Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Sep. 30, 2014 | Nov. 05, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'CONCIERGE TECHNOLOGIES INC | ' |
Entity Central Index Key | '0001005101 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--06-30 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 338,235,368 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2015 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
CURRENT ASSETS: | ' | ' |
Cash & cash equivalents | $21,222 | $20,454 |
Accounts receivable, net allowance for doubtful accounts of $25,186 | 63,650 | 159,047 |
Due from related party | 12,336 | 12,084 |
Inventory, net | 296,763 | 474,034 |
Other current assets | 3,530 | 2,285 |
Total current assets | 397,501 | 667,904 |
Security deposits | 11,222 | 11,222 |
Property and equipment, net | 10,320 | 12,456 |
Total assets | 419,043 | 691,582 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable and accrued expenses | 771,203 | 953,578 |
Advance from customers | 2,708 | 6,753 |
Notes payable - related parties | 48,000 | 48,000 |
Notes payable | 50,000 | 50,000 |
Convertible Debenture, net | 80,966 | 118,000 |
Derivative Liability | 34,765 | 0 |
Related party convertible debenture, net | 204,700 | 204,700 |
Total current liabilities | 1,192,342 | 1,381,031 |
STOCKHOLDERS' DEFICIT | ' | ' |
Preferred stock, 50,000,000 authorized par $0.001 Series A: 206,186 shares issued and outstanding at September 30, 2014 and June 30, 2014 | 206 | 206 |
Preferred stock, 50,000,000 authorized par $0.001 Series B: 9,498,409 shares issued and outstanding at September 30, 2014 and June 30, 2014 | 9,498 | 9,498 |
Common stock, $0.001 par value; 900,000,000 shares authorized; 244,684,088 shares issued and outstanding at September 30, 2014 and 240,337,841 shares issued and outstanding at at June 30, 2014 | 244,685 | 240,339 |
Additional paid-in capital | 4,027,653 | 3,954,217 |
Accumulated deficit | -5,055,341 | -4,893,709 |
Total Stockholders' deficit | -773,300 | -689,449 |
Total liabilities and Stockholders' deficit | $419,043 | $691,582 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
ASSETS | ' | ' |
Allowance for doubtful accounts | $25,186 | $25,186 |
Stockholders equity: | ' | ' |
Preferred stock Series A, par value | $0.00 | $0.00 |
Preferred stock Series A, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock Series A, issued shares | 206,186 | 206,186 |
Preferred stock Series A, outstanding shares | 206,186 | 206,186 |
Preferred stock Series B, par value | $0.00 | $0.00 |
Preferred stock Series B, authorized shares | 50,000,000 | 50,000,000 |
Preferred stock Series B, issued shares | 9,498,409 | 9,498,409 |
Preferred stock Series B, outstanding shares | 9,498,409 | 9,498,409 |
Common stock, par value | $0.00 | $0.00 |
Common stock, authorized shares | 900,000,000 | 900,000,000 |
Common stock, issued shares | 244,684,088 | 240,337,841 |
Common stock, outstanding shares | 244,684,088 | 240,337,841 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
Net revenue | $420,638 | $561,899 |
Cost of revenue | 283,887 | 351,558 |
Gross profit | 136,752 | 210,341 |
Operating expense | ' | ' |
General & administrative expense | 215,147 | 308,547 |
Operating Loss | -78,395 | -98,206 |
Other income (expense) | ' | ' |
Other income | 862 | 49,701 |
Interest expense | -48,534 | -3,236 |
Change in fair value of derivative | -34,765 | 0 |
Total other income (expense) | -82,437 | 46,465 |
Loss from continuing operations before income taxes | -160,832 | -51,741 |
Provision of income taxes | 800 | 800 |
Net Income (Loss) | ($161,632) | ($52,541) |
Weighted average shares of common stock | ' | ' |
Basic & Diluted | 241,472,796 | 240,284,270 |
Net loss per common share - continuing operations | ' | ' |
Basic & Diluted | ($0.00) | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net Income (Loss) | ($161,632) | ($52,541) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ' | ' |
Depreciation | 2,137 | 1,759 |
Change in fair value of derivative liability | 34,765 | 0 |
Amortization of debt issuance cost | 40,748 | 0 |
(Increase) decrease in current assets: | ' | ' |
Accounts receivable | 95,397 | 14,008 |
Advance to supplier | 0 | 4,900 |
Inventory | 177,271 | 45,573 |
Other current assets | -1,245 | -1,935 |
Increase (decrease) in current liabilities: | ' | ' |
Accounts payable & accrued expenses | -182,375 | 12,631 |
Advances from customers | -4,045 | 80 |
