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Commission File No. 000-28867

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-KSB

|       |  |                                                                                         
|------ |  | ----------------------------------------------------------------------------------------
|[X]    |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|       |  |                                                                                         
|       |  | For the Fiscal Year Ended: December 31, 2001                                            
|       |  |                                                                                         
|[    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From __ to __

FLICKERING STAR FINANCIAL, INC.

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(Exact Name of Small Business Issuer as Specified in its Charter)


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

| |                            |               
| | -------------------------- | --------------
| | Issuers telephone
number: | (702) 248-1047

Securities to be registered pursuant to Section 12(b) of the Act:

none

Securities to be registered pursuant to Section 12(g) of the Act:

$.001 Common Stock

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(Title of Class)


Check 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 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 [   ]

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be





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contained, to the best
of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to
this Form 10-K. /X/

As of December 31, 2001, there were 2,100,000 shares of the registrants
Common Stock, $.001 par value, outstanding.

The aggregate market value of shares of Common Stock held by
non-affiliates of the registrant is $-0-.

State the registrants revenues for the December 31, 2001 fiscal year:
$-0-.





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TABLE OF CONTENTS



|             |                                                                                                                          |  |  |  |  |  |  | 
|------------ | ------------------------------------------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|             | Item 1. Description of Business.                                                                                        
|             | Item 2. Description of Property.                                                                                        
|             | Item 3. Legal Proceedings.                                                                                              
|             | Item 4. Submission of Matter to Vote of Security Holders.                                                               
|             | Item 5. Market for Common Company Equity and Related Stockholder Matter.                                                
|             | Item 6. Managements Discussion and Analysis or Plan of Operation                                                       
|             | Item 7. Financial Statements.                                                                                           
|             | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.                           
|             | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.
|             | Item 10. Executive Compensation.                                                                                        
|             | Item 11. Security Ownership of Certain Beneficial Owners and Management.                                                
|             | Item 12. Certain Relationships and Related Transactions.                                                                
|             | Item 13. Exhibits and Reports on Form 8-K.                                                                              
|SIGNATURES  
|EXHIBIT 23.1



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TABLE OF CONTENTS

|         |  |                                                                                                                 |  |           |    |      |  | 
|-------- |  | --------------------------------------------------------------------------------------------------------------- |  | --------- | -- | ---- |  | 
|         |  |                                                                                                                 |  |           |    | Page
|         |  |                                                                                                                 |  |           |    |     
|Item 1.  |  | Description of Business                                                                                         |  |           | 1  |     
|Item 2.  |  | Description of Property                                                                                         |  |           | 13 |     
|Item 3.  |  | Legal Proceedings                                                                                               |  |           | 14 |     
|Item 4.  |  | Submission of Matter to Vote of Security Holders                                                                |  |           | 14 |     
|Item 5.  |  | Market for Common Registrant Equity and Related Stockholder Matter                                              |  |           | 14 |     
|Item 6.  |  | Managements Discussion and Analysis or Plan of Operation                                                       |  |           | 15 |     
|Item 7.  |  | Financial Statements                                                                                            |  |           | 15 |     
|Item 8.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  |           |    |     
|Item 9.  |  | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act |  |           |    |     
|Item 10. |  | Executive Compensation                                                                                          |  |           |    |     
|Item 11. |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  |           |    |     
|Item 12. |  | Certain Relationships and Related Transactions                                                                  |  |           |    |     
|Item 13. |  | Exhibits and Reports on Form 8-K                                                                                |  |           |    |     
|         |  |                                                                                                                 |  | Signature |    |      |  | 

3.



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Item 1. Description of Business.

Introduction

Flickering Star Financial, Inc. (the Company) was incorporated on
November 25, 1996, under the laws of the State of Nevada. The Company has been
in the developmental stage since inception and has no operations to date.
Other than issuing shares to its original shareholders pursuant to a business
concept, the Company never commenced any operational activities. As such, the
Company can be defined as a shell company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity. The
Board of Directors of the Company has elected to commence implementation of the
Companys principal business purpose described below. The proposed business
activities described herein may now classify the Company as a blank check
company.

The Company became a reporting company on a voluntary basis because the
primary attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. In addition, the Company 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.

Risk Factors

The Companys business is subject to numerous risk factors, including the
following:



|1. |  | The Company has had no operating history nor any revenues or earnings from operations.
|-- |  | --------------------------------------------------------------------------------------

The Company has 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. There is no assurance that the Company can
identify such a business opportunity and consummate such a business
combination.



|2. |  | The Companys proposed operations is speculative.
|-- |  | -------------------------------------------------

4.



