Edgar Filing: CONCIERGE TECHNOLOGIES INC

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________

CONCIERGE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Commission File No. 000-29913

State of Incorporation: California
IRS Employer I.D. Number: 95-4442384

22048 Sherman Way, Suite 301
Canoga Park, CA 91303
818-610-0310
-------------------------------------------------------
(Address and telephone number of registrant's principal
executive offices and principal place of business)

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

As of February 5, 2004, there were 131,292,749 shares of the Registrant's
Common Stock, $0.001 par value, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
Page
----

Balance Sheet December 31, 2003 (Unaudited) 3
Statements of Operations Three Month Period Ended
December 31, 2003 and 2002 and the
Period from September 20, 1996 (Inception) to
December 31, 2003 (Unaudited) 4
Statements of Cash Flows Periods Ended December 31, 2003
and 2002 and the Period from September 20, 1996
(Inception) to December 31, 2003 (Unaudited) 5
Notes to Unaudited Financial Statements 6

CONCIERGE TECHNOLOGIES, INC.
(A development stage company)
BALANCE SHEET
DECEMBER 31, 2003
(Unaudited)

ASSETS
------

CURRENT ASSETS:

Cash & cash equivalents $ 113

PREPAID EXPENSES 245,800
-----------

$ 245,913
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accrued expenses $ 361,130
Loans Payable-Shareholders 340,708
-----------
Total current liabilities 701,838

SUBSCRIPTIONS RECEIVED FOR COMMON STOCK
SUBJECT TO CONTINGENCY 1,663,290

COMMON STOCK ISSUED SUBJECT TO CONTINGENCY 266,610

STOCKHOLDERS' DEFICIT:
Preferred stock, par value $.001 per share;
10,000,000 shares authorized; none issued -
Common stock, $.001 par value; 190,000,000
shares authorized; issued and outstanding 127,292,749 127,365
Additional paid in capital 315,654
Deficit accumulated during the development stage (2,828,844)
-----------
Total stockholders' deficit (2,385,825)
-----------
$ 245,913
===========

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

CONCIERGE TECHNOLOGIES, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
THREE MONTH AND SIX MONTH PERIODS ENDED DECEMBER 31, 2003 AND 2002 AND
THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2003
(Unaudited)

Three month periods ended Six month periods ended September 20,
Dec. 31 Dec. 31, Dec. 31, Dec. 31, 1996 (Inception)
2003 2002 2003 2002 to December 31, 2003
---------- ----------- ----------- ---------- --------------------

REVENUE $ - $ - $ - $ - $ -

COSTS AND EXPENSES
Product launch Expenses - - - - 1,077,785
General & Administrative Expenses 15,749 16,910 22,207 30,833 1,383,732
----------- ----------- ----------- ---------- -----------
TOTAL COSTS AND EXPENSES 15,749 16,910 22,207 30,833 2,461,517

OTHER INCOME/(EXPENSES)
Settlement income, net - - - - 52,600
Litigation settlement - - - - (135,000)
----------- ----------- ----------- ---------- -----------
TOTAL OTHER INCOME/(EXPENSES) - - - - (82,400)
----------- ----------- ----------- ---------- -----------

NET LOSS BEFORE INCOME TAXES (15,749) (16,910) (22,207) (30,833) (2,543,917)

Provision of Income Taxes - - 800 800 6,400
------------ ----------- ----------- ---------- -----------

NET INCOME (LOSS) $ (15,749) $ (16,910) $ (23,007) $ (31,633) $(2,550,317)
============ =========== =========== ========== ===========

WEIGHTED AVERAGE SHARES OF COMMON
STOCK OUTSTANDING, BASIC AND DILUTED 127,205,792 126,292,749 126,749,271 125,447,623
=========== =========== =========== ===========

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

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

CONCIERGE TECHNOLOGIES, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
PERIODS ENDED DECEMBER 31, 2003 AND 2002 AND
THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2003
(Unaudited)

CONCIERGE TECHNOLOGIES, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
PERIODS ENDED DECEMBER 31, 2002 AND 2001 AND
THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO DECEMBER 31, 2002
(Unaudited)

