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

FORM 10-Q

x[X]  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, 2015
OR
o[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________


Commission File No. 000-29913

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

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

29115 Valley Center Rd. K-206
Valley Center, CA 92082
866-800-2978

(Address and telephone number of registrant's principal
executive offices and principal place of business)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes  x[X]                      No  o[  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filero [  ]                                                      Accelerated filero [  ]
Non-accelerated filero   [  ]                                                      Smaller reporting company x[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yeso [  ]  No x[X]

As of May 6,November 16, 2015, there were 746,505,368679,536,298 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 206,186 shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 37,543,54441,949,967 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.
 


 
 
 
 

TABLE OF CONTENTS

TABLE OF CONTENTS
 Page
PART I - FINANCIAL INFORMATION3
  
Item 1.Financial Statements (Unaudited)3
  
Item 2.Management’s Discussion and Analysis of Financial Condition  16
and Results of Operations20
  
Item 3.Quantitative and Qualitative Disclosures About Market Risk.   18
  
Item 4.Controls and Procedures.Procedures  1822
  
PART II – Other Information23
  
Item 1.Legal Proceedings23
 
Item 1A.Risk Factors 
  
Item 1.Legal Proceedings  19
Item 1A.Risk Factors  19
Item 2.Unregistered2.Unregistered Sales of Equity Securities and Use of ProceedsProceeds.   19
  
Item 3.Defaults3.Defaults Upon Senior Securities   20
  
Item 4 Mine Safety Disclosures 
  
Item 5.Other Information  2024
  
Item 6.Exhibits2124
  
SIGNATURES  2226



PART I – FINANCIAL INFORMATION

Item 1.                    FinancialFnancial Statements
 Page

Consolidated Balance Sheets (Unaudited)4

Consolidated Statements of Operations for the Three and Nine-MonthMonth Periods Ended March 31,September 30, 2015 and 2014 (Unaudited)
5

Consolidated Statements of Cash Flows for the Nine-Month Three Month Periods Ended March 31,September 30, 2015 and 2014 (Unaudited)
6

Notes to Unaudited Financial Statements7
 
 
1

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(UNAUDITED) 
  
  
       
  March 31, 2015  June 30, 2014 
 ASSETS      
CURRENT ASSETS:      
Cash & cash equivalents $2,353,378  $15,731 
Other current assets  32,100   - 
Assets of subsidiary held for sale  772,844   652,173 
Total current assets  3,158,323   667,904 
         
Non-current assets of subsidiary held for sale  19,102   23,678 
Total assets $3,177,425  $691,581 
         
     LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $234,392  $276,208 
Notes payable - related parties  8,500   38,000 
Notes payable  8,500   - 
Convertible Debenture, net  -   118,000 
Related party convertible debenture, net  -   204,700 
Liabilities of subsidiary held for sale  506,580   744,122 
Total liabilities  757,972   1,381,030 
         
STOCKHOLDERS' DEFICIT        
Preferred stock, 50,000,000 authorized par $0.001        
Series A: 206,186 shares issued and outstanding at March 31, 2015 and June 30, 2014  206   206 
Series B: 37,543,544 shares issued and outstanding at March 31, 2015 and 9,498,409 June 30, 2014  37,544   9,498 
Common stock, $0.001 par value; 900,000,000 shares authorized; 746,505,368 shares issued and outstanding at March 31, 2015 and 240,337,841 shares issued and outstanding at at June 30, 2014  746,505   240,339 
Additional paid-in capital  8,115,695   3,954,217 
Accumulated deficit  (6,480,496)  (4,893,709)
Total  2,419,453   (689,449)
Total liabilities and Stockholders' deficit
 $3,177,425  $691,581 
         
The accompanying notes are an integral part of these unaudited consolidated financial statements.     
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

  
September 30,
2015
  
June 30,
2015
 
CURRENT ASSETS:      
Cash & cash equivalents $491,286  $1,970,062 
Accounts receivable, net  161,979   95,417 
Inventory, net  307,654   85,849 
Deposit  83,838   - 
Other current assets  11,209   - 
Total current assets  1,055,966   2,151,328 
         
Security deposits  12,732   - 
Property and equipment, net  1,107,513   - 
Goodwill  268,431   - 
Deposit  -   182,931 
Total assets $2,444,643  $2,334,259 
         
     LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        
         
CURRENT LIABILITIES:        
Accounts payable and accrued expenses $547,359  $269,501 
Notes payable - related parties  8,500   8,500 
Notes payable  8,500   8,500 
Other current liabilities  11,684   - 
Total  liabilities  576,042   286,501 
         
COMMITMENT & CONTINGENCY  -   - 
         
STOCKHOLDERS' EQUITY  -   - 
Preferred stock, 50,000,000 authorized par $0.001        
Series B: 37,543,544 issued and outstanding at September 30, 2015 and June 30, 2015  37,543   37,543 
Common stock, $0.001 par value; 900,000,000 shares authorized; 679,536,298 shares issued and outstanding at September 30, 2015 and at June 30, 2015  679,537   679,537 
Additional paid-in capital  7,680,248   7,680,248 
Accumulated other comprehensive expense  (86,204)  - 
Accumulated deficit  (6,442,524)  (6,349,570)
Total Stockholders' equity  1,868,601   2,047,758 
Total liabilities and Stockholders' equity $2,444,643  $2,334,259 
         
 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
4F-1

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIESCONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS & COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)(UNAUDITED) (UNAUDITED)
 
 
                  
 For the Three-Month Periods Ended  For the Nine-Month Periods Ended  For the Three-Month Periods Ending 
 March 31,  March 31,  September 30,
 2015  2014  2015  2014  2015  2014 
Net revenue  $-   $-   $-   $-  $721,725  $- 
                    
Cost of revenue  557,950   - 
        
Gross profit  163,774   - 
        
Operating expense                    
                    
General & administrative expense  7,837   36,132   70,713   81,441   238,187   13,766 
                        
Operating loss  (7,837)  (36,132)  (70,713)  (81,441)
Operating Loss  (74,412)  (13,766)
                        
Other income (expense)                        
Other income  5,086   -   5,086   - 
Interest expense  (2,168)  (3,627)  (77,417)  (9,717)
Interest income  1,406   (46,081)
Change in fair value of derivative  48,877   -   -   -   -   (34,765)
Total other income (expense)  51,795   (3,627)  (72,331)  (9,717)  1,406   (80,846)
                        
Income (Loss) from continuing operations before income taxes  43,959   (39,760)  (143,044)  (91,159)
Loss from continuing operations before income taxes  (73,006)  (94,611)
                        
Provision of income taxes  -   -   -   - 
Loss from Discontinued Operations        
Loss from discontinued operations  -   (67,021)
Loss from Discontinued Operations  -   (67,021)
                        
Income (Loss) from continuing operations  43,959   (39,760)  (143,044)  (91,159)
Net Loss $(73,006) $(161,632)
                        
Income (Loss) from subsidiary held for sale  30,087   (26,757)  26,310   (102,762)
Other comprehensiveloss        
Foreign currency translation gain/loss  (86,204)  - 
Comprehensive loss $(86,204) $- 
                        
Net Income (Loss)  74,046   (66,517)  (116,734)  (193,921)
                
Weighted average shares of common stock                
Weighted average shares of common stock *      - 
Basic  631,822,784   240,308,347   393,811,216   240,292,119   679,536,298   241,472,796 
Diluted  884,595,812   240,308,347   393,811,216   240,292,119   679,536,298   241,472,796 
                        
Net Income (loss) per common share - continuing operations             
Basic $0.000  $(0.000) $(0.000) $(0.000)
Diluted $0.000  $(0.000) $(0.000) $(0.000)
Net loss per common share-continued operations        
Basic and Diluted  $(0.00)  $(0.00)
                        
Net Income (loss) per common share - discontinued operations             
Basic $0.000  $(0.000) $0.000  $(0.000)
Diluted $0.000  $(0.000) $0.000  $(0.000)
Net loss per common share-discontinued operations        
Basic and Diluted  $-   $(0.00)
                        
The accompanying notes are an integral part of these unaudited consolidated financial statements. 
Net loss per common share        
Basic and Diluted $(0.00) $(0.00)
        
