UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q

———————


Xü

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

 

 ACT OF 1934

For the quarterly period ended:March 31,September 30, 2008

or

 

 

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

 

 ACT OF 1934

For the transition period from: _____________ to _____________


Commission File Number:000-29913


———————

CONCIERGE TECHNOLOGIES, INC.

 (Exact(Exact name of registrant as specified in its charter)

———————


Nevada

000-29913

95-4442384

(State or Other Jurisdictionother jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)incorporation or organization)

File Number)

Identification No.)


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

 (Address(Address of Principal Executive Office) (Zip Code)


818-610-0310

 (Registrant’s(Registrant’s telephone number, including area code)

N/A

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

———————

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 12 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.

Xü

 Yes

 

 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

Large accelerated filer

 

 

 

Accelerated filer

 

 

Non-accelerated filer

 

 (Do not check if a smaller

 

Smaller reporting company

Xü

 reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

 Yes

Xü

 No

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  

As of May 16,November 10, 2008, there were 178,231,867 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 5 million shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by

a court.

 Yes

 No

 

 



1




TABLE OF CONTENTS


Page

PART I - FINANCIAL INFORMATION

3

Item 1.

Financial Statements

31

Item 2.Plan of Operation

Management’s Discussion and Analysis of Financial Condition17

and Results of Operations

16

Item 4.

Controls and Procedures

1718

PART II – Other Information  - OTHER INFORMATION

18

Item 2.

Unregistered Sales of Equity Securities

1819

Item 5.Other Information

19

Item 6.Exhibits

Exhibits20

18SIGNATURES

SIGNATURES

2021



2





PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements


Page

Item 1.

Financial Statements

Balance Sheet March 31,September 30, 2008 (Unaudited)

42

ConsolidatedConsolidated Statements ofOf Operations For The Three and Nine Month Periods Ended

March 31, September 30, 2008 and
And 2007 and theAnd For The Period fromFrom September 20, 1996 (Inception) to

March 31,To
September 30, 2008 (Unaudited)

53

Consolidated Statements ofOf Changes In Stockholders' Deficit For The Three Month Periods Ended
September 30, 2008 And For The Period From September 20, 1996 (Inception)
To September 30, 2008

4

Consolidated Statements Of Cash Flows For The Three and Nine Month Periods Ended March 31,September 30, 2008

and
And 2007 and theAnd For The Period fromFrom September 20, 1996 (Inception) to March 31,To September 30, 2008
(Unaudited)

67

Notes toTo Unaudited Consolidated Financial Statements

78




3




CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARY

(A development stage company)

CONSOLIDATED BALANCE SHEET

March 31, 2008

(UNAUDITED)


ASSETS

CURRENT ASSETS:

Cash & cash equivalents

$

27,028 

Account Receivable, net

188 

Inventory

196 

Total current assets

27,412 

Property and Equipment, net

34,951 

Goodwill in the Acquisition of Wireless Village

213,940 

Total Assets

$

276,304 

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses

$

280,639 

Other Payables

6,000 

Advance subscription

916 

Due to related party

2,242 

Notes payable - related parties

155,200 

Total current liabilities

444,998 

COMMITMENT

STOCKHOLDERS' DEFICIT:

Preferred stock, par value $.001 per share; 10,000,000

shares authorized; 5,000,000 shares issued

5,000 

Common stock, $.001 par value; 190,000,000 shares

authorized; issued and outstanding 178,231,867

178,232 

Additional paid in capital

3,615,428 

Deficit accumulated during the development stage

(3,967,354)

Total stockholders' deficit

(168,694)

Total Liabilities and Stockholders' Deficit

$

276,304 


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



4


1



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTH AND NINE MONTH PERIODS ENDED MARCH 31,BALANCE SHEET
September 30, 2008 AND 2007

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

(UNAUDITED)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Period

From

September 20,

1996 (Inception)

to March 31,

2007

 

 

 

 

 

 

For The Three Month

Periods Ended

 

 

For the Nine Month

Periods Ended

 

 

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

 

2008

 

2007

 

2008

 

2007

 

NET REVENUE

$

8,306 

 

$

 

$

12,059 

 

$

                   - 

 

$

12,059 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

21,015 

 

 

 

 

38,896 

 

 

                   - 

 

 

38,541 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS LOSS

 

(12,709)

 

 

 

 

(26,837)

 

 

                   - 

 

 

(26,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

            

Product Launch Expenses

 

 

 

 

 

 

 

 

 

 

 

1,077,785 

 

Impairment of Assets

 

 

 

 

 

 

 

 

 

 

 

988,443 

 

General & Administrative Expenses

 

29,541 

 

 

8,993 

 

 

67,123 

 

 

         50,775 

 

 

1,627,476 

 

 

TOTAL COSTS AND EXPENSES

 

29,541 

 

 

8,993 

 

 

67,123 

 

