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 JUNE 30, 2005

                                       OR

/ /  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  FOR THE TRANSITION FROM _______ TO ________.

                        COMMISSION FILE NUMBER 000-28867


                         FLICKERING STAR FINANCIAL, INC.
        _________________________________________________________________
        (Exact Name of Small Business Issuer as Specified in its Charter)


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


  6767 W. Tropicana Avenue, Suite 207
         Las Vegas, Nevada                                              89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                   Issuer's telephone number: (702) 248-1027


                                       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 / / No /X/

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / /  No /X/

Indicate by check mark whether the registrant is a shell company (as defined in
12b-2 of the Exchange Act). Yes /X/  No / /

State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:

At June 30, 2005, and as of the date hereof, there were outstanding 8,400,000
shares of the Registrant's Common Stock, $.004 par value.

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


                                      -1-


<PAGE>


                                     PART I

                              FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS




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

                                FINANCIAL REPORTS

                                 JUNE 30, 2005
                                DECEMBER 31, 2004





<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS








________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-1

   Statements of Income                                                      F-2

   Statements of Stockholders' Equity                                        F-3

   Statements of Cash Flows                                                  F-4

   Notes to Financial Statements                                           F-5-9
________________________________________________________________________________















<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS


                                                        June 30,    December 31,
                                                            2005            2004
                                                   _____________    ____________


                                     ASSETS

CURRENT ASSETS                                          $      0      $      0
                                                        ________      ________

            Total current assets                        $      0      $      0
                                                        ________      ________

                   Total assets                         $      0      $      0
                                                        ========      ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                   $      0      $      0
     Officers advances (Note 6)                           40,079        40,079
                                                        ________      ________

            Total current liabilities                   $ 40,079      $ 40,079
                                                        ________      ________

STOCKHOLDERS' EQUITY
     Common stock: $.004 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        8,400,000 shares at December 31, 2004           $             $ 33,600
        8,400,000 shares at June 30, 2005                 33,600
     Additional Paid In Capital                          (31,500)      (31,500)
     Accumulated deficit during development stage        (42,179)      (42,179)
                                                        ________      ________

            Total stockholders' equity                  $(40,079)     $(40,079)
                                                        ________      ________
                   Total liabilities and
                   stockholders' equity                 $      0      $      0
                                                        ========      ========


                 See Accompanying Notes to Financial Statements.


                                      F-1


<PAGE>

<TABLE>
<CAPTION>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                              STATEMENTS OF INCOME

                                                                                               Nov. 25, 1996
                                         Six months ended             Years Ended             (inception) to
                                      June 30,       June 30,   December 21,   December 31,         June 30,
                                          2005           2004           2004           2003             2005
                                 _____________  _____________  _____________  _____________   ______________
<S>                                  <C>            <C>            <C>            <C>             <C>

Revenues                             $        0     $        0     $        0     $        0      $        0

Cost of revenue                               0              0              0              0               0
                                     __________     __________     __________     __________      __________

           Gross profit              $        0     $        0     $        0     $        0      $        0
General, selling and
   administrative expenses                    0              0          2,460             85          42,179
                                     __________     __________     __________     __________      __________
           Operating (loss)          $       (0)    $       (0)    $   (2,460)    $      (85)     $  (42,179)

Nonoperating income (expense)                 0              0              0              0               0
                                     __________     __________     __________     __________      __________

   Net (loss)                        $       (0)    $       (0)    $   (2,460)    $      (85)     $  (42,179)
                                     ==========     ==========     ==========     ==========      ==========


   Net (loss) per share, basic
   and diluted (Note 2)              $    (0.00)    $    (0.00)    $    (0.00)    $    (0.00)     $    (0.00)
                                     ==========     ==========     ==========     ==========      ==========

   Average number of shares
   of common stock outstanding        8,400,000      8,400,000      8,400,000      8,400,000       8,400,000
                                     ==========     ==========     ==========     ==========      ==========


                 See Accompanying Notes to Financial Statements.


