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
                                 March 31, 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)


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


                         9494 East Redfield Road, #1136
                              Scottsdale, AZ 85260
                                  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 March 31, 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



                                        2

<PAGE>


                                 Starfest, Inc.
                                 Balance Sheets

                                 March 31, 2000

                                     Assets
                                     ------

<TABLE>
<CAPTION>

                                                                        2000
                                                                    -----------

Current Assets:

<S>                                                                 <C>
Cash                                                                $      833
                                                                     ----------

        Total Current Assets                                        $      833
                                                                     ==========
</TABLE>


                 Liabilities And Stockholders' Equity (Deficit)
                 ----------------------------------------------
<TABLE>

Current Liabilities:
<S>                                                                <C>
Accounts payable                                                   $     5,461
Payable to shareholders                                                 24,814
                                                                    -----------

        Total current liabilities                                  $    30,275
                                                                    -----------


Stockholders, Equity (Deficit):

    Common stock, no par value,
    65,000,000 shares authorized;
    19,499,999 and 23,000,000 shares
    issued and outstanding                                          2,647,253

Retained earnings (deficit)                                        (2,676,695)
                                                                   -----------

        Total stockholders, equity
          (deficit)                                                   (29,442)
                                                                   -----------

                                                                  $       833
                                                                   ===========
</TABLE>

See notes to financial statements.

                                        3
<PAGE>


                                 Starfest, Inc.
                            Statements Of Operations

                          Three Months Ended March 31,


<TABLE>
<CAPTION>

                                                      2000              1999
                                                  ------------      ------------


<S>                                               <C>               <C>
Revenues                                          $         -       $         -
                                                   -----------       -----------
General and Administrative
  Expenses                                             19,038             2,424
                                                   -----------       -----------

Operating Loss                                        (19,038)           (2,424)

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

Net Loss                                          $   (19,838)           (3,224)
                                                   ===========       ===========

Accumulated Deficit - beginning of year            (2,656,857)       (2,138,251)
                                                   -----------       -----------

Accumulated Deficit - end of year                  (2,676,695)       (2,141,475)

Basic and Diluted Weighted Average
Number of Common Shares Outstanding                23,038,298         6,478,397
                                                   ===========       ===========

Basic Loss Per Common Share                       $      (.00)      $      (.00)
                                                   ===========       ===========

Diluted Loss Per Common Share                     $      (.00)      $      (.00)
                                                   ===========       ===========
</TABLE>


See notes to financial statements.

                                        4
<PAGE>


                                 Starfest, Inc.
             Statement Of Changes In Stockholders' Equity (Deficit)

          For the Three Months ended March 31, 2000 and March 31, 1999

<TABLE>
<CAPTION>

                            Common Stock             Retained
                      ------------------------
                      Number of                      Earnings
                       Shares         Amount         (Deficit)         Total
                      ---------     ----------      ------------     ----------

Balance,
<S>                   <C>           <C>             <C>              <C>
December 31, 1998     6,236,323     $1,598,072     $(2,138,251)      $(540,179)

Shares issued
for services            208,339            208                -            208

Shares issued for
debt extinguished       298,338        127,400                -        127,400

Net loss for
three months
ended
March 31, 1999                -              -           (3,224)        (3,224)
                     ----------      ---------       ----------      ---------

Balance,
March 31, 1999        6,743,000     $1,725,680      $(2,141,475)     $(415,795)
                     ==========      =========       ==========       =========


Balance, December
31, 1999             21,697,999     $2,639,651      $(2,656,857)    $  (17,206)

Shares issued
for services            602,001            602                             602

Shares issued
for cash                700,000          7,000                           7,000

Net loss for
three months
ended
March 31, 2000                                          (19,838)       (19,838)
                     ----------      ---------       ----------       --------

Balance March
31, 2000             23,000,000     $2,647,253      $(2,676,695)     $ (29,442)
                     ==========      =========       ==========       ========
</TABLE>

See notes to financial statements.

                                        5
<PAGE>


                                 Starfest, Inc.
                            Statements Of Cash Flows
                          Three Months Ended March 31,
<TABLE>
<CAPTION>

                                                      2000              1999
                                                   -----------       -----------
Net Cash From
  operating Activities:
<S>                                                <C>               <C>
Net loss                                           $  (19,838)       $   (3,224)
Adjustments to reconcile
  net loss to net cash
  used by operating activities:
Shares issued for services                                602               208
Loss on disposal of equipment                               -             2,216
Shares issued for debt
  extinguishment                                            -           127,400
                                                    ----------        ----------
          Total Adjustments                               602           129,824

Increase (Decrease) in Liabilities
  Accounts payable                                    (12,226)              800
  Other liabilities                                         -          (127,400)
                                                    ----------        ----------
Net cash used
  by operating activities                             (31,462)                -

Cash Flows From Investing Activities                        -                 -

Cash Flows From Financing Activities
  Proceeds from Shareholders issued notes              24,814                 -
  Proceeds from issuance of common stock                7,000                 -
                                                    ----------        ----------
Net cash provided by
  Financing Activities                                 31,814                 -
                                                    ----------        ----------

Net Cash Provided from All Activities                     352                 -

Cash - beginning of period                                481                 -
                                                    ----------        ----------

Cash at end of period                              $      831        $        -
                                                    ==========        ==========

Supplemental cash flow information:
Cash paid during the period for:
  Interest                                         $        -        $        -
  Income taxes                                     $        -        $        -

Non cash financing transactions:
  Shares for services                              $      602        $      208
  Shares for debt extinguishment                   $        0        $  127,400

</TABLE>

See notes to financial statements.

