U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

                                       or

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 000-29913

                                 STARFEST, INC.
                 (Name of small business issuer in its charter)


           California                                          95-444238
  -------------------------------                         ---------------------
  (State or other jurisdiction of                           (I.R.S.  Employer
   incorporation or organization)                         Identification Number)



              9494 East Redfield Road, #1136, Scottsdale, AZ 85260
              ----------------------------------------------------
                    (Address of principal executive offices)

                                  480-551-8280
                           ---------------------------
                           (Issuer's Telephone Number)

         Securities registered under Section 12(b) of the Exchange Act:

                           Title of each class: None.

                Name of each exchange on which registered: None.

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)

        Check  whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 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 [
]

        Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained, to the best of registrant's knowledge, in


<PAGE>



definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  None.

        State the  aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days:  $37,638,000 computed by
reference  to the  $1.70  average  of the bid and asked  price of the  Company's
Common Stock on April 12, 2000.

        State the number of shares  outstanding of each of the issuer's  classes
of common equity, as of the latest practicable date: 23,000,000 shares of Common
Stock, $0.001 par value.

DOCUMENTS INCORPORATED BY REFERENCE

        If the  following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (3) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The list  documents  should be clearly  described  for  identification  purposes
(e.g.,  annual  report to security  holders for fiscal year ended  December  24,
1990). None.

     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

                                        2

<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item 1.        Description of Business ....................................   1
               Business Development .......................................   1
               Business of Starfest .......................................   2
                      Course of Business for Starfest Should
                      the Merger Not Occur ................................   2
               Number of Employees ........................................   3

Item 2.        Description of Property ....................................   3
               Facilities .................................................   3

Item 3.        Legal Proceedings ..........................................   3

Item 4.        Submission of Matters to a Vote of Security
                      Holders .............................................   3

Item 5.        Market for Common Equity and Related Stockholder
                      Matters .............................................   3
               Dividends ..................................................   4
               Holders ....................................................   4
               Penny Stock Regulations ....................................   4
                      The Penny Stock Suitability Rule ....................   4
                      The Penny Stock Disclosure Rule .....................   5
                      Effects of the Rule .................................   5
               Recent Sales of Unregistered Securities ....................   6

Item 6.        Plan of Operations .........................................   7
               Overview ...................................................   7
                      Concierge's Plan of Operation .......................   7
                      Description of the PCATM ............................   7
                      The Market ..........................................   8
                      Distribution Methods ................................   8
                      Production Costs ....................................   8
                      Government Approval of Principal Products ...........   8
                      Government Regulations ..............................   8
                      Properties ..........................................   9
                      Dependence on Major Customers .......................   9
                      Seasonality .........................................   9
                      Research and Development ............................   9
                      Environmental Controls ..............................   9
                      Year 2000 Computer Problems .........................   9
                      Number of Employees .................................   9
                      Venue of Sales ......................................  10
                      Patents, Trademarks, Copyrights and
                             Intellectual Property ........................  10
                      Legal Proceedings ...................................  10
                      Financial Condition .................................  10
                      Liquidity ...........................................  10
                      Capital Resources ...................................  10

Item 7.        Financial Statements .......................................  10

Item 8.        Changes in and Disagreements With Accountants On
                      Accounting and Financial Disclosure .................  20

Item 9.        Directors, Executive Officers, Promoters and
                      Control Persons; Compliance with
                      Section 16(a) of the Exchange Act ...................  20

                                        i

<PAGE>



                      Section 16(a) Beneficial Ownership
                             Reporting Compliance .........................  21

Item 10.       Executive Compensation .....................................  21
               Long-Term Compensation .....................................  22

Item 11.       Security Ownership of Certain Beneficial Owners
                      and Management ......................................  22

Item 12.       Certain Relationships and Related Transactions .............  23

Item 13.       Exhibits and Reports on Form 8-K ...........................  24
               (a)    Exhibits ............................................  24
               (b)    Reports on Form 8-K .................................  24

Signatures ................................................................  25




                                       ii

<PAGE>



ITEM 1.  DESCRIPTION OF BUSINESS

Business Development

        Starfest, Inc.  was  incorporated  in  California on  August 18, 1993 as
"Fanfest, Inc."  On August 29, 1995 its name was changed to Starfest, Inc.

        Pursuant to a Stock Purchase Agreement (the "Purchase  Agreement") dated
March 6, 2000 between MAS Capital, Inc., an Indiana corporation, the controlling
shareholder of MAS Acquisition XX Corp. ("MAS XX"), an Indiana corporation,  and
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.

        A change in control of Starfest  could  occur in the future,  should the
shareholders of Starfest and Concierge,  Inc., a Nevada corporation,  approve an
agreement of merger  entered into between  Starfest and Concierge on January 26,
2000.  The  proposed  merger will be submitted  to the  shareholders  of each of
Starfest and Concierge pursuant to a Form S-4  Prospectus-Proxy  Statement to be
filed with the Commission as soon as the necessary audited financial  statements
of Concierge are prepared.  It is expected that these financial  statements will
be available within 30 days.

