 | |||
Common stock, $0.001 par value; 900,000,000 shares authorized; 233,667,610 shares issued and outstanding at Sep 30, 2011 and June 30, 2011 | 233,668 | 233,668 | |||
Additional paid-in capital | 3,806,917 | 3,806,917 | |||
Accumulated deficit | (4,732,454) | (4,744,353) | |||
Total Concierge's shareholders' deficit | (691,000) | (702,899) | |||
Non-controlling interest | 107,801 | 108,931 | |||
Total deficit | (583,199) | (593,968) | |||
Total liabilities and equity | $ 193,919 | $ 256,718 | |||
The accompanying notes are an integral part of these consolidated condensed financial statements |
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS | |||||||
(UNAUDITED) | |||||||
For the Three-Month Periods Ended | |||||||
September 30, | |||||||
2011 | 2010 | ||||||
Net revenue | $ 276,777 | $ 50,184 | |||||
Cost of revenue | (167,613) | (38,276) | |||||
Gross profit | 109,164 | 11,908 | |||||
Operating expenses: | |||||||
General & administrative expenses | (116,341) | (14,014) | |||||
Other income (expenses) | |||||||
Other income | 38,381 | - | |||||
Interest expense | (7,049) | (3,983) | |||||
Beneficial conversion feature expense | (12,586) | (3,010) | |||||
Total other income (expenses) | 18,747 | (6,993) | |||||
Income (loss) before non-controlling interest and income taxes | 11,569 | (9,099) | |||||
Provision of income taxes | 800 | 800 | |||||
Non-controlling interest | (1,130) | - | |||||
Net income attributable to Concierge | $ 11,899 | $ (9,899) | |||||
Weighted average shares of common stock | |||||||
Basic | 233,667,610 | 233,667,610 | |||||
Diluted | 242,115,200 | 233,667,610 | |||||
Net Earnings (Loss) per share | |||||||
Basic | $ 0.00 | $ (0.00) | |||||
Diluted | $ 0.00 | $ (0.00) | |||||
264,878 | |||||||
The accompanying notes are an integral part of these consolidated condensed financial statements |
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS | |||||||
FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2011 AND 2010 | |||||||
(UNAUDITED) | |||||||
For the Three-Month Periods Ended September 30, | |||||||
2011 | 2010 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net Income (Loss) | $ 11,899 | $ (9,899) | |||||
Adjustments to reconcile net loss to net cash used in | |||||||
operating activities: | |||||||
Non-controlling interest | (1,130) | - | |||||
Depreciation | 621 | 3,051 | |||||
Beneficial conversion feature expense | 12,586 | 3,010 | |||||
Amortization of debt issuance cost | 2,517 | 602 | |||||
(Increase) decrease in current assets: | |||||||
Accounts receivable | (24,940) | (13,210) | |||||
Inventory | 40,919 | (40,000) | |||||
Increase (decrease) in current liabilities: | |||||||
Accounts payable & accrued expenses | (49,590) | 7,626 | |||||
Accounts payable - related parties | 920 | - | |||||
Advances from customers | - | (890) | |||||
Net cash used in operating activities | (6,198) | (49,710) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Due from related party | 1,065 | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Repayments to related parties | (40,000) | (5,413) | |||||
Proceeds from convertible debenture | - | 100,000 | |||||
Net cash (used in) provided by financing activities | (40,000) | 94,587 | |||||
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS | (45,133) | 44,877 | |||||
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 53,704 | 4,868 | |||||
CASH & CASH EQUIVALENTS, ENDING BALANCE | $ 8,571 | $ 49,745 | |||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
Cash paid during the period for: | |||||||
Interest paid | $ - | $ - | |||||
Income taxes | $ - | $ - | |||||
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Series B preferred shares to be issued for debt issuance | $ - | $ 20,000 | |||||
The accompanying notes are an integral part of these consolidated condensed financial statements |
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NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Concierge Technologies, Inc., (the “Company”), a Nevada corporation, was originally incorporated in California on August 18, 1993 as Fanfest, Inc. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc. The Company’s principal operations include the purchase and sale of digital equipment through its majority owned subsidiary Wireless Village under the fictitious business name of 3rd Eye Cam.
NOTE 2. ACCOUNTING POLICIES
Accounting Principles
In the opinion of management, the accompanying balance sheets and related interim statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 2011 Form 10-K filed on October 13, 2011 with the U.S. Securities and Exchange Commission.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), its wholly owned subsidiary, Planet Halo, Inc., and majority owned subsidiary, Wireless Village. All significant inter-company transactions and accounts have been eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Pronouncements
In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the currently prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is less than its carrying amount, the two-step goodwill impairment test is not required. The new guidance will be effective for us beginning July 1, 2012.