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The success of the Companys proposed plan of operation will depend to a
great extent on the operations, financial condition and management of the
identified business opportunity. While management intends to seek business
combination(s) with entities having established operating histories, there can
be no assurance that the Company will be successful in locating candidates
meeting such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of the Companys
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond the Companys control.



|3. |  | The Company faces intense competition for business opportunities and
combinations.
|-- |  | ----------------------------------------------------------------------------------

The Company is and will continue to be an insignificant participant in the
business of seeking mergers with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company
and, consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete in seeking
merger or acquisition candidates with numerous other small public companies.



|4. |  | The Company has no agreements for a business combination or other
transaction and has established no standards for a business combination.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------

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 entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,
and

5.



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without which the Company would not consider a business combination in any
form with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings, limited
assets, negative net worth or other negative characteristics.



|5. |  | The Companys success is dependent on management which has other full
time employment, has limited experience and will only devote limited part
time working for the Company which makes our future even more uncertain.
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

None of the Companys officers has entered into a written employment
agreement with the Company and none is expected to do so in the foreseeable
future. The Company has not obtained key man life insurance on any of its
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these individuals
would adversely affect development of the Companys business and its likelihood
of continuing operations.



|6. |  | The Companys officers and directors may in the future participate in
business ventures which could be deemed to compete directly with the
Company.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

Additional conflicts of interest and non-arms length transactions may
arise in the future in the event the Companys officers or directors are
involved in the management of any firm with which the Company transacts
business. Management has adopted a policy that the Company will not seek a
merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own
or hold any ownership interest.



|7. |  | The reporting requirements under federal securities law may delay or
prevent the Company from making certain acquisitions.
|-- |  | --------------------------------------------------------------------------------------------------------------------------

Sections 13 and 5(d) of the Securities Exchange Act of 1934 (the 1934
Act), require companies subject thereto to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the

6.



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Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the 1934 Act are applicable.

7.



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|8. |  | The Company has neither conducted, nor have others made available to it,
results of market research indicating that any market demand exists for
the transactions contemplated by the Company.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company does not have, and does not plan to establish, a marketing
organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.



|9. |  | The Companys plan of operation may not permit diversification.
|-- |  | ---------------------------------------------------------------

The Companys proposed operations, even if successful, will in all
likelihood result in the Company engaging in a business combination with a one
limited business opportunity. Consequently, the Companys activities may be
limited to those engaged in by business opportunities which the Company merges
with or acquires. The Companys inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated
with the Companys operations.



|10. |  | The Investment Company Act of 1940 creates a situation wherein the
Company would be required to register and could be required to incur
substantial additional costs and expenses.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although the Company will be subject to regulation under the 1934 Act,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company
has obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject the Company to
material adverse consequences.

8.



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|11. |  | The present management of the Company most likely will not remain after
the Company completes a business combination.
|--- |  | ---------------------------------------------------------------------------------------------------------------------

A business combination involving the issuance of the Companys Common
Stock will, in all likelihood, result in shareholders of a private company
obtaining a controlling interest in the Company. Any such business combination
may require management of the Company to sell or transfer all or a portion of
the Companys Common Stock held by them, or resign as members of the Board of
Directors of the Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors of the Company
and a corresponding reduction in or elimination of their participation in the
future affairs of the Company.



|12. |  | At the time the Company does any business combination, each shareholder
will most likely hold a substantially lesser percentage ownership in the
Company.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

The Companys primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would result in
the Company issuing securities to shareholders of any such private company.
The issuance of previously authorized and unissued Common Stock of the Company
would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control
or management of the Company.



|13. |  | A blank-check company faces substantial additional adverse business and
legal consequences.
|--- |  | -------------------------------------------------------------------------------------------

The Company may enter into a business combination with an entity that
desires to establish a public trading market for its shares. A business
opportunity may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted for the
protection of investors.



|14. |  | Federal and state tax consequences will, in all likelihood, be a major
consideration in any business combination in which the Company may
undertake.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

Currently, such transactions may be structured so as to

9.



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result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization
or that the parties will obtain the intended tax-free treatment upon a transfer
of stock or assets. A non-qualifying reorganization could result in the
imposition of both federal and state taxes which may have an adverse effect on
both parties to the transaction.



|15. |  | The requirement of audited financial statements may disqualify business
opportunities.
|--- |  | --------------------------------------------------------------------------------------

Management of the Company believes that any potential business opportunity
must provide audited financial statements for review, for the protection of all
parties to the business combination. One or more attractive business
opportunities may choose to forego the possibility of a business combination
with the Company, rather than incur the expenses associated with preparing
audited financial statements.



|16. |  | If the Company issues additional or future shares, the present investors
per share percentage interest in the Company may be diluted.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

Any merger or acquisition effected by the Company can be expected to have
a significant dilutive effect on the percentage of shares held by the Companys
then shareholders.



|17. |  | The Companys common stock may never be public traded and an investor may
have no ability to sell the shares.
|--- |  | -------------------------------------------------------------------------------------------------------------

The Company plans to seek a listing on the Over The Counter (OTC)
Bulletin Board. The Company will contact a market maker to seek the listing on
our behalf.

