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

FORM 10-K
 
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, 2010
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Concierge Technologies, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
333-38838
 
95-4442384
(state of incorporation)   (Commission File Number)   (IRS Employer I.D. Number)
 
3615 Superior Ave., Suite 3102D
Cleveland, OH 44114
Tel: 866.800.2978
Fax: 888.312.0124
____________________________________________________
(Address and telephone number of registrant's principal
executive offices and principal place of business)

Securities registered under Section 12(b) of the Exchange Act:  None.

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ
 
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes o     No þ
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ No o
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes o  No þ
 
State issuer's revenues for its most recent fiscal year:  $35,605.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days: $2,552,743 computed by reference to the $0.020 average of the bid and asked price of the Company's Common Stock on September 7, 2010.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 184,315,200 shares of Common Stock, $0.001 par value, and 5,000,000 shares of Series A Convertible, Voting, Preferred Stock, and 1,600,000 Series B Convertible, Voting, Preferred Stock on September 7, 2010 . Series A Preferred stock is convertible, under certain conditions, to 5 shares of common stock for each share of Series A Preferred stock. Each share of Series A Preferred stock votes as 5 shares of common stock. Series B Preferred stock is convertible, under certain conditions, to 20 shares of common stock for each share of Series B Preferred stock. Each share of Series B Preferred stock votes as 20 shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (3) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).   None.

Transitional Small Business Disclosure Format (check one): Yes o No þ
 


 
 

 
 
TABLE OF CONTENTS
 
PART I          
           
ITEM 1  Business     1  
ITEM 2  Properties      3  
ITEM 3 Legal Proceedings      4  
ITEM 4 Submission of Matters to a Vote of Security Holders     4  
           
PART II          
           
ITEM 5  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     4  
ITEM 7  Management’s Discussion and Analysis of Financial Condition and Results of Operations     9  
ITEM 8 Financial Statements and Supplementary Data     12  
ITEM 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       29  
ITEM 9A Controls and Procedures     29  
ITEM 9B Other Information     29  
        30  
PART III          
           
ITEM 10 Directors, Executive Officers and Corporate Governance     30  
ITEM 11 Executive Compensation      34  
ITEM 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     35  
ITEM 13 Certain Relationships and Related Transactions, and Director Independence     37  
ITEM 14 Principal Accounting Fees and Services     37  
           
PART IV          
           
ITEM 15 Exhibits, Financial Statement Schedules     39  
 
 
 

 
 
PART I

ITEM 1.    BUSINESS.

Business Development .

Concierge Technologies, Inc. was incorporated in California on August 18, 1993 as "Fanfest, Inc."  On August 29, 1995 its name was changed to Starfest, Inc., and on March 20, 2002 its name was changed to “Concierge Technologies, Inc.”

Pursuant to a Stock Purchase Agreement (the "Purchase Agreement") dated March 6, 2000 between MAS Capital, Inc., an Indiana corporation, the controlling shareholder of MAS Acquisition XX Corp. ("MAS XX"), an Indiana corporation, and Starfest, approximately 96.83 percent (8,250,000 shares) of the outstanding shares of common stock of MAS Acquisition XX Corp. were exchanged for $100,000 and 150,000 shares of common stock of Starfest in a transaction in which Starfest became the parent corporation of MAS XX.

At the time of this transaction, the market price of Starfest's common stock was $1.50 bid at closing on March 7, 2000 on the OTC Bulletin Board.  Accordingly, the consideration Starfest paid for the 96.83 percent interest was valued at $325,000. Concierge loaned to Starfest the $100,000 cash portion of the consideration evidenced by a no-interest, demand note.  Michael Huemmer, the president of Starfest, loaned to Starfest the 150,000 shares of common stock of Starfest that was the stock portion of the consideration.

Upon execution of the Purchase Agreement and the subsequent delivery of $100,000 cash and 150,000 shares of common stock of Starfest on March 7, 2000, to MAS Capital Inc., pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission, Starfest became the successor issuer to MAS Acquisition XX Corp. for reporting purposes under the Securities and Exchange Act of 1934 and elected to report under the Act effective March 7, 2000.

MAS XX had no business, no assets, and no liabilities at the time of the transaction.  Starfest entered into the transaction solely for the purpose of becoming the successor issuer to MAS Acquisition XX Corp. for reporting purposes under the 1934 Exchange Act.  Prior to this transaction, Starfest was preparing to register its common stock with the Commission in order to avoid being delisted by the OTC Bulletin Board.  By engaging in the Rule 12g-3(a) transaction, Starfest avoided the possibility that its planned registration statement with the Commission would not be fully reviewed by the Commission's staff before an April 2000 deadline, which would result in Starfest's common stock being delisted on the OTC Bulletin Board.

