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Page
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PART I - FINANCIAL INFORMATION
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3
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Item 1. Financial Statements (Unaudited)
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3
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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20
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
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Item 4. Controls and Procedures
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22
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PART II – Other Information
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23
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Item 1.Legal Proceedings
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23
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Item 1A.Risk Factors
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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.
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Item 3.Defaults Upon Senior Securities
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Item 4 Mine Safety Disclosures
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Item 5. Other Information
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24
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Item 6. Exhibits
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24
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SIGNATURES
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26
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Page
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Consolidated Balance Sheets (Unaudited)
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4
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Consolidated Statements of Operations for the Three Month Periods
Ended September 30, 2015 and 2014 (Unaudited)
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5
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Consolidated Statements of Cash Flows for the Three Month
Periods Ended September 30, 2015 and 2014 (Unaudited)
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6
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Notes to Unaudited Financial Statements
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7
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
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(UNAUDITED)
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September 30,
2015
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June 30,
2015
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|||||||
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CURRENT ASSETS:
|
||||||||
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Cash & cash equivalents
|
$ | 491,286 | $ | 1,970,062 | ||||
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Accounts receivable, net
|
161,979 | 95,417 | ||||||
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Inventory, net
|
307,654 | 85,849 | ||||||
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Deposit
|
83,838 | - | ||||||
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Other current assets
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11,209 | - | ||||||
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Total current assets
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1,055,966 | 2,151,328 | ||||||
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Security deposits
|
12,732 | - | ||||||
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Property and equipment, net
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1,107,513 | - | ||||||
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Goodwill
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268,431 | - | ||||||
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Deposit
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- | 182,931 | ||||||
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Total assets
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$ | 2,444,643 | $ | 2,334,259 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
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CURRENT LIABILITIES:
|
||||||||
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Accounts payable and accrued expenses
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$ | 547,359 | $ | 269,501 | ||||
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Notes payable - related parties
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8,500 | 8,500 | ||||||
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Notes payable
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8,500 | 8,500 | ||||||
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Other current liabilities
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11,684 | - | ||||||
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Total liabilities
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576,042 | 286,501 | ||||||
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COMMITMENT & CONTINGENCY
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- | - | ||||||
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STOCKHOLDERS' EQUITY
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- | - | ||||||
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Preferred stock, 50,000,000 authorized par $0.001
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||||||||
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Series B: 37,543,544 issued and outstanding at September 30, 2015 and June 30, 2015
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37,543 | 37,543 | ||||||
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Common stock, $0.001 par value; 900,000,000 shares authorized; 679,536,298 shares issued and outstanding at September 30, 2015 and at June 30, 2015
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679,537 | 679,537 | ||||||
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Additional paid-in capital
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7,680,248 | 7,680,248 | ||||||
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Accumulated other comprehensive expense
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(86,204 | ) | - | |||||
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Accumulated deficit
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(6,442,524 | ) | (6,349,570 | ) | ||||
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Total Stockholders' equity
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1,868,601 | 2,047,758 | ||||||
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Total liabilities and Stockholders' equity
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$ | 2,444,643 | $ | 2,334,259 | ||||
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The accompanying notes are an integral part of these unaudited consolidated financial statements.
