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CUSIP
No.
206065203
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SCHEDULE
13D
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Page 1 of 8
Pages
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1
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NAME OF REPORTING
PERSONS
NICHOLAS
AND MELINDA GERBER LIVING TRUST
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
⌧
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3
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SEC USE
ONLY
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4
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SOURCE OF
FUNDS
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
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NUMBER
OF
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7
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SOLE VOTING
POWER
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
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REPORTING
PERSON
WITH
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10
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SHARED DISPOSITIVE
POWER
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
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14
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TYPE OF REPORTING
PERSON
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CUSIP
No.
206065203
|
SCHEDULE
13D
|
Page 2 of 8
Pages
|
|
1
|
NAME OF REPORTING
PERSONS
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
⌧
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE OF
FUNDS
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
|
|
NUMBER
OF
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7
|
SOLE VOTING
POWER
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ☐
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE OF REPORTING
PERSON
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Item1.
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
Preferred 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
.
Item2.
Identity
and Background
(a)This
statement on Amendment Number 1 to Schedule 13D is being filed
jointly by the following persons:
(1) The
Nicholas and Melinda Gerber Living Trust (the “
Gerber Trust
”) is a trust
organized under the laws of the state of California. The situs of
the Gerber Trust is California. The principal business of the
Gerber Trust is to manage and hold investments for the benefit of
the Gerber Trust’s beneficiaries. The address of the
principal office of the Gerber Trust, Trustee is
1999 Harrison Street, Suite 1530, Oakland, CA
94612.
(2)
Nicholas Daniel Gerber, a United States citizen, is the Chairman,
President and Principal Executive Officer of Concierge
Technologies, Inc. and the Chairman, President and Principal
Executive Officer at USCF Advisers LLC. The principal business and
office address for Mr. Gerber is business address is
1999 Harrison Street, Suite 1530, Oakland, CA
94612.
(b) This
filing is an amendment to the previous joint filing by Reporting
Persons with the Schoenberger Family Trust and Scott Schoenberger
on its own behalf (collectively, “Schoenberger”). The
Reporting Persons disclaims the existence of a “group”
with Schoenberger. Schoenberger 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.
Item3.
Source
and Amount of Funds or Other Consideration
(1) The
Reporting Person acquired 266,666,667 Common Stock Shares and
21,634,332 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 26,666,667
shares of Common Stock and 2,163,433 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 286,882,373 shares of Common Stock and 9,354,119 shares of
Series B Preferred Stock.
Item4.
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 266,666,667 shares of Common Stock to the Gerber
Trust. The Issuer also entered into a subscription agreement for
its Series B Preferred stock with the Gerber Trust, whereby the
Issuer issued 21,634,332 shares of Preferred Stock shares of Series
B Preferred Stock to the Gerber 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 26,666,667 shares of Common Stock and
2,163,433 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. Gerber was appointed as Chairman of the Board and
Chief Executive Officer of the Issuer.
(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 286,882,373
shares of Issuers Common Stock and 9,354,119 shares of Series B
Preferred 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.
Item5.
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. Gerber and the Gerber Trust, the percentages set forth below
and on pages 1 and 2 are based on 1,073,836,223 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 Schoenberger 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. Schoenberger and the Schoenberger Trust and Mr. Schoenberger
disclaims beneficial ownership of the Shares beneficially owned by
Mr. Gerber and the Gerber Trust.
(b)
543,900,080 Shares, consisting of 313,549,040 shares of Common
Stock and 11,517,552 shares of Series B Preferred Stock (which,
after giving effect to their conversion, would be 230,351,040
shares of Common Stock), are held by the Gerber Trust and Mr.
Gerber serves as sole trustee of the Gerber Trust, representing
47.34% of the outstanding shares of Common Stock (giving effect to
the conversion of the Series B Preferred Stock held by the Gerber
Trust). As such, the Gerber Trust and Mr. Gerber 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.
Item6.
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.
In
connection with the appointment of Mr. Gerber as the Chief
Executive Officer and as a director, Mr. Gerber executed a standard
indemnification agreements with the Issuer.
(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.
Item7.
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).
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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NICHOLAS
AND MELINDA GERBER LIVING TRUST
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/s/
Nicholas
Gerber
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Nicholas
Daniel Gerber
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Trustee
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NICHOLAS
DANIEL GERBER
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/s/
Nicholas Gerber
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Nicholas Daniel
Gerber
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