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, 2004


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


            NEVADA                                               88-0407936
_______________________________                              ___________________
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


    6767 Tropicana Avenue, Suite 207
           Las Vegas, Nevada                                            89103
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                   Issuer's telephone number: (702) 248-1027


       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:

                               $.004 Common Stock
                                (Title of Class)


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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes / / No /X/

Indicate by check mark whether the registrant is a shell company (as defined in
12b-2 of the Exchange Act). Yes /X/ No / /

Registrant's revenues for the most recent fiscal year and for the period covered
by this report is $0.

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price that which the common equity
was sold, for the average bid and ask price of such common equity for the period
covered by this report and as of the date hereof is $0.

State the number of shares outstanding of each of registrant's classes of common
equity, for the period covered by this report and as at the latest practicable
date:

         At December 31, 2004 and as of the date hereof, there were outstanding
         8,400,000 shares of the registrant's Common Stock, $.004 par value.

Transitional Small Business Disclosure Format: Yes / /   No /X/


                                       1.


<PAGE>


                                TABLE OF CONTENTS


                                                                            Page

                                     PART I


Item 1.  Description of Business                                              3

Item 2.  Description of Property                                             12

Item 3.  Legal Proceedings                                                   12

Item 4.  Submission of Matters to a Vote of Security Holders                 12


                                     PART II

Item 5.  Market for Common Equity, Related Stockholder Matters               12

Item 6.  Management's Discussion and Analysis or Plan of Operation           14

Item 7.  Financial Statements and Supplementary Data                         17

Item 8.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure                                            19

Item 8A. Controls and Procedures                                             19

Item 8B. Other Information                                                   19


                                    PART III

Item 9.  Directors, Executive Officers of the Registrant, Promoters
         and Control Persons, Compliance with Section 16(a) of the
         Exchange Act                                                        19

Item 10. Executive Compensation                                              20

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters                                     20

Item 12. Exhibits                                                            22

Item 13. Principal Accountant Fees and Services                              22

         Signatures                                                          23


                                       2.


<PAGE>


                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS.

Introduction

                  Flickering Star Financial, Inc. (sometimes the "Company") was
incorporated under the laws of the state of Nevada on November 25, 1996. We
currently have no assets or operations. Since January 1, 1997, we have been in
the developmental stage and have had no operations. We originally had intended
to act as a finder of individuals who would serve as an additional guarantor of
motion picture completion guaranty contracts. A motion picture completion
guaranty is a written contract that guarantees a motion picture will be finished
and delivered on schedule and within budget. The producer of a motion picture
usually secures a completion guaranty for the benefit of banks (or other
financiers) who agree to make the necessary production funding available to the
producer. The issuer of the guarantee usually requires either collateral to
support the guaranty or additional obligors (guarantors) who are compensated for
assuming the contractual risk. The producer of the motion picture for securing
the guarantor compensates us. As at December 31, 1996, all funds raised by the
sale of shares of our Common Stock in order to fulfill our initial objective had
been expended. Although from January 1, 1997 to March 31, 1997, our officers
attempted to locate guarantors who had the financial resources behind them to
satisfy a bank guaranty, we then had no film projects and, thereafter, we become
dormant.

                  As of the date hereof, we are deemed to be and can be defined
as a "shell" company, whose sole purpose is to locate and consummate a merger or
acquisition with another public entity or a private entity.

                  Also, as of the date hereof, based upon our proposed future
business activities, we may also be deemed a "blank check" company. The
Securities and Exchange Commission definition of such a company is a development
stage company that has no specific business plan or purpose, or has indicated
that its business plan is to engage in a merger or acquisition with an
unidentified company or companies, or other entity or person and is issuing a
"penny stock" security.

                  A "penny stock" security is any equity security other than a
security (i) that is a reported security (ii) that is issued by an investment
company (iii) that is a put or call issued by the Option Clearing Corporation
(iv) that has a price of $5.00 or more (except for purposes of Rule 419 of the
Securities Act of 1933, as amended) (v) that is registered on a national
securities exchange (vi) that is authorized for quotation on the Nasdaq Stock
Market, unless other provisions of the defining rule are not satisfied, or (vii)
that is issued by an issuer with (a) net tangible assets in excess of
$2,000,000, if in continuous operation for more than three years or $5,000,000
if in operation for less than three years or (b) average revenue of at least
$6,000,000 for the last three years.

                  We became a reporting company on a voluntary basis because the
primary attraction of the Company as a merger partner or acquisition vehicle
will be our status as a public company. In addition, we became a reporting
company to enhance investor protection and to provide information if a trading
market commences. Only those companies that report their current financial
information to the Securities and Exchange Commission, banking, or insurance
regulators are permitted to be quoted on the OTC Bulletin Board System.


                                       3.


<PAGE>


Risk Factors

                  Our business is subject to numerous risk factors, including
the following:

1.   We have had no operating history nor any revenues or earnings from
     operations and we are insolvent.

                  We have no assets or financial resources. We will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in us
incurring a net operating loss that will increase continuously until we can
consummate a business combination with a profitable business opportunity. There
is no assurance that we can identify such a business opportunity and consummate
such a business combination.

                  Our auditor's going concern opinion and the notation in the
financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet our limited operating expenses. We are insolvent in that
we are unable to pay our debts in the ordinary course of business as they become
due.

