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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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CONCIERGE TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)

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3615 Superior Avenue, Suite 3100A, Cleveland, OH 44144

 (Address of Principal Executive Office) (Zip Code)

818-610-0310

 (Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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1

TABLE OF CONTENTS

2

PART I – FINANCIAL INFORMATION

3

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

CONSOLIDATED BALANCE SHEET

March 31, 2008

(UNAUDITED)

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

4

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

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

(UNAUDITED)

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

5

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTH PERIODS ENDED MARCH 31, 2008 AND 2007

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

(UNAUDITED)

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

6

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

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

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

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

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

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

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

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

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying Interim Condensed Financial Statements are prepared in accordance with rules set forth in Regulation SB 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-KSB for the year ended June 30, 2007.  In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements.  The results of operation for the nine month period ended March 31, 2008 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2008.

7

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

PRINCIPLES OF CONSOLIDATION

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

USE OF ESTIMATES

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

BASIC AND DILUTED NET LOSS PER SHARES

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

REVENUE RECOGNITION

For sales of the PCA product and software, revenue is recognized when earned. The Company's revenue recognition policies are in compliance with all applicable accounting regulations, including American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 97-2, Software Revenue Recognition, SOP 98-9, Modification of SOP 97-2 and Staff accounting bulletin (SAB) 104. Revenue from license programs is recorded when the software has been delivered and the customer is invoiced. Revenue from packaged product sales to and through distributors and resellers is recorded when related products are shipped. When the revenue recognition criteria required for distributor and reseller arrangements are not met, revenue is recognized as payments are received. Costs related to insignificant obligations, which include telephone support for certain products, are accrued. Provisions are recorded for returns, concessions and bad debts. Cost of revenue includes direct costs to produce and distribute product and direct costs to provide online services, consulting, product support, and training and certification of system integrators. Research and development costs are expensed as incurred. The company did not earn any revenue related to the PCA product or software during the nine month period ended March 31, 2008.

The company did not earn any revenue related to the PCA product or software during the 9 month periods ended March 31, 2008 and does not intend to offer the product for sale in the future. The remaining inventory of product has been reduced to zero value on the financial statements.

The Company, through Planet Halo, sells subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly. Transactions are completed online through credit card entries by the customer. Sales are recorded at the time the transaction is approved by the financial institution and revenues are earned over the life of the service term. Unearned or deferred revenues received or accounts receivable accrued, are recorded as advance subscriptions. For the 9-month period ending March 31, 2008, subscription sales were recorded as $7,820, and unearned, advance subscriptions, as $916. Accounts receivable for the 9-month period was recorded as $188.

The company occasionally purchases consumer hardware for configuration prior to release to subscribers. These items are listed in inventory and, when sold, recorded as hardware sales. These amounts are expected to remain insignificant. Hardware sales for the 9-month period ending March 31, 2008 totaled $180. Inventory at the end of the period totaled $196 included as part of other current assets as the amount is not significant.

8

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company, through Wireless Village, has also begun selling technical support services, wired circuits, web hosting and subscription to Internet access on similar terms as those of Planet Halo. Accounting for these revenues are as described for Planet Halo in the preceding paragraph within this section. For the period starting on January 23, 2008 and ending March 31, 2008, subscription sales were recorded as $59, support services were recorded as $2,166 and web hosting services were recorded as $334.  There were no accounts receivable as of March 31, 2008.

There were no revenues recorded for the 9-month period ending March 31, 2007 as the Company was not engaged in commercial operations.

INCOME TAXES

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

RECLASSIFICATIONS

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

3.

RECENT PRONOUNCEMENTS

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

a.

A brief description of the provisions of this Statement

b.

The date that adoption is required

c.

The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

9

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item's fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. The objective of this statement will significantly change the accounting for business combinations. Under Statement 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition –date fair value 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.

4.

GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company did not earn significant revenue during the 9 month period ended March 31, 2008. The Company has accumulated deficit of $3,967,354 and a net loss of $94,760 during the 9 month period ended March 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 9 month period ended March 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 subsidiary and (vi) closing the transaction with Wireless Village 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.

10

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

5.

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. A balance is owed to Wallen Group of $2,242 as of March 31, 2008. The amount due to related party is due on demand, unsecured and interest free.

6.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of March 31, 2008.

11

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

7.

NOTES PAYABLE – RELATED PARTIES

The Company has recorded interest expenses, amounting to $8,651 and $8,593 for the 9 month periods ended March 31, 2008 and 2007, respectively.

12

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

8.

COMMON STOCK

On January 23, 2008 Concierge sold 909,090 shares of its common stock to an individual accredited investor for $10,000 in cash.

9.

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

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

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

During the quarter ended March 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 March 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."

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:

13

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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.

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:            

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.  

14

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

13.

COMMITMENT

On January 18, 2008 the Company, through Planet Halo, entered the business of affiliate radio networking by leasing a number of digital satellite receivers from X-Digital for a term of 3 years under a standard lease agreement. Planet Halo will also be required to engage Clear Channel Satellite Systems on a lease basis for the provision of a satellite uplink to broadcast to the affiliate network being created. Planet Halo intends to broadcast an adult standards play list of songs and shows recorded by recognized on-air personalities. As of March 31, 2008, the format being broadcast over the Planet Halo network is called “Music of Your Life”.