The accompanying notes are an integral part of these unaudited consolidated financial statements.
F-2

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
       
  For the Three-Month Periods Ended September 30, 
  2015  2014 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(73,006) $(161,632)
Adjustments to reconcile net loss to net cash used in operating activities     
Depreciation  37,329   - 
Derivative Expense  -   49,782 
Change in fair value of derivative liability  -   (15,017)
Amortization of debt issuance cost  -   40,748 
(Increase) decrease in current assets:        
Accounts receivable  180,067   - 
Inventory  36,706   - 
Other  assets  (60,747)  (1,245)
Increase (decrease) in current liabilities:        
Accounts payable & accrued expenses  1,072   (670,882)
Advances from customers  -   (8,090)
Cash used in operating activities - continuing operations
  121,420   (766,336)
Cash provided by operating activities - discontinued operations  -   767,356 
   Net cash provided by (used in) operating activities  121,420   1,020 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisition of fixed assets from a subsidiary  (38,361)  - 
Cash paid for acquisition of subsidiary net of subsidiary cash acquired  (1,519,802)  - 
Due from related party  -   (252)
Cash used in investing activities  - continuing operations  (1,558,163)  (252)
Cash used in investing activities - discontinued operations  -   - 
   Net cash used in investing activities  (1,558,163)  (252)
         
Effect of exchange rate change on cash and cash equivalents  (42,034)  - 
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS  (1,478,776)  768 
         
CASH & CASH EQUIVALENTS, BEGINNING BALANCE  1,970,062   20,454 
         
CASH & CASH EQUIVALENTS, ENDING BALANCE $491,286  $21,222 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Income taxes paid $-  $26,550 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     
Issuance of common stock in partial settlement of convertible debenture $-  $28,000 
The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
5F-3

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
FOR THE NINE-MONTH PERIODS ENDED MARCH 31, 2015 AND 2014 
(UNAUDITED) 
  
  
       
  For the Nine-Month Periods Ended March 31, 
  2015  2014 
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $(116,734)  (193,921)
Adjustments to reconcile net income (loss) to net cash used in operating activities     
Amortization of debt issuance cost  67,571   - 
Share based compensation  -   750 
(Increase) decrease in current assets:        
Other current assets  (32,100)  2,965 
Increase (decrease) in current liabilities:        
Accounts payable & accrued expenses  (19,452)  264,212 
Cash provided by/(used in) operating activities - continuing operations  (100,716)  74,006 
Cash used in operating activities - subsidary held for sale  (160,229)  (252,588)
   Net cash used in operating activities  (260,945)  (178,582)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of equipment  -   (751)
Cash used in investing activities  - continuing operations  -   (751)
Cash used in investing activities - subsidiary held for sale  (133,408)  (4,406)
   Net cash used in investing activities  (133,408)  (5,157)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from related party debts  -   10,000 
Repayments of related party debts  (21,000)  - 
Proceeds from notes payable & debentures  35,000   85,500 
Repayments of notes payable & debentures  (222,000)  - 
Proceeds from sale of common shares  1,160,000   - 
Proceeds from sale of preferred shares  1,840,000   - 
Cash provided by financing activities - continuing operations  2,792,000   95,500 
Cash provided by/(used in) financing activities - subsidiary held for sale  (60,000)  90,000 
   Net cash used in financing activities  2,732,000   185,500 
         
NET INCREASE IN CASH & CASH EQUIVALENTS  2,337,647   1,761 
         
CASH & CASH EQUIVALENTS, BEGINNING BALANCE  15,731   39,444 
         
CASH & CASH EQUIVALENTS, ENDING BALANCE $2,353,378   41,205 
         
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:        
Cash paid during the period for:        
Interest paid - continuing operations $7,989   - 
Interest paid - subsidiary held for sale $4,103   1,615 
Income taxes paid - subsidiary held for sale $35,538   800 
         
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:     
Gain on debt settlement with related parties $69,861   - 
Issuance of common stock in settlement of convertible debentures $88,200   - 
         
The accompanying notes are an integral part of these unaudited consolidated financial statements.     
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6

(UNAUDITED)
 
NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS
NOTE 1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

Concierge Technologies, Inc., (the “Company”), a Nevada corporation, was originally incorporated in California on August 18, 1993 as Fanfest, Inc. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc. The Company’s principal operations include the purchase and sale of digital equipmentmobile video recording devices through its wholly owned subsidiary Wireless Village doing business as Janus CamKahnalytics, Inc. and the production, packaging and distribution of gourmet meat pies and related bakery confections through its wholly owned New Zealand subsidiary Gourmet Foods, Ltd.
 
NOTE 2.  ACCOUNTING POLICIES
NOTE 2.  ACCOUNTING POLICIES

Accounting Principles

In the opinion of management, the accompanying balance sheets and related interim statements of income and comprehensive income, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Company’s 20142015 Form 10-K filed on October 10, 20149, 2015 with the U.S. Securities and Exchange Commission.
Concentrations of Risk

The Company maintains cash balances at a financial institution headquartered in San Diego, California. Accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 per depositor. The Company’s uninsured cash balance was $2,103,378 at March 31, 2015.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), and its wholly owned subsidiary, Wireless Village dba/Janus Cam.subsidiaries, Kahnalytics, Inc. and Gourmet Foods, Ltd. All significant inter-company transactions and accounts have been eliminated in consolidation.

Other Comprehensive Income (Loss) and Foreign Currency
We record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. The accounts of Gourmet Foods, Ltd. use the New Zealand dollar as the functional currency. Assets and liabilities are translated at the exchange rate on the balance sheet date, and operating results are translated at the average exchange rate throughout the period. Accumulated translation losses classified as an item of accumulated other comprehensive loss in the stockholders’ equity section of the consolidated balance sheet was $86,204 as of September 30, 2015. During the three months ended September 30, 2015, comprehensive loss in the consolidated statements of operations included translation losses of $86,204.

Use of Estimates

The preparation of consolidated financial statements is in conformity with accounting principles generally accepted in the United States of America which 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.

Recent Accounting Pronouncements
 
In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant and Equipment (Topic 360)."  ASU 2014-08 amends the requirements for reporting discontinued operations and requires additional disclosures about discontinued operations.  Under the new guidance, only disposals representing a strategic shift in operations or that have a major effect on the Company's operations and financial results should be presented as discontinued operations. This new accounting guidance is effective for annual periods beginning after December 15, 2014.  The Company is currently evaluating the impact of adopting ASU 2014-08 on the Company's results of operations or financial condition.
F-4


In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU(ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP.  The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures).  Early adoption is not permitted.  . The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
 
7

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force) (ASU 2014-12).  The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities.  The Company is currently evaluating the impact of adopting ASU 2014-12 on the Company's results of operations or financial condition.
 
In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15).  The guidance in ASU 2014-15 sets forth management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted.  The adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In January 2015, the FASB issued Accounting Standards Update No. 2015-01, Income Statement – Extraordinary and Unusual items (Subtopic 225-20), Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items (ASU 2015-01).  The amendment eliminates
F-5

from U.S. GAAP the concept of extraordinary items.  This guidance is effective for the Company in the first quarter of fiscal 2017. Early adoption is permitted and allows the Company to apply the amendment prospectively or retrospectively. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
statements.

In February 2015, FASB issued ASU No. 2015-02, (Topic 810):  Amendments to the Consolidation Analysis.  ASU No. 2015-02 provides amendments to respond to stakeholders’ concerns about the current accounting for consolidation of certain legal entities.  Stakeholders expressed concerns that GAAP might require a reporting entity to consolidate another legal entity in situations in which the reporting entity’s contractual rights do not give it the ability to act primarily on its own behalf, the reporting entity does not hold a majority of the legal entity’s voting rights, or the reporting entity is not exposed to a majority of the legal entity’s economic benefits or obligations.  ASU No. 2015-02 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In April 2015, FASB issued ASU No. 2015-03, (Subtopic 835-30):  Simplifying the Presentation of Debt Issuance Costs.  ASU No. 2015-03 provides guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. ASU No. 2015-03 affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items.  ASU No. 2015-03 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015.  The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.
 