In June 2011, the FASB issued guidance on presentation of comprehensive income. The new guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. Instead, an entity will be required to present either a continuous statement of net income and other comprehensive income or in two separate but consecutive statements. The new guidance will be effective for us beginning July 1, 2012 and will have financial statement presentation changes only.
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In May 2011, the FASB issued guidance to amend the accounting and disclosure requirements on fair value measurements. The new guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provides guidance on the applicability of premiums and discounts. Additionally, the new guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation processes and the sensitivity of the fair value to changes in unobservable inputs. The new guidance will be effective for us beginning January 1, 2012. Other than requiring additional disclosures, we do not anticipate material impacts on our financial statements upon adoption.
NOTE 3. GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $4,732,454 as of September 30, 2011, including a net income of $11,899 during the three-month period ended September 30, 2011. The historical losses have adversely affected the liquidity of the Company. Although the current quarter operations resulted in a net profit, and losses are expected to be curtailed during the current fiscal year due to increased product sales, the Company faces continuing significant business risks, which include, but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.
In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to increase profitability from operations, obtain financing, and succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended September 30, 2011, towards (i) establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, and (vi) acquisition of suitable synergistic partners for business opportunities in mobile incident reporting that generate immediate revenues.
Management believes that the above actions will allow the Company to continue operations for the next 12 months.
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
September 30, 2011 | June 30, 2011 | |||||||
Furniture & Office Equipment | $ | 26,852 | $ | 26,852 | ||||
Network Hardware & Software | 48,957 | 48,957 | ||||||
Site Installation Materials | 1,813 | 1,813 | ||||||
Total Fixed Assets | 77,622 | 77,622 | ||||||
Accumulated Depreciation | (75,937 | ) | (75,316 | ) | ||||
Total Fixed Assets, Net | $ | 1,685 | $ | 2,306 |
Depreciation expense amounted to $621 and $3,051 for three months period ended September 30, 2011 and 2010, respectively.
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NOTE 5. RELATED PARTY TRANSACTIONS
Notes Receivable- Related Party
Notes receivable to related party is comprised of two notes of $5,000 each. The principal of these notes are due and payable on or before May 1, 2012. The notes are unsecured and non-interest bearing until maturity.
Accounts Payable – Related Parties
Concierge Technologies, Inc. has no bank account in its own name. The Wallen Group, a consulting company headed by the C.E.O. and director of the Company, maintains an administrative account for the Company. As of September 30, 2011, The Wallen Group was owed $920 by the Company. The amount of the advancement is non-interest bearing, unsecured, and due on demand.
As of September 30, 2011, the Company has accounts payable to a related party in the amount of $75,450 related to hardware purchases from 3rd Eye Cam, a California general partnership whose founders are now directors of Wireless Village.
Notes Payable - Related Parties
Current related party notes payable consist of the following:
September 30, 2011 | June 30, 2011 | |||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | $ | 35,000 | $ | 35,000 |
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand | 8,500 | 8,500 | ||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due) | 5,000 | 5,000 | ||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on December 31, 2012 | 28,000 | 28,000 | ||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 14,000 | 14,000 | ||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 3,500 | 3,500 | ||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 20,000 | 20,000 | ||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 5,000 | 5,000 | ||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 5,000 | 5,000 | ||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on December 31, 2012 | 1,000 | 1,000 | ||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 15,000 | 15,000 | ||
Notes payable to shareholder, interest rate of 6%, unsecured and payable on December 31, 2012 | 10,000 | 10,000 | ||
notes payable to shareholder, noninterest-bearing, unsecured and payable on or before May 19, 2012 | - | 40,000 | ||
150,000 | 190,000 | |||
Less: Current amount | 150,000 | 150,000 | ||
- | 40,000 |
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In addition to the above, the Company issued a convertible debenture to a shareholder amounting to $100,000 with an interest rate of 6% on September 8, 2010 convertible into shares of Series B Convertible, Voting, Preferred stock, at the election of the debenture holder after October 9, 2010, at the conversion ratio of $0.20 per share. If the debenture holder elects to convert the debenture, the converted preferred shares can further be converted into common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the beneficial conversion feature embedded in the convertible debenture at September 8, 2010, the inception of this convertible note, was determined to be $100,000. As of September 30, 2011, $46,923 of the discount is shown as a discount to the convertible note which will be amortized over the remaining term of the note. During the three-month period ended September 30, 2011, the Company amortized a total of $12,586 as BCF expense.
The Company has recorded interest expense for the related party notes of $4,532 and $3,381 for each of the three-month periods ending September 30, 2011 and 2010, respectively.
