Annual Statements Open main menu

Marygold Companies, Inc. - Quarter Report: 2011 March (Form 10-Q)

cncg_10q.htm


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 March 31, 2011
   
OR
   
o 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 3102DA
Cleveland, OH 44114
866-800-2978
____________________________________________________
(Address and telephone number of registrant's principal
executive offices and principal place of business)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  þ No  o

 
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 o        Accelerated filer o   Non-accelerated filer   o    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 o  No þ

 
As of May 12, 2011, there were 233,367,610 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 656,186 shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 273,333 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.
 


 
 

 
 
TABLE OF CONTENTS
 
    
Page
 
         
PART I - FINANCIAL INFORMATION  
         
 Item 1.  Financial Statements (Unaudited)     4  
           
 Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations        11  
           
 Item 4.   Controls and Procedures     12  
           
PART II – OTHER INFORMATION  
           
 Item 1. Legal Proceedings     13  
           
 Item 5.     Other Information     13  
           
 Item 6.  Exhibits     13  
           
SIGNATURES         15  

 
2

 
 
PART I – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

 
    Page  
Consolidated Balance Sheets (Unaudited)     4  
         
Consolidated Statements of Operations For The Nine Month Periods Ended March 31, 2011 and 2010  (Unaudited)     5  
         
Consolidated Statements of Cash Flows For The Nine Month Periods Ended March 31, 2011 and 2010 (Unaudited)     6  
         
Notes to Unaudited Financial Statements     7  
         
 
 
3

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
             
   
March 31, 2011
   
June 30, 2010
 
ASSETS
       
CURRENT ASSETS:
           
Cash & cash equivalents
  $ 6,269     $ 4,868  
Account receivable, net
    1,314       204  
Due from related party
    486       -  
Advances to supplier
    2,400       -  
Inventory
    241,771       -  
Security deposits
    6,949       -  
Total current assets
    259,189       5,072  
                 
Property and equipment, net
    -       6,817  
Debt issuance cost
    14,419       -  
Total Assets
  $ 273,608     $ 11,889  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
         
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 348,029     $ 333,235  
Payable to related parties
    75,450       6,539  
Advances
    14,100       890  
Notes payable - related parties
    150,000       142,500  
Total current liabilities
    587,579       483,164  
                 
Long term notes payable - related party
    36,000       10,000  
Related party convertible debenture, net of beneficial conversion feature
    27,907       -  
Total long term liabilities
    63,907       10,000  
                 
Total Liabilities
    651,486       493,164  
                 
COMMITMENT & CONTINGENCY
               
                 
STOCKHOLDERS' DEFICIT:
               
Preferred stock, 50,000,000 authorized par $0.001
               
Series A: 656,186 and 5,000,000 shares issued and outstanding at March 31, 2011 and June 30, 2010, respectively
    656       5,000  
Series B: 273,333 and 1,600,000 shares issued and outstanding at March 31, 2011 and June 30, 2010, respectively
    273       1,600  
Common stock, $0.001 par value; 900,000,000 shares authorized; 233,367,610 and 184,315,200 shares issued and outstanding at March 31, 2011 and June 30, 2010 respectively
    233,368       184,315  
Additional paid-in capital
    3,807,156       3,727,505  
Accumulated deficit
    (4,592,317 )     (4,399,695 )
Total Concierge deficit
    (550,864 )     (481,275 )
Non-controlling interest
    172,986       -  
Total stockholder's deficit
    (377,878 )     (481,275 )
Total Liabilities and Stockholders' Deficit
  $ 273,608     $ 11,889  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
4

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
FOR THE THREE AND NINE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010
 
(Unaudited)
 
                         
   
For The Three-Month Periods Ended
   
For The Nine Month Periods Ended
 
   
March 31,
   
March 31,
 
   
2011
   
2010
   
2011
   
2010
 
NET REVENUE
  $ 158,196     $ 7,488     $ 467,383     $ 21,428  
                                 
Cost of Revenue
    83,111       11,863       236,179       35,914  
                                 
GROSS PROFIT (LOSS)
    75,084       (4,375 )     231,204       (14,485 )
                                 
COSTS AND EXPENSES
                               
Share Based Compensation
    -       -       149,137       -  
General & Administrative Expenses
    113,777       8,344       198,897       48,501  
TOTAL COSTS AND EXPENSES
    113,777       8,344       348,034       48,501  
                                 
