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 March 31, 2001

                                       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. 333-38838

                       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)


        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, 2001,  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)

                                 March 31, 2001


                                     Assets
                                     ------

<TABLE>

Current Assets:

<S>                                                            <C>
Cash                                                           $      153
                                                               ----------

                                                               $      153


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

Current Liabilities:

Accounts payable                                               $   54,572
Note payable to Concierge, Inc.                                   100,000
Payable to shareholders                                           270,268
                                                               ----------

        Total current liabilities                                 424,840

Shareholders' Deficit:

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

Accumulated Deficit                                            (3,072,040)

        Total shareholders' deficit                            (  424,687)
                                                               ----------

                                                               $      153

</TABLE>



See notes to financial statements.

                                       3
<PAGE>



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

                           Three Months Ended March 31

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                   2001           2000
                                                -----------   -----------

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

General and Administrative
  Expenses                                          16,034        19,038
                                                ----------    -----------
Operating Loss                                  (   16,034)    (  19,038)
Provision for income
  taxes                                                800           800

Net Loss                                        $(  16,834)   $(  19,838)
                                                ==========    ==========

Net Loss Per Common
  Share                                         $     .001    $     .001

Weighted Average Common
  Shares Outstanding                            23,100,000    23,038,298

</TABLE>


See notes to financial statements.

                                       4

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

                           Three Months Ended March 31

<TABLE>
<CAPTION>

                                                      2001             2000
                                                  -----------       -----------
Net Cash From
  operating Activities:
<S>                                               <C>               <C>
Net loss                                          $( 16,834)        $( 19,838)
Adjustments to reconcile
  net loss to net cash
  used by operating activities:
Shares issued for services                               -                602
Changes in assets and
  liabilities:
Accounts payable                                     16,612          ( 12,226)

Net cash used by
  operating activities                                 (222)         ( 31,462)

Cash Flows from Investing
  Activities:                                             -                 -
                                                  -----------       -----------

Cash flows from Financing
  Activities:
Loans from shareholders                                 335            24,814
Common stock issued for cash                              -             7,000
                                                  -----------       -----------

Net cash provided by
Financing Activities                                    335            31,814

Increase in Cash                                        113               352
Cash at beginning of period                              40               481
                                                  -----------       ----------

Cash at end of period                             $     153         $     833
                                                  ===========       ==========

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

Interest                                          $       -         $      -
Income taxes                                      $       -         $      -

Non cash financing transactions:

Shares for services                               $       -         $    602
</TABLE>

See notes to financial statements.

                                       5


<PAGE>
                          Starfest, Inc. and Subsidiary
                     Notes To Unaudited Financial Statements
                             March 31, 2001 and 2000



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 was no revenue from
   this  endeavor.  The Company is  negotiating an agreement with a company (see
   Note 2).  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, 2000 was filed on April 2, 2001 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  three-month  period  ended March 31, 2001 are not
   necessarily indicative of the results that may be expected for the year ended
   December 31, 2001.


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
                             March 31, 2001 and 2000

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 $16,834 for the three  months  ended  March 31,  2001.
   Accumulated  deficit  amounted to  $3,072,040 at March 31, 2001. At March 31,
   2001, the Company had shareholders' deficit of $424,687. 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  that
   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,  which agreement was amended on August 1,
2000 and January 19, 2001,  pursuant to which,  should the merger be approved by
the shareholders of both companies,  the presently  outstanding 1,435,655 shares
of common stock of Concierge, Inc. will be converted into shares of common stock
of the company on the basis of 67.5355 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 2.3 -  Amended Agreement of Merger of January 19, 2001,  between
                       Starfest, Inc. and Concierge, Inc.*

        *Previously filed with  Amendment No. 3 to Form S-4 on January 31, 2001,
          Commission File No. 333-38838, incorporated herein.

(b)     Forms 8-K

        Form 8-K - Item 4. Changes in Registrant's Certifying Accountant,  filed
        February 20, 2001, reporting the resignation of Tubbs & Bartnick, P.A.

                                   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:  May 15, 2001                        STARFEST, INC.



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


                                       8
<PAGE>