 

           50,775 

 

 

3,693,704 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

                   5 

 

 

167 

 

Unallocated accrued expenses reversed

 

 

 

 

 

 

 

 

                   - 

 

 

150,123 

 

Settlement Income/(Loss)

 

 

 

 

 

 

 

 

                   - 

 

 

52,600 

 

Loss on debt settlement

 

 

 

 

 

 

 

 

                   - 

 

 

(23,033)

 

Litigation Settlement

 

 

 

 

 

 

 

 

                   - 

 

 

(135,000)

 

 

TOTAL OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

                   5 

 

 

44,857 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

(42,251)

 

 

(8,993)

 

 

(93,960)

 

 

         (50,770)

 

 

(3,675,330)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision of Income Taxes

 

 

 

 

 

 

 

800 

 

 

            1,600 

 

 

12,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(42,251)

 

$

(8,993)

 

$

(94,760)

 

$

      (52,370)

 

$

(3,687,330)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          OUTSTANDING, BASIC AND DILUTED

 

178,002,097 

 

 

145,607,964 

 

 

177,547,570

 

 

 143,950,356 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*BASIC AND DILUTED NET LOSS PER SHARE

$

(0.00)

 

$

(0.00)

 

$

(0.00)

 

$

             (0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

ASSETS

 

 

 

CURRENT ASSETS:

 

 

 

Cash & cash equivalents

 

$

11,402

 

Account Receivable, net

 

 

2,342

 

Due from Related Party

 

 

21,687

 

Inventory

 

 

196

 

Total current assets

 

 

35,627

 

  

 

 

 

 

Property and Equipment, net

 

 

29,766

 

  

 

 

 

 

Total Assets

 

$

65,393

 

  

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

  

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

Accounts payable and accrued expenses

 

$

291,614

 

Sales paid in advance

 

 

597

 

Notes payable - related parties

 

 

160,692

 

Shares to be issued

 

 

50,000

 

Total current liabilities

 

 

502,904

 

  

 

 

 

 

STOCKHOLDERS' DEFICIT:

 

 

 

 

Preferred Stock, 10,000,000 authorized par $0.001

 

 

 

 

Series A: 5,000,000 shares issued

 

 

5,000

 

Series B: 1,000,000 shares authorized, none issued

 

 

 

 

Common stock, $0.001 par value; 190,000,000 shares

 

 

––

 

authorized; issued and outstanding 178,231,867

 

 

178,232

 

Additional paid-in capital

 

 

3,615,448

 

Deficit accumulated during the development stage

 

 

(4,236,191

)

Total stockholders' deficit

 

 

(437,511

)

Total Liabilities and Stockholders' Deficit

 

$

65,393

 


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



52



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008
(UNAUDITED)


 

 

For the Three Month Periods Ended

 

 

For The Period From September 20, 1996 (Inception) to September 30, 2008

 

 

 

September 30,

 

 

 

 

 

2008

 

 

2007

 

 

 

NET REVENUE

 

$

6,556

 

 

$

875

 

 

$

20,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Revenue

 

 

8,464

 

 

 

7,831

 

 

 

46,910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

 

(1,908

)

 

 

(6,956

)

 

 

(26,156

)

 

 

 

 

 

 

 

 

 

 

 

 

 

COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Product Launch Expenses

 

 

––

 

 

 

––

 

 

 

1,077,785

 

Impairment of Assets

 

 

––

 

 

 

––

 

 

 

1,196,383

 

General & Administrative Expenses

 

 

8,652

 

 

 

27,410

 

 

 

1,663,891

 

TOTAL COSTS AND EXPENSES

 

 

8,652

 

 

 

27,410

 

 

 

3,938,060

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

 

 

 

 

Other Income

 

 

––

 

 

 

––

 

 

 

241

 

Interest Expense

 

 

(2,869

)

 

 

––

 

 

 

(25,581

)

Unallocated accrued expenses reversed

 

 

––

 

 

 

––

 

 

 

150,123

 

Settlement Income/(Loss)

 

 

––

 

 

 

––

 

 

 

52,600

 

Loss on debt settlement

 

 

––

 

 

 

––

 

 

 

(23,033

)

Litigation Settlement

 

 

––

 

 

 

––

 

 

 

(135,000

)

TOTAL OTHER INCOME (EXPENSES)

 

 

(2,869

)

 

 

––

 

 

 

19,351

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS BEFORE INCOME TAXES

 

 

(13,430

)

 

 

(34,366

)

 

 

(3,944,865

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision of Income Taxes

 

 

800

 

 

 

800

 

 

 

12,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(14,230

)

 

$

(35,166

)

 

$

(3,957,665

)

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED

 

 

203,231,867

 

 

 

177,322,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*BASIC AND DILUTED NET LOSS PER SHARE

 

$

(0.00

)

 

$

(0.00

)

 

 

 

 

