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

                         AMENDMENT NO. 2 TO 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                                             95-4442384
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)


                 4602 East Palo Brea Lane, Cave Creek, AZ 85331
                 ----------------------------------------------
                    (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 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]

<PAGE>

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]













<PAGE>




                                TABLE OF CONTENTS

                                                                           Page

Item 1.        Description of Business ...................................    1
               Business Development ......................................    1
               Business of Starfest ......................................    2
                      Plan of Operation ..................................    3
               Number of Employees .......................................    3

Item 2.        Description of Property ...................................    4
               Facilities ................................................    4

Item 3.        Legal Proceedings .........................................    4

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

Item 5.        Market for Common Equity and Related Stockholder
                      Matters ............................................    4
               Dividends .................................................    4
               Holders ...................................................    4
               Penny Stock Regulations ...................................    5
                      The Penny Stock Suitability Rule ...................    5
                      The Penny Stock Disclosure Rule ....................    6
                      Effects of the Rule ................................    7
               Recent Sales of Unregistered Securities ...................    7

Item 6.        Plan of Operations ........................................    8
               Overview ..................................................    8
                      Concierge's Plan of Operation ......................    9
                      Description of the PCATM ...........................    9
                      The Market .........................................   10
                      Distribution Methods ...............................   11
                      Production Costs ...................................   11
                      Government Approval of Principal Products ..........   12
                      Government Regulations .............................   13
                      Properties .........................................   13
                      Dependence on Major Customers ......................   13
                      Seasonality ........................................   13
                      Research and Development ...........................   13
                      Environmental Controls .............................   13
                      Year 2000 Computer Problems ........................   13
                      Number of Employees ................................   13
                      Venue of Sales .....................................   13
                      Patents, Trademarks, Copyrights and
                             Intellectual Property .......................   13
                      Legal Proceedings ..................................   14
                      Liquidity ..........................................   14
               Concierge's Management's Plan of Operation ................   14
                      Liquidity ..........................................   14
                      Product Research and Development ...................   14
                      Other Expected Developments ........................   14
                      Market for Common Equity and Related
                             Stockholder Matters .........................   15
                      Market Information .................................   15
                      Holders ............................................   15
                      Dividends ..........................................   15
               Changes In and Disagreements With Accountants on
                      Accounting and Financial Disclosures ...............   15

                                       i
<PAGE>


Item 7.        Financial Statements ......................................   15

Item 8.        Changes in and Disagreements With Accountants On
                      Accounting and Financial Disclosure ................   24

Item 9.        Directors, Executive Officers, Promoters and
                      Control Persons; Compliance with
                      Section 16(a) of the Exchange Act ..................   24
                      Section 16(a) Beneficial Ownership
                             Reporting Compliance ........................   25

Item 10.       Executive Compensation ....................................   25
               Long-Term Compensation ....................................   26

Item 11.       Security Ownership of Certain Beneficial Owners
                      and Management .....................................   26

Item 12.       Certain Relationships and Related Transactions ............   27

Item 13.       Exhibits and Reports on Form 8-K ..........................   28
               (a)    Exhibits ...........................................   28
               (b)    Reports on Form 8-K ................................   28

Signatures ...............................................................   29













                                       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.

        At the time of this  transaction,  the market price of Starfest's common
stock was  $1.50 bid at  closing  on March 7,  2000 on the OTC  Bulletin  Board.
Accordingly,  the consideration Starfest paid for the 96.83 percent interest was
valued at $325,000.  Concierge  loaned to Starfest the $100,000  cash portion of
the consideration evidenced by a no-interest,  demand note. Michael Huemmer, the
president of Starfest,  loaned to Starfest the 150,000 shares of common stock of
Starfest that was the stock portion of the consideration.

        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.

        MAS XX had no business, no assets, and no liabilities at the time of the
transaction.  Starfest  entered into the  transaction  solely for the purpose of
becoming the successor issuer to MAS Acquisition XX Corp. for reporting purposes
under the 1934 Exchange Act. Prior to this  transaction,  Starfest was preparing
to  register  its  common  stock  with the  Commission  in order to avoid  being
delisted  by  the  OTC  Bulletin   Board.  By  engaging  in  the  Rule  12g-3(a)
transaction,  Starfest  avoided the  possibility  that its planned  registration
statement  with the Commission  would not be fully reviewed by the  Commission's
staff before an April 2000  deadline,  which would result in  Starfest's  common
stock being delisted on the OTC Bulletin Board.