Only market makers can apply to quote securities. Market makers who
desire to initiate quotations in the OTC Bulletin Board system must complete an
application (Form 211) and by doing so, will have to represent that it has
satisfied all applicable requirements of the Securities and Exchange Commission
Rule 15c2-11 and the filing and information requirements promulgated under the
National Association of Securities Dealers (NASD) Bylaws. The OTC Bulletin
Board does not charge the Company a fee for being quoted on the service. NASD
rules prohibit market makers from accepting any remuneration in return

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for
quoting issuers securities on the OTC Bulletin Board or any similar medium.
The Company intends to be subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended, and, as such, we may be deemed
compliant with Rule 15c2-11. The NASD Regulation, Inc. will review the
market makers application and if cleared, it cannot be assumed by any investor
that any federal, state or self-regulatory requirements other than certain NASD
rules and Rule 15c2-11 have been considered by the NASD Regulation, Inc.
Furthermore, the clearance should not construed by any investor as indicating
that the NASD Regulation, Inc., the Securities and Exchange Commission or any
state securities commission has passed upon the accuracy or adequacy of the
documents contained in the submission.

The Company has not contacted any market maker for sponsorship of its
shares on the OTC Bulletin Board.

The OTC Bulletin Board is a market maker or dealer-driven system offering
quotation and trading reporting capabilities  a regulated
quotation service 
that displays real-time quotes, last-sale prices, and volume information in OTC
equity securities. The OTC Bulletin Board securities are not listed and traded
on the floor of an organized national or regional stock exchanges. Instead,
OTC Bulletin Board securities transactions are conducted through a telephone
and computer network connecting market makers or dealers in stocks.

If the Company is unable to obtain a market maker to sponsor a listing,
the Company will be unable to develop a trading market for the Common Stock.
The Company may be unable to locate a market maker that will agree to sponsor
our securities. Even if the Company does locate a market maker, there is no
assurance that its securities will be able to meet the requirements for a
quotation or that the securities will be accepted for listing on the OTC
Bulletin Board.

Plan of Operation

The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company has no particular acquisitions in mind and limited
into any negotiations regarding such an acquisition. Certain of the Companys
officers, directors, promoters or affiliates have engaged in any preliminary
contact or discussions with a representative of another company regarding the
possibility of an acquisition or merger between the Company and such other
company as of the date of this Form 10KSB.

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General Business Plan

The Companys purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the advantages of a company who
has complied with the 1934 Act. The Company will not restrict its search to
any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Companys virtually unlimited discretion to search for
and enter into potential business opportunities. Management anticipates that
it may be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.

The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.

The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the benefits of an Issuer who has complied with the 1934 Act.
Such benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes), for all shareholders.

The Company has made no determination as to whether or not it will file
periodic reports in the event its obligation to file such reports is suspended
under the 1934 Act. 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 1934 Act reporting requirements, provided that she is an
officer and director of the Company when the obligation

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is incurred.

It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
no capital with which to pay these anticipated expenses, present management of
the Company will pay these charges with their personal funds, as interest free
loans to the Company or as capital contributions. However, if loans, the only
opportunity which management has to have these loans repaid will be from a
prospective merger or acquisition candidate.

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Acquisition of Opportunities

In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may
also acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the
Companys directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Companys
shareholders or may sell their stock in the Company.

It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.

While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called tax-free reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the Code).

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with the Companys attorneys and accountants, will set forth
remedies on default and will include miscellaneous other terms.

The Company will not acquire or merge with any entity which cannot provide
independent audited financial statements within a reasonable period of time
after closing of the proposed transaction. The Company is subject to all of
the reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities
and Exchange Commission upon consummation of a merger or acquisition, as well
as the Companys

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audited financial statements included in its annual report on
Form 10-KSB (or 10-K, as applicable).

Competition

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Companys combined extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Companys competitors.

Investment Company Act of 1940

Although the Company will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, management believes the Company will
not be subject to regulation under the Investment Company Act of 1940 insofar
as the Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register
as an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.

Employees

The Company has no full time or part-time employees.

None of the officers and directors anticipates devoting more than ten
(10%) percent of his or her time to Company activities. The Companys
President and Secretary have agreed to allocate a portion of said time to the
activities of the Company, without compensation. These officers anticipate
that the business plan of the Company can be implemented by their devoting
minimal time per month to the business affairs of the Company and,
consequently, conflicts of interest may arise with respect to the limited time
commitment by such officers.

