Edgar Filing: CONCIERGE TECHNOLOGIES INC

CONCIERGE TECHNOLOGIES, INC.

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

———————

FORM 10-Q

———————

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2009

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

———————

CONCIERGE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

———————


Nevada	000-29913	95-4442384
State of Incorporation	Commission File No.	IRS Employer I.D. Number

3615 Superior Avenue, Suite 3100A

Cleveland, OH 44114

866-921-9434

(Address and telephone number of registrant's principal

executive offices and principal place of business)

———————

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

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

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer ¨ 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 ¨ No þ

As of November 6, 2009, there were 178,231,867 shares of the Registrant’s Common Stock, $0.001 par value, outstanding and 5 million shares of its Series A Convertible Voting Preferred Stock, par value $0.001, outstanding and 1,000,000 shares of its Series B Convertible Voting Preferred Stock, par value $0.001.

TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Operations For The Three Month

Periods Ended September 30, 2009 and 2008

and the Period from September 20, 1996 (Inception) to

September 30, 2009 (Unaudited)

Statements of Changes in Stockholders' Deficit For The

Three Month Periods Ended September 30, 2009 and 2008

and the Period from September 20, 1996 (Inception) to

September 30, 2009 (Unaudited)

Consolidated Statements of Cash Flows For The Three Month Periods Ended

September 30, 2009 and 2008 and the Period from

September 20, 1996 (Inception) to September 30, 2009

(Unaudited)

Notes to Unaudited Financial Statements

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

and Results of Operations

Item 4. Controls and Procedures

PART II — Other Information

Item 1. Legal Proceedings

Item 5. Other Information

Item 6. Exhibits

SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED BALANCE SHEETS

(Unaudited)


	September 30, 2009			June 30, 2009
ASSETS
CURRENT ASSETS:
Cash & cash equivalents	$	4,203		$	2,566
Account Receivable		2,963			4,145
Due from Related Party		5,565			—
Inventory		—			196
Total current assets		12,731			6,907
Property and Equipment, net		14,840			20,744
Total Assets	$	27,571		$	27,651

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	301,134		$	308,525
Due to related party		—			2,398
Sales paid in advance		1,917			1,976
Notes payable - related parties		142,500			142,500
Other liabilities		30,000			—
Total current liabilities		475,551			455,399

COMMITMENT

STOCKHOLDERS' DEFICIT:
Preferred stock, 10,000,000 authorized par $0.001
Series A: 5,000,000 shares issued		5,000			5,000
Series B: 1,000,000 shares issued		1,000			1,000
Common stock, $0.001 par value; 190,000,000 shares authorized; 178,231,867 shares issued and outstanding		178,232			178,232
Additional paid-in capital		3,682,896			3,682,896
Deficit accumulated during the development stage		(4,315,108	)		(4,294,876	)
Total stockholders' deficit		(447,980	)		(427,748	)
Total Liabilities and Stockholders' Deficit	$	27,571		$	27,651

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

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2009

(Unaudited)


	For The Three-Month Periods Ended September 30,						For The Period From September 20, 1996 (Inception) to September 30, 2009
	2009			2008
NET REVENUE	$	8,241		$	6,556		$	65,863

Cost of Revenue		14,823			8,464			106,024

GROSS PROFIT (LOSS)		(6,582	)		(1,908	)		(40,161	)

COSTS AND EXPENSES
Product Launch Expenses		—			—			1,077,785
Impairment of Assets		—			—			1,196,383
General & Administrative Expenses		9,981			8,653			1,716,529
TOTAL COSTS AND EXPENSES		9,981			8,653			3,990,697

OTHER INCOME (EXPENSES)
Other Income		—			—			241
Interest Expense		(2,869	)		(2,869	)		(37,056	)
Unallocated accrued expenses reversed		—			—			150,123
Settlement Income/(Loss)		—			—			52,600
Loss on debt settlement		—			—			(23,033	)
Litigation Settlement		—			—			(135,000	)
TOTAL OTHER INCOME (EXPENSES)		(2,869	)		(2,869	)		7,875

NET LOSS BEFORE INCOME TAXES		(19,432	)		(13,430	)		(4,022,983	)

Provision of Income Taxes		800			800			13,600

NET LOSS	$	(20,232	)	$	(14,230	)	$	(4,036,583	)

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING, BASIC AND DILUTED		223,231,867			203,231,867

*BASIC AND DILUTED NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)

