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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, 2002.

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 registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 88-0407936                          
|                                                               |  |                                     
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|6767 Tropicana Avenue, Suite 207
Las Vegas, Nevada             |  | 89103                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

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

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

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



| |  | At March 31, 2002, there were outstanding 8,400,000 shares of the
Registrants Common Stock, $.004 par value.
| |  | -------------------------------------------------------------------------------------------------------------

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

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TABLE OF CONTENTS



|                             |                                                                                                |                                    |  |  |  |  |  | 
|---------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION
|                             | Item I. Financial Statements                                                                  
|                             |                                                                                                | BALANCE SHEETS                    
|                             |                                                                                                | STATEMENTS OF INCOME              
|                             |                                                                                                | STATEMENTS OF STOCKHOLDERS EQUITY
|                             |                                                                                                | STATEMENTS OF CASH FLOWS          
|                             |                                                                                                | NOTES TO FINANCIAL STATEMENTS     
|                             | Item II. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item III. Qualitative and Quantitative Disclosures About Market Risk.                         
|PART II OTHER INFORMATION   
|                             | Item 1  Legal Proceedings                                                                    
|                             | Item 2  Changes in the Rights of the Companys Security Holders                              
|                             | Item 3  Defaults by the Company on its Senior Securities                                     
|                             | Item 4  Submission of Matter to Vote of Security Holders                                     
|                             | Item 5  Other Information                                                                    
|                             | Item 6  Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                   
|EXHIBIT 23.1                



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PART I
FINANCIAL INFORMATION




Item I. Financial Statements

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

CONTENTS

|                                                         |  |  |      | 
|-------------------------------------------------------- |  |  | ---- | 
|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 | 
|                                                        

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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, 2002 and December 31, 2001,
and the related statements of income, stockholders equity, and cash flows for
the three months ended March 31, 2002, the year then ended December 31, 2001 and
the period November 25, 1996 (inception) through March 31, 2002. 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 December 31, 2000 were audited by other auditors whose has ceased
operations and whose report dated January 4, 2000 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, 2002 and December 31, 2001 and the
results of its operations and cash flows for the three months ended March 31,
2002, the year ended December 31, 2001, and the period November 25, 1996
(inception) through March 31, 2002, 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.

Kyle L. Tingle
Certified Public Accountant
May 22, 2002
Henderson, Nevada

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

|                                     |                                                                                      |                            |                                            |         |           |   |              |         |         |   | 
|------------------------------------ | ------------------------------------------------------------------------------------ | -------------------------- | ------------------------------------------ | ------- | --------- | - | ------------ | ------- | ------- | - | 
|                                     |                                                                                      |                            |                                            |         | March 31, |   | December 31,
|                                     |                                                                                      |                            |                                            |         | 2002      |   | 2001        
|                                     |                                                                                      |                            |                                            |         |           |   |             
|ASSETS                              
|CURRENT ASSETS                       |                                                                                      | $                          | 0                                          |         |           | $ | 0            |        
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|                                     |                                                                                      | Total current assets       |                                            | $       | 0         |   |              | $       | 0       |  
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|                                     |                                                                                      |                            | Total assets                               |         | $         | 0 |              |         | $       | 0 | 
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|LIABILITIES AND STOCKHOLDERS EQUITY
|CURRENT LIABILITIES                  |                                                                                      |                            |                                            |         |           |   |              |        
|                                     | Accounts payable                                                                     |                            | $                                          | 3,521   |           |   | $            | 546     |        
|                                     | Officers advances (Note 7)                                                           |                            |                                            | 32,744  |           |   |              | 32,744  |        
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|                                     |                                                                                      | Total current liabilities  |                                            | $       | 36,265    |   |              | $       | 33,290  |  
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|STOCKHOLDERS EQUITY                 |                                                                                      |                            |                                            |         |           |   |              |        
|                                     | Common stock: $.004 par value;
authorized 25,000,000 shares;
issued and outstanding: |                            |                                            |         |           |   |              |         |        
|                                     | 8,400,000 shares at December 31, 2001:                                               |                            | $                                          |         |           |   | $            | 33,600  |        
|                                     | 8,400,000 shares at March 31, 2002;                                                  |                            |                                            | 33,600  |           |   |              |         |        
|                                     | Additional Paid In Capital                                                           |                            |                                            | (31,500 | )         |   |              | (31,500 | )      
|                                     | Accumulated deficit during development stage                                         |                            |                                            | (38,365 | )         |   |              | (35,390 | )      
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|                                     |                                                                                      | Total stockholders equity |                                            | $       | (36,265   | ) |              | $       | (33,290 | )
|                                     |                                                                                      |                            |                                            |         |           |   |              |        
|                                     |                                                                                      |                            | Total liabilities and
stockholders equity |         | $         | 0 |              |         | $       | 0 | 
|                                     |                                                                                      |                            |                                            |         |           |   |              |        

