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 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.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Commission File No. 000-29913
State of Incorporation: California
IRS Employer I.D. Number: 95-4442384
4602 East Palo Brea Lane
Cave Creek, AZ 85331
Telephone 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 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
<TABLE>
ASSETS
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 Administrative 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)
--------- ----------
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)
--------- ----------
NET CASH USED BY INVESTING ACTIVITIES (353,878) 0
------------------------------------- --------- ----------
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
--------- ----------
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
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 six-month period ended June 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.
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 $352,937 for the six months ended June 30, 2000.
Accumulated deficit amounted to $3,009,794 at June 30, 2000. At June 30,
2000, the Company had shareholders' deficit of $362,441. These factors, among
7
<PAGE>
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.
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 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: November 29, 2000 STARFEST, INC.
By/s/ Michael Huemmer
----------------------------------
Michael Huemmer, President