———————

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

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

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2009

(Unaudited)


	Preferred Stock			Common Stock
	Number of Shares	Par Value		Number of Shares		Par Value			Additional Paid In Capital			Shares to Be Issued		Accumulated Deficit			Stockholders' Deficit			Advance Subscriptions		Common Stock Subject to Contingency
Common Stock issued for cash through June 30, 1997	—	$	—	176,306		$	1,763		$	106,162		$	—	$	—		$	107,925		$	—	$	—
Common stock issued for services through June 30, 1997	—		—	621,545			6,215			—			—		—			6,215			—		—
Net loss through June 30, 1997	—		—	—			—			—			—		(96,933	)		(96,933	)		—		—
Balance at June 30, 1997	—		—	797,851			7,978			106,162			—		(96,933	)		17,207			—		—
Common Stock issued for cash in the year ended June 30, 1998	—		—	137,475			1,375			194,650			—		—			196,025			—		—
Common stock issued for services in the year ended June 30, 1998	—		—	22,550			226			—			—		—			226			—		—
Net loss for the year ended June 30, 1998	—		—	—			—			—			—		(283,891	)		(283,891	)		—		—
Balance at June 30, 1998	—		—	957,876			9,579			300,812			—		(380,824	)		(70,433	)		—		—
Common Stock issued for cash in the year ended June 30, 1999	—		—	208,000			—			—			—		—			—			—		60,996
Common stock issued for services in the year ended June 30, 1999	—		—	450			—			—			—		—			—			—		4
Net loss for the year ended June 30, 1999	—		—	—			—			—			—		(89,919	)		(89,919	)		—		—
Balance at June 30, 1999	—		—	1,166,326			9,579			300,812			—		(470,743	)		(160,352	)		—		61,000
Acquisition and retirement of Common shares	—		—	(262,000	)		(2,620	)		—			—		—			(2,620	)		—		—
Common Stock issued for cash in the year ended June 30, 2000	—		—	117,184			—			—			—		—			—			—		202,061
Common stock issued for services in the year ended June 30, 2000	—		—	354,870			—			—			—		—			—			—		3,549
Post acquisition stock subscription funds received net of costs & expenses of $79,710	—		—	—			—			—			—		—			—			1,175,790		—
Net loss for the year ended June 30, 2000	—		—	—			—			—			—		(986,986	)		(986,986	)		—		—
Balance at June 30, 2000	—		—	1,376,380			6,959			300,812			—		(1,457,729	)		(1,149,958	)		1,175,790		266,610
Post acquisition stock subscription funds	—		—	—			—			—			—		—			—			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	)		—		—
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

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

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2009

(Unaudited) (continued)


	Preferred Stock			Common Stock
	Number of Shares	Par Value		Number of Shares		Par Value			Additional Paid In Capital		Shares to Be Issued			Accumulated Deficit			Stockholders' Deficit			Advance Subscriptions			Common Stock Subject to Contingency
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	)		—			—
Balance at June 30, 2006	—		—	142,292,747			142,293			3,238,334		—			(3,909,313	)		(528,686	)		—			—
Issuance of shares for services	—		—	5,000,000			5,000			30,000		—			—			35,000			—			—
Issuance of shares for cash	—		—	27,027,027			27,027			62,973		—			—			90,000			—			—
Issuance of shares for debt settlement	—		—	3,003,003			3,003			30,030		—			—			33,033			—			—
Net income for the year ended June 30, 2007	—		—	—			—			—		—			38,214			38,214			—			—
Balance at June 30, 2007	—		—	177,322,777			177,323			3,361,337		—			(3,871,095	)		(332,434	)		—			—
Net loss for the year ended June 30, 2008	—		—	—			—			—		—			(350,866	)		(350,866	)		—			—
Shares issued for cash	—		—	909,090			909			9,091		—			—			10,000			—			—
Issuance of Shares for Purchase of Wireless Village	5,000,000		5,000	—			—			245,000		—			—			250,000			—			—
Balance at June 30, 2008	5,000,000		5,000	178,231,867			178,232			3,615,428		—			(4,221,961	)		(423,301	)		—			—
Shares issued for cash	1,000,000		1,000	—			—			49,000		—			—			50,000			—			—
Debt settlement with a shareholder	—		—	—			—			18,468		—			—			18,468			—			—
Net loss for the year ended June 30, 2009	—		—	—			—			—		—			(72,915	)		(72,915	)		—			—
Balance at June 30, 2009	6,000,000		6,000	178,231,867			178,232			3,682,896		—			(4,294,876	)		(427,748	)		—			—
Net loss for the quarter ended September 30, 2009	—		—	—			—			—		—			(20,232	)		(20,232	)		—			—
Balance at September 30, 2009	6,000,000	$	6,000	178,231,867		$	178,232		$	3,682,896	$	—		$	(4,315,108	)	$	(447,980	)	$	—		$	—

