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

                         AMENDMENT NO. 1 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)



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

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

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

                           Title of each class: None.

                Name of each exchange on which registered: None.

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

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

        Check  whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing  requirements for the past 90 days. Yes[X] No[ ]

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

<PAGE>

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

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

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

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

DOCUMENTS INCORPORATED BY REFERENCE

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

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





















                                        2
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item 1.        Description of Business ...................................    1
               Business Development ......................................    1
               Business of Starfest ......................................    2
                      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.

        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.

        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

                                        1
<PAGE>


filed with the Commission as soon as the necessary audited financial  statements
of Concierge are prepared.  It is expected that these financial  statements will
be available within 30 days.

               Pursuant to the agreement of merger between Starfest
and Concierge,

               o      Starfest will be the surviving corporation,

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

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

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

Business of Starfest

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

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

        In 1999  Starfest  turned the  management  of the company  over to three
individuals involved in the adult entertainment  business - Billy 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

                                        2
<PAGE>

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.

        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,
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.

                                        3
<PAGE>


ITEM 2.        DESCRIPTION OF PROPERTY

        Starfest owns no plants, real property or personal property.

Facilities

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

ITEM 3.        LEGAL PROCEEDINGS

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

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

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

ITEM 5.        MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

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

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

Dividends

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

Holders

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

                                        4
<PAGE>

Penny Stock Regulations

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

        A "penny stock" is any stock that:

        o      sells for less than $5 a share.

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

        o      is not a stock of a "substantial  issuer."  Starfest is not now a
               "substantial  issuer"  and  cannot  become  one  until it has net
               tangible  assets  of at least $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:

                                        5
<PAGE>

        o       transactions not recommended by the broker-dealer,

        o       sales to institutional accredited investors,

        o      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

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

        The Penny Stock Disclosure Rule
        -------------------------------

        Another  Commission  rule - the Penny stock  Disclosure  Rule requires a
broker-dealer,  who  recommends  the sale of a penny  stock to a  customer  in a
transaction not exempt from the suitability rule described above, to furnish the
customer  with a "risk  disclosure  document."  This  document is set forth in a
federal regulation and contains the following information:

        o      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,

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

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

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

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

        o      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,

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

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

        o      Admonitions -

                                        6
<PAGE>
               o      to use caution when investing in penny stocks,

               o      to understand the risky nature of penny stocks,

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

               o      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>
-------------------------

                                        7
<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 310-645-1582.

                                        8
<PAGE>
        Concierge's Plan of Operation
        -----------------------------

        Concierge  has  developed a "unified  messaging"  product - the Personal
Communications  Attendant  ("PCATM") It  attempted  to commence  marketing  this
product  in  April 2000.   The  product  was not ready.  It terminated the April
initiative  and will again  commence  marketing the product in August 2000.

        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.

        Concierge  expects it will be able to  commence  marketing  the PCATM in
August  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 is being  overseen  by  Concierge.  Concierge  is  pleased  with  Dave Cook
Consulting's  progress and  performance and is confident the PCATM will be ready
for August 2000 shipments.

        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

                                        9
<PAGE>

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 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 PCA(TM). The PCATM also includes an auto pager
that notifies the user by phone or pager when new e-mail is received.

        Considering direct product costs including royalties, Concierge projects
a gross profit margin of  approximately  80 to 90 percent of direct  sales.  The
underlying  technology  is the subject of patents,  and Concierge is required to
pay royalties of $0.85 a PCATM unit to Lexicus,  a subsidiary  of Motorola,  for
its Clamor Automatic Speech  Recognition  software and $1.00 a 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 accommodate  several
foreign languages,  possibly including Japanese,  Korean, German, Latin American
Spanish, French and Brazilian Portuguese.  The timing of this depends upon Fonix
Corp.'s delivery date for non-English  versions of its text-to-speech  software.
Fonix has advised Concierge that its  text-to-speech  software will be available
by late summer 2000 in seven foreign languages.

        The Market.  As of early 1999,  we estimate  there were over 250 million
e-mail users worldwide,  a number which is growing  rapidly.  As to the domestic
market,  we estimate  that there were more than 40 million  e-mail  users in the
U.S. in 1996  churning  out more than 150  million  messages a day. By 2003 that
could reach more than 200 million  users,  creating 7 billion  messages a day. A
substantial  majority of this group are potential  users of Concierge's  current
products and products planned for future release.

                                       10
<PAGE>

        Distribution Methods. Concierge's marketing methods will include direct,
high-volume,  e-mail advertising  promulgated on the Internet.  Every individual
using Internet e-mail, communicating in English, and having the need to remotely
access e-mail is, by definition, a legitimate prospect for Concierge's products.
Bulk e-mail  promotion is extremely  cost-effective,  especially  in view of the
fact that the Concierge  product is  specifically  designed for Internet  e-mail
users, or 100 percent of the  addressees.  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  for  Concierge at  its San Ramon, 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.

               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

                                       11
<PAGE>

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 -

               o      outsourced e-mail management services and software,

               o      chat management services and software, and

               o      voice-based call handling.

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

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

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

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

               o      80% of calls answered within 120 seconds.

               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 has agreed to provide product development consulting services
to Concierge. Payment for the services is based upon hourly charges.

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

               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.

                                       12
<PAGE>

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

        Properties.  Concierge  subleases  approximately  1,600  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.

        Number of Employees.  On March 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.

                                       13
<PAGE>

        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 June 30,  2000,  Concierge  had cash assets of $85,105
acquired  through  the sale of its  common  stock  in an  offering  exempt  from
registration  pursuant to the provisions of the Commission's  Regulation D, Rule
506.  Concierge  expects that it will not have to raise additional funds for the
next five  months.  Should the need  arise  during  the next  twelve  months for
additional  capital,  Concierge  will  attempt to raise this  capital in another
offering exempt from registration.

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

        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.

                                       14
<PAGE>

        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.

        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

                                       15
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders and Board of Directors
Starfest, Inc.

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

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

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

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


/s/ Jaak Olesk

Beverly Hills, California

February 9, 2000

                                       16
<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.

                                       17
<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.

                                       18
<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.

                                       19
<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.

                                       20
<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).

                                       21
<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.

                                       22
<PAGE>

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


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


        These factors, among others, raise substantial doubt as to the Company's
ability to continue as a going concern.

        The Company's  management  intends to raise  additional  operating funds
through  equity  and/or  debt  offerings.  However,  there  can be no  assurance
management will be successful in this endeavor.

NOTE 3 - Income Taxes

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

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

NOTE 4 - Subsequent Events

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

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

                                       23
<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.

                                       24
<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.

        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

                                       25
<PAGE>

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

(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.

                                       26
<PAGE>



(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,
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.

                                       27
<PAGE>


ITEM 13.       EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

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

        Exhibit No.                      Description
        -----------                      -----------

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

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

         3.2          -      Bylaws of Starfest, Inc.*

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

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

        23.1          -      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.

                                       28
<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:  September 6, 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:  September 6, 2000                    /s/ Michael Huemmer
                                            -----------------------------------
                                            Michael Huemmer, President, Chief
                                            Financial Officer, and Director



Date:  September 6, 2000                    /s/ Janet Alexander
                                            -----------------------------------
                                            Janet Alexander, Secretary and
                                            Director

                                       29
<PAGE>

                                 Starfest, Inc.

                   Exhibits to Amendment No. 1 to Form 10-KSB
                   For the Fiscal Year Ended December 31, 1999



        Exhibit No.                        Description
        -----------                        -----------

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

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

         3.2        -      Bylaws of Starfest, Inc.*

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

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

        23.1        -      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.