Planet Halo has funded the lease payments due for digital satellite receivers with a loan from third parties who now hold the Music of Your Life intellectual property owned by Planet Halo as collateral. In the event Planet Halo is unable to fund the repayment of the loan it is at risk of losing the intellectual property to the note holders. As of March 31, 2008 Planet Halo owed $12,700 in principal and $76 interest to the note holders (see section on “Notes Payable”). The agreement calls for the lenders to make monthly advances in principal of no less than $2,750 and interest to accrue at the annual rate of 4% on the outstanding principal. The note is due in full on or before February 15, 2009.

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Item 2.

Plan of Operation

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

·

On October 30, 2007 we entered into a binding agreement to acquire Wireless Village, an Ohio based wireless Internet service provider and technical support group. We completed the acquisition on January 23, 2008, and intend to assist Wireless Village with growing its business and achieving positive cash flow by the end of the calendar year.

We will transition the business of Planet Halo’s wireless networks to that of Wireless Village. Under Wireless Village we will continue the construction of wireless networks offering subscription service to the Internet under the Wireless Village brand, launch initiatives to increase brand awareness and advertising revenues through presence on the world wide web; and increase subscriber revenues to our service offerings via advertising and enhanced network coverage. 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 resale of WiFi enabled privately labeled handsets.

·

During our second fiscal quarter we entered into discussions with providers of on-air programming that may be potential acquisition or partnering targets. During January we entered into an agreement to provide digital satellite receivers to certain radio stations for the purpose of creating an affiliate network of on-air broadcast systems. The network of receivers and satellite uplink connections has created a network for Planet Halo that we intend to exploit by selling advertising and other services on a recorded play list format. During March 2008 we acquired the name rights to a format called “Music of Your Life” through a loan default agreement. Planet Halo is now broadcasting its music format and paid commercial spots via its network. We intend to move all assets and liabilities of Planet Halo not related to the Music of Your Life network over to Wireless Village. This transition will allow Planet Halo to focus on its new core business and move the wireless assets under one area of control. Should we be successful in funding and promoting our affiliate radio network business, it will become the core business enterprise of the Company in the future.

On October 30, 2007 we entered into a definitive agreement to acquire all of the issued and outstanding shares of Wireless Village, a privately held Nevada corporation based in Cleveland, OH in exchange for 5 million shares of Series A convertible voting preferred stock in Concierge. Wireless Village is a provider of wireless Internet service and network infrastructure design and maintenance. The transaction was subject to completion of audited financial statements, board approval, and certain other conditions prerequisite to closing. The closing took place January 23, 2008 as reported on Form 8-K filed on January 29, 2008.

During our second fiscal quarter, the company paid no rent and had no office lease for the facilities provided by our chief executive officer, David Neibert, at The Wallen Group. As of February 1, 2008 the company relocated its offices to those of Wireless Village at 3615 Superior Avenue, Suite 3100A, Cleveland, OH 44144. Wireless Village and Concierge will share lease responsibilities in subsequent months.

As of March 31, 2008, we have no employees, and fixed overhead is limited essentially to the variable cost of web hosting, legal and professional fees, fees charged by our transfer agent, leased telecom costs, and rent. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. We have accumulated approximately $10,000 in hardware and software associated with the affiliate network as well as incurred approximately $12,700 in debt related to funds borrowed to lease satellite receiver hardware.

Liquidity

Our primary source of operating capital over the past 12 months has been funding through the sale of common stock. During that period, $110,000 was raised through the issuance of 3,003,003 shares of our common stock to parties known to our officers or directors in order to fund the expansion of the Planet Halo business plan. $10,000 of said funds were in the form of a conversion of a $10,000 note payable and $90,000 were pursuant to a private placement offering. During the three-month period ending March 31, 2008, 909,090 shares of our common stock were issued to an individual investor for the amount of $10,000. On January 23, 2008 we completed our acquisition of Wireless Village which had approximately $32,800 cash in the bank. The amount of borrowed funds, funds from acquisitions, and funds from prior 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, operate our wireless networks, and pay our required state income taxes. However, sufficient funds have been unavailable to significantly pay down past-due vendor accounts payable. We have also been unable to pay salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.

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Revenues from the Wireless Village business are expected to be insufficient to pay the operating costs of Concierge during the next six months; however, management expects that overall the network will be able to support its expenses through revenues within the first year of operations. The new focus of Planet Halo towards the affiliate radio network will initially be capital intensive, but management believes the projected revenue will provide significant profits to the company.

Our management has been providing their services without compensation and there are no assurances that they will continue to do so for the indeterminate future. In the event revenues are insufficient to support the cost of operations, the Company may seek additional funding through debt financing, sale of its common stock, or other means which may have a dilutive effect on the shareholders.

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.

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PART II - OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities

The registrant sold the following equity securities (common stock) in transactions that were not registered under the Securities Act of 1933, which sale of securities have not earlier been reported.  

All of the above sales were made pursuant to the provisions of Regulation D, Rule 506.  All purchasers were provided copies of our most recent Forms 10-KSB, Forms 10-QSB and 8-K and were known to our management prior to the sales.  All purchasers were given the opportunity to ask questions of management before making their investment decisions.  There were no underwriters involved.

There were no repurchases of our securities made by us or any affiliated purchasers in the fourth quarter of our last fiscal year.

Item 6.

Exhibits and Reports on Form 8-K

The following exhibits are filed, by incorporation by reference, as part of this Form 10-Q:   

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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.

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