2.   Our proposed plan of operation is speculative.

                  The success of our 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 we will be successful in locating candidates meeting such
criteria. In the event we complete a business combination, of which there can be
no assurance, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

3.   We face intense competition for business opportunities and combinations.

                  We are 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 that may be our desirable target candidates.
Nearly all such entities have significantly greater financial resources,
technical expertise and managerial capabilities than we have and, consequently,
we will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, we
will also compete in seeking merger or acquisition candidates with numerous
other small public companies.

4.   We have no agreements for a business combination or other transaction and
     have established no standards for a business combination.

                  We have 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 that we 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 our evaluation. There is no assurance
that we will be able to negotiate a business combination on terms favorable to
us. We have 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 without which we
would not consider a business combination in any form with such business
opportunity. Accordingly, we 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.


                                       4.


<PAGE>


5.   Our success is dependent on management that has other full time employment,
     has limited experience and will only devote limited part time working for
     us that makes our future even more uncertain.

                  None of our officers has entered into a written employment
agreement with us and none is expected to do so in the foreseeable future. We
have not obtained key man life insurance on any of our 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 our business and our likelihood of continuing operations.

6.   Our officers and directors may in the future participate in business
     ventures that could be deemed to compete directly with us.

                  Additional conflicts of interest and non-arms length
transactions may arise in the future in the event our officers or directors are
involved in the management of any firm with which we transact business. We have
adopted a policy that we 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 us from making certain acquisitions.

                  Sections 13 and 15(d) of the Securities Exchange Act of 1934,
as amended (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 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.

                  In addition to the certified financial statements, in the
filing of the Form 8-K that we file to report an event that causes us to cease
being a shell company, we may be required to include that information that is
normally reported by a company in a Form 10 or Form 10-SB. The time and
additional costs that may be incurred by some target entities to prepare and
disclose such information may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company.

8.   We have neither conducted, nor have others made available to us, results of
     market research indicating that any market demand exists for the
     transactions contemplated by us.

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

9.   Our plan of operation may not permit diversification.

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


                                       5.


<PAGE>


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

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

11.  Our present management most likely will not remain after we complete a
     business combination.

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

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

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

13.  As a shell company, we face substantial additional adverse business and
     legal consequences.

                  We 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 us.
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.

                  On June 29, 2005, the Securities and Exchange Commission
adopted final rules amending the Form S-8 and the Form 8-K for shell companies
like us. These rules were published in the Federal Register on July 21, 2005 and
were effective as of August 22, 2005, except for an amendment to Item 5.06 of
the Form 8-K that became effective on November 5, 2005. The amendments expand
the definition of a shell company to be a company with no or nominal operations,
assets consisting of cash and cash equivalents, or assets consisting of any
amount of cash and cash equivalents and nominal other assets. The rules and rule
amendments prohibit the use of a Form S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and revise the Form 8-K to require a
shell company to include current Form 10 or Form 10-SB information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report an event that causes it to cease being a shell company. The
shell company will be required to file financial statements within four days
about the transaction. Where an operating company acquires a shell company and
the operating company survives the transaction, the operating company will have
acquired control of the shell for purposes of the definition of "succession"
under the final rules and the operating company, as the surviving entity, will
be required to file a Form 8-K under Item 5.01. The rules are designed to assure
that investors in shell companies that acquire operations or assets have access
on a timely basis to the same kind of information as is available to investors
in public companies with continuing operations.


                                       6.


<PAGE>


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

                  Currently, such transactions may be structured so as to 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 us 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.

                  We believe 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 us, rather than incur the expenses associated with preparing audited
financial statements.

16.  We issue additional or future shares, the present investors per share
     percentage interest in the Company may be diluted.

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

17.  Our officers and directors are the principal shareholders and will be able
     to approve all corporate actions without shareholder consent and will
     control our Company.

                  Our principal shareholders, Ginger B. Quealy, Gerald W. Quealy
and Gerald Russo currently own approximately 70% of our Common Stock. They will
have significant influence over all matters requiring approval by our
shareholders, but not requiring the approval of the minority shareholders. In
addition, they are directors and will be able to elect all of the members of our
board of directors, allowing them to exercise significant control of our affairs
and management. In addition, they may transact most corporate matters requiring
shareholder approval by written consent, without a duly-noticed and duly-held
meeting of shareholders.

18.  Our Common Stock may never be public traded and you may have no ability to
     sell the shares.

                  There is no established public trading market for our shares
of Common Stock.

                  There can be no assurance that a market for our Common Stock
will be established or that, if established, a market will be sustained.
Therefore, if you purchase our Common Stock you may be unable to sell them.
Accordingly, you should be able to bear the financial risk of losing your entire
investment.

                  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) (unless an exemption is applicable) 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 will not charge
us with a fee for being quoted on the service. NASD rules prohibit market makers
from accepting any remuneration in return for quoting issuers' securities on the
OTC Bulletin Board or any similar medium. The NASD Regulation, Inc. will review
the market maker's application (unless an exemption is applicable) 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.


                                       7.


<PAGE>


                  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.

                  In addition, there is no assurance that our Common Stock will
be accepted for listing on the OTC Bulletin Board or in any other trading
system.

19.  If our Common Stock does not meet blue sky resale requirements, certain
     shareholders may be unable to resell our Common Stock.

                  The resale of Common Stock must meet the blue sky resale
requirements in the states in which the proposed purchasers reside. If we are
unable to qualify the Common Stock and there is no exemption from qualification
in certain states, the holders of the Common Stock or the purchasers of the
Common Stock may be unable to sell them.