———————

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


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



3



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)


  

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

  

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

  

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency

 

Common Stock issued for cash through June 30, 1997

 

 

-

 

 

-

 

 

176,306

 

$

1,763

 

 

$

106,162

 

 

$

-

 

 

$

-

 

 

$

107,925

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services through June 30, 1997

 

 

-

 

 

-

 

 

621,545

 

 

6,215

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,215

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss through June 30, 1997

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(96,933

)

 

 

(96,933

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1997

 

 

-

 

 

-

 

 

797,851

 

 

7,978

 

 

 

106,162

 

 

 

-

 

 

 

(96,933

)

 

 

17,207

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 1998

 

 

-

 

 

-

 

 

137,475

 

 

1,375

 

 

 

194,650

 

 

 

-

 

 

 

-

 

 

 

196,025

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 1998

 

 

-

 

 

-

 

 

22,550

 

 

226

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

226

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 1998

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(283,891

)

 

 

(283,891

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1998

 

 

-

 

 

-

 

 

957,876

 

 

9,579

 

 

 

300,812

 

 

 

-

 

 

 

(380,824

)

 

 

(70,433

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 1999

 

 

-

 

 

-

 

 

208,000

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

60,996

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 1999

 

 

-

 

 

-

 

 

450

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 1999

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(89,919

)

 

 

(89,919

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 1999

 

 

-

 

 

-

 

 

1,166,326

 

 

9,579

 

 

 

300,812

 

 

 

-

 

 

 

(470,743

)

 

 

(160,352

)

 

 

-

 

 

 

61,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisition and retirement of Common shares

 

 

-

 

 

-

 

 

(262,000

 

 

(2,620

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,620

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for cash in the year ended June 30, 2000

 

 

-

 

 

-

 

 

117,184

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

202,061

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for services in the year ended June 30, 2000

 

 

-

 

 

-

 

 

354,870

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,549

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post acquisition stock subscription funds received net of costs & expenses of $79,710

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,175,790

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2000

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(986,986

)

 

 

(986,986

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2000

 

 

-

 

 

-

 

 

1,376,380

 

 

6,959

 

 

 

300,812

 

 

 

-

 

 

 

(1,457,729

)

 

 

(1,149,958

)

 

 

1,175,790

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post acquisition stock subscription funds

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

received

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

487,500

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2001

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(544,080

)

 

 

(544,080

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2001

 

 

-

 

 

-

 

 

1,376,380

 

 

6,959

 

 

 

300,812

 

 

 

-

 

 

 

(2,001,809

)

 

 

(1,694,038

)

 

 

1,663,290

 

 

 

266,610

 






CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTH PERIODS ENDED SEPTEMBER 30, 2008

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)

  

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

  

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recapitalization upon merger

 

 

-

 

 

-

 

 

118,681,333

 

 

113,099

 

 

 

(300,812

)

 

 

-

 

 

 

(278,527

)

 

 

(466,240

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock subscription received for 500,000 shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

29,983

 

 

 

 

 

 

 

29,983

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

-

 

 

-

 

 

2,532,581

 

 

119,031

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

119,031

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock to be issued for services-3,275,472 shares

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

153,947

 

 

 

-

 

 

 

153,947

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment to paid in capital on merger

 

 

-

 

 

-

 

 

-

 

 

(116,499

)

 

 

116,499

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2002

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(478,229

)

 

 

(478,229

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2002

 

 

-

 

 

-

 

 

122,590,294

 

 

122,590

 

 

 

116,499

 

 

 

183,930

 

 

 

(2,758,565

)

 

 

(2,335,546

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for subscription received in the prior year

 

 

-

 

 

-

 

 

500,000

 

 

500

 

 

 

29,483

 

 

 

(29,983

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock issued for services included in the prior period

 

 

-

 

 

-

 

 

3,275,472

 

 

3,275

 

 

 

150,672

 

 

 

(153,947

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of stock subscription

 

 

 

 

 

 

 

 

-

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancellation of over issued shares on recapitalization

 

 

-

 

 

-

 

 

(73,017

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2003

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(47,272

)

 

 

(47,272

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2003

 

 

-

 

 

-

 

 

126,292,749

 

 

126,365

 

 

 

306,654

 

 

 

-

 

 

 

(2,805,837

)

 

 

(2,372,818

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustment to par value

 

 

-

 

 

-

 

 

-

 

 

(72

)

 

 

72

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for cash

 

 

-

 

 

-

 

 

2,000,000

 

 

2,000

 

 

 

18,000

 

 

 

-

 

 

 

-

 

 

 

20,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for services

 

 

-

 

 

-

 

 

4,000,000

 

 

4,000

 

 

 

212,000

 

 

 

-

 

 

 

-

 

 

 

216,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for acquisition of Planet Halo

 

 

-

 

 

-

 

 

9,999,998

 

 

10,000

 