An agreement of merger was entered into between Starfest and Concierge, Inc., a Nevada corporation, on January 26, 2000.  The proposed merger was submitted to the shareholders of each of Starfest and Concierge pursuant to a Form S-4 Prospectus-Proxy Statement filed with the Commission.
 
 
1

 

As described in Starfest’s Form 8-K filed on April 2, 2002 with the Commission (Commission File No. 000-29913), the shareholders of Starfest and Concierge did approve the merger, and the merger was legally effected on March 20, 2002.

Pursuant to the agreement of merger between Starfest and Concierge,

 
Starfest was the surviving corporation,

 
The shareholders of Concierge received pro rata for their shares of common stock of Concierge, 99,957,713 shares of common stock of Starfest in the merger, and all shares of capital stock of Concierge were cancelled,

 
The fiscal year-end of the corporation was changed to June 30,

 
The officers and directors of Concierge became the officers and directors of Starfest, and

 
The name of Starfest was changed to "Concierge Technologies, Inc."

Our Business .

Concierge, through its two operating subsidiaries Planet Halo and Wireless Village, is in the business of providing wireless Internet access through WiFi networks, design, installation, maintenance of wired and wireless networks, web design and hosting of web sites and the broadcast of streaming audio over the Internet. Additionally, the Company resells wired circuits in exchange for commissions and offers voice over Internet protocol (VoIP) telephony services.

On May 5, 2004 we acquired all of the outstanding and issued shares of Planet Halo, a privately held Nevada corporation.

On June 5, 2007 Planet Halo launched its first wireless broadband network designed for subscription access to the Internet. The second such network was completed in Ventura, California during the 2007-2008 fiscal year. Planet Halo continued to operate and expand the subscriber base in these areas through the current fiscal year.

On January 23, 2008 we acquired all of the outstanding and issued shares of Wireless Village, a privately held Nevada corporation based in Cleveland, Ohio. Wireless Village’s assets include computer hardware, software, domain names, existing radio site infrastructure, and expertise in designing, operating, managing and maintaining wireless and wired networks. Wireless Village also designs and hosts web sites for third party customers and provides a billing platform for Planet Halo’s subscribers to wireless Internet access. During March 2008 Wireless Village also began hosting the Music of Your Life web site and streaming the audio broadcast over the Internet via the “Music of Your Life” website links.

By acquiring Wireless Village certain economies have been realized by elimination of outsourced network design, installation and billing functions for the Planet Halo networks. Additionally, Wireless Village operates a wireless and wired Internet access network from their location in Cleveland, Ohio providing for other sources of revenue in the future.
 
 
2

 

Governmental Approval of Principal Products .   No governmental approval is required in the U.S. for Concierge's products.

Government Regulations .   There are governmental regulations in the U.S. that apply to Concierge's use of the electromagnetic spectrum; however, no license or approvals are required.

Dependence on Major Customers and Suppliers .   Concierge does not anticipate that it will be dependent on any major customers or suppliers.

Seasonality .   There should be no seasonal aspect to Concierge’s business other than possible increased sales anticipated in the summer months associated with increased vacation travel and the desire for remote communications by Internet users.

Research and Development .   Concierge expended no funds on research and development in 2010.

Environmental Controls .   Concierge is subject to no environmental controls or restrictions that require the outlay of capital or the obtaining of a permit in order to engage in business.

Patents, Trademarks, Copyrights and Intellectual Property .   Concierge has trademarked its Personal Communications Attendant. It has no patents on the product. Planet Halo has trademarked the names “Halo”, “Halomail”, and “Planet Halo”. Patent applications are pending on certain aspects of the Halo device and software applications that enable certain of its functionality. The know-how centered around the programming, low-level drivers, key board matrix, operating system interface and certain other aspects of the Halo device, including its industrial design, are considered a valued intellectual property of Planet Halo.

Number of Employees .   On June 30, 2010, we employed no persons full time and no persons part time.

ITEM 2.    PROPERTIES.
 
We own no plants or real property. Investment in the wireless infrastructure equipment of Planet Halo is approximately $39,200.
 
 
3

 

Facilities

Our office facilities, including those of Planet Halo are now co-located with those of our subsidiary, Wireless Village, at 3615 Superior Ave., Suite 3102D, Cleveland, Ohio 44114. Although Wireless Village currently has a month-to-month lease, Concierge has no separate lease arrangement. We pay no rent to Wireless Village. Should additional space be needed, there is ample office space available in the vicinity at competitive prices.

ITEM 3.    LEGAL PROCEEDINGS.

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, our company, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus interest and legal fees.  Concierge did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of its investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc. that 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 its investment, which Concierge was unable to provide.