20.  Our shareholders may face significant restrictions on the resale of our
     Common Stock due to state "blue sky" laws or if we are determined to be a
     "blank check" company.

                  There are state regulations that may adversely affect the
transferability of our Common Stock. We have not registered our Common Stock for
resale under the securities or "blue sky" laws of any state. We may seek
qualification or advise our shareholders of the availability of an exemption. We
are under no obligation to register or qualify our Common Stock in any state or
to advise the shareholders of any exemptions.

                  Current shareholders, and person who desire to purchase the
Common Stock in any trading market that may develop in the future, should be
aware that there might be significant state restrictions upon the ability of new
investors to purchase the Common Stock.

                  Blue sky laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by "blank check" companies or in
"blind-pool" offerings, or if such securities represent "cheap stock" previously
issued to promoters or others. Our initial shareholders, because they originally
paid $.10 for each share, may be deemed to hold "cheap stock." These limitations
typically provide, in the form of one or more of the following limitations, that
such securities are:

          (a)  Not eligible for sale under exemption provisions permitting sales
               without registration to accredited investors or qualified
               purchasers;

          (b)  Not eligible for the transaction exemption from registration for
               non-issuer transactions by a registered broker-dealer;

          (c)  Not eligible for registration under the simplified small
               corporate offering registration (SCOR) form available in many
               states;

          (d)  Not eligible for the "solicitations of interest" exception to
               securities registration requirements available in many states;

          (e)  Not permitted to be registered or exempted from registration, and
               thus not permitted to be sold in the state under any
               circumstances.


                                       8.


<PAGE>


                  Virtually all 50 states have adopted one or more of these
limitations, or other limitations or restrictions affecting the sale or resale
of stock of blank check companies or securities sold in "blind pool" offerings
or "cheap stock" issued to promoters or others. Specific limitations on such
offerings have been adopted in:


                  Alaska            Nevada           Tennessee
                  Arkansas          New Mexico       Texas
                  California        Ohio             Utah
                  Delaware          Oklahoma         Vermont
                  Florida           Oregon           Washington
                  Georgia           Pennsylvania
                  Idaho             Rhode Island
                  Indiana           South Carolina
                  Nebraska          South Dakota

                  Any secondary trading market that may develop, may only be
conducted in those jurisdictions where an applicable exemption is available or
where the shares have been registered.

                  We do not have any legal opinions as it relates to whether we
are a blind pool or blank-check company. The Securities and Exchange Commission
has adopted a rule (Rule 419) which defines a blank-check company as (i) a
development stage company, that is (ii) offering penny stock, as defined by Rule
3a51-1, and (iii) that has no specific business plan or purpose or has indicated
that its business plan is engage in a merger or acquisition with an unidentified
company or companies. Certain jurisdictions may have definitions that are more
restrictive than Rule 419. We have been informed that the Securities and
Exchange Commission has cautioned that "it will scrutinize registered offerings
for attempts to create the appearance that the registrant... has a specific
business plan, in an effort to avoid the applicable of Rule 419. Provisions of
Rule 419 apply to every registration statement filed under the Securities Act of
1933, as amended, relating to an offering by a blank-check company. We have
never filed a registration statement under the Securities Act of 1933, as
amended.

                  If we are later determined to be a so-called "blank check"
company, certain of our controlling shareholders may be required to file a
registration statement under the Securities Act of 1933, as amended, prior to
the resale of the Common Stock, unless there exists a transactional or security
exemption for such sale under the Securities Act of 1933, as amended. Current
shareholders and person who desire to purchase the Common Stock in any trading
market that may develop in the future, should be aware that the we are under no
obligation to register the shares on behalf of our shareholders under the
Securities Act of 1933, as amended.

21.  Our Common Stock may be subject to a significant restriction on resale due
     to federal penny stock restrictions.

                  The Securities and Exchange Commission has adopted rules that
regulate broker or dealer practices in connection with transactions in penny
stocks. Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange system). The penny stock rules require a broker or dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the Securities and Exchange
Commission that provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker or dealer also must provide the
customer with bid and offer quotations for the penny stock, the compensation of
the broker or dealer, and its salesperson in the transaction, and monthly
account statements showing the market value of each penny stock held in the
customer's account. The penny stock rules also require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker or
dealer must make a special written determination that a penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.


                                       9.


<PAGE>


                  These disclosure requirements may have the effect of reducing
the level of trading activity in any secondary market for our stock that becomes
subject to the penny stock rules, and accordingly, shareholders of our Common
Stock may find it difficult to sell their securities, if at all.

Plan of Operation

                  We intend to seek to acquire assets or shares of an entity
actively engaged in business that generates revenues in exchange for its
securities. We have no particular acquisitions in mind and we are not currently
engaged in any negotiations regarding any such acquisition.

General Business Plan

                  Our 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. We will not restrict our search to any specific
business, industry, or geographical location and we 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
our virtually unlimited discretion to search for and enter into potential
business opportunities. We anticipate that we may be able to participate in only
one potential business venture because we have nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.

                  We 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.

                  We anticipate 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.

                  We have made no determination as to whether or not it will
file periodic reports in the event our 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 is incurred.

                  It is anticipated that we will incur nominal expenses in the
implementation of our business plan described herein. Because we have no capital
with which to pay these anticipated expenses, Ginger B. Quealy will pay these
charges with her personal funds, as interest free loans to the Company or as
capital contributions.