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||||||||
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
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||||||||
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||||||||
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(UNAUDITED)
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||||||||
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For the Three-Month Periods Ending
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||||||||
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September 30,
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||||||||
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2015
|
2014
|
|||||||
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Net revenue
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$ | 721,725 | $ | - | ||||
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Cost of revenue
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557,950 | - | ||||||
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Gross profit
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163,774 | - | ||||||
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Operating expense
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||||||||
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General & administrative expense
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238,187 | 13,766 | ||||||
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Operating Loss
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(74,412 | ) | (13,766 | ) | ||||
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Other income (expense)
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||||||||
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Interest income
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1,406 | (46,081 | ) | |||||
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Change in fair value of derivative
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- | (34,765 | ) | |||||
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Total other income (expense)
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1,406 | (80,846 | ) | |||||
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Loss from continuing operations before income taxes
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(73,006 | ) | (94,611 | ) | ||||
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Loss from Discontinued Operations
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Loss from discontinued operations
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- | (67,021 | ) | |||||
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Loss from Discontinued Operations
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- | (67,021 | ) | |||||
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Net Loss
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$ | (73,006 | ) | $ | (161,632 | ) | ||
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Other comprehensiveloss
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||||||||
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Foreign currency translation gain/loss
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(86,204 | ) | - | |||||
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Comprehensive loss
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$ | (86,204 | ) | $ | - | |||
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Weighted average shares of common stock *
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- | |||||||
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Basic
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679,536,298 | 241,472,796 | ||||||
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Diluted
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679,536,298 | 241,472,796 | ||||||
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Net loss per common share-continued operations
|
||||||||
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Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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Net loss per common share-discontinued operations
|
||||||||
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Basic and Diluted
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$ | - | $ | (0.00 | ) | |||
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Net loss per common share
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||||||||
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Basic and Diluted
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$ | (0.00 | ) | $ | (0.00 | ) | ||
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CONCIERGE TECHNOLOGIES, INC. AND SUBSIDIARIES
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||||||||
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||||||||
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(UNAUDITED)
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||||||||
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For the Three-Month Periods Ended September 30,
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||||||||
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2015
|
2014
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|||||||
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CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
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Net loss
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$ | (73,006 | ) | $ | (161,632 | ) | ||
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Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
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Depreciation
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37,329 | - | ||||||
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Derivative Expense
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- | 49,782 | ||||||
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Change in fair value of derivative liability
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- | (15,017 | ) | |||||
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Amortization of debt issuance cost
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- | 40,748 | ||||||
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(Increase) decrease in current assets:
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Accounts receivable
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180,067 | - | ||||||
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Inventory
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36,706 | - | ||||||
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Other assets
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(60,747 | ) | (1,245 | ) | ||||
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Increase (decrease) in current liabilities:
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Accounts payable & accrued expenses
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1,072 | (670,882 | ) | |||||
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Advances from customers
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- | (8,090 | ) | |||||
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Cash
used in operating activities - continuing operations
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121,420 | (766,336 | ) | |||||
