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

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                                       or
                [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO. 333-38838

                          Concierge Technologies, Inc.
             (Exact name of registrant as specified in its charter)
        (Previous name of Starfest, Inc. was changed on March 20, 2002)

  California                       000-29913                        95-4442384
  ----------                       ---------                        ----------
  (state of                (Commission File Number)               (IRS Employer
incorporation)                                                     I.D. Number)

                              531 Main Street, #963
                              El Segundo, CA 90245
                                  310-645-1582
            -------------------------------------------------------
            (Address and telephone number of registrant's principal
               executive offices and principal place of business)

                                 Starfest, Inc.
                            4602 East Palo Brea Lane
                              Cave Creek, AZ 85331
                                  480-551-8280
             ------------------------------------------------------
             (Former name or address, if changed since last report)

         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)

<PAGE>

     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]

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:  $866,638 computed by reference to the
$0.145 average of the bid and asked price of the Company's Common Stock on April
8,  2001.

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as of the latest practicable date: 119,957,713 shares of Common
Stock,  $0.001  par  value,  on  April  8,  2002.

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                                                4

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
          Holders                                                              5
          Rule  144  and  Rule  145  Restrictions  on Trading                  5
          Dividends                                                            7
          Penny  Stock  Regulations                                            8
               The  Penny  Stock  Suitability  Rule                            9
               The  Penny  Stock  Disclosure  Rule                            10
               Effects  of  the  Rule                                         11
          Recent  Sales  of  Unregistered  Securities                         11

Item  6.  Plan  of  Operations                                                11
          Information  About  Concierge,  Inc.                                12
          Overview                                                            12
               Concierge's  Plan  of  Operation                               12
               Description  of  the  PCATM                                    13
               The  Market                                                    14
               Competition                                                    15
               Distribution  Methods                                          15
               Production  Costs                                              16
               Government  Approval  of  Principal  Products                  16
               Government  Regulations                                        17
               Properties                                                     17
               Dependence  on  Major  Customers                               17
               Seasonality                                                    17
               Research  and  Development                                     17
               Environmental  Controls                                        17
               Number  of  Employees                                          17
               Venue  of  Sales                                               17
               Patents,  Trademarks,  Copyrights  and
                    Intellectual  Property                                    17
               Legal  Proceedings                                             17
          Concierge's  Management's  Plan  of  Operation                      17
               Liquidity                                                      18
               Product  Research  and  Development                            19
               Other  Expected  Developments                                  19
               Market  for  Common  Equity  and  Related
                    Stockholder  Matters                                      20
               Market  Information                                            20
               Holders                                                        20

                                        i
<PAGE>

               Dividends                                                      20
          Changes  In  and  Disagreements  With  Accountants  on
               Accounting  and  Financial  Disclosures                        20

Item  7.  Financial  Statements                                               22

Item  8.  Changes  in  and  Disagreements  With  Accountants  On
               Accounting  and  Financial  Disclosure                         47

Item  9.  Directors,  Executive  Officers,  Promoters  and
               Control  Persons;  Compliance  with
               Section  16(a)  of  the  Exchange  Act                         48
               Section  16(a)  Beneficial  Ownership
                    Reporting  Compliance                                     48

Item 10.  Executive  Compensation                                             49
          Long-Term  Compensation                                             50

Item 11.  Security  Ownership  of  Certain  Beneficial  Owners
               and  Management                                                50

Item 12.  Certain Relationships and Related Transactions                      52

Item 13.  Exhibits  and  Reports  on  Form 8-K                                52
          (a)     Exhibits                                                    52
          (b)     Reports  on  Form  8-K                                      52

Signatures                                                                    54














                                       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>
     On  December  31,  2001, 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 was to be submitted to the
shareholders  of  each  of  Starfest  and  Concierge  pursuant  to  a  Form  S-4
Prospectus-Proxy  Statement  filed  with  the  Commission.

     As  described  in  Starfest's  Form  8-K  filed  on  April 2, 2002 with the
Commission  (Commission  File  No.  000-29913), the shareholders of Starfest and
Concierge  did  approve the merger, and the merger was legally effected on March
20,  2002.

          Pursuant  to  the  agreement of merger between Starfest and Concierge,

     -    Starfest  was  the  surviving  corporation,

     -    The shareholders of  Concierge  received  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
          were  cancelled,

     -    The  officers  and  directors  of  Concierge  became  the officers and
          directors  of  Starfest,  and

     -    The  name  of  Starfest was 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.

                                        2
<PAGE>
     In  1999,  with  no business, 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  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 was the surviving corporation of the
merger, but the business and management of the merged companies would be that of
Concierge.  Pending  approval  of  the  merger,  Starfest  had  no  business.

     Prior  to the merger, Starfest had one employee, its president.  Starfest's
management  prior  to  the March 20, 2002 merger with Concierge consisted of two
persons,  Michael  Huemmer,  president,  and  Janet  Alexander,  secretary.

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

     Starfest's  sole  plan  of  operation at the end of fiscal year 2001 was 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  would  then be the plan of operation that Concierge's management had for
its  company.

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

                                        3
<PAGE>
     Should  the  merger  with  Concierge  not have been consummated, Starfest's
management  would  have  sought  another  merger  partner.

Number  of  Employees

     On December 31, 2001, 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 on December 31, 2001 were in the home of its
president, Michael Huemmer, in Cave Creek, Arizona, and were 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 fiscal year
2001.  On  January  25,  2002  the shareholders of Starfest voted to approve the
merger  with  Concierge.

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  1999, 2000 and 2001.  The quotations reflect inter-dealer
prices,  without  retail  mark-up, mark-down or commission and may not represent
actual  transactions.
<TABLE>
<CAPTION>
                                                        Average  Daily
                                   High       Low       Shares  Traded
                                   ----       ---       --------------
          1999:
<S>                               <C>        <C>        <C>
               1st  Qtr.          0.1000     0.0050     108,072
               2nd  Qtr.          0.5938     0.0200     138,705
               3rd  Qtr.          0.2000     0.0600     105,733
               4th  Qtr.          0.1050     0.0450      95,998
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
          2000:
<S>                               <C>        <C>        <C>
               1st  Qtr.          2.3125     0.075      852,552
               2nd  Qtr.          2.9688     0.3700     215,654
               3rd  Qtr.          0.7813     0.35       108,162
               4th  Qtr.          0.41       0.09375    186,584

          2001:
               1st  Qtr.          0.18       0.081       79,969
               2nd  Qtr.          0.25       0.08       146,105
               3rd  Qtr.          0.215      0.035      110,617
               4th  Qtr.          0.26       0.05        98,005
</TABLE>

     The  computer  software  industry, in which Concierge will operate, is also
volatile.  For  instance,  the  Computer  Technology  Index  ("XCI")  closed  on
November 16, 2000 at 1,160.  During the 52 weeks prior to this date, the closing
price  of  this index ranged from 1,078 to 1,820.  The Computer Technology Index
is  a  widely  recognized  and used index.  It is compiled by the American Stock
Exchange  and represents a cross section of widely-held corporations involved in
various  phases  of the computer industry. It is market-value weighted, based on
the  aggregate  market  value  of  its  27  component  stocks.

Holders

     On  December  31,  2001  there  were  approximately 96 holders of record of
Starfest's  common  stock.  Approximately  19  million shares are held for 4,146
owners  of  Starfest's  common  stock  in the name of "Cede & Co.," which is the
record  holder  for  shares  in  numerous  brokerage  accounts.

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

     All  shares of common stock of the post-merger company issued in the merger
to  the  stockholders of Concierge were 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 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

                                        5
<PAGE>
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),

          -    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:

                                        6
<PAGE>

<TABLE>
<CAPTION>
                                              Percent  of   No. of Shares Restricted
  Post-Merger  Company         No. of Shares  Total Issued    by Rules 144 and 145
  --------------------         -------------  ------------  ------------------------
<S>                             <C>                <C>             <C>
Authorized  shares              190,000,000            -                    -

Issued and outstanding shares   119,957,713        100.0           60,353,856
</TABLE>

                                        6
<PAGE>
<TABLE>
<CAPTION>
Issued and outstanding shares
<S>                             <C>                <C>             <C>
to be controlled by                                                Rule  145:
Concierge's affiliates          59,493,856          49.6           59,493,856

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

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

Shares in the "public float,"
subject  to  no  restrictions
on  trading                      58,201,856           48.5                  -
                                -----------          -----         ----------
                                119,957,713          100.0         60,353,856
</TABLE>

                                        7
<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 1,402,001 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  pages  5  and  6 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

                                        8
<PAGE>
     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:

     -     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:


                                        9
<PAGE>

     -     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,


                                       10
<PAGE>
     -     Admonitions  -

           -     to  use  caution  when  investing  in  penny  stocks,

           -     to  understand  the  risky  nature  of  penny  stocks,

           -     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  no  shares  of  its  common  stock  during  2001.


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 to be
submitted  to  the  shareholders  of  each  corporation  for  their  approval or
rejection.  The  submittal was pursuant to a Form S-4 Prospectus-Proxy Statement
filed  with  the  Commission  on  June  8, 2000.  The merger was approved by the
shareholders of both companies and was effected on March 20, 2002.  The business
of  Concierge  is  now  the  business  of  Starfest.

     Until  the  merger  was  consummated,  Starfest had no paid employees.  Its
officers and directors contributed their time without compensation.  Starfest no
longer  has  sufficient  cash  to  meet  cash requirements that arose before the

                                       11
<PAGE>
merger  with  Concierge  was  consummated.  Until  the  shareholders  of the two
companies  voted  on the proposed merger, Starfest's president, Michael Huemmer,
and  legal  counsel, Thomas J. Kenan, advanced most of the costs associated with
registering  the  merger  transaction  shares  with  the Securities and Exchange
Commission, and Conceirge and persons associated with Concierge paid the balance
of  these  costs.

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

                        INFORMATION ABOUT CONCIERGE, INC.