OTHER INCOME (EXPENSES)
                               
Other Income
    514       -       1,781       -  
Interest Expense
    (6,846 )     (2,857 )     (17,854 )     (8,594 )
Beneficial Conversion Feature Expense
    (12,311 )     -       (27,907 )        
TOTAL OTHER EXPENSES
    (18,643 )     (2,857 )     (43,980 )     (8,594 )
                                 
Net loss before non-controlling interest in subsidiary and income taxes
    (57,336 )     (15,576 )     (160,809 )     (71,580 )
                                 
Provision of Income Taxes
    -       -       7,964       800  
                                 
Non-Controlling Interest
    (14,108 )     -       23,849       -  
                                 
NET LOSS ATTRIBUTED TO CONCIERGE
  $ (43,228 )   $ (15,576 )   $ (192,622 )   $ (72,380 )
                                 
* WEIGHTED AVERAGE SHARES OF COMMON STOCK
                               
          OUTSTANDING, BASIC AND DILUTED
    242,115,200       241,315,200       241,744,397       232,419,291  
                                 
BASIC 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 consolidated financial statements.
 
 
 
5

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
FOR THE NINE-MONTH PERIODS ENDED MARCH 31, 2011 AND 2010
 
(Unaudited)
 
 
   
For the Nine-Month Periods
Ended March 31,
 
   
2011
   
2010
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss
  $ (192,622 )   $ (72,380 )
Adjustments to reconcile net loss to net cash used in
               
operating activities:
               
Non-controlling interest
    23,849       -  
Depreciation and amortization
    6,249       12,007  
Bad debt allowance
    3,543       -  
Beneficial conversion feature expense
    27,907       -  
Amortization of debt issuance cost
    5,581       -  
Share-based compensation
    149,137       21,292  
(Increase) decrease in current assets:
               
Accounts Receivable
    (4,653 )     1,730  
Advance to supplier
    (2,400 )     -  
Inventory
    (241,771 )     196  
Security deposit
    (6,949 )     -  
Increase (decrease) in current liabilities:
               
Advance subscription
    13,210       26  
Accounts payable & Accrued expense
    (8,625 )     (2,383 )
Accounts payable - related party
    75,450       -  
Sales tax payable
    24,520       -  
   Net cash used in operating activities
    (127,574 )     (39,512 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of equipment
    -       (1,130 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Due from/to related party
    (7,025 )     662  
Proceeds from sale of preferred stock
    -       30,000  
Proceeds from related party loans
    36,000       10,000  
Proceeds from convertible debenture
    100,000       -  
   Net cash provided by financing activities
    128,975       40,662  
                 
NET INCREASE IN CASH & CASH EQUIVALENTS
    1,401       20  
                 
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
    4,868       2,566  
                 
CASH & CASH EQUIVALENTS, ENDING BALANCE
  $ 6,269     $ 2,586  
                 
NON-CASH INVESTING & FINANCING ACTIVITIES
               
Series B preferred shares issued for debt issuance
  $ 20,000     $ -  
Equipment exchanged for retirement of related party note
  $ 568     $ -  
Retirement of the related party note payable
  $ 3,601     $ -  
Series A preferred shares converted to common shares
  $ 4,344     $ -  
Series B preferred shares converted to common shares
  $ 1,367     $ -  
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.

 
6

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
 
Concierge Technologies, Inc., (the “Company”), a California corporation incorporated on August 18, 1993 as Fanfest, Inc. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc. The Company’s principal operations include the purchase and sale of digital equipment.
 
The Company has transitioned from its development stage (as defined) to operational activities as of October 1, 2010. The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations which have just commenced. All losses accumulated since inception through September 30, 2010 have been considered as part of the Company's development stage activities.
 
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
 
The consolidated condensed interim financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended June 30, 2010.  The Company follows the same accounting policies in preparation of interim reports.  Results of operations for the interim periods are not indicative of annual results.
 
