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
                                 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.

    (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.

Concierge's Plan of Operation

         Concierge  has developed a "unified  messaging"  product - the Personal
Communications  Attendant  ("PCATM") It  attempted  to commence  marketing  this
product  in  April 2000.   The product  was not ready.   It terminated the April
initiative  and will again  commence  marketing the product in August 2000.

         Description of the PCATM.  Concierge's  PCATM provides a means by which
any user of Internet  e-mail can have e-mail  messages spoken to him or her over
any touch-tone telephone or wireless phone in the world.

         The PCATM responds to the user's voice commands to read,  verbalize and
manage e-mail traffic stored on a personal  computer.  The PCATM is "trained" to
respond only to the voice commands and personal voice password of the individual
user, thus guaranteeing that each user's personal messages cannot be accessed by
anyone else.  Responding to spoken instructions,  the PCATM can verbalize e-mail
(with future fax and voice-mail  capabilities) over the phone and save or delete
those messages as directed by the user.

         Concierge  expects it will be able to commence  marketing  the PCATM in
August  2000.  It had  expected  to bring the  PCATM to  market in early  April,
announced this expectation in an interview on a television  program and set up a
toll-free  line with  contract  personnel  available to take  telephone  orders.
Approximately  50  orders  were  received.  Unfortunately,  Concierge's  initial
marketing effort was precipitous.  The company  Concierge had hired to write the
programming code to implement Concierge's design,  technical  specifications and
program logic did not timely meet its contractual  commitments.  The product was
not ready. The initial marketing effort was terminated.

         On May 12, 2000 the responsibility for writing the programming code was
reassigned to Dave Cook Consulting of Mercer Island, Washington.  That company's
work is being  overseen  by  Concierge.  Concierge  is  pleased  with  Dave Cook
Consulting's  progress and  performance and is confident the PCATM will be ready
for August 2000 shipments.

         The initial product can verbalize only a user's e-mail.  It is,
however, implemented with "hooks" for the addition of fax and voice-mail

                                        9
<PAGE>


modules.  "Hooks" means that the programs  have been written to  facilitate  the
future inclusion of additional features such as fax and voice-mail capabilities.
The date of  availability  of these features will depend upon decisions still to
be made by Concierge  management  regarding  the  assignment  of  priorities  to
product introduction. Among future products planned are the "Pro" version, which
will  enable  the user to access by  telephone  the  user's  fax and  voice-mail
messages; a multi-user, server-based version for corporate/enterprise users; and
various  "nationalized",  that is, non-  English,  versions.  An  assessment  of
individual market segments and other considerations will enter into the decision
of  Concierge's  management  as to how its  available  resources  might  best be
utilized.  Expansion  of the  initial  product's  capabilities  to add  fax  and
voice-mail retrieval capabilities will not be a major effort; however, it may or
may not be the best  application  of Concierge's  capabilities  from a strategic
marketing standpoint.

         The e-mail version will retail at $39.95.  With a $19.95  upgrade,  the
planned  pro  version  will  monitor  and  collect  fax,  voice  mail and e-mail
messages.  A user's  personal  computer  will become a universal  communications
center. All the user's incoming  communications,  be they fax, voice- or e-mail,
will reside on the user's own computer and will be readily  accessible  from any
telephone.

         There will be no monthly  service fee. No device other than an ordinary
telephone is needed to access the PCA(TM). The PCATM also includes an auto pager
that notifies the user by phone or pager when new e-mail is received.

         Considering  direct  product  costs  including   royalties,   Concierge
projects  a gross  profit  margin of  approximately  80 to 90  percent of direct
sales.  The  underlying  technology is the subject of patents,  and Concierge is
required to pay  royalties  of $0.85 a PCATM unit to Lexicus,  a  subsidiary  of
Motorola,  for its Clamor Automatic Speech Recognition software and $1.00 a unit
to Fonix for its Text-to-Speech  software.  Concierge has paid advance royalties
to Lexicus for 50,000 units and advance royalties to Fonix for 180,000 units.

         Concierge intends to "nationalize"  the product to accommodate  several
foreign languages,  possibly including Japanese,  Korean, German, Latin American
Spanish, French and Brazilian Portuguese.  The timing of this depends upon Fonix
Corp.'s delivery date for non-English  versions of its text-to-speech  software.
Fonix has advised Concierge that its  text-to-speech  software will be available
by late summer 2000 in seven foreign languages.

         The Market.  As of early 1999, we estimate  there were over 250 million
e-mail users worldwide,  a number which is growing  rapidly.  As to the domestic
market,  we estimate  that there were more than 40 million  e-mail  users in the
U.S. in 1996  churning  out more than 150  million  messages a day. By 2003 that
could reach more than 200 million  users,  creating 7 billion  messages a day. A
substantial  majority of this group are potential  users of Concierge's  current
products and products planned for future release.


