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

                         AMENDMENT NO. 2 TO FORM 10-QSB
              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 For the
                 transition period from _________ to __________


                                 STARFEST, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                          Commission File No. 000-29913

                       State of Incorporation: California
                      IRS Employer I.D. Number: 95-4442384


                            4602 East Palo Brea Lane
                              Cave Creek, AZ 85331
                             Telephone 480-551-8280
             -------------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  twelve  months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

        As of June 30, 2000,  there were 23,000,000  shares of the  Registrant's
Common Stock, no par value, outstanding.

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


<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements
























<PAGE>

                          Starfest, Inc. and Subsidiary

                           CONSOLIDATED BALANCE SHEET

                                  June 30, 2000




<TABLE>
                                     ASSETS


Current Assets
---------------

<S>                                                   <C>           <C>
  Cash                                                $     1,105
                                                      -----------
           Total Current Assets                                     $   1,105
                                                                    ---------

           Total Assets                                             $   1,105
                                                                    =========




                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
-------------------

  Accounts payable                                    $    16,044
  Related Party Notes Payable                             347,502
                                                      -----------

           Total Current Liabilities                                $ 363,546

Shareholders' Deficit
---------------------

  Authorized; 65,000,000 no par value
  common shares, issued and outstanding,
  23,000,000 common shares                              2,647,353

  Accumulated deficit                                  (3,009,794)
                                                       ----------

           Total Shareholders' Deficit                              $(362,441)
                                                                    ---------

                 TOTAL LIABILITIES AND
                 SHAREHOLDERS' DEFICIT                              $   1,105
                                                                    =========
</TABLE>

              See accountant's review report and accompanying notes

                                       3
<PAGE>

                          Starfest, Inc. and Subsidiary

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

                       For the Three Months Ended June 30,


<TABLE>
<CAPTION>
                                                     2000               1999
                                                     ----               ----

<S>                                              <C>                <C>
REVENUES                                         $         0        $         0
--------

OPERATING EXPENSES
------------------
  General and Administrative Expenses                 17,611            174,586
                                                 -----------        -----------

(LOSS) FROM OPERATIONS                               (17,611)          (174,586)
----------------------


PROVISION FOR INCOME TAXES                               800                800
--------------------------                       -----------        -----------


NET LOSS                                             (18,411)          (175,386)
--------                                         ===========        ===========


ACCUMULATED DEFICIT -- beginning of year          (2,991,383)        (2,138,251)
-------------------                              -----------        -----------


ACCUMULATED DEFICIT -- end of year                (3,009,794)        (2,316,861)
-------------------                              ===========        ===========



BASIC AND DILUTED WEIGHTED AVERAGE
-----------------------------------
NUMBER OF COMMON SHARES OUTSTANDING               23,086,813         18,885,856
-----------------------------------              ===========        ===========


BASIC LOSS PER COMMON SHARE                      $      (.00)       $      (.01)
---------------------------                      ===========        ===========



DILUTED LOSS PER COMMON SHARE                    $      (.00)       $      (.01)
-----------------------------                    ===========        ===========

</TABLE>

              See accountant's review report and accompanying notes

                                       4

<PAGE>

                          Starfest, Inc. and Subsidiary

          CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT

                        For the Six Months Ended June 30,



<TABLE>
<CAPTION>
                                                   2000                 1999
                                                   ----                 ----


<S>                                           <C>                   <C>
REVENUES                                      $         0           $         0
--------

OPERATING EXPENSES
------------------
  General and Administrative Expenses             352,137               177,810
                                              -----------           -----------


(LOSS) FROM OPERATIONS                           (352,137)             (177,810)
----------------------


PROVISION FOR INCOME TAXES                            800                   800
--------------------------                    -----------           -----------


NET LOSS                                         (352,937)             (178,610)
--------                                      ===========           ===========


ACCUMULATED DEFICIT -- beginning of year       (2,656,857)           (2,656,857)
-------------------                           -----------           -----------