                                       1
<PAGE>

        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,

        *      Starfest will be the surviving corporation,

        *      The shareholders  of  Concierge will receive  pro rata  for their
               shares of common stock of  Concierge, 99,957,713 shares of common
               stock of Starfest  in the merger, and all shares of capital stock
               of Concierge will be cancelled,

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

        *      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." The two events lost money, however. By the end
of 1995, Starfest had a retained deficit of $1,228,703.

        In 1996 the  event was  renamed  "Starfest"  and was  again  held in Los
Angeles.

        In 1997 the event was planned but was  cancelled  before being held.  At
the end of 1997,  Starfest had no business and a retained deficit of $2,135,885.
The company was  essentially  dormant in 1998,  losing only $2,366 for the year,
with its activities being limited to dealing with creditors and to attempting to
raise capital for the resumption of business.

        In 1999, with no business, Starfest turned the management of the company
over to three individuals  involved in the adult entertainment  business - Billy

                                       2
<PAGE>

Harbour, John Whitley and Pamela Miller of southwestern Virginia. Under this new
direction the company bought three websites on the Internet -  www.starfest.com,
www.adultstar.com  and  www.adultstars.com.  Starfest  also  purchased  and paid
$12,000 for twelve additional 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 by  obtaining  the  resignations  of
directors  associated  with the  Virginia  management  and having the  remaining
directors elect Michael Huemmer as president and Janet Alexander as secretary of
the company.  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 remaining assets of the company  associated with the adult
entertainment  business  for  $10,000.  The assets  consisted of the three adult
entertainment  websites and the right to obtain the additional  twelve websites.
Starfest  applied  this and its other cash assets to the payment of  outstanding
liabilities. Starfest suffered a loss of $518,606 for the year of 1999.

        On January 18, 2000,  Starfest and Concierge executed a letter of intent
to submit to their stockholders a proposal to merge. The 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.

        Starfest has no employees. Starfest's present management consists of two
persons, Michael Huemmer, president, and Janet Alexander, secretary.

Plan of Operation
-----------------

        Starfest's  sole plan of  operation  at present is to progress  toward a
closing of the proposed merger with Concierge. Should the merger be consummated,
the  company's  plan of operation  for the next twelve  months shall then be the
plan of operation that Concierge's management has for its company.

        Until the merger should be  consummated  or  abandoned,  Starfest has no
paid employees.  Its officers and directors are contributing  their time without
compensation.

        Should  the  merger  with  Concierge  not  be  consummated,   Starfest's
management  will seek another merger  partner.  Starfest has sufficient  cash to
meet any anticipated  cash  requirements  that will arise before the merger with
Concierge is  consummated.  Should the merger with Concierge not be consummated,

                                       3
<PAGE>

Starfest will likely find it necessary to raise  additional  funds in connection
with any other merger it might negotiate with another merger  partner.  It would
propose to require the other party to the merger to provide such funds.

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 and the first  three  quarters of 2000.
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>           <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
</TABLE>

                                       4
<PAGE>

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

               2000:
                      1st Qtr.              2.3125        0.075
                      2nd Qtr.              2.9688        0.3700
                      3rd Qtr.              0.7813        0.35
</TABLE>

Holders

        There are approximately 96 holders of record of Starfest's common stock.


Rule 144 and Rule 145 Restrictions on Trading.
---------------------------------------------

        Should the merger with Concierge be approved and effected, all shares of
common stock of the post-merger company issued in the merger to the stockholders
of  Concierge  shall  have  been  issued  pursuant  to  registration   with  the
Commission. Nevertheless, there will be certain restrictions on the transfer for
value of the shares  received in the merger by the affiliates of Concierge,  who
may be deemed to be underwriters.

        Securities  and  Exchange  Commission  rules  define as  "affiliates"  a
corporation's  executive  officers,  directors  and other  persons  who,  by any
manner,  exercise  control over the  corporation's  direction and policies.  The
affiliates of Concierge at the time of the vote on the merger,  in order to sell
their shares  received in the merger,  must either  register  them for resale or
comply with the resale provisions set forth in paragraph (d) of the Commission's
Rule 145, unless some other exemption-from-registration  provision is available.
The resale  provisions of paragraph (d) of Rule 145 refer to certain  provisions
of the  Commission's  Rule 144 and  require,  for  sales of the  shares  by such
affiliates, that:

               *      the  company  must  have  been  subject  to the  reporting
                      requirements  of  Section  13  or  Section  15(d)  of  the
                      Securities Exchange Act for at least 90 days (which is the
                      case, here),