               Pursuant  to  the  agreement  of  merger   between  Starfest  and
Concierge,

               o  Starfest will be the surviving corporation,

               o  The shareholders  of Concierge will receive pro rata for their
               shares of common stock of Concierge,  78,000,000 shares of common
               stock of Starfest in the merger,  and all shares of capital stock
               of Concierge will be cancelled,

               o  The  officers  and  directors  of  Concierge  will  become the
               officers and directors of Starfest, and


                                        1

<PAGE>



               o  The  name   of  Starfest   will   be   changed   to "Concierge
               Technologies, Inc."

Business of Starfest

               Starfest's  initial  business was the production and promotion of
theme events  involving  numerous artists and performers and designed to attract
mass  audiences  of fans  drawn  by the  theme.  In 1994  and  1995 it  produced
"Fanfest," which was held at the Fairplex at the Los Angeles County Fairgrounds,
and which won the Airplay International Award as the "Country Music Event of the
Year." In 1995 the event won the Country Music  Associations  of America's award
as the  "Best  Country  Event  of the  Year."  In 1996  the  event  was  renamed
"Starfest" and was again held in Los Angeles.

               The events all lost money.  In 1997 the event was planned but was
cancelled  before being held. The company was  essentially  dormant in 1998 with
its  activities  being  limited to dealing with  creditors  and to attempting to
raise capital for the resumption of business.

               In  1999  Starfest   turned   control  of  the  company  over  to
individuals involved in the adult Internet  entertainment  business.  Under this
new direction the company bought three  websites  found on the Internet  through
www.starfest.com  with the  front-page  title of  adultstars.com.  Starfest also
purchased and paid for twelve websites on the Internet, but the written transfer
of the  websites  was never  obtained,  and the right to obtain the  transfer of
those  websites  has been  sold and  transferred  to  unrelated  third  parties.
Stockholders  owning a majority of the  outstanding  stock of Starfest  regained
control of the management of the company and, on December 31, 1999,  pursuant to
the written consent of persons  holding a majority of the outstanding  shares of
common  stock of the  company,  Starfest  sold  all the  assets  of the  company
associated  with the adult  entertainment  business for $10,000 and applied this
and its other cash assets to the payment of outstanding liabilities.

               On January 18, 2000,  Starfest and Concierge executed a letter of
intent to submit to their  stockholders  a proposal to merge.  An  agreement  of
merger  was  executed  on  January  26,  2000.  Starfest  will be the  surviving
corporation  of the  merger,  but the  business  and  management  of the  merged
companies will be that of Concierge.  Pending  approval of the merger,  Starfest
has no business or significant assets.

        Course of Business for Starfest Should the Merger Not Occur

               Should the  stockholders  of the  two  companies  not approve the
merger, Starfest will seek another partner.  Its sole

                                        2

<PAGE>



"asset" is its status as a public company whose stock trades on the OTC Bulletin
Board.

Number of Employees

        On December  31,  1999,  Starfest  employed  one person full time and no
persons part time.

ITEM 2. DESCRIPTION OF PROPERTY

        Starfest owns no plants, real property or personal property.

Facilities

        Starfest's office  facilities are in the home of its president,  Michael
Huemmer, in Scottsdale, Arizona, and are provided rent free.

ITEM 3. LEGAL PROCEEDINGS

        Neither  Starfest  nor any of its property is the subject of any pending
legal  proceedings  or  any  proceeding  of  which  Starfest  is  aware  that  a
governmental authority is contemplating.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        No matters  were  submitted  to a vote of  security  holders  during the
fourth quarter of fiscal year 1999.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        Starfest's  Common  Stock  presently  trades on the OTC  Bulletin Board.
The high and low bid and asked  prices,  as reported by the OTC Bulletin  Board,
are as follows for 1998 and 1999.  The quotations  reflect  inter-dealer prices,
without retail  mark-up,  mark-down or commission and  may  not represent actual
transactions.
<TABLE>
<CAPTION>

                                            High          Low
                                            ----          ---

               1998:
<S>                                         <C>           <C>
                      1st Qtr.              0.02          0.005
                      2nd Qtr.              0.01          0.005
                      3rd Qtr.              0.03          0.005
                      4th Qtr.              0.021         0.01

               1999:
                      1st Qtr.              0.1000        0.0050
                      2nd Qtr.              0.5938        0.0200
                      3rd Qtr.              0.2000        0.0600
                      4th Qtr.              0.1050        0.0450

</TABLE>

                                        3

<PAGE>



Dividends

        Starfest has declared no  dividends  on its common  stock.  There are no
restrictions  that would or are likely to limit its ability to pay  dividends on
its common stock.

Holders

        There are approximately 90 holders of record of Starfest's common stock.

Penny Stock Regulations

        Starfest's common stock trades on the OTC Bulletin Board at a price less
than $5 a share and is subject to the rules governing "penny stocks."

        A  "penny stock" is any stock that:

        o  sells for less than $5 a share.

        o  is not  listed  on an  exchange  or  authorized  for quotation on The
           Nasdaq Stock Market, and

        o  is  not  a  stock  of a "substantial  issuer."  Starfest is not now a
           "substantial  issuer"  and  cannot  become  one  until   it  has  net
           tangible  assets  of at  least  $5  million,  which  it does  not now
           have  and will  not have  solely as a  result of the proposed  merger
           with Concierge.

