##### Table of Contents



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 SEPTEMBER 30, 2001.                
|      |  |                                                                           
|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.)

|                                         |  |           
|---------------------------------------- |  | ----------
|6767 W. Tropicana Avenue, Suite 207      |  |           
|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 September 30, 2001, there were outstanding 2,100,000 shares of the
Registrants Common Stock, $.001 par value.

Transitional Small Business Disclosure Format: Yes [   ] No [X]





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TABLE OF CONTENTS



| |  |                                            |  |  |  |  |  | 
| |  | ------------------------------------------ |  |  |  |  |  | 
| |  | ASSETS                                    
| |  | LIABILITIES AND STOCKHOLDERS EQUITY       
| |  | STATEMENTS OF INCOME                      
| |  | STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
| |  | STATEMENT OF CASH FLOWS                   
| |  | NOTES TO FINANCIAL STATEMENTS             



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##### Table of Contents



PART I

FINANCIAL INFORMATION

Item I. Financial Statements

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

TABLE OF CONTENTS

|                                           |  |        |       | 
|------------------------------------------ |  | ------ | ----- | 
|                                           |  | Page #
|                                           |  |       
|ASSETS                                     |  |        | 3     | 
|LIABILITIES AND STOCKHOLDERS EQUITY       |  |        | 4     | 
|STATEMENT OF INCOME                        |  |        | 5-6   | 
|STATEMENT OF CHANGES IN STOCKHOLDER EQUITY |  |        | 7     | 
|STATEMENT OF CASH FLOWS                    |  |        | 8-9   | 
|NOTES TO FINANCIAL STATEMENTS              |  |        | 10-12 | 

2



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##### Table of Contents



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

BALANCE SHEET




ASSETS

|                          |                       |   |              |   |             |   |   |   | 
|------------------------- | --------------------- | - | ------------ | - | ----------- | - | - | - | 
|                          |                       |   | September 30 |   | December 31
|                          |                       |   | 2001         |   | 2000       
|                          |                       |   | (Unaudited)  |   | (Unaudited)
|                          |                       |   |              |   |            
|CURRENT
          ASSETS: |                       | $ | 0            |   |             | $ | 0 |  
|                          |                       |   |              |   |             |   |   |  
|                          | TOTAL CURRENT ASSETS: |   | $            | 0 |             |   | $ | 0 | 
|                          |                       |   |              |   |             |   |   |  
|OTHER
          ASSETS:   |                       | $ | 0            |   |             | $ | 0 |  
|                          |                       |   |              |   |             |   |   |  
|                          | TOTAL OTHER ASSETS:   |   | $            | 0 |             |   | $ | 0 | 
|                          |                       |   |              |   |             |   |   |  
|TOTAL
          ASSETS    |                       | $ | 0            |   |             | $ | 0 |  
|                          |                       |   |              |   |             |   |   |  

