Marygold Companies, Inc. - Quarter Report: 2008 December (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

———————

FORM 10-Q

———————

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2008

¨ 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

3615 Superior Avenue, Suite 3100A

Cleveland, OH 44114

866-921-9434

(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 þ 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 þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of February 9, 2009, there were 178,231,867 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 5 million shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 1,000,000 shares of its Series B Convertible Voting Preferred Stock, par value $0.001, outstanding.

TABLE OF CONTENTS

Page

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Item 2. Plan of Operation

Item 4. Controls and Procedures

PART II – OTHER INFORMATION

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements


			Page

Balance Sheet December 31, 2008 (Unaudited)			4

Consolidated Statements of Operations For The Six Month Periods Ended December 31, 2008 and 2007 and the Period from September 20, 1996 (Inception) to December 31, 2008 (Unaudited)			5

Statements of Changes in Stockholders’ Deficit For The Six Month Periods Ended December 31, 2008 and 2007 and the Period from September 20, 1996 (Inception) to December 31, 2008 (Unaudited)			6

Statements of Cash Flows For The Six Month Periods Ended December 31, 2008 and 2007 and the Period from September 20, 1996 (Inception) to December 31, 2008 (Unaudited)			8

Notes to Unaudited Financial Statements			9

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED BALANCE SHEETS
December 31, 2008 (Unaudited) and June 30, 2008
(UNAUDITED)


	December 31, 2008			June 30, 2008
	December 31, 2008			June 30, 2008
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash & cash equivalents	$	6,691		$	5,820
Account Receivable, net		799			1,339
Due from Related Party		5,692			—
Inventory		196			196
Total current assets		13,378			7,355

Property and Equipment, net		26,759			32,754

Total Assets	$	40,137		$	40,109

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	287,173		$	298,596
Due to related party		—			2,742
Sales paid in advance		999			1,380
Notes payable - related parties		160,692			160,692
Total current liabilities		448,864			463,410

STOCKHOLDERS' DEFICIT:
Preferred Stock, 10,000,000 authorized par $0.001
Series A: 5,000,000 shares issued		5,000			5,000
Series B: 1,000,000 shares authorized, none issued		1,000			—
Common stock, $0.001 par value; 190,000,000 shares
authorized; issued and outstanding 178,231,867		178,232			178,232
Additional paid-in capital		3,664,448			3,615,428
Deficit accumulated during the development stage		(4,257,407	)		(4,221,961	)
Total stockholders' deficit		(408,727	)		(423,301	)
Total Liabilities and Stockholders' Deficit	$	40,137		$	40,109

The accompanying notes are an integral part of these unaudited financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND SIX MONTH PERIODS ENDED DECEMBER 31, 2008 AND 2007

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2008

(UNAUDITED)


	For The Three Month Periods Ended December 31,						For The Six Month Periods Ended December 31,						For The Period From September 20, 1996 (Inception) to December 31, 2008
	2008			2007			2008			2007
NET REVENUE	$	8,205		$	2,878		$	14,761		$	3,753		$	28,959

Cost of Revenue		13,955			9,695			22,419			17,527			60,865

GROSS PROFIT		(5,750	)		(6,817	)		(7,658	)		(13,774	)		(31,906	)

COSTS AND EXPENSES
Product Launch Expenses		—			—			—			—			1,077,785
Impairment of Assets		—			—			—			—			1,196,383
General & Administrative Expenses		12,618			10,527			21,250			37,936			1,676,490
TOTAL COSTS AND EXPENSES		12,618			10,527			21,250			37,936			3,950,658

OTHER INCOME (EXPENSES)
Other Income		—			—			—			—			241
Interest Expense		(2,869	)		—			(5,737	)		—			(28,449	)
Unallocated accrued expenses reversed		—			—			—			—			150,123
Settlement Income/(Loss)		—			—			—			—			52,600
Loss on debt settlement		—			—			—			—			(23,033	)
Litigation Settlement		—			—			—			—			(135,000	)
TOTAL OTHER INCOME (EXPENSES)		(2,869	)		—			(5,737	)		—			16,482