Overview

     Concierge  was  incorporated  in  Nevada  on  September  20, 1996, with the
business  purpose  to  develop  personal  computer  software designed to read an
Internet  e-mail  user's  e-mail  messages  to one over any wirelined telephonic
connection.  The  user may call ones computer from any telephone to initiate the
transaction.  The  software  may also be configured by the user to automatically
call  one  at  any  telephone number when new e-mail is received from any e-mail
address  entered  on  the  user-defined  "VIP  list."  The  concept  uses  voice
recognition  technology  to  allow  the  user to direct the interaction by voice
command.  Concierge  devoted  almost  all  its  efforts  to the development of a
usable  product,  the  Personal  Communications  Attendant  ("PCA  "), which was
finally completed in September, 2000.  It may be purchased through the company's
Web  sites  at  http://www.pcahome.com  and  http://www.conciergetech.com.  As
presently  constituted, the PCA is a single-user product and has a list purchase
price  of $39.95.  The company anticipates future sales to individual end-users,
large  user groups and re-sellers and is pursuing potential opportunities in all
those  channels.

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

     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 became available for direct purchase online
in  September  2000.

     Full  scale marketing efforts have not yet commenced.  Concierge has placed
evaluation  units  of  the  PCA  with  a  number  of major end-user and reseller
organizations  for  their  assessment  of  the  product's  suitability for their
purposes.  Technical  problems  in  automatic credit card verification and funds
transfer  have  been  resolved.  The company is positioned to ship ordered units
expeditiously.  Aggressive  sales  and  marketing  campaigns are planned but are
being  held  in  abeyance  pending  the  generation  of  additional  funding.

     Two  hundred  units  were  shipped  between September, 2000 and January 15,
2001.  Of  these,  only  a  small  number  were  sold  to  individual end-users.

                                       12
<PAGE>
Approximately  120 units were sent as evaluation copies to large corporate users
and  re-sellers  to  stimulate  demand  in  situations  representing high volume
potential.  Such  technical  evaluations  were  arranged  by  Concierge  or
intermediaries;  no  unsolicited  evaluation  units  have  been  sent.  Product
evaluations of this nature by major organizations tend to be time-consuming, and
there  is  no  guarantee  of  success.  Product  inventory  is not maintained on
company  premises  but  was  recently moved from XeTel Corp. in San Ramon, CA to
Point  to  Point,  LLC  in Mill Valley, CA from which location order fulfillment
services will be performed.  Current inventory, all pre-paid, consists of 14,800
packages, 14,800 printed User's Guides and 1,800 CDs containing the PCA software
itself.

     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.

     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

                                       13
<PAGE>
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 - only the one-time purchase price and
the  option  of  buying upgrades.  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  $0.425  a  delivered  PCATM unit to Lexicus, a
subsidiary of Motorola, for its Clamor Automatic Speech Recognition software and
$1.00  a delivered unit to fonix for its text-to-speech software.  Concierge has
paid  advance  royalties  to  Lexicus for 100,000 units and advance royalties to
fonix  for  200,000  units.

     Concierge  intends  to  "nationalize"  the  product  to accommodate several
foreign  languages,  possibly including Japanese, Korean, German, Latin American
Spanish,  French and Brazilian Portuguese.  fonix has advised Concierge that its
text-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  receives  from  fonix  the nationalized
text-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.  Referring  for  its
information  to  the  International  Data  Corporation,  a research and analysis
organization  in  the  information  technology field, DLJ reported the following
estimates  of  Internet  users:




                                       14
<PAGE>
<TABLE>
<CAPTION>
                                          In  Millions
                                          ------------

               No.  of  Users               Internet
               --------------               --------

          U.S.A.:
<S>                                           <C>
               End  of  1998                   30
               End  of  2002                   67
          Global:
               End  of  1999                  196
               End  of  2003                  503
</TABLE>

     Every  Internet  user  with  access  to a standard telephone is a potential
buyer  of  Concierge's  PCA  .

     In   a   February   2000   research   report    on   "unified   messaging,"
Jurisdoctor-LLC.com described a burgeoning cottage industry seeking to integrate
access  to  e-mail,  voice  mail,  pager messaging and fax mail boxes through PC
desktops,  screenphones,  and  voice/touch-tone  telephones.  Based  on  digital
technology  and  automated  voice  recognition technology that translates spoken
words  into  text  format that can be edited by a common word processor, unified
messaging  systems  are  being  developed by a number of companies.  The Gartner
Group,  a  Massachusetts-based  market  research  firm,  predicts  that  unified
messaging  will  become  a  $6.6  billion  market  this  year.

     Competition.
     ------------

     In  August  1999  Lucent  Technologies  announced  that it was entering the
unified  messaging  field  and proposes to provide to Internet service providers
and  to businesses a solution to bring together into a single system a company's
complete  voice  mail,  e-mail  and  fax  capabilities.

     USWest  is  in  the  field with a unified messaging system that permits the
user  to access e-mail, fax and voice messages from ones telephone or PC.  It is
called  "VoiceWire  ",  and  USWest  markets  it for $27.90 a month. Among other
entrants  in  the field are Jfax.com, which offers a unified messaging system at
$12.50 a month plus a $15 activation fee; Premiere Technologies, whose system is
offered  at  $9.95  a  month  plus  fifteen cents a minute for phone access; and
General Magic, whose Portico system is offered at $19.95 a month and a $50 setup
fee.

     Concierge  believes that it has positioned itself, with its one-time $39.95
purchase  price  for  its  PCATM  with  no monthly fees, to compete in 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

                                       15
<PAGE>
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. and  Point To Point LLC of Mill Valley, CA.   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.

          Product Development Agreement.  Dave Cook Consulting of Mercer Island,
Washington  earlier  provided  product  development  consulting  services  to
Concierge.  Payment  for  the  services  was  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  are  owned  by  Concierge.

          The  March  17, 2000 agreement with Dave Cook Consulting expired after
one  year.  At  such  time as Concierge should obtain the capital for additional
product  development,  it  proposes  to negotiate a new agreement with Dave Cook
Consulting.

     Governmental  Approval  of Principal Products.  No governmental approval is
required  in  the  U.S.  for  Concierge's  products.

                                       16
<PAGE>
     Government  Regulations.  There are no governmental regulations in the U.S.
that  apply  to  Concierge's  products.

          Properties.    Concierge  subleases  office  space   in  Los  Angeles,
     California  from  Ardent,  Ltd. The term of the sublease expires August 31,
     2002.  Monthly  rent  is  $1,542.

     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 no funds on research and
     development  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.

          Number  of  Employees.  On  December  31,  2001 Concierge employed two
     persons  full  time  and  no  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

                                       17
<PAGE>
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.

     Concierge  is  illiquid.  It  is  now operating at a monthly administrative
overhead  of  approximately  $20,000.  Of  this  figure,  a  substantial portion
represents  salaries  due  full-time  employees  and  payments made to part-time
employees.  These parties have all agreed to defer such payments until such time
as  the  company  is  in a position to meet said obligations. Concierge requires
advertising  funds  to  create  a  demand  for  its product.  It is seeking debt
financing  from  several  private  sources that have had past business relations
with  directors  of  Concierge.  One  of  these sources has asked that Mr. Kahn,
president  of Concierge, pledge a portion of his Concierge stock holdings to the
repayment  of  any  loan  to  Concierge  the source might provide.  Mr. Kahn has
agreed  to  do  so.

     Short  term,  Concierge  requires  approximately $190,000 for an aggressive
sales  and  marketing  campaign  and  $60,000 for its general and administrative
overhead for the next three months.  Long term, Concierge requires an additional
$180,000  just  for  general  and  administrative  overhead to complete the next
twelve months. It is anticipated that ongoing requirements may be satisfied from
cash  flow  generated  by  product  sales  expected to result when the company's
product  promotion  plans  are  implemented.  The  $430,000  cash  requirements
described in this paragraph for the next twelve months would require the sale of
approximately  10,763, or 73 percent, of the 14,800 PCA  units now in inventory.

     Concierge  has  no sources of liquidity other than the persons and entities
from whom it is now seeking debt financing.  While Mr. Kahn has agreed to secure
a  loan  to  the  company  with his Concierge stock holdings, such action may be
insufficient  to  obtain  the  loan.

     The  only  asset  Concierge has is its PCA  product.  Should debt financing
not be obtained soon, the directors of Concierge propose to seek a joint venture
partner  with  whom  the  PCA  can  be  jointly  marketed  and who will bear the
expenses  of  marketing  the  product.  Discussions  are currently underway with
prospective  joint  venture  partners.

                                       18
<PAGE>
     Concierge has  a contingent liability of $2,009,610 for possible violations
of the stock registration requirements of federal and state securities laws. The
occasion  of  the  contingent  liability was Concierge's sale of $142,500 of its
common  stock  after  the  June  8, 2000 filing of the registration statement of
which  this  Prospectus  is a part. Concierge does not concede that no exemption
from  registration was available, but the contingency exists that the purchasers
of  all  shares of Concierge common stock from December 9, 1998 to the present -
some  $2,009,610  in  amount  -  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  such stock, Concierge would oppose such a demand for rescission,
and  its  directors  would  provide the expenses for the litigation. Concierge's
liquidity would not be immediately affected, due to its directors' providing the
expenses  for  such litigation. However, such litigation would likely reduce the
ability  of Concierge to raise additional capital for its operations and thereby
affect  its  liquidity.  And,  a  plaintiff's judgment in a class action lawsuit
would  likely  force  Concierge  into  a voluntary chapter 11 reorganization or,
possibly,  liquidation.

     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.  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.

                                       19
<PAGE>
     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  was never an 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 1,435,655 shares of common stock were converted in
the merger with Starfest on March 20, 2002, to 96,957,713 shares of common stock
of  Starfest  on  the  basis  of  67.5355  shares of Starfest common stock to be
exchanged  for  each share of Concierge common stock. All 96,957,713 shares will
be  eligible for sale, but 60,189,663 shares distributed to Concierge's officers
and  directors will be subject to the resale provisions of paragraph (d) of Rule
145.

     Holders. There were 175 holders of record of Concierge's common stock prior
to  its  merger  with  Starfest  on  March  20,  2002.

     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.
------------

     On  February  28,  2001,  Concierge  dismissed  its  principal  independent
accountant,  Brad  B.  Haynes

     The  reports  of  Brad B. Haynes on the financial statements of the Company
filed  with the Securities and Exchange Commission contained no adverse opinions
or disclaimers of opinion, and were not modified as to uncertainty, audit scope,
or  accounting  principles  during  the  past two years or the interim period to
February  28,  2001,  the  date  of  dismissal.

