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


                         AMENDMENT NO. 1 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: Nevada

                      IRS Employer I.D. Number: 95-4442384


                         9494 East Redfield Road, #1136
                            Scottsdale, Arizona 85260
                             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




                                     ASSETS
                                     ------
<TABLE>

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 Administative 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



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.  The  Company  purchased  an
        internet site for $118,000 in April 1999 (paid with $2,950,000 shares of
        Starfest  common stock).  The site  generated no revenues.  The site was
        abandoned  in December  1999 and  expensed at that time.  The Company is
        negotiating a merger  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%  ($8,250,000
        shares) of the common stock of MAS  Acquisition  XX, Corp. (MAS XX) in a
        purchase acquisition for $314,688.  The purchased Company had not assets
        or  liabilities  so the  off-set to the  purchase  price was  treated as
        goodwill. This goodwill amount was expensed in March 2000 at the time of
        the acquisition since it did not have any future value for the entities.

   (b)  Cash Equivalents
        ----------------
        Cash equivalents  consist of funds invested in money market accounts and
        investments  with a  maturity  of three  months or less when  purchased.
        There were no cash  equivalents for the three months ended June 30, 2000
        and June 30, 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 Service
        ------------------------------
        Valuation of shares for services is based on the  estimated  fair market
        value of the services performed.

   (e)  Income Taxes
        ------------
        The Company's  uses the liability  method of accounting for income taxes
        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 June 30, 2000 and June 30, 1999.




<PAGE>

                          Starfest, Inc. and Subsidiary

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS cont.'d

                         June 30, 2000 and June 30, 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
   ---------------------------
   Notes payable to shareholders  are  non-interest  bearing,  unsecured with no
   specified due date in the amount of $247,502. Note payable to Concierge, Inc.
   is non-interest bearing with no specified due date in the amount of $100,000.
   Total related party notes payable is $347,502.


5. GOING CONCERN UNCERTAINTIES
   ---------------------------
   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 and a
   net loss of $18,411 for the three months ended June 30, 2000.

   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.

<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:  September 11, 2000                  STARFEST, INC.



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