Acquisition of Opportunities

                  In implementing a structure for a particular business
acquisition, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We 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, our directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of our shareholders or may sell their stock in
the Company.


                                      10.


<PAGE>


                  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").

                  We 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.

                  Our present intent is that we 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 and supply
other information that is normally disclosed in filings with the Securities and
Exchange Commission. We are subject to all of the reporting requirements
included in the 1934 Act. Included in these requirements is our affirmative duty
to file independent audited financial statements as part of our 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 audited financial statements included
in our annual report on Form 10-KSB. In addition, in the filing of the Form 8-K
that we file to report an event that causes us to cease being a shell company,
we may be required to include that information that is normally reported by a
company in its original Form 10 or Form 10-SB.

Competition

                  We will remain an insignificant participant among the firms
that 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 our combined extremely limited financial resources and
limited management availability, we will continue to be at a significant
competitive disadvantage compared to our competitors.

Investment Company Act of 1940

                  Although we will be subject to regulation under the Securities
Act of 1933, as amended, and the 1934 Act, our management believes that we 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 we engage in business combinations that result in the
Company holding passive investment interests in a number of entities, we could
be subject to regulation under the Investment Company Act of 1940. In such
event, we would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. We have
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

         We have 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 our activities. Our 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.


                                      11.


<PAGE>


ITEM 2.  DESCRIPTION OF PROPERTY.

                  We have no properties and at this time has no agreements to
acquire any properties.

                  We presently occupy office space supplied by our registered
agent representative in the State of Nevada 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 MATTERS TO A VOTE OF SECURITY HOLDERS.

                  There have been no matters submitted to the Company's security
holders.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS.

         (a) Market Price.


                  There is no established trading market in our Common Stock as
of the date of this Form 10-KSB.

                  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 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.


                                      12.


<PAGE>


                  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.

                  Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate that will allow our
securities to be traded without the aforesaid limitations. However, there can be
no assurances that, upon a successful merger or acquisition, we will qualify our
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 our 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 our 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 December 11, 1996, we issued 8,400,000, (as adjusted for prior forward
stock splits) of our 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.

                  Currently, all of our issued and outstanding shares of 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 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.


                                      13.


<PAGE>


     (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.

                  We have been informed that the Securities and Exchange
Commission believes that any selling shareholder who is a promoter, affiliate
and/or underwriter of a so-called "blank check" issuer or those individuals
acting in the capacity of management, affiliates, control persons and promoters
may not have available to them the exemption under Rule 144 for any resale
transaction, regardless of technical compliance with the rule because any resale
transactions may be deemed to be designed to distribute or redistribute
securities to the public without compliance with the Securities Act of 1933, as
amended.

              (c) Dividends.

                  We have not paid any stock dividends and cash dividends to
date and have no plans to pay any stock or cash dividends in the immediate
future.

                  (d) Application of California law.

                  Section 2115 of the California General Corporation law
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 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 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 the board of directors even
if Section 2115 is applicable.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                  This discussion may contain certain forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Actual results could differ materially from those forward-looking statements.
The factors that may cause actual results to differ materially is that the
Company has no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or public
company and that there can be no assurance that the Company will be successful
in identifying and evaluating suitable business opportunities or completing a
business combination.

Plan of Operation.

                  We will continue to seek a new business opportunity or
business combination over the next twelve month period of time. We are currently
not engaged in any preliminary negotiations to effectuate a business
combination. The majority shareholders have had no preliminary negotiations
that, if consummated, may result in a change in control. We have been informed
that, if, pursuant to any arrangement or understanding with the person or
persons acquiring securities in a transaction subject to the 1934 Act, any
persons are to be elected or designated as directors of the Company, otherwise
than at a meeting of security holders, and the persons so elected or designated


                                      14.


<PAGE>


will constitute a majority of the directors of the Company, then, not less than
10 days prior to the date any such persons take office as a director, or such
shorter period prior to the date the Securities and Exchange Commission may
authorize upon a showing of good cause therefore, the Company shall file with
the Securities and Exchange Commission and transmit to all holders of record of
securities of the Company who would be entitled to vote at a meeting for
election of directors, information substantially equivalent to certain
information which would be required by Schedule 14A of Regulation 14A to be
transmitted if such person or persons were nominees for election as directors at
a meeting of such security holders.

                  We are dependent upon our officers to meet any de minimis
costs that we may incur. Ginger B. Quealy, an officer and director of the
Company, has agreed to provide the necessary funds, without interest, for us to
comply with the 1934 Act; provided that she is an officer and director of the
Company when the obligation is incurred. As part of any transaction that may
result in the change in our control, Ginger B. Quealy may forgive the
indebtedness owed to her by us.

                  Since we have had no operating history nor any revenues or
earnings from operations, with no significant assets or financial resources, we
will in all likelihood continue to sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in us incurring a net operating loss which will
increase continuously until we can consummate a business combination with a
profitable business opportunity and consummate such a business combination.

Financial Condition.

                  Our auditor's going concern opinion and the notation in the
financial statements indicate that we do not have significant cash or other
material assets and that we are relying on advances from stockholders, officers
and directors to meet limited operating expenses. We do not have sufficient cash
or other material assets or do we have sufficient operations or an established
source of revenue to cover our operational costs that would allow us to continue
as a going concern. We are insolvent in that we are unable to pay our debts in
the ordinary course of business as they become due. Our financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying amounts and classification of liabilities that might result
should we be unable to continue as a going concern.