        There are  statutes  and  regulations  of the  Securities  and  Exchange
Commission  (the  "Commission")  that  impose a strict  regimen on brokers  that
recommend penny stocks.

        The Penny Stock Suitability Rule

        Before a  broker-dealer  can  recommend  and sell a penny stock to a new
customer who is not an institutional accredited investor, the broker-dealer must
obtain  from  the  customer   information   concerning  the  person's  financial
situation,   investment   experience  and  investment   objectives.   Then,  the
broker-dealer must "reasonably  determine" (1) that transactions in penny stocks
are suitable for the person and (2) that the person, or his advisor,  is capable
of evaluating the risks in penny stocks.

        After  making this  determination,  the  broker-dealer  must furnish the
customer with a written  statement  setting forth the basis for this suitability
determination.  The customer must sign and date a copy of the written  statement
and return it to the broker-dealer.


                                        4

<PAGE>



        Finally the  broker-dealer  must also obtain from the customer a written
agreement to purchase the penny stock,  identifying  the stock and the number of
shares to be purchased.

        The  above  exercise  delays a  proposed  transaction.  It  causes  many
broker-dealer  firms to adopt a policy of not allowing their  representatives to
recommend penny stocks to their customers.

        The Penny stock Suitability  Rule,  described above, and the Penny Stock
Disclosure Rule, described below, do not apply to the following:

        o      transactions not recommended by the broker-dealer,

        o      sales to institutional accredited investors,

        o      sales to "established customers" of the broker-dealer persons who
               either have had an account with the  broker-dealer for at least a
               year or who have  effected  three  purchases of penny stocks with
               the   broker-dealer  on  three  different  days  involving  three
               different issuers, and

        o      transactions in penny stocks by broker-dealers  whose income from
               penny  stock  activities  does not exceed  five  percent of their
               total income during certain defined periods.

        The Penny Stock Disclosure Rule

        Another  Commission  rule - the Penny stock  Disclosure  Rule requires a
broker-dealer,  who  recommends  the sale of a penny  stock to a  customer  in a
transaction not exempt from the suitability rule described above, to furnish the
customer with a "risk disclosure document." This document includes a description
of  the  penny  stock  market  and  how  it  functions,   its  inadequacies  and
shortcomings,  and the risks  associated  with  investments  in the penny  stock
market.  The  broker-dealer  must also  disclose  the  stock's bid and ask price
information  and the  dealer's  and  salesperson's  compensation  related to the
proposed  transaction.  Finally,  the customer must be furnished  with a monthly
statement  including  prescribed   information  relating  to  market  and  price
information concerning the penny stocks held in the customer's account.

        Effects of the Rule

        The above penny stock  regulatory  scheme is a response by the  Congress
and the Commission to known abuses in the telemarketing of low-priced securities
by "boiler shop"  operators.  The scheme imposes market  impediments on the sale
and trading of penny stocks. It has a limiting effect on a stockholder's ability
to resell a penny stock.


                                        5

<PAGE>



        Starfest's  merger  shares likely will trade below $5 a share on the OTC
Bulletin Board and be, for some time at least, shares of a "penny stock" subject
to the trading market impediments described above.

Recent Sales of Unregistered Securities

        Starfest  sold  shares of its common  stock  within the past three years
without registering the shares under the Securities Act of 1933:

<TABLE>
<CAPTION>

                                  Number of                     Nature of
                                    Shares     Amount of      Consideration
   Person               Date       Issued    Consideration   Paid for Shares
   ------               ----      ---------  -------------   ---------------

<S>                   <C>        <C>           <C>         <C>
Herb Gronauer(1)      02-17-99      100,000    $  5,000    Services as president
                                                           during 1998

J. Douglas Bowey(1)   02-17-99      208,339      10,417    Financial consultant

Thomas J. Kenan(1)    02-17-99      198,338       9,917    Legal services

17 persons(1)         04-06-99   13,000,000     285,000    Cash - $210,000
                                                           Cancel  notes payable
                                                           by Starfest - $75,000

Marjorie J. Cole(2)   05-17-99       33,000         660    (3)

Thomas J. Kenan(2)    08-27-99      100,000       6,000    Legal services

7 persons(2)          11-19-99    1,365,000      40,950    (4)

4 persons(2)          12-30-99      700,000      46,620    (5)
</TABLE>
-------------------------

(1)     Shares  were issued to these  persons  pursuant  to the  exemption  from
        registration provided by the Commission's Regulation D, Rule 504.

(2)     Shares  were issued to these  persons  pursuant  to the  exemption  from
        registration provided by the Commission's Regulation D, Rule 506.

(3)     Financial consulting services provided by her spouse,
        George W. Cole.

(4)     Services rendered to promote the company's product.

(5)     Advertising and promotional services.

        All shares issued in reliance upon the  Regulation D, Rule 506 exemption
from  registration were issued to persons that had existing  relationships  with
the company's officers and

                                        6

<PAGE>



directors and were sophisticated in investment  matters.  No public solicitation
or public advertising was used in connection with these sales of securities.