In April 2015, FASB issued ASU No. 2015-05, (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangements. ASU No. 2015-05 provides guidance on a customer’s accounting for fees paid in a cloud computing arrangement, which includes software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements. ASU No. 2015-05 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this guidance is not expected to have a material impact on the Company’s results of operations, financial position or disclosures.

In September 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-16, “Business Combinations (Topic 805) Simplifying the Accounting for Measurement-Period Adjustments.” ASU No. 2015-06 simplifies the accounting for measurement-period adjustments attributable to an acquisition. Under prior guidance, adjustments to provisional amounts during the measurement period that arise due to new information regarding acquisition date circumstances must be made retrospectively with a corresponding adjustment to goodwill. The amended guidance requires an acquirer to record adjustments to provisional amounts made during the measurement period in the period that the adjustment is determined. The adjustments should reflect the impact on earnings of changes in depreciation, amortization, or other income effects, if any, as if the accounting had been completed as of the acquisition date. Additionally, amounts recorded in the current period that would have been reflected in prior reporting periods if the adjustments had been recognized as of the acquisition date must be disclosed either on the face of the income statement or in the notes to financial statements. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2015 and early application is permitted. The impact of the guidance on our
 
 
8F-6

 

NOTE 3.  GOING CONCERN
financial condition, results of operations and financial statement disclosures will depend on the level of acquisition activity performed by the Company.
No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.
NOTE 3.  GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has an accumulated deficit of $6,480,496$6,442,524 as of March 31,September 30, 2015, including a net loss of $116,734$73,006 during the nine-monththree-month period ended March 31, 2015 and a deemed dividend as a result of the beneficial conversion feature expense of $1,470,053 recorded as a result of an equity investment transaction.September 30, 2015. The historical losses have adversely affected the liquidity of the Company. Although losses are expected to be curtailed during the current fiscal year due to the planned divestituresale of the wholly ownedits subsidiary Wireless Village dba Janus Cam (“Wireless Village”), a Nevada corporation, which was experiencing historical operating losses, the acquisition of Gourmet Foods in New Zealand, and the establishment of a new wholly-owned subsidiary named Kahnalytics, the Company faces continuing significant business risks, which include, but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due, continue product research and successdevelopment efforts at Kahnalytics, and realization of profitable operation of newly acquired Gourmet Foods in sourcing additional revenue streams through strategic mergers, acquisitions or other business combinations.New Zealand while hedging against the effects of fluctuating currency exchange rates.

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 increase profitability from operations obtain financing, and 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 or classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern.  Management devoted considerable effort from inception through the period ended March 31,September 30, 2015, towards (i) sourcing additional working capital including the $3,000,000 equity investment  completed during the current quarter,establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) initiationdivestiture of the business strategy to divest ownership of its subsidiary experiencing continuing operating losses, andnon-profitable operations, (vi) acquisition ofalliance with suitable synergistic partners for business opportunities that generate immediate revenues.in mobile incident reporting and, (vi) acquisition of established enterprises such as Gourmet Foods with a high likelihood of profitability.

Management believes that the above actions will allow the Company to continue operations for the next 12 months.

NOTE 4.  PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of September 30, 2015 and June 30, 2015:
F-7


  September 30, 2015  
June 30,
2015
 
Furniture & Office Equipment $12,910  $12,910 
Fixed Assets, New Zealand  1,144,842     
Total Fixed Assets  1,157,752   12,910 
Accumulated Depreciation  (50,239)  (12,910)
Total Fixed Assets, Net $1,107,513  $- 

Depreciation expense amounted to $37,329 and $2,137for the three-month periods ended September 30, 2015 and 2014, respectively.

NOTE 4.  RELATED PARTY TRANSACTIONS
NOTE 5.  RELATED PARTY TRANSACTIONS

Notes Payable - Related Parties

Current related party notes payable for Concierge Technologies consist of the following:

  September 30, 2015  
June 30,
2015
 
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 8%, unsecured and payable on December 31, 2012 (past due)  3,500   3,500 
         
  $8,500   8,500 
 
  
March 31, 2015
  June 30, 2014 
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand
     8,500 
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004  5,000   5,000 
Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)  3,500   3,500 
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 .  -   5,000 
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 .  -   5,000 
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 .  -   1,000 
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on January 8, 2015  -   10,000 
         
         
  $8,500  $38,000 
9

On January 1, 2013 we consolidated all outstanding notes payable due a related party into one loan agreement containing certain conversion features whereby the note holder could convert the principal amount of the loan, $204,700 comprised of the sum total of the principal amounts of the individual notes, $122,000, plus $82,700 in accrued interest applicable to those notes, together with accrued interest on the principal at the rate of 4.944% per annum, into shares of our common stock at the conversion rate of $0.02 per share. The note is unsecured and becomes due and payable on January 1, 2015. The accrued interest on this $204,700 convertible debenture as of December 31, 2014 was $20,241. There was no beneficial conversion feature involved in the new note. On December 19, 2014 we entered into an amendment to the debenture that allowed for the maturity date to be extended to June 1, 2015 and provided the Company rights to settle the debenture in full, upon completion of an equity investment in excess of $1,500,000, by payment of $122,000 in cash and issuance of 8,270,000 shares of common stock valued at $0.01 per share to the debenture holder.  On January 26, 2015 we exercised those rights and paid the debenture in full. The transaction resulted in a gain on the issuance of shares of $69,861 as the fair market value of a share of our common stock at December 19, 2014 was $0.004. The gain resulted for a related party, thus it was recorded in additional paid in capital account.

As a result of the death of a related party noteholder, the note payable of $8,500 was reclassified as a note payable-unrelated party and has been removed from the related party notes payable disclosure listing.

Interest expense for all related party notes payable, including the related party convertible debenture, for the nine-month period ended March 31, 2015 amounted to $6,433 and was $7,324 for the nine-month period ended March 31, 2014 for Concierge Technologies
NOTE 5.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES
NOTE 6.  ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

 March 31, 2015  June 30, 2014  
September 30,
2015
  
June 30,
2015
 
Accounts payable $87,345  $84,708  $236,289  $108,860 
Sales Tax payable  658   360 
Accrued judgment  135,000   135,000   135,000   135,000 
Accrued interest  8,547   31,999   980   781 
Accrued auditing fees  3,500   24,500 
Total Accrued Expenses $234,392  $276,208 
Auditing  3,500   24,500 
Accrued expenses  170,932   - 
Total $547,359  $269,501 
 
NOTE 6.  NOTES PAYABLE
NOTE 7.  NOTE PAYABLE

Shares Issued in Connection with Financing Cost
On November 8, 2013 Janus CamWireless Village entered into a short term Note Agreement with an unaffiliated individual in the amount of $50,000, the proceeds of which were used to pay down inventory purchase costs. Interest on the Note accruesaccrued at the rate of 10% per annum and iswas payable in monthly installmentsinstalments with a maturity date of February 19, 2014.2014 payable by Wireless
F-8

Village. On February 19, 2014 the unaffiliated individual agreed to extend the maturity date to June 1, 2014 and the Company agreed to pay a loan commitment fee of 1.5%, or $750. By agreement, that fee was paid by the issuance of 53,571 shares of common stock with a market value on the date of issuance of $0.014 per share. The note was subsequently extended to mature on January 5, 2015, and then again to mature on February 27, 2015 provided Concierge Technologies guaranteed the repayment on behalf of Janus Cam.Wireless Village. A fee in the amount of 1%, or $500, was paid in cash to the noteholder by Janus CamWireless Village in exchange for the agreement to extend the maturity date. On February 13, 2015 the note was repaid in full. by Concierge Technologies. The amount of the note principal, $50,000, has been eliminated in the consolidated balance sheet as of June 30, 2014 andpayment made by Concierge Technologies is included in the total of intercompany loan liabilities of subsidiary heldWireless Village and taken into consideration for sale.the calculation of gain on the sale of Wireless Village as a forgiveness of debt.