                                       10
<PAGE>


         Distribution  Methods.   Concierge's  marketing  methods  will  include
direct,  high-volume,  e-mail  advertising  promulgated  on the Internet.  Every
individual using Internet e-mail,  communicating in English, and having the need
to  remotely  access  e-mail  is,  by  definition,  a  legitimate  prospect  for
Concierge's  products.  Bulk  e-mail  promotion  is  extremely   cost-effective,
especially  in view of the  fact  that the  Concierge  product  is  specifically
designed  for  Internet  e-mail  users,  or 100  percent of the  addressees.  In
addition  to  direct  e-mail  Internet  marketing,  Concierge's  marketing  plan
includes the cultivation of Internet Service Providers (ISPs) as a sales channel
for the PCATM.  Under  discussion  are strategic  alliances to provide PCAs with
personal  computer  systems and sales through  direct  marketing  organizations.
Concierge  has  participated  and will  continue  to  participate,  in radio and
television  business-oriented  shows  designed  to  expose  companies  and their
products to a mass audience.  Approximately  50 percent of  Concierge's  present
resources will be allocated to advertising, marketing and product promotion.


         Production  Costs.  The PCATM will be  manufactured  and  produced  for
Concierge by XeTel Corp. A service order fulfillment  contract has been executed
with  eAssist.com  of  San  Diego,  California,   an  unaffiliated  third  party
corporation.  Dave Cook  Consulting of Mercer  Island,  Washington  will provide
product development services to implement products designed by Concierge.

                  Manufacturing Services Agreement. XeTel Corporation of Austin,
Texas will manufacture the PCATM for Concierge at its San Ramon, California
plant and ship it F.O.B. San Ramon at Concierge's direction.

                  Concierge  furnishes  to XeTel  the  design of the PCATM and a
twelve-month forecast of sales. They then negotiate the unit price to be charged
Concierge during such period based on the forecast.  Concierge also furnishes to
XeTel an approved list of vendors for all component parts of the PCATM.

                  The first four  months of the  twelve-month  forecast  must be
firm purchase orders.  Each month the twelve-month  forecast is updated,  as are
the four months of purchase orders.

                  Should the actual  orders fall short of those  forecast  for a
twelve-month  period for which a price was  negotiated,  Concierge is subject to
XeTel's supplier billbacks.

                  XeTel  warrants  the products for 90 days after it ships them.
Should a product be defective  because of Concierge's  design,  Concierge  still
must pay XeTel the full  purchase  price for the  product.  Should a product  be
defective because of XeTel's  workmanship or material  furnished by XeTel, XeTel
will  replace the goods at its expense if the goods are returned to it within 30
days after XeTel's 90-day warranty period.

                  Either party can terminate  the agreement for its  convenience
on 180 days' notice or for cause on 30 days' notice.


                                       11
<PAGE>


                  Service Order Fulfillment Agreement.  eAssist.com will provide
multimedia, customer-relationship-management services via the Internet to
Concierge.  eAssist.com will provide -

                  o     outsourced e-mail management services and software,

                  o     chat management services and software, and

                  o     voice-based call handling.

All services are to be provided 24 hours a day, 7 days a week.  eAssist.com
agrees to provide -

                  o     90% of its automatic e-mail responses within 10 minutes,

                  o     90% of its personalized e-mail responses within 8 hours,

                  o     80% of its chat requests within 120 seconds, and

                  o     80% of calls answered within 120 seconds.

                  The  term of the  agreement  is two  years - March  29,  2002.
Either party can terminate the agreement on 60 days' notice.

                  Product Development Agreement.  Dave Cook Consulting of Mercer
Island, Washington has agreed to provide product development consulting services
to Concierge. Payment for the services is based upon hourly charges.

                  The  intellectual  property  rights  associated  with the work
product of Dave Cook Consulting will be owned by Concierge.

                  The  term  of the  March  17,  2000  agreement  is  one  year.
Concierge can terminate  the  agreement  without cause on 30 days' notice.  Dave
Cook  Consulting  can  terminate  the  agreement on 30 days' notice if Concierge
materially breaches any obligation of the agreement.

         Governmental Approval of Principal Products.  No governmental approval
is required in the U.S. for Concierge's products.

         Government Regulations.  There are no governmental regulations in the
U.S. that apply to Concierge's products.

         Properties.  Concierge  subleases  approximately  1,600  square feet of
office space at Suite 1278, 6033 West Century Boulevard, Los Angeles, California
90045.  The lease is a one-year  lease that expires  June 1, 2001.  The space is
deemed  adequate for the present  time.  Ample space is available for any needed
expansion in the vicinity of its present  space and elsewhere in the Los Angeles
area.

         Dependence on Major Customers and Suppliers.  Concierge does not
anticipate that it will be dependent on any major customers or suppliers.