ITEM 6.        PLAN OF OPERATIONS

        As described  above under "Item 1.  Description of Business," on January
26, 2000, Starfest and Concierge,  Inc. entered into an agreement of merger that
will be submitted to the  shareholders of each corporation for their approval or
rejection.  The  submittal  will  be  pursuant  to a Form  S-4  Prospectus-Proxy
Statement to be filed with the Commission during April 2000. Should the proposed
merger be approved by the  shareholders  of both  corporations,  the business of
Concierge will be the business of Starfest.

        Should the proposed merger be effected,  Starfest's  management has been
advised by the  management of Concierge  that  Concierge's  present and proposed
business is as follows:

Overview

        Concierge was incorporated on September 20, 1996, in the
State of Nevada.  Its principal office is at 6033 West Century
Boulevard, Suite 1278, Los Angeles, California 90045.  Its
telephone number is 310-645-1582.

        Concierge's Plan of Operation

        Concierge  has  developed a "unified  messaging"  product - the Personal
Communications  Attendant.  It  proposes  to market this  product  commencing in
April 2000.

        Description of the PCA

        Concierge's  PCA  provides  a means by which any user of Internet e-mail
can have  e-mail  and fax  messages  spoken  to him or her  over any  touch-tone
telephone or wireless phone in the world.

        The PCA  responds  to the user's voice  commands to read,  verbalize and
manage e-mail traffic stored on a personal  computer.  The PCA  is  "trained" to
respond only to the voice commands and personal voice password of the individual
user, thus guaranteeing that each user's personal messages cannot be accessed by
anyone else.  Responding to spoken instructions,  the PCA  can  verbalize e-mail
with fax and  voice-mail  capabilities  over the phone and save or delete  those
messages  as  directed  by the user.  Even  more  exciting,  the user,  by voice
command,  over the  telephone,  can  dictate  e-mail  messages to respond to the
e-mail messages accessed by telephone.


                                        7

<PAGE>



        The Market

        As of early 1999,  there were  estimated  to be over 250 million  e-mail
users worldwide,  a number which is growing rapidly.  As to the domestic market,
last year there were more than 40 million e-mail users in the U.S.  churning out
more than 150  million  messages a day.  By 2003 that could  reach more than 200
million users, creating 7 billion messages a day. A substantial majority of this
group are potential users of Concierge's  current  products and products planned
for release.

        Distribution Methods

        Concierge  plans an  aggressive,  direct-mail  and  Internet-  marketing
campaign to introduce and promote the PCA.

        Production Costs

        The PCA  will  be manufactured and produced for Concierge by Xetel Corp.
A service order  fulfillment  contract is being  negotiated at this time with an
unaffiliated  third party  corporation.  Emerald  Solutions,  Inc.  will provide
project  management,  program  design and program  coding  services to implement
products designed by Concierge.

        The e-mail version will retail at $39.95. With a $19.95 upgrade, the pro
version monitors and collects fax, voice mail and e-mail messages. There will be
no monthly service fee. No device other than an ordinary  telephone is needed to
access the PCA. The PCA  also  includes  an  auto  pager  that notifies the user
by phone or pager when new e-mail is received.

        Considering direct product costs including royalties, Concierge projects
a gross profit margin of approximately 80 to 90 percent of direct sales.

        Concierge  is  in  the  process  of   "nationalizing"   the  product  to
accommodate several foreign languages, including Japanese, Korean, German, Latin
American Spanish, French and Brazilian
Portuguese.

        Governmental Approval of Principal Products

        No governmental approval is required in the U.S. for
Concierge's products.

        Government Regulations

        There are no governmental regulations in the U.S. that apply
to Concierge's products.


                                        8

<PAGE>



        Properties

        Concierge  subleases  approximately  150 square feet of office  space at
Suite 1278, 6033 West Century  Boulevard,  Los Angeles,  California  90045.  The
space is deemed  adequate for the present  time,  but  additional  space will be
needed commencing in April 2000. Concierge has not yet identified the additional
space it will lease, but ample space is available in the vicinity of its present
space and elsewhere in the Los Angeles area.

        Dependence on Major Customers and Suppliers

        Concierge  does not  anticipate  that it will be  dependent on any major
customers or suppliers.

        Seasonality

        There should be no seasonal  aspect to  Concierge's  business other than
increased sales  anticipated in the fourth calendar quarter  associated with the
year-end holidays.

        Research and Development

        Concierge expended approximately $188,663 on research and development in
1998 and  $50,431 in 1999.  It  anticipates  that it will  expend  approximately
$150,000 on research and development in 2000 and approximately $200,000 in 2001.

        Environmental Controls

        Concierge is subject to no environmental  controls or restrictions  that
require the outlay of capital or the obtaining of a permit in order to engage in
business operations.

        Year 2000 Computer Problem

        Concierge has determined that it does not face material costs,  problems
or uncertainties about the year 2000 computer problem. This problem affects many
companies and  organizations and stems from the fact that many existing computer
programs  use only two  digits to  identify  a year in the date field and do not
consider the impact of the year 2000. Concierge presently uses off-the-shelf and
easily  replaceable  software  programs and has determined  that all software is
year 2000 compliant.

        Number of Employees

        On March 1,  2000  Concierge  employed  two  persons  full  time and two
persons part time.


                                        9

<PAGE>



        Venue of Sales

        Concierge   anticipates   that  some  of  its  initial   sales  will  be
attributable to exports to English-speaking countries.