As of September 7, 2010, Brookside has not attempted to enforce its judgment. As of September 7, 2010, we are unable to pay the amount of the judgment and have no assets available to Brookside for liquidation in settlement of the judgment.

Neither Concierge Technologies nor any of its property is the subject of any other pending legal proceedings or any proceeding that a governmental authority is contemplating.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of the security holders of our company during fiscal year 2010 through the solicitation of proxies or otherwise.
 
PART II

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our Common Stock presently trades on the OTC Bulletin Board.  The high and low bid prices, as reported by the OTC Bulletin Board, are as follows for fiscal years ended June 30, 2009 and 2010.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
 
 
4

 
 
    High Low  
         
  Calendar 2008      
  3 rd Qtr. 0.0063 0.0042  
  4 th Qtr 0.005 0.003  
         
  Calendar 2009      
  1 st Qtr. 0.005  0.001  
  2 nd Qtr. 0.0041 0.0012  
  3 rd Qtr. 0.0045 0.001  
  4 th Qtr 0.0045 0.003  
         
  Calendar 2010      
  1 st Qtr  0.005  0.0012  
  2 nd Qtr  0.0045  0.0012  
       
Holders

On June 30, 2010 there were approximately 350 holders of record of our common stock.

Dividends

We have had no earnings and have declared no dividends on our capital stock.  Under Nevada law, a company - such as our company - can pay dividends only

 
from retained earnings, or

 
if after the dividend is made,

 
its tangible assets would equal at least 11/4 times its liabilities, and
 
 
its current assets would at least equal its current liabilities, or

 
if the average of its earnings before income taxes and before interest expenses for the last two years was less than the average of its interest expenses for the last two years, then its current assets must be equal to at least 11/4 times its current liabilities.
 
The  directors' strategy on dividends is to declare and pay dividends only from retained earnings and when the directors deem it prudent and in the best interests of the company to declare and pay dividends.
 
 
5

 

Penny Stock Regulations

Our common stock trades on the OTC Bulletin Board at a price less than $5 a share and is subject to the rules governing "penny stocks."
 
A "penny stock" is any stock that:

 
sells for less than $5 a share.

 
is not listed on an exchange or authorized for quotation on The Nasdaq Stock Market, and

 
is not a stock of a "substantial issuer." We are not now a "substantial issuer" and cannot become one until we have net tangible assets of at least $2 million.

There are statutes and regulations of the Securities and Exchange Commission (the "Commission") that impose a strict regimen on brokers that recommend penny stocks.

The Penny Stock Suitability Rule

Before a broker-dealer can recommend and sell a penny stock to a new customer who is not an institutional accredited investor, the broker-dealer must obtain from the customer information concerning the person's financial situation, investment experience and investment objectives.  Then, the broker-dealer must "reasonably determine" (1) that transactions in penny stocks are suitable for the person and (2) that the person, or his advisor, is capable of evaluating the risks in penny stocks.

After making this determination, the broker-dealer must furnish the customer with a written statement setting forth the basis for this suitability determination.  The customer must sign and date a copy of the written statement and return it to the broker-dealer.

Finally the broker-dealer must also obtain from the customer a written agreement to purchase the penny stock, identifying the stock and the number of shares to be purchased.

The above exercise delays a proposed transaction.  It causes many broker-dealer firms to adopt a policy of not allowing their representatives to recommend penny stocks to their customers.

The Penny Stock Suitability Rule, described above, and the Penny Stock Disclosure Rule, described below, do not apply to the following:

 
transactions not recommended by the broker-dealer,

 
sales to institutional accredited investors,

 
transactions in which the customer is a director, officer, general partner, or direct or indirect beneficial owner of more than 5 percent of any class of equity security of the issuer of the penny stock that is the subject of the transaction, and

 
transactions in penny stocks by broker-dealers whose income from penny stock activities does not exceed five percent of their total income during certain defined periods.
 
 
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The Penny Stock Disclosure Rule

Another Commission rule - the Penny stock Disclosure Rule - requires a broker-dealer, who recommends the sale of a penny stock to a customer in a transaction not exempt from the suitability rule described above, to furnish the customer with a "risk disclosure document."  This document is set forth in a federal regulation and contains the following information:

 
A statement that penny stocks can be very risky, that investors often cannot sell a penny stock back to the dealer that sold them the stock,

 
A warning that salespersons of penny stocks are not impartial advisers but are paid to sell the stock,

 
The statement that federal law requires the salesperson to tell the potential investor in a penny stock -

 
the "offer" and the "bid" on the stock, and

 
the compensation the salesperson and his firm will receive for the trade,

 
An explanation that the offer price and the bid price are the wholesale prices at which dealers are willing to sell and buy the stock from other dealers, and that in its trade with a customer the dealer may add a retail charge to these wholesale prices,

 
A warning that a large spread between the bid and the offer price can make the resale of the stock very costly,

 
Telephone numbers a person can call if he or she is a victim of fraud,

 
Admonitions -

 
to use caution when investing in penny stocks,

 
to understand the risky nature of penny stocks,

 
to know the brokerage firm and the salespeople with whom one is dealing, and

 
to be cautious if ones salesperson leaves the firm.