On December 24, 2014 the Company entered into an unsecured promissory note agreement with an unaffiliated individual for the principal amount of $35,000 plus interest to accrue at the rate of 6% per annum on the unpaid principal. The note and accrued interest iswas due and payable on or before June 30, 2015. The proceeds of the loan were reserved in anticipation of the need to pay a convertible debenture maturing in January 2015. On January 26, 2015 the noteholder became an investor and shareholder of the Company and the amount of $35,000 due under the note agreement was repaid as a credit to the amount of funds due per the stock subscription agreement. No interest was accrued or paid on the note.

On February 13, 2015 the Company repaid the outstanding notes due to two related parties totaling $21,000 in principal and $4,000 in accrued interest.

An unsecured loan in the amount of $8,500 due a former director and shareholder who is now deceased has been reclassified as a note due unrelated party.party. The note is interest free.free, not deemed assignable to successors by the Company, and held as a contingent liability until resolved.

 
10


NOTE 7.  CONVERTIBLE DEBENTURES
NOTE 8.  CONVERTIBLE DEBENTURES

On February 18, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $53,000. The notedebenture is convertible, at the option of the debenture holder, to restricted common shares after August 18, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day volume weighted average market price (“VWAP”) of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on November 18, 2014 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible debenture and fair value as of each subsequent balance sheet date. During the quarter ended September 30, 2014, at the election of the debenture holder, the Company converted $28,000 of the principal to equity through issuance of 4,346,247 shares of common stock. During the quarter ended December 31, 2014, at the election of the debenture holder, the Company converted $25,000 of the principal plus $2,120 of accrued interest to equity through issuance of 5,424,000 shares of common stock. The debenture has been paid in full as of March 31,June 30, 2015.

On March 28, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $32,500. The note is convertible, at the option of the debenture holder, to restricted common shares after September 23, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day VWAP of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the
F-9

principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on January 2, 2015 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. These embedded derivatives included certain conversion features. The accounting treatmentAs of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible debenture and fair value as of each subsequent balance sheet date, however as of March 31,June 30, 2015 the debenture was repaid in full with cash of $32,500 plus accrued interest of $1,995 and no fair value of the derivative was recorded.$1,995.

On April 25, 2014 the Company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $32,500. The note is convertible, at the option of the debenture holder, to unregistered common shares after October 22, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day VWAP of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on January 25, 2015 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. These embedded derivatives included certain conversion features. The accounting treatmentAs of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible debenture and fair value as of each subsequent balance sheet date, however as of March 31,June 30, 2015 the debenture was repaid in full with cash of $32,500 plus accrued interest of $1,995 and no fair value of the derivative was recorded.
NOTE 8.                 DERIVATIVE FINANCIAL INSTRUMENTS$1,995.

The Company's derivative financial instruments consisted ofCompany identified embedded derivatives related to all the Convertible Debentures issued in 2014 as stated in Note 8.  three convertible debenture mentioned above. The embedded derivatives included certain conversion features.  The accounting treatment of derivative financial instruments required that the Company record the derivatives at their fair values as of the inception date and at fair value as of each subsequent balance sheet date.  Any change in fair value was recorded as non-operating, non-cash income or expense at each reporting date.  If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge.  If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.  The derivatives were classified as short-term liabilities.Theliabilities. The debentures were repaid in full with cash as of March 31,June 30, 2015 and the derivative liability was eliminated on the consolidated balance sheet at March 31, 2015.June 30, 2015.
 
11


NOTE 9.  FAIR VALUE MEASUREMENT

The Company adopted the provisions of ASC 825-10 on January 1, 2008.  ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of non-performance.  ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  ASC 825-10 establishes three levels of inputs that may be used to measure fair value:
 
Level 1 - Quoted prices in active markets for identical assets or liabilities;
 
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and
 
F-10

Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.
 
To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.  In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.
 
Upon adoption of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the consolidated financial statements.
 
The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings, and other current assets and liabilities approximate fair value, because of their short-term maturity.
 
Items recorded or measured at fair value on a recurring basis in the accompanying consolidated financial statements consisted of the following items as of March 31,June 30, 2015:


 
Quoted Prices       Quoted Prices        
in Active Significant     in Active Significant      
Markets for Other Significant   Markets for Other  Significant   
Identical Observable Unobservable   Identical Observable  Unobservable   
Instruments Inputs Inputs   Instruments Inputs  Inputs   
Level 1 Level 2 Level 3 Total Level 1 Level 2  Level 3 Total 
Derivative Liability $  $  $-  $-  $  $  $-  $- 
Roll-forward              
Roll-forward
of Balance
             
of Balance             
Derivative liability for Convertible Debentures  67,571            67,571             
Change in value of derivative liability during the period ended March 31, 2015  -67,571          
Balance, March 31, 2015 $-          
Change in value of derivative liability during the period ended June 30, 2015  (67,571)            
Balance, June 30, 2015 $-             
 
The Company's derivative liability was valued using pricing models, and the Company generally uses similar models to value similar instruments.  Where possible, the Company verifies the values produced by its pricing models to market prices.  Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs.  These financial liabilities do not trade in liquid markets, and, as such, model inputs cannot generally be verified and do involve significant management judgment.  Such instruments are typically classified within Level 3 of the fair value hierarchy.  The change in fair value of the derivative liability is included as a component of other income in the consolidated statements of operations. The derivative liability was calculated using the Black-Scholes option-pricing model with the following assumptions: expected lives range of less than a month; 110.48% stock price volatility; risk-free interest rate of 0.110% and no dividends during the expected term.

 
12F-11

 

NOTE 10. ASSETS & LIABILITIES OF SUBSIDIARY HELD FOR SALEBUSINESS COMBINATIONS

On May 28, 2015 Concierge Technologies, Inc. (the “Company”) entered into an agreement to acquire the assets of Gourmet Foods, Ltd., a New Zealand corporation, subject to satisfactory completion of due diligence and other customary criteria for a transaction of this kind. Gourmet Foods is a baker of New Zealand meat pies and other confections distributed to major grocery stores, convenience stores, restaurants and other retailers throughout New Zealand. The Company placed a cash deposit with Gourmet Foods in accordance with the provisions of the asset purchase agreement, however the parties later elected to change the nature of the transaction to a stock purchase agreement. The Stock Purchase Agreement (the “SPA”) was entered into on July 28, 2015 and was set to close on July 31, 2015 subject to final adjustments to accounts receivable, accounts payable, inventory, employee entitlements and other current assets and liabilities. The Company paid a purchase consideration of NZ$2,597,535 (approximately US$1,753,428) in cash. An independent evaluation was conducted in order to obtain a fair market value of the fixed assets of Gourmet Foods. The remainder of the purchase price was allocated between the difference of acquired assets over liabilities assumed and goodwill.
On August 11, 2015 the parties reached agreement to close the SPA based on the balance sheet information as of July 31, 2015, subject to further adjustments if necessary once certain balances became known without dispute, and the Company remitted the remainder of the purchase price in cash to an account in New Zealand established for the benefit of the shareholders of Gourmet Foods, Ltd. The operations of Gourmet Foods, Ltd. will be consolidated going forward with those of the Company as of August 1, 2015.
Under the acquisition method of accounting, the total purchase consideration is allocated to Gourmet Foods, Ltd. net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase consideration over the fair value of assets acquired and liabilities assumed was allocated to goodwill. The following table summarizes the preliminary fair value estimate of the net assets acquired as of the Acquisition Date:
F-12

Cash $50,695 
Accounts Receivable  259,662 
Pre Payments  11,246 
Inventory  256,271 
Furniture/Fixtures  1,207,762 
Goodwill  268,431 
     Total Assets  2,054,067 
     
Accrued Expenses  37,233 
Accounts Payable  216,718 
Accrued Holiday Pay  46,013 
Employee Entitlements  675 
     Total Liabilities  300,639 
     
Net Assets Acquired $1,753,428 
NOTE 11.  DISCONTINUED OPERATIONS
On February 26, 2015, Concierge Technologies, Inc. (the “Corporation”), a Nevada corporation,the Company entered into a Stock Redemption Agreement with two of its shareholders (the “Shareholders”) and its wholly-owned subsidiary Wireless Village, Inc. dba Janus Cam (“Janus Cam”), a Nevada corporation (the “Agreement”) whereby the CorporationCompany will redeem and cancel 68,000,000 shares of the Corporation’sCompany’s common stock held by the Shareholders in exchange for all of the outstanding shares of common stock of Janus CamWireless Village held by the CorporationCompany and the forgiveness of certain “Inter-Company Debt” of $300,000$344,052 advanced to Janus Cam by the CorporationCompany (the “Transaction”).  At the closing of the Transaction, Janus Cam will no longer be affiliated with or a subsidiary of the Corporation and will instead be under the control of the Shareholders. On May 7, 2015, the Company completed the closing of the transaction.

