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, 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 September 30, 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)

                               September 30, 2001


                                     Assets
                                     ------
<TABLE>
<CAPTION>
<S>                                                                  <C>
Current  Assets:

Cash                                                                 $      577
                                                                     ----------

                                                                     $      577
                                                                     ==========


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

Current  Liabilities:

Accounts  payable                                                    $   57,572
Note  payable  to  Concierge,  Inc.                                     100,000
Payable  to  shareholders                                               272,568
                                                                     ----------

     Total  current  liabilities                                        430,140

Shareholders'  Deficit:

     Common  stock,  no  par  value,
     65,000,000  shares  authorized;
     23,100,000  issued  and  outstanding                             2,711,751

Accumulated  Deficit                                                 (3,141,314)
                                                                     ----------

     Total  shareholders'  deficit                                     (429,563)
                                                                     ----------

                                                                     $      577
                                                                     ==========
</TABLE>




                       See notes to financial statements.

                                        3
<PAGE>
                          Starfest, Inc. and Subsidiary
                            Statements of Operations
                                  (Unaudited)

            Three Months and nine months periods Ended September 30

<TABLE>
<CAPTION>
                             Three  Months  Ended       Nine  Months  Ended
                                 September  30,            September  30,
                               2001         2000         2001         2000
                           -----------  ----------   -----------  ------------
<S>                        <C>          <C>          <C>          <C>
Revenues                   $         -  $        -   $         -  $          -

General and Administrative
  Expenses                       3,067      33,007        20,910       385,144
                           -----------  ----------   -----------  ------------
Operating  Loss                 (3,067)     (33,007)     (20,910)     (385,144)

Provision  for  income
  taxes                              -            -          800           800
                           -----------  -----------   ----------  ------------
Net  Loss                  $    (3,067) $   (33,007)  $  (21,710) $   (385,944)
                           ===========  ===========   ==========  ============

Net Loss Per Common
  Share - basic and
  diluted                  $      .001  $      .001   $     .001  $       .017

Weighted Average Common
  Shares  Outstanding
  -  Basic  and  diluted    23,100,000   23,100,000   23,100,000    22,914,876
                           ===========   ==========   ==========    ==========
</TABLE>










                       See notes to financial statements.

                                        4
<PAGE>
                          Starfest, Inc. and Subsidiary
                            Statements of Cash Flows
                                  (Unaudited)

                         Nine Months Ended September 30

<TABLE>
<CAPTION>
                                                         2001          2000
                                                      ----------     ----------
Net  Cash  From
  operating  Activities:
<S>                                                   <C>            <C>
Net  loss                                             $ (21,710)     $(385,944)
Adjustments  to  reconcile
  net  loss  to  net  cash
  used  by  operating  activities:
Shares  issued  for  services                                 -            702
Changes  in  assets  and
  liabilities:
Accounts  payable                                        19,612         12,773
                                                      ---------      ---------

Net  cash  used  by
  operating  activities                                  (2,098)      (372,469)

Cash  Flows  from  Investing
  Activities:                                                 -              -

Cash  flows  from  Financing
  Activities:
Loans  from  a  related  party                                -        100,000
Loans from shareholders                                   2,635        267,002
Common  stock  issued  for  cash                              -          7,000
                                                      ---------      ---------

Net  cash  provided  by
Financing  Activities                                     2,635        374,002

Increase  in  Cash                                          537          1,533
Cash  at  beginning  of  period                              40            481
                                                      ---------      ---------

Cash  at  end  of  period                             $     577      $   2,014
                                                      =========      =========

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

Interest                                              $       -      $       -
Income  taxes                                         $       -      $       -

Non  cash  financing  transactions:

Shares  for  services                                 $       -      $     702
</TABLE>


                       See notes to financial statements.