Sept. 20, 1996
Dec. 31, Dec. 31, (inception) to
2003 2002 Dec. 31, 2003
---------- --------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss $ (23,007) $ (31,633) $(2,550,317)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization - 670 12,910
Stock issued for services - - 280,352
Increase in current assets:
Prepaid expense - - (245,800)
Increase (decrease) in current liabilities:
Accrued expenses (2,317) 5,069 276,598
---------- ---------- -----------
Net cash used in operating activities (25,324) (25,894) (2,226,257)
---------- ---------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Note receivable - related party - - (100,000)
Acquisition of property & equipment - - (12,910)
---------- ---------- -----------
Net cash used in investing activities - - (112,910)
---------- ---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Shares 10,000 - 577,007
Proceed from stock subscription forfeited 10,000 10,000
Proceeds from advance subscriptions - - 1,772,983
Costs and expenses of advance subscriptions - - (79,710)
Proceeds from (repayments of)
related party loans 14,000 19,000 59,000
---------- ---------- -----------
Net cash provided by financing activities 24,000 29,000 2,339,280
---------- ---------- -----------

NET INCREASE (DECREASE) IN CASH &
CASH EQUIVALENTS (1,324) 3,106 113

CASH & CASH EQUIVALENTS, BEGINNING BALANCE 1,437 655 -
---------- ---------- -----------

CASH & CASH EQUIVALENTS, ENDING BALANCE $ 113 $ 3,761 $ 113
========== ========== ===========

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

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED 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. (see note 10).

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.

The accounting policies of the Company are in accordance with generally accepted
accounting principles and conform to the standards applicable to development
stage companies.

Basis of Preparation

The accompanying Interim Condensed Financial Statements are prepared in
accordance with rules set forth in Retaliation SB of the Securities and Exchange
Commission. As said, these statements do not include all disclosures required
under generally accepted principles and should be read in conjunction with the
audited financial statements for the year ended June 30, 2003. 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
months ended December 31, 2003 are not necessarily indicative of the results to
be expected for the fiscal year ending June 30, 2004.

Reclassifications

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

2. RECENT PRONOUNCEMENTS

On April 30, 2003, the FASB issued FASB Statement No. 149 ("SFAS 149"),
"Amendment of Statement 133 on Derivative Instruments and Hedging Activities".
FAS 149 amends and clarifies the accounting guidance on (1) derivative
instruments (including certain derivative instruments embedded in other
contracts) and (2) hedging activities that fall within the scope of FASB
Statement No. 133 ("SFAS 133"), Accounting for Derivative Instruments and
Hedging Activities. SFAS 149 also amends certain other existing pronouncements,
which will result in more consistent reporting of contracts that are derivatives
in their entirety or that contain embedded derivatives that warrant separate
accounting. SFAS 149 is effective (1) for contracts entered into or modified
after June 30, 2003, with certain exceptions, and (2) for hedging relationships
designated after June 30, 2003. The guidance is to be applied prospectively. The
adoption of SFAS No. 149 does not have a material impact on the Company's
financial position or results of operations or cash flows.

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

On May 15 2003, the FASB issued FASB Statement No. 150 ("SFAS 150"), Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity. SFAS 150 changes the accounting for certain financial instruments that,
under previous guidance, could be classified as equity or "mezzanine" equity, by
now requiring those instruments to be classified as liabilities (or assets in
some circumstances) in the statement of financial position. Further, SFAS 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. SFAS 150 affects an entity's classification of the following
freestanding instruments: a) Mandatorily redeemable instruments b) Financial
instruments to repurchase an entity's own equity instruments c) Financial
instruments embodying obligations that the issuer must or could choose to settle
by issuing a variable number of its shares or other equity instruments based
solely on (i) a fixed monetary amount known at inception or (ii) something other
than changes in its own equity instruments d) SFAS 150 does not apply to
features embedded in a financial instrument that is not a derivative in its
entirety. The guidance in SFAS 150 is generally effective for all financial
instruments entered into or modified after May 31, 2003, and is otherwise
effective at the beginning of the first interim period beginning after June 15,
2003. For private companies, mandatorily redeemable financial instruments are
subject to the provisions of SFAS 150 for the fiscal period beginning after
December 15, 2003. The adoption of SFAS No. 149 does not have a material impact
on the Company's financial position or results of operations or cash flows.

In December 2003, the Financial Accounting Standards Board (FASB) issued a
revised Interpretation No. 46, "Consolidation of Variable Interest Entities"
(FIN 46R). FIN 46R addresses consolidation by business enterprises of variable
interest entities and significantly changes the consolidation application of
consolidation policies to variable interest entities and, thus improves
comparability between enterprises engaged in similar activities when those
activities are conducted through variable interest entities. The Company does
not hold any variable interest entities.

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. However, the Company's did not earn any revenue
through the period ended December 31, 2003 and at December 31, 2003, the Company
has accumulated deficit of $2,828,844 including a net loss of $23,007 during the
six month period ended December 31, 2003. 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,
including 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 period ended December 31, 2003, towards (i) obtaining
additional financing (ii) management of accrued expenses and accounts payable
(iii) Development of the software "PCA " and (vi) evaluation of its distribution
and marketing methods.