Assets of the divested subsidiary held for sale consisted of the following as of March 31, 2015 and June 30, 2014:May 7, 2015:
 
  May 7, 2015 
Cash and cash equivalents $130,052 
Accounts receivable, net  66,015 
Due from related party  167,443 
Inventory, net  190,499 
Pre-Paid inventory, advance to supplier  219,149 
Payroll advance  1,935 
Current assets of subsidiary $775,093 
Security deposits  11,222 
Equipment  2,483 
Network/office equipment  34,589 
Accumulated depreciation  (30,820)
Non-Current assets of subsidiary $17,473 
Total Assets of subsidiary $792,567 
  March 31, 2015  June 30, 2014 
Cash and cash equivalents $120,691  $4,723 
Accounts receivable, net  82,267   159,048 
Due from related party  144,391   12,084 
Inventory, net  227,875   474,034 
Pre-Paid inventory, advance to supplier  195,685   - 
Payroll advance  1,935   2,285 
Current assets of subsidiary $772,844  $652,173 
Security deposits  11,222   11,222 
Equipment  2,483   2,483 
Network/office equipment  34,589   33,488 
Accumulated depreciation  (29,192)  (23,515)
Non-Current assets of subsidiary $19,102  $23,678 

Due from Related Party

Notes receivable from related party to Janus Cam is comprisedLiabilities of two notesthe divested subsidiary consisted of $5,000 each. The principal of these notes were due and payable on or before May 1, 2012. The notes are unsecured and non-interest bearing until maturity, after which time interest is calculated at 10% per annum. Total interest due to Janus Cam as of March 31, 2015 was $2,835. The interest and the principal due Janus Cam was eliminated from the consolidated balance sheet and included in the total of assets of subsidiary held for sale.

On October 6, 2014 the Company suspended the salaries of Janus Cam executive management until such time as negotiations resulted in a new rate of pay as provided for under applicable employment contracts. During the nine-month period ended March 31, 2015 Janus Cam agreed to loan funds to them that, in the aggregate, totaled less than their previous salaries and such loans would be applied as an offset to their salaries once reinstated. As of March 31, 2015 Janus Cam has loaned a total of $131,556 interest-free to the management which is due upon reinstatement and calculation of salaries under their respective employment agreements.

Depreciation expense for subsidiary held for sale amounted to $5,677 and $5,500 for the nine-month periods ended March 31, 2015 and 2014, respectively.
following:
 
 
13F-13

 

Liabilities
  May 7, 2015 
Accounts payable $285,512 
Sales tax liability  3,914 
CA income tax provision  - 
Payroll taxes payable  529 
Total Accrued Expenses  289,955 
Customer advances  82,475 
Notes payable-related parties  - 
Notes payable  - 
Debt payable to Concierge  344,052 
Total liabilities of subsidiary $716,482 
Net income and gain from the sale of Janus Cam, subsidiary held for sale, consisted of the following:

  March 31, 2015  June 30, 2014 
Accounts payable $348,705  $596,009 
Sales tax liability  5,926   1,181 
Accrued interest  663   - 
CA income tax provision  -   24,727 
Payroll taxes payable  -   55,453 
Total Accrued Expenses  355,294  $677,370 
Customer advances $151,286  $6,752 
Notes payable-related parties  -   10,000 
Notes payable  -   50,000 
Total liabilities of subsidiary $506,580  $744,122 
 
NOTE 11.  EQUTY TRANSACTIONS

On January 26, 2015, the Company issued,The common shares redeemed in the aggregate, 400,000,000 shares of common stock for $1,160,000 to two separate trust entities. The beneficiaries of the trusts were subsequently appointed directors on the Company’s board of directors and the Company’s Chief Executive Officer.

On January 26,, 2015, the Company also issued 32,451,499 shares, in the aggregate, of Series B Voting, Convertible Preferred stock at $0.0567per share for $1,840,000 to the same entities as described in the preceding paragraph. Each share of Series B Voting, Convertible Preferred stock has twenty votes on all matters submitted to a vote of the common stockholders and is convertible into twenty shares of common stock at any time after the issuance date. The beneficial conversion feature on the Series B Voting, Convertible Preferred shares issued were valued at $1,470,053 on the issuance date and accounted for as a deemed dividend.

During the nine months period ended March 31, 2015, the company issued 88,127,280 shares of common stock for two conversions totaling 4,406,363 shares of Series B Voting, Convertible Preferred stock. There were also 18,040,247 shares of common stock issued for conversion of debentures (note 4 and 7). The shares issued in connection with debt settlementtransaction were valued at the fair market price of $0.0089 on the settled dates.date of closing resulting in $605,200 in consideration. The debt payable to Concierge amounting to $344,052 as of the closing date was forgiven. The disposal of subsidiary resulted in a gain on disposal of $109,600. The income from discontinued operations for the period July 1, 2014 through May 7, 2015 was $108,807 resulting in a total gain on the disposal of the subsidiary of $218,407.
 
NOTE 12.  COMMITMENTS AND CONTINGENCIES
NOTE 12.  COMMITMENTS AND CONTINGENCIES

Lease Commitment of Subsidiary Held for Sale
 
DuringGourmet Foods. Ltd., a wholly owned subsidiary of the prior fiscal year Wireless Village dba/Janus Cam (a subsidiary heldCompany, has operating leases for sale), restructured its office, leases such that it is no longer a tenant but rather a sub-tenant on a month-to-month basis forfactory and warehouse facilities located at 31 Airport Blvd. Suites G2, G3in Tauranga, New Zealand, as well as for certain equipment. These leases are generally for three-year terms, with options to renew for additional three-year periods. The leases mature between September 2016 and H. AlthoughAugust 2018, and require monthly rental payments of approximately $13,400 per month.

Future minimum lease payments are as follows:

    
Fiscal years ending March 31, for Gourmet Foods, Ltd. $ 
     
    2016  157,406 
    2017  142,362 
    2018  114,704 
    2019  40,333 
   454,806 
Gourmet Foods, Ltd. of Tauranga, New Zealand, our wholly subsidiary, entered into a General Security Agreement in favor of the Gerald O’Leary Family Trust and registered on the Personal Property Securities Register for a month-to-month basis, Janus Cam has agreed with the sub-landlordpriority sum of $110,000 to assume the obligations undersecure the lease andof its primary facility.
F-14

In addition, the Company has posted a NZ$20,000 bond secured with a cash deposit of equal amount to pay rent directlysecure a separate facilities lease on behalf of Gourmet Foods, Ltd. The cash deposit will remain until such time as the lease is satisfactorily terminated in accordance with its terms. Interest from the cash deposit securing the lease accumulates to the landlord for the durationbenefit of the lease term, which expired in November 2014. The Company continuesand is listed as Interest Income at current value translated to occupyUS currency on the space on a month-to-month basis.

Rent expense for Janus Cam amounted to $30,095 and $28,435 for the nine-month periods ended March 31, 2015 and 2014, respectively.accompanying Condensed Consolidated Statements of Operations.

Litigation

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd.Ltd. against, jointly and severally, Concierge, Inc.Inc., Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees.  As of May 7, 2012, the judgment had lapsed due to the passage of time and the creditor’s failure to renew. Although a new court action would be required by the plaintiff in order to seek legal remedies, the Company has accrued the amount of $135,000 in the accompanying financial statements as accrued expenses as of March 31, 2015September 30, 2015.
NOTE 13.  SEGMENT REPORTING

.With the acquisition of Gourmet Foods, Ltd., the Company has identified two segments for its products and services; North America and Asia-Pacific. Our reportable segments are business units located in different global regions. The Company’s operations in North America include the purchase and sale of mobile video recording devices through its wholly owned subsidiary Kahnalytics, Inc. and in Asia Pacific include the production, packaging and distribution of gourmet meat pies and related bakery confections through its wholly owned New Zealand subsidiary Gourmet Foods, Ltd. Separate management of each segment is required because each business unit is subject to different operational issues and strategies due to their particular regional location. The Company accounts for intra-company sales and expenses as if the sales or expenses were to third parties and eliminates them in the consolidation.

