10QSB/A 1 0001.txt AMENDMENT NO. 2 TO FORM 10QSB FOR STARFEST, INC. U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 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: California IRS Employer I.D. Number: 95-4442384 4602 East Palo Brea Lane Cave Creek, AZ 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 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] PART I - FINANCIAL INFORMATION Item 1. Financial Statements Starfest, Inc. and Subsidiary CONSOLIDATED BALANCE SHEET June 30, 2000 ASSETS Current Assets --------------- 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 =========
See accountant's review report and accompanying notes 3 Starfest, Inc. and Subsidiary CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT For the Three Months Ended June 30,
2000 1999 ---- ---- 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) ----------------------------- =========== ===========
See accountant's review report and accompanying notes 4 Starfest, Inc. and Subsidiary CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT For the Six Months Ended June 30,
2000 1999 ---- ---- REVENUES $ 0 $ 0 -------- OPERATING EXPENSES ------------------ General and Administrative 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) ----------------------------- ========== ===========
See accountant's review report and accompanying notes 5 Starfest, Inc. and Subsidiary CONSOLIDATED STATEMENT OF CASH FLOWS Six Months Ended June 30,
2000 1999 ---- ---- CASH FLOW FROM OPERATING ACTIVITIES ----------------------------------- 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
See accountant's review report and accompanying notes 6 Starfest, Inc. and Subsidiary NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2000 and June 30, 1999 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 were no revenues from this endeavor. The Company is negotiating an 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 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, 1999 was filed on September 7, 2000 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 six-month period ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. 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. 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 $352,937 for the six months ended June 30, 2000. Accumulated deficit amounted to $3,009,794 at June 30, 2000. At June 30, 2000, the Company had shareholders' deficit of $362,441. These factors, among 7 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. 8 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 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 29, 2000 STARFEST, INC. By/s/ Michael Huemmer ---------------------------------- Michael Huemmer, President