<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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)


                      2980 S. Rainbow Boulevard, Suite 108
                             Las Vegas, Nevada 89146
                 ----------------------------------------------
                 (Former name, former address and former fiscal
                      year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

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

        At March 31, 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]



                                      -1-
<PAGE>   2

                                     PART I

                              FINANCIAL INFORMATION

Item I.   Financial Statements


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


<TABLE>
<S>                                                                        <C>
INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS                      3
-------------------------------------------------------------------------------
FINANCIAL STATEMENTS

   Balance Sheets                                                             4

   Statements of Income                                                       5

   Statements of Stockholders' Equity                                         6

   Statements of Cash Flows                                                   7

   Notes to Financial Statements                                           8-10
--------------------------------------------------------------------------------
</TABLE>




                                       -2-
<PAGE>   3

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Flickering Star Financial, Inc.
Las Vegas, Nevada


I have audited the accompanying balance sheets of Flickering Star Financial,
Inc. (A Development Stage Company) as of March 31, 2001 and December 31, 2000,
and the related statements of income, stockholders' equity, and cash flows for
the three months ended March 31, 2001, the year then ended December 31, 2000 and
the period November 25, 1996 (inception) through March 31, 2001. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit. The
financial statements of Flickering Star Financial, Inc. (A Development Stage
Company) as of March 31, 2000 and December 31, 1999 were audited by other
auditors whose has ceased operations and whose reports dated May 15, 2000 and
January 4, 2000, respectively, expressed an unqualified opinion on those
statements.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Flickering Star Financial, Inc. (A
Development Stage Company) as of March 31, 2001 and December 31, 2000 and the
results of its operations and cash flows for the three months ended March 31,
2001, the year ended December 31, 2000, and the period November 25, 1996
(inception) through March 31, 2001, in conformity with generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is also
described in Note 4. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ Kyle L. Tingle



Kyle L. Tingle
Certified Public Accountant

May 4, 2001
Henderson, Nevada



                                      -3-
<PAGE>   4

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

<TABLE>
<CAPTION>

                                                               March 31,    December 31,
                                                                    2001            2000
                                                               ---------    ------------
<S>                                                            <C>            <C>
                                     ASSETS

CURRENT ASSETS                                                 $      0       $      0
                                                               --------       --------

          Total current assets                                 $      0       $      0
                                                               --------       --------

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


                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                           $  2,130       $      0
    Officers advances (Note 7)                                   28,360         28,285
                                                               --------       --------
          Total current liabilities                            $ 30,490       $ 28,285
                                                               --------       --------

STOCKHOLDERS' EQUITY
    Common stock: $.001 par value;
    authorized 25,000,000 shares;
    issued and outstanding:
    2,100,000 shares at December 31, 2000:                     $              $  2,100
    2,100,000 shares at March 31, 2001;
                                                                                 2,100
    Additional Paid In Capital                                        0              0
    Accumulated deficit during development stage                (32,590)       (30,385)
                                                               --------       --------
          Total stockholders' equity                           $(30,490)      $(28,285)
                                                               --------       --------
                Total liabilities and
                stockholders' equity                           $      0       $      0
                                                               ========       ========
</TABLE>


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                      -4-
<PAGE>   5

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

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED                   YEARS ENDED            NOV. 25, 1996
                                    ---------------------------    -----------------------------  (INCEPTION) TO
                                      MARCH 31,       MARCH 31,    DECEMBER 31,     DECEMBER 31,       MARCH 31,
                                           2001            2000            2000             1999            2001
                                    -----------     -----------    ------------     ------------  --------------
<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                 2,205          22,306          28,310           1,725          32,590
                                    -----------     -----------     -----------     -----------     -----------
       OPERATING (LOSS)             $    (2,205)    $   (22,306)    $   (28,310)    $    (1,725)    $   (32,590)