The following table presents a summary of identifiable assets as of September 30, 2015 and June 30, 2015:
  
As of 
September 30, 2015
 
As of 
June 30, 2015
 
Identifiable assets:      
Corporate headquarters$                   420,703 $2,132,164 
North America 173,187  202,095 
Asia – Pacific 1,850,753  - 
Consolidated$  2,444,643 $ 2,334,259 
The following table presents a summary of operating information for the three months ended September 30, 2015:
 
14F-15

 

NOTE 13.  SUBSEQUENT EVENTS
  
September 30,
2015
Revenues from unaffiliated customers:   
North America $121,200 
Asia – Pacific  600,525 
Consolidated $721,725 
     
Net income (loss) after taxes:    
Corporate headquarters $(73,701)
North America  (1,670)
Asia – Pacific  2,365 
Consolidated $(73,006)
The following table presents a summary of capital expenditures for the three months ended September 30, 2015:
  2015 
Capital expenditures:    
Asia - Pacific $38,361 

On May 7, 2015, the Company completed the closing of that certain Stock Redemption Agreement transaction entered into as of February 26, 2015 by and among the Company, two shareholders of the Company (the “Shareholders”) and its wholly-owned subsidiary Wireless Village, Inc. dba Janus Cam (“Janus Cam”). At the closing, the Company formally redeemed and canceled 68,000,000 shares of the Company’s common stock held by the Shareholders in exchange for all of the outstanding shares of common stock of Janus Cam held by the Company and the forgiveness of certain “Inter-Company Debt” in the amount of $300,000 advanced to Janus Cam by the Company (the “Transaction”).  As a result of the closing of the Transaction, Janus Cam is no longer affiliated with or a subsidiary of the Company and is now formally under the control of the Shareholders.

On April 9, 2015, the Company received its first orders for installation of Janus V2HD cameras. The cameras are made available through a non-exclusive supply and distribution agreement entered into between Janus Cam and the Company on March 4, 2015. The Company has placed orders for camera inventory and has contracted with a third party for installation services to be provided to end users of the product. The Company has initiated, but not yet completed, the process to form a new wholly owned subsidiary domiciled in the state of California to conduct the business of camera and related item sales.
 
 
15F-16

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company, through Planet Halo and Wireless Village, had been selling subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly since 2007. During the fiscal year ending June 30, 2011, we completed the transition away from this business and refocused our efforts, through our majority owned subsidiary Wireless Village dba/Janus Cam, on the sale and distribution of mobile video surveillance systems, generically known as “drive cams”,. During the fiscal year ended June 30, 2013 we sold Planet Halo to a shareholder through a stock redemption agreement and we acquired all of the minority owned shares of Wireless Village nowthrough a stock-for-stock exchange. Having Wireless Village as a wholly-owned subsidiary for 2 years produced operating underlosses and the fictitious business name Janus Cam.

During 2010 Janus Cam brought expertiseCompany elected to raise additional working capital through equity and change our strategic focus. Accordingly, during the fiscal year ended June 30, 2015 we raised $3 million in mobile digital camera deployment into the company by partnering with several industry professionals and a manufacturer of camera and DVR products. In ordercash, sold Wireless Village to gain this expertise we conveyed approximately 49% of our equity ownership in Janus Cam to these professionals. On January 31, 2013 we effectuated an agreement to buy out the minority stakeholders inits executive management team through a stock exchange transaction whereby the shareholdersredemption agreement, established a new wholly-owned subsidiary named Kahnalytics to carry on certain profitable aspects of the non-controlling interest exchanged their shares in Janus Cam for shares in Concierge Technologies. Asformer Wireless Village line of March 31, 2015 Janus Cam is wholly ownedbusiness, and our only operating subsidiary.

On February 26, 2015 the Company entered into an agreement that will result in the saleto acquire Gourmet Foods. Ltd. of Janus Cam to its president and its chief financial officer in exchange for a redemptionTauranga, New Zealand. The acquisition of shares held in the Company and certain cash consideration in the form of debt forgiveness. As a result, the assets, liabilities and operating results of Janus Cam have been presented in the consolidated financial statements as separate line items described as “subsidiary held for sale”. The net income attributed to Janus Cam for the three and nine-month periods ending March 31, 2015Gourmet Foods, Ltd. was $30,087 and $26,310 respectively. The current assets of Janus Camcompleted on March 31, 2015 and June 30, 2015 were $772,844 and $652,173 with non-current assets of $19,102 as of March 31, 2015 and $23,678 at June 30, 2014. Liabilities for Janus Cam as of March 31, 2015 were $506,580 and $744,122 at June 30, 2014. The detail of these items is as described below.August 11, 2015.

Subsidiary Held for Sale: Janus CamKahnalytics

Kahnalytics purchases hardware, including cabling, connectors, hard drives, wireless transceivers, cameras and various other hardware items,SD Cards, for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold with resulting revenues recorded as hardware sales. Inventory orders which have been paid for, or partially paid for, in advance of receipt are classified as Advance to Suppliers. Generally, hardware is sold to customers who arrange for their ownrequire installation of the product in their vehicles. In some instances, installation services were supplied alongKahnalytics contracts with the salean unrelated third party for fulfillment of the new camera, or other product which may include pre-programming of functions prior to shipment.delivery and installation. The charges for services such as theseinstallation service and delivery where applicable are recorded as support servicescalculated according to a negotiated flat rate and are usually insignificant when compared toincluded in net revenues with totals for the nine-monththree-month periods ending March 31,September 30, 2015 and 2014 as $84,675$121,200 and $560$0 respectively. The totals for the three-month periods ending March 31, 2015 and March 31, 2014 were $32,965 and $179 respectively. These revenues are combined with hardware sales for Janus Cam, which for the nine-month period ended March 31, 2015, including cameras, were down 26% to $1,283,783 as compared to the nine-month period ending March 31, 2014 where hardware sales were recorded as $1,743,650. Combined sales for the nine-month period ending March 31, 2015 were $1,368,458, down 21% over the same period ending March 31, 2014 where combined sales were $1,744,210. Quarterly combined sales for the three-month period ending March 31, 2015 and March 31, 2014 were $567,635 and $668,560 respectively, a decline of approximately 15% for the current period. Management attributes the decrease in sales revenues during the current nine-month period when compared to the prior year nine-month period revenues to several key factors; depletion of inventory not allowing fulfillment of sales orders and, secondarily, cost cutting initiatives deployed by our primary customers in an effort to remain competitive within an increasingly competitive industry. Management believes this downward turn to be relatively short-lived as local regulations together with pressure from insurance agencies cause for vehicles to be equipped with video recording devices in the near term. Janus Cam has also taken steps to increase its inventory to readily fulfill sales orders when received. Moreover, insurance companies have begun to recognize the benefit of having in-vehicle video recorders for their insured clients to such an extent that Janus Cam is now selling its Janus V2HD product to one insurance carrier in particular that requires its use in all insured’s vehicles. This sales channel has resulted in somewhat lower profit margins as devices are sold at wholesale prices, however installation service revenues have risen as noted above from $560 for the nine-month period ended March 31, 2014 to $84,675 for the nine-month period ended March 31, 2015 as Janus Cam provides installation and maintenance services to insurance company clientele.