PRINCIPLES OF CONSOLIDATION
 
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent) and its wholly owned subsidiary, Planet Halo, Inc., and that majority interest in 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
 
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, 2011 the Company does not have any options or warrants, but has issued 656,186 shares of Series A preferred stock that can be converted to common stock at a ratio of 1:5, and 273,333 shares of Series B preferred stock that can be converted to common stock at a ratio of 1:20. The calculation of the weighted average number of shares outstanding takes into account these shares as though they have already been converted.
 
 
 
7

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
REVENUE RECOGNITION
 
Revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured.
 
INVENTORY
 
Inventories are valued at the lower of cost (determined on a FIFO basis) or market. Inventories include product cost, inbound freight and warehousing costs. Management compares the cost of inventories with the market value and an allowance is made for writing down the inventories to their market value, if lower. As of March 31, 2011 and June 30, 2010, the Company recorded inventory at $241,771 and zero,  respectively.
 
INCOME TAXES
 
The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
 
The amount reserved for income tax in the accompanying financial statements has been appropriately adjusted to reflect the planned status of Concierge Technologies’ majority owned subsidiary, Wireless Village, dba 3rd Eye Cam, as a foreign corporation in the state of California.
 
For the 9-month periods ended March 31, 2011 and 2010, respectively, the Company did not have any interest and penalties associated with tax positions.
 
RECENT PRONOUNCEMENTS
 
In January 2011, the FASB issued ASU 2011-01 an accounting pronouncement related to receivables (“FASB ASC Topic 310”), The amendments in this update temporarily delay the effective date of the disclosures about troubled debt restructurings in ASU 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings for public entities and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated. Currently, that guidance is anticipated to be effective for interim and annual periods ending after June 15, 2011.
 
3.
GOING CONCERN
 
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has accumulated a deficit of $4,592,317 and incurred a net loss of $192,622 during the 9-month period ended March 31, 2011. The continuing losses have adversely affected the liquidity of the Company. Although losses are expected to decline during the current fiscal year due to increased product sales, the Company faces continuing significant business risks, which include but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.
 
In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
 
Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  Management devoted considerable effort from inception through the period ended March 31, 2011, 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, and (vi) acquiring suitable synergistic partners for the business opportunity in mobile incident reporting that generates immediate revenues.
 
Management believes that the above actions will allow the Company to continue operations through the next fiscal year.
 
 
 
8

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
4.
PAYABLE TO RELATED PARTIES
 
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 March 31, 2011, the Wallen Group owed $486 to Concierge, which is interest free, unsecured and due on demand, and as of June 30, 2010, the Company had $6,539 due to the Wallen Group, which is interest free, unsecured and due on demand. Additionally, the 3rd Eye Cam generated accounts payable amounting to $75,450 for the Company, which was recorded as payable to the related party as of March 31, 2011.
 
5.
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
Accounts payable and accrued expenses consist of the following as of March 31, 2011 and June 30, 2010:
 
   
March 31, 2011
   
June 30, 2010
 
Account payable
  $ 96,989     $ 109,213  
Tax reserve
    24,520       -  
Accrued judgment
    135,000       135,000  
Accrued interest
    88,020       69,022  
Auditing
    3,500       20,000  
Total
  $ 348,029     $ 333,235  
 
7.           NOTES PAYABLE – RELATED PARTIES
 
Current related party notes payable consist of the following:
 
   
March 31, 2011
   
June 30, 2010
 
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  
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 shareholder, interest rate of 6%, unsecured and payable on February 1, 2012
    10,000       -  
    $ 150,000     $ 142,500  
 
 
 
9

 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
Long-term related party notes payable consist of the following:
 
   
March 31, 2011
   
June 30, 2010
 
Long term notes payable to shareholder, interest rate of 6%, unsecured and payable on February 1, 2012
  $ -     $ 10,000  
Long term notes payable to shareholders, interest free, unsecured, due and payable on or before December 13, 2012
    36,000       -  
    $ 36,000     $ 10,000  
 
The convertible debenture is convertible into shares of Series B Convertible, Voting, Preferred stock, at the election of the debenture holder after October 9, 2010, at the conversion ratio of $0.20 per share. If the debenture holder elects to convert the debenture, the converted preferred shares can be further converted to common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the beneficial conversion feature embedded in the convertible debenture at September 8, 2010, the inception of this convertible note, was $100,000. $72,093 of the discount has been shown as a discount to the convertible note which will be amortized over the remaining term of the note and the excess of $27,907 has been shown as financing costs in the statement of operations as of March 31, 2011.
 