                                      F-2

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF STOCKHOLDERS' EQUITY


                                                                                     Accumulated
                                                                                      (Deficit)
                                                                      Additional       During
                                               Common Stock            Paid-In       Development
                                            Shares        Amount       Capital          Stage
                                          __________     ________     __________     ___________
<S>                                        <C>           <C>           <C>            <C>
December 10, 1996, issue
  common stock                             8,400,000     $ 33,600      $(31,500)      $      0
Net (loss), December 31, 1996                                                           (2,100)
                                          __________     ________      ________       ________

Balance, December 31, 1996                 8,400,000       33,600       (31,500)        (2,100)
Net (loss), December 31, 1997
                                          __________     ________      ________       ________

Balance, December 31, 1997                 8,400,000       33,600       (31,500)        (2,100)
Net (loss), December 31, 1998
                                          __________     ________      ________       ________

Balance, December 31, 1998                 8,400,000       33,600       (31,500)        (2,450)

September 3, 1999, changed from no
  par value to $0.001
September 3, 1999, forward stock
  split 100:1
Net (loss), December 31, 1999                                                           (1,725)
                                          __________     ________      ________       ________

Balance, December 31, 1999                 8,400,000     $ 33,600      $(31,500)      $ (4,175)
Net (loss), December 31, 2000                                                          (26,210)
                                          __________     ________      ________       ________

Balance, December 31, 2000                 8,400,000     $ 33,600      $(31,500)      $(30,385)

October 19, 2001, changed from $0.001
    par value to $0.004
October 19, 2001, forward stock split
    4:1
Net (loss), December 31, 2001                                                           (5,005)
                                          __________     ________      ________       ________

Balance, December 31, 2001                 8,400,000     $ 33,600      $(31,500)      $(35,390)
Net(loss), December 31, 2002                                                            (4,244)
                                          __________     ________      ________       ________

Balance, December 31, 2002                 8,400,000     $ 33,600      $(31,500)      $(39,634)
Net(loss), December 31, 2003                                                               (85)
                                          __________     ________      ________       ________

Balance, December 31, 2003                 8,400,000     $ 33,600      $(31,500)      $(39,719)
Net (loss), December 31, 2004                                                               (0)
                                          __________     ________      ________       ________
Balance, December 31, 2004                 8,400,000     $ 33,600      $(31,500)      $(39,719)
Net (loss), June 30, 2005                                                               (0)
                                          __________     ________      ________       ________

Balance, June 30, 2005                     8,400,000     $ 33,600      $(31,500)      $(40,079)
                                          ==========     ========      =========      ========


                 See Accompanying Notes to Financial Statements.


                                      F-3

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS

                                                                                               Nov. 25, 1996
                                         Six months ended              Years Ended           (inception) to
                                      June 30,       June 30,   December 31,   December 31,         June 30,
                                          2005           2004           2004           2003             2005
                                 _____________  _____________  _____________  _____________   ______________
<S>                                  <C>            <C>            <C>            <C>          <C>
Cash Flows From
Operating Activities
    Net (loss)                       $       (0)    $       (0)    $   (2,460)    $     (85)   $     (42,179)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets and liabilities
    Increase in accounts payable              0              0            (85)           85                0
                                     __________     __________     __________     _________    _____________
         Net cash (used in)
            operating activities     $        0     $        0     $   (2,545)    $       0   $      (42,179)
                                     __________     __________     __________     _________    _____________
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
    Increase in officer advances              0              0          2,545             0           40,079
                                     __________     __________     __________     _________    _____________
         Net cash (used in)
            financing activities     $              $        0     $    2,545     $       0    $      42,179
                                     __________     __________     __________     _________    _____________
         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
                                     ==========     ==========     ==========     =========    =============


                 See Accompanying Notes to Financial Statements.


                                      F-4

</TABLE>


<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2005, AND DECEMBER 31, 2004


NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS:

Flickering Star Financial, Inc. ("Company") was organized November 25, 1996
under the laws of the State of Nevada. The Company currently has no operations
and, in accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
development stage company.

A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:

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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH

For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2005 and December 31, 2004.

INCOME TAXES

Income taxes are provided for using the liability method of accounting in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

GOING CONCERN

The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have significant cash or
other material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The officers and directors have committed to advancing certain
operating costs of the Company.

                                      F-5

<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2005, AND DECEMBER 31, 2004



NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an amendment
of Accounting Research Bulletin No. 43, Chapter 4" (SAFS No. 151"). SAFS No. 151
requires that abnormal amounts of idle facility expense, freight, handling costs
and wasted materials (spoilage) be recorded as current period charges and that
the allocation of fixed production overheads to inventory be based on normal
capacity of the production facilities. SAFS No. 151 becomes effective for our
Company on January 1, 2006. The Company does not believe that the adaptation of
SAFS No. 151 will have a material impact on our consolidated financial
statements.

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based
Payment. "SFAS No. 123R replaced SFAS No. 123 and superseded Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require compensation costs
related to share-based payment transactions to be recognized in the financial
statements. The effective date of SFAS No. 123R is the reporting period
beginning after December 15, 2005. The adaptation of SFAS No. 123 (revised 2004)
should not have a significant impact on the Company's financial position or
results of operation until such time the Company has share-based payments. The
Company will adopt the provisions of SFAS No. 123R at that time.