     The  decision  to  change  accountants  was recommended and approved by the
Board  of  Directors  of  Concierge.

     During  the  past  two years or interim periods prior to February 28, 2001,
there were no disagreements between Concierge and Brad B. Haynes, 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
Brad  B.  Haynes'  satisfaction,  would  have caused it to make reference to the
subject  matter  of  the  disagreements  in  connection  with  its  reports.

     On  March  1,  2001,  Concierge  engaged  the  firm of Kabani & Company, of
Fountain  Valley, California, as independent accountants for Concierge. Prior to
March  1,  2001, neither Concierge, nor anyone on its behalf, had consulted with

                                       20
<PAGE>
Kabani  &  Company  concerning  the  application of accounting principles to any
specific  completed  or  contemplated  transaction, or the type of audit opinion
that  might  be  rendered  on  Concierge's  financial  statements.






                                       21
<PAGE>
ITEM  7.     FINANCIAL  STATEMENTS  INDEX

     The  financial  statements  of Starfest and of Concierge appear as follows:

Starfest,  Inc.
     Independent  Auditors'  Report                                           23
     Consolidated  Balance  Sheet
             December 31, 2001                                                24
     Consolidated  Statements  of  Operations
          Twelve  Months  Ended  December  31,
          2001  and  2000                                                     25
     Consolidated  Statements  of  Changes  in
          Stockholders'  Equity  (Deficit)
          for  the  period  from
          December  31,  1997  to  December 31, 2001                          26
     Consolidated  Statements  of  Cash  Flows
          Twelve  Months  Ended  December  31,
          2001  and  2000                                                     27
     Notes  to  Consolidated  Financial  Statements                           28

Concierge,  Inc.
     Report  of  Independent  Auditors                                        34
     Balance  Sheets June 30, 2001 and 2000                                   35
     Statement  of  Operations  and  Deficit  Accumulated
          for  the  Years  Ended  June  30,  2001  and
          June  30, 2000 and  the  Period  from
          September  20,  1996  (Inception  Date)
          to  June  30,  2001                                                 36
     Statement  of  Changes  in  Shareholders'  Equity
          for  the  Period  from
          September  20,  1996  (Inception  Date)
          to  June  30,  2001                                                 37
     Statement  of  Cash  Flows  for  the  Years  Ended
          June  30,  2001  and  June  30,  2000  and
          the  Period  from  September  20,  1996
          (Inception  Date)  to June 30, 2001                                 38
     Notes  to  Financial Statements                                          39



                                       22
<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


The  Board  of  Directors  and  Stockholders
Starfest,  Inc.:

We have audited the accompanying consolidated balance sheet of Starfest, Inc. (a
California Corporation) (the "Company") as of December 31, 2001, and the related
consolidated  statements of operations, stockholders' deficit and cash flows for
the  years  ended December 31, 2001 and 2000. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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.   We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Starfest, Inc. as of
December  31, 2001, and the results of its operations and its cash flows for the
years  ended December 31, 2001 and 2000 in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the Company will continue as a going concern. As shown in the consolidated
financial  statements,  the  Company's  did not earn any revenue during the year
ended  December  31,  2001 and 2000 and the Company has incurred net losses from
inception  to  December  31,  2001 of $3,177,872 including a net loss of $58,268
during  the  year  ended  December  31,  2001.  These  factors, among others, as
discussed  in Note 4 to the consolidated financial statements, raise substantial
doubt  about  the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 4.  The consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.




KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
March  26,  2002



                                       23
<PAGE>
                          Starfest, Inc. & subsidiary
                           Consolidated Balance Sheet
                                December 31, 2001

<TABLE>
<CAPTION>
                                      Asset
                                      -----

Current  Asset:
<S>                                                                  <C>
Cash                                                                 $      119
                                                                     ----------

     Total  Current  Asset                                                  119
                                                                     ----------

                                                                     $      119
                                                                     ==========


                      Liabilities And Shareholders' Deficit
                      -------------------------------------

Current  Liabilities:

Accounts  payable                                                    $   84,532
Note payable to Concierge, Inc.                                         100,000
Payable  to  shareholders                                               281,708
                                                                     ----------

     Total  current  liabilities                                        466,240
                                                                     ----------

Shareholders'  Deficit:

     Common  stock,  no  par  value,
     65,000,000  shares  authorized;
     23,100,000 issued and outstanding                                2,711,751

Accumulated  Deficit                                                 (3,177,872)
                                                                     ----------

     Total  shareholders'  deficit                                     (466,121)
                                                                     ----------

                                                                     $      119
                                                                     ==========
</TABLE>













See  notes  to  consolidated  financial  statements.

                                       24
<PAGE>
                          Starfest, Inc. & subsidiary
                      Consolidated Statements of Operations
                        Twelve months Ended December 31,


<TABLE>
<CAPTION>
                                                        2001          2000
                                                    -----------    -----------
<S>                                                 <C>            <C>
Revenues                                            $         -    $         -

General  and  administrative
  expenses                                               57,468        461,947
                                                    -----------    -----------

Operating  loss                                         (57,468)      (461,947)

Provision  for  income
  taxes                                                     800            800
                                                    -----------    -----------

Net  Loss                                           $   (58,268)   $  (462,747)
                                                    ===========    ===========


Basic  and  diluted  net  loss  per  common
  share                                             $      .003    $      .020

Basic  and  diluted  weighted  average  common
  shares  outstanding                                23,100,000     23,011,688
</TABLE>




















See  notes  to  consolidated  financial  statements.

                                       25
<PAGE>
                          Starfest, Inc. & subsidiary
      Consolidated Statements of changes in stockholders' equity (deficit)



<TABLE>
<CAPTION>
<S>                             <C>         <C>         <C>           <C>
Balance  December  31,  1999    21,697,999  $2,639,651  $(2,656,857)  $(17,206)

Shares  issued  for  services    1,302,001      65,100            -     65,100

Shares  issued  for  cash          100,000       7,000            -      7,000

Net  loss  for  2000                     -           -     (462,747)  (462,747)
                                ----------  ----------  -----------  ---------

Balance  December  31,  2000    23,100,000  $2,711,751  $(3,119,604) $(407,853)

Net  loss  for  2001                     -           -      (58,268)   (58,268)
                                ----------  ----------  -----------  ---------

Balance  December  31,  2001    23,100,000  $2,711,751  $(3,177,872) $(466,121)
                                ==========  ==========  ===========  =========
</TABLE>












See  notes  to  consolidated  financial  statements.

                                       26
<PAGE>
                          Starfest, Inc. & subsidiary
                      Consolidated Statements of Cash Flows
                        Twelve months Ended December 31,

<TABLE>
<CAPTION>
                                                        2001          2000
                                                    -----------    -----------
<S>                                                 <C>            <C>
Net  Cash  From
  operating  Activities:
Net  loss                                           $    (58,268)  $ (462,747)
Adjustments  to  reconcile
  net  loss  to  net  cash
  used  by  operating  activities:
Shares  issued  for  services                                  -       65,100
Shares  issued  for  debt
  extinguishment                                               -            -
Shares  issued  for  assets                                    -            -
Changes  in  assets  and
  liabilities:
Accounts  payable                                         46,572       20,273
Other  liabilities                                             -            -
                                                    ------------   ----------

Net  cash  used  by
  operating  activities                                  (11,696)    (377,374)

Cash  flows  from  Financing
  Activities:
Loans  from  Concierge,  Inc.                                  -      100,000
Advances  from  shareholders                              11,775      269,933
Common  stock  issued  for  cash                               -        7,000
                                                    ------------   ----------

Net  cash  provided  by
Financing  Activities                                     11,775      376,933

Increase  in  Cash                                            79          441
Cash  at  beginning  of  period                               40          481
                                                    ------------   ----------

Cash  at  end  of  period                           $        119   $       40
                                                    ============   ==========

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

Interest                                            $          -   $        -
Income  taxes                                       $          -   $        -

Non  cash  financing  transactions:

Shares for services                                 $          -   $   65,100
Shares  for  debt  extinguishment                   $          -   $        -
Shares  for  purchase  of  assets                   $          -   $        -
</TABLE>









See  notes  to  consolidated  financial  statements.

                                       27
<PAGE>
                          Starfest, Inc. & subsidiary
                   Notes To Consolidated Financial Statements
                           December 31, 2001 and 2000


Note  1  -  Nature  of  Operations  and  principles  of  consolidation

Nature  of  operations

     Starfest, Inc. (the Company), a California corporation, was incorporated on
     August  18,  1993  as Fanfest, Inc. In August, 1995 the Company changed its
     name  to  Starfest, Inc. During 1998, the Company was inactive, just having
     minimal  administrative  expenses.  During  1999  the  Company attempted to
     pursue  operations  in  the online adult entertainment field. There were no
     revenues from this endeavor. The Company is negotiating an agreement with a
     company  (see  Note  3).  The  purpose of the merger is to effect an online
     communication  retrieval  system  such  as  e-mail  via  the  telephone.

     In  March 2000, the Company acquired approximately 96.83 percent (8,250,000
     shares)  of  the  common  stock  of  MAS Acquisition XX Corp.(MAS XX) for $
     314,688.  This  amount  was  expensed  in  March 2000 as at the time of the
     acquisition, MAS XX had no assets or liabilities and was inactive. Starfest
     is  the  parent  corporation  of  MAS  XX.  On  March 21, 2002, the Company
     consummated  a  merger  with  Concierge, Inc. (see note 3). The Company has
     initiated  the  process  to  change  the  name  of  the surviving entity as
     Concierge  Technologies.

Principles  of  consolidation:

     The  accompanying  consolidated financial statements of the Company and its
     wholly  owned  subsidiary  MAS  XX  have  been  prepared in accordance with
     generally  accepted  accounting  principles.  All significant inter-company
     balances  and  transactions  have  been  eliminated  in  consolidation.


Note  2  -  Summary  of  significant  accounting  policies

Cash  and  cash  equivalents

     The  Company  considers  all  liquid  investments  with a maturity of three
     months  or less from the date of purchase that are readily convertible into
     cash  to  be  cash  equivalents.

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 reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and  the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

Income  taxes

     Deferred  income  tax  assets  and  liabilities  are  computed annually for
     differences  between  the  financial statements and tax basis of assets and
     liabilities that will result in taxable or deductible amounts in the future
     based  on  enacted  laws  and  rates applicable to the periods in which the
     differences  are  expected  to  affect  taxable  income  (loss).  Valuation
     allowance  is  established  when necessary to reduce deferred tax assets to
     the  amount  expected  to  be  realized.




