Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D/A
(Amendment No.1)
Under the Securities Exchange Act of 1934
Concierge Technologies, Inc.
(Name
of Issuer)
Common Stock
(Title
of Class of Securities)
206065203
(CUSIP
Number)
|
Scott Schoenberger
1714 14th
Street
Santa Monica, CA 90404
310-895-6358
|
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
December 9, 2016
(Date
of Event Which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
..
Note: Schedules
filed in paper format shall include a signed original and five
copies of the schedule, including all
exhibits. See § 240.13d-7
for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE
13D
|
CUSIP
No. 206065203
|
|
Page 3 of
4
|
|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCHOENBERGER FAMILY TRUST
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☒
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
PF
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|
☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
140,939,285
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
140,939,285
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,939,285 (See Item
5)
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27% (See Item
5)
|
||||
|
14
|
TYPE OF
REPORTING PERSON
OO
|
||||
SCHEDULE
13D
|
CUSIP
No. 206065203
|
|
Page 4 of 4
|
|
1
|
NAME OF
REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SCOTT SCHOENBERGER
|
||||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☒
|
||||
|
3
|
SEC USE
ONLY
|
||||
|
4
|
SOURCE
OF FUNDS*
PF
|
||||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
|
☐
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|||
|
8
|
SHARED
VOTING POWER
140,939,285
|
||||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||||
|
10
|
SHARED
DISPOSITIVE POWER
140,939,285
|
||||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
140,939,285 (See Item
5)
|
||||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
☐
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.27% (See Item
5)
|
||||
|
14
|
TYPE OF
REPORTING PERSON
IN
|
||||
Item
1.
Security
and Issuer
This
statement on Schedule 13D (the “Statement”) relates to
the shares of common stock, par value $0.001 per share (the
“Common
Stock”) and shares of Series B Voting, Convertible
P
referred Stock, par value $0.001 per share, each of which is
convertible into 20 shares of Common Stock and, until converted,
has 20 votes on all matters brought before the Issuer’s
shareholders (the “Series B Preferred Stock”
and together with the Common Stock, the “Shares”), of Concierge
Technologies, Inc. (the “Issuer”) by each of the
reporting persons named herein (each, individually, a
“Reporting
Person” and collectively the “Reporting
Persons”).
The
address of the principal executive offices of the Issuer is
29115 Valley Center Rd. #K-206, Valley
Center, CA 92082.
Item
2.
Identity
and Background
(a)
This statement on Amendment Number 1 to Schedule 13D is being
filed jointly by the following persons:
(1)
Schoenberger Family Trust (the “Schoenberger Trust”) is a
trust organized under the laws of the state of California. The
situs of the Schoenberger Trust is California. The principal
business of the Schoenberger Trust is to manage and hold
investments for the benefit of the Schoenberger Trust’s
beneficiaries. The address of the principal office of the
Schoenberger Trust is 1714 14th Street, Santa
Monica, CA 90404.
(2)
Scott Schoenberger, a United States
citizen, is the owner and Chief Executive Officer of
KAS Engineering, Inc. The
principal business and office address for Mr. Schoenberger is 1714
14th
Street, Santa Monica, CA 90404.
(b)
This filing is an amendment to the previous joint filing by
Reporting Persons with the Nicholas and Melinda Gerber Living Trust
and Nicholas Gerber on its own behalf (collectively,
“Gerber”). The Reporting Persons disclaims the
existence of a “group” with Gerber. Gerber is filing
its own Amendment 1 to Schedule 13D separately from the current
filing.
(c)
During the last five years, none of the Reporting Persons has
been:
(1) convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or
(2) a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding such
Reporting Person is or was subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item
3.
Source
and Amount of Funds or Other Consideration
(1) The
Reporting Person acquired 133,333,333 Common Stock Shares and
10,817,167 shares of Series B Preferred Stock pursuant to the
Purchase Agreement discussed in Item 4 (1) below. The funds to
purchase were derived from the personal funds of the Reporting
Persons. An aggregate of $3,000,000.00 USD was paid to acquire the
shares as previously reported. On December 15, 2015, the Issuer
effected a one for ten reverse stock split of its Common Stock and
Series B Preferred Stock (the “Stock Split”). As a
result of the Stock Split, the Reporting Person now owns 13,333,334
shares of Common Stock and 1,081,717 shares of Series B Preferred
Stock.