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Item 2. Description of Property.

The Company has no properties and at this time has no agreements to
acquire any properties.

The Company presently occupies office space supplied by an shareholder of
the Company at 6767 Tropicana Avenue, Suite 207, Las Vegas, Nevada 89103. This
space is provided to the Company on a rent free basis, and it is anticipated
that this arrangement will remain until such time as the Company successfully
consummates a merger or acquisition. Management believes that this arrangement
will meet the Companys needs for the foreseeable future.




Item 3. Legal Proceedings.

There is no litigation pending or threatened by or against the Company.




Item 4. Submission of Matter to Vote of Security Holders.

There has been no matters submitted to the Companys security holders.




Item 5. Market for Common Company Equity and Related Stockholder Matter.

(a)  Market Price.

There is no trading market for the Companys Common Stock at present and
there has been no trading market to date. There is no assurance that a trading
market will ever develop or, if such a market does develop, that it will
continue. The Company intends to request a broker-dealer to make application
to the NASD Regulation, Inc. to have the Companys securities traded on the OTC
Bulletin Board Systems or published, in print and electronic media, or either,
in the Pink Sheets, LLC Pink Sheets.

The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a penny stock, for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to
certain

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exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a persons
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve
a persons account for transactions in penny stocks, the broker or dealer must
(i) obtain financial information and investment experience and objectives of
the person; and (ii) make a reasonable determination that the transactions in
penny stocks are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker or dealer must also deliver,
prior to any transaction in a penny stock, a disclosure schedule prepared by
the Commission relating to the penny stock market, which, in highlight form,
(i) sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to
be made about the risks of investing in penny stock in both public offering and
in secondary trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the securities and
the rights and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

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Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Companys securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Companys securities on a national
exchange. In such events, trading, if any, in the Companys securities may
then continue in the non-NASDAQ over-the-counter market. As a result, a
shareholder may find it more difficult to dispose of, or to obtain accurate
quotations as to the market value of, the Companys securities.

(b)  Holders.

There are twenty five (25) holders of the Companys Common Stock. On
November 30, 1996, the Company issued 2,100,000, as adjusted for a forward
stock split of its Common Stock, for cash. All of the issued and outstanding
shares of the Companys Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the Securities Act of
1933, as amended.

As of the date of this Form 10-KSB, all of the issued and outstanding
shares of the Companys Common Stock held by non-affiliates are eligible for
sale under Rule 144 promulgated under the Securities Act of 1933, as amended,
subject to certain limitations included in said Rule. In general, under Rule
144, a person (or persons whose shares are aggregated), who
has satisfied a one year holding period, under certain circumstances, may sell
within any three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding Common Stock or the average
weekly trading volume during the four calendar weeks prior to such sale. Rule
144 also permits, under certain circumstances, the sale of shares without any
quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the preceding
three months, an affiliate of the Company.

In summary, Rule 144 applies to affiliates (that is, control persons) and
nonaffiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions). Nonaffiliates
reselling

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restricted securities, as well as affiliates selling restricted or
nonrestricted securities, are not considered to be engaged in a distribution
and, therefore, are not deemed to be underwriters as defined in Section 2(11),
if six conditions are met:



|(1) |  | Current public information must be available about the issuer
unless sales are limited to those made by nonaffiliates after two
years.                                                                                                                                                                                                                                    
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | When restricted securities are sold, generally there must be
a one-year holding period.                                                                                                                                                                                                                                                                                   
|   
|(3) |  | When either restricted or nonrestricted securities are sold
by an affiliate after one year, there are limitations on the amount
of securities that may be sold; when restricted securities are sold
by non-affiliates between the first and second years, there are
identical limitations; after two years, there are no volume
limitations for resales by non-affiliates.
|   
|(4) |  | Except for sales of restricted securities made by
nonaffiliates after two years, all sales must be made in brokers
transactions as defined in Section 4(4) of the Securities Act of
1933, as amended, or a transaction directly with a market maker as
that term is defined in Section 3(a)(38) of the 1934 Act.                                                       
|   
|(5) |  | Except for sales of restricted securities made by
nonaffiliates after two years, a notice of proposed sale must be
filed for all sales in excess of 500 shares or with an aggregate
sales price in excess of $10,000.                                                                                                                                                     
|   
|(6) |  | There must be a bona fide intention to sell within a
reasonable time after the filing of the notice referred to in (5)
above.                                                                                                                                                                                                                                             

(c)  Dividends.

The Company has not paid any dividends to date, and has no plans to do so
in the immediate future.

(d)  Application of California law.

Section 2115 of the California General Corporation law, however, provides
that a corporation incorporated under the laws of a jurisdiction other than
California, but which has more than one-half of its outstanding voting
securities and which has a

19.