Finally, the customer must be furnished with a monthly statement including prescribed information relating to market and price information concerning the penny stocks held in the customer's account.
 
 
7

 

Effects of the Rule

The above penny stock regulatory scheme is a response by the Congress and the Commission to known abuses in the telemarketing of low-priced securities by "boiler shop" operators.  The scheme imposes market impediments on the sale and trading of penny stocks.  It has a limiting effect on a stockholder's ability to resell a penny stock.

Our shares likely will trade below $5 a share on the OTC Bulletin Board and be, for some time at least, shares of a "penny stock" subject to the trading market impediments described above.

Recent Sales of Unregistered Securities; Outstanding Stock Options

Our company sold the following shares of its common stock during the last three years without registering the shares:

Date
No. of Shares
Name of Purchaser
Type of Consideration
Value of Consideration
June 22, 2007
3,003,003
Marc Angell
Cash
$  10,000
June 22, 2007
3,003,003
Douglas Angell
Cash
$  10,000
June 22, 2007
3,003,003
Paul Angell
Cash
$  10,000
June 22, 2007
3,003,003
Ryan Angell
Cash
$  10,000
June 22, 2007
3,003,003
Michael Phelps
Cash
$  10,000
June 22, 2007
3,003,003
Jacquie Carter
Cash
$  10,000
June 22, 2007
3,003,003
Ryan White
Cash
$  10,000
June 22, 2007
3,003,003
Wiles Trust
Cash
$  10,000
June 22, 2007
3,003,003
Starmaker Products LLC
Cash
$  10,000
June 22, 2007
3,003,003
920280 Alberta Ltd
Cash
$  10,000
January 24, 2008
   909,090
Michael Phelps
Cash
$  10,000
November 5, 2010
6,083,333
Allen E. Kahn
Services
$  21,292

Our company sold the following shares of its Series B Convertible, Voting, Preferred Stock during the last three years without registering the shares. Each share of Series B Convertible, Voting, Preferred Stock is convertible into 20 shares of common stock and carries a vote equal to 20 shares of common stock in all matters brought before the shareholders for vote.

Date
No. of Shares
Shareholder
Type of Consideration
Value of Consideration
11/14/08
300,000
David Neibert
Cash
$15,000
11/14/08
233,333
Andrew C.T. Wu
Cash
$11,666
11/14/08
233,333
Caroline Kurebayashi
Cash
$11,666
11/14/08
233,334
Edward C.D. Wu
Cash
$11,667
11/16/09
600,000
Ace Ventures, LLC
Cash
$30,000

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.
 
 
8

 

No equity of Concierge is subject to outstanding options or warrants to purchase. The following shares of Series A Convertible, Voting, Preferred Stock were issued on January 28, 2008 in connection with our acquisition of Wireless Village. Each share of Series A Convertible, Voting, Preferred Stock is convertible into 5 shares of common stock and carries a vote equal to 5 shares of common stock in all matters brought before the shareholders for vote.

Series A Convertible, Voting, Preferred Stock
5,000,000 shares issued

Date
No. of Shares
Shareholder
1/28/08
930,000
Daniel Britt
1/28/08
390,000
David Neibert
1/28/08
390,000
Marc Angell
1/28/08
206,186
Jan A. and Gail A. Carter
1/28/08
412,371
Mark Triebold
1/28/08
60,000
Thomas Letourneau
1/28/08
60,000
Michael Ager
1/28/08
103,093
Joseph G. Gallo
1/28/08
41,237
Harold Armstrong
1/28/08
206,186
Martin Marietta
1/28/08
1,120,928
Harvey Trifler
1/28/08
1,080,000
Bill Robb

ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere.  See "Financial Statements."

Plan of Operation for the Next Twelve Months

Our plan of operation for the next twelve months is to streamline the business of Planet Halo and to expand the business of Wireless Village by doing the following:

·    
lowering our cost of doing business in Planet Halo by seeking economical alternatives to leased telecom lines, web hosting and technical services,

·    
develop and maintain a comprehensive web presence for Wireless Village through an Internet-based portal designed for online sales, dealer support and local advertising,

·    
expand our involvement in the business of video surveillance systems, data gathering and storage, and seek exclusive distribution agreements for camera and DVR products,
 
 
9

 

·    
source and retain staff experienced in the field of video surveillance equipment sales and purchasing,

·    
engage the assistance of our directors and outside consultants to aggressively pursue financing options and possible acquisition targets in the field of wireless communications, services offered via the Internet, mobile incident reporting and video capture.