               *      the  company  must  have  filed  all   reports  with   the
                      Commission required by such  rule during the twelve months
                      preceding  such  sale  (or such  shorter  period  that the
                      company was required to file such reports),

                                       5
<PAGE>


               *      transfers  for  value  by  such  affiliates can occur only
                      either (1) through broker transactions  not  involving the
                      solicitation  of  buyers or (2) directly to market-makers,
                      and

               *      each such  affiliate  can  transfer  for  value,  during a
                      90-day  period,  no more  shares  than the  greater of one
                      percent  of all issued  and  outstanding  shares of common
                      stock of the company (119,957,713 shares immediately after
                      the  merger) or the  average  weekly  volume of trading in
                      such common stock reported through the automated quotation
                      system of Nasdaq or the  Bulletin  Board  during  the four
                      calendar  weeks  prior to  placing  the sell  order with a
                      broker-dealer.

        The  above  resale  provisions  of Rule  145  shall  continue  for  such
affiliates  for one year after the merger.  Then,  only the company's  reporting
requirement  shall  continue.  When  any  such  affiliate  has  ceased  to be an
affiliate of the post-merger  company for at least three months, and provided at
least  two  years  have  elapsed  since  the date of the  merger,  then even the
requirement  that the company file reports with the Commission will no longer be
required for such a former  affiliate to sell any of the shares  acquired in the
merger.

        The following  table allocates the  post-merger  company's  common stock
between  restricted  and  non-restricted  stock for  Concierge's  and Starfest's
affiliates at the time of the merger:

                                                                   No. of Shares
                                                                    Restricted
                                                      Percent of     by Rules
   Post-Merger Company                No. of Shares  Total Issued   144 and 145
   -------------------                -------------  ------------  -------------

Authorized shares                      190,000,000             -              -

Issued and outstanding shares          119,957,713         100.0     65,297,240
                                       -----------         -----    -----------
Issued and outstanding shares to be                                   Rule 145:
controlled by Concierge's affiliates    64,437,240          53.7     64,437,240

Issued and outstanding shares to be                                   Rule 144:
controlled by Starfest's affiliates        860,000           0.7        860,000

Pre-merger restricted shares of
Starfest issued during 2000 to                                        Rule 144:
persons other than its affiliates        1,402,001           1.2      1,402,001

Shares in the "public float,"
subject to no restrictions on trading   53,258,472          44.4              -
                                       -----------         -----    -----------

                                       119,957,713         100.0     65,297,240

                                       6
<PAGE>

        The 860,000 shares  controlled by Starfest's  affiliates  were issued in
2000 and will continue to be  "restricted"  shares until they have been held for
two years.  The same is true of the 542,001  other shares of Starfest  issued in
2000.  After such shares have been held for one year,  they may be sold pursuant
to the  provisions of Rule 144, the principal  ones of which are set forth above
on page 27 as "bullet points" in the second paragraph of this heading.

        No equity of Starfest is subject to  outstanding  options or warrants to
purchase, or securities convertible into, equity of the company.

        Dividends. Starfest has had no earnings and has declared no dividends on
our capital stock.  Concierge has never earned a profit and may not do so in the
future.  Under California law, a company - such as our post-merger company - can
pay dividends only

        *   from retained earnings, or

        *   if after the dividend is made,

        *   its tangible assets would equal at least 11/4 times its liabilities,
            and

            *   its current assets would at least equal its current liabilities,
                or

            *   if the average of its  earnings before  income  taxes and before
                interest  expenses  for  the  last  two years  was less than the
                average of its  interest expenses  for the last two years,  then
                its  current  assets  must  be equal to  at least 11/4 times its
                current liabilities.

        The post-merger  directors'  strategy on dividends is to declare and pay
dividends only from retained earnings and when the directors deem it prudent and
in the best interests of the company to declare and pay dividends.

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."


                                       7
<PAGE>

        A "penny stock" is any stock that:

        *      sells for less than $5 a share.

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

        *      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 $2  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.