                                       28
<PAGE>

                           Starfest, Inc. & subsidiary
                   Notes To Consolidated Financial Statements
                           December 31, 2001 and 2000


Basic  and  diluted  net  loss  per  share

     Net  loss  per  share  is  calculated  in  accordance with the Statement of
     financial  accounting  standards  No.  128  (SFAS  No.  128), "Earnings per
     share".  SFAS  No. 128 superseded Accounting Principles Board Opinion No.15
     (APB 15). Net loss per share for all periods presented has been restated to
     reflect  the  adoption  of  SFAS No. 128. Basic net loss per share is based
     upon  the weighted average number of common shares outstanding. Diluted net
     loss  per  share  is  based on the assumption that all dilutive convertible
     shares  and stock options were converted or exercised. Dilution is computed
     by  applying  the  treasury  stock  method.  Under this method, options and
     warrants  are assumed to be exercised at the beginning of the period (or at
     the time of issuance, if later), and as if funds obtained thereby were used
     to purchase common stock at the average market price during the period. The
     net  loss  per  common  share  has  been restated to retroactively effect a
     reverse  stock  split  in  the  ratio  of  one  share  for  ten  shares.

Stock-based  compensation

     In  October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
     Compensation".  SFAS  No. 123 prescribes accounting and reporting standards
     for  all  stock-based compensation plans, including employee stock options,
     restricted  stock,  employee  stock  purchase  plans and stock appreciation
     rights. SFAS No. 123 requires compensation expense to be recorded (i) using
     the  new  fair  value  method  or  (ii) using the existing accounting rules
     prescribed  by  Accounting Principles Board Opinion No. 25, "Accounting for
     stock  issued  to  employees" (APB 25) and related interpretations with pro
     forma  disclosure of what net income and earnings per share would have been
     had  the  Company  adopted  the new fair value method. The company uses the
     intrinsic value method prescribed by APB25 and has opted for the disclosure
     provisions of SFAS No.123. The implementation of this standard did not have
     any  impact  on  the  Company's  financial  statements.

Issuance  of  shares  for  service

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

Fair  value  of  financial  instruments

     Statement  of financial accounting standard No. 107, Disclosures about fair
     value   of  financial  instruments,  requires  that  the  Company  disclose
     estimated  fair  values  of  financial  instruments.  The  carrying amounts
     reported  in  the  statements  of financial position for current assets and
     current  liabilities  qualifying  as financial instruments are a reasonable
     estimate  of  fair  value.

Costs  of  start-up  activities

     In  April  1998,  the  ASEC of AICPA issued SOP No. 98-5, "Reporting on the
     costs  of  start-up activities", effective for fiscal years beginning after
     December  15,  1998. SOP 98-5 requires the costs of start-up activities and
     organization  costs  to  be  expensed as incurred. The Company adopted this
     standard  in  fiscal  1999  and the implementation of this standard did not
     have  a  material  impact  on  its  financial  statements.

Advertising

     The  Company  expenses  advertising  costs  as  incurred.

                                       29
<PAGE>
                          Starfest, Inc. & subsidiary
                   Notes To Consolidated Financial Statements
                           December 31, 2001 and 2000


Risks  and  Uncertainties

     The  Company  is  subject  to certain risks and uncertainties in the normal
     course  of  business.

Recent  Pronouncements

     On  July  20,  2001, the FASB issued SFAS No. 141, "Business Combinations,"
     and  SFAS No. 142, "Goodwill and Other Intangible Assets." These statements
     make  significant  changes  to  the  accounting  for business combinations,
     goodwill,  and  intangible  assets.

     SFAS  No.  141  establishes  new  standards  for  accounting  and reporting
     requirements  for  business combinations and will require that the purchase
     method  of accounting be used for all business combinations initiated after
     June  30,  2001. Use of the pooling-of-interests method will be prohibited.
     This  statement is effective for business combinations completed after June
     30,  2001.

     SFAS  No. 142 establishes new standards for goodwill acquired in a business
     combination  and eliminates amortization of goodwill and instead sets forth
     methods to periodically evaluate goodwill for impairment. Intangible assets
     with  a  determinable  useful  life will continue to be amortized over that
     period.  This  statement  becomes  effective  January  1,  2002.

     Management is in the process of evaluating the requirements of SFAS No. 141
     and  142  and  does not expects these pronouncements will materially impact
     the  Company's  financial  position  or  results  of  operations.

     In  June  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial Accounting Standards ("SFAS") No. 143, "Accounting
     for  Asset Retirement Obligations". SFAS 143 addresses financial accounting
     and  reporting  for  obligations associated with the retirement of tangible
     long-lived assets and the associated asset retirement costs. This Statement
     is  effective  for  financial  statements issued for fiscal years beginning
     after  June  15,  2002.

     SFAS  No.  144,  "Accounting  for  the Impairment or Disposal of Long-Lived
     Assets,"  was  issued  in August 2001. SFAS No. 144 is effective for fiscal
     years beginning after December 15, 2001, and addresses financial accounting
     and  reporting  for  the  impairment or disposal of long-lived assets. This
     statement  supersedes  SFAS  No.  121  "Accounting  for  the  Impairment of
     Long-Lived  Assets  and  for  Long-Lived Assets to Be Disposed Of," and the
     accounting  and  reporting provisions of APB Opinion No. 30, "Reporting the
     Results of Operations - Reporting the Effects of Disposal of a Segment of a
     Business,  and Extraordinary, Unusual and Infrequently Occurring Events and
     Transactions,"  for  the  disposal  of  a  segment  of  a  business.

     Management is in the process of evaluating the requirements of SFAS No. 143
     and 144 but does not expect these pronouncements will materially impact the
     Company's  financial  position  or  results  of  operations.


                                       30
<PAGE>
                          Starfest, Inc. & subsidiary
                   Notes To Consolidated Financial Statements
                           December 31, 2001 and 2000

Note  3  -  Merger  Negotiations  and  subsequent  event

     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, 1,490,744 outstanding
     shares of common stock of Concierge, Inc., (which includes 1,376,380 shares
     outstanding  at  December  31,  2000  and 114,364 shares issued in January,
     2001) shall be converted into 96,957,713 common stock of the Company on the
     basis  of  65.0398  shares  of  the  Company  for each share outstanding of
     Concierge,  Inc.  The 96,957,713 post merger shares shall be distributed to
     the  shareholders  of  Concierge, Inc. on a pro-rata basis. The transaction
     will  be  accounted  for  as a reverse merger. Subsequent to the year ended
     December  31,  2001, the merger was approved by the Securities and exchange
     commission  and  the  shareholders  of  both  companies.

     Prior  to  June  30,  2000,  Concierge,  Inc.   entered  into  subscription
     agreements  to  issue "post merger" shares in exchange for cash for a gross
     amount  of  $1,255,500  before  deducting  associated costs of $79,710, for
     5,928,750 post merger shares. From July 1, 2000 through September 15, 2000,
     Conceirge,  Inc. received additionally $487,500 as advance subscription for
     2,127,500  post  merger  shares  in  an offering intended to be exempt from
     registration  pursuant  to the provisions of Section 4(2) of the Securities
     Act  of  1933  and  of  Regulation  D,  Rule  506  of  the  Commission.

     As  the  merger  transaction  will  be  treated as a recapitalization, with
     Concierge as the accounting acquirer (reverse acquisition), the transaction
     will  be  accounted  for in a manner similar to a pooling of interests. The
     operations  of  the Company would be included with those of Concierge, Inc.
     from  the acquisition date. The proforma financial information has not been
     included  as the amounts per historical financial statements of the Company
     are  insignificant  to  the  combined  entity.  Following are the unaudited
     financial  information  of  Concierge,  Inc.  as  on  December  31,  2001:
<TABLE>
<CAPTION>
<S>                                                          <C>
                           Revenue                           $       -
                           Operating  expenses                  45,492
                           Other  income                        52,600
                           Net  Income  after  income  tax       6,308
                           Total  current  assets              246,770
                           Total  non-current  assets            1,076
                           Total  current liabilities          105,676
</TABLE>

Note  4  -  Going  concern

     The accompanying financial statements have been prepared in conformity with
     generally  accepted accounting principles which contemplate continuation of
     the Company as a going concern. However, the Company incurred a net loss of
     $58,268  for the twelve months ended December 31, 2001. Accumulated deficit
     amounted  to  $3,177,872  at  December  31, 2001. At December 31, 2001, the
     Company  had  shareholders' deficit of $466,121. The continuing losses have
     adversely  affected  the  liquidity  of  the  Company. These factors, among
     others,  raise substantial doubt as to the Company's ability to continue as
     a  going  concern.  The financial statements do not include any adjustments
     relating to the recoverability and classification of recorded asset amounts
     or classification and amounts of liabilities that might be necessary should
     the  Company  be  unable  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.

                                       31
<PAGE>

Note  5  -  Income  Taxes

     No  provision  was  made  for  Federal  income  tax  since  the Company has
     significant  net  operating  loss carryforwards. Through December 31, 2000,
     the Company incurred net operating losses for tax purposes of approximately
     $1,641,000. There is no significant differences between financial statement
     and  tax losses. The net operating loss carryforwards may be used to reduce
     taxable  income through the year 2016. Net operating loss for carryforwards
     for  the  State  of California are approximately $611,000 and are generally
     available  to reduce taxable income through the year 2006. The availability
     of the Company's net operating loss carryforwards are subject to limitation
     if there is a 50% or more positive change in the ownership of the Company's
     stock.  The  provision  for  income taxes consists of the state minimum tax
     imposed  on  corporations.



















                                       32
<PAGE>
                          Starfest, Inc. & subsidiary
                   Notes To Consolidated Financial Statements
                           December 31, 2001 and 2000


Note  5  -  Income  Taxes  (continue)

     The  gross  deferred  tax  asset  balance  as  of  December  31,  2001  was
     approximately  $713,000.  A  100%  valuation allowance has been established
     against  the  deferred  tax  assets,  as  the  utilization  of  the  loss
     carryforwards  can  not  reasonably  be  assured.