NOTE 6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following:
September 30, 2011 | June 30, 2011 | |||
Account payable | $ | 112,265 | $ | 160,204 |
Tax reserve | 86,159 | 85,359 | ||
Accrued judgment | 135,000 | 135,000 | ||
Accrued interest | 131,532 | 124,483 | ||
Auditing | 28,000 | 37,500 | ||
Total | $ | 492,956 | $ | 542,546 |
NOTE 7. EQUITY TRANSACTIONS
Shares Issued in Connection with Financing Cost
During September, 2010, the company issued 40,000 shares of its Series B Convertible, Voting, par value $0.001 Preferred stock (“commitment fee shares”) in lieu of payment of a loan commitment fee to a California partnership, the convertible debenture holder, pursuant to agreement signed at September 8, 2010. These commitment fee shares are convertible into common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the debt issuance cost was $20,000 at September 8, 2010, which will be amortized over the term of the convertible debenture. At September 30, 2011, the unamortized debt issuance cost amounted to $9,385.
Share Based Compensation
On October 8, 2010 Concierge Technologies entered into Employee at Will Agreements with three individuals and also acquired an Exclusive Distribution Agreement and the services of a professional lobbying organization to assist Wireless Village with its transition to the business of selling, distributing and marketing mobile incident reporting cameras and associated hardware and services. In exchange for these services and agreements Concierge Technologies conveyed, in the aggregate, 817 shares of its 1,667 shares in Wireless Village. The resulting ownership in Wireless Village is 850 shares, or 51%, held by Concierge Technologies and 817 shares, or 49%, held by others.
As the shares of Wireless Village are not traded and have no implied fair value, the cost of services was estimated using a discounted cash flow model to arrive at a present value for the portion of the business being conveyed. Utilizing this methodology, the share-based compensation was determined to be $149,137. As the related agreements are “at will” in nature, the entire compensation cost was expensed on the date of execution of the agreements and is shown as minority interest of subsidiary on the accompanying balance sheet. The income statement for the period ending September 30, 2011 also includes an amount of ($1,130), representing the loss portion of the consolidated net income attributable to the non-controlling interest held by third parties.
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NOTE 8. INCOME TAXES
Our effective tax rates were approximately 7.92% and (8.79%) for the three months ended September 30, 2011 and 2010, respectively. Our effective tax rate was lower than the U.S. federal statutory rate due to the fact that our operations are carried out in foreign jurisdictions, which are subject to lower income tax rates, and the Company has net operating loss carry-forwards available to offset current and future taxable income.
NOTE 9. COMMITMENTS AND CONTINGENCIES
Lease Commitment
The Company entered into a lease agreement to rent an office space dated November 23, 2010, for the period from December 1, 2010 to November 30, 2011 at a monthly base rent of $762 plus monthly operating expenses. On July 28, 2011, the Company entered into a new agreement extending the lease period through November 30, 2012. Monthly base rent increases from $762 to $800 starting on December 1, 2011. All other terms of the agreement remain the same.
Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Rent expense amounted to $6,348 and $668 for the three-month periods ended September 30, 2011 and 2010, respectively.
Litigation
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the accompanying financial statements as accrued expenses as of September 30, 2011.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company, through Planet Halo and Wireless Village, had been selling subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly since 2007. During our last fiscal year ending June 30, 2011, we completed the transition away from this business and refocused our efforts on the sale and distribution of mobile video surveillance systems. This process began during the quarter ended September 30, 2010 and is reflected in the insignificant amount of wireless subscription revenues in comparison to camera hardware sales for the same period. As of the current quarter ending September 30, 2011, we had no wireless internet revenues and had terminated all agreements with suppliers of leased telecom lines and site leases. For the three-month periods ending September 30, 2011 and 2010, subscription sales for Planet Halo were recorded as $0 and $915 respectively, whereas the subscription sales for Wireless Village for the same periods were both $0. Total subscription sales were therefore $0 and $915 respectively, demonstrating the discontinuation of the service.
During September 2010, Wireless Village, now operating under its fictitious business name “3rd Eye Cam,” has brought expertise in mobile digital camera deployment into the company by partnering with several industry professionals and a manufacturer of camera and DVR products. Wireless Village purchases hardware, including cabling, connectors, hard drives, wireless transceivers, cameras and various other hardware items, for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold with resulting revenues recorded as hardware sales. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as Advance to Suppliers. In some instances, installation services were supplied along with the sale of the new camera, or other, product, which may include pre-programming of functions prior to shipment. Generally, subcontracted labor supplied installation related to hardware or system support services. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectability was reasonably assured. Support services, not including sales of the mobile camera product, for the three-month periods ending September 30, 2011 and 2010 were recorded as $113 and $5,698 respectively, the decrease due to the discontinuation of support services performed from the Cleveland office. Hardware sales, including cameras, were recorded as $274,518 for the three-month period ending September 30, 2011 and $42,796 for the three-month period ending September 30, 2010, a substantial increase over the gross amount for the same period of 2010 attributed entirely to sales of camera devices. Web hosting services for the three-month periods ending September 30, 2011 and 2010, although discontinued by the year ending June 30, 2010, were recorded as $0 and $774 respectively. Other income consists of a reversal of a portion of accrued interest totaling $38,381 related to loans formerly in default and subsequently brought current. Accounts receivable at September 30, 2011 and September 30, 2010 were recorded at $66,627 and $13,414 respectively, a significant increase due to increased camera sales orders, and the timing for receipt of payment in relation to the quarter end rather than to an increase in account receivable aging.