On April 6, 2004, our company signed a definitive agreement to acquire the privately-held company, Planet Halo, in a cash-free stock transaction. On April 20, 2004 the companies completed the necessary documentation to effect the acquisition. On May 5, 2004 Concierge Technologies instructed its transfer agent to issue the purchase price in shares of common stock to the shareholders of Planet Halo. The transaction was officially closed and the shares considered issued as of May 5, 2004.

On January 23, 2008, our company acquired all of the issued and outstanding shares of Wireless Village, a Nevada privately held corporation based in Cleveland, Ohio. The purchase price was paid in shares of a newly authorized Series A Convertible, Voting, Preferred stock. Wireless Village had been providing services to Planet Halo related to the design, maintenance and support of our wireless networks operating in Marina del Rey and Ventura, CA. With the acquisition of Wireless Village we now also have a wireless network operating in the Cleveland, OH area and have acquired the computer hardware, software, telecom facilities and office space required to operate the business independent of outside sources.

Planet Halo and Wireless Village operate their wireless networks in California and Ohio with Wireless Village providing technical support, customer service, subscription billing service and strategic planning. In addition, Wireless Village has launched web portals for each area designed specifically for local Internet users. Each of these markets have their own local portal for social networking. The portals offer chat rooms, games, local news, local advertising, local events and postings by local businesses intended only for residents and visitors to the area. The company hopes to gain advertising revenue from the portal as well as increased awareness in the community that translates into heightened subscription levels.

On January 14, 2008, the company embarked on a new endeavor to develop a presence in the affiliate radio business by providing streaming audio via the Internet. Wireless Village continues to provide backend technical support, server space, bandwidth, and streaming audio functions to the businesses and invoices for their time and server space at nominal rates. As of June 30, 2010 no significant profits have been earned from this endeavor and the service may be discontinued in the coming fiscal year.

On February 1, 2008, with the acquisition of Wireless Village then completed, we moved the corporate offices of our company to those of Wireless Village at 3615 Superior Ave., Suite 3102D, Cleveland, OH 44114.  The Wallen Group, a general partnership headed by our Chief Executive Officer, David Neibert, handles our daily administrative tasks from its location in Valley Center, CA. Although we have in the past rendered payment in the form of shares of stock for our administrative tasks, we do not currently pay rent to Wireless Village and we have no formal agreements in place for the services being provided by Mr. Neibert or his staff.
 
 
10

 

As of June 30, 2010, Concierge had no paid employees and no fixed overhead. Our operating costs were kept at a minimum with limited commitments for telephone, the cost of web hosting, legal and professional fees, fees charged by our transfer agent and minimum tax payments. Fixed overhead of our operating subsidiaries was also kept a minimum level with rent, web hosting, telephone, Internet access, insurance and utilities being the only significant costs. We have a limited amount of office fixtures, furniture and computer equipment acquired with the Planet Halo and Wireless Village transactions. We have deployed approximately $39,200 worth of radio and computer infrastructure equipment to remote locations as required to operate the wireless networks in addition to what was already in place with the acquisition of Wireless Village. Our CEO, the president of Planet Halo, the officers of Wireless Village, and our directors are continuing to provide services without cash compensation. There are no guarantees that our officers and directors will continue in these capacities without compensation for an indefinite period of time.

During the current year Wireless Village had begun installing video surveillance equipment and looked to expand that business. To staff the effort and secure an exclusive distribution contract for North America for the camera and recording equipment, Concierge conveyed on September 1, 2010 approximately 49% of its ownership in Wireless Village allocated to key personnel including Tibet System Co., Ltd. (manufacturer located in South Korea) , Gonzalez & Kim LLC (a San Francisco-based firm specializing in strategic planning, legislation and public policy) and the principals of 3rd Eye Cam (who are joining Wireless Village). To fund the enterprise Concierge offered a convertible debenture that was funded by Gonzalez & Kim in the amount of $100,000. The debenture is convertible to Series B Convertible, Voting, Preferred Stock at the rate of $0.20 per share. Concierge has also agreed to pay a loan commitment fee of 40,000 shares of Series B Convertible, Voting, Preferred Stock.

Liquidity

Our primary source of operating capital has been funding sourced through insiders or shareholders under the terms of unsecured promissory notes. In several instances we have sold shares of our common stock and preferred stock in exchange for cash. With the acquisition of Wireless Village we also acquired approximately $30,000 in cash. The amount of borrowed funds, cash through acquisitions, and funds from equity sales has been sufficient to pay the cost of legal and accounting fees as necessary to maintain a current reporting status with the Securities and Exchange Commission. However, sufficient funds have been unavailable to significantly pay down other commercial and vendor accounts payable. We have also been unable to pay salaries to our officers and several of our outside consultants who had performed services during the past and present fiscal years.