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

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE-MONTH PERIODS ENDED SEPTEMBER 30, 2009 AND 2008

AND FOR THE PERIOD FROM SEPTEMBER 20, 1996 (INCEPTION) TO SEPTEMBER 30, 2009

(Unaudited)


	For the Three Month Periods Ended September 30,						For the period from September 20, 1996 (inception) to September 30, 2009
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(20,232	)		(14,230	)	$	(4,036,583	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of goodwill/asset		—			—			950,583
Depreciation and amortization		5,904			3,007			40,517
Stock issued for services		—			—			531,352
Loss on settlement of debts		—			—			23,033
Unallocated accrued expense reversed		—			—			(150,123	)
Increase (decrease) in current assets:
Accounts Receivable		1,182			(1,003	)		(2,963	)
Inventory		196			—			(245,801	)

Increase (decrease) in current liabilities:
Advance subscription		(59	)		(783	)		1,917
Accounts payable & Accrued expense		(7,391	)		(6,981	)		372,078
Net cash used in operating activities		(20,400	)		(19,990	)		(2,515,990	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received on acquisition of subsidiary		—			—			34,421
Note Due - related party		—			—			(81,808	)
Purchase of equipment		—			—			(55,111	)
Net cash provided by (used in) investing activities		—			—			(102,498	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Due from/to related party		(7,963	)		(24,428	)		(89	)
Proceeds from Shares to be Issued		—			50,000			737,007
Proceeds from Related Party Prepayment for Preferred Stocks		30,000			—			30,000
Proceeds from stock subscription forfeited		—			—			10,000
Proceeds from advance subscriptions		—			—			1,772,983
Costs and expenses of advance subscriptions		—			—			(79,710	)
Proceeds from related party loans		—			—			152,500
Net cash provided by financing activities		22,037			25,572			2,622,691

NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS		1,637			5,582			4,203

CASH & CASH EQUIVALENTS, BEGINNING BALANCE		2,566			5,820			—

CASH & CASH EQUIVALENTS, ENDING BALANCE	$	4,203		$	11,402		$	4,203

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

CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Concierge Technologies, Inc., (the “Company”), a California corporation, was incorporated on August 18, 1993 as Fanfest, Inc. In August 1995 the Company changed its name to Starfest, Inc. During 1998, the Company was inactive, just having minimal administrative expenses. During 1999 the Company attempted to pursue operations in the online adult entertainment field. There were no revenues from this endeavor. On March 20, 2002, the Company changed its name to Concierge Technologies, Inc.

In March 2000, the Company acquired approximately 96.83 percent (8,250,000 shares) of the common stock of MAS Acquisition XX Corp. (MAS XX) for $314,688. This amount was expensed in March 2000 as at the time of the acquisition, MAS XX had no assets or liabilities and was inactive. On March 21, 2002, the Company consummated a merger with Concierge, Inc.

Concierge, Inc. (“CI”) was a development stage enterprise incorporated in the state of Nevada on September 20, 1996. The CI had undertaken the development and marketing of a new technology, a unified messaging product “The Personal Communications Attendant” (“PCA™”). “PCA™” will provide a means by which the user of Internet e-mail can have e-mail messages spoken to him/her over any touch-tone telephone or wireless phone in the world. To-date, the Company has not earned any revenue from this venture.

On April 6, 2004 the Company entered into a Stock Purchase Agreement with Planet Halo, Inc. (PHI) whereby, the Company purchased all of the outstanding and issued shares of PHI in exchange for 10 million shares of the Company’s common stock valued at $500,000. On May 5, 2004 the Company issued the shares on a ratio of 8.232 shares of its common stock to each share of PHI stock to the former shareholders of PHI. The existing PHI shares were then retired and cancelled. The Company is now the sole shareholder of PHI, a Nevada corporation. On May 5, 2004 the President of PHI was officially appointed to the Board of Directors of the Company along with one other PHI named appointee.