In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29" ("SAFS No. 153"). SFAS No. 153 is
based on the principle that exchange nonmonetary assets should be measured based
on fair value of the assets exchanged. APB Opinion No. 29, "Accounting for
Nonmonetary Transactions," provided an exception to its basic measurement
principle (fair value) for exchanges of similar productive assets. Under APB
Opinion No.29, an exchange of a productive asset for a similar productive asset
was based on the recorded amount of the asset relinquished. SFAS No. 153
eliminates this exception and replaces it with an exception of exchanges of
nonmonetary assets that do not have commercial substance. SFAS No. 153 became
effective for our Company as of July 1, 2005. The Company will apply the
requirements of SFAS No. 153 on any future nonmonetary exchange transactions.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB No. 20 and FASB Statement No.3" ("SFAS No.
154"). SFAS No. 154 requires retrospective applications to prior periods'
financial statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative effect of changing to the new
accounting principle. This statement is effective for our Company as of January
1, 2006. The Company does not believe that the adaptation of SFAS No. 154 will
have a material impact on our consolidated financial statements.


                                      F-6

<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2005, AND DECEMBER 31, 2004


NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. 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 per
share.

On September 3, 1999, the Company's shareholders approved a forward split of its
common stock at one hundred shares for one share of the existing shares. The
number of common stock shares outstanding increased from 21,000 to 2,100,000.
Prior period information has been restated to reflect the stock split

On October 23, 2001, the State of Nevada approved the Company's restated
Articles of Incorporation, which changed the par value of the stock from $0.001
per share to $0.004 per share.

On October 23, 2001, the Company's shareholders approved a forward split of its
common stock at four shares for one share of the existing shares. The number of
common stock shares outstanding increased from 2,100,000 to 8,400,000. Prior
period information has been restated to reflect the stock splits and par value
adjustments.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128, "EARNINGS PER
SHARE." The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.

Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 8,400,000 during 2005, 2004, 2003, and
since inception. As of June 30, 2005 and 2004 and December 31, 2004 and 2003,
and since inception, the Company had no dilutive potential common shares.


                                      F-7


<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2005, AND DECEMBER 31, 2004



NOTE 3. INCOME TAXES

We did not provide any current or deferred U.S. federal income tax provisions or
benefit for any of the periods presented because we have experienced operating
losses since inception. We provided a full valuation allowance on the net
deferred tax asset, consisting of net operating loss carry forwards, because
management has determined that it is more likely than not that we will earn
income sufficient to realize the deferred tax assets during the carryforward
period.

The components of the Company's deferred tax asset as of December 31, 2004 and
2003 is as follows:

                                            2004           2003
                                          ________       ________

     Net operating loss carryforward      $ 14,763       $ 13,902

     Valuation allowance                   (14,763)       (13,902)
                                          ________       ________

     Net deferred tax asset               $      0       $      0



A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:

                                                                    Since
                                           2004        2003       Inception
                                          _____        ____       _________

     Tax at statutory rate                $ 861        $ 30        $14,763

     Increase in valuation allowance       (861)        (30)       (14,763)
                                          _____        ____        _______

     Net deferred tax asset               $   0        $  0        $     0

The net federal operating loss carry forward will expire between 2016 and 2024.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.


NOTE 4.  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 for 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 interest. The Company has not formulated a policy for the resolution of
such conflicts.


                                      F-8


<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2005, AND DECEMBER 31, 2004


NOTE 5.  WARRANTS AND OPTIONS

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


NOTE 6.  OFFICERS ADVANCES

The Company has incurred costs while 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 these costs. These funds have been advanced interest
free.

                                      F-9

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10QSB should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10QSB. Our actual results could differ materially from those
discussed in this report.

Generally.

     We currently have no assets or operations. Since January 1, 1997, we have
been in the developmental stage and have had no operations. We originally had
intended to act as a finder of individuals who would serve as an additional
guarantor of motion picture completion guaranty contracts. A motion picture
completion guaranty is a written contract that guarantees a motion picture will
be finished and delivered on schedule and within budget. The producer of a
motion picture usually secures a completion guaranty for the benefit of banks
(or other financiers) who agree to make the necessary production funding
available to the producer. The issuer of the guarantee usually requires either
collateral to support the guaranty or additional obligors (guarantors) who are
compensated for assuming the contractual risk. As at December 31, 1996, all
funds raised by the sale of shares of common stock in order to fulfill our
initial objective had been expended. Although from January 1, 1997 to March 31,
1997, our officers attempted to locate guarantors who had the financial
resources behind them to satisfy a bank guaranty, we then had no film projects
and, thereafter, we become dormant.

