<PAGE>   1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

/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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934 FOR THE TRANSITION FROM _______ TO ________.

                         COMMISSION FILE NUMBER 0-28867

                         FLICKERING STAR FINANCIAL, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its charter)


                Nevada                                   88-0407936
   -------------------------------                   ----------------
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                  Identification No.)


  2980 S. Rainbow Boulevard, Suite 108
           Las Vegas, Nevada                                89146
----------------------------------------                  ----------
(Address of principal executive offices)                  (Zip code)


                                       N/A
                 (Former name, former address and former fiscal
                      year, if changed since last report.)

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 12 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 / /

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

        At March 31, 2000, there were outstanding 2,100,000 shares of the
        Registrant's Common Stock, $.001 par value.

Transitional Small Business Disclosure Format:   Yes / /   No /X/


<PAGE>   2


                                     PART I

                              FINANCIAL INFORMATION

Item I.        Financial Statements


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>                                                                     <C>
ACCOUNTANT'S LETTER                                                       1
---------------------------------------------------------------------------



BALANCE SHEET - ASSETS                                                    2
---------------------------------------------------------------------------



BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY                      3
---------------------------------------------------------------------------



STATEMENT OF OPERATIONS                                                   4
---------------------------------------------------------------------------



STATEMENT OF STOCKHOLDERS' EQUITY                                         5
---------------------------------------------------------------------------



STATEMENT OF CASH FLOWS                                                   6
---------------------------------------------------------------------------



NOTES TO FINANCIAL STATEMENTS                                          7-11
---------------------------------------------------------------------------
</TABLE>


<PAGE>   3


                          INDEPENDENT AUDITORS' REPORT


Board of Directors                                                  May 15, 2000
FLICKERING STAR FINANCIAL, INC.
Las Vegas, Nevada

        I have audited the accompanying Balance Sheets of FLICKERING STAR
FINANCIAL, INC. (A Development Stage Company), as of March 31, 2000, and
December 31, 1999, and the related statements of stockholders' equity for March
31, 2000, and December 31, 1999, and statements of operations and cash flows for
the three months ending March 31, 2000, and March 31, 1999, and the two years
ended December 31, 1999, and December 31, 1998, and the period November 25, 1996
(inception), to March 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.

        I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

        In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FLICKERING STAR
FINANCIAL, INC. (A Development Stage Company), as of March 31, 2000, and
December 31, 1999, and the related statements of stockholders' equity for March
31, 2000, and December 31, 1999, and statements of operations and cash flows for
the three months ending March 31, 2000, and March 31, 1999, and the two years
ended December 31, 1999, and December 31, 1998, and the period November 25, 1996
(inception), to March 31, 2000, in conformity with generally accepted accounting
principles.

        The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
Phone: (702) 361-8414


<PAGE>   4


                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                                     ASSETS



<TABLE>
<CAPTION>
                                                              3 MOS. ENDED         YEAR ENDED
                                                              MAR. 31, 2000       DEC. 31, 1999
                                                            ------------------  -----------------
<S>                                                         <C>                 <C>
        CURRENT ASSETS                                      $                0  $               0
                                                            ------------------  -----------------
           TOTAL CURRENT ASSETS                             $                0  $               0
                                                            ------------------  -----------------

        OTHER ASSETS                                        $                0  $               0
                                                            ------------------  -----------------


           TOTAL OTHER ASSETS                               $                0  $               0
                                                            ------------------  -----------------


        TOTAL ASSETS                                        $                0  $               0
                                                            ------------------  -----------------
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -2-
<PAGE>   5

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET


                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                              3 MOS. ENDED         YEAR ENDED
                                                              MAR. 31, 2000       DEC. 31, 1999
                                                            ------------------  -----------------
<S>                                                         <C>                 <C>
        CURRENT LIABILITIES

           Officers Advances (Note #8)                      $           24,381  $           2,075
                                                            ------------------  -----------------


        TOTAL CURRENT LIABILITIES                           $           24,381  $           2,075
                                                            ------------------  -----------------


        STOCKHOLDERS EQUITY (Note #4)

        Common stock, $.001 par value
        authorized 25,000,000 shares
        issued and outstanding at
        December 31, 1999 - 2,100,000 shares                                    $           2,100
        March 31, 2000 - 2,100,000 share                    $            2,100