PHI is a development stage company in the wireless telecommunications industry and plans to design, construct, and operate wireless networks providing subscribers with access to the Internet and related services. Planet Halo also retains an exclusive North America license to a proprietary integrated wireless gateway interface to the Internet named "Halomail”, which the company plans to implement across its developing wireless networks.

On October 30, 2007 the Company entered into a definitive Stock Purchase Agreement to acquire all of the issued and outstanding shares of privately held Wireless Village, a Nevada corporation based in Cleveland, Ohio. The transaction closed and the purchase price was paid with 5,000,000 shares of a new class of stock, Series A Convertible, Voting Preferred Stock, $0.001 par value, issued pro-rata to the shareholders of Wireless Village on January 23, 2008.

Wireless Village is a privately held Nevada corporation based in Cleveland, Ohio and has been providing technical services to Planet Halo on an ongoing basis since May 2007. Wireless Village designs, installs, maintains and operates wireless network providing high speed Internet access to consumers and businesses. Wireless Village also hosts web sites, provides customer service and billing platforms for Planet Halo and other clientele.

The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises.” The Company is devoting substantially all of its present efforts to establishing its new business, and its planned principal operations have not yet commenced. All losses accumulated since inception have been considered as part of the Company's development stage activities.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying Interim Consolidated Financial Statements are prepared in accordance with rules set forth in Regulation S-K of the Securities and Exchange Commission. Accordingly, these statements do not include

ONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

all disclosures required under generally accepted principles and should be read in conjunction with the audited financial statements included in the Company’s Form 10-K for the year ended June 30, 2009. In the opinion of management, all adjustments consisting of normal reoccurring accruals have been made to the financial statements. The results of operation for the three-month period ended September 30, 2009 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2010.

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of Concierge Technologies, Inc. (parent) and its wholly owned subsidiaries, Planet Halo, Inc. and Wireless Village from the date of acquisition. All significant inter-company transactions and accounts have been eliminated in consolidation.

USE OF ESTIMATES

The preparation of financial statements is in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

BASIC AND DILUTED NET LOSS PER SHARES

Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. As of September 30, 2009 the Company does not have any options or warrants, but has issued 5,000,000 shares of Series A preferred stock that can be converted to common stock at a ratio of 1:5 and 1,000,000 shares of Series B preferred stock that can be converted to common stock at a ratio of 1:20. The company has also accepted payment for 600,000 shares of Series B preferred stock but has yet to issue the shares as of September 30, 2009. The calculation of the weighted average number of shares outstanding takes into account these shares as though they have already been converted. There are no other dilutive securities outstanding.

REVENUE RECOGNITION

The company did not earn any revenue related to the PCA product or software since inception through September 30, 2009 and does not intend to offer the product for sale in the future. The remaining inventory of product has been reduced to zero value on the financial statements.

Planet Halo occasionally purchases consumer hardware for configuration or testing prior to release to subscribers. These items are listed in inventory or under Cost of Goods Sold and, when sold, recorded as hardware sales. Inventory amounts are expected to remain insignificant as most hardware sale invoices are paid by the customers immediately upon presentation. The Company recorded inventory at zero and $196 at September 30, 2009 and June 30, 2009, respectively.

ONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

of goods sold” when sold with resulting revenues recorded as hardware sales. These amounts have historically been insignificant, but are expected to increase over time. During the prior fiscal year, Wireless Village began selling hardware such as printers, flat screen TVs and computers. Subcontractors supplied installation of parts and labor. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectibility was reasonably assured. For the three-month periods ending September 30, 2008 and September 30, 2009, Wireless Village subscription sales were recorded as $3,719 and $652 respectively, support services were recorded as $950 and $1,158 respectively, hardware sales were recorded as $119 for September 30, 2008 and $1,238 for the three-month period ending September 30, 2009, and web hosting services were recorded as $930 and $784 respectively. Advanced, unearned, subscriptions of web hosting and Internet access were recorded on September 30, 2008 as $598 and for the three-month period ending September 30, 2009 as $900, including customer deposits for support services not yet delivered. Accounts receivable at June 30, 2009 and September 30, 2009 was recorded at $2,242 and $2,722 (net of bad debt allowance of $1,345), respectively.

