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, 2003

                                       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, 2003, 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, 2003
                                DECEMBER 31, 2002





<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,
                                                            2003            2002
                                                   _____________    ____________


                                     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 7)                           37,534        37,534
                                                        ________      ________

            Total current liabilities                   $ 37,534      $ 37,534
                                                        ________      ________

STOCKHOLDERS' EQUITY
     Common stock: $.004 par value;
        authorized 25,000,000 shares;
        issued and outstanding:
        8,400,000 shares at December 31, 2002:          $             $ 33,600
        8,400,000 shares at June 30, 2003;                33,600
     Additional Paid In Capital                          (31,500)      (31,500)
     Accumulated deficit during development stage        (39,634)      (39,634)
                                                        ________      ________

            Total stockholders' equity                  $(37,534)     $(37,534)
                                                        ________      ________
                   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,
                                          2003           2002           2002           2001             2003
                                 _____________  _____________  _____________  _____________   ______________
<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          4,739          4,244          5,005          39,634
                                     __________     __________     __________     __________      __________
           Operating (loss)          $       (0)    $   (4,739)    $   (4,244)    $   (5,005)     $  (39,634)

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

   Net (loss)                        $       (0)    $   (4,739)    $   (4,244)    $   (5,005)     $  (39,634)
                                     ==========     ==========     ==========     ==========      ==========


   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), June 30, 2003                                                                    0
                                          __________     ________      ________       ________

Balance, June 30, 2003                     8,400,000     $  33,600     $(31,500)      $(39,634)
                                          ==========     ========      =========      ========


                 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,
                                          2003           2002           2002           2001             2003
                                 _____________  _____________  _____________  _____________   ______________
<S>                                  <C>            <C>            <C>            <C>          <C>
Cash Flows From
Operating Activities
    Net (loss)                       $       (0)    $   (2,975)    $   (4,244)    $  (5,005)   $     (39,634)
    Adjustments to reconcile net
    (loss) to cash (used in)
    operating activities:
    Changes in assets and liabilities
    Increase in accounts payable
    Increase in accounts payable              0          2,975           (546)          546                0
                                     __________     __________     __________     _________    _____________
         Net cash (used in)
            operating activities     $        0     $        0     $   (4,790)    $  (4,459)   $     (39,634)
                                     __________     __________     __________     _________    _____________
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          4,790         4,459           37,534
                                     __________     __________     __________     _________    _____________
         Net cash (used in)
            financing activities     $              $        0     $    4,790     $   4,459    $      39,634
                                     __________     __________     __________     _________    _____________
         Net increase (decrease)
            in cash                  $        0     $        0     $        0     $       0    $           0

Cash, beginning of period                     0              0              0             0                0
                                     __________     __________     __________     _________    _____________

Cash, end of period                  $        0     $        0     $        0     $       0    $           0
                                     ==========     ==========     ==========     =========    =============

</TABLE>
                 See Accompanying Notes to Financial Statements.


                                      F-4


<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002


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, 2003 and December 31, 2002.

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, 2003, AND DECEMBER 31, 2002




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



RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial  Accounting Board issued FASB  Interpretation No.
46,   Consolidation  of  Variable  Interest  Entities  ("FIN  46").  Under  that
interpretation,  certain entities known as "Variable  Interest Entities" ("VIE")
must be  consolidated by the "primary  beneficiary"  of the entity.  The primary
beneficiary is generally defined as having the majority of the risks and rewards
arising  from the VIE.  For  VIE's in  which a  significant  (but not  majority)
variable  interest is held,  certain  disclosures are required.  FIN 46 requires
disclosure of Variable  Interest  Entities in financial  statements issued after
January 31, 2003, if it reasonably  possible that as of the transition date: (1)
the Company will be the primary beneficiary of an existing VIE that will require
consolidation or, (2) the Company will hold a significant  variable interest in,
or have  significant  involvement  with, an existing VIE. Any VIEs created after
January 31, 2003, are immediately  subject to the consolidation  guidance in FIN
46. The measurement  principles of this interpretation will be effective for the
Company's 2003 financial statements. The Company does not have any entities that
require  disclosure or new  consolidation as a result of adopting the provisions
of FIN 46.

In April 2003,  the FASB issued SFAS No. 149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities,"  The  Statement  amends  and
clarifies  accounting for derivative  instruments,  including certain derivative
instruments  embedded in other contracts,  and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts  entered into or modified after
June 30,2003,  for hedging  relationships  designated  after June 30, 2003,  and
certain  preexisting  contracts.  We  adopted  SFAS No. 149 on July 1, 2003 on a
prospective basis in accordance with the new statement. The adoption of SFAS No.
149 did not have a  material  impact  on our  financial  condition  or result of
operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity." This Statement
establishes  standards  for how an  issuer  classifies  and  measures  financial
instruments with  characteristics  of both liabilities and equity.  SFAS No. 150
requires that an issuer classify a financial instrument that is within its scope
as a liability or, in some circumstances,  as an asset, with many such financial
instruments  having previously  classified as equity. We adopted SFAS No. 150 on
July 1, 2003. The FASB is addressing  certain  implementation  issues associated
with the application of SFAS No. 150. In October 2003, the FASB decided to defer
certain provisions of SFAS No. 150 related to mandatorily  redeemable  financial
instruments representing  non-controlling  interests in subsidiaries included in
consolidated  financial statements.  The adoption of SFAS No. 150 did not have a
material impact on our financial condition or results of operation.