                  We are unable to predict our future income; accordingly, we do
not know when our operating expenses and operating losses will cease and when we
will begin reducing our accumulated deficit and commence repayment of the
officers' advances, if ever.

Liquidity.

                  As of December 31, 2004, we had total liabilities of
$37,534 and we had a negative net worth of $40,079. As of December 31, 2003, we
had total liabilities of $33,290 and a negative net worth of $33,290. Our net
worth and total liabilities each increased by $4,244.

                  We have had no revenues from inception through December 31,
2004. We have a loss from inception through December 31, 2004 of $39,643. Our
loss from inception through December 31, 2003 was $35,390 or an increase of
$4,244.

                  We have officer's advances of $32,744 from inception to
December 31, 2003. The officer's advances as of December 31, 2004 were $37,534
or an increase of $4,790 from the prior year.

Accounting for a Business Combination.

                  In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards "SFAS" No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No.
141 requires business combinations initiated after June 30, 2001 to be accounted


                                      15.


<PAGE>


for using the purchase method of accounting, and broadens the criteria for
recording intangible assets separate from goodwill. Recorded goodwill and
intangibles will be evaluated against these new criteria and may result in
certain intangibles being subsumed into goodwill, or alternatively, amounts
initially recorded as goodwill may be separately identified an recognized apart
from goodwill. SGAS No. 142 requires the use of a non-amortization approach to
account for purchased goodwill and certain intangibles. Under a non-amortization
approach, goodwill and certain intangibles is more than its fair value. Goodwill
is the excess of the acquisition costs of the acquired entity over the fair
value of the identifiable net assets acquired. The Company is required to test
goodwill and intangible assets that are determined to have an indefinite life
for impairments at least annually. The provisions of SFAS No. 142 require the
completion of an annual impairment test with any impairment recognized in
current earnings. The provisions of SFAS No. 141 and SFAS No. 142 may be
applicable to any business combination that we may enter into in the future.

                  We have also been informed that most business combinations
will be accounted for as a reverse acquisition with us being the surviving
registrant. As a result of any business combination, if the acquired entity's
shareholders will exercise control over us, the transaction will be deemed to be
a capital transaction where we are treated as a non-business entity. Therefore,
the accounting for the business combination is identical to that resulting from
a reverse merger, except no goodwill or other intangible assets will be
recorded. For accounting purposes, the acquired entity will be treated as the
accounting acquirer and, accordingly, will be presented as the continuing
entity.


                                      16.


<PAGE>


ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.









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

                                FINANCIAL REPORTS

                                DECEMBER 31, 2004
                                DECEMBER 31, 2003









                                      17.


<PAGE>


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

                                    CONTENTS







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                      F-1
________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                            F-2

   Statements of Income                                                      F-3

   Statements of Stockholders' Deficit                                       F-4

   Statements of Cash Flows                                                  F-5

   Notes to Financial Statements                                          F-6-10
________________________________________________________________________________


                                      18.


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and 2003 and the
related statements of income, stockholders' equity (deficit), and cash flows for
the years  then ended and the  period  November  25,  1996  (inception)  through
December 31, 2003.  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.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  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, 2003 and 2002 and the results of
its operations  and cash flows for the years then ended and the period  November
25,  1996  (inception)  through  December  31,  2003,  in  conformity  with U.S.
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 1 to the
financial statements,  the Company has limited 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 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.




Kyle L. Tingle, CPA, LLC


August 5, 2004
Las Vegas, Nevada


                                      F-1


<PAGE>

<TABLE>
<CAPTION>

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

                                                      December 31,     December 31,
                                                              2004             2003
                                                      ____________     ____________
<S>                                                     <C>              <C>

                                     ASSETS

CURRENT ASSETS                                          $      0         $      0
                                                        ________         ________
            Total current assets                        $      0         $      0
                                                        ________         ________
                   Total assets                         $      0         $      0
                                                        ========         ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                   $      0         $     85
     Officers advances                                    40,079           37,534
                                                        ________         ________
            Total current liabilities                   $ 40,079         $ 37,619
                                                        ________         ________

STOCKHOLDERS' DEFICIT
     Common stock: $.004 par value;
        authorized 25,000,000 shares;
        issued and outstanding:  8,400,000
        shares at December 31, 2003 and 2002              33,600           33,600
     Additional Paid In Capital                          (31,500)         (31,500)
     Accumulated deficit during development stage        (42,179)         (39,719)
                                                        ________         ________
            Total stockholders' deficit                 $(40,079)        $(37,619)
                                                        ________         ________
                   Total liabilities and
                   stockholders' deficit                $      0         $      0
                                                        ========         ========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-2


<PAGE>

<TABLE>
<CAPTION>

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

                                                                       Nov. 25, 1996
                                            Years Ended               (inception) to
                                   December 31,      December 31,       December 31,
                                           2004              2003               2004
                                   ____________      ____________      _____________
<S>                                 <C>               <C>               <C>

Revenues                            $        0        $        0        $        0

Cost of revenue                              0                 0                 0
                                    __________        __________        __________
           Gross profit             $        0        $        0        $        0
General, selling and
   administrative expenses               2,460                85            42,179
                                    __________        __________        __________
           Operating (loss)         $   (2,460)       $      (85)       $  (42,179)

Nonoperating income (expense)                0                 0                 0
                                    __________        __________        __________
   Net loss                         $   (2,460)       $      (85)       $  (42,179)
                                    ==========        ==========        ==========