Net cash used in operating activities - continuing operations | 1,021 | 24,475 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of equipment | 0 | -558 |
Due from related party | -252 | -253 |
Net cash used in investing activities - continuing operations | -252 | -811 |
Net cash used in investing activities | -252 | -811 |
NET DECREASE IN CASH & CASH EQUIVALENTS | 768 | 23,664 |
CASH & CASH EQUIVALENTS, BEGINNING BALANCE | 20,454 | 39,444 |
CASH & CASH EQUIVALENTS, ENDING BALANCE | 21,222 | 63,108 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Income taxes paid | 26,550 | 0 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Issuance of common stock in partial settlement of convertible debenture | $28,000 | $0 |
1_ORGANIZATION_AND_DESCRIPTION
1. ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
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 equipment through its wholly owned subsidiary Wireless Village doing business as Janus Cam |
2_ACCOUNTING_POLICIES
2. ACCOUNTING POLICIES | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
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 2013 Form 10-K filed on October 15, 2013 with the U.S. Securities and Exchange Commission. | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), and its wholly owned subsidiary, Wireless Village. All significant inter-company transactions and accounts have been eliminated in consolidation. | |
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 | |
Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists: An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. ASU Topic No. 2013 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. | |
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. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (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. | |
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. |
3_GOING_CONCERN
3. GOING CONCERN | 3 Months Ended |
Sep. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
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 $5,055,341 as of September 30, 2014, including a net loss of $161,632 during the three-month period ended September 30, 2014. 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 increased product sales, the Company faces continuing significant business risks, which include, but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due, continue product research and development efforts, and successfully compete for customers. | |
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 September 30, 2014, towards (i) establishment of sales distribution channels for its products, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategy of its subsidiary, and (vi) acquisition of suitable synergistic partners for business opportunities in mobile incident reporting that generate immediate revenues. | |
Management believes that the above actions will allow the Company to continue operations for the next 12 months. |
4_PROPERTY_AND_EQUIPMENT
4. PROPERTY AND EQUIPMENT | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY AND EQUIPMENT | ' | ||||||||
Property and equipment consisted of the following as of September 30, 2014 and June 30, 2014: | |||||||||
30-Sep-14 | June 30, 2014 | ||||||||
Furniture & Office Equipment | $ | 15,392 | $ | 15,392 | |||||
Network Hardware & Software | 33,488 | 33,488 | |||||||
Total Fixed Assets | 48,880 | 48,880 | |||||||
Accumulated Depreciation | (38,560 | ) | (36,425 | ) | |||||
Total Fixed Assets, Net | $ | 10,320 | $ | 12,456 | |||||
Depreciation expense amounted to $2,137 and $1,759 for the three-month periods ended September 30, 2014 and 2013, respectively. | |||||||||
5_RELATED_PARTY_TRANSACTIONS
5. RELATED PARTY TRANSACTIONS | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
RELATED PARTY TRANSACTIONS | ' | ||||||||
Due from Related Party | |||||||||
Notes receivable from related party is comprised of two notes 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 as of September 30, 2014 was $2,336. | |||||||||
Notes Payable - Related Parties | |||||||||
Current related party notes payable consist of the following: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand | 8,500 | 8,500 | |||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 | 5,000 | 5,000 | |||||||