NET LOSS BEFORE INCOME TAXES		(21,237	)		(17,344	)		(34,646	)		(51,710	)		(3,966,082	)

Provision of Income Taxes		—			—			800			800			12,800

NET LOSS	$	(21,237	)	$	(17,344	)	$	(35,446	)	$	(52,510	)	$	(3,978,882	)

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		213,449,258			177,322,777			208,340,563			177,322,777

*BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

———————

Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive

The accompanying notes are an integral part of these unaudited financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2008


	Preferred stock				Common Stock						Additional paid in capital			Shares to be issued		Accumulated Deficit			Stockholders' deficit			Advance Subscriptions		Common Stock Subject to Contingency
	Number of shares		Par value		Number of shares			Par value
	Number of shares		Par value		Number of shares			Par value
Common Stock issued for cash through June 30, 1997		—	$	—		176,306		$	1,763		$	106,162		$	—	$	—		$	107,925		$	—	$	—
Common stock issued for services through June 30, 1997		—		—		621,545			6,215			—			—		—			6,215			—		—
Net loss through June 30, 1997		—		—		—			—			—			—		(96,933	)		(96,933	)		—		—
Balance at June 30, 1997		—		—		797,851			7,978			106,162			—		(96,933	)		17,207			—		—
Common Stock issued for cash in the year ended June 30, 1998		—		—		137,475			1,375			194,650			—		—			196,025			—		—
Common stock issued for services in the year ended June 30, 1998		—		—		22,550			226			—			—		—			226			—		—
Net loss for the year ended June 30, 1998		—		—		—			—			—			—		(283,891	)		(283,891	)		—		—
Balance at June 30, 1998		—		—		957,876			9,579			300,812			—		(380,824	)		(70,433	)		—		—
Common Stock issued for cash in the year ended June 30, 1999		—		—		208,000			—			—			—		—			—			—		60,996
Common stock issued for services in the year ended June 30, 1999		—		—		450			—			—			—		—			—			—		4
Net loss for the year ended June 30, 1999		—		—		—			—			—			—		(89,919	)		(89,919	)		—		—
Balance at June 30, 1999		—		—		1,166,326			9,579			300,812			—		(470,743	)		(160,352	)		—		61,000
Acquisition and retirement of Common shares		—		—		(262,000	)		(2,620	)		—			—		—			(2,620	)		—		—
Common Stock issued for cash in the year ended June 30, 2000		—		—		117,184			—			—			—		—			—			—		202,061
Common stock issued for services in the year ended June 30, 2000		—		—		354,870			—			—			—		—			—			—		3,549
yPost acquisition stock subscription funds received net of costs & expenses of $79,710		—		—		—			—			—			—		—			—			1,175,790		—
Net loss for the year ended June 30, 2000		—		—		—			—			—			—		(986,986	)		(986,986	)		—		—
Balance at June 30, 2000		—		—		1,376,380			6,959			300,812			—		(1,457,729	)		(1,149,958	)		1,175,790		266,610
Post acquisition stock subscription funds received		—		—		—			—			—			—		—			—			487,500		—
Net loss for the year ended June 30, 2001		—		—		—			—			—			—		(544,080	)		(544,080	)		—		—
Balance at June 30, 2001		—		—		1,376,380			6,959			300,812			—		(2,001,809	)		(1,694,038	)		1,663,290		266,610
Recapitalization upon merger		—		—		118,681,333			113,099			(300,812	)		—		(278,527	)		(466,240	)		—		—
Stock subscription received for 500,000 shares		—		—		—			—			—			29,983					29,983			—		—
Stock issued for services		—		—		2,532,581			119,031			—			—		—			119,031			—		—
Stock to be issued for services-3,275,472 shares		—		—		—			—			—			153,947		—			153,947			—		—
Adjustment to paid in capital on merger		—		—		—			(116,499	)		116,499			—		—			—			—		—
Net loss for the year ended June 30, 2002		—		—		—			—			—			—		(478,229	)		(478,229	)		—		—
Balance at June 30, 2002		—		—		122,590,294			122,590			116,499			183,930		(2,758,565	)		(2,335,546	)		1,663,290		266,610