                                        6
<PAGE>

                                 Starfest, Inc.
                          Notes To Financial Statements
                        March 31, 2000 and March 31, 1999


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    ------------------------------------------

    (a) 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 copy (see Note 3). The
purpose of the merger is to effect an online communication retrieval system such
as e-mail via the telephone.

          Pursuant  to  a  Stock  Purchase  Agreement (the "Purchase Agreement")
dated March 6, 2000 between (1) MAS Capital, Inc.,  an Indiana corporation,  the
controlling  shareholders  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., pursurant 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.

    (b) Cash Equivalents

        Cash equivalents  consist of funds invested in money market accounts and
in  investments  with a maturity of three months or less when  purchased.  There
were no cash equivalents for the three months ended March 31, 2000 and March 31,
1999.

    (c)  Use of Estimates

         The preparation  of financial  statements in  conformity with generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that  affect the  amounts  reported  in  financial  statements  and
accompanying notes.  Actual results could  differ from  those estimates.

    (d)  Issuance of Shares for Services

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

    (e)  Income Taxes

         The Company's  uses  the liability  method of accounting for income tax
specified by SFAS No. 109,  "Accounting for  Income Taxes", whereby deferred tax
liabilities and assets are  determined based on the difference between financial
statements and tax bases of  assets and  liabilities  using enacted tax rates in
effect for the year in which the differences are expected to reverse.   Deferred
tax assets are recognized and measured based on the likelihood of realization of
the related tax benefit in the future.  The Company had no material net deferred
tax assets or liabilities at March 31, 2000 and March 31, 1999.

                                        7
<PAGE>

                                 Starfest, Inc.
                          Notes To Financial Statements
                        March 31, 2000 and March 31, 1999


    (f) Loss Per Share

        In  February 1997,  the  Financial  Accounting  Standards Board ("FASB")
issued SFAS No. 128 "Earnings Per Share."   The  statement  replaced primary EPS
with basic EPS which is computed by  dividing  reported  earnings  available  to
common  shareholders  by weighted  average shares  outstanding.   The  provision
requires the calculation of  diluted EPS.  The company uses the method specified
by the statement.

2.  ADVERTISING
    -----------

    Advertising is expensed as incurred.


3.  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.

4.  RELATED PARTY NOTES PAYABLE
    ---------------------------

        Payable to  shareholders  is  non-interest  bearing,  unsecured  with no
specified  due date.

5.  GOING CONCERN UNCERTAINTIES
    ---------------------------

    At  the end  of the  first quarter  (March 31, 2000) the Company incurred an
operating loss of (3,224).   If management will be unable to generate revenue or
secure adequate financing to  do  its  current  business operational plan, there
will be substantial doubt of the  Company's  ability  to  continue  as  a  going
concern.   The  Company,  however,  believes  that  its  current  financing  and
reorganization plan will generate the resources required to continue and sustain
its operation indefinitely.

                                       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 Acquisiton 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*

                                       9
<PAGE>


         *Previously filed with Form 10-QSB 03-31-00 filed June 8, 2000;
         Commission File No. 000-29913, incorporated herein.

(b)      Forms 8-K

         Starfest filed two Forms 8-K during this fiscal quarter:

         (1)      March  10,  2000 -  reporting  the  purchase  by  Starfest  of
                  substantially  all the  capital  stock of MAS  Acquisition  XX
                  Corp.  The following  financial  statements  were filed in the
                  Form 8-K:

                  Starfest, Inc.

                           Independent Auditor's Report

                           Balance Sheet as of 12-31-99

                           Statement of Operations for  the years ended 12-31-99
                           and 12-31-98

                           Statement   of   Changes  in   Stockholders'   Equity
                           (Deficit) for the period from 12-31-97 to 12-31-99

                           Statements of Cash Flows for the Years ended 12-31-99
                           and 12-31-98

                           Notes to Financial Statements

         (2)      March 15, 2000 - reporting  the  resignation  of Jaak Olesk as
                  Starfest's independent certifying accountant.

                                   SIGNATURES

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

Date:  September 11, 2000                          STARFEST, INC.



                                                   By /s/ Michael Huemmer
                                                      --------------------------
                                                      Michael Huemmer, president

                                       10