8-K 1 0001.txt FORM 8-K FOR STARFEST, INC. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 31, 1999 Starfest, Inc. (Exact name of registrant as specified in its charter) -------------------------------------------------------- California 333-38838 95-4442384 ---------- --------- ---------- (state of (Commission File Number) (IRS Employer incorporation) I.D. Number) 4602 East Palo Brea Lane Cave Creek, AZ 85331 480-551-8280 ------------------------------------------------------- (Address and telephone number of registrant's principal executive offices and principal place of business) 9494 East Redfield Road, #1136 Scottsdale, AZ 85260 480-551-8280 --------------------------------------------------- (Former name or address if changed since last report) Item 4. Changes in Registrant's Certifying Accountant On March 6, 2000, Starfest, Inc. assumed the obligation of filing reports with the Securities and Exchange Commission when it acquired a 96.83 percent ownership of a reporting company, MAS Acquisition XX Corp. ("MAS XX"). At the time of this event, there was no principal independent accountant of MAS XX. Earlier, on December 31, 1999, MAS XX's principal independent accountant, Tubbs & Bartnick, P.A., of Boca Raton, Florida, had resigned, but no Form 8-K had been filed with the Commission by MAS XX reporting the resignation of Tubbs & Bartnick, P.A. Starfest reported the acquisition of MAS XX in a Form 8-K12G3 it filed on March 10, 2000 under Commission File No. 000-29913. The reports of Tubbs & Bartnick, P.A. on the financial statements of MAS XX filed with the Securities and Exchange Commission contained no adverse opinion or disclaimer of opinion, and were not modified as to uncertainty, audit scope, or accounting principles during the past two years or the interim period to December 31, 1999. The decision to change accountants was approved by the Board of Directors of MAS XX. During the past two years or interim periods prior to December 31, 1999, there were no disagreements between MAS XX and Tubbs & Bartnick, P.A., whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or accounting scope or procedure, which, if not resolved to the former accountant's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. Attached as an exhibit to this Form 8-K is a letter dated February 15, 2001 from Tubbs & Bartnick, P.A., addressed to the Commission stating that it agrees with the above statements concerning its relations with MAS XX. The independent auditor of Starfest at the time Starfest acquired MAS XX was Jaak Olesk. Jaak Olesk resigned on March 8, 2000, as reported in the Form 8-K filed by the Company on March 15, 2000, also filed under Commission File No. 000-29913. On November 14, 2000, the Company engaged the firm of Kabani & Company, Inc. of Fountain Valley, California, as independent accountants for Starfest and its subsidiaries, as reported in the Form 8-K filed by the Company on November 17, 2000, under Commission File No. 000-29913. Item 7. Exhibits 16 - Letter of Tubbs & Bartnick, P.A. (former accountant) on change of accountant. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 15, 2001 Starfest, Inc. /s/ Michael Huemmer By-------------------------------- Michael Huemmer, President TUBBS & BARTNICK, P.A. Certified Public Accountants 2300 Glades Road, Suite 415E Boca Raton, FL 33431 Telephone 561-361-0330 February 15, 2001 Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, DC 20549 Re: Starfest, Inc. SEC File No. 333-38838 (MAS Acquisition XX Corp. SEC File No. 0-27173) Gentlemen: We agree with the contents of the Form 8-K, Item 4, filed by Starfest, Inc. reporting events that occurred as early as December 31, 1999 and reporting the relationship between this firm and MAS Acquisition XX Corp. /s/ Tubbs & Bartnick, P.A. Tubbs & Bartnick, P.A. Certified Public Accountants