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 __________ |
CONCIERGE TECHNOLOGIES, INC. |
(Exact name of registrant as specified in its charter) |
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 |
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 | |||
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 |
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 | ) |
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 | $ | - |
1.
|
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
GOING CONCERN
|
4.
|
PAYABLE TO RELATED PARTIES
|
5.
|
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
|
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 |
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 |
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 Company is a smaller reporting company and is not required to provide the information required by this item.
|
|
The Company has not sold any unregistered equity securities for the period ending March 31, 2011.
|
|
2
|
-
|
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
|
|
2
|
-
|
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
|
|
3.1
|
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
|
|
3.2
|
-
|
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
|
|
3.5
|
-
|
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
|
|
3.6
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
|
|
3.7
|
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
|
|
3.8
|
-
|
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
|
|
3.9
|
-
|
Amendment to Articles of Incorporation as filed with the Definitive Information Schedule 14c filed with the SEC on December 3, 2010 and with the Nevada Secretary of State on December 23, 2010.
|
|
10.1
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
|
14
|
-
|
Code of Ethics for CEO and Senior Financial Officers.***
|
|
31.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
*Previously filed with Form 8-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.
|
CONCIERGE TECHNOLOGIES, INC. | |||
Dated: May 17, 2011
|
By:
|
/s/ David W. Neibert | |
David W. Neibert | |||
Chief Executive Officer |
|||