The Company has recorded interest expenses for the related party notes amounting to $12,272 and $8,594 respectively for each of the 9-month periods ended March 31, 2011 and March 31, 2010.
 
8.           SHARES ISSUED IN CONNECTION WITH FINANCING COSTS
 
During September, 2010, the company issued 40,000 shares of its Series B Convertible, Voting, par value $0.001 Preferred stock (“commitment fee shares”) in lieu of payment of a loan commitment fee to a California Partnership, the convertible debenture holder, pursuant to the agreement signed at September 8, 2010. These commitment fee shares are convertible into common stock at a ratio of 1:20 after 270 days from the date of issuance. The fair value of the debt issuance cost was $20,000 at September 8, 2010, which will be amortized over the term of the convertible debenture. At March 31, 2011, the unamortized debt issuance cost amounted to $14,419.
 
9.           SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
 
The Company prepares its statements of cash flows using the indirect method.
 
During the nine months ended March 31, 2011 and 2010 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 accompanying financial statements as accrued expenses as of March 31, 2011.
 
11.           SHARE-BASED COMPENSATION
 
On October 8, 2010 Concierge Technologies entered into Employee at Will Agreements with three individuals and also acquired an Exclusive Distribution Agreement and the services of a professional lobbying organization to assist Wireless Village with a transition to the business of selling, distributing and marketing mobile incident reporting cameras and associated hardware and services. In exchange for these services and agreements Concierge Technologies conveyed, in the aggregate, 817 shares of its 1667 Wireless Village shares. The resulting ownership in Wireless Village is 850 shares, or 51%, Concierge Technologies and 817 shares, or 49%, held by others.
 
As the shares of Wireless Village are not traded and have no implied fair value, the cost of services was estimated using a discounted cash flow model to arrive at a present value for the portion of the business being conveyed. Utilizing this methodology, the share-based compensation was determined to be $149,137. As the related agreements are “at will” in nature, the entire compensation cost was expensed on the date of execution of the agreements and is shown as minority interest of subsidiary on the accompanying balance sheet. The income statement for the period ending March 31, 2011 also includes a loss to minority interest holders of $14,108, representing the portion of net loss attributable to the non-controlling interest held by third parties.
 
12.           CONVERSION OF PREFERRED STOCK TO COMMON STOCK
 
During the current quarter certain holders of Concierge Series A and Series B preferred stock notified the Company of their desire to convert their shares of preferred stock to common stock pursuant to the terms and conditions available to them. Accordingly, Concierge converted 4,343,814 shares of Series A Preferred stock into 21,719,070 shares of common stock and 1,366,667 shares of Series B preferred stock into 27,333,340 shares of common stock. Each of the shares issued in the conversion bore a restrictive legend in compliance with SEC regulations found under rule 144. There remain 656,186 shares of Series A Preferred stock issued and outstanding and 273,333 shares of Series B Preferred stock issued and outstanding.
 
 
 
10

 
 
 
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The Company, through Planet Halo and Wireless Village, had been selling subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly since 2007. During our last fiscal quarter ending December 31, 2010, we had completed the transition away from this business and refocused our efforts to the sale and distribution of mobile video surveillance systems. As of the current quarter ending March 31, 2011 we had no wireless Internet revenues and had terminated all agreements with suppliers of leased telecom lines and site leases. For the nine-month periods ending March 31, 2011 and 2010, subscription sales for Planet Halo were recorded as $885 and $8,647 respectively whereas the subscription sales for Wireless Village for the same periods were $0 and $652 respectively. Total subscription sales were therefore $885 and $9,299 respectively, demonstrating a 91% loss of subscription revenue over the previous year due to discontinuation of the service.