The accompanying notes are an integral part of these unaudited financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2008

(Continued)


	Preferred stock				Common Stock						Additional paid in capital		Shares to be issued			Accumulated Deficit			Stockholders' deficit			Advance Subscriptions			Common Stock Subject to Contingency
	Number of shares		Par value		Number of shares			Par value
	Number of shares		Par value		Number of shares			Par value
Stock issued for subscription received in the prior year		—		—		500,000			500			29,483		(29,983	)		—			—			—			—
Stock issued for services included in the prior period		—		—		3,275,472			3,275			150,672		(153,947	)		—			—			—			—
Forfeiture of stock subscription						—			—			10,000		—			—			10,000			—			—
Cancellation of over issued shares on recapitalization		—		—		(73,017	)		—			—		—			—			—			—			—
Net loss for the year ended June 30, 2003		—		—		—			—			—		—			(47,272	)		(47,272	)		—			—
Balance at June 30, 2003		—		—		126,292,749			126,365			306,654		—			(2,805,837	)		(2,372,818	)		1,663,290			266,610
Adjustment to par value		—		—		—			(72	)		72		—			—			—			—			—
Issuance of shares for cash		—		—		2,000,000			2,000			18,000		—			—			20,000			—			—
Issuance of shares for services		—		—		4,000,000			4,000			212,000		—			—			216,000			—			—
Issuance of shares for acquisition of Planet Halo		—		—		9,999,998			10,000			490,000		—			—			500,000			—			—
Net loss for the year ended June 30, 2004		—		—		—			—			—		—			(514,639	)		(514,639	)		—			—
Balance at June 30, 2004		—		—		142,292,747			142,293			1,026,726		—			(3,320,476	)		(2,151,457	)		1,663,290			266,610
Reclassify contingent liabilities to Additional Paid In Capital		—		—		—			—			1,929,900		—			—			1,929,900			(1,663,290	)		(266,610	)
Net loss for the year ended June 30, 2005		—		—		—			—			—		—			(544,284	)		(544,284	)		—			—
Balance at June 30, 2005		—		—		142,292,747			142,293			2,956,626		—			(3,864,761	)		(765,841	)		—			—
Loans converted to Paid in Capital		—		—		—			—			281,708		—			—			281,708			—			—
Net loss for the year ended June 30, 2006		—		—		—			—			—		—			(44,552	)		(44,552	)		—			—
Balance at June 30, 2006		—		—		142,292,747			142,293			3,238,334		—			(3,909,313	)		(528,686	)		—			—
Issuance of shares for services		—		—		5,000,000			5,000			30,000		—			—			35,000			—			—
Issuance of shares for cash		—		—		27,027,027			27,027			62,973		—			—			90,000			—			—
Issuance of shares for debt settlement		—		—		3,003,003			3,003			30,030		—			—			33,033			—			—
Net income for the year ended June 30, 2007		—		—		—			—			—		—			38,214			38,214			—			—
Balance at June 30, 2007		—		—		177,322,777			177,323			3,361,337		—			(3,871,095	)		(332,434	)		—			—
Net loss for the periods ended June 30, 2008		—		—		—			—			—		—			(350,866	)		(350,866	)		—			—
Shares issued for cash		—		—		909,090			909			9,091		—			—			10,000			—			—
Issuance of Shares for Purchase of Wireless Village		5,000,000		5,000		—			—			245,000		—			—			250,000			—			—
Balance at June 30, 2008		5,000,000		5,000		178,231,867			178,232			3,615,428		—			(4,221,961	)		(423,301	)		—			—
Shares issued for cash		1,000,000		1,000		—			—			49,000		—			—			50,000			—			—
Net loss for the periods ended December 31, 2008		—		—		—			—			—		—			(35,446	)		(35,446	)		—			—
Balance at December 31, 2008		6,000,000	$	6,000		178,231,867		$	178,232		$	3,664,428	$	—		$	(4,257,407	)	$	(408,747	)	$	—		$	—