        Patents, Trademarks, Copyrights and Intellectual Property

        Concierge has trademarked its Personal Communications  Attendant. It has
no patents on the product; the underlying  technology is the subject of patents,
and Concierge is required to pay royalty of approximately  $0.50 a PCA  unit  to
each of two unaffiliated patent holders,  Lexicus, a subsidiary of Motorola, and
Fonix.

        Legal Proceedings

        Neither  Concierge nor any of its property is a party to, or the subject
of,  any  material  pending  legal  proceedings  other  than  ordinary,  routine
litigation incidental to its business.

        Financial Condition

        As of March 8, 2000, Concierge had cash assets of approximately $500,000
acquired  through  the sale of its  common  stock  in an  offering  exempt  from
registration  pursuant to the provisions of the Commission's  Regulation D, Rule
506.

        Liquidity

        Concierge expects to improve its liquidity through  anticipated sales of
its PCATM commencing in April 2000.

        Capital Resources

        Should  the need  arise  during the next  twelve  months for  additional
capital,  Concierge  believes  that  several of its existing  shareholders  will
provide equity capital to meet this need.

ITEM 7.        FINANCIAL STATEMENTS

Starfest, Inc.

        Independent Auditors' Report ......................................  11
        Balance Sheet as of December 31, 1999 .............................  12
        Statement of Operations for the years
               ended December 31, 1999 and
               December 31, 1998 ..........................................  13
        Statement of Changes in Stockholders' Equity
               (Deficit) for the period from
               December 31, 1997 to December 31, 1999 .....................  14

                                       10

<PAGE>



        Statements of Cash Flows for the years ended
               December 31, 1999 and December 31, 1998 ....................  15
        Notes to Financial Statements .....................................  16


                                       11

<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
Starfest, Inc.

I have audited the accompanying  balance sheet of Starfest,  Inc. as of December
31,  1999,  and the  related  statements  of  operations,  stockholders'  equity
(deficit) and cash flows for the year ended December 31, 1999 and the year ended
December 31, 1998.  These  financial  statements are the  responsibility  of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of Starfest,  Inc. as of December 31,
1999,  and the results of its  operations  and its cash flows for the year ended
December  31, 1999 and the year ended  December  31, 1998,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements, the Company has suffered recurring significant losses from
operations  that  raises  substantial  doubt  about its ability to continue as a
going concern.  Management's plans in regard to these matters are also described
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.


/s/ Jaak Olesk

Beverly Hills, California

February 9, 2000

                                       12

<PAGE>




                                 STARFEST, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 1999




                                     ASSETS
                                     ------


Cash                                                                $       481
                                                                    -----------





                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)



Current Liabilities
 Accounts payable                                                   $    17,687
                                                                    -----------
Total current liabilities                                           $    17,687
                                                                    -----------

Stockholders' equity (deficit)
  Common stock: no par value,
  65,000,000 shares authorized;
  21,697,999 shares issued and
  outstanding                                                         2,639,651


  Retained earnings (deficit)                                        (2,656,857)
Total stockholders' equity (deficit)                                    (17,206)

                                                                     $      481













                 See accompanying notes to financial statements.

                                       13

<PAGE>

                                 STARFEST, INC.
                             STATEMENT OF OPERATIONS





<TABLE>
<CAPTION>
                                                      For the Year Ended
                                                  December 31,   December 31,
                                                       1999          1998
                                                  ------------   ------------



<S>                                               <C>            <C>
Revenues                                          $          -   $          -
                                                  ------------   ------------


General and Administrative
Expenses                                               518,606          2,366
                                                  ------------   ------------

Operating (Loss)                                      (518,606)        (2,366)

Provision for income taxes                                   -              -
                                                  ------------   ------------


NET (LOSS)                                        $   (518,606)  $     (2,366)


Net (Loss)
per common share                                  $       (.04)  $       (.01)


Weighted Average Shares
Outstanding                                         15,893,441      8,301,323


</TABLE>


                 See accompanying notes to financial statements.

                                       14

<PAGE>

                                 STARFEST, INC.
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIT)



<TABLE>
<CAPTION>

                             Common Stock           Retained
                       Number of       Amount       Earnings
                        Shares         Total        (Deficit)          Total
                       ---------     ----------    ------------     -----------


Balance,
<S>                    <C>           <C>           <C>              <C>
December 31, 1997      6,236,323     $1,598,072    $(2,135,885)     $ (537,813)

Net (loss) for
year ended
December 31, 1998              -             -          (2,366)         (2,366)
                      ----------    ----------     -----------      ----------

Balance,
December 31, 1998      6,236,323     1,598,072      (2,138,251)       (540,179)

Shares issued
for services           2,313,338        87,200               -          87,200

Shares issued
for assets             2,950,000       118,000               -         118,000

Shares issued
for debt
extinguishment         6,165,005       646,379               -         646,379

Shares issued
for cash               4,033,333       190,000               -         190,000

Net (loss) for
year ended
December 31, 1999              -             -        (518,606)       (518,606)
                      ----------    ----------     -----------       ---------

Balance,
December 31, 1999     21,697,999    $2,639,651     $(2,656,857)      $ (17,206)


</TABLE>



                 See accompanying notes to financial statements.