During September 2010, Wireless Village, now operating under its fictitious business name “3rd Eye Cam”, has brought expertise in mobile digital camera deployment into the company by partnering with several industry professionals and a manufacturer of camera and DVR products. This refocus had an immediate effect with an increase in sales of hardware by 3rd Eye Cam for the quarter ending December 31, 2010 and the trend has continued into the current quarter ending March 31, 2011. Wireless Village purchases hardware including cabling, connectors, hard drives, wireless transceivers, cameras and various other hardware items for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold with resulting revenues recorded as hardware sales. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as Pre-Paid Inventory. In some instances installation services were supplied along with the sale of the new camera, or other, product, which may include pre-programming of functions prior to shipment. Generally, subcontracted labor supplied installation related to hardware or system support services. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectability was reasonably assured. Support services, not including sales of the mobile camera product, for the nine-month periods ending March 31, 2011 and 2010 were recorded as $15,552 and $3,175 respectively, an increase of 390%. Hardware sales, including cameras, were recorded as $449,398 for the nine-month period ending March 31, 2011 and $5,639 for the nine-month period ending March 31, 2010, a significant increase over the gross amount for the same period of 2010 attributed entirely to sales of camera devices. Web hosting services for the nine-month periods ending March 31, 2011 and 2010, although discontinued during the current quarter, were recorded as $1,548 and $2,666 respectively. Other income attributed to charges for shipping and handling of camera products totaled $1,781 for the nine month period ending March 31, 2011 whereas no such charges were invoiced during the nine-month period ending March 31, 2010. Accounts receivable at March 31, 2011 and June 30, 2010 was recorded at $1,314 (after allowance for doubtful accounts of $3,543) and $2,219 respectively, a significant increase of 119% due to an increase in camera sales orders.

Overall, net revenues for the nine-month period ending March 31, 2011 were up $445,955 to $467,383 over the nine-month period ending March 31, 2010, an increase of 2,081% attributed entirely to the addition of camera sales during the period September 2010 through March 31, 2011.

 
11

 
 
Liquidity

Prior to the entering the mobile incident reporting business in September 2010, our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock, or preferred stock, in exchange for cash. On September 8, 2010 we entered into a loan agreement containing certain conversion features whereby the note holder could convert the principal amount of the loan, $100,000, together with accrued interest at the rate of 6% per annum, into shares of our Series B Convertible, Voting, Preferred stock at the conversion rate of $0.20 per share. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable, including salaries to our executive officers. Provided 3rd Eye Cam continues to grow in accordance with management’s projections we expect to be able to rely on profitable operations to fund our operating expenses and avoid future need for loans from shareholders or insiders.

Although Concierge executive management is continuing to provide services to the Company for the near term without cash compensation, we may still require additional funding to realize the business objectives of the Company. Our new focus on mobile incident reporting and digital DVR camera sales by Wireless Village may require more working capital to expand their market presence and to purchase additional inventory in the short term. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. In the event financing is not completed, liquidity will depend upon increased operating profits from the existing infrastructure. In the event we are unable to raise working capital through inventory financing, we are reliant on the current profits to increase or our reserve funds will be exhausted at some point and continued growth may be negatively impacted.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
The Company is a smaller reporting company and is not required to provide the information required by this item.

ITEM 4.  CONTROLS AND PROCEDURES
 
Evaluation of disclosure controls and procedures.  The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms.  Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.  There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
 
 
 
12

 

PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
 
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the year 2002 as litigation settlement in the accompanying financial statements. This amount is included in accrued expenses as of March 31, 2011.
 
ITEM 1A.   RISK FACTORS.
 
 
The Company is a smaller reporting company and is not required to provide the information required by this item.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEED
 
 
The Company has not sold any unregistered equity securities for the period ending March 31, 2011.

 
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
 
NONE.

ITEM 4.   (REMOVED AND RESERVED).

ITEM 5.   OTHER INFORMATION
 
As of May 12, 2011, there remains two (2) positions vacant on the Board of Directors of Concierge Technologies, Inc..

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.+
 
 
 
13

 

 
 
  3.8
-
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+

 
3.9
-
Amendment to Articles of Incorporation as filed with the Definitive Information Schedule 14c filed with the SEC on December 3, 2010 and with the Nevada Secretary of State on December 23, 2010.

 
10.1
-
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*

 
14
-
Code of Ethics for CEO and Senior Financial Officers.***
 
 
31.1
-
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
-
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
-
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
-
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
*Previously filed with Form 8-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.


 
14

 

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.
 
 
  CONCIERGE TECHNOLOGIES, INC.  
       
Dated:  May 17, 2011
By:
/s/ David W. Neibert  
    David W. Neibert  
    Chief Executive Officer
 
       
 
 
15