Notes payable to director/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 (past due) | 5,000 | 5,000 | |||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due) | 5,000 | 5,000 | |||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due) | 1,000 | 1,000 | |||||||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on January 8, 2015 | 10,000 | 10,000 | |||||||
Notes payable to directors/shareholder, interest rate of 10%, unsecured and payable on demand (1) | 10,000 | 10,000 | |||||||
$ | 48,000 | $ | 28,000 | ||||||
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 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 September 30, 2014 was $17,662. There was no beneficial conversion feature involved in the new note. | |||||||||
(1) | On March 27, 2014 our subsidiary, Wireless Village, accepted a cash loan from an affiliate of a director in the amount of $40,000. The loan had a balance due of $10,000 as of September 30, 2014. The loan is unsecured and payable on demand and is included in the amount listed for “Notes payable – related parties” on the Consolidated Balance Sheet as of September 30, 2014. | ||||||||
Interest expense for all related party notes payable, including the convertible debenture, for the three-month periods ended September 30, 2014 and 2013 amounted to $3,212 and $2,969. |
6_ACCOUNTS_PAYABLE_AND_ACCRUED
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ' | ||||||||
Accounts payable and accrued expenses consisted of the following: | |||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Accounts payable | $ | 541,681 | $ | 677,563 | |||||
Sales Tax payable | 1,268 | 1,181 | |||||||
Accrued judgment | 135,000 | 135,000 | |||||||
Accrued interest | 39,464 | 35,154 | |||||||
Auditing | 18,000 | 24,500 | |||||||
Payroll Tax Liability | 35,790 | 55,453 | |||||||
State income tax | 24,727 | ||||||||
Total | $ | 771,203 | $ | 953,578 | |||||
7_NOTES_PAYABLE
7. NOTES PAYABLE | 3 Months Ended |
Sep. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
NOTES PAYABLE | ' |
On November 8, 2013 Janus Cam 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 accrues at an annual rate of 10% and is payable in monthly installments with a maturity date of February 19, 2014. On February 19, 2014 the lender 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 has subsequently been extended to mature on January 5, 2015 and a fee in the amount of 1%, or $500, was paid in cash to the noteholder. |
8_CONVERTIBLE_DEBENTURES
8. CONVERTIBLE DEBENTURES | 3 Months Ended |
Sep. 30, 2014 | |
Notes to Financial Statements | ' |
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 note is 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. During the current quarter, 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. The principal balance due of the debenture was $25,000 as of September 30, 2014. | |
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 unregistered common shares after September 23, 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 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 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. | |
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 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 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 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 has no right to convert their debt to equity prior to October 23, 2014 hence, if, after October 22, 2014, the debenture is not repaid, the Company will account for the embedded derivative as of that date. |
9_DERIVATIVE_FINANCIAL_INSTRUM
9. DERIVATIVE FINANCIAL INSTRUMENTS | 3 Months Ended |
Sep. 30, 2014 | |
Investments, All Other Investments [Abstract] | ' |
DERIVATIVE FINANCIAL INSTRUMENTS | ' |
The Company's derivative financial instruments consisted of embedded derivatives related to the Convertible Debentures issued in 2014 as stated in Note 8. 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. The derivative liability at September 30, 3014 was $34,765. |
10_FAIR_VALUE_MEASUREMENT
10. FAIR VALUE MEASUREMENT | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
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 | |||||||||||||||||
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 September 30, 2014: | |||||||||||||||||
Quoted Prices | |||||||||||||||||
in Active | Significant | ||||||||||||||||
Markets for | Other | Significant | |||||||||||||||
Identical | Observable | Unobservable | |||||||||||||||