See accompanying notes to financial statements

3



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##### Table of Contents



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

BALANCE SHEET




LIABILITIES AND STOCKHOLDERS EQUITY

|                                                                 |                                                                                                          |                            |         |              |        |             |         |         |        | 
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | -------------------------- | ------- | ------------ | ------ | ----------- | ------- | ------- | ------ | 
|                                                                 |                                                                                                          |                            |         | September 30 |        | December 31
|                                                                 |                                                                                                          |                            |         | 2001         |        | 2000       
|                                                                 |                                                                                                          |                            |         | (Unaudited)  |        | (Unaudited)
|                                                                 |                                                                                                          |                            |         |              |        |            
|CURRENT LIABILITIES:                                             |                                                                                                          |                            |         |              |        |             |         |        
|                                                                 | Accounts Payable                                                                                         |                            | $       | 0            |        |             | $       | 0       |       
|                                                                 | Officers Advances (Note 7)                                                                               |                            |         | 31,580       |        |             |         | 28,285  |       
|                                                                 |                                                                                                          |                            |         |              |        |             |         |        
|                                                                 |                                                                                                          | TOTAL CURRENT LIABILITIES: |         |              | 31,580 |             |         |         | 28,285 | 
|                                                                 |                                                                                                          |                            |         |              |        |             |         |        
|STOCKHOLDERS EQUITY:                                            |                                                                                                          |                            |         |              |        |             |         |        
|                                                                 | COMMON
          STOCK, $.001 par value; authorized 
          2,500,000 shares; issued and outstanding: |                            |         |              |        |             |         |         |       
|                                                                 | December 31, 2000 - 2,100,000 shares                                                                     |                            |         |              |        |             |         | 2,100   |       
|                                                                 | September 30, 2001 - 2,100,000 shares                                                                    |                            |         | 2,100        |        |             |         |         |       
|                                                                 | ADDITIONAL PAID-IN-CAPITAL                                                                               |                            |         | 0            |        |             |         | 0       |       
|                                                                 | ACCUMULATED LOSS                                                                                         |                            |         | (33,680      | )      |             |         | (30,385 | )     
|                                                                 |                                                                                                          |                            |         |              |        |             |         |        
|TOTAL STOCKHOLDERS EQUITY                                       |                                                                                                          |                            | (31,580 | )            |        |             | (28,285 | )      
|                                                                 |                                                                                                          |                            |         |              |        |             |         |        
|TOTAL
          LIABILITIES AND 
          STOCKHOLDERS EQUITY: |                                                                                                          | $                          | 0       |              |        | $           | 0       |        
|                                                                 |                                                                                                          |                            |         |              |        |             |         |        

See accompanying notes to financial statements

4



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FLICKERING STAR FINANCIAL INC.
(A Development Stage Company)




STATEMENTS OF INCOME

|                                                                          |                            |   |                    |        |                   |  |              |        |              |   |           |        |   |  |           |         |  
|------------------------------------------------------------------------- | -------------------------- | - | ------------------ | ------ | ----------------- |  | ------------ | ------ | ------------ | - | --------- | ------ | - |  | --------- | ------- | -
|                                                                          |                            |   | Three months ended |        | Nine months ended
|                                                                          |                            |   |                    |        |                  
|                                                                          |                            |   | September 30       |        | September 30      |  | September 30 |        | September 30
|                                                                          |                            |   | 2001               |        | 2000              |  | 2001         |        | 2000        
|                                                                          |                            |   | (Unaudited)        |        | (Unaudited)       |  | (Unaudited)  |        | (Unaudited) 
|                                                                          |                            |   |                    |        |                  
|Revenues                                                                  |                            | $ | 0                  |        |                   |  | 0            |        |              | $ | 0         |        |   |  | 0         |        
|Cost of
          Revenue                                                 |                            |   | 0                  |        |                   |  | 0            |        |              |   | 0         |        |   |  | 0         |        
|                                                                          |                            |   |                    |       
|                                                                          | Gross
          Profit     |   | $                  | 0      |                   |  |              | 0      |              |   | $         | 0      |   |  |           | 0       |  
|General,
          Selling and                                            |                            |   |                    |        |                   |  |              |        |              |   |           |        |   |  |           |        
|Administrative                                                            |                            | $ | 2,145              |        |                   |  | 1,290        |        |              | $ | 3,295     |        |   |  | 23,596    |        
|                                                                          |                            |   |                    |       
|                                                                          | Operating
          (loss) |   | $                  | (2,145 | )                 |  |              | (1,290 | )            |   | $         | (3,295 | ) |  |           | (23,596 | )
|Nonoperating
          income (expense)                                   |                            |   | 0                  |        |                   |  | 0            |        |              |   | 0         |        |   |  | 0         |        
|                                                                          |                            |   |                    |       
|                                                                          | Net (loss)                 |   | $                  | (2,145 | )                 |  |              | (1,290 | )            |   | $         | (3,295 | ) |  |           | (23,596 | )
|                                                                          |                            |   |                    |       
|Net (loss) per
          share, basic 
          and diluted (Note 2)     |                            | $ | (0.00              | )      |                   |  | (0.00        | )      |              | $ | (0.00     | )      |   |  | (0.01     | )      
|                                                                          |                            |   |                    |       
|Average
          number of shares 
          of common stock outstanding |                            |   | 2,100,000          |        |                   |  | 2,100,000    |        |              |   | 2,100,000 |        |   |  | 2,100,000 |        
|                                                                          |                            |   |                    |       