        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:

        *      transactions not recommended by the broker-dealer,

        *      sales to institutional accredited investors,

        *      transactions  in  which  the  customer  is a  director,  officer,
               general partner, or direct or indirect  beneficial  owner of more
               than  5 percent of any  class of equity security of the issuer of
               the penny stock that is the subject of the transaction, and

        *      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 is set forth in a
federal regulation and contains the following information:

        *      A statement  that penny stocks can be very risky,  that investors
               often cannot sell a penny stock back to the dealer that sold them
               the stock,

        *      A  warning  that  salespersons  of penny stocks are not impartial
               advisers but are paid to sell the stock,

        *      The  statement that federal  law requires the salesperson to tell
               the potential investor in a penny stock -

               *      the "offer" and the "bid" on the stock, and

               *      the compensation the salesperson and his firm will receive
                      for the trade,

        *      An  explanation  that the  offer  price and the bid price are the
               wholesale prices at which dealers are willing to sell and buy the
               stock from other  dealers,  and that in its trade with a customer
               the dealer may add a retail charge to these wholesale prices,

        *      A warning that a large spread between the bid and the offer price
               can make the resale of the stock very costly,

        *      Telephone numbers a  person can call  if he or she is a victim of
               fraud,

        *      Admonitions -

               *      to use caution when investing in penny stocks,

               *      to understand the risky nature of penny stocks,

                                       9
<PAGE>


               *      to  know the  brokerage firm and the salespeople with whom
                      one is dealing, and

               *      to be cautious if ones salesperson leaves the firm.

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.

        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>
-------------------------

                                       10
<PAGE>

(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  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 310-216-6334.

                                       11
<PAGE>

        Concierge's Plan of Operation
        -----------------------------

        Concierge  has  developed a "unified  messaging"  product - the Personal
Communications  Attendant ("PCATM").  Concierge commenced marketing the PCATM in
September  2000.  It had  expected to bring the PCATM to market in early  April,
announced this expectation in an interview on a television  program and set up a
toll-free  line with  contract  personnel  available to take  telephone  orders.
Approximately  50  orders  were  received.  Unfortunately,  Concierge's  initial
marketing effort was precipitous.  The company  Concierge had hired to write the
programming code to implement Concierge's design,  technical  specifications and
program logic did not timely meet its contractual  commitments.  The product was
not ready. The initial marketing effort was terminated.

        On May 12, 2000 the  responsibility for writing the programming code was
reassigned to Dave Cook Consulting of Mercer Island, Washington.  That company's
work was overseen by Concierge.  Detailed  technical  development of the initial
PCATM  product,  packaging  design,  documentation,  field testing and attendant
tasks were completed,  and the PCATM is now available for direct purchase online
at www.pcahome.com.

        Limited  shipments  began in September  2000.  Advertising and marketing
campaigns were held in abeyance  until  technical  problems in automatic  credit
card  verification  and funds  transfer  could be addressed.  These problems are
believed to have been resolved.  Extensive system testing and  certification are
currently  underway.  Testing is expected to be  completed by late  October,  at
which time full direct marketing  efforts are planned to commence  together with
shipments to fill any orders.  Concierge is also involved in  negotiations  with
several reseller,  merchandising and manufacture  representative  organizations,
which negotiations it hopes will culminate in agreements leading to sales of the
PCATM.

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

        The PCATM responds to the user's voice  commands to read,  verbalize and
manage e-mail traffic stored on a personal  computer.  The PCATM 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 PCATM can verbalize e-mail
(with future fax and voice-mail  capabilities) over the phone and save or delete
those messages as directed by the user.

                                       12
<PAGE>

        The PCATM  software  executes  on a personal  computer  operating  under
Windows 95 or Windows 98 and using  Microsoft  Outlook or Outlook  Express as an
e-mail  client.  It requires 350  megabytes of  available  hard disk space.  The
Internet connection may be effected by any standard means,  including dial-up or
dedicated  telephone line, cable or DSL, but voice interaction  between the user
and the PCATM software requires a dial-up phone line and a voice-capable  modem.
Generally,   although  not   invariably,   many   available  56  KB  modems  are
voice-capable.  The initial  product  being  offered for sale is a  stand-alone,
single-user version and is not designed to function in a LAN or WAN environment.
There are no set-up costs  associated  with the product other than assuring that
the minimum hardware and software requirements are present.

        The initial product can verbalize only a user's e-mail.  It is, however,
implemented with "hooks" for the addition of fax and voice-mail modules. "Hooks"
means that the programs have been written to facilitate the future  inclusion of
additional  features  such  as fax  and  voice-mail  capabilities.  The  date of
availability  of these features will depend upon  decisions  still to be made by
Concierge   management   regarding  the  assignment  of  priorities  to  product
introduction.  Among future products  planned are the "Pro" version,  which will
enable the user to access by telephone the user's fax and voice-mail messages; a
multi-user,  server-based  version for  corporate/enterprise  users; and various
"nationalized",  that is,  non-English,  versions.  An  assessment of individual
market  segments  and other  considerations  will  enter  into the  decision  of
Concierge's management as to how its available resources might best be utilized.
Expansion  of the  initial  product's  capabilities  to add fax  and  voice-mail
retrieval capabilities will not be a major effort; however, it may or may not be
the best  application of  Concierge's  capabilities  from a strategic  marketing
standpoint.