In addition to revenues from hardware sales and support services, income not included in the net revenue total but listed as other income totaled $1,541 and $4,763 for the three-month periods ending March 31, 2015 and 2014 respectively. For the three-month period ending March 31, 2015 other income was comprised entirely of recovered shipping expenses charged to customers, whereas for the three-month ending March 31, 2014 other income included $2,663 in recovered shipping expenses plus $2,100 in cash-back allowances from credit card companies. Other income for the nine-month periods ending March 31, 2015 and March 31, 2014 totaled $3,791 and $57,910 respectively. For the nine-month periods ending March 31, 2015 and March 31, 2014 other income included recovered shipping expenses charged to Janus Cam customers of $3,616 and $10,062 respectively. The decrease in recovered shipping expenses is attributed mainly to the proximity of customers during the current period and the decline in unit sales as compared to the previous nine-month period ending on March 31, 2014. The remaining balance of $47,849 recorded for other income for the nine-month period ended March 31, 2014 was attributed to a one-time adjustment in sales tax payable of $44,649, cash back allowances from credit card companies of $2,100, and a downward adjustment in accrued expenses of $1,100. For the nine-month period ending March 31, 2015 the remaining balance of $175 was comprised of credits applied from company credit card accounts. Accounts receivable net allowance for doubtful accounts of $25,186, at March 31,September 30, 2015 and June 30, 20142015 were recorded at $82,267$7,479 and $159,047$95,417 respectively, a decrease of $76,780$87,938 or 48%92%. The decrease is primarily due to receiptthe start-up nature of structured payments from customersKahnalytics. Having just begun sales in mid June 2015 there was insufficient time to collect remittance on payment plans and throughsales invoices prior to the end of the period whereas for the current quarter a more aggressive collection efforts as well as lower sales volumes. The overall agingrealistic level of accounts receivable was in evidence. Management expects little or no bad debt allowance to be applicable to its accounts receivable in the risk of collection has not been materially affected.future.

Cost of revenues for the three-month period ending September 30, 2015 were comprised of $84,240 in hardware and $33,120 in contracted fulfillment services for a total of $117,360 producing an operating income of $3,840 before general and administrative
 
162

 
 
Overall, combined net revenues for Janus Cam, including otherexpenses and income and adjustments, of $1,372,249 for the nine-month period ending March 31,tax. Since Kahnalytics was not founded until May 2015 were down $429,871 from $1,802,120 for the nine-month period ending March 31, 2014, a decrease of 24%. Combined net revenues for Janus Cam, including other income and adjustments, of $569,176there are no comparison results for the three-month period endingended September 30, 2014.

Gourmet Foods, Ltd.

Gourmet Foods Limited (“GFL”), was organized in its current form in 2005 (previously known as Pats Pantry Ltd). Pats Pantry was founded in 1966 to produce and sell wholesale bakery products, meat pies and patisserie cakes and slices, in New Zealand.  GFL, located in Tauranga, New Zealand, sells substantially all of its goods to supermarkets and service station chains with stores located throughout New Zealand. GFL also has a large number of smaller independent lunch bars, cafes and corner dairies among the customer list, however they comprise a relatively insignificant dollar volume in comparison to the primary accounts of large distributors and retailers. Concierge Technologies purchased all of the issued and outstanding shares of GFL as of August 1, 2015, even though the transaction did not officially close until August 11, 2015.

An independent evaluation of the assets of GFL was commissioned as was an audit of their last two fiscal years ended March 31st. It was ascertained that GFL had experienced a net loss over the fiscal year ended March 31, 2015 of $9,558. Contributing to the loss were down $104,147 from $673,323several factors that current management does not expect to reoccur which included an effort to export product to Korea and an ill-suited sales effort involving the addition of field sales representatives and their associated expenses including company provided vehicles. Since the acquisition date of August 11, 2015 GFL has initiated several strategies designed to improve profitability through a more efficient and automated production process and sales growth initiatives that involve an outreach to areas currently underserved by GFL. To assist with the purchase of new machinery and cover interim working capital needs, Concierge Technologies extended an interest-free intercompany loan of NZ$250,000.

The accompanying financial statements include the operations of GFL for the three-month period ending March 31,August 1, 2015 through September 30, 2015. Because the Company did not acquire GFL until the current quarter ended September 30, 2015 there is no comparison data supplied in the accompanying Condensed Consolidated Statements of Operations for GFL for the quarter ended September 30, 2014, nor are the assets and liabilities of GFL included in the Condensed Consolidated Balance Sheets as of June 30, 2015.

GFL operates exclusively in New Zealand and thus the New Zealand dollar is its functional currency. In order to consolidate our reporting currency, the US dollar, with that of GFL we record foreign currency translation adjustments and transaction gains and losses in accordance with SFAS 52, Foreign Currency Translation. The translation of New Zealand currency into U.S. dollars is performed for balance sheet accounts using the exchange rates in effect at the balance sheet date and for revenue and expense accounts using a decrease of 15%. Cost ofweighted average exchange rate during the period. Gains and losses resulting from the foreign currency translations are included in Accumulated Other Comprehensive Expense found on the Condensed Consolidated Balance Sheets.

3

Net revenues for the nine-month periods ending March 31,two-month period August 1, 2015 and 2014through September 30, 2015 were $884,950 and $1,010,538 respectively, representing a drop in gross profit$600,525 with interest income of approximately 7% due in part to the product$464. Cost of goods sold at wholesale and a slight increase in the cost of various accessory components sold during the period. Similarly, the cost of revenues for the three-month periodstwo-month period ending March 31,September 30, 2015 was $440,590 resulting in an operating income of $159,935 or approximately 27% gross margin. General and March 2014administrative expenses for the two-month period were $376,781$124,739 resulting in a net income before income tax and $362,187 respectively, representingdepreciation of $35,196. The depreciation expense for GFL over the two-month period ending September 30, 2015 was $37,329 which, when combined with the income tax provision of $695 and the interest income of $464 subtracted from the net operating income, resulted in a drop in gross profitnet loss of approximately 12% due to a temporary increase in camera cost incurred for expedited inventory deliveries.$2,365.

Continuing Operations: Concierge Technologies

The company hadCompany overall incurred an operating loss from continuing operations (before provisions for income taxes, other income and expenses, and after eliminating the operating results of the subsidiary held for sale)expenses) for the three-month periods ending March 31, 2015 and March 31, 2014 of $7,837 and $36,132 respectively. With the elimination of the subsidiary held for sale, there were no revenues and all loses are attributed to general and administrative expenses. The nine-month period ended March 31,September 30, 2015 resulted in an operating loss of $70,713$74,412 as compared to an operatinga net loss of $81,441$25,266 for the nine-monththree-month period ended March 31, 2014 and again was comprised entirely of general and administrative expenses with no revenues.September 30, 2014. This represents a decreasean increase in operating losses of $10,728$49,146 over the current nine-monththree-month period when compared to the same period of the previous year. Other income comprised of interest on cash deposits during the three-month period ending September 30, 2015 was $1,406 as compared to other expenses incurred for the three-month period ending March 31,September 30, 2014 of $80,846. The net loss from continuing operations (before income tax and losses from discontinued operations) for the three-month periods ending September 30, 2015 was comprisedand 2014 were $73,006 and $94,611 respectively. The discontinued operations of $5,086 of debt forgiveness, less interest on notes payable, plus a change in the fair value of derivatives of $48,877 previously recordedWireless Village accounted for a total of $51,795. Comparatively, other expenseadditional losses for the three-month period ending March 31,ended September 30, 2014 was $3,627 and comprised entirely of interest on notes payable. The net operating income from continuing operations$67,021 for the three-month period ending March 31, 2015 was $43,959 as compared to a total net loss for the three-month period ending March 31, 2014 of $39,760. Other expenses recorded during the nine-month period ending March 31, 2015 of $72,331 was comprised of income realized from forgiveness of $5,086 in accrued interest by noteholders less the derivative and interest expense from settlement of convertible debentures with shares of common stock plus accrued interest on other notes totaling $77,417. The net operating loss, after other expenses, for continuing operations for the nine-month period ended March 31, 2015 was $143,044$161,632 as compared to the net loss from continuing operations of $91,159 for the nine-month period ended March 31, 2014 where our only other expense was $9,717 in interest on outstanding notes payable.three-months ending September 30, 2015 of $73,006.