Although our management is continuing to provide services to the Company for the near term without cash compensation, we will still require additional funding to maintain the corporation. With the acquisition of Wireless Village there are added demands for operating capital if we are to continue to construct the wireless networks. The Company has been aggressively pursuing financing for the funding of the wireless project. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the financing is not available, Planet Halo may not be able to proceed with its planned development of broadcast radio, and Wireless Village may not be able to afford further expansion of the wireless networks. In the event financing is not completed, our funds will be exhausted at some point and continuing operations may be impossible without increased operating profits from the existing wireless network infrastructure.
 
 
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Off-Balance Sheet Arrangements

Our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have

·    
an obligation under a guarantee contract,
·    
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,
·    
an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or
·    
an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with, us.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
The financial statements of the company appear as follows:        
         
Report of Independent Registered Public Accounting Firm     13  
         
Consolidated Balance Sheets, as of June 30, 2010 & 2009     14  
         
Consolidated Statements of Operations, Years Ended June 30, 2010 and 2009 and the Period from September 20, 1996 (Inception) to June 30, 2010     15  
         
Statements of Changes in Stockholders’ Deficit, September 20, 1996 (Inception) to June 30, 2010      16  
         
Consolidated Statements of Cash Flows, Years Ended June 30, 2010 and 2009 and the Period from September 20, 1996 (Inception) to June 30, 2010     20  
         
Notes to Consolidated Financial Statements       21  
 
 
12

 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors
Concierge Technologies, Inc.
 
 
We have  audited  the  accompanying  consolidated  balance  sheets  of  Concierge Technologies, Inc. and subsidiaries (a development stage company) as of June 30, 2010 and 2009 and the related  statements of operations,  stockholders' deficit and cash flows for the years ended June 30, 2010 and 2009 and for the period from September 20, 1996  (inception), to June 30, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits of these consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Concierge Technologies, Inc., and subsidiaries as of June 30, 2010 and 2009 and the results of its operations, stockholders deficit and cash flows for the years ended June 30, 2010 and 2009 and from September 20, 1996 (inception), to June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.

The Company's consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has accumulated deficit of $4,399,695 at June 30, 2010 including a net loss of $104,820 during the year ended June 30, 2010.  These factors as discussed in Note 4 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
/s/ Kabani & Company, Inc.

CERTIFIED PUBLIC ACCOUNTANTS

Los Angeles, California
September 27, 2010
 
 
13

 
 
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
CONSOLIDATED BALANCE SHEETS
 
   
June 30, 2010
   
June 30, 2009
 
ASSETS            
CURRENT ASSETS:
           
Cash & cash equivalents
  $ 4,868     $ 2,566  
Account Receivable
    204       4,145  
Inventory
    -       196  
Total current assets
    5,072       6,907  
                 
Property and Equipment, net
    6,817       20,744  
                 
Total Assets
  $ 11,889     $ 27,651  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT                
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 333,235     $ 308,525  
Due to related party
    6,539       2,398  
Sales paid in advance
    890       1,976  
Notes payable - related parties
    142,500       142,500  
Total current liabilities
    483,164       455,399  
                 
Long Term notes payable - related party
    10,000       -  
                 
Total Liabilities
    493,164       455,399  
                 
                 
STOCKHOLDERS' DEFICIT:
               
Preferred stock, 10,000,000 authorized par $0.001
               
Series A: 5,000,000 shares issued
    5,000       5,000  
Series B: 1,600,000 shares issued
    1,600       1,000  
Common stock, $0.001 par value; 190,000,000 shares authorized; 184,315,200 and 178,231,867 shares issued and outstanding at June 30, 2010 and June 30, 2009, respectively
    184,315       178,232  
Additional paid-in capital
    3,727,505       3,682,896  
Deficit accumulated during the development stage
    (4,399,695 )     (4,294,876 )
Total stockholders' deficit
    (481,275 )     (427,748 )
Total Liabilities and Stockholders' Deficit
  $ 11,889     $ 27,651  
 
The accompanying notes are an integral part of these financial statements.
 