ACCUMULATED DEFICIT -- end of year             (3,009,794)           (2,835,467)
-------------------                           ===========           ===========


BASIC AND DILUTED WEIGHTED AVERAGE
----------------------------------
NUMBER OF COMMON SHARES OUTSTANDING            22,914,637            12,713,605
-----------------------------------           ===========           ===========


BASIC LOSS PER COMMON SHARE                   $     (.02)           $      (.01)
---------------------------                   ==========            ===========


DILUTED LOSS PER COMMON SHARE                 $     (.02)           $      (.01)
-----------------------------                 ==========            ===========
</TABLE>



              See accountant's review report and accompanying notes

                                       5
<PAGE>

                          Starfest, Inc. and Subsidiary
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            Six Months Ended June 30,

<TABLE>
<CAPTION>
                                                     2000             1999
                                                     ----             ----



CASH FLOW FROM OPERATING ACTIVITIES
-----------------------------------
<S>                                                <C>             <C>
  Net Loss                                         $(352,937)      $(178,610)


  Adjustments to reconcile Net Loss To Net
    Cash Used By Operating Activities:
    Loss on disposal of equipment                          0           2,216
    Shares issued for services                           702             358
    Shares issued for debt extinguishment                  0         646,379
    Shares issued for assets                               0         118,000
                                                   ---------      ----------

        Total Adjustments                                702         766,953

INCREASE (DECREASE) IN LIABILITIES
----------------------------------
  Accounts payable                                    (1,643)       (413,692)
  Other liabilities                                        0        (108,800)
                                                   ---------      ----------

NET CASH USED BY OPERATING ACTIVITIES               (353,878)        (65,851)
-------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
  Internet assets received in exchange
  for stock                                                0        (118,000)
                                                   ---------      ----------

NET CASH USED BY INVESTING ACTIVITIES               (353,878)              0
-------------------------------------              ---------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
  Loans from Concierge, Inc.                         100,000               0
  Advances from stockholders                         247,502               0
  Common stock issued for cash                         7,000         190,000
                                                   ---------      ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES            354,502         190,000
-----------------------------------------          ---------      ----------


NET CASH PROVIDED FROM ALL ACTIVITIES                    624           6,149
-------------------------------------              ---------      ----------


CASH - Beginning of Period                               481               0
----                                               ---------      ----------


CASH - End of Period                               $   1,105      $    6,149
----                                               =========      ==========


SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------
  Cash Paid During the Period for:
    Interest                                       $       0      $        0
    Income taxes                                   $       0      $        0


NON-CASH FINANCING TRANSACTIONS:
-------------------------------
  Shares for services                              $     702     $       358
  Shares for debt extinguishment                   $       0     $         0

</TABLE>

              See accountant's review report and accompanying notes

                                       6
<PAGE>


                          Starfest, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         June 30, 2000 and June 30, 1999



Note 1 - Summary of Significant Accounting Policies

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

   In March 2000, the Company acquired  approximately  96.83 percent  (8,250,000
   shares)  of the  common  stock  of MAS  Acquisition  XX  Corp.(MAS  XX) for $
   314,688.  This  amount  was  expensed  in  March  2000 as at the  time of the
   acquisition,  MAS XX had no assets or liabilities and was inactive.  Starfest
   is now the parent corporation of MAS XX.

   Basis of Preparation:

   The  accompanying   unaudited   condensed   consolidated   interim  financial
   statements have been prepared in accordance with the rules and regulations of
   the  Securities  and  Exchange  Commission  for the  presentation  of interim
   financial  information,  but do not include all the information and footnotes
   required by generally accepted  accounting  principles for complete financial
   statements.  The audited consolidated financial statements for the year ended
   December  31, 1999 was filed on  September  7, 2000 with the  Securities  and
   Exchange  Commission and is hereby referenced.  In the opinion of management,
   all  adjustments  considered  necessary  for a fair  presentation  have  been
   included.  Operating results for the six-month period ended June 30, 2000 are
   not  necessarily  indicative of the results that may be expected for the year
   ended December 31, 2000.