See Accompanying Notes to Financial Statements.

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

|                                             |                                                      |                  |       |                    |        |             |       |                |        |              |       |           |        |   |        |           |         |   |        |           |         |  
|-------------------------------------------- | ---------------------------------------------------- | ---------------- | ----- | ------------------ | ------ | ----------- | ----- | -------------- | ------ | ------------ | ----- | --------- | ------ | - | ------ | --------- | ------- | - | ------ | --------- | ------- | -
|                                             |                                                      |                  |       | Three months ended |        | Years Ended |       | Nov. 25, 1996 
|                                             |                                                      |                  |       |                    |        |             |       | (inception) to
|                                             |                                                      |                  |       | March 31,          |        | March 31,   |       | December 31,   |        | December 31, |       | March 31,
|                                             |                                                      |                  |       | 2002               |        | 2001        |       | 2001           |        | 2000         |       | 2002     
|                                             |                                                      |                  |       |                    |        |             |       |                |        |              |       |          
|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 |                                                      |                  | 2,975 |                    |        |             | 2,205 |                |        |              | 5,005 |           |        |   | 26,210 |           |         |   | 38,365 |          
|                                             |                                                      |                  |       |                    |        |             |       |                |        |              |       |           |        |   |        |           |         |   |        |          
|                                             |                                                      | Operating (loss) |       | $                  | (2,975 | )           |       | $              | (2,205 | )            |       | $         | (5,005 | ) |        | $         | (26,210 | ) |        | $         | (38,365 | )
|Nonoperating income (expense)                |                                                      |                  | 0     |                    |        |             | 0     |                |        |              | 0     |           |        |   | 0      |           |         |   | 0      |          
|                                             |                                                      |                  |       |                    |        |             |       |                |        |              |       |           |        |   |        |           |         |   |        |          
|                                             | Net (loss)                                           |                  | $     | (2,975             | )      |             | $     | (2,205         | )      |              | $     | (5,005    | )      |   | $      | (26,210   | )       |   | $      | (38,365   | )      
|                                             |                                                      |                  |       |                    |        |             |       |                |        |              |       |           |        |   |        |           |         |   |        |          
|                                             | 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.

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FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS EQUITY

|                                                          |  |              |           |            |  |             |        |       |         |   |         |   |  |             |         |  
|--------------------------------------------------------- |  | ------------ | --------- | ---------- |  | ----------- | ------ | ----- | ------- | - | ------- | - |  | ----------- | ------- | -
|                                                          |  |              |           |            |  |             |        |       |         |   |         |   |  | Accumulated
|                                                          |  |              |           |            |  |             |        |       |         |   |         |   |  | (Deficit)  
|                                                          |  | Common Stock |           | Additional |  | During     
|                                                          |  |              |           | Paid-In    |  | Development
|                                                          |  | Shares       |           | Amount     |  | Capital     |        | Stage
|                                                          |  |              |           |            |  |             |        |      
|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), March 31, 2002                                |  |              |           |            |  |             |        |       |         |   |         |   |  |             | (2,975  | )
|Balance, March 31, 2002                                   |  |              | 8,400,000 |            |  | $           | 33,600 |       |         | $ | (31,500 | ) |  | $           | (38,365 | )
|                                                          |  |              |           |            |  |             |        |       |         |   |         |   |  |             |         |  

See Accompanying Notes to Financial Statements.