           Additional paid in Capital                                        0                  0
           Accumulated deficit during
           the development stage                                       -26,481             -4,175


        TOTAL STOCKHOLDERS' EQUITY                          $          -24,381  $          -2,075
                                                            ------------------   ----------------

        TOTAL LIABILITIES AND
        STOCKHOLDERS EQUITY                                 $                0  $               0
                                                            ------------------  -----------------
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -3-
<PAGE>   6

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                             STATEMENT OF OPERATIONS



<TABLE>
<CAPTION>
                                                                                   NOV.25,1996
                          3 MOS ENDED   3 MOS ENDED   YEAR ENDED     YEAR ENDED    (INCEPTION)
                          MARCH 31,     MARCH 31,     DEC. 31,       DEC. 31,      TO MAR.31,
                          2000          1999          1999           1998          2000
                          ------------  ------------  ------------   ------------   -------------
<S>                       <C>           <C>           <C>            <C>            <C>
REVENUE                   $          0  $          0  $          0   $          0   $           0
                          ------------  ------------  ------------   ------------   -------------


EXPENSES

  General, Selling
  and Administrative      $     22,306  $          0  $      1,725   $        350   $      26,481
                          ------------  ------------  ------------   ------------   -------------


TOTAL EXPENSES            $    22,306   $          0  $      1,725   $        350   $      26,481
                          -----------   ------------  ------------   ------------   -------------


Net Profit/Loss (-)       $   -22,306   $          0  $     -1,725   $       -350   $     -26,481
                          -----------   ------------  ------------   ------------   -------------


Net Profit/Loss(-)
per weighted
share (Note #2)           $     -.0106  $       NIL   $     -.0008   $     -.0002   $      -.0126
                          ------------   ----------   ------------    -----------    ------------


Weighted average
number of common
shares outstanding           2,100,000     2,100,000     2,100,000      2,100,000       2,100,000
                          ------------  ------------  ------------   ------------   -------------
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -4-
<PAGE>   7

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                      ADDITIONAL        ACCUMU-
                                         COMMON         STOCK          PAID-IN          LATED
                                         SHARES        AMOUNT          CAPITAL         DEFICIT
                                   --------------  --------------  --------------  --------------
<S>                                <C>             <C>             <C>             <C>
Balance,
December 31, 1998                          21,000  $        2,100  $            0  $       -2,450

September 3, 1999
Changed from no par
value to $0.001                                            -2,079          +2,079

September 3, 1999
Forward stock split
100:1                                   2,079,000          +2,079          -2,079
Net loss, Year Ended
December 31, 1999                                                                          -1,725
                                   --------------  --------------  --------------  --------------

Balance,
December 31, 1999                       2,100,000  $        2,100  $            0  $       -4,175

Net Loss
January 1, 2000, to
March 31, 2000                                                                            -22,306
                                   --------------  --------------  --------------  --------------

Balance,
March 31, 2000                          2,100,000  $        2,100  $            0  $      -26,481
                                   --------------  --------------  --------------  --------------
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -5-
<PAGE>   8

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                             STATEMENT OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                   NOV.25,1996
                          3 MOS ENDED   3 MOS ENDED   YEAR ENDED     YEAR ENDED    (INCEPTION)
                          MARCH 31,     MARCH 31,     DEC. 31,       DEC. 31,      TO MAR.31,
                          2000          1999          1999           1998          2000
                          ------------  ------------- ------------   ------------  --------------
<S>                       <C>           <C>           <C>            <C>           <C>
Cash Flow from
Operating Activities
Net Loss                  $    -22,306  $           0 $     -1,725   $       -350     $   -26,481

Adjustment to reconcile
net loss to net cash
provided by operating
activities

Changes in Assets
and Liabilities

Increase in current
Liabilities
Officers Advances              +22,306              0       +1,725           +350         +24,381
                          ------------  ------------- ------------   ------------  --------------

Net cash used in
operating Activities      $          0  $           0 $          0   $          0     $    -2,100

Cash Flows from
Investing Activities                 0              0            0              0               0

Cash Flows from
Financing Activities
Issuance of Common
Stock                                0              0            0              0          +2,100
                          ------------  ------------- ------------   ------------  --------------

Net increase
(decrease)
in cash                   $          0  $           0 $          0   $          0     $         0

Cash, beginning
of period                            0              0            0              0               0
                          ------------  ------------- ------------   ------------  --------------


Cash, end of period       $          0  $           0 $          0   $          0     $         0
                          ------------  ------------- ------------   ------------  --------------
</TABLE>



    The accompanying notes are an integral part of these financial statements


                                      -6-
<PAGE>   9

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 2000, and December 31, 1999


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

        The Company was organized November 25, 1996, under the laws of the State
        of Nevada as Flickering Star Financial, Inc. The Company currently has
        no operations and in accordance with SFAS #7, is considered a
        development company.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Accounting Method

               The Company records income and expenses on the accrual method.