Note  6  -  Notes  Payable-Related  parties

     Notes  payable  to shareholders are non-interest bearing, unsecured and due
     on  demand.  Note  payable  to  Concierge,  Inc.  is  non-interest bearing,
     unsecured  and  due  on  demand.


Note  7  -  Shares  issued  for  services

     During  the  year  ended  December  31,  2000, the Company issued 1,301,001
     shares  of  common  stock  for  consulting  services amounting $65,100. The
     Company  has  recorded  the  valuation of shares per guidance under APB 25.
     According  to  APB  25,  "when  an  entity  issues  equity  instruments  to
     non-employees  in exchange for goods or services, the transaction should be
     accounted  for based on the fair value of the goods or services received or
     the  fair  value  of  the  equity  instrument issued, whichever can be more
     reliably measured. Frequently, the fair value of goods or services received
     from  suppliers  can  be reliably measured and therefore indicates the fair
     value  of  the equity instruments issued." The valuation of these shares is
     based  upon  value  of  services received since the Company did not have an
     established  market  value  for  its  shares. The Company did not issue any
     shares  in  the  year  ended  December  31,  2001.


                                       33
<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The  Board  of  Directors  and  Stockholders
Concierge,  Inc.
(A  development  stage  company):

We  have  audited  the  accompanying  balance  sheets  of   Concierge,  Inc.,  a
development  stage company (a Nevada Corporation) (the "Company") as of June 30,
2001  and  2000  and the related statements of operations, stockholders' deficit
and  cash flows for the years then ended and for the period from commencement of
development  stage  on  September  20,  1996  to  June 30, 2001. These financial
statements   are   the   responsibility  of   the   Company's  management.   Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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.   We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of the Company at June 30, 2001
and  2000  and  the results of its operations and its cash flows for each of the
two  years  in  the  period  ended  June  30, 2001 and the period from inception
(September  20,  1996) to June 30, 2001 in conformity with accounting principles
generally  accepted  in  the  United  States  of  America.

The  Company's  financial  statements  are prepared using the generally accepted
accounting  principles  applicable  to  a  going concern, which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business.  The  Company  has  accumulated deficit of $2,001,809 and stockholders
deficit  of $1,694,038 on June 30, 2001. These factors as discussed in Note 3 to
the  financial  statements, raises substantial doubt about the Company's ability
to  continue  as  a going concern. Management's plans in regard to these matters
are  also  described  in  Note  3.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.



/s/Kabani  &  Company,  Inc.

KABANI  &  COMPANY,  INC.
CERTIFIED  PUBLIC  ACCOUNTANTS

Fountain  Valley,  California
October  18,  2001


                                       34
<PAGE>
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                             JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                     ASSETS                2001         2000
                                     -------            ----------   ----------
<S>                                                     <C>          <C>
CURRENT  ASSETS:
      CASH & CASH EQUIVALENTS                           $      695   $   85,105
      PREPAID EXPENSES                                     245,800      245,800
      NOTE RECEIVABLE - RELATED PARTY                      100,000      100,000
                                                        ----------   ----------
           TOTAL CURRENT ASSETS                            346,495      430,905

EQUIPMENT, NET                                               2,110        4,692
                                                        ----------   ----------
                                                        $  348,605   $  435,597
                                                        ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT  LIABILITIES:
      ACCRUED EXPENSES                                  $   90,743   $  138,755
      LOANS PAYABLE-OFFICER                                 22,000        4,400
                                                        ----------   ----------
           TOTAL CURRENT LIABILITIES                       112,743      143,155

SUBSCRIPTIONS  RECEIVED  FOR  COMMON  STOCK
  SUBJECT TO CONTINGENCY                                 1,663,290    1,175,790

COMMON  STOCK  ISSUED  SUBJECT  TO  CONTINGENCY            266,610      266,610

STOCKHOLDERS'  DEFICIT:
      COMMON STOCK, PAR VALUE $.01 PER SHARE;
      10,000,000 SHARES AUTHORIZED; ISSUED AND
      OUTSTANDING  1,376,380                                 6,959        6,959
      ADDITIONAL PAID IN CAPITAL                           300,812      300,812
      DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE  (2,001,809)  (1,457,729)
                                                        ----------   ----------
           TOTAL  STOCKHOLDERS'  DEFICIT                (1,694,038)  (1,149,958)
                                                        ----------   ----------

                                                        $  348,605   $  435,597
                                                        ==========   ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       35
<PAGE>
                                CONCIERGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
              YEARS ENDED JUNE 30, 2001 & 2000 AND THE PERIOD FROM
                SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2001
<TABLE>
<CAPTION>
                                                                 SEPTEMBER 20,
                                        JUNE  30,   JUNE  30,   1996 (INCEPTION)
                                          2001        2000      TO JUNE 30, 2001
                                       ----------  ----------  -----------------
<S>                                    <C>         <C>              <C>
REVENUE                                $        -           -                -

COSTS  AND  EXPENSES
     PRODUCT LAUNCH EXPENSES              230,241     490,078        1,077,785
     GENERAL & ADMINISTRATIVE EXPENSES    313,039     496,108          920,024
                                       ----------  ----------       ----------
     TOTAL COSTS AND EXPENSES             543,280     986,186        1,997,809

NET LOSS BEFORE INCOME TAXES             (543,280)   (986,186)      (1,997,809)

     PROVISION OF INCOME TAXES                800         800            4,000
                                       ----------  ----------       ----------
NET LOSS                                 (544,080)   (986,986)      (2,001,809)
                                       ==========  ==========       ==========

WEIGHTED AVERAGE SHARES OF COMMON
     STOCK OUTSTANDING, BASIC AND
     DILUTED                            1,065,960   1,065,960
                                       ==========  ==========

BASIC AND DILUTED NET LOSS PER SHARE   $    (0.51) $    (0.93)
                                       ==========  ==========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       36
<PAGE>
                                CONCIERGE, INC.
                          (A development stage company)
             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
         FOR THE PERIOD SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2001

<TABLE>
<CAPTION>
                                                                                                             Subscription
                              Common  Stock                                                                  received for
                            -----------------                                                                common stock
                            Number of    Par      Additional    Accumulated  Stockholders'       Advance      subject to
                             shares     value  Paid In Capital    Deficit   Equity (deficit)  Subscriptions   contingency
                            ---------   -----  ---------------  ----------- ----------------  -------------  ------------
<S>                         <C>         <C>       <C>           <C>           <C>               <C>            <C>
Common Stock issued for cash
through June 30, 1997         176,306   $1,763    $106,162      $         -   $   107,925       $        -     $       -

Common stock issued for
  services through June 30,
  1997                        621,545    6,215           -                -         6,215                -             -

Net loss through June 30,
  1997                              -        -           -          (96,933)      (96,933)               -             -
                            ---------   ------    --------      -----------   -----------       ----------     ---------
Balance at June 30, 1997      797,851    7,978     106,162          (96,933)       17,207                -             -

Common Stock issued for
  cash in the year ended
  June  30,  1998             137,475    1,375     194,650                -       196,025                -             -

Common stock issued for
  services in the year
  ended June 30, 1998          22,550      226           -                -           226                -             -

Net loss for the year
  ended June 30, 1998               -        -           -         (283,891)     (283,891)               -             -
                            ---------   ------    --------      -----------   -----------       ----------     ---------

Balance at June 30, 1998      957,876    9,579     300,812         (380,824)      (70,433)               -             -

Common Stock issued for
  cash in the year ended
  June 30, 1999               208,000        -           -                -             -                -        60,996

Common stock issued for
  services in the year
  ended  June  30, 1999           450        -           -                -             -                -             4

Net loss for the year
  ended June 30, 1999               -        -           -          (89,919)      (89,919)               -             -
                            ---------   ------    --------      -----------   -----------       ----------     ---------

Balance at June 30, 1999    1,166,326    9,579     300,812         (470,743)     (160,352)               -        61,000

Acquisition and retirement
  of Common shares           (262,000)  (2,620)                                    (2,620)               -             -

Common Stock issued
  for cash in the year
  ended June 30, 2000         117,184        -           -                -             -                -       202,061

Common stock issued for
  services in the year
  ended June 30, 2000         354,870        -           -                -             -                -         3,549

Post acquisition stock
  subscription  funds
  received net of costs
  & expenses of $79,710             -        -           -                -             -        1,175,790             -

Net loss for the year
  ended June 30, 2000               -        -           -         (986,986)     (986,986)
                            ---------   ------    --------      -----------   -----------       ----------     ---------

Balance at June 30, 2000    1,376,380    6,959     300,812       (1,457,729)   (1,149,958)       1,175,790       266,610

Post acquisition stock
  subscription funds
  received                          -        -          -                 -             -          487,500             -

Net loss for the year
  ended June 30, 2001               -        -          -          (544,080)     (544,080)               -              -
                            ---------   ------    --------      -----------   -----------       ----------     ---------

Balance at June 30, 2001    1,376,380   $6,959    $300,812      $(2,001,809)  $(1,694,038)      $1,663,290     $ 266,610
                            =========   ======    ========      ===========   ===========       ==========     =========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       37
<PAGE>
                                CONCIERGE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
              YEARS ENDED JUNE 30, 2001 & 2000 AND THE PERIOD FROM
                SEPTEMBER 20, 1996 (INCEPTION) TO JUNE 30, 2001

<TABLE>
<CAPTION>
                                                                 SEPTEMBER 20,
                                        JUNE  30,   JUNE  30,   1996 (INCEPTION)
                                          2001        2000      TO JUNE 30, 2001
                                       ----------  ----------  -----------------
<S>                                    <C>         <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     NET LOSS                          $(544,080)  $  (986,986)     $(2,001,809)
     ADJUSTMENTS TO RECONCILE NET
     LOSS  TO  NET  CASH  USED  IN
     OPERATING  ACTIVITIES:
          DEPRECIATION AND AMORTIZATION    2,582         2,350           10,800
          STOCK ISSUED FOR SERVICES            -           929            7,374
          INCREASE IN CURRENT ASSETS:
               PREPAID  EXPENSES               -      (245,000)        (245,800)
          INCREASE/(DECREASE) IN
          CURRENT  LIABILITIES:
               ACCOUNTS  PAYABLE               -       (70,093)               -
               ACCRUED EXPENSES          (48,012)      118,537           90,743
               PAYROLL TAX PAYABLE        (4,400)        4,400                -
                                       ---------   -----------      -----------