   Net loss per share, basic
   and diluted                      $    (0.00)       $    (0.00)       $    (0.00)
                                    ==========        ==========        ==========

   Average number of shares
   of common stock outstanding       8,400,000         8,400,000         8,400,000
                                    ==========        ==========        ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-3


<PAGE>

<TABLE>
<CAPTION>

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

                                                                              Accumulated
                                                                                Deficit
                                        Common Stock           Additional       During
                                   _______________________      Paid-In       Development
                                     Shares        Amount       Capital          Stage         Total
                                   __________     ________     __________     ___________    ________
<S>                                 <C>           <C>           <C>            <C>           <C>

December 10, 1996, issue
  common stock                      8,400,000     $ 33,600      $(31,500)      $      0      $  2,100
Net loss, December 31, 1996                                                      (2,100)       (2,100)
                                   __________     ________      ________       ________      ________
Balance, December 31, 1996          8,400,000     $ 33,600      $(33,500)      $ (2,100)     $      0
Net loss, December 31, 1997                                                                         0
                                   __________     ________      ________       ________      ________
Balance, December 31, 1997          8,400,000     $ 33,600      $(33,500)      $ (2,100)     $      0
Net loss, December 31, 1998                                                                      (350)
                                   __________     ________      ________       ________      ________
Balance, December 31, 1998          8,400,000     $ 33,600      $(31,500)      $ (2,450)     $   (350)

September 3, 1999, changed from no
    par value to $.001
September 3, 1999, forward stock
    split 100:1
Net loss, December 31, 1999                                                      (1,725)       (1,725)
                                   __________     ________      ________       ________      ________
Balance, December 31, 1999          8,400,000     $ 33,600      $(31,500)      $ (4,175)     $ (2,075)
Net loss, December 31, 2000                                                     (26,210)      (26,210)
                                   __________     ________      ________       ________      ________
Balance, December 31, 2000          8,400,000     $ 33,600      $(31,500)      $(30,385)     $(28,285)

October 19, 2001, changed
     $0.001 par value to $0.004
October 19, 2001, forward
     stock split 4:1
Net loss December 31, 2001                                                       (5,005)       (5,005)
                                   __________     ________      ________       ________      ________
Balance, December 31, 2001          8,400,000     $ 33,600      $(31,500)      $(35,390)     $(33,290)
Net loss, December 31, 2002                                                      (4,244)       (4,244)
                                   __________     ________      ________       ________      ________
Balance, December 31, 2002          8,400,000     $ 33,600      $(31,500)      $(39,634)     $(37,534)
Net loss, December 31, 2003                                                         (85)          (85)
                                   __________     ________      ________       ________      ________
Balance, December 31, 2003          8,400,000     $ 33,600      $(31,500)      $(39,719)     $(37,619)
Net loss, December 31, 2004                                                      (2,460)       (2,460)
                                   __________     ________      ________       ________      ________
Balance, December 31, 2004          8,400,000     $ 33,600      $(31,500)      $(42,179)     $(40,079)
                                   ==========     ========      ========       ========      ========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-4


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                       Nov. 25, 1996
                                                            Years Ended               (inception) to
                                                   December 31,      December 31,       December 31,
                                                           2004              2003               2004
                                                   ____________      ____________      _____________
<S>                                                  <C>               <C>              <C>

Cash Flows From
Operating Activities
    Net loss                                         $(2,460)          $   (85)         $(42,179)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    Increase in accounts payable                         (85)               85                 0
                                                     _______           _______          ________
         Net cash used in operating activities       $(2,545)          $     0          $(42,179)
                                                     _______           _______          ________
Cash Flows From Investing Activities                 $     0           $     0          $      0
                                                     _______           _______          ________

Cash Flows From
Financing Activities
    Issuance of common stock                               0                 0             2,100
    Increase in officer advances                       2,545                 0            40,079
                                                     _______           _______          ________
         Net cash provided by
            financing activities                     $ 2,545           $     0          $ 42,179
                                                     _______           _______          ________

         Net increase (decrease)
            in cash                                  $     0           $     0          $      0

Cash, beginning of period                                  0                 0          $      0
                                                     _______           _______          ________
Cash, end of period                                  $     0           $     0          $      0
                                                     =======           =======          ========

Supplemental Non-Cash Information

Interest paid                                        $     0           $     0          $      0
                                                     =======           =======          ========

Income taxes paid                                    $     0           $     0          $      0
                                                     =======           =======          ========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      F-5


<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


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 enterprise.

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, 2004 and 2003.

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES." A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting.  Temporary  differences  are the  differences  between  the  reported
amounts of assets and liabilities  and their tax basis.  Deferred tax assets are
reduced by a valuation allowance when, in the opinion of management,  it is more
likely than not that some  portion or all of the deferred tax assets will not be
realized.  Deferred  tax assets and  liabilities  are adjusted for the effect of
changes in tax laws and rates on the date of enactment.

GOING CONCERN

The Company's  financial  statements  are prepared in accordance  with generally
accepted accounting  principles applicable to a going concern. This contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of business.  Currently,  the Company does not have  significant  cash 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.