Overall, net revenues of $276,777 for the three-month period ending September 30, 2011 were up $226,593 from $50,184 for the three-month period ending September 30, 2010, an increase of 4,515%, reflecting the increasing sales revenues of camera hardware throughout the previous twelve-month period.
Liquidity
Prior to the entering the mobile incident reporting business in September 2010, our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock, or preferred stock, in exchange for cash. On September 8, 2010 we entered into a loan agreement containing certain conversion features whereby the note holder could convert the principal amount of the loan, $100,000, together with accrued interest at the rate of 6% per annum, into shares of our Series B Convertible, Voting, Preferred stock at the conversion rate of $0.20 per share. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds
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have been unavailable to significantly pay down other commercial and vendor accounts payable, including salaries to our executive officers. Provided 3rd Eye Cam continues to grow in accordance with management’s projections, we expect to be able to rely on profitable operations to fund our operating expenses and avoid future need for loans from shareholders or insiders.
Although Concierge executive management is continuing to provide services to the Company for the near term without cash compensation, we may still require additional funding to realize the business objectives of the Company. Our new focus on mobile incident reporting and digital DVR camera sales by Wireless Village may require more working capital to expand their market presence and to purchase additional inventory in the short term. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. In the event financing is not completed, liquidity will depend upon increased operating profits from the existing infrastructure. In the event we are unable to raise working capital through inventory financing, we are reliant on the current profits to increase or our reserve funds will be exhausted at some point and continued growth may be negatively impacted.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
The Company is a smaller reporting company and is not required to provide the information required by this item.
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures. The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms. Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the year 2002 as litigation settlement in the accompanying financial statements. This amount is included in accrued expenses as of September 30, 2011.
Item 1A. Risk Factors.
The Company is a smaller reporting company and is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The Company has not sold any unregistered equity securities for the period ending September 30, 2011.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. (Removed and Reserved).
Item 5. Other Information
As of November 1, 2011, there remain two (2) vacant positions on the Board of Directors of Concierge Technologies, Inc.
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Item 6. Exhibits
The following exhibits are filed, by incorporation and by reference, as part of this Form 10-Q:
Exhibit | Item | ||
2 | Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.* | ||
2 | Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++ | ||
3.1 | Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.* | ||
3.2 | Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.* | ||
3.5 | Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.** | ||
3.6 | Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.** | ||
3.7 | Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+ | ||
3.8 | Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+ | ||
3.9 | Amendment to Articles of Incorporation as filed with the Definitive Information Schedule 14c filed with the SEC on December 3, 2010 and with the Nevada Secretary of State on December 23, 2010. | ||
10.1 | Agreement of Merger between Starfest, Inc. and Concierge, Inc.* | ||
14 | Code of Ethics for CEO and Senior Financial Officers.*** | ||
31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein. | |||
***Previously filed with Form 10-K FYE 06-30-04 on October 13, 2004; Commission File No. 000-29913, incorporated herein. | |||
+Previously filed with Form 10-K FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein. | |||
++Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for the Current Period 10-30-07; Commission File No. 000-29913, incorporated herein. |
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SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November xx, 2011
CONCIERGE TECHNOLOGIES, INC.
By : /s/ David W. Neibert
David W. Neibert, Chief Executive Officer
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EXHIBIT 31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
I, David W. Neibert, certify that:
1. I have reviewed this report on Form 10-Q of the Concierge Technologies, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 annual 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 officer(s) 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 over financial reporting 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: November 14, 2011
/s/ David W. Neibert
David W. Neibert, Chief Executive Officer
EXHIBIT 31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
I, Allen E. Kahn, certify that:
1. I have reviewed this report on Form 10-Q of the Concierge Technologies, Inc.;
2. Based on my knowledge, this 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 report;
3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(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 annual 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 officer(s) 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 over financial reporting 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: November 14, 2011
/s/ Allen E. Kahn
Allen E. Kahn
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Concierge Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, David W. Neibert, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2011
/s/ David W. Neibert
David W. Neibert
Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Concierge Technologies, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2011, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Allen E. Kahn, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 14, 2011
/s/ Allen E. Kahn
Allen E. Kahn
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to Concierge Technologies, Inc. and will be retained by Concierge Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Property and Equipment
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3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011
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Notes to Financial Statements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment |
NOTE 4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
Depreciation expense amounted to $621 and $3,051 for three months period ended September 30, 2011 and 2010, respectively. |