U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to __________
STARFEST, INC.
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(Exact name of registrant as specified in its charter)
Commission File No. 000-29913
State of Incorporation: Nevada
IRS Employer I.D. Number: 95-4442384
9494 East Redfield Road, #1136
Scottsdale, Arizona 85260
Telephone 480-551-8280
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(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 [X] No [ ]
As of June 30, 2000, there were 23,000,000 shares of the Registrant's
Common Stock, no par value, outstanding.
Transitional Small Business Disclosure Format (check one): Yes[ ] No[X]
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE>
Starfest, Inc. and Subsidiary
CONSOLIDATED BALANCE SHEET
June 30, 2000
ASSETS
------
<TABLE>
Current Assets
--------------
<S> <C> <C>
Cash $ 1,105
----------
Total Current Assets $ 1,105
----------
Total Assets $ 1,105
==========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
-------------------
Accounts payable $ 16,044
Related Party Notes Payable 347,502
----------
Total Current Liabilities $ 363,546
Shareholders' Deficit
Authorized; 65,000,000 no par value
common shares, issued and outstanding,
23,000,000 common shares 2,647,353
Accumulated deficit (3,009,794)
---------
Total Shareholders' Deficit (362,441)
----------
Total Liabilities and
Shareholders' Deficit $ 1,105
==========
</TABLE>
See accountant's review report and accompanying notes
3
<PAGE>
Starfest, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Three Months Ended June 30,
-----------------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
REVENUES $ 0 $ 0
OPERATING EXPENSES
General and Administrative Expenses 17,611 174,586
---------- ----------
(LOSS) FROM OPERATIONS (17,611) (174,586)
PROVISION FOR INCOME TAXES 800 800
---------- ----------
NET LOSS (18,411) (175,386)
ACCUMULATED DEFICIT -- beginning of year (2,991,383) (2,138,251)
---------- ----------
ACCUMULATED DEFICIT -- end of year (3,009,794) (2,316,861)
========== ==========
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 23,086,813 18,885,856
========== ==========
BASIC LOSS PER COMMON SHARE $ (.00) $ (.01)
========== ==========
DILUTED LOSS PER COMMON SHARE $ (.00) $ (.01)
========== ==========
</TABLE>
See accountant's review report and accompanying notes
4
<PAGE>
Starfest, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Six Months Ended June 30,
---------------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
<S> <C> <C>
REVENUES $ 0 $ 0
---------- ----------
OPERATING EXPENSES
General and Administative Expenses 352,137 177,810
---------- ----------
(LOSS) FROM OPERATIONS (352,137) (177,810)
PROVISION FOR INCOME TAXES 800 800
---------- ----------
NET LOSS (352,937) (178,610)
========== ==========
ACCUMULATED DEFICIT -- beginning of year (2,656,857) (2,656,857)
---------- ----------
ACCUMULATED DEFICIT -- end of year (3,009,794) (2,835,467)
========== ==========
BASIC AND DILUTED WEIGHTED AVERAGE
NUMBER OF COMMON SHARES OUTSTANDING 22,914,637 12,713,605
========== ==========
BASIC LOSS PER COMMON SHARE $ (.02) $ (.01)
========== ==========
DILUTED LOSS PER COMMON SHARE $ (.02) $ (.01)
========== ==========
</TABLE>
See accountant's review report and accompanying notes
5
<PAGE>
Starfest, Inc. and Subsidiary
CONSOLIDATED STATEMENT OF CASH FLOWS
Six Months Ended June 30,
-------------------------
<TABLE>
<CAPTION>
2000 1999
---- ----
CASH FLOW FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Loss $ (352,937) $ (178,610)
Adjustments to reconcile Net Loss To Net
Cash Used by Operating Activities:
Loss on disposal of equipment 0 2,216
Shares issued for services 702 358
Shares issued for debt extinguishment 0 646,379
Shares issued for assets 0 118,000
---------- ----------
Total Adjustments 702 766,953
INCREASE (DECREASE) IN LIABILITIES
Accounts payable (1,643) (413,692)
Other liabilities 0 (108,800)
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NET CASH USED BY OPERATING ACTIVITIES (353,878) (65,851)
CASH FLOWS FROM INVESTING ACTIVITIES
Internet assets received in exchange for stock 0 (118,000)
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NET CASH USED BY INVESTING ACTIVITIES (353,878) 0
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CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Concierge, Inc. 100,000 0
Advances from stockholders 247,502 0
Common stock issued for cash 7,000 190,000
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NET CASH PROVIDED BY FINANCING ACTIVITIES 354,502 190,000
---------- ----------
NET CASH PROVIDED FROM ALL ACTIVITIES 624 6,149
CASH - Beginning of Period 481 0
---------- ----------
CASH - End of Period $ 1,105 $ 6,149
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash Paid During the Period for:
Interest $ 0 $ 0
Income taxes $ 0 $ 0
NON-CASH FINANCING TRANSACTIONS:
Shares for services $ 702 $ 358
Shares for debt extinguishment $ 0 $ 0
</TABLE>
See accountant's review report and accompanying notes
6
<PAGE>
Starfest, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000 and June 30, 1999
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
(a) Starfest, 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. The Company purchased an
internet site for $118,000 in April 1999 (paid with $2,950,000 shares of
Starfest common stock). The site generated no revenues. The site was
abandoned in December 1999 and expensed at that time. The Company is
negotiating a merger agreement with a company (see Note 3). The purpose
of the merger is to effect an online communication retrieval system such
as e-mail via the telephone.
