Nevada
|
333-38838
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95-4442384
|
||
(state of
incorporation)
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(Commission File Number)
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(IRS Employer
I.D. Number)
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PART I
|
|||||
ITEM 1 | Business | 1 | |||
ITEM 2 | Properties | 3 | |||
ITEM 3 | Legal Proceedings | 3 | |||
ITEM 4 | Submission of Matters to a Vote of Security Holders | 3 | |||
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 | 8 | |||
ITEM 8 | Financial Statements and Supplementary Data | 10 | |||
ITEM 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 25 | |||
ITEM 9A | Controls and Procedures | 25 | |||
ITEM 9B | Other Information | 26 | |||
PART III
|
|||||
ITEM 10 | Directors, Executive Officers and Corporate Governance | 26 | |||
ITEM 11 | Executive Compensation | 30 | |||
ITEM 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 31 | |||
ITEM 13 | Certain Relationships and Related Transactions, and Director Independence | 33 | |||
ITEM 14 | Principal Accounting Fees and Services | 33 | |||
PART IV
|
|||||
ITEM 15 | Exhibits, Financial Statement Schedules | 34 |
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●
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Starfest was the surviving corporation,
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●
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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,
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●
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The fiscal year-end of the corporation was changed to June 30,
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The officers and directors of Concierge became the officers and directors of Starfest, and
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The name of Starfest was changed to "Concierge Technologies, Inc."
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High | Low | |||||||
Calendar 2009 | ||||||||
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 | ||||||
3 rd Qtr. | 0.0045 | 0.002 | ||||||
4 th Qtr | 0.003 | 0.000 | ||||||
Calendar 2011
|
||||||||
1 st Qtr | 0.02 | 0.0013 | ||||||
2 nd Qtr | 0.016 | 0.006 |
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●
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from retained earnings, or
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if after the dividend is made,
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its tangible assets would equal at least 11/4 times its liabilities, and
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its current assets would at least equal its current liabilities,
or
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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.
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sells for less than $5 a share.
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is not listed on an exchange or authorized for quotation on The Nasdaq Stock Market, and
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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.
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transactions not recommended by the broker-dealer,
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sales to institutional accredited investors,
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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
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●
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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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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,
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A warning that salespersons of penny stocks are not impartial advisers but are paid to sell the stock,
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The statement that federal law requires the salesperson to tell the potential investor in a penny stock -
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the "offer" and the "bid" on the stock, and
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the compensation the salesperson and his firm will receive for the trade,
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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,
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A warning that a large spread between the bid and the offer price can make the resale of the stock very costly,
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Telephone numbers a person can call if he or she is a victim of fraud,
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Admonitions -
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to use caution when investing in penny stocks,
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to understand the risky nature of penny stocks,
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to know the brokerage firm and the salespeople with whom one is dealing, and
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●
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to be cautious if ones salesperson leaves the firm.
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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
|
11/9/10
|
40,000
|
Gonzalez & Kim
|
Services, Loan Fee
|
$20,000
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
●
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continue to gain market share in the field of mobile incident reporting
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increase our gross revenues,
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●
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lower our operating costs by unburdening certain selling expenses to third party distributors,
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source and retain staff experienced in the field of video surveillance equipment sales and purchasing,
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develop revenues and profitability for Planet Halo in consumer electronics
|
●
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have sufficient cash reserves to pay down accrued expenses
|
●
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an obligation under a guarantee contract,
|
●
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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,
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●
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an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or
|
●
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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.