The accompanying notes are an integral part of these unaudited financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 2008 AND 2007

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2008

(UNAUDITED)


	For The Six Month Periods Ended December 31,						September 20, 1996 (inception) to December 31, 2008
	2008			2007			September 20, 1996 (inception) to December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(35,446	)		(52,510	)	$	(3,978,882	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Impairment of Goodwill/Asset		—			—			950,583
Depreciation and amortization		6,014			3,167			28,617
Stock issued for services		—			—			531,352
Loss on settlement of debts		—			—			23,033
Unallocated accrued expense reversed		—			—			(150,123	)
Increase (decrease) in current assets:								—
Accounts Receivable		540			—			(799	)
Inventory		—			—			(245,996	)
Other Asset		—			22,704			—
Increase (decrease) in current liabilities:
Advance subscription		(381	)		825			999
Accounts payable & Accrued expense		(11,424	)		16,428			357,835
Net cash used in operating activities		(40,697	)		(9,386	)		(2,483,381	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received on acquisition of subsidiary		—			—			34,421
Due from related party		(8,433	)		—			(82,023	)
Purchase of equipment		—			(3,110	)		(55,111	)
Net cash used in investing activities		(8,433	)		(3,110	)		(102,713	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Shares		—			—			687,007
Proceeds from stock subscription forfeited		—			—			10,000
Proceeds for shares issued		50,000			—			1,822,983
Costs and expenses of advance subscriptions		—			—			(79,710	)
Proceeds from related party loans		—			—			152,500
Net cash provided by financing activities		50,000			—			2,592,781

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		871			(12,496	)		6,691

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		5,820			15,060			—

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	6,691			2,564		$	6,691

The accompanying notes are an integral part of these unaudited financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Concierge Technologies, Inc., (the “Company”), a California corporation, was incorporated on August 18, 1993 as Fanfest, Inc. In August 1995 the Company changed its name to Starfest, Inc. During 1998, the Company was inactive, just having minimal administrative expenses. During 1999 the Company attempted to pursue operations in the online adult entertainment field. There were no revenues from this endeavor. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc.

In March 2000, the Company acquired approximately 96.83 percent (8,250,000 shares) of the common stock of MAS Acquisition XX Corp. (MAS XX) for $314,688. This amount was expensed in March 2000 as at the time of the acquisition, MAS XX had no assets or liabilities and was inactive. On March 21, 2002, the Company consummated a merger with Concierge, Inc.

Concierge, Inc. (“CI”) was a development stage enterprise incorporated in the state of Nevada on September 20, 1996. The CI had undertaken the development and marketing of a new technology, a unified messaging product “The Personal Communications Attendant” (“PCA™”). “PCA™” will provide a means by which the user of Internet e-mail can have e-mail messages spoken to him/her over any touch-tone telephone or wireless phone in the world. To-date, the Company has not earned any revenue from this venture.

On April 6, 2004 the Company entered into a Stock Purchase Agreement with Planet Halo, Inc. (PHI) whereby, the Company purchased all of the outstanding and issued shares of PHI in exchange for 10 million shares of the Company’s common stock valued at $500,000. On May 5, 2004 the Company issued the shares on a ratio of 8.232 shares of its common stock to each share of PHI stock to the former shareholders of PHI. The existing PHI shares were then retired and cancelled. The Company is now the sole shareholder of PHI, a Nevada corporation. On May 5, 2004 the President of PHI was officially appointed to the Board of Directors of the Company along with one other PHI named appointee.

PHI is a development stage company in the wireless telecommunications industry and plans to design, construct, and operate wireless networks providing subscribers with access to the Internet and related services. Planet Halo also retains an exclusive North America license to a proprietary integrated wireless gateway interface to the Internet named "Halomail”, which the company plans to implement across its developing wireless networks.