          NET  CASH  USED  IN
          OPERATING  ACTIVITIES         (593,910)   (1,175,863)      (2,138,692)
                                       ---------   -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
          NOTE RECEIVABLE -
..         RELATED PARTY                        -      (100,000)        (100,000)
          ACQUISITION OF PROPERTY
          & EQUIPMENT                          -        (1,266)         (12,910)
                                       ---------   -----------      -----------

          NET CASH USED IN INVESTING
          ACTIVITIES                           -      (101,266)        (112,910)
                                       ---------   -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
          PROCEEDS FROM ISSUANCE
          OF SHARES                            -       202,061          567,007
          PROCEEDS FROM ADVANCE
          SUBSCRIPTIONS                  487,500     1,255,500        1,743,000
          COSTS AND EXPENSES OF
          ADVANCE SUBSCRIPTIONS                -       (79,710)         (79,710)
          PROCEEDS FROM (REPAYMENTS
          OF) RELATED PARTY LOANS         22,000       (22,000)          22,000
                                       ---------   -----------      -----------

          NET CASH PROVIDED BY
          FINANCING  ACTIVITIES          509,500     1,355,851        2,252,297
                                       ---------   -----------      -----------

NET INCREASE/(DECREASE) IN CASH          (84,410)       78,722              695

CASH, BEGINNING BALANCE                   85,105         6,383                -
                                       ---------   -----------      -----------

CASH, ENDING BALANCE                   $     695   $    85,105      $       695
                                       =========   ===========      ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       38
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


1.     DESCRIPTION  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

Concierge,  Inc. ("the Company"), is a development stage enterprise incorporated
in  the  state  of Nevada on September 20, 1996.  The Company has undertaken the
development  and marketing of a new technology, a unified messaging product "The
Personal  Communications  Attendant"  ("PCA  ").  "PCA " will provide a means by
which  the  user  of  Internet e-mail can have e-mail messages spoken to him/her
over  any  touch-tone  telephone  or wireless phone in the world. The accounting
policies  of  the  Company  are in accordance with generally accepted accounting
principles  and  conform  to  the  standards  applicable  to  development  stage
companies.


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Cash  and  cash  equivalents

The  Company considers all liquid investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.

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  reported  amounts  of  assets  and  liabilities  and  disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Property  &  Equipment

Property  and  equipment  is  carried  at  cost.  Depreciation  of  property and
equipment  is  provided using the straight-line method over the estimated useful
lives  of  the  assets.  Expenditures for maintenance and repairs are charged to
expense  as  incurred.

Income  taxes

Deferred income tax assets and liabilities are computed annually for differences
between  the  financial  statements and tax basis of assets and liabilities that
will result in taxable or deductible amounts in the future based on enacted laws
and  rates  applicable  to  the periods in which the differences are expected to
affect  taxable income (loss). Valuation allowance is established when necessary
to  reduce  deferred  tax  assets  to  the  amount  expected  to  be  realized.

Basic  and  diluted  net  loss  per  share

Net  loss  per share is calculated in accordance with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion  No.15 (APB 15). Net loss per
share  for  all  periods  presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or  exercised. Dilution is computed by applying the treasury stock method. Under

                                       39
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


this  method,  options and warrants are assumed to be exercised at the beginning
of  the  period (or at the time of issuance, if later), and as if funds obtained
thereby  were  used  to purchase common stock at the average market price during
the  period.

Stock-based  compensation

In  October  1995,  the  FASB  issued  SFAS No. 123, "Accounting for Stock-Based
Compensation".  SFAS  No.  123 prescribes accounting and reporting standards for
all stock-based compensation plans, including employee stock options, restricted
stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123
requires compensation expense to be recorded (i) using the new fair value method
or  (ii) using the existing accounting rules prescribed by Accounting Principles
Board  Opinion  No.  25, "Accounting for stock issued to employees" (APB 25) and
related  interpretations  with  pro  forma  disclosure  of  what  net income and
earnings  per  share  would have been had the Company adopted the new fair value
method.  The company uses the intrinsic value method prescribed by APB25 and has
opted  for  the disclosure provisions of SFAS No.123. The implementation of this
standard did not have any material impact on the Company's financial statements.

Issuance  of  shares  for  service

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

Fair  value  of  financial  instruments

Statement of financial accounting standard No. 107, Disclosures about fair value
of  financial  instruments,  requires  that  the Company disclose estimated fair
values of financial instruments. The carrying amounts reported in the statements
of  financial  position for current assets and current liabilities qualifying as
financial  instruments  are  a  reasonable  estimate  of  fair  value.

Accounting for the costs of computer software developed or obtained for internal
use

In  March  1998,  the  Accounting  Standards Executive Committee of the American
Institute  of  Certified  Public Accountants (ASEC of AICPA) issued Statement of
position  (SOP)  No.  98-1,  "Accounting  for  the  costs  of  computer software
developed  or  obtained  for internal use", effective for fiscal years beginning
after  December  15,  1998. SOP N0. 98-1 requires that certain costs of computer
software  developed  or  obtained  for internal use be capitalized and amortized
over  the useful life of the related software. The Company adopted this standard
in  fiscal  year  1999  and  the  implementation of this standard did not have a
material  impact  on  its  financial  statements.

Web  site  development  costs

In  March  2000,  the  Emergency  Issues  Task  Force  (EITF) of FASB issued its
consensus  under  EITF-00-02.  Per  the consensus, certain costs incurred in the
development  of  a  Web site should be capitalized. According to the EITF, those
costs  incurred  in  developing  a  software  program  should  be capitalized in
accordance  with  Statement of Position (SOP) 98-1, "Accounting for the costs of
Computer  Software  Developed  or  obtained for internal use". Capitalization of
software  development  costs  begins  upon  the  establishment  of technological
feasibility.  The  establishment  of  technological  feasibility and the ongoing
assessment  of  recoverability of capitalized software development costs require
considerable  judgment  by  management with respect to certain external factors,
including,  but  not limited to, anticipated future revenues, estimated economic
life,  and  changes  in software and hardware technologies. The Company expenses
web  site  development  costs,  which  are  allocated  for  preliminary  project
development,  web  site  general  and  maintenance.

                                       40
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


Costs  of  start-up  activities

In April 1998, the ASEC of AICPA issued SOP No. 98-5, "Reporting on the costs of
start-up  activities",  effective  for fiscal years beginning after December 15,
1998.  SOP 98-5 requires the costs of start-up activities and organization costs
to  be  expensed  as  incurred. The Company adopted this standard in fiscal year
1999  and  the implementation of this standard did not have a material impact on
its  financial  statements.

Research  and  Development

Expenditures  for  software  development  costs  and  research  are  expensed as
incurred.  Such  costs  are  required  to  be  expensed  until  the  point  that
technological  feasibility  is  established.  The  period  between  achieving
technological feasibility and the general availability of such software has been
short.  Consequently,  costs  otherwise  capitalizable  after  technological
feasibility  is  achieved are generally expensed because they are insignificant.

Revenue  Recognition

Revenue  Recognition  Revenue  is  recognized when earned. The Company's revenue
recognition  policies  are  in  compliance  with  all  applicable  accounting
regulations,  including  American  Institute  of  Certified  Public  Accountants
(AICPA)  Statement of Position (SOP) 97-2, Software Revenue Recognition, and SOP
98-9,  Modification  of  SOP 97-2, With Respect to Certain Transactions. Revenue
from  license  programs is recorded when the software has been delivered and the
customer  is  invoiced.  Revenue  from  packaged  product  sales  to and through
distributors  and  resellers  is recorded when related products are shipped. The
Company  does  not  charge  monthly  service  fee, instead charges only one-time
purchase  price  and  the option of buying upgrades at a fixed fee based on fair
value  of  the  upgrade.  When  the  revenue  recognition  criteria required for
distributor  and  reseller  arrangements  are  not met, revenue is recognized as
payments are received. Costs related to insignificant obligations, which include
telephone support for certain products, are accrued. Provisions are recorded for
returns,  concessions  and  bad  debts. Cost of revenue includes direct costs to
produce  and  distribute  product  and  direct costs to provide online services,
consulting,  product  support,  and  training  and  certification  of  system
integrators.  Research  and  development  costs  are  expensed  as incurred. The
company  did  not  earn  any  revenue in the years ended June 30, 2001 and 2000.

Allowance  for  doubtful  accounts

In determining the allowance to be maintained, management evaluates many factors
including  industry  and historical loss experience.  The allowance for doubtful
accounts is maintained at an amount management deems adequate to cover estimated
losses.  The  company did not have accounts receivable or allowance for doubtful
accounts  as  of  June  30,  2001  and  2000.

Advertising

The  Company  expenses  advertising  costs  as  incurred.

Accounting  developments

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS")  No.  133  "Accounting for Derivative
Instruments  and  Hedging  Activities."  SFAS No. 133 establishes accounting and

                                       41
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


reporting  standards  requiring  that  every  derivative  instrument  (including
certain  derivative  instruments embedded in other contracts) be recorded on the
balance  sheet  as either an asset or liability measured at its fair value. SFAS
No.  133  requires  that  changes  in  the derivative's fair value be recognized
currently  in  earnings  unless specific hedge accounting criteria are met. SFAS
No.  133,  as  amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal
quarters  of  fiscal  years  beginning after June 15, 2000. The Company does not
expect  that  the  adoption  of this standard will have a material impact on its
financial  statements.

In  June  2000,  the  FASB  issued  Statement  of Financial Accounting Standards
("SFAS")  No.  138,  "Accounting  for  Certain  Instruments  and Certain Hedging
Activities." The Company does not expect that the adoption of this standard will
have  a  material  impact  on  its  financial  statements.

In  June  2000,  the  FASB  issued  Statement  of Financial Accounting Standards
("SFAS")  No.  139,  "Rescission  of  FASB  Statement  No.  53 and Amendments to
Statements  No.  63, 89, and 121." The Company does not expect that the adoption
of  this  standard  will  have  a  material  impact on its financial statements.

In  September  2000, the FASB issued Statement of Financial Accounting Standards
("SFAS")  No.  140,  "Accounting for Transfers and Servicing of Financial Assets
and  Extinguishments  of  Liabilities, a replacement of FASB Statement No. 125."
The  Company  does  not  expect  that  the adoption of this standard will have a
material  impact  on  its  financial  statements.