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majority of its property, payroll and sales in
California, based on the factors used in determining its income allocable to
California on its franchise tax returns, may be required to provide cumulative
voting until such time as the Company has its shares listed on certain national
securities exchanges, or designated as a national market security on NASDAQ
(subject to certain limitations). Accordingly, holders of the our common stock
may be entitled to one vote for each share of common stock held and may have
cumulative voting rights in the election of directors. This means that holders
are entitled to one vote for each share of common stock held, multiplied by the
number of directors to be elected, and the holder may cast all such votes for a
single director, or may distribute them among any number of all of the
directors to be elected.

Our existing directors who are also shareholders, acting in harmony, will
be able to elect all of the members of our board of directors even if Section
2115 is applicable.




Item 6. Managements Discussion and Analysis or Plan of Operation

The Company has no current business activities and has no assets or
operations. The Company is dependent upon its officers to meet any de minimis
costs which may occur.

Ginger B. Quealy, an officer of the Company, has agreed to provide the
necessary funds, without interest, for the Company to comply with the
Securities Exchange Act of 1934, as amended, provided that she is an officer
and director of the Company when the obligation is incurred. All advances are
interest-free.

In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses
without corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss
which will increase continuously until the Company can consummate a business
combination with a profitable business opportunity. There is no assurance that
the Company can identify such a business opportunity and consummate such a
business combination.




Item 7. Financial Statements.

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

CONTENTS

|                                                         |                                    |  |    |       | 
|-------------------------------------------------------- | ---------------------------------- |  | -- | ----- | 
|INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS |                                    |  | 22 |      
|FINANCIAL STATEMENTS                                     |                                    |  |    |      
|                                                         | Balance Sheets                     |  |    | 23    | 
|                                                         | Statements of Income               |  |    | 24    | 
|                                                         | Statements of Stockholders Equity |  |    | 25    | 
|                                                         | Statements of Cash Flows           |  |    | 26    | 
|                                                         | Notes to Financial Statements      |  |    | 21-29 | 

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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 December 31,
2001 and 2000, and the related statements of income, stockholders
equity, and cash flows for the years then ended, and the period
November 25, 1996 (inception) through December 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
December 31, 1999 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
December 31, 2001 and 2000 and the results of its operations and
cash flows for the years then ended, and the period November 25,
1996 (inception) through December 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.

Kyle L. Tingle, CPA, LLC

March 18, 2002
Henderson, Nevada

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

|                                     |                |                                              |                                        |                            |                                            |        |              |   |              |        |         |   | 
|------------------------------------ | -------------- | -------------------------------------------- | -------------------------------------- | -------------------------- | ------------------------------------------ | ------ | ------------ | - | ------------ | ------ | ------- | - | 
|                                     |                |                                              |                                        |                            |                                            |        | December 31, |   | December 31,
|                                     |                |                                              |                                        |                            |                                            |        | 2001         |   | 2000        
|                                     |                |                                              |                                        |                            |                                            |        |              |   |             
|ASSETS                              
|                                     | CURRENT ASSETS |                                              | $                                      | 0                          |                                            |        | $            | 0 |             
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                |                                              |                                        | Total current assets       |                                            | $      | 0            |   |              | $      | 0       |  
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                |                                              |                                        |                            | Total assets                               |        | $            | 0 |              |        | $       | 0 | 
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
|CURRENT LIABILITIES                  |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                | Accounts payable                             |                                        | $                          | 546                                        |        |              | $ | 0            |       
|                                     |                | Officers advances (Note 7)                   |                                        |                            | 32,744                                     |        |              |   | 28,285       |       
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                |                                              |                                        | Total current liabilities  |                                            | $      | 33,290       |   |              | $      | 28,285  |  
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|STOCKHOLDERS EQUITY                 |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                | Common stock: $.004 par value;               |                                        |                            |                                            |        |              |   |              |       
|                                     |                |                                              | authorized 25,000,000 shares;          |                            |                                            |        |              |   |              |        |        
|                                     |                |                                              | issued and outstanding:                |                            |                                            |        |              |   |              |        |        
|                                     |                |                                              | 8,400,000 shares at December 31, 2000: |                            | $                                          |        |              |   | $            | 33,600 |        
|                                     |                |                                              | 8,400,000 shares at December 31, 2001; |                            |                                            | 33,600 |              |   |              |        |        
|                                     |                | Additional Paid In Capital                   |                                        |                            | (31,500                                    | )      |              |   | (31,500      | )     
|                                     |                | Accumulated deficit during development stage |                                        |                            | (35,390                                    | )      |              |   | (30,385      | )     
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                |                                              |                                        | Total stockholders equity |                                            | $      | (33,290      | ) |              | $      | (28,285 | )
|                                     |                |                                              |                                        |                            |                                            |        |              |  
|                                     |                |                                              |                                        |                            | Total liabilities and
stockholders equity |        | $            | 0 |              |        | $       | 0 | 
|                                     |                |                                              |                                        |                            |                                            |        |              |  

See Accompanying Notes to Financial Statements.