Instruments | Inputs | Inputs | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative Liability | $ | – | $ | – | $ | 49,782 | $ | 49,782 | |||||||||
Roll-forward | |||||||||||||||||
of Balance | |||||||||||||||||
Derivative liability for Convertible Debentures | 49,782 | ||||||||||||||||
Change in value of derivative liability during 2014 | -15,017 | ||||||||||||||||
Balance, September 30, 2014 | $ | 34,765 | |||||||||||||||
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. | |||||||||||||||||
11_COMMITMENTS_AND_CONTINGENCI
11. COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
Lease Commitment | |
During the prior fiscal year the Company, through its subsidiary Wireless Village dba/Janus Cam, restructured its office leases such that it is no longer a tenant but rather a sub-tenant on a month-to-month basis for facilities located at 31 Airport Blvd. Suites G2, G3 and H. Although on a month-to-month basis, Janus Cam has agreed with the sub-landlord to assume the obligations under the lease and to pay rent directly to the landlord for the duration of the lease term, which expires in November 2014. | |
Upon expiration of its leases, the Company does not anticipate any difficulty in obtaining renewals or alternative space. Rent expense amounted to $11,433 and $9,002 for the three-month periods ended September 30, 2014 and 2013, respectively. | |
Litigation | |
On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd. against, jointly and severally, Concierge, Inc., Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. 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 September 30, 2014. |
12_SUBSEQUENT_EVENTS
12. SUBSEQUENT EVENTS | 3 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
On October 10, 2014 the Company converted, at the election of the holder of a convertible debenture, the remaining principal of the debt, $25,000, plus the accrued interest of $2,120, to 5,424,000 shares of common stock; thus retiring the note by payment in full of $55,120 in exchange for 9,770,247 shares of common stock in the aggregate. | |
2_SUMMARY_OF_SIGNIFICANT_ACCOU
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
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 2013 Form 10-K filed on October 15, 2013 with the U.S. Securities and Exchange Commission. | |
Principles of Consolidation | ' |
The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent), and its wholly owned subsidiary, Wireless Village. All significant inter-company transactions and accounts have been eliminated in consolidation. | |
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 | ' |
Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists: An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. ASU Topic No. 2013 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on our consolidated financial statements. | |
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. | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (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. | |
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. |
4_PROPERTY_AND_EQUIPMENT_Table
4. PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property and equipment | ' | ||||||||
30-Sep-14 | June 30, 2014 | ||||||||
Furniture & Office Equipment | $ | 15,392 | $ | 15,392 | |||||
Network Hardware & Software | 33,488 | 33,488 | |||||||
Total Fixed Assets | 48,880 | 48,880 | |||||||
Accumulated Depreciation | (38,560 | ) | (36,425 | ) | |||||
Total Fixed Assets, Net | $ | 10,320 | $ | 12,456 |
5_RELATED_PARTY_TRANSACTIONS_T
5. RELATED PARTY TRANSACTIONS (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Related Party Transactions [Abstract] | ' | ||||||||
Current related party notes payable | ' | ||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand | 8,500 | 8,500 | |||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 | 5,000 | 5,000 | |||||||
Notes payable to director/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 (past due) | 5,000 | 5,000 | |||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due) | 5,000 | 5,000 | |||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due) | 1,000 | 1,000 | |||||||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on January 8, 2015 | 10,000 | 10,000 | |||||||
Notes payable to directors/shareholder, interest rate of 10%, unsecured and payable on demand (1) | 10,000 | 10,000 | |||||||
$ | 48,000 | $ | 28,000 |
6_ACCOUNTS_PAYABLE_AND_ACCRUED1