        Estimates

               The preparation of financial statements in conformity with
               generally accepted accounting principles requires management to
               make estimates and assumptions that affect the reported amounts
               of assets and liabilities and disclosure of contingent assets and
               liabilities at the date of the financial statements and the
               reported amounts of revenue and expenses during the reporting
               period. Actual results could differ from those estimates.

        Cash and equivalents

               The Company maintains a cash balance in a non-interest-bearing
               bank that currently does not exceed federally insured limits. For
               the purpose of the statements of cash flows, all highly liquid
               investments with the maturity of three months or less are
               considered to be cash equivalents. There are no cash equivalents
               as of December 31, 1999, or March 31, 2000.


                                      -7-
<PAGE>   10

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999


        NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Income Taxes

               Income taxes are provided for using the liability method of
               accounting in accordance with Statement of Financial Accounting
               Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
               deferred tax asset or liability is recorded for all temporary
               difference between financial and tax reporting. Deferred tax
               expense (benefit) results from the net change during the year of
               deferred tax assets and liabilities.

        Reporting on Costs of Start-Up Activities

               Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
               of Start-Up Activities" which provides guidance on the financial
               reporting of start-up costs and organization costs. It requires
               most costs of start-up activities and organization costs to be
               expensed as incurred. With the adoption of SOP 98-5, there has
               been little or no effect on the company's financial statements.

        Loss Per Share

               Net loss per share is provided in accordance with Statement of
               Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
               Share". Basic loss per share is computed by dividing losses
               available to common stockholders by the weighted average number
               of common shares outstanding during the period. Diluted loss per
               share reflects per share amounts that would have resulted if
               dilative common stock equivalents had been converted to common
               stock. As of March 31, 2000, the Company had no dilative common
               stock equivalents such as stock options.

        Year End

               The Company has selected December 31st as its year-end.


                                      -8-
<PAGE>   11

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

        Year 2000 Disclosure

               The year 2000 issue is the result of computer programs being
               written using two digits rather than four to define the
               applicable year. Computer programs that have time sensitive
               software may recognize a date using "00" as the year 1900 rather
               than the year 2000. This could result in a system failure or
               miscalculations causing disruption of normal business activities.
               Since the Company currently has no operating business and does
               not use any computers, and since it has no customers, suppliers
               or other constituents, there are no material Year 2000 concerns.


NOTE 3 - INCOME TAXES

        There is no provision for income taxes for the period ended March 31,
        2000, due to the net loss and no state income tax in Nevada, the state
        of the Company's domicile and operations. The Company's total deferred
        tax asset as of December 31, 1999, is as follows:

<TABLE>
<S>                                                                <C>
              Net operation loss carry forward                     $   4,175
              Valuation allowance                                  $   4,175

              Net deferred tax asset                               $       0
</TABLE>


        The federal net operating loss carry forward will expire in 2016 and
        2019.

        This carry forward may be limited upon the consummation of a business
        combination under IRC Section 381.


                                      -9-
<PAGE>   12

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999


NOTE 4 - STOCKHOLDERS' EQUITY

        Common Stock

        The authorized common stock of Flickering Star Financial, Inc. consists
        of 25,000,000 shares with a par value of $0.001 per share.

        Preferred Stock

        Flickering Star Financial, Inc. has no preferred stock.


        On November 30, 1996, the company issued 21,000 shares of its no par
        value common stock in consideration of $2,100 in cash.

        On September 3, 1999, the State of Nevada approved the Company's
        restated Articles of Incorporation, which increased its capitalization
        from 25,000 common shares to 25,000,000 common shares. The no par value
        was changed to $0.001.

        On September 3, 1999, the Company forward split its common stock 100:1,
        thus increasing the number of outstanding common stock shares from
        21,000 shares to 2,100,000.