NONOPERATING INCOME (EXPENSE)                 0               0               0               0               0
                                    -----------     -----------     -----------     -----------     -----------
   NET (LOSS)                       $    (2,205)    $   (22,306)    $   (28,310)    $    (1,725)    $   (32,590)
                                    ===========     ===========     ===========     ===========     ===========
   NET (LOSS) PER SHARE, BASIC
     AND DILUTED (NOTE 2)           $     (0.00)    $     (0.01)    $     (0.01)    $     (0.00)    $     (0.01)
                                    ===========     ===========     ===========     ===========     ===========
   AVERAGE NUMBER OF SHARES
     OF COMMON STOCK
     OUTSTANDING                      2,100,000       2,100,000       2,100,000        2,100,00       2,100,000
                                    ===========     ===========     ===========     ===========     ===========
</TABLE>


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

                                      -5-
<PAGE>   6

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

<TABLE>
<CAPTION>
                                                                                         ACCUMULATED
                                                                                          (DEFICIT)
                                               COMMON STOCK               ADDITIONAL        DURING
                                        ---------------------------        PAID-IN        DEVELOPMENT
                                          SHARES           AMOUNT          CAPITAL           STAGE
                                        ----------       ----------       ----------      -----------
<S>                                      <C>             <C>              <C>             <C>
BALANCE, DECEMBER 31, 1998               2,100,000       $    2,100       $        0      $   (2,450)

SEPTEMBER 3, 1999, CHANGED FROM NO
   PAR VALUE TO $.001                                        (2,079)           2,079

SEPTEMBER 3, 1999, FORWARD STOCK
   100:1                                                      2,079           (2,079)

NET (LOSS), DECEMBER 31, 1999                                                                 (1,725)
                                        ----------       ----------       ----------      ----------
BALANCE, DECEMBER 31, 1999               2,100,000       $    2,100       $        0      $   (4,175)

NET (LOSS), DECEMBER 31, 2000                                                                (26,210)
                                        ----------       ----------       ----------      ----------
BALANCE, DECEMBER 31, 2000               2,100,000       $    2,100       $        0      $  (30,385)

NET (LOSS) JANUARY 1, 2001 TO
  MARCH 31, 2000                                                                              (2,205)
                                        ----------       ----------       ----------      ----------
BALANCE, MARCH 31, 2001                  2,100,000       $    2,100       $        0      $  (32,590)
                                        ==========       ==========       ==========      ==========
</TABLE>





SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                                      -6-
<PAGE>   7

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

<TABLE>
<CAPTION>

                                       THREE MONTHS ENDED                YEARS ENDED           NOV. 25, 1996
                                    -------------------------    ---------------------------  (INCEPTION) TO
                                      MARCH 31,     MARCH 31,    DECEMBER 31,   DECEMBER 31,       MARCH 31,
                                           2001          2000            2000           1999            2001
                                    -----------   -----------    ------------   ------------  --------------
<S>                                 <C>           <C>             <C>           <C>            <C>

CASH FLOWS FROM
OPERATING ACTIVITIES
  NET (LOSS)                       $    (2,205)   $  (22,306)     $   (26,210)   $    (1,725)    $ (32,590)
  ADJUSTMENTS TO RECONCILE
  NET (LOSS) TO CASH
  (USED IN) OPERATING
  ACTIVITIES:
  CHANGES IN ASSETS
  AND LIABILITIES
  INCREASE IN ACCOUNTS PAYABLE           2,130             0                0              0         2,130

  INCREASE IN OFFICER ADVANCES              75        22,306           26,210          1,725        28,360
                                   -----------    ----------      -----------    -----------     ---------
        NET CASH (USED IN)
          OPERATING ACTIVITIES     $         0    $        0      $         0    $         0     $  (2,100)
                                   -----------    ----------      -----------    -----------     ---------
CASH FLOWS FROM
INVESTING ACTIVITIES               $         0    $        0      $         0    $         0     $       0
                                   -----------    ----------      -----------    -----------     ---------
CASH FLOWS FROM
FINANCING ACTIVITIES
   ISSUANCE OF COMMON STOCK                  0             0                0              0         2,100
                                   -----------    ----------      -----------    -----------     ---------