 

 

490,000

 

 

 

-

 

 

 

-

 

 

 

500,000

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2004

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(514,639

)

 

 

(514,639

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2004

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

1,026,726

 

 

 

-

 

 

 

(3,320,476

)

 

 

(2,151,457

)

 

 

1,663,290

 

 

 

266,610

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassify contingent liabilities to Additional Paid In Capital

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

1,929,900

 

 

 

-

 

 

 

-

 

 

 

1,929,900

 

 

 

(1,663,290

)

 

 

(266,610

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2005

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(544,284

)

 

 

(544,284

)

 

 

-

 

 

 

-

 



5



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS' DEFICIT

FOR THE NINETHREE MONTH PERIODS ENDED MARCH 31,SEPTEMBER 30, 2008 AND 2007

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO MARCH 31,SEPTEMBER 30, 2008

(UNAUDITED)


 

 

 

 

 

For The Nine Month Periods Ended March 31,

 

For the Period

From

September 20, 1996

 

 

 

 

 

 

(inception) to

 

 

 

 

 

2008

 

2007

 

March  31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net loss

 

 

$

(94,760)

 

$

(52,370)

 

 $

(3,687,331)

 

Adjustments to reconcile net loss to net cash used in

 

 

 

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

 

 

 

 

Impairment of asset

 

 

 

 

 

742,643 

 

 

Depreciation and amortization

 

6,132 

 

 

 

 

19,595 

 

 

Loss on settlement of debts

 

 

 

 

 

23,033 

 

 

Unallocated accrued expense reversed

 

 

 

 

 

(150,123)

 

 

(Increase) Decrease in current assets:

 

 

 

 

 

 

 

 

 

 

 

AR

 

 

(188)

 

 

 

 

(188)

 

 

 

Inventory

 

(196)

 

 

 

 

(196)

 

 

 

Prepaid expense

 

 

 

 

 

(245,800)

 

 

Increase (decrease) in current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Advance subscription

 

916 

 

 

 

 

916 

 

 

 

Increase (decrease) in Notes Payable

 

 

 

 

 

 

 

 

 

 

Accrued expenses

 

28,133 

 

 

(8,342)

 

 

352,230 

 

 

   Net cash used in operating activities

 

(59,964)

 

 

(35,712)

 

 

(2,413,869)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Cash received on acquisition of subsidiary

 

31,509 

 

 

 

 

34,421 

 

 

Purchase of equipment

 

(7,871)

 

 

 

 

(51,252)

 

 

Note receivable - related party

 

 

 

 

(40,319)

 

 

 

 

 

   Net cash provided by (used in) investing activities

 

23,638 

 

 

(40,319)

 

 

(16,831)

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

Receipts from (payment to) related party

 

 

 

 

 

 

52,500 

 

 

Proceeds from Issuance of Shares

 

10,000 

 

 

 

 

687,007 

 

 

Proceeds from stock subscription forfeited

 

 

 

 

 

10,000 

 

 

Proceeds from notes payable - related party

 

38,293 

 

 

22,749 

 

 

14,943 

 

 

Proceeds from advance subscriptions

 

 

 

50,000 

 

 

1,772,983 

 

 

Costs and expenses of advance subscriptions

 

 

 

 

 

(79,710)

 

 

   Net cash provided by financing activities

 

48,293 

 

 

72,749 

 

 

2,457,724 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS

 

11,968 

 

 

(3,282)

 

 

27,028 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, BEGINNING BALANCE

 

15,060 

 

 

3,882 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, ENDING BALANCE

$

27,028 

 

$

                 600 

 

 $

27,028 

 

 

Preferred stock

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Number of

 

Par

 

Number of

 

Par

 

 

Additional

 

 

Shares

 

 

Accumulated

 

 

Stockholders'

 

 

Advance

 

 

Subject to

 

 

shares

 

value

 

shares

 

value

 

 

paid in capital

 

 

to be issued

 

 

Deficit

 

 

deficit

 

 

Subscriptions

 

 

Contingency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2005

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

2,956,626

 

 

 

-

 

 

 

(3,864,761

)

 

 

(765,841

)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans converted to Paid in Capital

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

281,708

 

 

 

-

 

 

 

-

 

 

 

281,708

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended June 30, 2006

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(44,552

)

 

 

(44,552

)

 

 

-

 

 

 

-

 

Balance at June 30, 2006

 

 

-

 

 

-

 

 

142,292,747

 

 

142,293

 

 

 

3,238,334

 

 

 

-

 

 

 

(3,909,313

)

 

 

(528,686

)

 

 

-

 

 

 

-

 

Issuance of shares for services

 

 

-

 

 

-

 

 

5,000,000

 

 

5,000

 

 

 

30,000

 

 

 

-

 

 

 

-

 

 

 

35,000

 

 

 

-

 

 

 

-

 

Issuance of shares for cash

 