        The e-mail  version will retail at $39.95.  With a $19.95  upgrade,  the
planned  pro  version  will  monitor  and  collect  fax,  voice  mail and e-mail
messages. A user's personal computer will then become a universal communications
center. All the user's incoming  communications,  be they fax, voice- or e-mail,
will reside on the user's own computer and will be readily  accessible  from any
telephone.

        There will be no monthly  service  fee. No device other than an ordinary
telephone is needed to access the PCATM.  The PCATM also  includes an auto pager
that notifies the user by phone or pager when new e-mail is received.

        The  underlying  technology is the subject of patents,  and Concierge is
required  to pay  royalties  of  $0.85 a  delivered  PCATM  unit to  Lexicus,  a
subsidiary of Motorola, for its Clamor Automatic Speech Recognition software and

                                       13
<PAGE>

$1.00 a delivered unit to fonix for its text-to-speech  software.  Concierge has
paid  advance  royalties  to Lexicus for 50,000  units and advance  royalties to
fonix for 180,000 units.

        Concierge intends  to "nationalize"  the  product to  accomodate several
foreign languages, possibly including Japanese, Korean,  German,  Latin American
Spanish, French and Brazilian Portuguese.  fonix has  advised Concierge that its
test-to-speech  software  will  be  available  in  up to seven foreign languages
commencing in the first quarter of 2001.   "Nationalizing"  the  PCATM will also
require the  translation  of  PCA-generated  voice  prompts,  packaging  for the
product  and  preparation  of  the  user  documentation.   The voice recognition
component of the PCA is "language independent" and  requires  no revision - once
trained by the user, it  accepts  any  sound  as  signifying  any  corresponding
instruction provided the sound is uttered consistently and in context.

        Concierge anticipates that it will complete the first nationalization of
the PCATM within 45 days after it receiveds from fonix the nationalized test-to-
speech development materials.

        The  Market.   In  a  study   published   May  12,  2000  and   entitled
"Communications  Software and Services," Donaldson Lufkin & Jenrette reported on
the past,  present and future  estimated  users of the  Internet and of wireless
communications  devices.  Referring to several sources for its information,  DLJ
reported the following estimates of users:


<TABLE>
<CAPTION>
                                   In Millions
                                   -----------
                               Wireline            Wireless         Source of
  No. of Users                 Internet          Communication       Estimate
  ------------                 --------          -------------      ---------
U.S.A.:
<S>                              <C>                  <C>           <C>
     End of 1998                  30                                  I.D.C.
     End of 2002                  67                                  I.D.C.
Global:
     End of 1999                 196                                  I.D.C.
     End of 2003                 503                                  I.D.C.
U.S.A.:
     End of 1999                                       87           DLJ and WTDR
     End of 2002                                      160           DLJ and WTDR
     End of 2005                                      200           DLJ and WTDR
Global:
     End of 1999                                      425           DLJ and WTDR
     End of 2002                                    1,000           DLJ and WTDR
</TABLE>

                                       14
<PAGE>

        DLJ estimated that by 2005, over 70 percent of all wireless users in the
U.S.  will  access  the  Internet  -  better  than  50 percent  of the  nation's
population, or  150 million  users.   It  stated, "The ability to send messages,
retrieve e-mail . . . is  all within  the grasp  of a mobile  device and  at the
touch of our fingertips or at the tone of our voice."

        Concierge  believes that it has positioned  itself,  with its PCATM,  to
provide a valuable service to a growing market segment.

        Distribution Methods. Concierge's marketing methods will include direct,
high-volume,  e-mail  advertising  promulgated on the Internet.  Lists of e-mail
addresses are readily available for purchase.  Such lists typically contain from
millions to tens of millions of valid e-mail addresses.  The lists may cost from
a few  hundred  dollars  to one or two  thousand  dollars,  depending  upon  the
specificity of the target audience.