23.



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

|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |               |         |  
|-------------------------------------------- | ---------------------------------------------------- | ---------------- | ----- | ------------ | ------ | ------------ | ------ | ------------ | ------- | ------------ | ----- | --------- | ------ | -------------- | ------ | ------------- | ------- | -
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        | Nov. 25, 1996
|                                             |                                                      |                  |       |              |        |              |        | Years Ended  |         |              |       |           |        | (inception) to
|                                             |                                                      |                  |       | December 31, |        | December 31, |        | December 31, |         | December 31,
|                                             |                                                      |                  |       | 2001         |        | 2000         |        | 1999         |         | 2001        
|                                             |                                                      |                  |       |              |        |              |        |              |         |             
|Revenues                                     |                                                      | $                | 0     |              |        | $            | 0      |              |         | $            | 0     |           |        | $              | 0      |              
|Cost of revenue                              |                                                      |                  | 0     |              |        |              | 0      |              |         |              | 0     |           |        |                | 0      |              
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |              
|                                             |                                                      | Gross profit     |       | $            | 0      |              |        | $            | 0       |              |       | $         | 0      |                |        | $             | 0       |  
|General, selling and
administrative expenses |                                                      |                  | 5,005 |              |        |              | 26,210 |              |         |              | 1,725 |           |        |                | 35,390 |              
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |              
|                                             |                                                      | Operating (loss) |       | $            | (5,005 | )            |        | $            | (26,210 | )            |       | $         | (1,725 | )              |        | $             | (35,390 | )
|Nonoperating income (expense)                |                                                      |                  | 0     |              |        |              | 0      |              |         |              | 0     |           |        |                | 0      |              
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |              
|                                             | Net (loss)                                           |                  | $     | (5,005       | )      |              | $      | (26,210      | )       |              | $     | (1,725    | )      |                | $      | (35,390       | )      
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |              
|                                             | Net (loss) per share, basic
and diluted (Note 2)     |                  | $     | (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     |        
|                                             |                                                      |                  |       |              |        |              |        |              |         |              |       |           |        |                |        |              

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, 1998                                |  |              | 8,400,000 |            |  | $           | 33,600 |       |  | $ | (31,500 | ) |  | $           | (2,450  | )
|September 3, 1999, changed from no
par value to $.001     |  |              |           |            |  |             |        |       |  |   |         |   |  |             |         |  
|September 3, 1999, forward stock
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 | )
|                                                          |  |              |           |            |  |             |        |       |  |   |         |   |  |             |         |  

See Accompanying Notes to Financial Statements.

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

|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |               |        |  
|------------------------------------ | --------------------------------------------------------------------------- | --------------------------------------- | - | ------------ | - | ------------ | - | ------------ | - | ------------ | - | ------ | - | -------------- | - | ------------- | ------ | -
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   | Nov. 25, 1996
|                                     |                                                                             |                                         |   |              |   |              |   | Year Ended   |   |              |   |        |   | (inception) to
|                                     |                                                                             |                                         |   | December 31, |   | December 31, |   | December 31, |   | December 31,
|                                     |                                                                             |                                         |   | 2001         |   | 2000         |   | 1999         |   | 2001        
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |             
|Cash Flows From                      |                                                                            
|Operating Activities                 |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|                                     | Net (loss)                                                                  |                                         | $ | (5,005       | ) |              | $ | (26,210      | ) |              | $ | (1,725 | ) |                | $ | (35,390       | )     
|                                     | Adjustments to reconcile net (loss)
to cash (used in) operating activities: |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |               |       
|                                     | Changes in assets and liabilities                                           |                                        
|                                     | Increase in accounts payable                                                |                                         |   | 546          |   |              |   | 0            |   |              |   | 0      |   |                |   | 546           |       
|                                     | Increase in officer advances                                                |                                         |   | 4,459        |   |              |   | 26,210       |   |              |   | 1,725  |   |                |   | 32,744        |       
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|                                     |                                                                             | Net cash (used in)
operating activities |   | $            | 0 |              |   | $            | 0 |              |   | $      | 0 |                |   | $             | (2,100 | )
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|Cash Flows From
Investing Activities |                                                                             | $                                       | 0 |              |   | $            | 0 |              |   | $            | 0 |        |   | $              | 0 |              
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|Cash Flows From
Financing Activities |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|                                     | Issuance of common stock                                                    |                                         |   | 0            |   |              |   | 0            |   |              |   | 0      |   |                |   | 2,100         |       
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|                                     |                                                                             | Net cash (used in)
financing activities |   | $            | 0 |              |   | $            | 0 |              |   | $      | 0 |                |   | $             | 2,100  |  
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|                                     |                                                                             | Net increase (decrease)
in cash         |   | $            |   |              |   | $            | 0 |              |   | $      | 0 |                |   | $             | 0      |  
|Cash, beginning of period            |                                                                             |                                         | 0 |              |   |              | 0 |              |   |              | 0 |        |   | $              | 0 |              
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              
|Cash, end of period                  |                                                                             | $                                       | 0 |              |   | $            | 0 |              |   | $            | 0 |        |   | $              | 0 |              
|                                     |                                                                             |                                         |   |              |   |              |   |              |   |              |   |        |   |                |   |              

