U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 September 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. 000-27173
State of Incorporation: California
IRS Employer I.D. Number: 95-4442384
4602 East Palo Brea Lane
Cave Creek, Arizona 85331
Telephone 480-551-8280
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(Address and telephone number of registrant's principal
executive offices and principal place of business)
9494 East Redfield Road, #1136
Scottsdale, Arizona 85260
Telephone 480-551-8280
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(Former name or address if changed since last report)
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 September 30, 2000, there were 23,100,000 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. and Subsidiary
Balance Sheet
(Unaudited)
September 30, 2000
Assets
<TABLE>
Current Assets:
<S> <C>
Cash $ 2,014
---------
Total Current Assets $ 2,014
=========
Liabilities And Shareholders' Deficit
Current Liabilities:
Accounts payable $ 30,460
Note payable to Concierge, Inc. 100,000
Payable to shareholders 267,002
----------
Total current liabilities 397,462
----------
Shareholders' Deficit:
Common stock, no par value,
65,000,000 shares authorized;
23,100,000 issued and outstanding 2,647,353
Accumulated Deficit (3,042,801)
----------
Total shareholders' deficit (395,448)
----------
$ 2,014
==========
</TABLE>
See notes to financial statements.
3
<PAGE>
Starfest, Inc. and Subsidiary
Statements of Operations
(Unaudited)
Three Months and Nine Months Ended September 30
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $ -
--------- ---------- ---------- ----------
General and Administrative
Expenses 33,007 10,640 385,144 188,450
--------- ---------- ---------- ----------
Operating Loss (33,007) (10,640) (385,144) (188,450)
Provision for income
taxes - - 800 800
--------- ---------- ---------- ----------
Net Loss $ (33,007) $ (10,640) $ (385,944) $ (189,250)
========= ========== ========== ==========
Net Loss Per Common
Share $ .001 $ .001 $ .017 $ .013
========= ========== ========== ==========
Weighted Average Common
Shares Outstanding 23,100,000 19,779,956 22,914,876 14,914,931
========== ========== ========== ==========
</TABLE>
See notes to financial statements.
4
<PAGE>
Starfest, Inc. and Subsidiary
Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30
<TABLE>
<CAPTION>
2000 1999
----------- -----------
Net Cash From
operating Activities:
<S> <C> <C>
Net loss $ (385,944) $ (224,462)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Loss on disposal of equipment - 2,216
Shares issued for services 702 458
Shares issued for debt
extinguishment - 558,038
Shares issued for assets - 118,000
Changes in assets and
liabilities:
Accounts payable 12,773 (410,190)
Other liabilities - (113,400)
---------- ----------
Net cash used by
operating activities (372,469) (69,340)
Cash Flows from Investing
Activities:
Internet assets received in
exchange for stock - (118,000)
---------- ----------
Net cash used by
Investing Activities - (118,000)
---------- ----------
Cash flows from Financing
Activities:
Loans from Concierge, Inc. 100,000 -
Advances from shareholders 267,002 -
Common stock issued for cash 7,000 190,000
---------- ----------
Net cash provided by
Financing Activities 374,002 190,000
Increase in Cash 1,533 2,660
Cash at beginning of period 481 6,149
---------- ----------
Cash at end of period $ 2,014 $ 8,809
========== ==========
Supplemental cash flow information:
Cash paid during the period for:
Interest $ - $ -
Income taxes $ - $ -
Non cash financing transactions:
Shares for services $ 702 $ 458
Shares for debt extinguishment $ - $ 558,038
Shares for purchase of assets $ - $ 118,000
</TABLE>
See notes to financial statements.
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<PAGE>
Starfest, Inc. and Subsidiary
Notes To Unaudited Financial Statements
September 30, 2000 and 1999
Note 1 - Summary of Significant Accounting Policies
Nature of operations
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 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 percent (8,250,000
shares) of the common stock of MAS Acquisition XX Corp.(MAS XX) for $
314,688. This amount was expensed in March 2000 as at the time of the
acquisition, MAS XX had no assets or liabilities and was inactive. Starfest
is now the parent corporation of MAS XX.
Basis of Preparation:
The accompanying unaudited condensed consolidated interim financial
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission for the presentation of interim
financial information, but do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. The audited consolidated financial statements for the year ended
December 31, 1999 was filed on September 7, 2000 with the Securities and
Exchange Commission and is hereby referenced. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included. Operating results for the nine-month period ended September 30,
2000 are not necessarily indicative of the results that may be expected for
the year ended December 31, 2000.
Note 2 - 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.
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<PAGE>
Starfest, Inc. and Subsidiary
Notes To Unaudited Financial Statements
September 30, 2000 and 1999
Note 3 - Going concern
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 $385,944 for the nine months ended September 30, 2000.
Accumulated deficit amounted to $3,042,801 at September 30, 2000. At
September 30, 2000, the Company had shareholders' deficit of $395,448.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.
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<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.
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Forms 8-K
Form 8-K - Item 4. Changes in Registrant's Certifying Accountant, filed
November 17, 2000.
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: November 17, 2000 STARFEST, INC.
By /s/ Michael Huemmer
---------------------------------
Michael Huemmer, President
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