                                      F-6


<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


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

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, an amendment
of Accounting  Research  Bulletin No. 43, Chapter 4" ("SFAS No. 151").  SFAS No.
151 requires that abnormal amounts of idle facility expense,  freight,  handling
costs and wasted materials  (spoilage) be recorded as current period charges and
that the allocation of fixed  production  overheads to inventory be based on the
normal capacity of the production facilities. SFAS No. 151 becomes effective for
our Company on January 1, 2006.  The Company  does not believe that the adoption
of SFAS No.  151 will  have a  material  impact  on our  consolidated  financial
statements.

In December  2004,  the FASB issued SFAS No. 123  (revised  2004),  "Share-Based
Payment."  SFAS  No.  123R  replaced  SFAS  No.  123 and  superseded  Accounting
Principles Board Opinion No. 25. SFAS No. 123R will require  compensation  costs
related to share-based  payment  transactions  to be recognized in the financial
statements.  The effective date of SFAS No. 123R is the first  reporting  period
beginning  after  December 15, 2005. The adoption of SFAS No. 123 (revised 2004)
should not have a  significant  impact on the  Company's  financial  position or
results of operations until such time the Company has share-based payments.  The
Company will adopt the provisions of SFAS No. 123R at that time.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets,  an amendment of APB Opinion No. 29" ("SFAS No.  153").  SFAS No. 153 is
based on the principle that  exchanges of nonmonetary  assets should be measured
based on the fair value of the assets exchanged. APB Opinion No. 29, "Accounting
for Nonmonetary  Transactions,"  provided an exception to its basic  measurement
principle  (fair value) for exchanges of similar  productive  assets.  Under APB
Opinion No. 29, an exchange of a productive asset for a similar productive asset
was  based on the  recorded  amount  of the  asset  relinquished.  SFAS No.  153
eliminates  this  exception  and  replaces it with an  exception of exchanges of
nonmonetary  assets that do not have commercial  substance.  SFAS No. 153 became
effective  for our  Company  as of July 1,  2005.  The  Company  will  apply the
requirements of SFAS No. 153 on any future nonmonetary exchange transactions.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections,  a replacement  of APB No. 20 and FASB  Statement No. 3" ("SFAS No.
154").  SFAS No.  154  requires  retrospective  application  to  prior  periods'
financial  statements of a voluntary change in accounting principle unless it is
impracticable. APB Opinion No. 20 "Accounting Changes," previously required that
most voluntary changes in accounting principle be recognized by including in net
income of the period of the change the cumulative  effect of changing to the new
accounting principle.  This statement is effective for our Company as of January
1, 2006.  The Company  does not believe  that the  adoption of SFAS No. 154 will
have a material impact on our consolidated financial statements.


                                      F-7


<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 2.  STOCKHOLDERS' EQUITY

COMMON STOCK

The authorized  common stock of the Company  consists of 25,000,000  shares with
par value of $0.004.  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  23,  2001,  the State of Nevada  approved  the  Company's  restated
Articles of Incorporation,  which changed the par value of the stock from $0.001
per share to $0.004 per share.

On October 23, 2001, the Company's  shareholders approved a forward split of its
common stock at four shares for one share of the existing shares.  The number of
common stock shares  outstanding  increased from  2,100,000 to 8,400,000.  Prior
period  information  has been restated to reflect the stock splits and par value
adjustments.

The Company has not authorized any preferred stock.

NET LOSS PER COMMON SHARE

Net loss per share is calculated in accordance with SFAS No. 128,  "EARNINGS PER
SHARE." The  weighted-average  number of common shares  outstanding  during each
period  is used to  compute  basic  loss per  share.  Diluted  loss per share is
computed  using the weighted  averaged  number of shares and dilutive  potential
common shares  outstanding.  Dilutive  potential  common  shares are  additional
common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common stock  outstanding  of 8,400,000  during 2004,  2003, and since
inception.  As of December 31, 2004, 2003, and since inception,  the Company had
no dilutive potential common shares.


                                      F-8


<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 3.  INCOME TAXES

We did not provide any current or deferred U.S.  federal income tax provision or
benefit for any of the periods presented  because we have experienced  operating
losses  since  inception.  We  provided a full  valuation  allowance  on the net
deferred tax asset,  consisting of net  operating  loss  carryforwards,  because
management has determined  that it is more likely than not that we will not earn
income  sufficient  to realize the deferred tax assets  during the  carryforward
period.

The  components of the Company's  deferred tax asset as of December 31, 2004 and
2003 is as follows:

                                             2004          2003
                                           ________      ________

       Net operating loss carryforward     $ 14,763      $ 13,902
       Valuation allowance                  (14,763)      (13,902)
                                           ________      ________

       Net deferred tax asset              $      0      $      0
                                           ========      ========

A  reconciliation  of income taxes  computed at the statutory rate to the income
tax amount recorded is as follows:

                                                                        Since
                                             2004          2003       Inception
                                           ________      ________     _________

       Tax at statutory rate (35%)         $    861      $     30     $ 14,763
       Increase in valuation allowance         (861)          (30)     (14,763)
                                           ________      ________     ________

       Net deferred tax asset              $      0      $      0     $      0
                                           ========      ========     ========


The net federal  operating loss carry forward will expire between 2016 and 2024.
This  carry  forward  may  be  limited  upon  the  consummation  of  a  business
combination under IRC Section 381.

NOTE 4.  RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. An officer of
the  corporation  provides  office  services  without  charge.  Such  costs  are
immaterial to the financial statements and accordingly,  have not been reflected
therein.  The  officers  and  directors  for the Company  are  involved in other
business  activities and may, in the future,  become  involved in other business
opportunities.  If a  specific  business  opportunity  becomes  available,  such
persons  may face a conflict  in  selecting  between the Company and their other
business interest. The Company has not formulated a policy for the resolution of
such conflicts.