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Cash provided by operating activities - discontinued operations
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- | 767,356 | ||||||
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Net cash provided by (used in) operating activities
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121,420 | 1,020 | ||||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Acquisition of fixed assets from a subsidiary
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(38,361 | ) | - | |||||
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Cash paid for acquisition of subsidiary net of subsidiary cash acquired
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(1,519,802 | ) | - | |||||
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Due from related party
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- | (252 | ) | |||||
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Cash used in investing activities - continuing operations
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(1,558,163 | ) | (252 | ) | ||||
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Cash used in investing activities - discontinued operations
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- | - | ||||||
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Net cash used in investing activities
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(1,558,163 | ) | (252 | ) | ||||
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Effect of exchange rate change on cash and cash equivalents
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(42,034 | ) | - | |||||
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NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS
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(1,478,776 | ) | 768 | |||||
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CASH & CASH EQUIVALENTS, BEGINNING BALANCE
|
1,970,062 | 20,454 | ||||||
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CASH & CASH EQUIVALENTS, ENDING BALANCE
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$ | 491,286 | $ | 21,222 | ||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
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Cash paid during the period for:
|
||||||||
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Income taxes paid
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$ | - | $ | 26,550 | ||||
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SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
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Issuance of common stock in partial settlement of convertible debenture
|
$ | - | $ | 28,000 | ||||
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September 30, 2015
|
June 30,
2015
|
|||||||
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Furniture & Office Equipment
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$ | 12,910 | $ | 12,910 | ||||
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Fixed Assets, New Zealand
|
1,144,842 | |||||||
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Total Fixed Assets
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1,157,752 | 12,910 | ||||||
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Accumulated Depreciation
|
(50,239 | ) | (12,910 | ) | ||||
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Total Fixed Assets, Net
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$ | 1,107,513 | $ | - | ||||
|
September 30, 2015
|
June 30,
2015
|
|||||||
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Notes payable to shareholder, interest rate of 10%, unsecured and payable on July 31, 2004 (past due)
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5,000 | 5,000 | ||||||
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Notes payable to shareholder, interest rate of 8%, unsecured and payable on December 31, 2012 (past due)
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3,500 | 3,500 | ||||||
| $ | 8,500 | 8,500 | ||||||
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September 30,
2015
|
June 30,
2015
|
|||||||
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Accounts payable
|
$ | 236,289 | $ | 108,860 | ||||
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Sales Tax payable
|
658 | 360 | ||||||
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Accrued judgment
|
135,000 | 135,000 | ||||||
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Accrued interest
|
980 | 781 | ||||||
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Auditing
|
3,500 | 24,500 | ||||||
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Accrued expenses
|
170,932 | - | ||||||
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Total
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$ | 547,359 | $ | 269,501 | ||||
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Quoted Prices
|
||||||||||||||||
|
in Active
|
Significant
|
|||||||||||||||
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Markets for
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Other
|
Significant
|
||||||||||||||
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Identical
|
Observable
|
Unobservable
|
||||||||||||||
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Instruments
|
Inputs
|
Inputs
|
||||||||||||||
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Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
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Derivative Liability
|
$ | – | $ | – | $ | - | $ | - | ||||||||
|
Roll-forward
of Balance
|
||||||||||||||||
|
Derivative liability for Convertible Debentures
|
67,571 | |||||||||||||||
|
Change in value of derivative liability during the period ended June 30, 2015
|
(67,571 | ) | ||||||||||||||
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Balance, June 30, 2015
|
$ | - | ||||||||||||||
| Cash | $ | 50,695 | ||
|
Accounts Receivable
|
259,662 | |||
|
Pre Payments
|
11,246 | |||
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Inventory
|
256,271 | |||
|
Furniture/Fixtures
|
1,207,762 | |||
|
Goodwill
|
268,431 | |||
|
Total Assets
|
2,054,067 | |||
|
Accrued Expenses
|
37,233 | |||
|
Accounts Payable
|
216,718 | |||
|
Accrued Holiday Pay
|
46,013 | |||
|
Employee Entitlements
|
675 | |||
|
Total Liabilities
|
300,639 | |||
|
Net Assets Acquired
|
$ | 1,753,428 |
|
May 7, 2015
|
||||
|
Cash and cash equivalents
|
$
|
130,052
|
||
|
Accounts receivable, net
|
66,015
|
|||
|
Due from related party
|
167,443
|
|||
|
Inventory, net
|
190,499
|
|||
|
Pre-Paid inventory, advance to supplier
|
219,149
|
|||
|
Payroll advance
|
1,935
|
|||
|
Current assets of subsidiary
|
$
|
775,093
|
||
|
Security deposits
|
11,222
|
|||
|
Equipment
|
2,483
|
|||
|
Network/office equipment
|
34,589
|
|||
|
Accumulated depreciation
|
(30,820
|
)
|
||
|
Non-Current assets of subsidiary
|
$
|
17,473
|
||
|
Total Assets of subsidiary
|
$
|
792,567
|
||
|
May 7, 2015
|
||||
|
Accounts payable
|
$
|
285,512
|
||
|
Sales tax liability
|
3,914
|
|||
|
CA income tax provision
|
-
|
|||
|
Payroll taxes payable
|
529
|
|||
|
Total Accrued Expenses
|
289,955
|
|||
|
Customer advances
|
82,475
|
|||
|
Notes payable-related parties
|
-
|
|||
|
Notes payable
|
-
|
|||
|
Debt payable to Concierge
|
344,052
|
|||
|
Total liabilities of subsidiary
|
$
|
716,482
|
||
|
Fiscal years ending March 31, for Gourmet Foods, Ltd.