On  July  20,  2001,  the FASB issued SFAS No. 141, "Business Combinations," and
SFAS  No.  142,  "Goodwill  and  Other Intangible Assets." These statements make
significant  changes  to the accounting for business combinations, goodwill, and
intangible  assets.

SFAS No. 141 establishes new standards for accounting and reporting requirements
for  business  combinations  and  will  require  that  the  purchase  method  of
accounting  be used for all business combinations initiated after June 30, 2001.
Use  of  the  pooling-of-interests  method will be prohibited. This statement is
effective  for  business  combinations  completed  after  June  30,  2001.

SFAS  No.  142  establishes  new  standards  for goodwill acquired in a business
combination  and  eliminates  amortization  of  goodwill  and instead sets forth
methods to periodically evaluate goodwill for impairment. Intangible assets with
a  determinable useful life will continue to be amortized over that period. This
statement  becomes  effective  January  1,  2002.

The  Company does not expect that the adoption of SFAS No. 141 & 142 will have a
material  impact  on  its  financial  statements.

In  December  1999,  the  Securities  and Exchange Commission (the "SEC") issued
Staff  Accounting  Bulletin  ("SAB")  No. 101, "Revenue Recognition in Financial
Statements."  SAB  No. 101 summarizes the SEC's views on the application of GAAP
to  revenue recognition. In June 2000, the SEC released SAB No. 101B that delays
the implementation date of SAB 101 until no later than the fourth fiscal quarter
of  fiscal  years  b beginning after December 15, 1999. The Company has reviewed
SAB  No. 101 and believes that it is in compliance with the SEC's interpretation
of  revenue  recognition.

In March 2000, the FASB issued FASB Interpretation No. 44 ("FIN 44") "Accounting
for  Certain Transactions involving Stock Compensation, an interpretation of APB
Opinion  No.  25".  FIN  44  clarifies the application of Opinion 25 for (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining  whether  a  plan  qualifies  as  a  noncompensatory  plan,  (c) the

                                       42
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


accounting  consequence  for  various modifications to the terms of a previously
fixed  stock  option  or  award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. FIN 44 is effective July 1, 2000,
but  certain  provisions  cover specific events that occur after either December
15, 1998,or January 12, 2000. The adoption of certain other provisions of FIN 44
prior  to  March  31,  2000  did  not  have  a  material effect on the financial
statements.  The  Company  does  not  expect  that the adoption of the remaining
provisions  will  have  a  material  effect  on  the  financial  statements.

In  January  2001, the Financial Accounting Standards Board Emerging Issues Task
Force  issued EITF 00-27 effective for convertible debt instruments issued after
November  16,  2000.  This pronouncement requires the use of the intrinsic value
method  for  recognition of the detachable and imbedded equity features included
with  indebtedness,  and requires amortization of the amount associated with the
convertibility  feature  over  the  life  of the debt instrument rather than the
period  for which the instrument first becomes convertible. Management is in the
process  of  evaluating the requirements of EITF 00-27, but does not expect this
pronouncement will materially impact the Company's financial position or results
of  operations.

Reclassifications

Certain  prior period amounts have been reclassified to conform with the current
period  presentation.


3.     GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted  accounting principles which contemplate continuation of the
Company  as  a  going  concern.  However, the Company's did not earn any revenue
during  the  years ended June 30, 2001 and 2000 and the Company has incurred net
losses  from  inception  to  June 30, 2001 of $2,001,809 including a net loss of
$544,080  during  the  year  ended  June  30,  2001.  The continuing losses have
adversely  affected  the  liquidity  of  the  Company.  Losses  are  expected to
continue  for  the  immediate  future.  The Company faces continuing significant
business risks, including but not limited to, its ability to maintain vendor and
supplier  relationships  by  making  timely  payments  when  due.

In view of the matters described in the preceding paragraph, recoverability of a
major  portion  of  the recorded asset amounts shown in the accompanying balance
sheet  is  dependent  upon continued operations of the Company, which in turn is
dependent  upon  the  Company's  ability  to  raise  additional  capital, obtain
financing  and to succeed in its future operations.  The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded  asset  amounts or amounts and classification of liabilities that might
be  necessary  should  the  Company  be  unable  to continue as a going concern.

Management  has  taken the following steps to revise its operating and financial
requirements,  which  it believes are sufficient to provide the Company with the
ability  to continue as a going concern.  Management devoted considerable effort
from  inception  through  the period ended March 31, 2001, towards (i) obtaining
additional equity (ii) management of accrued expenses and accounts payable (iii)
Development  of  the software "PCA " and (vi) evaluation of its distribution and
marketing  methods.

Management  believes  that  the above actions will allow the Company to continue
operations  through  the  next  fiscal  year.

                                       43
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)

<TABLE>
<CAPTION>
4.     PROPERTY  AND  EQUIPMENT
                                                June  30, 2001  June 30, 2000
                                                --------------  -------------
<S>                                               <C>            <C>
             Property  and  Equipment             $   12,910     $   12,910
             Less:  Accumulated  depreciation         10,800          8,218
                                                  ----------     ----------

                                                  $    2,110     $    4,692
                                                  ==========     ==========
</TABLE>

5.     PREPAID  EXPENSES

The  Company  entered  into  software  license  agreements  with  two  Delaware
Corporations.  One  Corporation granted permission to the Company to utilize its
software  for  the  "PCA  "  development.  The  corporation was paid $202,500 as
initial  non-refundable license fee and was considered to be pre-paid royalties.
The  agreement calls for Concierge, Inc. to pay a royalty of $1.00 for the first
million  units  sold  and  $.75  for  units  greater  than  1,000,000.

The  second  software  license  agreement  granted  the  Company  the  rights to
incorporate  its  software  in  the  Company's  personal communication attendant
e-mail  device.  The  corporation  was  paid  $42,500  by  Concierge,  Inc. as a
non-refundable,  advance royalty payment. The agreement calls for the Company to
pay  a  royalty  of $1.10 for the first 100,000 units, thereafter $.85 per unit.

The  Company  amortizes the prepaid royalties by the amount which is the greater
of  the  amount computed using (a) the ratio that current gross revenues bear to
the  total  of  current  and  anticipated  future  gross  revenues  or  (b)  the
straight-line  method  over  the  remaining  estimated  economic  life.  Per the
guideline  under  SFAS  86  "Accounting for the Costs of Computer Software to Be
Sold,  Leased, or Otherwise Marketed", amortization shall start when the product
is  available  for  general  release  to  customers.

The  term of licenses is five years from the date the Company begins shipping of
its  product.  The  prepaid  royalties  will be amortized based on straight-line
method  over  five-year  period  from  the  date  shipping  begins.


6.     NOTE  RECEIVABLE  -  RELATED  PARTY

The  Company  has  loaned  $100,000  to  a Corporation with which the Company is
planning  to  merge  (see  note  9). The Note is due on demand, unsecured and is
non-interest  bearing.


7.     INCOME  TAXES

No  provision  was made for Federal income tax since the Company has significant
net  operating  loss carryforwards.  Through June 30, 2001, the Company incurred
net  operating losses for tax purposes of approximately $2,002,000.  Differences
between  financial  statement  and  tax losses consist primarily of amortization
allowance, was immaterial at June 30, 2001. The net operating loss carryforwards
may  be used to reduce taxable income through the year 2016.  Net operating loss
for  carryforwards for the State of California are generally available to reduce
taxable  income  through  the  year  2006. The availability of the Company's net
operating loss carryforwards are subject to limitation if there is a 50% or more
positive  change  in  the  ownership  of  the Company's stock. The provision for
income  taxes  consists  of  the  state  minimum  tax  imposed  on corporations.

                                       44
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


The  net deferred tax asset balance, due to net operating loss carryforwards, as
of   June  30,  2001  and  2000   were  approximately   $800,000  and  $580,000,
respectively.  A  100%  valuation  allowance  has  been  established against the
deferred  tax  assets,  as  the  utilization  of  the loss carrytforwards cannot
reasonably  be  assured.


8.     STOCKHOLDERS'  EQUITY  AND  COMMON  STOCK  ISSUED  SUBJECT TO CONTINGENCY

The  Company issued 117,184 shares for cash totaling $202,061 and 354,870 shares
for services of $3,549 during the year ended June 30, 2000. Since December 1998,
the  Company  sold securities to persons in six states in the U. S.  The Company
did  not  file  Form D or other filings in any of the states or with the SEC for
such  shares  and  did  not  properly follow the requirements for complying with
available  exemptions in each state. Accordingly, all such shares are subject to
the  contingency  that  they may have been issued without the availability of an
exemption  from  registration  under  the  Securities  Act of 1933 and under the
securities  laws  of each of the six states.  Therefore, the Company has treated
all  such  shares  issued since December 1998, as Common stock issued subject to
contingency.  Total  shares  issued subject to contingency through June 30, 2001
and  2000,  were  680,504  for  cash  and  services  amounting  $266,610.

During  the  year  ended  June  30,  2000,  the Company reacquired and cancelled
262,000  shares, previously issued for services of $2,620 in the year ended June
30,  1997.


9.     SUBSCRIPTIONS  RECEIVED  FOR  COMMON  STOCK  SUBJECT  TO  CONTINGENCY

The  Company  has  entered  into  subscription agreements to issue "post merger"
shares in exchange for cash. Through December 31, 2000, the Company had received
advance  subscriptions  for  a  gross  amount  of  $1,255,500  before  deducting
associated  costs of $79,710, for 5,928,750 post merger shares. In the event the
merger  between  Concierge,  Inc.  and  Starfest, Inc. is not completed prior to
November  31,  2000  the  obligation  of the Company under this agreement may be
satisfied  by  the  issuance  of  shares in the Company equivalent on a pro-rata
basis  to  the number of shares in "post merger" Corporation that are subject to
this  agreement.