In March 2000, the Company acquired approximately 96.83% ($8,250,000
shares) of the common stock of MAS Acquisition XX, Corp. (MAS XX) in a
purchase acquisition for $314,688. The purchased Company had not assets
or liabilities so the off-set to the purchase price was treated as
goodwill. This goodwill amount was expensed in March 2000 at the time of
the acquisition since it did not have any future value for the entities.
(b) Cash Equivalents
----------------
Cash equivalents consist of funds invested in money market accounts and
investments with a maturity of three months or less when purchased.
There were no cash equivalents for the three months ended June 30, 2000
and June 30, 1999.
(c) Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principals requires management to make estimates and
assumptions that affect the amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
(d) Issuance of Shares for Service
------------------------------
Valuation of shares for services is based on the estimated fair market
value of the services performed.
(e) Income Taxes
------------
The Company's uses the liability method of accounting for income taxes
specified by SFAS No. 109, "Accounting for Income Taxes", whereby
deferred tax liabilities and assets are determined based on the
difference between financial statements and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. Deferred tax assets are recognized
and measured based on the likelihood of realization of the related tax
benefit in the future. The Company had no material net deferred tax
assets or liabilities at June 30, 2000 and June 30, 1999.
<PAGE>
Starfest, Inc. and Subsidiary
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cont.'d
June 30, 2000 and June 30, 1999
(f) Loss Per Share
--------------
In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128 "Earnings Per Share." The statement replaced primary
EPS with basic EPS which is computed by dividing reported earnings
available to common shareholders by weighted average shares outstanding.
The provision requires the calculation of diluted EPS. The company uses
the method specified by the statement.
2. ADVERTISING
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Advertising is expensed as incurred.
3. MERGER NEGOTIATIONS
-------------------
On January 26, 2000 the Company entered into an agreement of merger with
Concierge, Inc., a Nevada corporation, pursuant to which, should the merger
be approved by the shareholders of both companies, the presently outstanding
1,376,380 shares of common stock of Concierge, Inc. will be converted into
shares of common stock of the Company on the basis of 70,444 shares of
Starfest, Inc. to be issued for each share of Concierge, Inc. The Company is
registering 96,957,713 shares of its common stock on a Form S-4 to be filed
with the Securities and Exchange Commission to be available should the merger
be approved.
4. RELATED PARTY NOTES PAYABLE
---------------------------
Notes payable to shareholders are non-interest bearing, unsecured with no
specified due date in the amount of $247,502. Note payable to Concierge, Inc.
is non-interest bearing with no specified due date in the amount of $100,000.
Total related party notes payable is $347,502.
5. GOING CONCERN UNCERTAINTIES
---------------------------
The Company's financial statements have been presented on the basis that it
is a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
incurred a net loss of $352,937 for the six months ended June 30, 2000 and a
net loss of $18,411 for the three months ended June 30, 2000.
These factors, among others, raise substantial doubt as to the Company's
ability to continue as a going concern.
The Company's management intends to raise additional operating funds through
equity and/or debt offerings. However, there can be no assurance management
will be successful in this endeavor.
<PAGE>
Item 2. Plan of Operation
On January 26, 2000 the company entered into an agreement of merger with
Concierge, Inc., a Nevada corporation, pursuant to which, should the merger be
approved by the shareholders of both companies, the presently outstanding
1,376,380 shares of common stock of Concierge, Inc. will be converted into
shares of common stock of the company on the basis of 70.444 shares of Starfest,
Inc. to be issued for each share of Concierge, Inc. The company is registering
96,957,713 shares of its common stock on a Form S-4 to be filed with the
Securities and Exchange Commission to be available should the merger be
approved.
Should the merger not be approved, Starfest will seek another merger
partner. Our sole "asset" is our status as a public company whose stock trades
on the OTC Bulletin Board.
Pursuant to a Stock Purchase Agreement (the "Purchase Agreement") dated
March 6, 2000 between (1) MAS Capital, Inc., an Indiana corporation, the
controlling shareholder of MAS Acquisition XX Corp. ("MAS XX"), an Indiana
corporation, and (2) Starfest, approximately 96.83 percent (8,250,000 shares) of
the outstanding shares of common stock of MAS Acquisition XX Corp. were
exchanged for $100,000 and 150,000 shares of common stock of Starfest in a
transaction in which Starfest became the parent corporation of MAS XX.
Upon execution of the Purchase Agreement and the subsequent delivery of
$100,000 cash and 150,000 shares of common stock of Starfest on March 7, 2000,
to MAS Capital Inc., pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, Starfest became the
successor issuer to MAS Acquisition XX Corp. for reporting purposes under the
Securities and Exchange Act of 1934 and elected to report under the Act
effective March 7, 2000.
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule*
*Previously filed with Form 10-QSB 06-30-00 filed August 18, 2000;
Commission File No. 000-29913, incorporated herein.
(b) Forms 8-K
None
<PAGE>
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.
Dated: September 11, 2000 STARFEST, INC.
By /s/ Michael Huemmer
---------------------------------
Michael Huemmer, President