 
14

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 2010 AND 2009
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2010
 
   
 
For the Years Ended June 30,
    For The Period From September  20, 1996  (Inception) to June 30,
 2010
 
   
2010
   
2009
     
NET REVENUE
  $ 35,605     $ 43,424     $ 93,227  
                         
Cost of Revenue
    54,787       52,756       145,988  
                         
GROSS PROFIT (LOSS)
    (19,183 )     (9,332 )     (52,762 )
                         
COSTS AND EXPENSES
                       
Product Launch Expenses
    -       -       1,077,785  
Impairment of Assets
    -       -       1,196,383  
General & Administrative Expenses
    74,943       51,308       1,781,491  
TOTAL COSTS AND EXPENSES
    74,943       51,308       4,055,659  
                         
OTHER INCOME (EXPENSES)
                       
Other Income
    1,687       -       1,928  
Interest Expense
    (11,581 )     (11,475 )     (45,768 )
Unallocated accrued expenses reversed
    -       -       150,123  
Settlement Income
    -       -       52,600  
Loss on debt settlement
    -       -       (23,033 )
Litigation Settlement
    -       -       (135,000 )
TOTAL OTHER INCOME (EXPENSES)
    (9,894 )     (11,475 )     850  
                         
NET LOSS BEFORE INCOME TAXES
    (104,020 )     (72,115 )     (4,107,571 )
                         
Provision of Income Taxes
    800       800       13,600  
                         
NET LOSS
  $ (104,820 )   $ (72,915 )   $ (4,121,171 )
                         
WEIGHTED AVERAGE SHARES OF COMMON STOCK
                       
          OUTSTANDING, BASIC AND DILUTED
    234,643,268       215,725,018          
                         
*BASIC AND DILUTED NET LOSS PER SHARE
  $ (0.00 )   $ (0.00 )        
 
* Weighted average number of shares used to compute basic and diluted loss per share is the same as the effect of dilutive securities are anti dilutive.
 
The accompanying notes are an integral part of these financial statements.
 
15

 

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
(A development stage company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEAR ENDED JUNE 30, 2010
AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2010
 
   
Preferred Stock
   
Common Stock
   
Additional
Paid In
 Capital
    Shares to
 Be Issued
    Accumulated
Deficit
    Stockholders'
Deficit
    Advance
Subscriptions
   
Common Stock
Subject to
Contingency
 
   
Number of
   
Par
   
Number of
   
Par
                         
   
Shares
   
Value
   
Shares
   
Value
                         
 
                                                           
Common Stock issued for cash through June 30, 1997
    -     $ -       176,306     $ 1,763     $ 106,162     $ -     $ -     $ 107,925     $ -     $ -  
                                                                                 
Common stock issued for services through June 30, 1997
    -       -       621,545       6,215       -       -       -       6,215       -       -  
                                                                                 
Net loss through June 30, 1997
    -       -       -       -       -       -       (96,933 )     (96,933 )     -       -  
                                                                                 
Balance at June 30, 1997
    -       -       797,851       7,978       106,162       -       (96,933 )     17,207       -       -  
                                                                                 
Common Stock issued for cash in the year ended June 30, 1998
    -       -       137,475       1,375       194,650       -       -       196,025       -       -  
                                                                                 
Common stock issued for services in the year ended June 30, 1998
    -       -       22,550       226       -       -       -       226       -       -  
                                                                                 
Net loss for the year ended June 30, 1998
    -       -       -       -       -       -       (283,891 )     (283,891 )     -       -  
 
                                                                               
Balance at June 30, 1998
    -       -       957,876       9,579       300,812       -       (380,824 )     (70,433 )     -       -  
                                                                                 
Common Stock issued for cash in the year ended June 30, 1999
    -       -       208,000       -       -       -       -       -       -       60,996  
                                                                                 
Common stock issued for services in the year ended June 30, 1999
    -       -       450       -       -       -       -       -       -       4  
                                                                                 
Net loss for the year ended June 30, 1999
    -       -       -       -       -       -       (89,919 )     (89,919 )     -       -  
                                                                                 
 
 
16

 
 
 
 
Balance at June 30, 1999
    -       -       1,166,326       9,579       300,812       -       (470,743 )     (160,352 )     -       61,000  
                                                                                 
Acquisition and retirement of Common shares
    -       -       (262,000 )     (2,620 )     -       -       -       (2,620 )     -       -  
                                                                                 
Common Stock issued for cash in the year ended June 30, 2000
    -       -       117,184       -       -       -       -       -       -       202,061  
                                                                                 
Common stock issued for services in the year ended June 30, 2000
    -       -       354,870       -       -       -       -       -       -       3,549  
                                                                                 
Post acquisition stock subscription funds received net of costs & expenses of $79,710
    -       -       -       -       -       -       -       -       1,175,790       -  
                                                                                 
Net loss for the year ended June 30, 2000
    -       -       -       -       -       -       (986,986 )     (986,986 )     -       -  
                                                                                 
Balance at June 30, 2000
    -       -       1,376,380       6,959       300,812       -       (1,457,729 )     (1,149,958 )     1,175,790       266,610  
                                                                                 