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

Management believes that the above actions will allow the Company to continue
operations through the next twelve months.

4. PREPAID EXPENSES

The Company entered into software license agreements with two Delaware
Corporations. One Corporation granted permission to the Company to utilize its
software for the "PCA " development. The corporation was paid $202,500 as
initial non-refundable license fee and was considered to be pre-paid royalties.
The agreement calls for Concierge, Inc. to pay a royalty of $1.00 for the first
million units sold and $.75 for units greater than 1,000,000.

The second software license agreement granted the Company the rights to
incorporate its software in the Company's personal communication attendant
e-mail device. The corporation was paid $42,500 by Concierge, Inc. as a
non-refundable, advance royalty payment. The agreement calls for the Company to
pay a royalty of $1.10 for the first 100,000 units, thereafter $.85 per unit.

The Company amortizes the prepaid royalties by the amount which is the greater
of the amount computed using (a) the ratio that current gross revenues bear to
the total of current and anticipated future gross revenues or (b) the
straight-line method over the remaining estimated economic life. Per the
guideline under SFAS 86 "Accounting for the Costs of Computer Software to Be
Sold, Leased, or Otherwise Marketed", amortization shall start when the product
is available for general release to customers.

The term of licenses is five years from the date the Company begins shipping of
its product. The prepaid royalties will be amortized based on straight-line
method over five-year period from the date shipping begins.

5. LOANS PAYABLE - RELATED PARTIES

Current:

The Company has notes payable amounting $290,208 payable to shareholders. The
notes are non-interest bearing, unsecured and due on demand.

Long term - Payable in the fiscal year ended June 30, 2005:

The Company has a loan payable to shareholder amounting $5,000 plus interest
that was due on September 30, 2002. The due date for this loan was extended to
July 31, 2004 with the same interest rate of 10% per annum. The Company also has
four separate loans payable to a shareholder and related party, related by
common shareholder, amounting in the aggregate to $42,000 including accrued
interest of $14,000 at 8% per annum. The loans are due on demand. In addition,
the Company has a loan payable to a director/shareholder amounting to $3,500
plus interest due on September 1, 2004 with an interest rate of 8% per annum.

6. INCOME TAXES

No provision was made for Federal income tax since the Company has significant
net operating loss carryforward. Through December 31, 2003, the Company
incurred net operating losses for tax purposes of approximately $2,540,000.
Differences between financial statement and tax losses consist primarily of
amortization allowance, was immaterial at December 31, 2003. The net operating

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

loss carryforward may be used to reduce taxable income through the year 2023.
The availability of the Company's net operating loss carryforward is subject to
limitation if there is a 50% or more positive change in the ownership of the
Company's stock. The provision for income taxes consists of the state minimum
tax imposed on corporations.

The net deferred tax asset balance, due to net operating loss carryforwards, as
of December 31, 2003 were approximately $1,016,000. A 100% valuation allowance
has been established against the deferred tax assets, as the utilization of the
loss carrytforwards cannot reasonably be assured.

7. SHARES OF CONCIERGE, INC. ISSUED SUBJECT TO CONTINGENCY

Concierge, Inc. (CI) issued 117,184 shares for cash totaling $202,061 and
354,870 shares for services of $3,549 during the year ended June 30, 2000. Since
December 1998, CI sold securities to persons in six states in the U. S. CI did
not file Form D or other filings in any of the states or with the SEC for such
shares and did not properly follow the requirements for complying with available
exemptions in each state. Accordingly, all such shares are subject to the
contingency that they may have been issued without the availability of an
exemption from registration under the Securities Act of 1933 and under the
securities laws of each of the six states. Therefore, CI has treated all such
shares issued since December 1998, as Common stock issued subject to
contingency. Total 680,504 shares were issued subject to contingency through
March 31, 2003 for cash and services amounting $266,610.

8. SUBSCRIPTIONS RECEIVED FOR COMMON STOCK SUBJECT TO CONTINGENCY

Concierge, Inc. (CI) entered into subscription agreements to issue "post merger"
shares in exchange for cash. Through December 31, 2000, CI had received advance
subscriptions for a gross amount of $1,255,500 before deducting associated costs
of $79,710, for 5,928,750 post merger shares. In the event the merger between CI
and the Company is not completed prior to November 31, 2000, the obligation of
the Company under this agreement may be satisfied by the issuance of shares in
the Company equivalent on a pro-rata basis to the number of shares in "post
merger" Corporation that are subject to this agreement.

