SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                  Commission File Number 0-29913
(Check one)
[x] Form 10-K and Form 10-KSB          Form 11-K
    Form 20-F        Form 10-Q and Form 10-QSB       Form N-SAR

For period ended  12-31-99
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    Transition  Report on Form 10-K and Form 10-KSB
    Transition  Report on Form 20-F
    Transition  Report on Form 11-K
    Transition  Report on Form 10-Q and Form 10-QSB
    Transition Report on Form N-SAR

For the transition period ended
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Read Attached Instruction Sheet Before Preparing Form.  Please Print or Type.

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If  the notification  relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I

REGISTRANT INFORMATION

Full name of registrant:  Starfest, Inc.

Former name if applicable:

Address of principal executive office (Street and number):   9494 East Redfield
Road, #1136

City, state and zip code: Scottsdale, AZ 85260





PART II

RULE 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.

(Check box if appropriate.)

            (a) The reasons  described in reasonable  detail in Part III of this
            form could not be eliminated without unreasonable effort or expense;

            (b) The subject annual report, semi-annual report, transition report
            on Form 10-K,  10-KSB,  20-F, 11-K or Form N-SAR, or portion thereof
[X]         will be  filed on  or before  the 15th  calendar  day following  the
            prescribed  due date; or the subject  quarterly report or transition
            report on Form 10-Q, 10-QSB, or portion thereof  will be filed on or
            before the fifth calendar day following the prescribed due date; and

            (c) The  accountant's  statement or other  exhibit  required by Rule
            12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 10-KSB,  11-K, 20-F,
10-Q, 10-QSB,  N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

        "The only  legal assistant  at this  law firm  with  responsibility  for
        finalizing registration statements  and reports,  coordinating with  the
        EDGAR filer for  EDGAR conversion  and filing,  was out  of  the  office
        Monday, March 27  through Wednesday,  March 29, due to the  death of her
        mother in Fort Worth, Texas, at 12:05 am on Monday, March 27."

PART IV

OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification.

                       Thomas J. Kenan      405-235-2575
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                      (Name) (Area Code) (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) or the
Securities  Exchange Act of 1934 or Section 30 of the Investment  Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                              [x] Yes   No

(3) Is it anticipated that any significant  change in results of operations from
the  cor-responding  period for the last  fiscal year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                       2



                                                              Yes    No  [x]

If so: attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.

                                 Starfest, Inc.
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                  (Name of Registrant as Specified in Charter)



Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date: March 30, 2000                           By: /s/Thomas J. Kenan
                                                   -----------------------------
                                                   Thomas J. Kenan

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