On October 30, 2007 the Company entered into a definitive Stock Purchase Agreement to acquire all of the issued and outstanding shares of privately held Wireless Village, a Nevada corporation based in Cleveland, Ohio. The transaction closed and the purchase price was paid with 5,000,000 shares of a new class of stock, Series A Convertible, Voting Preferred Stock, $0.001 par value, issued pro-rata to the shareholders of Wireless Village on January 23, 2008.

Wireless Village is a privately held Nevada corporation based in Cleveland, Ohio and has been providing technical services to Planet Halo on an ongoing basis since May 2007. Wireless Village designs, installs, maintains and operates wireless network providing high speed Internet access to consumers and businesses. Wireless Village also hosts web sites, provides customer service and billing platforms for Planet Halo and other clientele.

The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations have not yet commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying Interim Consolidated Financial Statements are prepared in accordance with rules set forth in Regulation S-K of the Securities and Exchange Commission. Accordingly, these statements do not include all disclosures required under generally accepted principles and should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended June 30, 2008. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the six-month period ended December 31, 2008 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2009.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent) and its wholly owned subsidiaries, Planet Halo, Inc. and Wireless Village from the date of acquisition. All significant inter-company transactions and accounts have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements is in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARES

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of December 31, 2008 the Company does not have any options or warrants, but has issued 5,000,000 shares of Series A preferred stock that can be converted to common stock at a ratio of 1:5 and 1,000,000 shares of Series B preferred stock that can be converted to common stock at a ratio of 1:20.

REVENUE RECOGNITION

The Company, through Planet Halo and Wireless Village, sells subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly. Transactions are completed online through credit card entries by the customer. Sales are recorded at the time the transaction is approved by the financial institution and revenues are earned over the life of the service term. Unearned or deferred revenues received or accounts receivable accrued, are recorded as advance subscriptions.

The company also purchases consumer hardware 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. These amounts have historically been insignificant, but are expected to increase over time.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

RECENT PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition –date fair value will limited exceptions. Statement 141 applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 141R to have a material impact on the consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-An Amendment of ARB No. 51". The objective of this statement is to establish new accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Statement 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the adoption of SFAS No. 160 to have a material impact on the consolidated financial statements.

In March 19, 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. Currently the Company does not carry any derivative instruments and the adoption of this statement may not have any effect on the financial statements.

In May 2008, FASB issued SFASB No.162, “The Hierarchy of Generally Accepted Accounting Principles”. The pronouncement mandates the GAAP hierarchy reside in the accounting literature as opposed to the audit literature. This has the practical impact of elevating FASB Statements of Financial Accounting Concepts in the GAAP hierarchy. This pronouncement will become effective 60 days following SEC approval. The Company does not believe this pronouncement will impact its financial statements.

In May 2008, FASB issued SFASB No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60”. The scope of the statement is limited to financial guarantee insurance (and reinsurance) contracts. The pronouncement is effective for fiscal years beginning after December 31, 2008. The Company does not believe this pronouncement will impact its financial statements.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

On December 30, 2008 FASB issued FIN 48-3, “Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises”. This FSP defers the effective date of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, for certain non-public enterprises as defined in paragraph 289, as amended, of FASB Statement No. 109, Accounting for Income Taxes, including non-public not-for-profit organizations. However, non-public consolidated entities of public enterprises that apply U. S. GAAP are not eligible for the deferral. Nonpublic enterprises that have applied the recognition, measurement, and disclosure provisions of Interpretation 48 in a full set of annual financial statements issued prior to the issuance of this FSP also are not eligible for the deferral. This FSP shall be effective upon issuance. The Company does not believe this pronouncement will impact its financial statements.