 

-

 

 

-

 

 

27,027,027

 

 

27,027

 

 

 

62,973

 

 

 

-

 

 

 

-

 

 

 

90,000

 

 

 

-

 

 

 

-

 

Issuance of shares for debt settlement

 

 

-

 

 

-

 

 

3,003,003

 

 

3,003

 

 

 

30,030

 

 

 

-

 

 

 

-

 

 

 

33,033

 

 

 

-

 

 

 

-

 

Net income for the year ended June 30, 2007

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

38,214

 

 

 

38,214

 

 

 

-

 

 

 

-

 

Balance at June 30, 2007

 

 

-

 

 

-

 

 

177,322,777

 

 

177,323

 

 

 

3,361,337

 

 

 

-

 

 

 

(3,871,095

)

 

 

(332,434

)

 

 

-

 

 

 

-

 

Net loss for the periods ended June 30, 2008

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(350,866

)

 

 

(350,866

)

 

 

 

 

 

 

 

 

Shares issued for cash

 

 

-

 

 

-

 

 

909,090

 

 

909

 

 

 

9,091

 

 

 

-

 

 

 

-

 

 

 

10,000

 

 

 

 

 

 

 

 

 

Issuance of Shares for Purchase of Wireless Village

 

 

5,000,000

 

 

5,000

 

 

-

 

 

-

 

 

 

245,000

 

 

 

-

 

 

 

-

 

 

 

250,000

 

 

 

 

 

 

 

 

 

Balance at June 30, 2008

 

 

5,000,000

 

 

5,000

 

 

178,231,867

 

 

178,232

 

 

 

3,615,428

 

 

 

-

 

 

 

(4,221,961

)

 

 

(423,301

)

 

 

-

 

 

 

-

 

Shares issued for cash

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

Additional cash acquired with Wireless Village

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

20

 

 

 

-

 

 

 

-

 

 

 

20

 

 

 

 

 

 

 

 

 

Net loss for the periods ended September 30, 2008

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(14,230

)

 

 

(14,230

)

 

 

 

 

 

 

 

 

Balance at September 30, 2008

 

 

5,000,000

 

$

5,000

 

 

178,231,867

 

$

178,232

 

 

$

3,615,448

 

 

 

-

 

 

$

(4,236,191

)

 

$

(437,511

)

 

 

-

 

 

 

-

 


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



6



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTH PERIODS ENDED
SEPTEMBER 30, 2008 AND 2007
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2008

(UNAUDITED)


  

 

For the Three Month Periods Ended

 

 

September 20, 1996

 

  

 

September 30,

 

 

(inception) to

 

  

 

2008

 

 

2007

 

 

September 30, 2008

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Net loss

 

$

(14,230

)

 

 

(35,166

)

 

$

(3,957,665

)

Adjustments to reconcile net loss to net cash used in

 

 

 

 

 

 

 

 

 

 

––

 

operating activities:

 

 

 

 

 

 

 

 

 

 

––

 

Impairment of Goodwill/Asset

 

 

––

 

 

 

––

 

 

 

950,583

 

Depreciation and amortization

 

 

3,007

 

 

 

981

 

 

 

25,610

 

Stock issued for services

 

 

––

 

 

 

––

 

 

 

531,352

 

Loss on settlement of debts

 

 

––

 

 

 

––

 

 

 

23,033

 

Unallocated accrued expense reversed

 

 

––

 

 

 

––

 

 

 

(150,123

)

Decrease in current assets:

 

 

 

 

 

 

 

 

 

 

––

 

Accounts Receivable

 

 

(1,003

)

 

 

(76

)

 

 

(2,342

)

Inventory

 

 

––

 

 

 

––

 

 

 

(245,996

)

Increase (decrease) in current liabilities:

 

 

 

 

 

 

 

 

 

 

––

 

Advance subscription

 

 

(783

)

 

 

410

 

 

 

597

 

Accounts payable & Accrued expense

 

 

(6,181

)

 

 

10,834

 

 

 

362,280

 

Net cash used in operating activities

 

 

(19,991

)

 

 

(23,017

)

 

 

(2,462,671

)

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Cash received on acquisition of subsidiary

 

 

––

 

 

 

––

 

 

 

34,421

 

Note receivable - related party

 

 

––

 

 

 

––

 

 

 

(81,808

)

Purchase of equipment

 

 

––

 

 

 

(2,990

)

 

 

(55,111

)

Net cash used in investing activities

 

 

––

 

 

 

(2,990

)

 

 

(102,498

)

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

Due from related party

 

 

(24,428

)

 

 

16,652

 

 

 

(16,210

)

Proceeds from Issuance of Shares

 

 

––

 

 

 

––

 

 

 

687,007

 

Proceeds from stock subscription forfeited

 

 

––

 

 

 

––

 

 

 

10,000

 

Proceeds for shares to be issued

 

 

50,000

 