See accompanying notes to financial statements

5



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##### Table of Contents



FLICKERING STAR FINANCIAL INC.
(A Development Stage Company)

STATEMENTS OF INCOME

|                                                                          |                            |   |             |         |                |  |              |        |   |   |               |         |  
|------------------------------------------------------------------------- | -------------------------- | - | ----------- | ------- | -------------- |  | ------------ | ------ | - | - | ------------- | ------- | -
|                                                                          |                            |   |             |         |                |  |              |        |   |   | Nov. 25, 1996
|                                                                          |                            |   | Years Ended |         | (inception) to
|                                                                          |                            |   | December 31 |         | December 31    |  | September 30
|                                                                          |                            |   | 2000        |         | 1999           |  | 2001        
|                                                                          |                            |   | (Unaudited) |         | (Unaudited)    |  | (Unaudited) 
|                                                                          |                            |   |             |         |               
|Revenues                                                                  |                            | $ | 0           |         |                |  | 0            |        |   | $ | 0             |        
|Cost of
          Revenue                                                 |                            |   | 0           |         |                |  | 0            |        |   |   | 0             |        
|                                                                          |                            |   |             |         |                | 
|                                                                          | Gross
          Profit     |   | $           | 0       |                |  |              | 0      |   |   | $             | 0       |  
|General, Selling and Administrative                                       |                            | $ | 28,310      |         |                |  | 1,725        |        |   | $ | 33,680        |        
|                                                                          |                            |   |             |         |                | 
|                                                                          | Operating
          (loss) |   | $           | (28,310 | )              |  |              | (1,725 | ) |   | $             | (33,680 | )
|Nonoperating
          income (expense)                                   |                            |   | 0           |         |                |  | 0            |        |   |   | 0             |        
|                                                                          |                            |   |             |         |                | 
|                                                                          | Net (loss)                 |   | $           | (28,310 | )              |  |              | (1,725 | ) |   | $             | (33,680 | )
|                                                                          |                            |   |             |         |                | 
|Net (loss) per
          share, basic 
          and diluted (Note 2)     |                            | $ | (0.01       | )       |                |  | (0.00        | )      |   | $ | (0.02         | )      
|                                                                          |                            |   |             |         |                | 
|Average
          number of shares 
          of common stock outstanding |                            |   | 2,100,000   |         |                |  | 2,100,000    |        |   |   | 2,100,000     |        
|                                                                          |                            |   |             |         |                | 

See accompanying notes to financial statements

6



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




STATEMENT OF CHANGES IN STOCKHOLDER
  EQUITY

|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  |             |        |  
|--------------------------------------------------------- | ------------------ |  | --------- | --------- | ------ |  | ------- | ----- | ----------- |  | ---------- | - | ------ |  | ----------- | ------ | -
|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  | Accumulated
|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  | (Deficit)  
|                                                          |                    |  |           |           |        |  |         |       |             |  | Additional |   | During
|                                                          |                    |  | Common    |           | Stock  |  | paid-in |       | Development
|                                                          |                    |  | Shares    |           | Amount |  | Capital |       | Stage      
|                                                          |                    |  |           |           |        |  |         |       |            
|Balance                                                   |                    |  |           |           |        |  |         |       |             |  |            |   |        |  |             |       
|                                                          | December 31, 1998: |  |           | 2,100,000 |        |  |         | 2,100 |             |  |            | 0 |        |  |             | (2,450 | )
|September 3, 1999, changed from
no par to $.001 par value |                    |  |           |           |        |  | (2,079  | )     |             |  | 2,079      |   |        |  |             |       
|September 3, 1999, forward stock
split 100:1              |                    |  |           |           |        |  | 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 year ended
December 31, 2000:                    |                    |  |           |           |        |  |         |       |             |  |            |   |        |  | (26,210     | )     
|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  |             |       
|Balance
December 31, 2000:                                |                    |  | 2,100,000 |           |        |  | 2,100   |       |             |  | 0          |   |        |  | (30,385     | )     
|Net (loss) January 1, 2001 to
September 30, 2001          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  | (3,295      | )     
|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  |             |       
|Balance
September 30, 2001:                               |                    |  | 2,100,000 |           |        |  | 2,100   |       |             |  | 0          |   |        |  | (33,680     | )     
|                                                          |                    |  |           |           |        |  |         |       |             |  |            |   |        |  |             |       

