<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION FROM _________ TO _________.
COMMISSION FILE NUMBER 0-28867
FLICKERING STAR FINANCIAL, INC.
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(Name of Small Business Issuer in its charter)
Nevada 88-0407936
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2980 S. Rainbow Boulevard, Suite 108
Las Vegas, Nevada 89146
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
N/A
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(Former name, former address and former fiscal
year, if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
At June 30, 2000, there were outstanding 2,100,000 shares of
the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE> 2
PART I
FINANCIAL INFORMATION
Item I. Financial Statements
FLICKERING STAR FINANCIAL, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 2000
December 31, 1999
2
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ACCOUNTANT'S LETTER 4
BALANCE SHEET - ASSETS 5
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 6
STATEMENT OF OPERATIONS 7-8
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 9
STATEMENT OF CASH FLOWS 10-11
NOTES TO FINANCIAL STATEMENTS 12-16
</TABLE>
3
<PAGE> 4
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors July 14, 2000
FLICKERING STAR FINANCIAL, INC.
Las Vegas, Nevada
I have audited the accompanying Balance Sheet of FLICKERING STAR
FINANCIAL, INC. (A Development Stage Company), as of June 30, 2000, and December
31, 1999, and the related statements of stockholders' equity for June 30, 2000,
and December 31, 1999, and statements of operation and cash flows for the three
months ending June 30, 2000, and June 30, 1999, for the six months ended June
30, 2000, and June 30, 1999, and the two years ended December 31, 1999, and
December 31, 1998, and the period November 25, 1996 (inception), to June 30,
2000. 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 generally accepted auditing
standards. Those standards require that we 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 June 30, 2000, and December
31, 1999, and the related statements of stockholders' equity for June 30, 2000,
and December 31, 1999, and statements of operation and cash flows for the three
months ending June 30, 2000, and June 30, 1999, for the six months ended June
30, 2000, and June 30, 1999, and the two years ended December 31, 1999, and
December 31, 1998, and the period November 25, 1996 (inception), to June 30,
2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters is described in
Note #5. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
4
<PAGE> 5
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
6 Mos. Ending Year Ended
June 30, 2000 Dec. 31, 1999
------------- -------------
<S> <C> <C>
CURRENT ASSETS $ 0 $ 0
------------- -------------
TOTAL CURRENT ASSETS $ 0 $ 0
------------- -------------
OTHER ASSETS $ 0 $ 0
------------- -------------
TOTAL OTHER ASSETS $ 0 $ 0
------------- -------------
TOTAL ASSETS $ 0 $ 0
------------- -------------
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE> 6
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
6 Mos. Ending Year Ended
June 30, 2000 Dec. 31, 1999
------------- -------------
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #8) $25,671 $ 2,075
------- -------
TOTAL CURRENT LIABILITIES $25,671 $ 2,075
------- -------
STOCKHOLDERS EQUITY (Note #4)
Common stock, $.001 par value
authorized 25,000,000 shares
issued and outstanding at
December 31, 1999 - 2,100,000 shares $ 2,100
June 30, 2000 - 2,100,000 shares $ 2,100
Additional paid in Capital 0 0
Accumulated loss during
the development stage -27,771 -4,175
------- -------
TOTAL STOCKHOLDERS' EQUITY $-25,671 $-2,075
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 0 $ 0
------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE> 7
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
3 Mos.Ended 3 Mos.Ended 6 Mos.Ended 6 Mos.Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ----------
EXPENSES
General, Selling
and Administrative $ 1,290 $ 0 $ 23,596 $ 0
---------- ---------- ---------- ----------
Total Expenses $ 1,290 $ 0 $ 23,596 $ 0
---------- ---------- ---------- ----------
Net Profit/Loss (-) $ -1,290 $ 0 $ -23,596 $ 0
---------- ---------- ---------- ----------
Net Loss per share -
Basic and diluted
(Note #2) $ -.0006 $ NIL $ -.0112 $ NIL
---------- ---------- ---------- ----------
Weighted average
number of common
shares outstanding 2,100,000 2,100,000 2,100,000 2,100,000
---------- ---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE> 8
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
<TABLE>
<CAPTION>
Nov. 25, 1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1999 1998 2000
------------ ------------ -------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES
General, Selling
and Administrative $ 1,725 $ 350 $ 27,771
---------- ---------- ----------
Total Expenses $ 1,725 $ 350 $ 27,771
---------- ---------- ----------
Net Profit/Loss (-) $ -1,725 $ -350 $ -27,771
---------- ---------- ----------
Net Loss per share -
Basic and diluted
(Note #2) $-.0008 $-.0002 $-.0132