                                       15

<PAGE>



                                 STARFEST, INC.
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                        Year Ended December 31,
                                                         1999          1998
                                                       ----------    ----------
Net Cash From
Operating Activities:
<S>                                                    <C>           <C>
Net (loss)                                             $(518,606)    $  (2,366)
Adjustments to reconcile
 net loss to net cash
 used by operating activities:
Shares issued for services                                87,200             -
Shares issued for assets                                 118,000             -
Shares issued for
 debt extinguishment                                     646,379             -
Changes in assets
    and liabilities:
  Accounts payable                                      (413,692)        2,366
  Other liabilities                                     (108,800)            -
                                                       ---------     ---------

Net cash (used)
    by operating activities                             (189,519)            -
 Investing Activities:
Net cash provided (used) by
  Investing Activities                                         -             -
                                                       ---------     ---------
Cash flows from Financing
Activities
Common stock issued for cash                             190,000             -
                                                       ---------     ---------
Net cash provided by
Financing Activities:                                    190,000
Increase in Cash                                             481             -
Cash at beginning of period                                    -             -
                                                       ---------     ---------
Cash at end of period                                  $     481     $       -

Supplemental cash flow information:
Cash paid during the period for:

   Interest                                            $       -     $       -

   Income taxes                                        $       -     $       -

Non cash financing transactions:

Shares for services                                    $  87,200     $       -

Shares for debt extinguishment                         $ 646,379     $       -

Shares for assets                                      $ 118,000     $       -
</TABLE>


                 See accompanying notes to financial statements.

                                       16

<PAGE>




                                 STARFEST, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 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 the year ended  December  31, 1998,  the Company was
inactive,  just having minimal  administrative  expenses.  During the year ended
December 31, 1999 the Company attempted to pursue operations in the online adult
entertainment field. However, the Company was not successful in this pursuit.

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 at December 31, 1999.

Loss per share

        The  computation  of loss  per  share  of  common  stock is based on the
weighted  average  number of shares  outstanding  during the periods  presented.
Fully diluted  calculations  are not presented since the Company only had losses
for all periods presented (thus antidilutive).

Use of Estimates

        The  preparation  of financial  statements in conformity  with generally
accepted  accounting  principles  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.

Issuance of Shares for Services

        Valuation of shares for services is based on the  estimated  fair market
value of the services performed.

Income taxes

        The Company records its income tax provision in accordance
with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". (See Note 3).

                                       17

<PAGE>



                                 STARFEST, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE 1 -  Summary of Significant Accounting Policies(continued)

Fair Value of Financial Instruments

        Pursuant  to SFAS No.  107,  Disclosures  about Fair Value of  Financial
Instruments, the Company is required to estimate the fair value of all financial
instruments  included on its balance  sheet at December  31,  1999.  The Company
considers  the  carrying  value of such  amounts in the  consolidated  financial
statements to approximate their expected  realization and interest rates,  which
approximate  current market rates.  During the periods presented and at December
31, 1999 the Company had no financial instruments.

Comprehensive Income (Loss)

        In  fiscal  1999,   the  Company   adopted   SFAS  No.  130,   Reporting
Comprehensive  Income. This statement establishes standards for the reporting of
comprehensive  income  and  its  components  in a  financial  statement  that is
displayed with the same prominence as other financial  statements.  The adoption
of SFAS No. 130 required no  additional  disclosure  for the Company and did not
have any effect on the Company's financial position,  as there was no difference
between comprehensive loss and the net loss as reported.

Segment Disclosures

        In Fiscal  1999,  the Company  adopted SFAS No. 131,  Disclosures  About
Segments of an Enterprise and Related  Information.  This Statement  establishes
standards for the way companies report information  regarding operating segments
in annual  financial  statements.  The  adoption  of SFAS No.  131  required  no
additional  disclosure for the Company as the Company  operated in one principal
business segment.

Reclassifications

        Certain   items  in  prior  period   financial   statements   have  been
reclassified to conform with 1999 classifications.

NOTE 2 - Basis of presentation and considerations related to
continued existence (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  $518,606  for the year ended  December  31,  1999.  The
Company incurred a net loss of $2,366 for the year ended December 31, 1998.

                                       18

<PAGE>



                                 STARFEST, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1999

NOTE 2 - Basis of presentation and considerations related to continued existence
(going concern) (continued)


        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.

NOTE 3 - Income Taxes

        The  Company  records  its  income  tax  provision  in  accordance  with
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes" which requires the use of the liability method of accounting for deferred
income taxes.

        Since  the  Company  did not have  taxable  income  during  the  periods
presented,  no  provision  for income taxes has been  provided.  At December 31,
1999,  the  Company  did  not  have  any  significant  tax  net  operating  loss
carryforwards  (tax  benefits  resulting  from losses for tax purposes have been
fully reserved due to the uncertainty of a going concern). At December 31, 1999,
the Company did not have any  significant  deferred tax  liabilities or deferred
tax assets.

NOTE 4 - Subsequent Events

        On January 18, 2000 the Company  issued  1,302,001 of its common shares,
for January, 2000 services, to three shareholders.

        In January and February, 2000 the Company was in negotiations
regarding possibly entering into a business combination with
Concierge, Inc., a development stage software developer. Concierge,
Inc. does not have significant assets or revenues.