|
$ | |||
|
2016
|
157,406 | |||
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2017
|
142,362 | |||
|
2018
|
114,704 | |||
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2019
|
40,333 | |||
| 454,806 | ||||
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As of
September 30, 2015
|
As of
June 30, 2015
|
|||||
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Identifiable assets:
|
||||||
|
Corporate headquarters
|
$ |
420,703
|
$
|
2,132,164
|
||
|
North America
|
173,187
|
202,095
|
||||
|
Asia – Pacific
|
1,850,753
|
-
|
||||
|
Consolidated
|
$ |
2,444,643
|
$
|
2,334,259
|
||
|
September 30,
2015
|
||||
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Revenues from unaffiliated customers:
|
||||
|
North America
|
$ | 121,200 | ||
|
Asia – Pacific
|
600,525 | |||
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Consolidated
|
$ | 721,725 | ||
|
Net income (loss) after taxes:
|
||||
|
Corporate headquarters
|
$ | (73,701 | ) | |
|
North America
|
(1,670 | ) | ||
|
Asia – Pacific
|
2,365 | |||
|
Consolidated
|
$ | (73,006 | ) | |
|
2015
|
||||
|
Capital expenditures:
|
||||
|
Asia - Pacific
|
$ |
38,361
|
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|
Item 1A.
|
Risk Factors.
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Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
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2.1
|
-
|
Stock Purchase Agreement of March 6, 2000 between Starfest, Inc. and MAS Capital, Inc.*
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2.2
|
-
|
Stock Purchase Agreement among Concierge Technologies, Inc., Wireless Village, Inc., Bill Robb and Daniel Britt.++
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3.1
|
-
|
Certificate of Amendment of Articles of Incorporation of Starfest, Inc. and its earlier articles of incorporation.*
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3.2
|
-
|
Bylaws of Concierge, Inc., which became the Bylaws of Concierge Technologies upon its merger with Starfest, Inc. on March 20, 2002.*
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3.5
|
-
|
Articles of Merger of Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of Nevada on March 1, 2002.**
|
|
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3.6
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc. filed with the Secretary of State of California on March 20, 2002.**
|
|
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3.7
|
-
|
Articles of Incorporation of Concierge Technologies, Inc. filed with the Secretary of State of Nevada on April 20, 2005.+
|
|
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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.+
|
|
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3.9
|
-
|
Amendment to Articles of Incorporation as filed with the Definitive Information Schedule 14c filed with the SEC on December 3, 2010 and with the Nevada Secretary of State on December 23, 2010.
|
|
|
10.1
|
-
|
Agreement of Merger between Starfest, Inc. and Concierge, Inc.*
|
|
14.1
|
- Code of Ethics for CEO and Senior Financial Officers.***
|
|
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
-
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
-
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
*Previously filed with Form 8-K12G3 on March 10, 2000; Commission File No. 000-29913, incorporated herein.
|
|
|
**Previously filed with Form 8-K on April 2, 2002; Commission File No. 000-29913, incorporated herein.
|
|
|
***Previously filed with Form 10-K FYE 06-30-04 on October 13, 2004; Commission File No. 000-29913, incorporated herein.
|
|
|
+Previously filed with Form 10-K FYE 06-30-06 on October 13, 2006; Commission File No. 000-29913, incorporated herein.
|
|
|
++Previously filed on November 5, 2007 as Exhibit 10.2 to Concierge Technologies’ Form 8-K for the Current Period 10-30-07; Commission File No. 000-29913, incorporated herein.
|
| CONCIERGE TECHNOLOGIES, INC. | |||
|
By:
|
// Nicholas Gerber | ||
| Nicholas Gerber, Chief Executive Officer | |||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|