                                        5
<PAGE>

                          Starfest, Inc. and Subsidiary
                    Notes To Unaudited Financial Statements



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 an
     entity  (see  Note  2).  The  purpose  of the merger is to affect an online
     communication  retrieval  system  such  as  e-mail  via  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 and nine-month periods
     ended September 30, 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


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 $21,710 for the nine months period ended September
     30, 2001. Accumulated deficit amounted to $3,141,314 at September 30, 2001.
     At  September  30, 2001, the Company had shareholders' deficit of $429,563.
     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  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

The following exhibits are filed, by incorporation by reference, as part of this
Form  10-QSB:

(a)   Exhibits

        Exhibit                                    Item
        -------                                    ----

         2         -      Agreement  of  Merger  of  January 26,  2000,  between
                          Starfest, Inc. and Concierge, Inc.*

         2.1       -      Stock  Purchase  Agreement  of March 6,  2000  between
                          Starfest, Inc. and MAS Capital, Inc.*

         2.2       -      Amendment No. 1 to Agreement of Merger of  January 26,
                          2000 between Starfest, Inc. and Concierge, Inc.+

         2.3       -      Amended  Agreement  of  Merger  of  January  19,  2001
                          between Starfest, Inc. and Concierge, Inc.+++

         3.1       -      Articles of  Incorporation  and  Amended  Articles  of
                          Incorporation of Starfest, Inc.*

         3.2       -      Bylaws of Starfest, Inc.*

         3.3       -      Articles of Incorporation of Concierge, Inc.**

         3.4       -      Bylaws of Concierge, Inc.**

         5         -      Opinion of Thomas J.  Kenan,  Esq., as to the legality
                          of  the  securities   covered  by   the   Registration
                          Statement.**

         8         -      Opinion of  Thomas J. Kenan, Esq., as  to  tax matters
                          and tax consequences.**

        10         -      1999 Stock Option Plan adopted by Starfest, Inc.*

        10.1       -      Manufacturing  Services Agreement  between  Concierge,
                          Inc. and XeTel Corporation.+

                                        8
<PAGE>

        10.2       -      Service  Level  Agreement  between Concierge, Inc. and
                          eAssist.com, Inc.***+

        10.3       -      Independent Consulting Agreement  between   Concierge,
                          Inc. and Dave Cook Consulting.***+

        10.4       -      CD-ROM  Storage  and  Fulfillment  Agreement   between
                          Concierge, Inc. and Point To Point LLC.+++

        23         -      Consent of Thomas J. Kenan, Esq. to  the  reference to
                          him  as  an  attorney  who  has  passed  upon  certain
                          information contained in the Registration Statement.**

        23.3       -      Consent of Harry F. Camp to serve as a director should
                          the  proposed  merger  with  Concierge,  Inc.   become
                          effective.**

        23.5       -      Consent of F. Patrick  Flaherty to serve as a director
                          should the proposed merger with Concierge, Inc. become
                          effective.**

        23.6       -      Consent  of  Donald W.  Fluken  to serve as a director
                          should the proposed merger with Concierge, Inc. become
                          effective.**

        23.7       -      Consent of Allen E. Kahn to serve as a director should
                          the  proposed  merger  with  Concierge,  Inc.   become
                          effective.**

        23.8       -      Consent of James E. Kirk to serve as a director should
                          the  proposed  merger  with  Concierge,  Inc.   become
                          effective.**

        23.9       -      Consent of  Herbert Marcus, III to serve as a director
                          should the proposed merger with Concierge, Inc. become
                          effective.**

        23.10      -      Consent  of  David W.  Neibert  to serve as a director
                          should the proposed merger with Concierge, Inc. become
                          effective.**

        23.11      -      Consent  of  Samuel C.H. Wu  to  serve  as  a director
                          should the proposed merger with Concierge, Inc. become
                          effective.**

                                        9
<PAGE>

        *      Previously filed with Form 8-K12G3 on March 10, 2000;  Commission
               File  No. 000-29913, incorporated herein.

        **     Previously filed with Form S-4 on June 8, 2000;   Commission File
               No. 333-38838, incorporated herein.

        ***    Confidential  treatment  for  portions of  this exhibit have been
               requested.

        +      Previously filed with Amendment No. 1 to Form S-4 on September 5,
               2000; Commission File No. 333-38838, incorporated herein.

        ++     Previously filed with Amendment No. 2 to Form S-4 on  December 8,
               2000;  Commission  File No. 333-38838, incorporated herein.

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

        ++++   Previously  filed  with  Amendment No. 4  to Form S-4 on  July 2,
               2001, Commission File No. 333-38838, incorporated herein.

(b)   Forms  8-K

         None

                                   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 14,  2001                STARFEST,  INC.



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





                                       10