        In  the  case  of  Concierge's  PCATM  product,   any  e-mail  user  who
communicates  in English and has a need to retrieve  e-mail  messages while away
from his or her personal computer may legitimately be considered a prospect. The
lists to be utilized by Concierge will be unfiltered lists, generally restricted
geographically to English-speaking  North America.  Concierge has elected not to
use its in-house  server  capacity to perform the actual bulk  mailings but will
employ an outside  service  for this  function.  Both list  sources  and mailing
services advertise extensively on the Internet and can also be easily identified
through any comprehensive search engine such as www.dogpile.com.

        In addition to direct e-mail Internet marketing,  Concierge's  marketing
plan includes the cultivation of Internet  Service  Providers  (ISPs) as a sales
channel for the PCATM. Under discussion are strategic  alliances to provide PCAs
with personal computer systems and sales through direct marketing organizations.
Concierge  has  participated  and will  continue  to  participate,  in radio and
television  business-oriented  shows  designed  to  expose  companies  and their
products to a mass audience.  Approximately  50 percent of  Concierge's  present
resources will be allocated to advertising, marketing and product promotion.

        Production  Costs.  The PCATM  will be  manufactured  and  produced  for
Concierge by XeTel Corp. A service order fulfillment  contract has been executed
with  eAssist.com  of  San  Diego,  California,   an  unaffiliated  third  party
corporation.  Dave Cook  Consulting of Mercer  Island,  Washington  will provide
product development services to implement products designed by Concierge.

               Manufacturing Services Agreement.   XeTel Corporation  of Austin,
Texas  will  manufacture  the  PCATM software  for Concierge  at  its San Ramon,

                                       15
<PAGE>

California plant and ship it F.O.B. San Ramon at Concierge's direction.

               Concierge  furnishes  to XeTel  the  design  of the  PCATM  and a
twelve-month forecast of sales. They then negotiate the unit price to be charged
Concierge during such period based on the forecast.  Concierge also furnishes to
XeTel an approved list of vendors for all component parts of the PCATM.

               The first four months of the  twelve-month  forecast must be firm
purchase  orders.  Each month the twelve-month  forecast is updated,  as are the
four months of purchase orders.

               Should  the actual  orders  fall  short of those  forecast  for a
twelve-month  period for which a price was  negotiated,  Concierge is subject to
XeTel's  supplier  billbacks.  As of October  15,  2000,  Concierge  had prepaid
$49,890 to XeTel for PCAsTM to be manufactured for Concierge. Concierge also had
in its inventory at that date 2,000 PCAsTM manufactured for it by XeTel and paid
for.

               XeTel  warrants  the  products  for 90 days after it ships  them.
Should a product be defective  because of Concierge's  design,  Concierge  still
must pay XeTel the full  purchase  price for the  product.  Should a product  be
defective because of XeTel's  workmanship or material  furnished by XeTel, XeTel
will  replace the goods at its expense if the goods are returned to it within 30
days after XeTel's 90-day warranty period.

               Either party can terminate the agreement for its  convenience  on
180 days' notice or for cause on 30 days' notice.

               Service  Order  Fulfillment Agreement.   eAssist.com will provide
multimedia,  customer-relationship-management  services  via  the  Internet   to
Concierge.  eAssist.com will provide -

               *      outsourced e-mail management services and software,

               *      chat management services and software, and

               *      voice-based call handling.

All  services are to  be provided 24 hours  a day, 7 days  a week.   eAssist.com
agrees to provide -

               *      90% of its automatic e-mail responses within 10 minutes,

               *      90% of its personalized e-mail responses within 8 hours,

                                       16
<PAGE>

               *      80% of its chat requests within 120 seconds, and

               *      80% of calls answered within 120 seconds.

               e-Assist.com  will charge  Concierge a one-time  installation and
set-up services fee and then a flat-rate monthly management fee to be negotiated
after  eAssist.com's and Concierge's  technical staffs have completed the setup,
implementation and integration of customized software applications for -

               *      one-to-one chat interaction,

               *      processes  for   integrating  web  pages   directly   with
                      eAssist.com's chat server,

               *      automated and personalized e-mail,

               *      VoIP (voice-over Internet Packets), and

               *      multimedia, customer-relationship, management services via
                      the Internet to Concierge.

               The term of the  agreement is two years - March 29, 2002.  Either
party can terminate the agreement on 60 days' notice.

               Product Development Agreement.   Dave Cook  Consulting  of Mercer
Island,  Washington   provides  product   development   consulting  services  to
Concierge.  Payment for the services is based upon hourly charges.