     As of the date hereof, we can be defined as a "shell" company, whose sole
purpose is to locate and consummate a merger or acquisition with another public
entity or a private entity.

     Also, as of the date hereof, based upon our proposed future business
activities, we may also be deemed a "blank check" company. The Securities and
Exchange Commission definition of such a company is a development stage company
that has no specific business plan or purpose, or has indicated that its
business plan is to engage in a merger or acquisition with an unidentified
company or companies, or other entity or person and is issuing a "penny stock"
security.

     A "penny stock" security is any equity security other than a security (i)
that is a reported security (ii) that is issued by an investment company (iii)
that is a put or call issued by the Option Clearing Corporation (iv) that has a
price of $5.00 or more (except for purposes of Rule 419 of the Securities Act of
1933, as amended) (v) that is registered on a national securities exchange (vi)
that is authorized for quotation on the Nasdaq Stock Market, unless other
provisions of the defining rule are not satisfied, or (vii) that is issued by an
issuer with (a) net tangible assets in excess of $2,000,000, if in continuous
operation for more than three years or $5,000,000 if in operation for less than
three years or (b) average revenue of at least $6,000,000 for the last three
years.

     We became a reporting company on a voluntary basis because the primary
attraction of the Company as a merger partner or acquisition vehicle will be our
status as a public company. In addition, we became a reporting company to
enhance investor protection and to provide information if a trading market
commences. Only those companies that report their current financial information
to the Securities and Exchange Commission, banking, or insurance regulators are
permitted to be quoted on the OTC Bulletin Board System.


                                      -2-


<PAGE>


Plan of Operation.

     We intend to seek to acquire assets or shares of an entity actively engaged
in business that generates revenues in exchange for our securities.

     The Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check company as (i) a development stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies. We have been
informed that the Securities and Exchange Commission position is that the
securities issued by all blank check companies that are issued in unregistered
offerings must be registered with the Commission before resale. At the time that
our shareholders acquired our stock in 1996, we had a specific business plan and
purpose. In addition, Rule 419 is applicable only if a registration statement is
filed covering an offering of a penny stock by a blank check company. We have
not filed a registration statement.

     In addition, since we had a specific business plan and purpose at the time
that our shareholders acquired our stock, we are not deemed to be a so-called
"blind pool" company, a company that has a detailed plan of business that
involves the acquisition of unidentified properties in a specific industry.

     On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. These
rules were published in the Federal Register on July 21, 2005 and were effective
as of August 22, 2005, except for an amendment to Item 5.06 of the Form 8-K that
became effective on November 5, 2005. The amendments expand the definition of a
shell company to be a company with no or nominal operations, assets consisting
of cash and cash equivalents, or assets consisting of any amount of cash and
cash equivalents and nominal other assets. The rules and rule amendments
prohibit the use of a Form S-8 (a form used by a corporation to register
securities issued to an employee, director, officer, consultant or advisor,
under certain circumstances), and revise the Form 8-K to require a shell company
to include current Form 10 or Form 10-SB information, including audited
financial statements, in the filing on Form 8-K that the shell company files to
report an event that causes it to cease being a shell company. The shell company
will be required to file financial statements within four days about the
transaction. Where an operating company acquires a shell company and the
operating company survives the transaction, the operating company will have
acquired control of the shell for purposes of the definition of "succession"
under the final rules and the operating company, as the surviving entity, will
be required to file a Form 8-K under Item 5.01. The rules are designed to assure
that investors in shell companies that acquire operations or assets have access
on a timely basis to the same kind of information as is available to investors
in public companies with continuing operations.


                                      -3-


<PAGE>


     In addition to the requirements that apply to us for disclosing information
in a Form 8-K or other applicable disclosure document, we have been informed
that, if, pursuant to any arrangement or understanding with the person or
persons acquiring securities in a transaction subject to the 1934 Act, any
persons are to be elected or designated as directors of the Company, otherwise
than at a meeting of security holders, and the persons so elected or designated
will constitute a majority of the directors of the Company, then, not less than
10 days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.

     As part of any transaction that may result in the change in our control,
Ginger B. Quealy may forgive some or all of the indebtedness owed to her by us.
Further, as a result of any transaction that may result in a change of our
control or results in a business combination, our controlling shareholders may
transfer the shares of stock owned by them to others or surrender for
cancellation to us all or part of their shares of stock.

     We are currently not engaged in any preliminary negotiations to effectuate
a business combination.

Financial Condition.

