10QSB 1 star10q.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, 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 March 31, 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] PART I - FINANCIAL INFORMATION Item 1. Financial Statements 2 Starfest, Inc. and Subsidiary Balance Sheet (Unaudited) March 31, 2001 Assets ------ Current Assets: Cash $ 153 ---------- $ 153 Liabilities And Shareholders' Deficit ------------------------------------- Current Liabilities: Accounts payable $ 54,572 Note payable to Concierge, Inc. 100,000 Payable to shareholders 270,268 ---------- Total current liabilities 424,840 Shareholders' Deficit: Common stock, no par value, 65,000,000 shares authorized; 23,100,000 issued and outstanding 2,647,353 Accumulated Deficit (3,072,040) Total shareholders' deficit ( 424,687) ---------- $ 153
See notes to financial statements. 3 Starfest, Inc. and Subsidiary Statements of Operations (Unaudited) Three Months Ended March 31
Three Months Ended 2001 2000 ----------- ----------- Revenues $ - $ - ----------- ----------- General and Administrative Expenses 16,034 19,038 ---------- ----------- Operating Loss ( 16,034) ( 19,038) Provision for income taxes 800 800 Net Loss $( 16,834) $( 19,838) ========== ========== Net Loss Per Common Share $ .001 $ .001 Weighted Average Common Shares Outstanding 23,100,000 23,038,298
See notes to financial statements. 4 Starfest, Inc. and Subsidiary Statements of Cash Flows (Unaudited) Three Months Ended March 31
2001 2000 ----------- ----------- Net Cash From operating Activities: Net loss $( 16,834) $( 19,838) Adjustments to reconcile net loss to net cash used by operating activities: Shares issued for services - 602 Changes in assets and liabilities: Accounts payable 16,612 ( 12,226) Net cash used by operating activities (222) ( 31,462) Cash Flows from Investing Activities: - - ----------- ----------- Cash flows from Financing Activities: Loans from shareholders 335 24,814 Common stock issued for cash - 7,000 ----------- ----------- Net cash provided by Financing Activities 335 31,814 Increase in Cash 113 352 Cash at beginning of period 40 481 ----------- ---------- Cash at end of period $ 153 $ 833 =========== ========== Supplemental cash flow information: Cash paid during the period for: Interest $ - $ - Income taxes $ - $ - Non cash financing transactions: Shares for services $ - $ 602
See notes to financial statements. 5 Starfest, Inc. and Subsidiary Notes To Unaudited Financial Statements March 31, 2001 and 2000 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 a company (see Note 2). 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, 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 period ended March 31, 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 Starfest, Inc. and Subsidiary Notes To Unaudited Financial Statements March 31, 2001 and 2000 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 $16,834 for the three months ended March 31, 2001. Accumulated deficit amounted to $3,072,040 at March 31, 2001. At March 31, 2001, the Company had shareholders' deficit of $424,687. 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 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 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. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit 2.3 - Amended Agreement of Merger of January 19, 2001, between Starfest, Inc. and Concierge, Inc.* *Previously filed with Amendment No. 3 to Form S-4 on January 31, 2001, Commission File No. 333-38838, incorporated herein. (b) Forms 8-K Form 8-K - Item 4. Changes in Registrant's Certifying Accountant, filed February 20, 2001, reporting the resignation of Tubbs & Bartnick, P.A. 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: May 15, 2001 STARFEST, INC. By/s/ Michael Huemmer --------------------------- Michael Huemmer, President 8