                                       19

<PAGE>



ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

        On March 8,  2000  Starfest's  principal  independent  accountant,  Jaak
(Jack) Olesk, Beverly Hills, California,  resigned. His reports on the Company's
financial  statements  from inception  onward  contained no adverse  opinions or
disclaimers of opinions and were not modified as to uncertainty,  audit scope or
accounting  principles.  There were no  disagreements  with Jaak  (Jack)  Olesk,
whether or not resolved,  on any matter of  accounting  principles or practices,
financial statement  disclosure,  or auditing scope or procedure,  which, if not
resolved  to Jaak  (Jack)  Olesk's  satisfaction,  would have caused him to make
reference to the subject  matter of the  disagreements  in  connection  with his
reports.

        The  registrant  has not yet  engaged a new  independent  accountant  or
principal accountant to audit its financial statements.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

        Set  forth  below  are the  names,  and  terms of  office of each of the
directors,  executive  officers and  significant  employees of the company and a
description of the business experience of each.

                                                   Office Held            Term
  Person                     Offices                  Since            of Office
  ------                     -------               -----------         ---------

Michael Huemmer, 60          President and             1999               2000
                             Director

Janet Alexander, 66          Secretary and             1999               2000
                             Director


        Michael Huemmer.  Mr. Huemmer has been employed by Starfest  since April
1999. Prior to this employment he was the president of Ameripro Sports Marketing
Company of Palm Desert, California from 1995 until his employment with Starfest.

        Janet Alexander.  Ms. Alexander has served as Starfest's secretary since
July 1999.  Prior to this employment she was  self-employed  as a hypnotherapist
in Wildomer, California  from  1995  until  June  1998  when  she moved  to Palm
Springs, California.  She was  not employed  from June 1998 until she became the
secretary of Starfest in July 1999.

        There are no family  relationships  between the  directors and officers.
There are no significant employees of Starfest who are not described above.


                                       20

<PAGE>



        Section 16(a) Beneficial Ownership Reporting Compliance

        Based  solely  upon a  review  of Forms 3 and 4 and  amendments  thereto
furnished to the  registrant  during its most recent fiscal year and Forms 5 and
amendments  thereto  furnished to the registrant with respect to its most recent
fiscal  year,  and a  review  of any  written  representations  received  by the
registrant  from  the  following  persons,  no  person,  who  was at any  time a
director,  officer or beneficial  owner of more than ten percent of any class of
equity securities of the registrant registered pursuant to Section 12, failed to
file on a timely basis, as disclosed in the above Forms, the reports required by
Section  16(a) of the Exchange  Act during the most recent  fiscal year or prior
fiscal years.

ITEM 10.       EXECUTIVE COMPENSATION

        The following  information concerns the compensation of Starfest's chief
executive  officer for the last three completed fiscal years. No other executive
officers or  individuals  received  total annual  salary and bonus that exceeded
$100,000 during the last three completed fiscal years.

<TABLE>
<CAPTION>

                                                                  Shares of
Name of Chief Executive Officer      Year   Cash Salary     Common Stock Awarded
-------------------------------      ----   -----------     --------------------

<S>                                  <C>     <C>                     <C>
Michael Huemmer                      1999    $18,000                 300,000(1)
                                     1998          0                         0
                                     1997          0                         0

Thomas J. Kenan                      1999          0                         0
                                     1998          0                         0
                                     1997          0                         0

Herb Gronauer                        1999          0                         0
                                     1998          0                 200,000(2)
                                     1997          0                         0

</TABLE>

------------------------

(1)     The value of the  300,000  shares of stock  awarded to Mr.  Huemmer  was
        $13,500 when the award was made.

(2)     The value of the 200,000  shares of stock  awarded to Mr.  Gronauer  was
        $10,000 when the award was made.

        In November 1999 Ms. Janet Alexander, secretary of Starfest, was granted
100,000 shares of common stock of Starfest as  compensation  for her services as
secretary  and a director.  In March  2000,  Pamela  Miller was awarded  150,000
shares of common stock of Starfest as compensation for her services as secretary
and a director of Starfest during part of 1999.


                                       21

<PAGE>



        Other  than as stated  above,  no cash or stock  compensation,  deferred
compensation  or  long-term  incentive  plan  awards  were  issued or granted to
Starfest's  management  during or with respect to the period ended  December 31,
1999. Further, no member of Starfest's management has been granted any option or
stock appreciation  rights;  accordingly,  no tables relating to such items have
been included within this Item.

        There are no employment  contracts,  compensatory plans or arrangements,
including payments to be received from Starfest, with respect to any director or
executive  officer of Starfest  which would in any way result in payments to any
such person because of his or her resignation,  retirement or other  termination
of  employment  with  Starfest  or its  subsidiaries,  any  change in control of
Starfest,  or a change in the  person's  responsibilities  following a change in
control of Starfest.