     Our independent registered public accounting firm's going concern opinion
for the year end December 31, 2004 and the current unaudited financial
statements, indicates that we do not have significant cash or other material
assets and that we are relying on advances from stockholders, officers and
directors to meet limited operating expenses. We do not have sufficient cash or
other material assets or do we have sufficient operations or an established
source of revenue to cover our operational costs that would allow us to continue
as a going concern. We are insolvent in that we are unable to pay our debts in
the ordinary course of business as they become due.


                                      -4-


<PAGE>


     Since we have 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.

Liquidity and Operational Results.

     We have no current operating history and do not have any revenues or
earnings from operations. We have no assets or financial resources. We 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 that will increase continuously until the
Company can consummate a business combination with a profitable business
opportunity. There is no assurance that we can identify such a business
opportunity and consummate such a business combination.

     We are dependent upon our officers to meet any de minimis costs that 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.

     As of December 31, 2004, we had total liabilities of $40,079 and as of
June 30, 2005, we had total liabilities of $40,079. As of December 31, 2004, we
had a negative net worth of $40,079 and as June 30, 2005, we had a negative net
worth of $40,079.

     We have had no revenues from inception through December 31, 2004 and we had
no revenues for the period ended June 30, 2005. We have a loss from inception
through December 31, 2004 of $42,179 and a loss from inception through June 30,
2005 of $42,179.


                                      -5-


<PAGE>


     We have officer's advances of $40,079 from inception to June 30, 2005. The
officer's advances as of December 31, 2004 were $40,079.

Accounting for a Business Combination.

     In July 2001, "SFAS" No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified an recognized apart from goodwill. SGAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.

     We have also been informed that most business combinations will be
accounted for as a reverse acquisition with us being the surviving registrant.

     As a result of any business combination, if the acquired entity's
shareholders will exercise control over us, the transaction will be deemed to be
a capital transaction where we are treated as a non-business entity. Therefore,
the accounting for the business combination is identical to that resulting from
a reverse merger, except no goodwill or other intangible assets will be
recorded. For accounting purposes, the acquired entity will be treated as the
accounting acquirer and, accordingly, will be presented as the continuing
entity.


                                      -6-


<PAGE>


ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK.

     We have not considered nor conducted any research concerning qualitative
and quantitative market risk.


ITEM 4.  EVALUATION OF DISCLOSURE ON CONTROLS AND PROCEDURES.

     Based on an evaluation of our disclosure controls and procedures as of the
end of the period covered by this Form 10QSB (and the financial statements
contained in the report), our president and treasurer have determined that the
our current disclosure controls and procedures are effective.

     There have not been any changes in our internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or
any other factors during the quarter covered by this report, that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.


                                     PART II

                                OTHER INFORMATION

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


Board Meeting.

     Our board held no meetings during the period covered by this current
report.


                                      -7-


<PAGE>


Audit Committee.

     Our board of directors has not established an audit committee. In addition,
we do not have any other compensation or executive or similar committees. We
will not, in all likelihood, establish an audit committee until such time as the
Company generates a positive cash flow of which there can be no assurance. We
recognize that an audit committee, when established, will play a critical role
in our financial reporting system by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as we establish an audit committee, its additional disclosures with
our 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, and (ii)
discussions with the independent registered public accounting firm the matters
required to be discussed by the Statement On Auditing Standards No. 61 and No.
90, as may be modified or supplemented.

     We have had an audit of the financial statements as indicated on the report
by our independent registered public accounting firm. For all audits of our
financial statements after October 22, 2003, we are informed and believe that
the audit was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States).

Code of Ethics.

     We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer and persons
performing similar functions. The code of ethics will be posted on the investor
relations section of the Company's website in the event that we have a website.
At such time as we have posted the code of ethics on our website, we intend to
satisfy the disclosure requirements under Item 10 of Form 8-K regarding an
amendment to, or waiver from, a provision of the code of ethics by posting such
information on the website.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     There were no reports on Form 8-K filed during the quarter for which this
report is filed. The following exhibits are filed with this report:

         31.1 Certification of Chief Executive Officer.

         31.2 Certification of Chief Financial Officer.

         32.1 Section 906 Certification.

         32.2 Section 906 Certification.


                                      -8-


<PAGE>



                                   SIGNATURES


     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:  December 09, 2005       FLICKERING STAR FINANCIAL, INC.


                                By: /s/ GINGER B. QUEALY
                                        _____________________________
                                        Ginger B. Quealy
                                        President and Chief Executive
                                        Officer and Director


                                By: /s/ GERALD W. QUEALY
                                        _____________________________
                                        Gerald W. Quealy
                                        Treasurer and Chief Financial
                                        Officer and Director


                                      -9-