        NET CASH (USED IN)
         FINANCING ACTIVITIES      $              $        0      $         0    $         0     $   2,100
                                   -----------    ----------      -----------    -----------     ---------

        NET INCREASE (DECREASE)
            IN CASH                $         0    $        0      $         0    $         0     $       0

CASH, BEGINNING OF PERIOD                    0             0                0              0     $       0
                                   -----------    ----------      -----------    -----------     ---------

CASH, END OF PERIOD                $         0    $        0      $         0    $         0     $       0
                                   -----------    ----------      -----------    -----------     ---------
</TABLE>





SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



                                      -7-
<PAGE>   8

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 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 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 MARCH 31, 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 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.

      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 SPO 98-5, THERE HAS BEEN LITTLE TO NO EFFECT ON THE COMPANY'S
      FINANCIAL STATEMENTS.



                                      -8-
<PAGE>   9

                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                      MARCH 31, 2001, AND DECEMBER 31, 2000


NOTE 2.STOCKHOLDERS' EQUITY

      COMMON STOCK

      THE AUTHORIZED COMMON STOCK OF THE COMPANY CONSISTS OF 25,000,000 SHARES
      WITH PAR VALUE OF $0.001. ON NOVEMBER 30, 1996, THE COMPANY ISSUED 21,000
      SHARES OF ITS NO PAR VALUE COMMON STOCK IN CONSIDERATION OF $2,100 IN
      CASH.

      ON SEPTEMBER 3, 1999, THE STATE OF NEVADA APPROVED THE COMPANY'S RESTATED
      ARTICLES OF INCORPORATION, WHICH INCREASED ITS CAPITALIZATION FROM 25,000
      COMMON SHARES TO 25,000,000 COMMON SHARES. THE NO PAR VALUE WAS CHANGED TO
      $0.001 PER SHARE.

      ON SEPTEMBER 3, 1999, THE COMPANY'S SHAREHOLDERS APPROVED A FORWARD SPLIT
      OF ITS COMMON STOCK AT ONE HUNDRED SHARES FOR ONE SHARE OF THE EXISTING
      SHARES. THE NUMBER OF COMMON STOCK SHARES OUTSTANDING INCREASED FROM
      21,000 TO 2,100,000. PRIOR PERIOD INFORMATION HAS BEEN RESTATED TO REFLECT
      THE STOCK SPLIT

      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 2,100,000 DURING 2001, 2000, 1999,
      AND SINCE INCEPTION. AS OF DECEMBER 31, 2001, 2000, 1999, AND SINCE
      INCEPTION, THE COMPANY HAD NO DILUTIVE POTENTIAL COMMON SHARES.

NOTE 3.INCOME TAXES

            THERE IS NO PROVISION FOR INCOME TAXES FOR THE PERIOD ENDED MARCH
      31, 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 MARCH 31, 2001 IS AS FOLLOWS:

                               NET OPERATING LOSS CARRY FORWARD     $  32,590
                               VALUATION ALLOWANCE                  $ (32,590)
                                                                    ---------
                               NET DEFERRED TAX ASSET               $       0



                                      -9-
<PAGE>   10
      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 OF 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 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 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.


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 no 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



                                      -10-
<PAGE>   11

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.


                                    PART II

                                OTHER INFORMATION
<TABLE>

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

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

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

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

Item 5 -  Other Information
</TABLE>

         (a)    Board Meeting


                                      -11-
<PAGE>   12

      The board held one meeting during the current quarter, 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.

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


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.



                                      -12-
<PAGE>   13

                                    SIGNATURE

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

Dated: May 11, 2001                 FLICKERING STAR FINANCIAL, INC.



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



                                      -13-