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts payable and accrued expenses | ' | ||||||||
30-Sep-14 | 30-Jun-14 | ||||||||
Accounts payable | $ | 541,681 | $ | 677,563 | |||||
Sales Tax payable | 1,268 | 1,181 | |||||||
Accrued judgment | 135,000 | 135,000 | |||||||
Accrued interest | 39,464 | 35,154 | |||||||
Auditing | 18,000 | 24,500 | |||||||
Payroll Tax Liability | 35,790 | 55,453 | |||||||
State income tax | 24,727 | ||||||||
Total | $ | 771,203 | $ | 953,578 |
10_FAIR_VALUE_MEASUREMENT_Tabl
10. FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Measurement Tables | ' | ||||||||||||||||
Schedule of fair value measurements | ' | ||||||||||||||||
Quoted Prices | |||||||||||||||||
in Active | Significant | ||||||||||||||||
Markets for | Other | Significant | |||||||||||||||
Identical | Observable | Unobservable | |||||||||||||||
Instruments | Inputs | Inputs | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Derivative Liability | $ | – | $ | – | $ | 49,782 | $ | 49,782 | |||||||||
Roll-forward | |||||||||||||||||
of Balance | |||||||||||||||||
Derivative liability for Convertible Debentures | 49,782 | ||||||||||||||||
Change in value of derivative liability during 2014 | -15,017 | ||||||||||||||||
Balance, September 30, 2014 | $ | 34,765 |
3_GOING_CONCERN_Details_Narrat
3. GOING CONCERN (Details Narrative) (USD $) | 3 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | |
Going Concern Details Narrative | ' | ' | ' |
Accumulated deficit | $5,055,341 | ' | $4,893,709 |
Net Loss attributable to Concierge Technologies | ($161,632) | ($52,541) | ' |
4_PROPERTY_AND_EQUIPMENT_Detai
4. PROPERTY AND EQUIPMENT (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Property And Equipment Details | ' | ' |
Furniture & Office Equipment | $15,392 | $15,392 |
Network Hardware & Software | 33,488 | 33,488 |
Total Fixed Assets | 48,880 | 48,880 |
Accumulated Depreciation | -38,560 | -36,425 |
Total Fixed Assets, Net | $10,320 | $12,456 |
4_PROPERTY_AND_EQUIPMENT_Detai1
4. PROPERTY AND EQUIPMENT (Details Narrative) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Property And Equipment Details Narrative | ' | ' |
Depreciation expense | $2,137 | $1,759 |
5_RELATED_PARTY_TRANSACTIONS_D
5. RELATED PARTY TRANSACTIONS (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Related Party Transactions Details | ' | ' |
Notes payable to director/shareholder, noninterest-bearing, unsecured and payable on demand | $8,500 | $8,500 |
Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 | 5,000 | 5,000 |
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 3,500 | 3,500 |
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 5,000 | 5,000 |
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 5,000 | 5,000 |
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 | 1,000 | 1,000 |
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on January 8, 2015 | 10,000 | 10,000 |
Notes payable to directors/shareholder, interest rate of 10%, unsecured and payable on demand | 10,000 | 10,000 |
Notes payable - related parties | $48,000 | $48,000 |
5_RELATED_PARTY_TRANSACTIONS_D1
5. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' | ' |
Interest due | $2,336 | ' |
Accrued interest | 17,662 | ' |
Interest expense | $3,212 | $2,969 |
6_ACCOUNTS_PAYABLE_AND_ACCRUED2
6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Accounts Payable And Accrued Expenses Details | ' | ' |
Accounts payable | $541,681 | $677,563 |
Sales Tax reserve | 1,268 | 1,181 |
Accrued judgment | 135,000 | 135,000 |
Accrued interest | 39,464 | 35,154 |
Accrued Expenses | 18,000 | 24,500 |
Payroll tax liability | 35,790 | 55,453 |
State income tax | 0 | 24,727 |
Total | $771,203 | $953,578 |
10_FAIR_VALUE_MEASUREMENT_Deta
10. FAIR VALUE MEASUREMENT (Details) (USD $) | Sep. 30, 2014 | Jun. 30, 2014 |
Derivative Liability | $49,782 | $49,782 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Derivative Liability | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Derivative Liability | 0 | ' |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Derivative Liability | $49,782 | ' |
10_FAIR_VALUE_MEASUREMENT_Deta1
10. FAIR VALUE MEASUREMENT (Details 1) (USD $) | 3 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2014 | |
Fair Value Measurement Details 1 | ' | ' |
Derivative liability for Convertible Debentures | $49,782 | $49,782 |
Change in value of derivative liability during 2014 | -15,017 | ' |
Balance, September 30, 2014 | $34,765 | ' |