   Note 2 - Merger Negotiations

   On January 26,  2000 the Company  entered  into an  agreement  of merger with
   Concierge,  Inc., a Nevada corporation,  pursuant to which, should the merger
   be approved by the shareholders of both companies,  the presently outstanding
   1,376,380  shares of common stock of Concierge,  Inc. will be converted  into
   shares  of common  stock of the  Company  on the  basis of  70.444  shares of
   Starfest, Inc. to be issued for each share of Concierge,  Inc. The Company is
   registering  96,957,713  shares of its common stock on a Form S-4 to be filed
   with the Securities and Exchange Commission to be available should the merger
   be approved.


Note 3 - Going concern

   The Company's  financial  statements have been presented on the basis that it
   is a going  concern,  which  contemplates  the  realization of assets and the
   satisfaction  of  liabilities  in the normal course of business.  The Company
   incurred  a net loss of  $352,937  for the six months  ended  June 30,  2000.
   Accumulated  deficit  amounted to  $3,009,794  at June 30, 2000.  At June 30,
   2000, the Company had shareholders' deficit of $362,441. These factors, among

                                       7
<PAGE>

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

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
























                                       8

<PAGE>


Item 2.        Plan of Operation

        On January 26, 2000 the company entered into an agreement of merger with
Concierge,  Inc., a Nevada corporation,  pursuant to which, should the merger be
approved  by the  shareholders  of both  companies,  the  presently  outstanding
1,376,380  shares of common stock of  Concierge,  Inc.  will be  converted  into
shares of common stock of the company on the basis of 70.444 shares of Starfest,
Inc. to be issued for each share of Concierge,  Inc. The company is  registering
96,957,713  shares  of its  common  stock  on a Form  S-4 to be  filed  with the
Securities  and  Exchange  Commission  to be  available  should  the  merger  be
approved.

        Should the merger not be approved,  Starfest  will seek  another  merger
partner.  Our sole "asset" is our status as a public  company whose stock trades
on the OTC Bulletin Board.

        Pursuant to a Stock Purchase Agreement (the "Purchase  Agreement") dated
March 6, 2000  between  (1) MAS  Capital,  Inc.,  an  Indiana  corporation,  the
controlling  shareholder  of MAS  Acquisition  XX Corp.  ("MAS XX"),  an Indiana
corporation, and (2) Starfest, approximately 96.83 percent (8,250,000 shares) of
the  outstanding  shares  of  common  stock of MAS  Acquisition  XX  Corp.  were
exchanged  for  $100,000  and  150,000  shares of common  stock of Starfest in a
transaction in which Starfest became the parent corporation of MAS XX.

        Upon execution of the Purchase Agreement and the subsequent  delivery of
$100,000  cash and 150,000  shares of common stock of Starfest on March 7, 2000,
to MAS  Capital  Inc.,  pursuant  to Rule  12g-3(a)  of the  General  Rules  and
Regulations  of the  Securities  and Exchange  Commission,  Starfest  became the
successor  issuer to MAS  Acquisition XX Corp. for reporting  purposes under the
Securities  and  Exchange  Act of 1934  and  elected  to  report  under  the Act
effective March 7, 2000.


                                OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibit 27    Financial Data Schedule*

        *Previously  filed  with  Form 10-QSB  06-30-00  filed  August 18, 2000;
Commission File No. 000-29913, incorporated herein.

(b)     Forms 8-K

        None


<PAGE>

                                   SIGNATURES

        Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has caused  this report to be signed on its behalf by the  undersigned  hereunto
duly authorized.

Dated:  November 29, 2000                   STARFEST, INC.



                                            By/s/ Michael Huemmer
                                              ----------------------------------
                                              Michael Huemmer, President