As mentioned in Note 10, CI merged with the Company on March 20, 2002. The
Company filed a registration statement with the Securities and Exchange
Commission ("the Commission") on June 8, 2000 related to the proposed merger,
naming CI as the entity proposed to be merged into the Company. From July 1,
2000 through September 15, 2000, CI received additionally $487,500 as advance
subscription for 2,127,500 post merger shares in an offering intended to be
exempt from registration pursuant to the provisions of Section 4(2) of the
Securities Act of 1933 and of Regulation D, Rule 506 of the Commission. It is
possible, but not certain, that the filing of the registration statement by the
Company and the manner in which CI conducted the sale of the 2,127,500 post
merger shares of common stock constituted "general advertising or general
solicitation" by CI. General advertising and general solicitation are activities
that are prohibited when conducted in connection with an offering intended to be
exempt from registration pursuant to the provisions of Regulation D, Rule 506 of
the Commission. CI does not concede that there was no exemption from
registration available for this offering. Nevertheless, should the
aforementioned circumstances have constituted general advertising or general
solicitation, CI would be denied the availability of Regulation D, Rule 506 as
an exemption from the registration requirements of the Securities Act of 1933
when it sold the 2,127,500 post merger shares of common stock after June 8,
2000. Should no exemption from registration have been available with respect to
the sale of these shares, the persons who bought them would be entitled, under
the Securities Act of 1933, to the return of their subscription amounts if
actions to recover such monies should be filed within one year after the sales
in question. Accordingly, the amounts received by CI from the sale of these
shares are set apart from Stockholders' Equity as "Subscription received for

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

common stock subject to contingency" to indicate this contingency. The total
contingent liabilities related to such shares amounted to $1,929,900 ($2,009,610
less cost and expenses of $79,710) as of December 31, 2003.

9. COMMON STOCK

The Company issued 1,000,000 shares of common stock, restricted under Rule 144,
in exchange for $10,000 in cash per subscription agreement.

10. MERGER AGREEMENT

On January 26, 2000 the Company entered into an agreement of merger with
Concierge, Inc. (CI), a California Corporation. Under the agreement, the
outstanding 1,376,380 share of common stock of the CI were converted into
96,957,713 common stock of the Company on the basis of 70.444 shares of the
Company for each share outstanding of the CI. The 96,957,713 post merger shares
were distributed to the shareholders of CI on a pro-rata basis. For accounting
purposes, the transaction was treated as a recapitalization of the CI, with CI
as the accounting acquirer (reverse acquisition), and was accounted for in a
manner similar to a pooling of interests. The operations of the Company have
been included with those of the CI from the acquisition date. The Company had
minimal assets before the merger and did not have significant operations prior
to the merger. The merger was subject to approval by shareholders of both
companies and Securities and Exchange Commission. The merger was consummated on
March 20, 2002.

11. 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 Company paid $0 for income tax in the six month periods ended December 31,
2003 and 2002. The Company paid $0 for interest during the six month periods
ended December 31, 2003 and 2002.

12. COMMITMENT

The Company sub-leases office space in Los Angeles, California from Ardent, Ltd.
The term of the lease was 26 months with monthly payments of $1,542. The lease
expired on August 31, 2002. The Company is currently co-located with the
president of the Company and pays no rent.

13. LITIGATIONS

Concierge, Inc. filed a complaint against Emerald-Delaware, Inc. (ED), in the
superior court for the County of Contra Costa on March 9, 2001 for breach of
contract, negligence, fraud etc in relation to development of its products PCA.
ED filed a cross complaint in the same court. The parties reached a settlement
on October 9, 2001, whereby ED agreed to compensate CI by $50,000. The
settlement amount was received during the year ended June 30, 2002 and has been
reflected as settlement income.

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

CONCIERGE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED FINANCIAL STATEMENTS

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 as
litigation settlement in the accompanying financial statements.

Item 2. Plan of Operation

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

- acquire two companies - Planet Halo and Frank Ramogida Holdings -
and obtain the capital needed to operate the combined entity,

- refocus our daily operations on the wireless communications
industry, including providing Wi-Fi (Wireless Fidelity as defined
by the IEEE standards of 802.11(x)) service to consumers and
enterprise customers, and

- sell for approximately $250,000 our remaining inventory of
approximately 14,000 PCAs via a rejuvenation of our website
presence and a link to eBay (R) and PayPal (R).

Through a combination of product offerings including hardware, wireless
airtime, broadband wireless Internet access, software offerings (such as the
upgraded PCA product), and subscription services, we hope to build a vertically
integrated company able to respond in timely fashion to the consumer demand for
communications services. Critical to this endeavor will be our ability to
resolve outstanding issues of debt and other liabilities through the sale of our
existing inventory.