Consolidated Income (loss) Summary: The net income from continuing operations for the three-month period ending March 31, 2015Management attributes much of $43,959 combined with the net income from subsidiary held for sale of $30,087 resulting in a net income of $74,046 compared withloss incurred during the three-month period ending March 31, 2014 where net loss from continuing operations of $39,760 combined with $26,757 of net loss from subsidiary held for sale produced a consolidated net loss of $66,571. The net loss from continuing operations for the nine-months ended March 31, 2015 of $143,044 combined with the net income for the subsidiary held for sale of $26,310 resulted in a consolidated net loss of $116,734. Consolidated net loss for the nine-month period ended March 31, 2014 was comprised of a net loss from continuing operations of $91,159 plus a net loss from the subsidiary held for sale of $102,762 for a consolidated net loss of $193,921. The decrease in net loss, $146,248, was primarily attributedcurrent quarter to the elimination of executive salaries for the Janus Cam from October 2014 through March 31, 2015. In lieu of cancelling employment agreements, the Company agreed to allow the management team to borrow funds until such time as the salaries would be renegotiated downwards or the employment terminated. As of March 31, 2015 there had been $144,391 advanced as loanstransaction costs connected to the acquisition of GFL and the associated audit fees incurred post-transaction. Although there are expected to be additional audit costs going forward when compared to historic costs incurred for Concierge US-based subsidiaries, management staff. This amount appears ondoes not anticipate them to be significant in relation to the Janus Cam balance sheet as an asset, however when negotiations are concluded or employment terminated, this amount will be expensed as well asincrease in revenues provided by the additionoperation of employment taxes as applicable. Until such time as a resolution is reached, the amount cannot be expensed as there is no certainty that an agreement can be reached or what the settlement amount may be at conclusion.GFL.

Liquidity

On January 26, 2015 we completed an equity round of financing totaling $3,000,000. Proceeds from the investment were used to pay off outstanding notes and convertible debentures as well as significant trade debt. It was determined that our wholly owned subsidiary, Janus Cam, required significant additional capital as well as the cooperation of the management staff of Janus Cam with regard to their employment contracts in order to bring the operations to a profitable level. These two factors as well as other considerations lead us to the decision to divest ownership of Janus Cam to Peter Park and Nelson Choi, both officers of Janus Cam and shareholders of the Company. Accordingly, a stock redemption agreement was entered into on February 26, 2015 that called for, among other closing conditions, the advance and subsequent forgiveness of $300,000 in intercompany loans from Concierge Technologies to Janus Cam. Concierge Technologies also agreed to pay off a note payable due an unrelated party on behalf of Janus Cam. Other proceeds from the invested $3,000,000 were used to pay transaction costs and expenses related to regulatory filings and legal documentation of these transactions. As of March 31, 2015 the company has retained $2,353,378 in cash which management feels will be sufficient to execute our current business plan and to continue to pay its financial obligations throughoutDuring the current fiscal year we have invested approximately $2 million in cash towards purchasing and assimilating Gourmet Foods into the Concierge Technologies group of companies. We have continued to pursue business opportunities with Kahnalytics and intend to grow that opportunity by implementation of a software development project in the coming months that is envisioned to produce a significant recurring revenue stream when finalized. Management forecasts Gourmet Foods to produce a profit during the current fiscal year and the realization of those profits by Concierge may be augmented by a resurgence of the New Zealand currency against the U.S. dollar during the current fiscal year. While we intend to maintain and improve our revenue stream from wholly owned subsidiaries Kahnalytics and Gourmet Foods, we are also looking to expand our business

 
 
174

 
 
to include other synergistic partners and pursue possible licensing agreements for product distribution on a global scale. Provided our subsidiaries continue to operate as they are presently, and are projected to operate, we have sufficient capital to pay our general and administrative expenses for the coming fiscal year and to adequately pursue our long term business objectives.

Item 3.                                Quantitative and Qualitative Disclosures about Market Risk.

The Company is a smaller reporting company and is not required to provide the information required by this item.

Item 4.                                Controls and Procedures

Evaluation of disclosure controls and procedures.  The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective and are designed to provide reasonable assurances that the information the Company is required to disclose in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period required by the Commission's rules and forms.  Further, the Company’s officers concluded that its disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.  There were no significant changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
18


PART II - OTHER INFORMATION

Item 1.                  Legal Proceedings

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. As of May 7, 2012, by operation of law, this judgment is of no further effect and has expired due to passage of time and a failure to renew by Brookside. Regardless that there is no longer a default judgment enforceable against the Company, we continue to carry the liability as recorded on May 2, 2002. 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 amount of $135,000 is included in accrued expenses as of March 31, 2015.None.

Item 1A.Risk Factors.

The Company is a smaller reporting company and is not required to provide the information required by this item.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

On February 18, 2014 the company entered into a series of agreements, including a convertible debenture, that resulted in a funding of $53,000. The proceeds were used to pay vendor invoices for Janus Cam and certain professional fees incurred by Concierge Technologies. The note was convertible, at the option of the debenture holder, to unregistered common shares after August 18, 2014 at a conversion price calculated on a prescribed discount to the trailing 10-day volume weighted average market price of our shares on the date of conversion. During the initial 6 months from the date of the note the Company may repay the principal plus accrued interest at the rate of 8% per annum by applying a pre-payment penalty determined on a sliding scale tied to the aging of the note. After the initial 6-month period has elapsed the Company may not repay the note until its maturity date on November 18, 2014 at which time the note principal and interest will become due and payable without pre-payment penalty. The Company identified embedded derivatives related to the convertible debenture. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the convertible debenture and fair value as of each subsequent balance sheet date. However, as the debenture holder had no right to convert their debt to equity prior to August 19, 2014, the Company did not record a derivative liability for balance sheet dates prior to the three-month period ending September 30, 2014. As of December 30, 2014 the debenture holder has converted $53,000 of principal and $2,120 of accrued interest to equity through receipt of 9,770,247 shares of Concierge Technologies common stock per the following description.
Date No of Shares Shareholder Type of Consideration Value 
8/19/2014  2,142,857 Asher Enterprises Debt forgiveness $15,000 
9/22/2014  2,203,390 Asher Enterprises Debt forgiveness $13,000 
10/10/2014  5,424,000 Asher Enterprises Debt forgiveness $27,120 
Total  9,770,247     $55,120 

On January 26, 2015 the Company entered into a series of agreements that resulted in the sale of 400,000,000 shares of common stock and 32,451,499 shares of series B preferred stock in exchange for $3,000,000 in cash per the following description.
Date 
No of Shares
Class
 Shareholder Type of Consideration Value 
1/26/2015 266,666,667 common stock Nicholas and Melinda Gerber Living Trust Cash $773,333 
1/26/2015 133,333,333 common stock Schoenberger Family Trust Cash $386,667 
1/26/2015 21,634,332 Series B preferred Nicholas and Melinda Gerber Living Trust Cash $1,226,667 
1/26/2015 10,817,167 Series B preferred Schoenberger Family Trust Cash $613,333 
      Total Consideration $3,000,000 

 
195

 
 
On December 19, 2014 the Company entered into an amendment to a convertible debenture held by a related party. The amended provided for a settlement of the amount due under the terms of the debenture, and also amended the maturity date to be June 1, 2015. On January 26, pursuant to the terms of the amendment, the Company paid the debenture in full by payment of $122,000 in cash and issuance of 8,270,000 shares of common stock per the following description.None.

Date 
No of Shares
Class
 Shareholder Type of Consideration Value 
1/26/2015 8,270,000 common stock Polly Force Co Debt forgiveness $102,941 

All of the above sales were made pursuant to the exemption from registration provided by the Commission’s Regulation D, Rule 506.  All purchasers were either accredited investors or, if not, were provided copies of the company’s recent filings with the Commission including financial statements meeting the requirements of the Commission’s Item 310 of Regulation S-B.  All purchasers were provided the opportunity to ask questions of Concierge’s management.


Item 3.                  Defaults Upon Senior Securities.
 
None.

Item 4.                  (Removed and Reserved).Mine Safety Disclosures.

Not applicable.

Item 5.                  Other Information

None.


20

Item 6.                  Exhibits

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

Exhibit                                           Item

 2.1-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-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.+


6

 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.*

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

 
14.131.1
-
Agreement for Sale and Purchase of a Business, May 19, 2015
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.
 
 -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.
 
 -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.
 
 -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.


 
217

 


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 23, 2015
 
CONCIERGE TECHNOLOGIES, INC.
 
    
Dated: May 20, 2015
By:/s// Nicholas Gerber 
  Nicholas Gerber,
Chief Executive Officer 
    


 
 
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