 

 

––

 

 

 

1,822,983

 

Costs and expenses of advance subscriptions

 

 

––

 

 

 

––

 

 

 

(79,710

)

Proceeds from (payments to) related party loans

 

 

––

 

 

 

––

 

 

 

152,500

 

Net cash provided by financing activities

 

 

25,572

 

 

 

16,652

 

 

 

2,576,571

 

  

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS

 

 

5,582

 

 

 

(9,355

)

 

 

11,402

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, BEGINNING BALANCE

 

 

5,820

 

 

 

15,060

 

 

 

––

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH & CASH EQUIVALENTS, ENDING BALANCE

 

$

11,402

 

 

 

5,705

 

 

$

11,402

 


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



7



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARYSUBSIDIARIES

(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.



8



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of PreparationBASIS 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-KSB10-K for the year ended June 30, 2007.2008.  In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements.  The results of operation for the ninethree month period ended March 31,September 30, 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



2009.

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,September 30, 2008 the Company does not have any dilutive securities.op tions or warrants, but has issued 5,000,000 shares of Series A preferred stock that can be converted to common stock at a ratio of 1:5.

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 include sr evenue 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 periodsthree-month period ended March 31,September 30, 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.



9



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED 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.

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

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



10



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED 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 monththree-month period ended March 31,September 30, 2008. The Company has accumulated deficit of $3,967,354$4,236,191 and a net loss of $94,760$14,230 during the 9 monththree-month period ended March 31,September 30, 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 monththree-month period ended March 31,September 30, 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 subsidiaries, (iv) eliminating redundant operations through consolidation of operations within Wireless Village and Planet Halo, and (v) searching for suitable synergistic partners for future business combinations that generate immediate revenues.


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



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 toAs of September 30, 2008, the Wallen Group was holding $21,687 on behalf of $2,242 as of March 31, 2008. The amount due to related party is due on demand, unsecured and interest free.Concierge.

6.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES


Accounts payable and accrued expenses consist of the following as of March 31, 2008.September 30, 2008:


Account payable

$

   99,004 

Accrued judgment

 

135,000 

Accrued interest

 

43,135 

Accrued accounting fees

 

3,500 

Total

$

280,639



Account payable

$

85,197

Accrued judgment

 

135,000

Accrued interest

 

49,117

Accrued accounting fees

 

21,500

Accrued tax

 

800

Total

$

291,614



11




CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARYSUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



7.

NOTES PAYABLE – RELATED PARTIES


Notes payable consisted of the following at                                             

March 31,

2008

Notes payable to shareholder, interest rate of 8%, unsecured

and payable on October 1, 2006 (past due)

35,000 

Notes payable to director/shareholder, non-interest bearing

unsecured and payable on demand

8,500 

Notes payable to shareholder, interest rate of 10%, unsecured,

and payable on July 31, 2004 (past due)

5,000 

Notes payable to shareholder, interest rate of 10%, unsecured

and payable on October 1, 2004 (past due)

28,000 

Notes payable to shareholder, interest rate of 8%, unsecured

and payable on October 1, 2004 (past due)

14,000 

Notes payable to director/shareholder, interest rate of 8%,

unsecured and payable on September 1, 2004 (past due)

3,500 

Notes payable to shareholder, interest rate of 8%, unsecured

and payable on October 1, 2005 (past due)

20,000 

Notes payable to director/shareholder, interest rate of 8%,

unsecured and payable on February 1, 2006 (past due)

5,000 

Notes payable to director/shareholder, interest rate of 8%,

unsecured and payable on June 1, 2006 (past due)

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 

Notes payable to shareholder, interest rate of 8%, unsecured

and payable on November 1, 2007 (past due)

15,000 

Notes payable to a director and third party, interest rate of 4%,

Secured with Intellectual Property, draw downs permitted thru

December 31, 2008 and payable on February 15, 2009

12,700 

Total Notes Payable

$   155,200 

 

 

September 30,

Notes payable consisted of the following at

 

2008

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2006 (past due)

 

35,000

Notes payable to director/shareholder, non-interest bearing unsecured and payable on demand

 

8,500

Notes payable to shareholder, interest rate of 10%, unsecured,and payable on
July 31, 2004 (past due)

 

5,000

Notes payable to shareholder, interest rate of 10%, unsecured and payable on
October 1, 2004 (past due)

 

28,000

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2004 (past due)

 

14,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
September 1, 2004 (past due)

 

3,500

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
October 1, 2005 (past due)

 

20,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
February 1, 2006 (past due)

 

5,000

Notes payable to director/shareholder, interest rate of 8%,unsecured and payable on
June 1, 2006 (past due)

 

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

Notes payable to shareholder, interest rate of 8%, unsecured and payable on
November 1, 2007 (past due)

 

15,000

Notes payable to a director and third party, interest rate of 4%,Secured with Intellectual Property, draw downs permitted thru December 31, 2008 and payable on February 15, 2009

 

18,192

Total Notes Payable

$

160,692


The Company has recorded interest expenses, amounting to $8,651$2,869 and $8,593$2,869 for the 9 month periodsthree-month period ended March 31,September 30, 2008 and 2007, respectively.