We have been involved in discussions with two private companies, Planet
Halo and Frank Ramogida Holdings ("FRH"). We entered into a letter of intent
with FRH and Planet Halo that outlined a path by which we would acquire these
two companies in a stock transaction. The proposed transaction was contingent
upon a number of criteria, including satisfactory completion of due diligence,
definitive final agreements and sufficient funding to operate the combined
enterprise. As of February 1, 2004 this letter of intent has expired; however,
the parties are continuing to work together to source the required financing to
go forward with the proposed transaction or a modified version thereof.

Our primary website presence at the domain name "conciergetech.com" has
been discontinued effective February 1, 2004 due to a dispute with our former
consultant, Dave Cook. Mr. Cook is claiming ownership of the domain name and has
rendered it inactive. The Company believes that it owns the domain name;
however, until the dispute is resolved the Company has reverted to another of
its registered domain names - "pcahome.com" - for the hosting of its website. It
is uncertain what effects, if any, the change of domain names will have on the
results of prior marketing efforts promoting the "conciergetech.com" site. The
Company plans to issue a press release announcing the change of domain names;
however, as of February 5, 2004 the Company has not successfully redirected
traffic to its new URL address. Email addresses will remain unaffected for the
near term, but are expected to change to the new domain name as well.

On June 17, 2002, David W. Neibert became our President and Chief
Operations Officer. Upon assuming that role, he moved the general accounting and
administrative offices of our company to a co-location with his firm, The Wallen
Group. We do not currently pay rent and have no lease for the facilities being
provided by Mr. Neibert.

As of December 31, 2003, we had no employees and no fixed overhead other
than the variable cost of web hosting, legal and professional fees, fees charged
by our transfer agent and minimum tax payments. We own no office fixtures,
furniture or appliances. Our president, CEO and directors have been providing
their services without cash compensation to this point; however, our President
was unable to continue in his capacity without compensation for past and future
services. The Company has negotiated a payment to Mr. Neibert that secures his
services for the period commencing with his presidency in 2002 and continuing
through June 30, 2004. Other officers have not been compensated as of December
31, 2003 and are continuing to provide their services for the indeterminate
future. There is no assurance that they will continue without compensation, or
that Mr. Neibert will continue his service after June 30, 2004.

Liquidity

Our primary source of operating capital has been funding sourced through
insiders or shareholders under the terms of unsecured promissory notes. In one
instance we have sold shares of our common stock in exchange for cash. The
amount of borrowed funds and funds from equity sales have 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 pay down commercial and 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.

Although our management is continuing to provide services to the Company
for the near term without cash compensation, we will still require additional
funding to maintain the corporation and market the remaining inventory of the
PCA product. The Company has been aggressively pursuing financing for the
acquisitions targeted for this year and has retained a financial advisor to
assist with the effort. Until such time as definitive agreements are reached
with investors, such a financing remains speculative. If the financing is not
available, the acquisitions themselves may also not be completed. In the event
either the financing or the proposed acquisitions are not completed, our funds
and inventory assets will be exhausted at some point and continuing operations
may be impossible.

Item 3. Controls and Procedures

Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in this
report is recorded, processed, accumulated and communicated to our management,
including our chief executive officer and our chief financial officer, to allow

timely decisions regarding the required disclosure. Within the 90 days prior to
the filing date of this report, our management, with the participation of our
chief executive officer and chief financial officer, carried out an evaluation
of the effectiveness of the design and operation of these disclosure controls
and procedures. Our chief executive officer and chief financial officer
concluded, as of fifteen days prior to the filing date of this report, that
these disclosure controls and procedures are effective.

Changes in internal controls. Subsequent to the date of the above
evaluation, we made no significant changes in our internal controls or in other
factors that could significantly affect these controls, nor did we take any
corrective action, as the evaluation revealed no significant deficiencies or
material weaknesses.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

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

Exhibit Item
------- ----

2 - Stock Purchase Agreement of March 6, 2000 between
Starfest, Inc. and MAS Capital, Inc.*

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.**

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

31 - 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.

31.1 - 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 - 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.

32.1 - 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.

(b) Forms 8-K

None

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 16, 2004 CONCIERGE TECHNOLOGIES, INC.

By:/s/ David W. Neibert
-----------------------------------
David W. Neibert, President

CONCIERGE TECHNOLOGIES, INC.
Commission File No. 000-29913

Index to Exhibits to Form 10-QSB 12-31-03

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