See Accompanying Notes to Financial Statements.

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

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

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 2,100,000 during 2001, 2000, 1999,
and since inception. As of December 31, 2001, 2000 and 1999, and since
inception, the Company had no dilutive potential common shares.

28.



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

Note 3. Income Taxes

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

|                                 |  |   |         |  
|-------------------------------- |  | - | ------- | -
|Net operating loss carry forward |  | $ | 35,390  |  
|Valuation allowance              |  | $ | (35,390 | )
|                                 |  |   |         |  
|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. The officers and directors
have committed to advancing certain 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 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

There have been no changes nor any disagreements with the accountants or
the accountants findings.




Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

The members of the Board of Directors of the Company serve until the next
annual meeting of the stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
Information as to the directors and executive officers of the Company is as
follows:
30.Table of Contents

|                                                     |  |      |    |          |  |                             
|---------------------------------------------------- |  | ---- | -- | -------- |  | ----------------------------
|Name                                                 |  | Ages |    | Position
|                                                     |  |      |    |         
|Ginger B. Quealy44994 Corte ZoritaTemecula, CA 92592 |  |      | 53 |          |  | President/Director          
|                                                    
|                                                    
|                                                    
|                                                    
|Gerald W. Quealy44994 Corte ZoritaTemecula, CA 92592 |  |      | 55 |          |  | Secretary/Treasurer/Director
|                                                    
|                                                    
|                                                    
|                                                    
|Gerald Edward RussoP.O. Box 747Mira Loma, CA 91752   |  |      | 57 |          |  | Director                    

The principal occupation and business experience during the last five
years for each of the present directors and executive officers of the Company
are as follows:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Ginger B. Quealy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | From 1997 to the present, Ms. Quealy has been the Controller at Dye
Golf Services with full charge bookkeeping functions through CPA
approval. From 1996 through 1997, Ms. Quealy was a CPA
Assistant/Bookkeeper with the Accountancy Firm of Brenda Calkins,
with bookkeeping functions including financial statements for CPA
approval. From 1995 through 1997, Ms. Quealy was the CPA
Assistant/Bookkeeper with the Accountancy Firm of David Madison
with Bookkeeping functions, including financial statements for CPA
approval. From 1993 through 1995, Ms. Quealy was a full charge
bookkeeper with 101 Vertical Fabrication with full charge
bookkeeping functions through CPA approval.
|
| | Gerald W. Quealy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | From 1997 to the present, Mr. Quealy has been the OEM/Major
Accounts Manager at Eastman Kodak Company involved in CD-recordable
media sales. From 1995 through 1997, Mr. Quealy was the Executive
Vice President of Sales & Marketing at Young Minds, Inc. also
involved in CD-recordable hardware & software sales. In 1995, Mr.
Quealy was the Regional Sales Manager at Equifax Credit Reporting
Services involved in Credit reporting sales. And from 19992
through 1995, Mr. Quealy was the National Sales Manager at Data                                                                                                                                                                 

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| |                                                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Rentals & Sales involved in credit reporting equipment rentals and
sales.                                                                                                                                                                                                                             
|
| | Gerald Edward Russo                                                                                                                                                                                                                                                                                   
|
| | From 1978 to the present, Mr. Russo has been the President/Owner of
Rats Hot Rods where he has built and maintains client and staff,
continually designs Hot Rods in which he builds and maintains
client and staff and continually designs award winning custom rods
for show and private hobbyists.

The officers and directors may be deemed parents and promoters of the
Company as those terms are defined by the Securities Act of 1933, as amended.
All directors hold office until the next annual stockholders meeting or until
their death, resignation, retirement, removal, disqualification, or until their
successors have been elected and qualified. Officers of the Company serve at
the will of the Board of Directors.

There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and none of the officers
or directors are acting on behalf of or will act at the direction of any other
person.