See accompanying notes to financial statements

7



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##### Table of Contents



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




STATEMENT OF CASH FLOWS

|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |        |         |   | 
|--------------------------------- | --------------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------------- | ----- | ------------------ | - | ----------------- | ----- | ------------ | - | ------------ | ----- | ------ | - | - | ------ | ------- | - | 
|                                  |                                         |                                                                                                |                                          |       | Three months ended |   | Nine months ended
|                                  |                                         |                                                                                                |                                          |       |                    |   |                  
|                                  |                                         |                                                                                                |                                          |       | September 30       |   | September 30      |       | September 30 |   | September 30
|                                  |                                         |                                                                                                |                                          |       | 2001               |   | 2000              |       | 2001         |   | 2000        
|                                  |                                         |                                                                                                |                                          |       | (Unaudited)        |   | (Unaudited)       |       | (Unaudited)  |   | (Unaudited) 
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |             
|Cash Flows from                   |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Operating Activities:             |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  |                                         | Net (Loss)                                                                                     |                                          |       | (2,145             | ) |                   |       | (1,290       | ) |              |       | (3,295 | ) |   |        | (23,596 | )
|                                  |                                         | Adjustment
          to reconcile net (loss) to 
          cash (used in) operating activities |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |        |         |  
|Changes in assets and liabilities |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  | Increase (decrease) in accounts payable |                                                                                                |                                          | 0     |                    |   |                   | 0     |              |   |              | 0     |        |   |   | 0      |        
|                                  | Increase in officer advances            |                                                                                                |                                          | 2,145 |                    |   |                   | 1,290 |              |   |              | 3,295 |        |   |   | 23,596 |        
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  |                                         |                                                                                                | Net cash (used in)
operating activities: |       |                    | 0 |                   |       |              | 0 |              |       |        | 0 |   |        |         | 0 | 
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Cash Flows from                   |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Investing Activities:             |                                         |                                                                                                | 0                                        |       |                    |   | 0                 |       |              |   | 0            |       |        |   | 0 |       
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Cash Flows from                   |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Financing Activities:             |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  |                                         | Issuance of common stock                                                                       |                                          |       | 0                  |   |                   |       | 0            |   |              |       | 0      |   |   |        | 0       |  
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  |                                         |                                                                                                | Net cash (used in)
financing activities  |       |                    | 0 |                   |       |              | 0 |              |       |        | 0 |   |        |         | 0 | 
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|                                  |                                         |                                                                                                | Net increase (decrease)
in cash          |       |                    | 0 |                   |       |              | 0 |              |       |        | 0 |   |        |         | 0 | 
|Cash, beginning of period         |                                         |                                                                                                | 0                                        |       |                    |   | 0                 |       |              |   | 0            |       |        |   | 0 |       
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       
|Cash, end of period               |                                         |                                                                                                | 0                                        |       |                    |   | 0                 |       |              |   | 0            |       |        |   | 0 |       
|                                  |                                         |                                                                                                |                                          |       |                    |   |                   |       |              |   |              |       |        |   |   |       

