10QSB 1 0001.txt FORM 10QSB FOR STARFEST, INC. 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, 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 --- PART I - FINANCIAL INFORMATION Item 1. Financial Statements 2 Starfest, Inc. Balance Sheets March 31, 2000 Assets ------
2000 ----------- Current Assets: Cash $ 833 ---------- Total Current Assets $ 833 ==========
Liabilities And Stockholders' Equity (Deficit) ---------------------------------------------- Current Liabilities: 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 ===========
See notes to financial statements. 3 Starfest, Inc. Statements Of Operations Three Months Ended March 31,
2000 1999 ------------ ------------ 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) =========== ===========
See notes to financial statements. 4 Starfest, Inc. Statement Of Changes In Stockholders' Equity (Deficit) For the Three Months ended March 31, 2000 and March 31, 1999
Common Stock Retained ------------------------ Number of Earnings Shares Amount (Deficit) Total --------- ---------- ------------ ---------- Balance, 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 6,7843,000 $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) ========== ========= ========== ========
See notes to financial statements. 5 Starfest, Inc. Statements Of Cash Flows Three Months Ended March 31,
2000 1999 ----------- ----------- Net Cash From operating Activities: 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
See notes to financial statements. 6 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 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 OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 27 Financial Data Schedule (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. 11 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: May 31, 2000 STARFEST, INC. By /s/ Michael Huemmer ------------------------------------- Michael Huemmer, President 12