Long-Term Compensation

        Starfest has no long-term  compensation  plans or employment  agreements
with any of its officers or directors.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information  regarding beneficial
ownership of the common stock of Starfest as of March 7, 2000 by each individual
who is known to Starfest,  as of the date of this filing,  to be the  beneficial
owner of more than five  percent of  Starfest's  common  stock,  its only voting
security.
<TABLE>
<CAPTION>

        Name and Address                  Amount and
         Of Beneficial                    Nature of                   Percent of
            Owner                   Beneficial Ownership(1)              Class
        ----------------            -----------------------           ----------

<S>                                   <C>             <C>                <C>
        Thomas J. Kenan               1,360,000 shares(2)                5.9%
        212 N.W. 18th St.
        Oklahoma City, OK 73103

        Gary Bryant                   1,310,000 shares(3)                5.7%
        46471 Manitou
        Indian Wells, CA 92210
</TABLE>

-------------------------

(1)     Unless otherwise indicated,  Starfest believes that all persons named in
        the above table have the sole voting and  investment  power with respect
        to all shares of common stock beneficially owned by them.

(2)     760,000 of these shares are held of record by the Marilyn C.
        Kenan Trust, of which trust Marilyn C. Kenan, the spouse of
        Thomas J. Kenan, is the trustee and beneficiary.  Mr. Kenan

                                       22

<PAGE>



        disclaims any beneficial ownership of any of the shares held
        in the trust.

(3)     570,000  of these  shares  are held of record  by  Suzanne  Bryant,  Mr.
        Bryant's  spouse,  and  370,000  are held of record by  Newport  Capital
        Corporation,  a corporation under the control of Mr. Bryant.  Mr. Bryant
        disavows  any  beneficial  ownership  of any of the shares  held by Mrs.
        Bryant.

        The table below sets forth the ownership, as of the date of this filing,
by all  directors  and  nominees,  and each of the named  executed  officers  of
Starfest,  and directors and executive  officers of Starfest as a group,  of the
common stock of Starfest, its only voting security.
<TABLE>
<CAPTION>

   Name and Address              Amount and Nature of                Percent of
       of Owner                  Beneficial Ownership                  Class
   ----------------              --------------------                ----------

<S>                                 <C>                                 <C>
Michael Huemmer                     760,000 shares                      3.3%
#1136
9494 East Redfield Road
Scottsdale, AZ 85260

Janet Alexander                     100,000 shares                      0.4%
Suite C
120 East Andreas Road
Palm Springs, CA 92262

Officers and Directors
  as a Group (2 persons)            860,000 shares                      3.7%

</TABLE>

        There are no agreements  between or among any of the  shareholders  that
would restrict the issuance of shares in a manner that would cause any change in
control of Starfest. There are no voting trusts, pooling arrangements or similar
agreements  in the place  between or among any of the  shareholders,  nor do the
shareholders  anticipate  the  implementation  of such an  agreement in the near
future.

ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        There  were no  transactions  during  the past two  years,  or  proposed
transactions,  to which Starfest was or is to be a party, in which any director,
executive officer, nominee for election as a director, any security holder named
in Item 10 above and any immediate family member of any of the foregoing persons
had or is to have a direct or indirect material interest.


                                       23

<PAGE>



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

        The following exhibits are filed as part of this Form 10-KSB:

        Exhibit No.                                Description

         2            -      Stock Purchase Agreement of March 6, 2000
                             between Starfest, Inc. and MAS Capital, Inc.*

         3.1          -      Certificate of Amendment of Articles of
                             Incorporation of Starfest, Inc. and its
                             earlier articles of incorporation.*

         3.2          -      Bylaws of Starfest, Inc.*

        10.1          -      Agreement of Merger between Starfest, Inc. and
                             Concierge, Inc.*

        23            -      Consent of Jaak (Jack) Olesk, certified public
                             accountant*

        27            -      Financial Data Schedule

        *Previously  filed with Form 8-K12G3 on March 10, 2000;  Commission File
        No. 000-29913, incorporated herein.

(b)     Reports on Form 8-K

        No Forms 8-K were  filed by  Starfest  during  the last  quarter  of the
period covered by this report.

                                       24

<PAGE>


                                   SIGNATURES

        In accordance with Section 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                            STARFEST, INC.



Date:  April __, 2000                       By /s/ Michael Huemmer
                                              ---------------------------------
                                              Michael Huemmer, President

        In accordance  with the Exchange Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



Date:  April __, 2000                       /s/ Michael Huemmer
                                            -----------------------------------
                                            Michael Huemmer, President, Chief
                                            Financial Officer, and Director



Date:  April __, 2000                       /s/ Janet Alexander
                                            -----------------------------------
                                            Janet Alexander, Secretary and
                                            Director

                                       25
<PAGE>


                                 Starfest, Inc.

                             Exhibits to Form 10-KSB
                   For the Fiscal Year Ended December 31, 1999



     Exhibit No.                          Description

         2            -      Stock Purchase Agreement of March 6, 2000
                             between Starfest, Inc. and MAS Capital, Inc.*

         3.1          -      Certificate of Amendment of Articles of
                             Incorporation of Starfest, Inc. and its
                             earlier articles of incorporation.*

         3.2          -      Bylaws of Starfest, Inc.*

        10.1          -      Agreement of Merger between Starfest, Inc. and
                             Concierge, Inc.*

        23            -      Consent of Jaak (Jack) Olesk, certified public
                             accountant*

        27            -      Financial Data Schedule

        *Previously  filed with Form 8-K12G3 on March 10, 2000;  Commission File
        No. 000-29913, incorporated herein.