INCOME TAXES

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

RECLASSIFICATIONS

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

RECENT PRONOUNCEMENTS

In June 2009, the FASB issued ASC 105 (previously SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles ("GAAP") - a replacement of FASB Statement No. 162), which will become the source of authoritative accounting principles generally accepted in the United States recognized by the FASB to be applied to nongovernmental entities. The Codification is effective in the third quarter of 2009, and accordingly, the Quarterly Report on Form 10-Q for the quarter ending September 30, 2009 and all subsequent public filings will reference the Codification as the sole source of authoritative literature. The Company does not believe that this will have a material effect on its consolidated financial statements.

In June 2009, the FASB issued amended standards for determining whether to consolidate a variable interest entity. These amended standards eliminate a mandatory quantitative approach to determine whether a variable interest gives the entity a controlling financial interest in a variable interest entity in favor of a qualitatively focused analysis, and require an ongoing reassessment of whether an entity is the primary beneficiary. These amended standards are effective for us beginning in the first quarter of fiscal year 2010 and we are currently evaluating the impact that adoption will have on our consolidated financial statements.

In June 2009, the FASB issued ASC 855 (previously SFAS No. 165, Subsequent Events), which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or available to be issued. It is effective for interim and annual periods ending after June 15, 2009. There was no material impact upon the adoption of this standard on the Company’s consolidated financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends ASC Topic 820, Measuring Liabilities at Fair Value, which provides additional guidance on the measurement of liabilities at fair value. These amended standards clarify that in circumstances in which a quoted price in an active market for the identical liability is not available, we are required to use the quoted price of the identical liability when traded as an asset, quoted prices for similar liabilities, or quoted prices for similar liabilities when traded as assets. If these quoted prices are not available, we are required to use another valuation technique, such as an income approach or a market approach. These amended standards are effective for us beginning in the fourth quarter of fiscal year 2009 and are not expected to have a significant impact on our consolidated financial statements.

ONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going concern. However, the Company did not earn significant revenue during the three-month period ended September 30, 2009. The Company has accumulated a deficit of $4,315,108 and a net loss of $20,232 during the three-month period ended September 30, 2009. The continuing losses have adversely affected the liquidity of the Company. Losses are expected to continue for the immediate future. The Company faces continuing significant business risks, which include but are not limited to, its ability to maintain vendor and supplier relationships by making timely payments when due.

In view of the matters described in the preceding paragraph, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort from inception through the period ended September 30, 2009, towards (i) obtaining additional equity, (ii) management of accrued expenses and accounts payable, (iii) initiation of the business strategies of the Planet Halo and Wireless Village subsidiaries, and (vi) searching for suitable synergistic partners for future business combinations that generate immediate revenues.

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

DUE FROM/TO RELATED PARTY

Concierge Technologies, Inc. has no bank account in its own name. Wallen Group, a consulting company headed by the C.E.O. and director of the Company, maintains an administrative account for the Company. As of September 30, 2009, the Wallen Group was holding $5,565 on behalf of Concierge, and as of June 30, 2009, the Company had $2,398 due to the Wallen Group.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following as of September 30, 2009 and June 30, 2009:


	September 30, 2009		June 30, 2009
Account payable	$	82,299	$	98,526
Accrued judgment		135,000		135,000
Accrued interest		60,335		57,499
Accrued accounting fees		23,500		17,500
Total	$	301,134	$	308,525

ONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTES PAYABLE – RELATED PARTIES


Notes payable consisted of the following at:	September 30, 2009		June 30, 2009
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, non-interest 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		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

Total Notes Payable	$	142,500	$	142,500

The Company has recorded interest expenses amounting to $2,869 for each of the three-month periods ended September 30, 2009 and September 30, 2008.

COMMON STOCK

In September 2009, the company sold 600,000 shares of its Series B Convertible, Voting, Preferred stock, par value $0.001. Although the company received full payment of the subscription from a venture capital firm that was associated with a shareholder, the share certificates were not issued as of September 30, 2009. The Company recorded the proceeds at $30,000 as other liabilities. The shares will be subsequently issued during the current quarter and the previous recording will be adjusted to $29,400 additional paid in capital and $600 at par value issued preferred Series B stock.

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS

The Company prepares its statements of cash flows using the indirect method as defined under the Financial Accounting Standard No. 95.

The amount reserved for income tax in the accompanying financial statements has been appropriately adjusted to reflect the current status of Planet Halo as a foreign corporation in the state of California.

During the three months ended September 30, 2009 and 2008 the Company did not pay any interest or income taxes.

ONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES

(A development stage company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

10.