               After a  previous  consultant  hired to  perform  program  coding
implementation of Concierge's  design of the PCATM failed to perform as required
by March 22, 2000,  Concierge  hired Dave Cook  Consulting  to perform the work.
Dave Cook Consulting  restructured the fundamental  systems  architecture of the
PCATM,  rewrote  the basic  programming  code of major  modules of the  software
package, and revised the user interface.

               Mr.  Cook,  together  with  Lisa  Monte of  Creative  Web  Works,
recommended   major   changes   that   were   made  in   Concierge's   web  site
(www.pcahome.com)  and  helped  equip the site to handle  on-line  entry  order,
credit card verification and order fulfillment.

               The intellectual property rights associated with the work product
of Dave Cook Consulting will be owned by Concierge.

                                       17
<PAGE>


               The term of the March 17, 2000  agreement is one year.  Concierge
can  terminate  the  agreement  without  cause on 30  days'  notice.  Dave  Cook
Consulting  can  terminate  the  agreement  on  30  days'  notice  if  Concierge
materially breaches any obligation of the agreement.

        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.

        Properties.  Concierge leases  approximately 1,100 square feet of office
space at Suite 1278, 6033 West Century Boulevard, Los Angeles, California 90045.
The lease is a one-year  lease that  expires  June 1, 2001.  The space is deemed
adequate for the present time. Ample space is available for any needed expansion
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 possible  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 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.

                                       18
<PAGE>

        Number of Employees.   On October 1, 2000 Concierge employed two persons
full time and two persons part time.

        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.

        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.

Concierge Management's Plan of Operation

        Concierge's  management proposes to devote the company's cash assets and
the time and efforts of its officers and staff for the next twelve months to the
promotion,  sale  and  continued  improvement  of  its  Personal  Communications
Attendant.

        Liquidity.   As of  September 30, 2000,  Concierge  had  cash  assets of
$107,559 plus prepaid expenses  of $245,800  in prepaid  royalties  and  product
manufacturing.   In this regard,  Concierge had raised $467,500 through the sale
of shares of its  common stock during the period from July 31, through September
6, 2000.  The circumstances of the sale of these shares were such that there may
not have been an exemption from registration available for the sales.  See "Risk
Factors - 9.   Concierge  has  contingent  liability  of  $467,500  for possible
violations of registration requirements of the Securities Act."   Concierge does
not  concede  that  no  exemption  from  registration  was  available,  but  the
contingency exists  that the  purchasers of  these shares could seek - and might
prevail in seeking - rescissions of their purchases of stock  and  a  return  of
their purchase amounts plus interest  and  attorney fees.   Should a demand  for
rescission be made  by the  purchasers of the stock sold for $467,500, Concierge
would  simultaneously  oppose  such  a  demand  for  rescission,  seek  to raise
additional capital to cover the contingency that rescissions  might have  to  be
made, but continue to use its cash assets to pursue its  business objectives, as
outlined above.

        Product  Research  and  Development.  Concierge's  initial  PCATM (audio
e-mail  version) is designed to execute on a personal  computer  operating under

                                       19
<PAGE>

Windows  95/98 and using  Microsoft  Outlook  or  Outlook  Express  as an e-mail
client.  Future  versions  are  expected  to  operate  in the same or  successor
environments,  although the server-based,  multi-user, versions will most likely
function under Microsoft NT or its derivative,  Windows 2000. The initial PCATM,
however, is available for purchase and became available on October 3, 2000.

        A June 3, 2000 and other projected product release dates were predicated
upon  the  fulfillment  of  firm   commitments  made  to  Concierge  by  outside
contractors.  Some of those contractors  failed to meet their  commitments,  and
Concierge was forced to delay product introduction. Due to the complexity of the
PCATM  product  line,  numerous  specialized  technical  skills are essential to
successful  implementation.  However,  very few of these  niche  skills  warrant
full-time  employment  of  qualified  specialists.  It has thus  always been the
intention of  Concierge's  management to outsource  narrowly-focused,  technical
functions to the greatest extent possible.

        Support for Eudora and other e-mail  clients is expected to be available
in the next version,  whose release date is yet to be  determined.  Since Eudora
comprises  less than ten percent of the  Windows-based  e-mail users,  it is not
considered to be a significant impediment to the market appeal of the product.

        Other Expected  Developments.  Concierge does not expect to purchase any
plant or  significant  equipment.  It outsources the  implementation  of product
designs for its products  that it  develops,  through the  collaboration  of its
president, Allen Kahn, and outside providers.