                                      F-9


<PAGE>


                         FLICKERING STAR FINANCIAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2004 AND 2003


NOTE 5.  WARRANTS AND OPTIONS

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

NOTE 6.  OFFICERS ADVANCES

The Company has incurred costs while seeking additional capital through a merger
with an existing company. An officer of the Company has advanced funds on behalf
of the Company to pay for these costs.  These funds have been advanced  interest
free.


                                      F-10


<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

                  There have been no change no disagreements with the
accountants or the accountant's findings.


ITEM 8A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure on Controls and Procedures.

                  Based on an evaluation of our disclosure controls and
procedures as of the end of the period covered by this annual report, our
president and treasurer have determined that the our current disclosure controls
and procedures are effective.

Changes in Internal Control Over Financial Reporting.

                  There have not been any changes in our internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) or any other factors during the fiscal year ended December 31,
2002, that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting. Item 8B. Other
Information.

ITEM 8B. OTHER INFORMATION.

                  We have no information that we would have been required to
disclose in a report on Form 8-K during a fourth quarter of the year covered by
this Form 10-KSB.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT, PROMOTERS AND CONTROL
         PERSONS, COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

                  The members of our Board of Directors 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:


                  Name                       Ages         Position

                  Ginger B. Quealy            56     President and Director
                  44994 Corte Zorita
                  Temecula, CA 92592

                  Gerald W. Quealy            58     Secretary, Treasurer and
                  44994 Corte Zorita                 Director
                  Temecula, CA 92592

                  Gerald Edward Russo         60     Director
                  P.O. Box 747
                  Mira Loma, CA 91752

                  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.


                                      19.


<PAGE>


                  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 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.

                  Our 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. Our officers 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 is acting on behalf of or will act at the direction of
any other person.

                  Our controlling shareholders (officers and directors) have
agreed not to sell, contract to sell, or make any other disposition of, or grant
any purchase option for the sale of, any shares of Common Stock, directly or
indirectly, until such time as we have entered into a merger or acquisition or
we are no longer classified as a "blank check" company.

                  We have 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 our officers and directors receive any
compensation for their respective services rendered to 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 we have generated revenues from operations after consummation of
a merger or acquisition. As of the date of this report, we have no funds
available to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with us.

                  We have not adopted any retirement, pension, profit sharing,
stock option or insurance programs or other similar programs for the benefit of
our directors, officers and/or employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

                  (a) Security Ownership of Certain Beneficial Owners.


                                      20.


<PAGE>


                  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. Quealy            2,000,000       24%
                  4494 Corte Zorita
                  Temecula, CA 92592

Common            Gerald W. Quealy            2,400,000       29%
                  4494 Corte Zorita
                  Temecula, CA 92592


Common            Gerald Edward Russo         1,400,000       17%
                  P.O. Box 747
                  Mira Loma, CA 91752

Common            All Officers and            5,800,000       70%
                  Directors as a Group
                  (three [3] individuals)

         (*) Record and Beneficial 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.

                  Name and
                  Address of                Amount and
                  Beneficial                Nature of       Percent
Title of Class    Owner                     Ownership (*)   of Class

Common            Ginger B. Quealy            2,000,000       24%
                  4494 Corte Zorita
                  Temecula, CA 92592

Common            Gerald W. Quealy            2,400,000       29%
                  4494 Corte Zorita
                  Temecula, CA 92592

Common            Gerald Edward Russo         1,400,000       17%
                  P.O. Box 747
                  Mira Loma, CA 91752

Common            All Officers and            5,800,000       70%
                  Directors as a Group
                  (three [3] individuals)

          (*) Record and Beneficial Ownership

                  (c) Ownership and Change in Control.

                  Each of the security ownership by the beneficial owners and by
management is also the owner of record for the like number of shares.

                  There are currently no arrangements that would result in a
change in our control.


                                      21.


<PAGE>


ITEM 12. EXHIBITS.

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


ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

                  Audit fees consist of fees billed for professional services
rendered for the audit of our financial statements and the review or audit of
the interim statements. The total fees billed for Kyle L. Tingle for the fiscal
year ended December 31, 2003 was $2,000 and for the fiscal year ended December
31, 2004 was $0. The audit fees for the financial statements supplied with this
report were incurred in 2005.

Audit Relate Fees

                  There were no audit related services and no fees billed for
audited related services for the fiscal year ended December 31, 2003 and
December 31, 2004.

All Other Fees

                  There was a tax preparation fee billed for the fiscal year
ended December 31, 2001 for $75.


                                      22.


<PAGE>


                                   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:  December 5, 2005             FLICKERING STAR FINANCIAL, INC.



                                    By: /s/ GINGER B. QUEALY
                                            _______________________
                                            Ginger B. Quealy
                                            President


                  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: December 5, 2005              FLICKERING STAR FINANCIAL, INC.



                                    By: /s/ GINGER B. QUEALY
                                            _______________________
                                            Ginger B. Quealy
                                            President and Director


                                    By: /s/ GERALD W. QUEALY
                                            _________________________________
                                            Gerald W. Quealy
                                            Secretary, Treasurer and Director


                                    By: /s/ GERALD RUSSO
                                            _______________________
                                            Gerald Russo
                                            Director


                                      23.