U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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
March 31, 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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 000-29913 95-4442384
-------------- ------------------------ -------------
(state of (Commission File Number) (IRS Employer
incorporation) I.D. Number)
9494 East Redfield Road, #1136
Scottsdale, AZ 85260
480-551-8280
-------------------------------------------------------
(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 March 31, 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
2
<PAGE>
Starfest, Inc.
Balance Sheets
March 31, 2000
Assets
------
<TABLE>
<CAPTION>
2000
-----------
Current Assets:
<S> <C>
Cash $ 833
----------
Total Current Assets $ 833
==========
</TABLE>
Liabilities And Stockholders' Equity (Deficit)
----------------------------------------------
<TABLE>
Current Liabilities:
<S> <C>
Accounts payable $ 5,461
Payable to shareholders 24,814
-----------
Total current liabilities $ 30,275
-----------
Stockholders, Equity (Deficit):
Common stock, no par value,
65,000,000 shares authorized;
19,499,999 and 23,000,000 shares
issued and outstanding 2,647,253
Retained earnings (deficit) (2,676,695)
-----------
Total stockholders, equity
(deficit) (29,442)
-----------
$ 833
===========
</TABLE>
See notes to financial statements.
3
<PAGE>
Starfest, Inc.
Statements Of Operations
Three Months Ended March 31,
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Revenues $ - $ -
----------- -----------
General and Administrative
Expenses 19,038 2,424
----------- -----------
Operating Loss (19,038) (2,424)
Provision for income taxes 800 800
----------- -----------
Net Loss $ (19,838) (3,224)
=========== ===========
Accumulated Deficit - beginning of year (2,656,857) (2,138,251)
----------- -----------
Accumulated Deficit - end of year (2,676,695) (2,141,475)
Basic and Diluted Weighted Average
Number of Common Shares Outstanding 23,038,298 6,478,397
=========== ===========
Basic Loss Per Common Share $ (.00) $ (.00)
=========== ===========
Diluted Loss Per Common Share $ (.00) $ (.00)
=========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
Starfest, Inc.
Statement Of Changes In Stockholders' Equity (Deficit)
For the Three Months ended March 31, 2000 and March 31, 1999
<TABLE>
<CAPTION>
Common Stock Retained
------------------------
Number of Earnings
Shares Amount (Deficit) Total
--------- ---------- ------------ ----------
Balance,
<S> <C> <C> <C> <C>
December 31, 1998 6,236,323 $1,598,072 $(2,138,251) $(540,179)
Shares issued
for services 208,339 208 - 208
Shares issued for
debt extinguished 298,338 127,400 - 127,400
Net loss for
three months
ended
March 31, 1999 - - (3,224) (3,224)
---------- --------- ---------- ---------
Balance,
March 31, 1999 6,743,000 $1,725,680 $(2,141,475) $(415,795)
========== ========= ========== =========
Balance, December
31, 1999 21,697,999 $2,639,651 $(2,656,857) $ (17,206)
Shares issued
for services 602,001 602 602
Shares issued
for cash 700,000 7,000 7,000
Net loss for
three months
ended
March 31, 2000 (19,838) (19,838)
---------- --------- ---------- --------
Balance March
31, 2000 23,000,000 $2,647,253 $(2,676,695) $ (29,442)
========== ========= ========== ========
</TABLE>
See notes to financial statements.
5
<PAGE>
Starfest, Inc.
Statements Of Cash Flows
Three Months Ended March 31,
<TABLE>
<CAPTION>
2000 1999
----------- -----------
Net Cash From
operating Activities:
<S> <C> <C>
Net loss $ (19,838) $ (3,224)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Shares issued for services 602 208
Loss on disposal of equipment - 2,216
Shares issued for debt
extinguishment - 127,400
---------- ----------
Total Adjustments 602 129,824
Increase (Decrease) in Liabilities
Accounts payable (12,226) 800
Other liabilities - (127,400)
---------- ----------
Net cash used
by operating activities (31,462) -
Cash Flows From Investing Activities - -
Cash Flows From Financing Activities
Proceeds from Shareholders issued notes 24,814 -
Proceeds from issuance of common stock 7,000 -
---------- ----------
Net cash provided by
Financing Activities 31,814 -
---------- ----------
Net Cash Provided from All Activities 352 -
Cash - beginning of period 481 -
---------- ----------
Cash at end of period $ 831 $ -
========== ==========
Supplemental cash flow information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Non cash financing transactions:
Shares for services $ 602 $ 208
Shares for debt extinguishment $ 0 $ 127,400
</TABLE>
See notes to financial statements.
6
<PAGE>
Starfest, Inc.
Notes To Financial Statements
March 31, 2000 and March 31, 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. During 1999 the Company attempted to pursue operations
in the online adult entertainment field. There were no revenues from this
endeavor. The Company is negotiating an agreement with a copy (see Note 3). The
purpose of the merger is to effect an online communication retrieval system such
as e-mail via the telephone.
Pursuant to a Stock Purchase Agreement (the "Purchase Agreement")
dated March 6, 2000 between (1) MAS Capital, Inc., an Indiana corporation, the
controlling shareholders 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., pursurant 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.
(b) Cash Equivalents
Cash equivalents consist of funds invested in money market accounts and
in investments with a maturity of three months or less when purchased. There
were no cash equivalents for the three months ended March 31, 2000 and March 31,
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 Services
Valuation of shares for services is based on the estimate fair market
value of the services performed.
(e) Income Taxes
The Company's uses the liability method of accounting for income tax
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 March 31, 2000 and March 31, 1999.
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<PAGE>
Starfest, Inc.
Notes To Financial Statements
March 31, 2000 and March 31, 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
-----------
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
---------------------------
Payable to shareholders is non-interest bearing, unsecured with no
specified due date.
5. GOING CONCERN UNCERTAINTIES
---------------------------
At the end of the first quarter (March 31, 2000) the Company incurred an
operating loss of (3,224). If management will be unable to generate revenue or
secure adequate financing to do its current business operational plan, there
will be substantial doubt of the Company's ability to continue as a going
concern. The Company, however, believes that its current financing and
reorganization plan will generate the resources required to continue and sustain
its operation indefinitely.
8
<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 Acquisiton 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*
9
<PAGE>
*Previously filed with Form 10-QSB 03-31-00 filed June 8, 2000;
Commission File No. 000-29913, incorporated herein.
(b) Forms 8-K
Starfest filed two Forms 8-K during this fiscal quarter:
(1) March 10, 2000 - reporting the purchase by Starfest of
substantially all the capital stock of MAS Acquisition XX
Corp. The following financial statements were filed in the
Form 8-K:
Starfest, Inc.
Independent Auditor's Report
Balance Sheet as of 12-31-99
Statement of Operations for the years ended 12-31-99
and 12-31-98
Statement of Changes in Stockholders' Equity
(Deficit) for the period from 12-31-97 to 12-31-99
Statements of Cash Flows for the Years ended 12-31-99
and 12-31-98
Notes to Financial Statements
(2) March 15, 2000 - reporting the resignation of Jaak Olesk as
Starfest's independent certifying accountant.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 11, 2000 STARFEST, INC.
By /s/ Michael Huemmer
--------------------------
Michael Huemmer, president
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