        Concierge does expect to increase the number of its employees during the
next twelve months by adding approximately three employees,  which would include
administrative and executive personnel.

        Market for Common Equity and Related Stockholder Matters.
        ---------------------------------------------------------

        Market  Information.  There is no established  public trading market for
Concierge's  common  stock.  None of its  authorized  shares of common stock are
subject  to  outstanding   options  or  warrants  to  purchase,   or  securities
convertible into, common stock.

        Concierge's  outstanding  1,376,380  shares  of  common  stock  will  be
converted  to  96,957,713  shares of common  stock of  Starfest  on the basis of
70.444  shares  to  Starfest  common  stock to be  exchanged  for each  share of
Concierge common stock. All 96,957,713 shares will be eligible for sale, but the
64,437,240  shares to be distributed to Concierge's  officers and directors will
be subject to the resale provisions of paragraph (d) of Rule 145.

                                       20
<PAGE>


        Holders.  There are 97 holders of record of Concierge's common stock.

        Dividends.  Concierge has declared no cash dividends on its common stock
since its inception. There are no restrictions that limit Concierge's ability to
pay dividends on its common stock or that are likely to do so in the future.

Changes  In  and  Disagreements  With  Accountants  on  Accounting and Financial
--------------------------------------------------------------------------------
Disclosures.
------------

        During the last two fiscal  years and the  period  since June 30,  1999,
there have been no changes in Concierge's principal independent accountant.

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








                                       21
<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
--------------------------
Jaak Olesk

Beverly Hills, California

February 9, 2000  (except with  respect to Note 4, as to which the date is March
7, 2000)





                                       22
<PAGE>


                                 STARFEST, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 1999
<TABLE>


                                     ASSETS


<S>                                                                <C>
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
                                                                   ===========

</TABLE>









                 See accompanying notes to financial statements.

                                       23


<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.

                                       24

<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.

                                       25
<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.

                                       26
<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).

                                       27
<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.

                                       28
<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.

        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.  Concierge, Inc. does not
have significant assets or revenues.

        The proposed merger of Starfest, Inc. and Concierge, Inc. will result in
a reverse acquisition, i.e. the acquisition of Starfest, Inc. by Concierge, Inc.
as Concierge, Inc. will have the controlling voting rights of the combined
entity.

        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 Acquisiton XX  Corp.  ("MAS XX"),  an  Indiana
corporation  and  (2)  Starfest, Inc.  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, Inc.
in  a  transaction in  which Starfest, Inc. became the parent corporation of MAS
XX.   Mas Capital, Inc.  and  MAS Acquisition XX Corp.  do  not have significant
assets or revenues.

        Upon execution of the Purchase Agreement and the  subsequent delivery of
$100,000 cash and 150,000 shares of  common stock of  Starfest, Inc. 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, Inc. 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.

        The merger transaction with MAS Acquisition XX Corp. is considered to be
a capital  transaction  (i.e. the issuance of  stock of  MAS Acquisiton XX Corp.
accompanied by a recapitalization).



                                       29
<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.
<TABLE>
<CAPTION>
                                                   Office Held           Term
     Person                  Offices                  Since            of Office
     ------                  -------               -----------         ---------

<S>                        <C>                         <C>                <C>
Michael Huemmer, 60        President and               1999               2000
                           Director

Janet Alexander, 66        Secretary and               1999               2000
                           Director
</TABLE>


        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.

                                       30
<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,  based upon the $0.045 bid price of the
        stock on the OTC Bulletin Board the day the shares were awarded.

(2)     The value of the 200,000  shares of stock  awarded to Mr.  Gronauer  was
        $10,000  when the award was made,  based upon the $0.05 bid price of the
        stock on the OTC Bulletin Board the day the shares were awarded.

                                       31
<PAGE>

        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.

        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>
        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>
-------------------------

                                       32
<PAGE>

(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  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,

                                       33
<PAGE>

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.

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 (superseded by Exhibit 23.1 filed herein).

          23.1      -      Consent  of  Jaak  (Jack)  Olesk,   certified  public
                           accountant (superseded by Exhibit 23.2 filed herein).

          23.2      -      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.

        **Previously  filed with Form 10-KSB on April 14, 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.

                                       34
<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:November 29, 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:November 29, 2000              /s/Michael Huemmer
                                    --------------------------------------------
                                    Michael Huemmer, President,  Chief Financial
                                    Officer, and Director



Date:November 29, 2000              /s/Janet Alexander
                                    --------------------------------------------
                                    Janet Alexander, Secretary and Director













                                       39