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FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |         |        |  
|------------------------------------ | --------------------------------------------------------------------------- | --------------------------------------- | - | ------------------ | - | ----------- | - | -------------- | - | ------------ | - | --------- | - | - | - | ------ | - | - | - | ------- | ------ | -
|                                     |                                                                             |                                         |   | Three months ended |   | Years Ended |   | Nov. 25, 1996 
|                                     |                                                                             |                                         |   |                    |   |             |   | (inception) to
|                                     |                                                                             |                                         |   | March 31,          |   | March 31,   |   | December 31,   |   | December 31, |   | March 31,
|                                     |                                                                             |                                         |   | 2002               |   | 2001        |   | 2001           |   | 2000         |   | 2002     
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |          
|Cash Flows From
Operating Activities |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |        
|                                     | Net (loss)                                                                  |                                         | $ | (2,975             | ) |             | $ | (2,205         | ) |              | $ | (26,210   | ) |   | $ | (1,725 | ) |   | $ | (38,365 | )     
|                                     | Adjustments to reconcile
net (loss) to cash
(used in) operating
activities: |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |         |       
|                                     | Changes in assets and liabilities                                           |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |         |       
|                                     | Increase in accounts payable                                                |                                         |   | 2,975              |   |             |   | 2,130          |   |              |   | 0         |   |   |   | 0      |   |   |   | 3,521   |       
|                                     | Increase in officer advances                                                |                                         |   | 0                  |   |             |   | 75             |   |              |   | 26,210    |   |   |   | 1,725  |   |   |   | 32,744  |       
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |        
|                                     |                                                                             | 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 |        
|                                     |                                                                             |                                         |   |                    |   |             |   |                |   |              |   |           |   |   |   |        |   |   |   |        

See Accompanying Notes to Financial Statements.

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FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002, and December 31, 2001

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, 2002 and December 31, 2001.

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.

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FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002, and December 31, 2001

Note 2. Stockholders Equity

Common stock

The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On November 30, 1996, the Company issued 21,000 shares of
its no par value common stock in consideration of $2,100 in cash.

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

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

On October 19, 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 19, 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 2002, 2001, 2000, and
since inception. As of March 31, 2002 and 2001 and December 31, 2001 and 2000,
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
March 31, 2002, and December 31, 2001

Note 3. Income Taxes

There is no provision for income taxes for the period ended March 31, 2002, 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,
2002 is as follows:

|                                 |  |   |         |  
|-------------------------------- |  | - | ------- | -
|Net operating loss carry forward |  | $ | 38,365  |  
|Valuation allowance              |  | $ | (38,365 | )
|                                 |  |   |         |  
|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 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.

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

The Company has no current business activities and has no assets or
operations. The Company has had no preliminary negotiations to effectuate a
business combination. The majority shareholders have had preliminary
negotiations which, if consummated, may result in a change in control. The
Company has been informed that, if, pursuant to any arrangement or understanding
with the person or persons acquiring securities in a transaction subject to the
Securities Exchange Act of 1934, as amended, 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.

The Company is dependent upon its officers to meet any de minimis costs
which it may incur. 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. As
part of any transaction which may result in the change in control of the
Company, Ginger B. Quealy may forgive the indebtedness owed to her by the
Company. The Company will then be dependent upon its new officer and directors
or others to meet any costs and expenses incurred.

Since the Company has had no operating history nor any

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revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood continue to 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 completing 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




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
| | --- |  | -------------

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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, and (ii) discussions with the independent auditors the matters
required to be discussed by the Statement On Auditing Standards No. 61 and No.
90, 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 auditor 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

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

23.1 Consent of Kyle L. Tingle, CPA.

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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 23, 2002 |  | FLICKERING STAR FINANCIALS, INC.
|                    |  | By:                              |  | /s/ Ginger B. Quealy      
|                    |  |                                  |  |                           
|                    |  |                                  |  | Ginger B. Quealy
President

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