See accompanying notes to financial statements

8



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##### Table of Contents



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

STATEMENT OF CASH FLOWS

|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   |  |               |        |  
|----------------------------------- |  | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  | ----------- | ------ | -------------- |  | ------------ | ----- | - |  | ------------- | ------ | -
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   |  | Nov. 25, 1996
|                                    |  |                                                                                                |                                                              |  | Years Ended |        | (inception) to
|                                    |  |                                                                                                |                                                              |  | December 31 |        | December 31    |  | September 30
|                                    |  |                                                                                                |                                                              |  | 2000        |        | 1999           |  | 2001        
|                                    |  |                                                                                                |                                                              |  | (Unaudited) |        | (Unaudited)    |  | (Unaudited) 
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |             
|Cash Flows
          from           |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Operating
          Activities:     |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|                                    |  | Net (Loss)                                                                                     |                                                              |  | (26,210     | )      |                |  | (1,725       | )     |   |  | (33,680       | )     
|                                    |  | Adjustment
          to reconcile net (loss) 
          to cash (used in) operating activities |                                                              |  |             |        |                |  |              |       |   |  |               |       
|                                    |  | Changes
          in assets and liabilities                                                    |                                                              |  |             |        |                |  |              |       |   |  |               |       
|                                    |  |                                                                                                | Increase
          (decrease) in accounts payable            |  |             | 0      |                |  |              | 0     |   |  |               | 0      |  
|                                    |  |                                                                                                | Increase
          in officer advances                       |  |             | 26,210 |                |  |              | 1,725 |   |  |               | 31,580 |  
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|                                    |  |                                                                                                | Net cash
          (used in)
          operating activities: |  |             | 0      |                |  |              | 0     |   |  |               | (2,100 | )
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Cash Flows
          from           |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Investing
          Activities:     |  |                                                                                                | 0                                                            |  |             |        | 0              |  |              |       | 0 | 
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Cash Flows
          from           |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Financing
          Activities:     |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|                                    |  | Issuance
          of common stock                                                             |                                                              |  | 0           |        |                |  | 0            |       |   |  | 2,100         |       
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|                                    |  |                                                                                                | Net cash
          (used in)
          financing activities  |  |             | 0      |                |  |              | 0     |   |  |               | 2,100  |  
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|                                    |  |                                                                                                | Net increase
          (decrease)
          in cash          |  |             | 0      |                |  |              | 0     |   |  |               | 0      |  
|Cash,
          beginning of period |  |                                                                                                | 0                                                            |  |             |        | 0              |  |              |       | 0 | 
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 
|Cash,
          end of period       |  |                                                                                                | 0                                                            |  |             |        | 0              |  |              |       | 0 | 
|                                    |  |                                                                                                |                                                              |  |             |        |                |  |              |       |   | 

See accompanying notes to financial statements

9



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FLICKERING STAR FINANCIAL,
  INC.
(A Development Stage Company)
  NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

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 has no operations and, in
accordance with Statement of Financial Accounting Standards (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 asset 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 Statement of Cash Flows all highly liquid investments with maturity of
less than three months or less are considered to be cash equivalents. There are
no cash equivalents as of September, 30 2001 and 2000, and December 31, 2000 and
1999.

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 accounting. Temporary
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.

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FLICKERING STAR FINANCIAL,
  INC.
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Reporting on costs for 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 and
organization costs, 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
to no effect on the Companys financial statements.

Note 2  Stockholders 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 2,500 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.

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 average 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 1,860,000 during 2001, 2000, 1999, and
since inception. As of September 30, 2001 and 2000, December 31, 2000, 1999, and
since inception, the Company had no dilutive potential common shares.

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FLICKERING STAR FINANCIAL,
  INC.
(A Development Stage Company)NOTES TO FINANCIAL STATEMENTS
September 30, 2001 and December 31, 2000

Note 3  Income Taxes

There is no provision for income taxes for the period ended September 30, 2001,
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
September 30, 2001 is as follows:

|                                           |  |   |         |  
|------------------------------------------ |  | - | ------- | -
|Net operating
          loss carry forward |  | $ | 33,680  |  
|Valuation
          allowance              |  | $ | (33,680 | )
|                                           |  |  
|Net deferred
          tax asset           |  | $ | 0       |  

The net federal operating loss carry forward will expire between 2016 and 2021.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.

Note 4  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. It is the intent of the Company to seek a merger with an existing
operating company. Until that time, the stockholders, officers, and directors
have committed to advancing the operating costs of the Company.

Note 5  Related Party Transactions

The Company neither owns nor leases any real 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 resolution of such
conflicts.

Note 6  Warrants and Options

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

Note 7  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.

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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 had preliminary 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.

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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                                       |  |     

(a)  Board Meeting

The board held three meetings during the current quarter, each of which
was a special meeting by written consent.

(b)  Committees

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.

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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.
| | --- |  | -----------------------------------------------------------------------------------

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: March 18, 2002 | FLICKERING STAR
        FINANCIAL, INC.
|                      |                                         |                                    
|                      |                                         |                                    
|                      | By:                                     | /s/   Ginger B. Quealy             
|                      |                                         | Ginger B. Quealy 
        President
|                      |                                        

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