(2) The
consideration for the acquisition of the additional shares reported
herein was a stock for stock exchange pursuant to the Stock
Purchase Agreement with Wainwright Holdings, Inc. dated September
19, 2016, described further in Item 4(2) below. The Reporting
Person exchanged 100% of its ownership in Wainwright Holdings, Inc.
for 105,971,611 shares of the Issuers Common Stock.
Item
4.
Purpose
of Transaction
(1) On
January 26, 2015, the Reporting Persons entered into a Stock
Purchase Agreement (the “Purchase Agreement”) with
the Issuer, whereby the Issuer agreed to issue and sell an
aggregate 400,000,000 shares of Common Stock at a purchase price of
$0.0029 per share and 32,451,499 shares of Series B Preferred Stock
at a purchase price of $0.0567 per share, for an aggregate purchase
price of $3,000,000 USD (the “Offering”). Each share of
Series B Preferred Stock is convertible, at the option of the
Reporting Person, into 20 shares of Common Stock 270 days after its
issuance; provided, however, that all shares of Series B Preferred
Stock must be converted by the holder at the same time, and such
conversion may only occur at a time when the Issuer has sufficient
authorized shares of Common Stock under its articles of
incorporation to satisfy such conversion. Until converted, each
share of Series B Preferred Stock may cast 20 votes on all matters
brought before the Issuer’s shareholders.
To
effect the purchase, the Issuer entered into a subscription
agreement for its Common Stock with the Reporting Person, whereby
the Issuer issued 133,333,333 shares of Common Stock to the
Schoenberger Trust. The Issuer also entered into a subscription
agreement for its Series B Preferred stock with the Schoenberger
Trust, whereby the Issuer issued 10,817,167 shares of Preferred
Stock shares of Series B Preferred Stock to the Schoenberger Trust.
On December 15, 2015, the Issuer effected a one for ten reverse
stock split of its Common Stock and Series B Preferred Stock. As a
result of the Stock Split, the Reporting Person owns 13,333,334
shares of Common Stock and 1,081,717 shares of Series B Preferred
Stock.
The
purpose of the Reporting Persons’ entry into the Purchase
Agreement was for the Reporting Persons to acquire control of the
Issuer, reorganize the Issuer’s board of directors (the
“Board”) to reduce
outstanding debt, and provide capital to fund the Issuer’s
immediate working capital requirements. Pursuant to the Purchase
Agreement, Mr. Schoenberger was appointed as member of the
Issuer’s Board.
(2) On
September 19, 2016, the Issuer, entered into a conditional Stock
Purchase Agreement (the “Agreement”), with Wainwright
Holdings, Inc., a Delaware corporation (“Wainwright”)
and certain shareholders of Wainwright (the “Sellers”),
pursuant to which the Sellers conditionally agreed to sell, and the
Company conditionally agreed to purchase, shares representing
approximately 97% of the total issued and outstanding common stock
of Wainwright (the “Wainwright Shares”). If the Company
acquires 100% of the issued and outstanding shares of Wainwright,
based on a valuation of $85 million and a per share price of
Company common stock of $0.085, the Company will issue 818,799,976
shares of Company common stock and 9,354,118.85 shares of Company
preferred stock in exchange for the Wainwright shares. A copy of
the Agreement, as set forth in Item 7 is incorporated herein by
reference.
As a
result of the Closing, on December 9, 2016, the current
shareholders of Wainwright became shareholders of the Issuer. The
Reporting Persons owned the majority of the Wainwright Shares as
well as the Issuer’s voting shares, and will continue own the
majority of the Company’s voting shares following the
Closing.
At
Closing, the Issuer issued to the Reporting Person 105,971,611
shares of Issuers Common Stock (“Newly Acquired
Shares”) in exchange for the Reporting Person’s
pro-rata ownership of the Wainwright Shares.
(3) The
Reporting Persons currently hold the shares of Common Stock and
Series B Preferred Stock reported herein for the purpose of
investment and influencing management, and intends to review this
investment on a continuing basis. Depending on various factors,
including but not limited to the Reporting Persons’ business,
financial position, strategic direction and prospects, price levels
of the Common Stock or Series B Preferred Stock, conditions of the
securities markets, and general economic and industry conditions,
the Reporting Persons may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate,
including but not limited to changing his current intentions, with
respect to any or all matters required to be disclosed in this
Statement.