|
Report of Independent Registered Public Accounting Firm | 11 | |||
Consolidated Balance Sheets, as of June 30, 2011 and 2010 | 12 | |||
Consolidated Statements of Operations, Years Ended June 30, 2011 and 2010 | 13 | |||
Statements of Changes in Shareholders' Deficit, June 30, 2010 to June 30, 2011 | 14 | |||
Consolidated Statements of Cash Flows, Years Ended June 30, 2011 and 2010 | 15 | |||
Notes to Consolidated Financial Statements | 16 |
CONSOLIDATED BALANCE SHEETS
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
For the Years Ended June 30
|
||||||||
2011
|
2010
|
|||||||
Net revenue
|
$ | 945,741 | $ | 35,605 | ||||
Cost of revenue
|
586,133 | 54,787 | ||||||
Gross profit (loss)
|
359,608 | (19,183 | ) | |||||
Operating expenses:
|
||||||||
Share Based Compensation
|
149,137 | - | ||||||
General & Administrative Expenses
|
491,635 | 74,943 | ||||||
Total operating expenses
|
640,772 | 74,943 | ||||||
Other income (expenses)
|
||||||||
Other income
|
5,130 | 1,687 | ||||||
Loss on disposal of property & equipment
|
(3,980 | ) | - | |||||
Interest expense
|
(63,559 | ) | (11,581 | ) | ||||
Beneficial conversion feature expense
|
(40,492 | ) | - | |||||
Total other expenses
|
(102,900 | ) | (9,894 | ) | ||||
Loss before non-controlling interest in subsidiary and income taxes
|
(384,064 | ) | (104,020 | ) | ||||
Provision of income taxes
|
800 | 800 | ||||||
Non-controlling interest
|
40,206 | - | ||||||
Net loss attributable to Concierge
|
$ | (344,658 | ) | $ | (104,820 | ) | ||
* Weighted average shares of common stock
|
||||||||
Outstanding, Basic & Diluted | 200,585,869 | 234,643,268 | ||||||
BASIC NET LOSS PER SHARE
|
$ | (0.00 | ) | $ | (0.00 | ) |
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
For the Years Ended June 30
|
||||||||
2011
|
2010
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net Loss
|
$ | (344,658 | ) | $ | (104,820 | ) | ||
Adjustments to reconcile net loss to net cash used in
|
||||||||
operating activities:
|
||||||||
Non-controlling interest
|
(40,206 | ) | - | |||||
Depreciation and amortization
|
4,275 | 15,058 | ||||||
Beneficial conversion feature expense
|
40,492 | - | ||||||
Amortization of debt issuance cost
|
8,098 | - | ||||||
Share-based compensation
|
149,137 | 21,292 | ||||||
Loss on disposal of property & equipment
|
3,980 | - | ||||||
(Increase) decrease in current assets:
|
||||||||
Accounts receivable
|
(41,484 | ) | 3,941 | |||||
Inventory
|
(140,233 | ) | 196 | |||||
Notes receivable
|
(10,000 | ) | ||||||
Security deposit
|
(7,722 | ) | - | |||||
Increase (decrease) in current liabilities:
|
||||||||
Advances from customers
|
13,210 | (1,086 | ) | |||||
Accounts payable & accrued expense
|
208,032 | 24,710 | ||||||
Accounts payable - related party
|
68,911 | - | ||||||
Net cash used in operating activities
|
(88,168 | ) | (40,709 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchase of equipment
|
(1,931 | ) | (1,130 | ) | ||||
Due from related party
|
(1,065 | ) | ||||||
Net cash used in investing activities
|
(2,996 | ) | (1,130 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from related party loans
|
76,000 | 4,141 | ||||||
Repayments to related parties
|
(36,000 | ) | - | |||||
Proceeds from convertible debenture
|
100,000 | - | ||||||
Proceeds from sale of preferred stock
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- | 30,000 | ||||||
Proceeds from related party loans
|
- | 10,000 | ||||||
Net cash provided by financing activities
|
140,000 | 44,141 | ||||||
NET INCREASE IN CASH & CASH EQUIVALENTS
|
48,836 | 2,302 | ||||||
CASH & CASH EQUIVALENTS, BEGINNING BALANCE
|
4,868 | 2,566 | ||||||
CASH & CASH EQUIVALENTS, ENDING BALANCE
|
$ | 53,704 | $ | 4,868 | ||||
SUPPLEMENTAL DISCLOSURES:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$ | 1,101 | $ | - | ||||
Taxes
|
$ | - | $ | - | ||||
NON-CASH INVESTING & FINANCING ACTIVITIES:
|
||||||||
Series B preferred shares issued for loan commitment fee
|
$ | 20,000 | $ | - | ||||
Equipment exchanged for retirement of related party note
|
$ | 568 | $ | - | ||||
Retirement of the related party note against equipment exchange
|
$ | 3,601 | $ | - | ||||
Series A preferred shares converted to common shares
|
$ | 4,404 | $ | - | ||||
Series B preferred shares converted to common shares
|
$ | 1,367 | $ | - |
CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
|
|||||||||||||||||||||||
STATEMENTS OF CHANGES IN DEFICIT
|
|||||||||||||||||||||||
FOR THE YEAR ENDED JUNE 30, 2011
|
Preferred Stock(Series A)
|
Preferred Stock(Series B)
|
Common Stock
|
Additional
|
Total
|
Non- | |||||||||||||||||||||||||||||||||||||||||||
Number of
|
Par
|
Number of
|
Par
|
Number of
|
Par
|
Paid In
|
Accumulated
|
Shareholders'
|
Concierges'
|
Controlling
|
Total
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|||||||||||||||||||||||||||||||||||||
Shares
|
Value
|
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Deficit
|
Deficit
|
Deficit
|
Interest
|
Deficit
|
|||||||||||||||||||||||||||||||||||||
Balance at June 30, 2009
|
5,000,000 | $ | 5,000 | 1,000,000 | $ | 1,000 | 178,231,867 | $ | 178,232 | 3,682,896 | $ | (4,294,876 | ) | $ | (427,748 | ) | $ | (427,748 | ) | $ | - | $ | (427,748 | ) | ||||||||||||||||||||||||
Preferred shares issued for cash
|
- | - | 600,000 | 600 | - | - | 29,400 | - | 30,000 | 30,000 | - | 30,000 | ||||||||||||||||||||||||||||||||||||
Common shares issued for compensation
|
- | - | - | - | 6,083,333 | 6,083 | 15,209 | - | 21,292 | 21,292 | - | 21,292 | ||||||||||||||||||||||||||||||||||||
Net loss for the year ended June 30, 2010
|
- | - | - | - | - | - | - | (104,819 | ) | (104,819 | ) | (104,819 | ) | - | (104,819 | ) | ||||||||||||||||||||||||||||||||
Balance at June 30, 2010
|
5,000,000 | 5,000 | 1,600,000 | 1,600 | 184,315,200 | 184,315 | 3,727,505 | (4,399,695 | ) | (481,275 | ) | (481,275 | ) | - | (481,275 | ) | ||||||||||||||||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | 100,000 | - | 100,000 | 100,000 | - | 100,000 | ||||||||||||||||||||||||||||||||||||||
Preferred shares issued for loan commitment fee
|
40,000 | 40 | - | - | 19,960 | - | 20,000 | 20,000 | - | 20,000 | ||||||||||||||||||||||||||||||||||||||
Series A preferred shares converted to common shares
|
(4,403,814 | ) | (4,404 | ) | 22,019,070 | 22,019 | (17,615 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Series B preferred shares converted to common shares
|
(1,366,667 | ) | (1,367 | ) | 27,333,340 | 27,333 | (25,967 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||||||
Gain on equipment exchange against related party note payable
|
- | - | - | - | 3,033 | - | 3,033 | 3,033 | - | 3,033 | ||||||||||||||||||||||||||||||||||||||
Non-controlling Interest
|
- | - | - | - | - | - | - | - | 108,931 | 108,931 | ||||||||||||||||||||||||||||||||||||||
Net loss for the year ended June 30, 2011
|
- | - | - | - | - | (344,658 | ) | (344,658 | ) | (344,658 | ) | - | (344,658 | ) | ||||||||||||||||||||||||||||||||||
Balance at June 30, 2011
|
596,186 | $ | 596 | 273,333 | 273 | 233,667,610 | $ | 233,668 | $ | 3,806,917 | $ | (4,744,353 | ) | $ | (702,899 | ) | $ | (702,899 | ) | $ | 108,931 | $ | (593,968 | ) |
Estimated
Useful Lives
|
||||
Furniture & Office Equipment
|
Three Years
|
|||
Network Hardware & Software
|
Three Years
|
|||
Site Installation Materials
|
Three Years
|
June 30, 2011
|
June 30, 2010
|
|||||||
Furniture & Office Equipment
|
$
|
26,852
|
$
|
26,852
|
||||
Network Hardware & Software
|
48,957
|
52,225
|
||||||
Site Installation Materials
|
1,813
|
1,813
|
||||||
Total Fixed Assets
|
77,622
|
80,891
|
||||||
Accumulated Depreciation
|
(75,316
|
)
|
(74,074
|
)
|
||||
Total Fixed Assets, Net
|
$
|
2,306
|
$
|
6,817
|
June 30, 2011
|
June 30, 2010
|
|||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2006 (past due)
|
$ | 35,000 | $ | 35,000 | ||||
Notes payable to director/shareholder, 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 (past due)
|
5,000 | 5,000 | ||||||
Notes payable to shareholder, interest rate of 10%, unsecured and payable on October 1, 2004 (past due)
|
28,000 | 28,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2004 (past due)
|
14,000 | 14,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on September 1, 2004 (past due)
|
3,500 | 3,500 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on October 1, 2005 (past due)
|
20,000 | 20,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on February 1, 2006 (past due)
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on June 1, 2006 (past due)
|
5,000 | 5,000 | ||||||
Notes payable to director/shareholder, interest rate of 8%, unsecured and payable on February 1, 2006 (past due)