As  mentioned  in  Note  10,  the  Company  is  involved  in  a  proposed merger
transaction with Starfest, Inc. ("SFI"). SFI filed a registration statement with
the  Securities  and  Exchange  Commission  ("the  Commission")  on June 8, 2000
related  to the proposed merger, naming the Company as the entity proposed to be
merged  into  SFI.  From  July  1,  2000 through September 15, 2000, the Company
received additionally $487,500 as advance subscription for 2,127,500 post merger
shares  in  an  offering intended to be exempt from registration pursuant to the
provisions  of  Section  4(2) of the Securities Act of 1933 and of Regulation D,
Rule  506 of the Commission. It is possible, but not certain, that the filing of
the  registration statement by SFI and the manner in which the Company conducted
the  sale  of  the  2,127,500  post  merger  shares  of common stock constituted
"general  advertising  or  general  solicitation"  by  the  Company.  General
advertising  and  general  solicitation  are activities that are prohibited when
conducted in connection with an offering intended to be exempt from registration
pursuant  to  the  provisions  of  Regulation D, Rule 506 of the Commission. The
Company does not concede that there was no exemption from registration available
for  this  offering.  Nevertheless, should the aforementioned circumstances have

                                       45
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


constituted  general  advertising  or general solicitation, the Company would be
denied  the  availability  of  Regulation  D,  Rule 506 as an exemption from the
registration  requirements  of  the  Securities  Act  of  1933  when it sold the
2,127,500  post  merger  shares  of  common  stock after June 8, 2000. Should no
exemption  from  registration  have  been  available with respect to the sale of
these  shares,  the  persons  who  bought  them  would  be  entitled,  under the
Securities  Act  of 1933, to the return of their subscription amounts if actions
to  recover  such  monies  should  be  filed  within one year after the sales in
question.  Accordingly,  the  amounts  received  by the Company from the sale of
these  shares  are set apart from Stockholders' Equity as "Subscription received
for common stock subject to contingency" to indicate this contingency. The total
contingent liabilities related to such shares amounted to $1,929,900 ($2,009,610
less  cost and expenses of $79,710) and $1,442,400 as of June 30, 2001 and 2000,
respectively.


10.     MERGER  AGREEMENT

On  January  26,  2000  the  Company  entered  into  an agreement of merger with
Starfest,  Inc.,  a  California  Corporation. Under the agreement, the presently
outstanding  1,376,380  share  of common stock of the Company shall be converted
into  96,957,713 common stock of Starfest, Inc. on the basis of 70.444 shares of
Starfest,  Inc.  for  each share outstanding of the Company. The 96,957,713 post
merger  shares  shall  be  distributed  to  the shareholders of the Company on a
pro-rata  basis.  For accounting purposes, the transaction would be treated as a
recapitalization  of  the  Company,  with the Company as the accounting acquirer
(reverse  acquisition),  and  would  be  accounted  for in a manner similar to a
pooling  of  interests.  The operations of Starfest, Inc. would be included with
those  of  the  Company  from  the acquisition date.  Starfest, Inc. had minimal
assets  and  did  not  have significant operations prior to the acquisition. The
merger  is  subject to approval by shareholders of both companies and Securities
and  Exchange  Commission.


11.     SUPPLEMENTAL  DISCLOSURE  OF  CASH  FLOWS

The  Company  prepares its statements of cash flows using the indirect method as
defined  under  the  Financial  Accounting  Standard  No.  95.

The  Company  paid  $800 and $800 for income tax in the year ended June 30, 2001
and  2000,  respectively.  Total amount paid for income taxes from September 20,
1996  (inception)  through June 30, 2001 amounted to $4,000. The Company paid $0
for  interest during the periods ended June 30, 2001 and 2000. Total amount paid
for interest from September 20, 1996 (inception) through June 30, 2001, amounted
to  $4,227.

The  Cash  flow statements do not include effect of acquisition and cancellation
of 262,000 shares issued for services of $2,620. 737,415 shares have been issued
since  inception through June 30, 2001, for services amounting $7,374. Valuation
of  shares is based on the estimated fair market value of the services performed


12.     COMMITMENT

The Company sub-leases office space in Los Angeles, California from Ardent, Ltd.
The  term  of  the lease is 26 months with monthly payments of $1,542. The lease
expires  on August 31, 2002. Rent was $18,501 and $7,823 for the year ended June
30,  2001  and  2000,  respectively.

                                       46
<PAGE>
                                 CONCIERGE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                          (A DEVELOPMENT STAGE COMPANY)


Future  minimum  lease  payments  associated  with  the  lease  are  as  follow:
<TABLE>
<CAPTION>
                     Year  ended  June  30                    Amount
                     ---------------------                  ----------
<S>                                                         <C>
                             2002                           $   18,501
                             2003                                3,083
                                                            ----------
                             Total                          $   21,584
                                                            ==========
</TABLE>







                                       47
<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.

     On  November 14, 2000, the Company engaged the firm of Kabani & Company, of
Fountain  Valley,  California, as independent accountants for the Company. Prior
to  November  14,  2000,  neither  the  Company,  nor  anyone on its behalf, had
consulted  with  Kabani  &  Company  concerning the accounting principles of any
specific completed or contemplated transaction, any type of audit opinion on the
Company's  financial  statements  or  any  other  material factor which might be
considered  by the Company in reaching a decision as to any accounting, auditing
or  financial  reporting  issue.

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 Starfest at December
31,  2002  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,  61     President  and               1999              2002
                          Director

Janet  Alexander,  67     Secretary  and               1999              2002
                          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

                                       48
<PAGE>
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.

     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                      2001           0                     0
                                     2000           0               302,001(1)
                                     1999      18,000               300,000(2)

Thomas  J.  Kenan                    2000           0                     0

Herb  Gronauer                       2000           0                     0
                                     1999           0                     0
-------------------------
</TABLE>

(1)       The value of  the  302,001  shares of stock awarded to Mr. Huemmer was
          $15,100  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.

                                       49
<PAGE>
(2)       The value of  the  300,000  shares of stock awarded to Mr. Huemmer was
          $13,500 when the award was made, based upon the $0.05 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  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,
2001.  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  CompensationCompensation

     Starfest  had 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  table  below  sets  forth  the ownership, as of March 15, 2002 of each
individual  known  to  management  to  be the beneficial owner of more than five
percent  of  the  post-merger  company's  common  stock,  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.



                                       50
<PAGE>
<TABLE>
<CAPTION>
                                   Amount  of  Post-
                                    Merger  Company
 Name  and  Address  of              Shares  To  Be               Percent  of
    Beneficial  Owner                    Owned                       Class
 ----------------------            ------------------             -----------
<S>                                     <C>                           <C>
Allen  E.  Kahn
7547 W. Manchester Ave., No. 325
Los  Angeles,  CA  90045                23,401,050                    19.5%

Samuel  C.H.  Wu
1202  Tower  1,  Admiralty  Centre
18  Harcourt  Road
Hong  Kong,  China                      27,250,574                    22.7%

Polly  Force  Co.,  Ltd.
1202  Tower  1,  Admiralty  Centre
18  Harcourt  Road
Hong  Kong,  China                      10,805,680  (1)                9.0%

East Asia Strategic Holdings, Ltd.
1202  Tower  1,  Admiralty  Centre
18  Harcourt  Road
Hong  Kong,  China                       7,395,137                     6.2%


F.  Patrick  Flaherty
637  29th  Street
Manhattan  Beach,  CA  90266             4,727,485                     3.9%

Donald  V.  Fluken
313  Pagosa  Way
Fremont,  CA  94539                        143,851                      (2)

James  E.  Kirk
1401  Kirby,  N.E.
Albuquerque,  NM  87112                  3,883,291                     3.2%

Herbert  Marcus,  III
5505  Wenonan  Drive
Dallas,  TX  75209                          33,768                      (2)

Harry  F.  Camp
1150  Bayhill  Drive
San  Bruno,  CA  94066                      33,768                      (2)

David  W.  Neibert
24028  Clarington  Drive
West  Hills,  CA  91304                    715,876  (5)                 (2)

Officers  and  Directors
  as  a  Group  (8  persons)            60,189,663                    50.2%
</TABLE>

(1)     Mr.  Samuel  C.  H.  Wu  is  the  beneficial  owner  of  these  shares.
(2)     Less  than  one  percent.

                                       51
<PAGE>
     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.

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.*

      3.5        -     Articles of Merger of Starfest, Inc.  and Concierge, Inc.
                       filed with the Secretary of State of Nevada on  March  1,
                       2002.**

      3.6        -     Agreement   of   Merger   between   Starfest,  Inc.   and
                       Concierge,  Inc.  filed  with  the  Secretary of State of
                       California on March 20, 2002.**

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


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

     **Previously  filed  with  Form  8-K  on April 2, 2002; Commission File No.
     000-29913,  incorporated  herein.

(b)     Reports  on  Form  8-K


                                       52
<PAGE>

     Form  8-K  -     Item  2  -  Acquisition or Disposition of Assets; Item 7 -
Articles  of  Merger  of  Starfest,  Inc.  and  Concierge,  Inc.  filed with the
Secretary  of  State  of Nevada on March 1, 2002 and Agreement of Merger between
Starfest,  Inc.  and  Concierge,  Inc.  filed  with  the  Secretary  of State of
California  on  March  20,  2002;  and  Item 8 - Change in Fiscal Year (SEC File
#000-29913)  filed  April  2,  2002.


























                                       53
<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.

                                    CONCIERGE  TECHNOLOGIES,  INC.



Date:  April  13,  2002             By/s/ Allen E. Kahn
                                      ------------------------------------------
                                      Allen  E.  Kahn,  President

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



Date:  April  13,  2002               /s/ Allen E. Kahn
                                      ------------------------------------------
                                      Allen  E.  Kahn,  President, Chief
                                        Financial  Officer  and  Director




Date:  April  13,  2002               /s/ F. P. Flaherty
                                      ------------------------------------------
                                      F. Patrick Flaherty, Executive  Vice
                                        President




Date:  April    ,  2002
                                      ------------------------------------------
                                      James  E.  Kirk,  Secretary  and  Director




Date:  April  13,  2002               /s/ Herbert Marcus III
                                      ------------------------------------------
                                      Herbert  Marcus  III,  Director


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Date:  April  13,  2002               /s/ Harry F. Camp
                                      ------------------------------------------
                                      Harry  F.  Camp,  Director





Date:  April  13,  2002               /s/ David W. Neibert
                                      ------------------------------------------
                                      David  W.  Neibert,  Director




Date:  April  13,  2002                /s/ Samuel C. H. Wu
                                      ------------------------------------------
                                      Samuel  C.H.  Wu,  Director


























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