8.

COMMON STOCK

In September, the company sold 1,000,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001. Although the company received full payment of the subscription, the share certificates were not issued as of September 30, 2008. These shares were recorded as shares to be issued totaling $50,000 on the consolidated balance sheet.

On September 5, 2008 Concierge agreed to sell 300,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001, to David Neibert, an officer and director of the Company, for $15,000 in cash. These shares are afforded a vote equal to 20 votes for each share of Series B Convertible, Voting, Preferred shares held for all matters that come before the shareholders for a vote. The shares can be converted to common stock at a ratio of 20 shares of common stock for each share of Series B Convertible, Voting, Preferred stock after a waiting period of one year has elapsed. As of September 30, 2008, this transaction was not consummated.

On September 22, 2008 Concierge agreed to sell a total of 700,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001, to three adult children of Samuel Wu, an officer and director of the Company, for a total of $35,000 in cash. These shares are afforded a vote equal to 20 votes for each share of Series B Convertible, Voting, Preferred shares held for all matters that come before the shareholders for a vote. The shares can be converted to common stock at a ratio of 20 shares of common stock for each share of Series B Convertible, Voting,



12




CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARYSUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



8.

COMMON STOCK

On January 23,Preferred stock after a waiting period of one year has elapsed. Mr. Wu has disclaimed beneficial ownership of these shares. As of September 30, 2008, Concierge sold 909,090 shares of its common stock to an individual accredited investor for $10,000 in cash.


this transaction was not consummated.

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 ashas 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,September 30, 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,September 30, 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 Millionmillion 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:

Allocated amount

Cash

$

2,912 

Equipment, net

245 

Goodwill

496,843 

$

  500,000 

Consideration paid

10,000,000 shares of common stock

$

  500,000 



 

Allocated amount

Cash

$

2,912

Equipment, net

 

245

Goodwill

 

496,843

 

$

500,000



 

Consideration paid

10,000,000 shares of common stock

$

500,000




13




CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARYSUBSIDIARIES

(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 beginningbeginn ing July 1, 20 02.2002.

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:

Estimated Fair Values

 

 

Current Assets

$

42,984

Assumed Liabilities

 

924

Net Assets Acquired

 

42,060

Consideration Paid

 

250,000

Goodwill

$

207,940



14


Estimated Fair Values

Current Assets

$

   36,986 

Assumed Liabilities

          924 

Net Assets Acquired

     36,061 

Consideration Paid

   250,000 

Goodwill

$

213,940 



CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

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

(AThe Company evaluates intangible assets and other long-lived assets for impairment, at a minimum, on an annual basis and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Recoverability of intangible assets, other long-lived assets and goodwill is measured by comparing their net book value to the related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test is performed to measure the amount of impairment loss. The Company assessed the carrying value of goodwill in accordance with the requirements of SFAS No. 142 "Goodwill and Other Intangible Assets".  Based on its assessment , the Company determined that goodwill resulting from the acquisition of Wireless Village amounted to $207,940 was fully impaired as of June 30, 2008.

13.

COMMITMENT

On January 18, 2008 the Company, through Planet Halo, entered the business of affiliate radio networking by leasing a number of digital satellite receivers from X-Digital for a term of 3three years under a standard lease agreement. Planet Halo will alsoThe on-air format was to be required to engage Clear Channel Satellite Systems on a lease basis forbroadcast under 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 calledbrand “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. On July 16, 2008 the note holders transferred the lease with X-Digital into their own name and took over all liability for future payments. In the event Planet Halo is unable to fund the repayment of the loan and accrued interest as it isexists at riskJanuary 2009, it will forfeit any possibility of losingretrieving the intellectual property tofrom the note holders. As of March 31,September 30, 2008 Planet Halo owed $12,700$18,192 in principal and $76$276 interest to the note holders (see section on “Notes Payable”). The agreement calls for the lenders to make monthly advances in principal as necessary to pay the lease obligations of no less than $2,750Planet Halo to X-Digital and interest to accrue at the annual rate of 4% on the outstanding principal. The note is due in full on or before FebruaryFe bruary 15, 2009.




15






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 towill assist Wireless Village with growingexpanding its businessoperations in the Cleveland, Ohio area to include resale of wireline circuits, network installations and achieving positive cash flow by the end of the calendar year.increased wireless coverage areas intended to provide enhanced subscription revenue potential.

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 enabledWiFi-enabled privately labeled handsets.