Post acquisition stock subscription funds received
    -       -       -       -       -       -       -       -       487,500       -  
                                                                                 
Net loss for the year ended June 30, 2001
    -       -       -       -       -       -       (544,080 )     (544,080 )     -       -  
                                                                                 
Balance at June 30, 2001
    -       -       1,376,380       6,959       300,812       -       (2,001,809 )     (1,694,038 )     1,663,290       266,610  
                                                                                 
Recapitalization upon merger
    -       -       118,681,333       113,099       (300,812 )     -       (278,527 )     (466,240 )     -       -  
                                                                                 
Stock subscription received for 500,000 shares
    -       -       -       -       -       29,983       -       29,983       -       -  
                                                                                 
Stock issued for services
    -       -       2,532,581       119,031       -       -       -       119,031       -       -  
                                                                                 
Stock to be issued for services-3,275,472 shares
    -       -       -       -       -       153,947       -       153,947       -       -  
                                                                                 
Adjustment to paid in capital on merger
    -       -       -       (116,499 )     116,499       -       -       -       -       -  
                                                                                 
Net loss for the year ended June 30, 2002
    -       -       -       -       -       -       (478,229 )     (478,229 )     -       -  
 
 
17

 
 
 
 
Balance at June 30, 2002
    -       -       122,590,294       122,590       116,499       183,930       (2,758,565 )     (2,335,546 )     1,663,290       266,610  
                                                                                 
Stock issued for subscription received in the prior year
    -       -       500,000       500       29,483       (29,983 )     -       -       -       -  
                                                                                 
Stock issued for services included in the prior period
    -       -       3,275,472       3,275       150,672       (153,947 )     -       -       -       -  
                                                                                 
Forfeiture of stock subscription
    -       -       -       -       10,000       -       -       10,000       -       -  
                                                                                 
Cancellation of over issued shares on recapitalization
    -       -       (73,017 )     -       -       -       -       -       -       -  
                                                                                 
Net loss for the year ended June 30, 2003
    -       -       -       -       -       -       (47,272 )     (47,272 )     -       -  
                                                                                 
Balance at June 30, 2003
    -       -       126,292,749       126,365       306,654       -       (2,805,837 )     (2,372,818 )     1,663,290       266,610  
                                                                                 
Adjustment to par value
    -       -       -       (72 )     72       -       -       -       -       -  
                                                                                 
Issuance of shares for cash
    -       -       2,000,000       2,000       18,000       -       -       20,000       -       -  
                                                                                 
Issuance of shares for services
    -       -       4,000,000       4,000       212,000       -       -       216,000       -       -  
                                                                                 
Issuance of shares for acquisition of Planet Halo
    -       -       9,999,998       10,000       490,000       -       -       500,000       -       -  
                                                                                 
Net loss for the year ended June 30, 2004
    -       -       -       -       -       -       (514,639 )     (514,639 )     -       -  
                                                                                 
Balance at June 30, 2004
    -       -       142,292,747       142,293       1,026,726       -       (3,320,476 )     (2,151,457 )     1,663,290       266,610  
                                                                                 
Reclassify contingent liabilities to Additional Paid In Capital
    -       -       -       -       1,929,900       -       -       1,929,900       (1,663,290 )     (266,610 )
                                                                                 
Net loss for the year ended June 30, 2005
    -       -       -       -       -       -       (544,284 )     (544,284 )     -       -  
                                                                                 
Balance at June 30, 2005
    -       -       142,292,747       142,293       2,956,626       -       (3,864,761 )     (765,841 )     -       -  
                                                                                 
Loans converted to Paid in Capital
    -       -       -       -       281,708       -       -       281,708       -       -  
                                                                                 
Net loss for the year ended June 30, 2006
    -       -       -       -       -       -       (44,552 )     (44,552 )     -       -  
 
 
18

 
 
 
 
Balance at June 30, 2006
    -       -       142,292,747       142,293       3,238,334       -       (3,909,313 )     (528,686 )     -       -  
                                                                                 
Issuance of shares for services
    -       -       5,000,000       5,000       30,000       -       -       35,000       -       -  
                                                                                 
Issuance of shares for cash
    -       -       27,027,027       27,027       62,973       -       -       90,000       -       -  
                                                                                 
Issuance of shares for debt settlement
    -       -       3,003,003       3,003       30,030       -       -       33,033       -       -  
                                                                                 
Net income for the year ended June 30, 2007
    -       -       -       -       -       -       38,214       38,214       -       -  
                                                                                 
Balance at June 30, 2007
    -       -       177,322,777       177,323       3,361,337       -       (3,871,095 )     (332,434 )     -       -