                                      F-6

<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002




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

In November  2003,  the EITF reached a consensus on Issue 03-01,  THE MEANING OF
OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION TO CERTAIN INVESTMENTS (EITF
03-01).  FITF 03-01  establishes  additional  disclosure  requirements  for each
category of FAS 115  investments in a loss position.  Effective for years ending
after December 15, 2003,  companies must disclose aggregate amount of unrealized
losses,  and  the  aggregate  related  fair  value  of  their  investments  with
unrealized losses. Those investments are required to be segregated by those in a
loss  position for less than 12 months and those in a loss  position for greater
than 12 months. Additionally,  certain qualitative disclosures should be made to
clarify a circumstance  whereby an investment's fair value that is below cost is
not  considered  other-than  temporary.  The provisions of this consensus do not
have a significant effect on our financial position or operating results.

In November  2003,  the EITF reached a consensus on Issue 03-10,  APPLICATION OF
EITF  02-16  BY   RESELLERS  TO  SALES   INCENTIVES   OFFERED  TO  CONSUMERS  BY
MANUFACTURERS,  addressing  how a reseller is to account for the redemption of a
manufacturer's  coupon by a consumer at the  reseller's  location  (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value of
consideration  received  as a  reduction  in  costs of goods  sold,  but  rather
mandates  that it be  recorded  as  revenue.  EITF  03-10 is  applicable  to new
arrangements,  including modifications to existing arrangements, entered into in
fiscal  periods  beginning  after  November 25,  2003.  The  provisions  of this
consensus  do not  have  a  significant  effect  on our  financial  position  or
operating results.

In  December  2003,  the FASB  issued SFAS No. 132  (revised  2003),  EMPLOYERS'
DISCLOSURES  ABOUT  PENSION  AND OTHER  POSTRETIREMENT  BENEFITS.  SFAS No.  132
(revised  2003)  revises  employers'  disclosure  about  pension plans and other
postretirement  benefit plans.  The statement does not change the measurement or
recognition  of those plans required by SFAS No. 87,  EMPLOYERS'  ACCOUNTING FOR
PENSIONS, SFAS No. 88, EMPLOYERS' ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF
DEFINED BENEFIT PENSION PLANS AND FOR  TERMINATION  BENEFITS,  and SFAS No. 106,
EMPLOYERS'  ACCOUNTING FOR  POSTRETIREMENT  BENEFITS  OTHER THAN  PENSIONS.  The
revised statement retains the disclosure  requirements contained in the original
SFAS No. 132 and requires additional disclosures about the assets,  obligations,
cash flows,  and net periodic  cost of defined  benefit  plans and other defined
benefit  postretirement  plans.  The revised  statement is effective  for fiscal
years ending after December 15, 2003.The  Adoption of SFAS No. 132 (revised) did
not affect our financial condition or results of operation.

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.

                                      F-7

<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002



NOTE 2. STOCKHOLDERS' EQUITY (CONTINUED)

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 2003,  2002,  2001, and
since  inception.  As of June 30, 2003 and 2002 and  December 31, 2002 and 2001,
and since inception, the Company had no dilutive potential common shares.


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.



                                      F-8

<PAGE>

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      JUNE 30, 2003, AND DECEMBER 31, 2002



NOTE 3. INCOME TAXES (CONTINUED)

The  components of the Company's  deferred tax asset as of December 31, 2002 and
2001 is as follows:

                                                      2002                 2001
                                           _______________     ________________
    Net operating loss carryforward        $        13,872     $         12,387

    Valuation allowance                            (13,872)             (12,387)
                                           _______________     ________________

    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:

<TABLE>
<CAPTION>

                                                     2002             2001      Since Inception
                                           ______________       __________      _______________
<S>                                        <C>                  <C>             <C>
    Tax at statutory rate                  $        1,485       $    1,752      $        13,872

    Increase in valuation allowance                (1,485)          (1,752)             (13,872)
                                           ______________       __________      _______________
    Net deferred tax asset                 $            0       $        0      $             0

</TABLE>

The net federal  operating loss carry forward will expire between 2016 and 2022.
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.

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, 2002 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, 2002, we had total liabilities of $37,534 and as of June
30, 2003, we had total liabilities of $37,534. As of December 31, 2002, we had a
negative net worth of $37,534 and as June 30, 2003, we had a negative net worth
of $37,534.

     We have had no revenues from inception through December 31, 2002 and we had
no revenues for the period ended June 30, 2003. We have a loss from inception
through December 31, 2002 of $39,634 and a loss from inception through June 30,
2003 of $39,634.


                                      -5-


<PAGE>


     We have officer's advances of $37,534 from inception to June 30, 2003.  The
officer's advances as of December 31, 2002 were $37,534.

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 01, 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-