|
- | 2,500 | ||||||
Notes payable to director/shareholder, interest rate of 6%, unsecured and payable on September 1, 2007 (past due)
|
1,000 | 1,000 | ||||||
Notes payable to shareholder, interest rate of 8%, unsecured and payable on November 1, 2007 (past due)
|
15,000 | 15,000 | ||||||
Notes payable to shareholder, interest rate of 6%, unsecured and payable on February 1, 2012
|
10,000 | - | ||||||
$ | 150,000 | $ | 142,500 |
June 30, 2011
|
June 30, 2010
|
|||||||
Long term notes payable to shareholder, interest rate of 6%, unsecured and payable on February 1, 2012
|
$ | - | $ | 10,000 | ||||
Long term notes payable to shareholder, noninterest-bearing, unsecured and payable on or before May 19, 2012
|
40,000 | - | ||||||
$ | 40,000 | $ | 10,000 |
June 30, 2011
|
June 30, 2010
|
|||||||
Account payable
|
$ | 173,204 | $ | 109,213 | ||||
Tax reserve
|
85,359 | - | ||||||
Accrued judgment
|
135,000 | 135,000 | ||||||
Accrued interest
|
124,483 | 69,022 | ||||||
Auditing
|
24,500 | 20,000 | ||||||
Total
|
$ | 542,546 | $ | 333,235 |
|
|
2011
|
|
|
2010
|
|
||
Expected tax benefit
|
|
$ |
(153,625)
|
|
$ |
(41,608)
|
||
Beneficial conversion expense
|
|
|
16,197
|
|
|
|
0
|
|
Changes in valuation allowance
|
137,428
|
41,608
|
||||||
Actual tax benefit
|
|
$ |
—
|
|
$ |
—
|
|
|
2011
|
|
|
2010
|
|
||
Net operating losses
|
|
$
|
(1,913,938
|
)
|
|
$
|
(1,759,878
|
)
|
Valuation allowance
|
|
|
(1,913,928
|
) |
|
|
(1,759,878
|
) |
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2011
|
|
|
2010
|
|
||
Current Tax
|
|
$
|
800
|
|
|
$
|
800
|
|
Deferred Tax
|
|
|
-
|
|
|
-
|
||
Total
|
|
$
|
800
|
|
|
$
|
800
|
|
|
●
|
bankruptcy,
|
|
●
|
criminal proceedings (excluding traffic violations and other minor offenses), or
|
|
●
|
proceedings permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
|
|
●
|
Nor has any such person been found by a court of competent jurisdiction in a civil action, or the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
|
●
|
A petition under the Federal bankruptcy law or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
|
●
|
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
●
|
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
|
●
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
●
|
Engaging in any type of business practice; or
|
●
|
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
●
|
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; or
|
●
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.
|
●
|
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Future Trading Commission has not been subsequently reversed, suspended or vacated.
|
Name
|
No. of Late Reports
|
No. of Transactions
Not Timely Reported
|
No. of Failures
to File a
Required Report
|
|||||||||
None
|
0 | 0 | 0 |
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Common
Stock
Awards
|
Total
|
David Neibert, CEO
|
FY 2010
|
0
|
0
|
0
|
0
|
FY 2009
|
0
|
0
|
0
|
0
|
|
Allen Kahn, Chairman and CFO
|
FY 2010
|
0
|
0
|
0
|
0
|
FY 2009
|
0
|
0
|
0
|
0
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensa-
tion ($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensa-
tion ($)
|
Total
($)
|
David W. Neibert
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
James F. Kirk
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Samuel Wu
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Allen E. Kahn
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Patrick Flaherty
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name and Address of
Beneficial Owner
|
Amount
Owned
|
Percent of
Class
|
||||||
Allen E. Kahn
7547 W. Manchester Ave., No. 325
Los Angeles, CA 90045
|
20,850,235 | 8.6 | % | |||||
Samuel C.H. Wu
1202 Tower 1, Admiralty Centre
18 Harcourt Road
Hong Kong, China
|
20,855,437 | 8.6 | % | |||||
F. Patrick Flaherty
637 29th Street
Manhattan Beach, CA 90266
|
2,100,000 | (2) | 0.9 | % | ||||
James E. Kirk
1401 Kirby, N.E.
Albuquerque, NM 87112
|
3,383,291 | 1.4 | % | |||||
David W. Neibert
29115 Valley Center Rd., #K-206
Valley Center, CA 92082
|
9,489,100 | (3) | 3.9 | % | ||||
Officers and Directors
as a Group (5 persons)
|
56,678,063 | (4) | 23.41 | % |
(1)
|
Mr. Samuel C. H. Wu is the beneficial owner of these shares and 1,620,852 shares held by Link Sense through his presence on their respective Boards of Directors.
