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


                                   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 September 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. 000-27173

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

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

                         9494 East Redfield Road, #1136
                            Scottsdale, Arizona 85260
                             Telephone 480-551-8280
              -----------------------------------------------------
              (Former name or address if changed since last report)

        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  September  30,  2000,  there  were  23,100,000   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






















                                       2
<PAGE>

                          Starfest, Inc. and Subsidiary
                                  Balance Sheet
                                   (Unaudited)

                               September 30, 2000


                                     Assets
<TABLE>

Current Assets:

<S>                                                                  <C>
Cash                                                                 $    2,014
                                                                      ---------
        Total Current Assets                                         $    2,014
                                                                      =========


                      Liabilities And Shareholders' Deficit


Current Liabilities:

Accounts payable                                                    $    30,460
Note payable to Concierge, Inc.                                         100,000
Payable to shareholders                                                 267,002
                                                                     ----------

        Total current liabilities                                       397,462
                                                                     ----------

Shareholders' Deficit:

    Common stock, no par value,
    65,000,000 shares authorized;
    23,100,000 issued and outstanding                                 2,647,353

Accumulated Deficit                                                  (3,042,801)
                                                                     ----------
        Total shareholders' deficit                                    (395,448)
                                                                     ----------

                                                                    $     2,014
                                                                     ==========

</TABLE>




                       See notes to financial statements.

                                      3
<PAGE>

                          Starfest, Inc. and Subsidiary
                            Statements of Operations
                                   (Unaudited)

                 Three Months and Nine Months Ended September 30

<TABLE>
<CAPTION>
                              Three Months Ended         Nine Months Ended
                               2000        1999           2000        1999
                           -----------  -----------    -----------  -----------


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

General and Administrative
  Expenses                      33,007       10,640        385,144      188,450
                             ---------   ----------     ----------   ----------

Operating Loss                 (33,007)     (10,640)      (385,144)    (188,450)

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

Net Loss                    $  (33,007) $   (10,640)   $  (385,944) $  (189,250)
                             =========   ==========     ==========   ==========


Net Loss Per Common
  Share                     $     .001  $      .001    $      .017  $      .013
                             =========   ==========     ==========   ==========

Weighted Average Common
  Shares Outstanding        23,100,000   19,779,956     22,914,876   14,914,931
                            ==========   ==========     ==========   ==========

</TABLE>






                       See notes to financial statements.

                                       4
<PAGE>

                          Starfest, Inc. and Subsidiary
                            Statements of Cash Flows
                                   (Unaudited)

                         Nine Months Ended September 30
<TABLE>
<CAPTION>

                                                      2000             1999
                                                  -----------       -----------
Net Cash From
  operating Activities:
<S>                                               <C>               <C>
Net loss                                          $  (385,944)      $  (224,462)
Adjustments to reconcile
  net loss to net cash
  used by operating activities:
Loss on disposal of equipment                               -             2,216
Shares issued for services                                702               458
Shares issued for debt
  extinguishment                                            -           558,038
Shares issued for assets                                    -           118,000
Changes in assets and
  liabilities:
Accounts payable                                       12,773          (410,190)
Other liabilities                                           -          (113,400)
                                                   ----------        ----------

Net cash used by
  operating activities                               (372,469)          (69,340)

Cash Flows from Investing
  Activities:
Internet assets received in
  exchange for stock                                        -          (118,000)
                                                   ----------        ----------

    Net cash used by
      Investing Activities                                  -          (118,000)
                                                   ----------        ----------

Cash flows from Financing
  Activities:
Loans from Concierge, Inc.                            100,000                 -
Advances from shareholders                            267,002                 -
Common stock issued for cash                            7,000           190,000
                                                   ----------        ----------

Net cash provided by
Financing Activities                                  374,002           190,000

Increase in Cash                                        1,533             2,660
Cash at beginning of period                               481             6,149
                                                   ----------        ----------

Cash at end of period                             $     2,014       $     8,809
                                                   ==========        ==========

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

Interest                                          $        -        $         -
Income taxes                                      $        -        $         -

Non cash financing transactions:

Shares for services                               $      702        $       458
Shares for debt extinguishment                    $        -        $   558,038
Shares for purchase of assets                     $        -        $   118,000
</TABLE>


                       See notes to financial statements.

                                       5
<PAGE>

                          Starfest, Inc. and Subsidiary
                     Notes To Unaudited Financial Statements
                           September 30, 2000 and 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 nine-month  period ended  September 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.


                                       6
<PAGE>
                        Starfest, Inc. and Subsidiary
                     Notes To Unaudited Financial Statements
                           September 30, 2000 and 1999



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 $385,944 for the nine months ended September 30, 2000.
   Accumulated  deficit  amounted  to  $3,042,801  at  September  30,  2000.  At
   September 30, 2000, the Company had  shareholders'  deficit of $395,448.These
   factors, among others, raise substantial doubt as to the Company's ability to
   continue as a going concern.

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

















                                       7
<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.

                                OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

(a)     Exhibits

        Exhibit 27    Financial Data Schedule

(b)     Forms 8-K

        Form 8-K - Item 4. Changes in Registrant's Certifying Accountant,  filed
November 17, 2000.

                                   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 17, 2000                   STARFEST, INC.



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







                                       8