LITIGATION

On May 6, 2002, a default judgment was awarded to Brookside Investments Ltd against, jointly and severally, Concierge, Inc, Allen E. Kahn, and The Whitehall Companies in the amount of $135,000 plus legal fees. The Company did not defend against the complaint by Brookside, which alleged that Brookside was entitled to a refund of their investment as a result of a breach of contract. Brookside had entered into a subscription agreement with Concierge, Inc., which called for, among other things, the pending merger between Starfest and Concierge to be completed within 180 days of the investment. The merger was not completed within 180 days and Brookside sought a refund of their investment, which Concierge was unable to provide. The Company has accrued the judgment amount of $135,000 in the year 2002 as litigation settlement in the accompanying financial statements. This amount is included in accrued expenses as of September 30, 2009.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company, through Planet Halo and Wireless Village, sells subscriptions to its wireless Internet access service in various increments, including daily, weekly, monthly and yearly. Transactions are completed online through credit card entries by the customer. Sales are recorded at the time the transaction is approved by the financial institution and revenues are earned over the life of the service term. During a brief period during the fiscal year ended June 2009, subscriber billing and customer care for Planet Halo was handed off to Wireless Village in an attempt to streamline operating costs. Therefore, the differences in subscriber revenues for the periods ending September 30, 2008 and September 30, 2009 were primarily attributed to allocation of those revenues between the two subsidiaries rather than a change in overall sales performance. For the three-month periods ending September 30, 2008 and 2009, subscription sales for Planet Halo were recorded as $838 and $3,759, respectively, whereas the subscription sales for Wireless Village for the same periods were $3,719 and $652, respectively. Total subscription sales were, therefore, $4,557 and $4,411, respectively, demonstrating insignificant change over the year of -3%.

Wireless Village also purchases consumer hardware for configuration prior to release to end users. These items are either listed in inventory if held beyond the close of the current accounting period, or summarized as “cost of goods sold” when sold with resulting revenues recorded as hardware sales. These amounts have historically been insignificant, but are expected to increase over time. During the prior fiscal year, Wireless Village began selling hardware such as printers, flat screen TVs and computers. Subcontractors supplied installation of parts and labor. Revenue was recognized after the subcontractors performed their services and/or the hardware was delivered, and the collectibility was reasonably assured. Support services for the three-month periods ending September 30, 2008 and 2009 were recorded as $950 and $1,158, respectively, an increase of 21%. Hardware sales were recorded as $119 for September 30, 2008 and $1,238 for the three-month period ending September 30, 2009, an increase of 940% or approximately 10 times the gross amount. Web hosting services were recorded as $930 and $784 respectively, or a 16% decline. Advanced, unearned, subscriptions of web hosting and Internet access were recorded on September 30, 2008 as $598 and for the three-month period ending September 30, 2009 as $900, including customer deposits for support services not yet delivered. Accounts receivable for the three-month periods ending September 30, 2008 and September 30, 2009 recorded at $2,242 and $2,722, respectively, a 21% increase due to an increase in support service sales.

Overall, net revenues for the three-month period ending September 30, 2009 were up $1,685 over the three-month period ending September 30, 2008, an increase of 26%.

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, or 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 significant 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 may still require additional funding to realize the business objectives of the Company. Planet Halo and Wireless Village are each in need of working capital to expand their market presence and to purchase additional network equipment into long-term service. Until such time as definitive agreements are reached with investors, any form of financing remains speculative. If the financing is not available, Wireless Village may not be able to proceed with its planned development, and Planet Halo may not be able to afford further expansion of its wireless networks. In the event financing is not completed, liquidity will depend upon increased operating profits from the existing infrastructure. In the event we are unable to raise working capital, the current profits do not increase, or we fail to source new business opportunities our funds will be exhausted at some point and continuing operations may be impossible.

Item 4.

Controls and Procedures

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

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings

Item 5.

Other Information

There remain 2 positions vacant on the Board of Directors of Concierge Technologies, Inc. as of November 6, 2009.

Item 6.

Exhibits

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


Exhibit		Item
2	-	Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
2	-	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.+
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-K FYE 06-30-04 on October 13, 2004; Commission File No. 000-29913, incorporated herein.

Previously filed with Form 10-K FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein.

Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for the Current Period 10-30-07; Commission File No. 000-29913, incorporated herein.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		CONCIERGE TECHNOLOGIES, INC.


Date:	November 16, 2009	By:	/s/ DAVID W. NEIBERT
			David W. Neibert Chief Executive Officer