On January 12, 2009 FASB issued FSP EITF 99-20-01, “Amendment to the Impairment Guidance of EITF Issue No. 99-20”. This FSP amends the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to be Held by a Transferor in Securitized Financial Assets,” to achieve more consistent determination of whether an other-than-temporary impairment has occurred. The FSP also retains and emphasizes the objective of an other-than-temporary impairment assessment and the related disclosure requirements in FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, and other related guidance. The FSP shall be effective for interim and annual reporting periods ending after December 15, 2008, and shall be applied prospectively. Retrospective application to a prior interim or annual reporting period is not permitted. The Company does not believe this pronouncement will impact its financial statements.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company did not earn significant revenue during the six-month period ended December 31, 2008. The Company has accumulated deficit of $4,257,407 and a net loss of $35,446 during the six-month period ended December 31, 2008. The continuing losses have adversely affected the liquidity of the Company. Losses are expected to continue for the immediate future. The Company faces continuing significant business risks, which includes but not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the six-month period ended December 31, 2008, towards (i) obtaining additional equity, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, (iv) eliminating redundant operations through consolidation of operations within Wireless Village and Planet Halo, and (v) searching for suitable synergistic partners for future business combinations that generate immediate revenues.

Management believes that the above actions will allow the Company to continue operations through the next fiscal year.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DUE FROM RELATED PARTY

Concierge Technologies, Inc. has no bank account in its own name. 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 December 31, 2008 and June 30, 2008, the Wallen Group was holding $5,692 on behalf of Concierge, and as of June 30, 2008, the Company had $2,742 due to the Wallen Group.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of December 31, 2008 and June 30, 2008:


	December 31, 2008 (Unaudited)		June 30, 2008
Account payable	$	96,111	$	113,824
Accrued judgment		135,000		135,000
Accrued interest		51,762		45,972
Accrued accounting fees		3,500		3,000
Accrued tax		800		800
Total	$	287,173	$	298,596

NOTES PAYABLE – RELATED PARTIES


Notes payable consisted of the following at:	December 31, 2008 (Unaudited)		June 30, 2008
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2006 (past due)	$	35,000	$	35,000
Notes payable to director/shareholder, non-interest 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 October 1, 2004 (past due)		28,000		28,000
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2004 (past due)		14,000		14,000
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on September 1, 2004 (past due)		3,500		3,500
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2005 (past due)		20,000		20,000
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on February 1, 2006 (past due)		5,000		5,000
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on June 1, 2006 (past due)		5,000		5,000
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on February 1, 2006 (past due)		2,500		2,500
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on September 1, 2007 (past due)		1,000		1,000
Notes payable to shareholder, interest rate of 8%, unsecured and payable on November 1, 2007 (past due)		15,000		15,000
Notes payable to a director and third party, interest rate of 4%, Secured with Intellectual Property, draw downs permitted thru December 31, 2008 and payable on February 15, 2009		18,192		18,192

Total Notes Payable	$	160,692	$	160,692

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company has recorded interest expenses, amounting to $5,737 for the six-month period ended December 31, 2008.

COMMON STOCK

In September 2008, the company sold 1,000,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001. Although the company received full payment of the subscription, the share certificates were not issued as of September 30, 2008. These shares were recorded as shares to be issued totaling $50,000 on the consolidated balance sheet as of September 30, 2008. The shares were subsequently issued during the current quarter and recorded as $49,000 additional paid in capital and $1,000 at par value issued preferred stock.

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95.

The amount reserved for income tax in the accompanying financial statements has been appropriately adjusted to reflect the current status of Planet Halo as a foreign corporation in the state of California.

During the quarter ended December 31, 2008 and 2007 the Company did not pay any interest or income taxes.

10.

LITIGATION

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of 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 December 31, 2008.

11.

ACQUISITION & IMPAIRMENT OF INTANGIBLE ASSET

On April 6, 2004 the Company and Planet Halo entered into Stock Purchase agreement whereby, when consummated, the Company would purchase all of the outstanding and issued shares of Planet Halo in exchange for 10 million shares of the Company's common stock valued at $500,000. On April 20, 2004 all of the conditions of the acquisition were met apart from the issuance of the shares. On May 5, 2004, the Company issued the shares on a ratio of 8.232 shares of the Company to each share of Planet Halo stock. The shares were issued directly to the shareholders of Planet Halo. The existing Planet Halo shares were retired and cancelled. The Company is now a sole shareholder of Planet Halo, a Nevada corporation. On May 5, 2004 the President of Planet Halo was officially appointed to the Board of Directors of the Company along with one other Planet Halo named appointee.