NOTE 5 - GOING CONCERN

        The Company's financial statements are prepared using generally accepted
        accounting principles applicable to a going concern which contemplates
        the realization of assets and liquidation of liabilities in the normal
        course of business. However, the Company does not have significant cash
        or other material assets, nor does it have an established source of
        revenues sufficient to cover its operating costs and to allow it to
        continue as a going concern. It is the intent of the Company to seek a
        merger with an existing, operating company.


                                      -10-
<PAGE>   13

                         FLICKERING STAR FINANCIAL, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                      March 31, 2000, and December 31, 1999


NOTE 6 - RELATED PARTY TRANSACTIONS

        The Company neither owns nor leases any real or personal property. An
        officer of the corporation provides office services without charge. Such
        costs are immaterial to the financial statements and accordingly, have
        not been reflected therein. The officers and directors of the Company
        are involved in other business activities and may, in the future, become
        involved in other business opportunities. If a specific business
        opportunity becomes available, such persons may face a conflict in
        selecting between the Company and their other business interests. The
        Company has not formulated a policy for the resolution of such
        conflicts.


NOTE 7 - WARRANTS AND OPTIONS

        There are no warrants or options outstanding to acquire any additional
        shares of common stock.


NOTE 8 - OFFICERS ADVANCES

        While the Company is seeking additional capital through a merger with an
        existing company, an officer of the Company has advanced funds on behalf
        of the Company to pay for any costs incurred by it. These funds are
        interest free.





                                      -11-

<PAGE>   14


Item II.       Management's Discussion and Analysis of Financial
               Condition and Results of Operations

        The Company has not commenced business activities and has no assets or
operations. The Company has not entered into any negotiations to effectuate a
business combination. The Company is dependent upon its officers to meet any de
minimis costs which may occur.

        Ginger B. Quealy, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the Securities Exchange Act of 1934, as amended, provided that she is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.

        In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.

        This discussion may contain certain forward looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those forward-looking statements. The
factors that may cause actual results to differ materially is that the Company
has no arrangement, agreement or understanding with respect to engaging in a
merger with, joint venture with or acquisition of, a private or public company
and that there can be no assurance that the Company will be successful in
identifying and evaluating suitable business opportunities or including a
business combination.

Item III.      Qualitative and Quantitative Disclosures About Market
               Risk.

        The Company has neither considered or conducted any research concerning
qualitative and quantitative market risk.



<PAGE>   15



                                     PART II

                                OTHER INFORMATION

<TABLE>
<S>                                                                 <C>
Item 1 -   Legal Proceedings ........................................None

Item 2 -   Changes in the Rights of the Company's
           Security Holders .........................................None

Item 3 -   Defaults by the Company on its
           Senior Securities ........................................None

Item 4 -   Submission of Matter to Vote of Security
           Holders ..................................................None

Item 5 -   Other Information
</TABLE>

               The board held one meeting during the current quarter, including
both regularly scheduled and special meetings and actions by unanimous written
consent.

               The board of directors has not established any audit committee.
In addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish any audit
committee until such time as the Company completes a business combination, of
which there can be no assurance. The Company recognizes that an audit committee,
when established, will play a critical role in the financial reporting system of
the Company by overseeing and monitoring management's and the independent
auditors' participation in the financial reporting process. At such time as the
Company establishes an audit committee, its additional disclosures with the
Company's auditors and management may promote investor confidence in the
integrity of the financial reporting process.

               Until such time as an audit committee has been established, the
full board of directors will undertake those tasks normally associated with an
audit committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii) discussions
with the independent auditors the matters required to be discussed by the
Statement On Auditing Standards No. 61, as may be modified or supplemented, and
(iii) received from the auditors disclosures regarding the auditors'
Independents Standards Board Standard No. 1, as may be modified or supplemented.

        The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements included in this Form 10-QSB to its
independent auditors prior to the filing of this report. An audit was completed
for the quarter then ended.



<PAGE>   16


Item 6 -   Exhibits and Reports on Form 8-K

        The following exhibits are filed with this report:

               (a)    No reports on Form 8-K were filed during the quarter for
                      which the report is filed.

               (b)    Financial Data Schedule 27.1.

                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: May 12, 2000                         FLICKERING STAR FINANCIAL, INC.


                                            By: /S/ Ginger B. Quealy
                                               ---------------------------------
                                                   Ginger B. Quealy
                                                   President