                                       12
<PAGE>


         Seasonality. There should be no seasonal aspect to Concierge's business
other than possible  increased sales  anticipated in the fourth calendar quarter
associated with the year-end holidays.

         Research and Development.  Concierge expended approximately $188,663 on
research and  development  in 1998 and $50,431 in 1999. It  anticipates  that it
will  expend  approximately  $150,000 on research  and  development  in 2000 and
approximately $200,000 in 2001.

         Environmental  Controls.   Concierge  is  subject  to  no environmental
controls or restrictions that require the outlay of capital or the  obtaining of
a permit in order to engage in business operations.

         Year 2000 Computer  Problem.  Concierge has determined that it does not
face  material  costs,  problems or  uncertainties  about the year 2000 computer
problem.  This problem stems from the fact that many existing  computer programs
use only two digits to identify a year in the date field and do not consider the
impact of the year 2000.  Concierge  presently  uses off-  the-shelf  and easily
replaceable  software programs and has determined that all software is year 2000
compliant.

         Number of Employees.   On March 1, 2000  Concierge employed two persons
full time and two persons part time.

         Venue of Sales.   Concierge anticipates  that some of its initial sales
will be attributable to exports to English-speaking countries.

         Patents, Trademarks,  Copyrights and Intellectual Property.   Concierge
has trademarked its Personal Communications Attendant.  It has no patents on the
product.

         Legal Proceedings. Neither Concierge nor any of its property is a party
to, or the  subject  of,  any  material  pending  legal  proceedings  other than
ordinary, routine litigation incidental to its business.

Concierge Management's Plan of Operation

         Concierge's management proposes to devote the company's cash assets and
the time and efforts of its officers and staff for the next twelve months to the
promotion,  sale  and  continued  improvement  of  its  Personal  Communications
Attendant.

         Liquidity.  As of June 30, 2000,  Concierge  had cash assets of $85,105
acquired  through  the sale of its  common  stock  in an  offering  exempt  from
registration  pursuant to the provisions of the Commission's  Regulation D, Rule
506.  Concierge  expects that it will not have to raise additional funds for the
next five  months.  Should the need  arise  during  the next  twelve  months for
additional  capital,  Concierge  will  attempt to raise this  capital in another
offering exempt from registration.

         Product  Research and  Development.  Concierge's  initial  PCATM (audio
e-mail  version) is designed to execute on a personal  computer  operating under
Windows  95/98 and using  Microsoft  Outlook  or  Outlook  Express  as an e-mail
client. Future versions are expected to operate in the same or successor

                                       13
<PAGE>

environments,  although the server-based,  multi-user, versions will most likely
function under Microsoft NT or its derivative, Windows 2000.

         Support for Eudora and other e-mail clients is expected to be available
in the next version,  whose release date is yet to be  determined.  Since Eudora
comprises  less than ten percent of the  Windows-based  e-mail users,  it is not
considered to be a significant impediment to the market appeal of the product.

         Other Expected Developments.  Concierge does not expect to purchase any
plant or  significant  equipment.  It outsources the  implementation  of product
designs for its products  that it  develops,  through the  collaboration  of its
president, Allen Kahn, and outside providers.

         Concierge  does expect to increase the number of its  employees  during
the next twelve  months by adding  approximately  three  employees,  which would
include administrative and executive personnel.

         Market for Common Equity and Related Stockholder Matters.

         Market  Information.  There is no established public trading market for
Concierge's  common  stock.  None of its  authorized  shares of common stock are
subject  to  outstanding   options  or  warrants  to  purchase,   or  securities
convertible into, common stock.

         Concierge's  outstanding  1,376,380  shares  of  common  stock  will be
converted  to  96,957,713  shares of common  stock of  Starfest  on the basis of
70.444  shares  to  Starfest  common  stock to be  exchanged  for each  share of
Concierge common stock. All 96,957,713 shares will be eligible for sale, but the
64,437,240  shares to be distributed to Concierge's  officers and directors will
be subject to the resale provisions of paragraph (d) of Rule 145 discussed above
under  "Information  About  Starfest  - Rule 144 and Rule  145  Restrictions  on
trading."

         Holders.  There are 97 holders of record of Concierge's common stock.

         Dividends.   Concierge has  declared  no cash  dividends on  its common
stock since  its inception.   There are  no restrictions that  limit Concierge's
ability to pay dividends on its common stock or that are likely  to do so in the
future.

Changes  In and  Disagreements  With  Accountants  on  Accounting  and Financial
Disclosures.

         During the last two fiscal  years and the period  since June 30,  1999,
there have been no changes in Concierge's principal independent accountant.


                                OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

(a)      Exhibits

         Exhibit 27                 Financial Data Schedule*

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<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 6, 2000                           STARFEST, INC.



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

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