At the time, Planet Halo was a development stage company involved in the wireless telecommunications industry through the design, manufacture, sale and distribution of hardware and services that include a hand-held wireless Internet appliance/cell phone known as the "Halo", and an integrated wireless gateway interface to the Internet named "Halomail."

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The purchase price was determined in arms-length negotiations between the parties. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Planet Halo assets acquired and consideration for is as follows:


	Allocated amount
Cash	$	2,912
Equipment, net		245
Goodwill		496,843
	$	500,000

	Consideration paid

10,000,000 shares of common stock	$	500,000

The Company evaluates intangible assets, goodwill and other long-lived assets for impairment, at least on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and, goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. Potential impairment of goodwill is being evaluated in accordance with SFAS No. 142. The SFAS No. 142 is applicable to the financial statements of the Company beginning July 1, 2002.

On December 31, 2004, the Company evaluated the valuation of goodwill based upon the performance and market value of the acquisition. The Company determined the goodwill is impaired and recorded the impairment of $496,843 in the accompanying financial statements.

The Company evaluated value of its prepaid expenses during the year ended June 30, 2004 and based upon uncertainness surrounding the utilization of its software for the "PCA" development, the Company has recorded an impairment of the prepaid expense amounting $245,800.

12.

ACQUISITION OF WIRELESS VILLAGE

On October 30, 2007 the Company and Wireless Village, a closely held Nevada corporation, entered into a Stock Purchase agreement wherein the Wireless Village shareholders sold to Concierge their shares in exchange for shares of Concierge Technologies. The acquisition was completed on January 23, 2008 by issuance of 5,000,000 shares of a new class of preferred stock called Series A Convertible, Voting Preferred Stock. Each share of preferred stock could be converted into 5 shares of common stock after 270 days from issue. Each share of Series A preferred stock carries 5 votes in all matters brought up to vote by the shareholders.

The Company issued the shares on a ratio of 2999.4 shares of the Company preferred stock to each share of Wireless Village stock. The shares were issued directly to the former shareholders of Wireless Village. The Company is now a sole shareholder of Wireless Village, a Nevada corporation.

Wireless Village is a development stage company involved in the telecommunications industry through design, construction and operation of wide-area wireless networks providing access to the Internet, resale of wired Internet circuits, subscription sales to wireless Internet access, technical support services to wireless Internet service providers, web hosting and other related technical services. Wireless Village has been providing technical support services to the Company’s Planet Halo subsidiary since April 2007.

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The purchase price was determined in arms-length negotiations between the parties. The average price per share of the Company’s common stock was $0.01. Each share of preferred stock was valued at $0.05 resulting in a purchase price of $250,000. The assets acquired in this acquisition include without limitation computer hardware and goodwill. A summary of the Wireless Village assets acquired and the consideration for is as follows:


Estimated Fair Values
Current Assets	$	42,984
Assumed Liabilities		924
Net Assets Acquired		42,060
Consideration Paid		250,000
Goodwill	$	207,940

In accordance with SFAS 142, goodwill is not amortized but is tested for impairment at least annually. The operating results of Wireless Village have been consolidated with those of the Company beginning January 23, 2008. No pro-forma financial information has been presented as the operations of Wireless Village, before the acquisition, were insignificant.

The Company evaluates intangible assets and other long-lived assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company assessed the carrying value of goodwill in accordance with the requirements of SFAS No. 142 "Goodwill and Other Intangible Assets". Based on its assessment, the Company determined that goodwill resulting from the acquisition of Wireless Village amounted to $207,940 was fully impaired as of June 30, 2008.

13.

COMMITMENT

On January 18, 2008 the Company, through Planet Halo, entered the business of affiliate radio networking by leasing a number of digital satellite receivers from X-Digital for a term of three years under a standard lease agreement. The on-air format was to be broadcast under the brand “Music of Your Life”.