·

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

·

Planet Halo has transitioned its existing wireless subscription business to Wireless Village. This transition will allowVillage for maintenance and operation in order that Planet Halo can look to focus onexpand to other markets, seek investment capital, and increase its new cor e 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 businessrole as a marketing 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.provision.

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 andNeither Concierge will sharenor Planet Halo has any lease responsibilities in subsequent months.and pays no rent to Wireless Village.

As of March 31,September 30, 2008, we haveConcierge had no paid employees and no fixed overhead isoverhead. Our operating costs were kept at a minimum with limited essentially tocommitments for telephone, the variable cost of web hosting, legal and professional fees, fees charged by our transfer agent leased telecom costs, and rent.minimum tax payments. Fixed overhead of our operating subsidiaries was also kept a minimum level with rent, web hosting, telephone, Internet access, insurance and utilities being the only significant costs. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. We have accumulateddeployed approximately $10,000$38,500 worth of radio and computer infrastructure equipment to remote locations as required to operate the wireless networks in hardware and software associatedaddition to what was already in place with the affiliate network as well as incurred approximately $12,700acquisition of Wireless Village. Our CEO, the president of Planet Halo, the officers of Wireless Village, and our directors are continuing to provide services without cash compensation. There are no guarantees that our officers and directors will continue in debt related to funds borrowed to lease satellite receiver hardware.these capacities without compensation for an indefinite period of time.

Liquidity

Our primary source of operating capital over the past 12 months has been funding sourced through insiders or shareholders under the saleterms of common stock. During that period, $110,000 was raised through the issuance of 3,003,003unsecured promissory notes. In several instances we have sold shares of our common stock, to parties known to our officers or directorspreferred stock, in order to fundexchange for cash. With 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 hadwe also acquired approximately $32,800 cash$30,000 in the bank.cash. The amount of borrowed funds, funds fromcash through 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 Se curitiesSecurities and Exchange Commission, operate our wireless networks, and pay our required state income taxes.Commission. However, sufficient funds have been unavailable to significantly pay down past-dueother commercial and vendor accounts payable. We have also been unable to pay significant salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.



16






Revenues fromAlthough 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. With the acquisition of Wireless Village businessthere are expectedadded demands for operating capital if we are to be insufficientcontinue to payconstruct the operating costswireless networks. The Company has been aggressively pursuing financing for the funding of Concierge during the next six months; however, management expects that overallwireless project. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the network willfinancing is not available, Planet Halo may not be able to supportproceed with its expenses through revenues withinplanned development of broadcast radio, and Wireless Village may not be able to afford further expansion of 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.wireless networks. In the event revenues are insufficient to supportfinancing is not completed, our funds will be exhausted at some point and continuing operations may be impossible without increased operating profits from 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.existing wireless network infrastructure.

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 ar eare 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.



17







PART II - OTHER INFORMATION

Item 2.

Unregistered Sales of Equity Securities

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




Date

 

Persons or Class of Persons to Whom the Securities

Were Sold

 



No. of Shares

 


Cash

Consideration

 


Value and Nature of Other

Than Cash Consideration

 

 

 

 

 

 

 

 

 

01-23-08

 

Michael Phelps

 

909,090

 

$10,000

 

 


Date

 

Persons or Class of Persons to Whom the SecuritiesWere Sold

 

No. of Shares

 

Cash Consideration

 

Value and Nature of Other Than Cash Consideration

09/05/08

 

David Neibert

 

300,000

 

$15,000

 

 

09/22/08

 

Andrew C.T. Wu

 

233,333

 

11,666

 

 

09/22/08

 

Caroline C.J. Kurebayashi

 

233,333

 

11,666

 

 

09/22/08

 

Edward C.D. Wu

 

233,234

 

11,667

 

 

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,10-K, Forms 10-QSB10-Q and 8-K and were known to oureither management prior toor family members of a director at the time of 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 5.

Other Information

On November 7, 2008, Marc Angell resigned his positions as director of Concierge Technologies, Inc. and its subsidiary Wireless Village, and as president of its subsidiary Planet Halo.  All three positions remain vacant at this time.



18



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:   

Exhibit

Item

2

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

2

 

2

Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++

3.1

 

3.1

Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*

3.2

 

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

 

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

 

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

 

3.7

Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+

3.8

 

3.8

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

10.1

 

10.1

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

14

 

14

Code of Ethics for CEO and Senior Financial Officers.***

31.1

 

31

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleySarbanes Oxley Act of 2002.2002

31.2

 

31.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-OxleySarbanes Oxley Act of 2002.



18







2002

3232.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleySarbanes Oxley Act of 2002.2002

32.2

 

32.1

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleySarbanes 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.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.






19








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:  November 18, 2008

         Dated:  May 20, 2008

CONCIERGE TECHNOLOGIES, INC.

 

 

  

 

 

 

 

By:  

/s/David DAVID W. NeibertNEIBERT

 

 

David W. Neibert,

Chief Executive Officer

 

 

Chief Executive Office




20