Item
5.
Interest
in Securities of the Issuer
(a) The percentages set forth below and on pages 1
and 2 hereof are based on the sum of 67,953,870 shares of Common
Stock issued and outstanding, as December 9, 2016, and the number
of shares of Common Stock issuable upon the conversion of the
Series B Preferred Stock held by each Reporting Person, as required
by Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”). In the case
of Mr. Schoenberger and the Schoenberger Trust, the percentages set
forth below and on pages 1 and 2 are based on 908,388,187 shares of
Common Stock outstanding.
By virtue of the
manner in which the Reporting Person acquired the shares
beneficially held prior to this Amendment Number 1 to Schedule 13D,
the Reporting Person and Mr. Gerber may be deemed to have formed a
“group” within the meaning of Section 13(d)(3) of the
Exchange Act However, the Reporting Person disclaims beneficial
ownership of the Shares beneficially owned by Mr. Gerber and the
Gerber Trust and Mr. Gerber disclaims beneficial ownership of the
Shares beneficially owned by Mr. Schoenberger and the Schoenber
Trust.
(b)
(i) 140,939,285 of the Shares, consisting of 119,304,945 shares of
Common Stock and 1,081,717 shares of Series B Preferred Stock
(which, after giving effect to their conversion, would be
21,634,340 shares of Common Stock), are held by the Schoenberger
Trust and Mr. Schoenberger r serves as sole trustee of the
Schoenberger Trust, representing 12.27% of the outstanding shares
of Common Stock (giving effect to the conversion of the Series B
Preferred Stock held by the Schoenberger Trust). As such, the
Schoenberger Trust and Mr. Schoenberger share power to vote or to
direct the vote of the Shares and share power to dispose or to
direct the disposition of these Shares.
(c)
Other than the
acquisition of the Shares described herein which closed on December
9, 2016, there have been no transactions in the Issuer’s
Common Stock effected by the Reporting Persons during the past 60
days.
(d)
No person (other
than the Reporting Persons) is known to have the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Shares.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
(1) See
Item 4(1) of this Statement for a description of the Purchase
Agreement. Pursuant to the Purchase Agreement, the Reporting
Persons entered into Subscription Agreements for Shares of the
Issuer’s Common Stock, dated as of January 26, 2015 and
Subscription Agreements for Shares of the Issuer’s Series B
Voting, Convertible Preferred Stock, dated as of January 26, 2015.
The Purchase Agreement was previously filed with the Issuer’s
Current Report on Form 8-K, filed on January 29, 2015 and
incorporated herein by reference
In
connection with the Offering, the Issuer entered into a
registration rights agreement (the "Registration Rights Agreement")
with the Reporting Persons, pursuant to which the Issuer agreed to
file a registration statement with the Securities and Exchange
Commission (the "SEC") covering all shares of
Common Stock, including those shares of Common Stock issuable upon
conversion of the Series B Preferred Stock sold in the
Offering.
(2) See
Item 4(2) of this Statement for a description of the Agreement with
Wainwright Holdings, Inc., which closed on December 9, 2016. The
Agreement previously filed with Issuer’s Current Report on
Form 8-K, filed on September 19, 2016, incorporated herein by
reference.
Item
7.
Materials
to be Filed as Exhibits
Exhibit Number
Description
of Exhibit
______________________________________________________________________________________
Exhibit
1
Purchase Agreement
dated January 26, 2015 (previously filed with the Issuer’s
Current Report on Form 8-K, filed on January 29, 2015 and
incorporated herein by reference)
Exhibit
2
Registration Rights
Agreement, dated January 26, 2015 (previously filed with the
Issuer’s Current Report on Form 8-K, filed on January 29,
2015 and incorporated herein by reference)
Exhibit
3
Stock Purchase
Agreement By and Among Concierge Technologies, Inc., Wainwright
Holdings, Inc. and Each of the Individuals and Entities Executing
Signature Pages Attached Thereto (previously filed with
Issuer’s Current Report on Form 8-K, filed on September 19,
2016 and incorporated by reference herein).
SIGNATURE
After
reasonable inquiry and to the best of his or its knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
December 19, 2016
SCHOENBERGER
FAMILY TRUST
/s/ Scott Schoenberger
Scott
Schoenberger
Trustee
SCOTT
SCHOENBERGER
Scott
Schoenberger