Planet Halo funded the lease payments due for digital satellite receivers with a loan from third parties who now hold the Music of Your Life intellectual property owned by Planet Halo as collateral. On July 16, 2008 the note holders transferred the lease with X-Digital into their own name and took over all liability for future payments. In the event Planet Halo is unable to fund the repayment of the loan and accrued interest as it exists at January 2009, it will forfeit any possibility of retrieving the intellectual property from the note holders. As of December 31, 2008 Planet Halo owed $18,192 in principal and $276 interest to the note holders (see section on “Notes Payable”). The agreement calls for the lenders to make monthly advances in principal as necessary to pay the lease obligations of Planet Halo to X-Digital and interest to accrue at the annual rate of 4% on the outstanding principal. The note is due in full on or before February 15, 2009.

Item 2.

Plan of Operation

Our plan of operation for the next twelve months is to do the following:

We will assist Wireless Village with expanding its operations in the Cleveland, Ohio area to include resale of wireline circuits, network installations and increased wireless coverage areas intended to provide enhanced subscription revenue potential. Wireless Village has also begun to install and support high-bandwidth wired circuits and we will seek to expand that business over the coming months through contract services agreements, reseller agreements with other communications providers, and the sale of network hardware.

We will assist Planet Halo in acquiring additional network hardware for deployment in new coverage areas along the California coastal areas. Planet Halo will also begin to actively pursue bids for government owned or operated wireless networks such as city-wide MESH networks, public safety and utility resources. Along with expanding the Planet Halo business into other markets, we intend to more aggressively promote the services offered within our existing coverage areas.

During our previous fiscal year we entered into discussions with providers of on-air programming that may be potential acquisition or partnering targets. Since January 2008 we have provided streaming audio on the Internet under the Music of Your Life brand format and since August we have been expanding that capability to include similar services for other format providers on the Internet. Our Wireless Village personnel have gained a specific expertise in this area that we hope to exploit over the coming year.

As of February 1, 2008 the company relocated its offices to those of Wireless Village at 3615 Superior Avenue, Suite 3100A, Cleveland, OH 44114. Neither Concierge nor Planet Halo has any lease responsibilities and pays no rent to Wireless Village.

As of December 31, 2008, Concierge had no salaried employees. Apart from the costs of maintaining a public reporting corporation, operational costs were borne by our subsidiaries. Fixed overhead of our operating subsidiaries was also kept a minimum level with rent, web hosting, telephone, Internet access, insurance and utilities being the significant costs. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. Our CEO, the president of Planet Halo, the officers of Wireless Village, and our directors provide their services without cash compensation. There are no guarantees that our officers and directors will continue in these capacities without compensation for an indefinite period of time.

Liquidity

Our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock, or preferred stock, in exchange for cash. With the acquisition of Wireless Village we also acquired approximately $30,000 in cash. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable. We have also been unable to pay significant salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.

Although our management is continuing to provide services to the Company for the near term without cash compensation, we may still require additional funding to realize the business objectives of the Company. Planet Halo and Wireless Village are each in need of working capital to expand their market presence and to purchase additional network equipment into long-term service. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the financing is not available, Wireless Village may not be able to proceed with its planned development, and Planet Halo may not be able to afford further expansion of its wireless networks. 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, the current profits do not increase, or we fail to source new business opportunities our funds will be exhausted at some point and continuing operations may be impossible.

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 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.

PART II – OTHER INFORMATION

Item 5.

Other Information

On February 6, 2009, Pat Rodden resigned his position as director of Concierge Technologies, Inc.

There remain 2 positions vacant on the Board of Directors of Concierge Technologies, Inc. as of February 9, 2009.

Item 6.

Exhibits

The following exhibits are filed, by incorporation 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.+
10.1	-	Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
14	-	Code of Ethics for CEO and Senior Financial Officers.***
31.1	-	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	-	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	-	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	-	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

———————

Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.

Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.

***

Previously filed with Form 10-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.

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: February 13, 2009



		CONCIERGE TECHNOLOGIES, INC.


		By	/s/ DAVID W. NEIBERT
			David W. Neibert, Chief Executive Officer