|
(2)
|
Mr. Flaherty had earlier reported beneficial ownership of 1,350,710 shares originally issued to his adult children for which he now disclaims beneficial ownership.
|
(3)
|
Mr. Neibert’s two minor children collectively own 20,261 shares of common stock included in the calculation.
|
(4)
|
For purposes of calculating total shares of common stock, Series A and Series B issued shares are treated as though they have been converted into common stock thus adding a total of 242,115,200 shares for the calculation.
|
|
Exhibit No.
|
|
Description
|
|
2
|
-
|
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
|
|
2
|
-
|
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
|
|
3.1
|
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
|
|
3.2
|
-
|
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
|
|
3.5
|
-
|
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
|
|
3.6
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
|
|
3.7
|
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
|
|
3.8
|
-
|
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
|
|
3.9
|
-
|
Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.
|
|
3.10
|
-
|
Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010.
|
|
10.1
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
|
|
14
|
-
|
Code of Ethics for CEO and Senior Financial Officers.***
|
|
31.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.
|
|
**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.
|
|
***Previously filed with Form 10-KSB on October 13, 2004; Commission File No. 000-29913, incorporated herein.
|
|
+Previously filed with Form 10-KSB FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein.
|
|
++ Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for 10-30-07; Commission File No. 000-29913, incorporated herein.
|
CONCIERGE TECHNOLOGIES, INC. | |||
Date: October 13, 2011
|
By:
|
/s/ David W. Neibert | |
David W. Neibert, President |
Date: October 13, 2011 |
/s/ David W. Neibert
|
||
David W. Neibert, C.E.O. and Director
|
|||
Date: October 13, 2011 |
/s/ Allen E. Kahn
|
||
Allen E. Kahn, Chief Financial Officer and Director
|
|||
Date: October 13, 2011 |
/s/ F.P. Flaherty
|
||
F. Patrick Flaherty, Director
|
|||
Date: October 13, 2011 |
/s/ James E. Kirk
|
||
James E. Kirk, Secretary and Director
|
|||
Date: October 13, 2011 | /s/ Samuel C.H. Wu | ||
Samuel C.H. Wu, Director |
|
Exhibit No.
|
|
Description
|
|
2
|
-
|
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
|
|
2
|
-
|
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
|
|
3.1
|
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
|
|
3.2
|
-
|
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
|
|
3.5
|
-
|
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
|
|
3.6
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
|
|
3.7
|
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
|
|
3.8
|
-
|
Articles of Merger between Concierge Technologies, Inc., a California corporation, and Concierge Technologies, Inc., a Nevada corporation, filed with the Secretary of State of Nevada on March 2, 2006 and the Secretary of State of California on October 5, 2006.+
|
|
3.9
|
-
|
Certificate of Designation (Series of Preferred Stock) filed with the Secretary of State of Nevada on September 23, 2010.
|
|
3.10
|
-
|
Certificate of Amendment of Articles of Incorporation (increasing authorized stock) filed with the Secretary of State of Nevada on December 20, 2010.
|
|
10.1
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
|
|
14
|
-
|
Code of Ethics for CEO and Senior Financial Officers.***
|
|
31.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.
|
|
**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.
|
|
***Previously filed with Form 10-KSB on October 13, 2004; Commission File No. 000-29913, incorporated herein.
|
|
+Previously filed with Form 10-KSB FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein.
|
|
++ Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for 10-30-07; Commission File No. 000-29913, incorporated herein.
|
[SEAL]
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20100724077-80
Filing Date and Time
09/23/2010 7:30 AM
Entity #
E0227302005-8
|
/s/ David W. Neibert | ||
David W. Neibert, | ||
President |
[SEAL]
|
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684-5708
Website: www.nvsos.gov
|
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
Document Number
20100966506-05
Filing Date and Time
12/23/2010 7:35 AM
Entity #
E0227302005-8
|
|
/s/ David W. Neibert | |
David W. Neibert, | ||
President |
Date: October 13, 2011
|
/s/ David Neibert | ||
David Neibert, | |||
Chief Executive Officer |
Date: October 13, 2011
|
/s/ Allen E. Kahn | ||
Allen E. Kahn | |||
Chief Financial Officer |
Date: October 13, 2011
|
/s/ David Neibert | ||
David Neibert, | |||
Chief Executive Officer |
Date: October 13, 2011
|
/s/ Allen E. Kahn | ||
Allen E. Kahn | |||
Chief Financial Officer |