The Company has checked the box provided on the cover page of this Form to
indicate that there is no disclosure in this form of reporting person
delinquencies in response to Item 405 of Regulation S-B.




Item 10. Executive Compensation.

None of the Companys officers and/or directors receive any compensation
for their respective services rendered unto the Company, nor have they received
such compensation in the past. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this report
statement, the Company has no funds available to pay directors. Further, none
of the directors are accruing any compensation pursuant to any agreement with
the Company.

No retirement, pension, profit sharing, stock option or

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insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.




Item 11. Security Ownership of Certain Beneficial Owners and Management.

(a)  Security Ownership of Certain Beneficial Owners.

The following table sets forth the security and beneficial ownership for
each class of equity securities of the Company for any person who is known to
be the beneficial owner of more than five percent of the Company.

|               |  |                                                             |  |               |           |          |  |  |      |  
|-------------- |  | ----------------------------------------------------------- |  | ------------- | --------- | -------- |  |  | ---- | -
|               |  | Name and                                                    |  |               |           |          |  |  |      |  
|               |  | Address of                                                  |  | Amount and    |           |          |  | 
|               |  | Beneficial                                                  |  | Nature of     |           | Percent 
|Title of Class |  | Owner                                                       |  | Ownership (*) |           | of Class
|               |  |                                                             |  |               |           |         
|Common         |  | Ginger B. Quealy4494 Corte ZoritaTemecula, CA 92592         |  |               | 500,000   |          |  |  | 23.8 | %
|               |  |                                                             |  |               |           |          |  |  |      |  
|Common         |  | Gerald W. Quealy4494 Corte ZoritaTemecula, CA 92592         |  |               | 600,000   |          |  |  | 28.6 | %
|               |  |                                                             |  |               |           |          |  |  |      |  
|Common         |  | Gerald Edward RussoP.O. Box 747Mira Loma, CA 91752          |  |               | 350,000   |          |  |  | 16.7 | %
|               |  |                                                             |  |               |           |          |  |  |      |  
|Common         |  | All Officers andDirectors as a Group(three [3] individuals) |  |               | 1,450,000 |          |  |  | 69.1 | %



| | (*) | Record Ownership
| | --- | ----------------

The total of the Companys outstanding Common Stock are held by 25
persons.

(b)  Security Ownership of Management.

The following table sets forth the ownership for each class of equity
securities of the Company owned beneficially and of record by all directors and
officers of the Company.

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|               |  |                                                             |  |               |           |          |  |  |      |  
|-------------- |  | ----------------------------------------------------------- |  | ------------- | --------- | -------- |  |  | ---- | -
|               |  | Name and                                                    |  | Amount and    |           |          |  | 
|               |  | Address                                                     |  | Nature of     |           | Percent 
|Title of Class |  | of Owner                                                    |  | Ownership (*) |           | of Class
|               |  |                                                             |  |               |           |         
|Common         |  | Ginger B. Quealy4494 Corte ZoritaTemecula, CA 92592         |  |               | 500,000   |          |  |  | 23.8 | %
|Common         |  | Gerald W. Quealy4494 Corte ZoritaTemecula, CA 92592         |  |               | 600,000   |          |  |  | 28.6 | %
|Common         |  | Gerald Edward RussoP.O. Box 747Mira Loma, CA 91752          |  |               | 350,000   |          |  |  | 16.7 | %
|Common         |  | All Officers andDirectors as a Group(three [3] individuals) |  |               | 1,450,000 |          |  |  | 69.1 | %



| | (*) | Record Ownership
| | --- | ----------------




Item 12. Certain Relationships and Related Transactions.

There have been no related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation
S-B.

Ginger B. Quealy has agreed to provide the necessary funds, without
interest, for the Company to comply with the 1934 Act provided that she is an
officer and director of the Company when the obligation is incurred. All
advances will be interest-free.




Item 13. Exhibits and Reports on Form 8-K.

There are no reports on Form 8-K incorporated herein by reference.

The following document is filed as part of this report:

|     |  |                                
|---- |  | -------------------------------
|23.1 |  | Consent of Kyle L. Tingle, CPA.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Company has duly caused this Form 10-KSB to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                     |                                 |                     
|-------------------- | ------------------------------- | --------------------
|Date: March 26, 2002 | FLICKERING STAR FINANCIAL, INC.
|                    
|                     | By:                             | /s/ Ginger B. Quealy
|                     |                                
|                     | Ginger B. QuealyPresident      

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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

|                     |                                 |                     
|-------------------- | ------------------------------- | --------------------
|Date: March 26, 2002 | FLICKERING STAR FINANCIAL, INC.
|                    
|                     | By:                             | /s/ Ginger B. Quealy
|                     |                                
|                     | Ginger B. QuealyPresident      

36.