---------- ---------- ----------
Weighted average
number of common
shares outstanding 2,100,000 2,100,000 2,100,000
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements
8
<PAGE> 9
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- --------- ---------- --------
<S> <C> <C> <C> <C>
Balance,
December 31, 1998 21,000 $ 2,100 $ 0 $-2,450
September 3, 1999
Changed from no par
value to $0.001 -2,079 +2,079
September 3, 1999
Forward stock split
100:1 2,079,000 +2,079 -2,079
Net loss, Year Ended
December 31, 1999 -1,725
--------- --------- --------- --------
Balance,
December 31, 1999 2,100,000 $ 2,100 $ 0 $-4,175
Net Loss
January 1, 2000, to
June 30, 2000 -23,596
--------- --------- --------- --------
Balance,
June 30, 2000 2,100,000 $ 2,100 $ 0 $-27,771
--------- --------- --------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE> 10
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
3 Mos. Ended 3 Mos. Ended 6 Mos. Ended 6 Mos. Ended
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $-1,290 $ 0 $-23,596 $ 0
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +1,290 0 +23,596 0
------- ------- -------- --------
Net cash used in
operating Activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
------- ------- -------- --------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0 0
------- ------- -------- --------
Cash, end of period $ 0 $ 0 $ 0 $ 0
------- ------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements
10
<PAGE> 11
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Nov. 25, 1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1999 1998 2000
------------ ------------ -------------
<S> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $-1,725 $-350 $-27,771
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Changes in Assets
and Liabilities
Increase in current
Liabilities
Officers Advances +1,725 +350 +25,671
------- ----- -------
Net cash used in
operating Activities $ 0 $0 $-2,100
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +2,100
------- ----- -------
Net increase
(decrease)
in cash $ 0 $ 0 $ 0
Cash, beginning
of period 0 0 0
------- ----- -------
Cash, end of period $ 0 $ 0 $ 0
------- ----- -------
</TABLE>
The accompanying notes are an integral part of these financial statements
11
<PAGE> 12
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000, and December 31, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 25, 1996, under the laws of the State
of Nevada as FLICKERING STAR FINANCIAL, INC. The Company currently has
no operations and in accordance with SFAS #7, is considered a
development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of December 31, 1999, or June 30, 2000.
12
<PAGE> 13
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs
of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires
most costs of start-up activities and organization costs to be
expensed as incurred. With the adoption of SOP 98-5, there has
been little or no effect on the company's financial statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 30, 2000, the Company had no dilative common
stock equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
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FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The Y2K issue had no effect on this Company.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
2000, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $4,175
Valuation allowance $4,175
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in 2016 and
2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of FLICKERING STAR FINANCIAL, INC. consists
of 25,000,000 shares with a par value of $0.001 per share.
Preferred Stock
FLICKERING STAR FINANCIAL, INC. has no preferred stock.
14
<PAGE> 15
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and December 31, 1999
NOTE 4 - STOCKHOLDERS' EQUITY (CONTINUED)
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.
On September 3, 1999, the Company forward split its common stock 100:1,
thus increasing the number of outstanding common stock shares from
21,000 shares to 2,100,000.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company.
NOTE 6 - 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 of 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 interests. The
Company has not formulated a policy for the resolution of such
conflicts.
15
<PAGE> 16
FLICKERING STAR FINANCIAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 2000, and December 31, 1999
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 8 - OFFICERS ADVANCES
While the Company is 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 any costs incurred by it. These funds are
interest free.
16
<PAGE> 17
Item II. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company has not commenced business activities and has no assets or
operations. The Company has not entered into any negotiations to effectuate a
business combination.
The Company is dependent upon its officers to meet any de minimis costs
which may occur. Ginger B. Quealy, an officer and director of the Company, has
agreed to provide the necessary funds, without interest, for the Company to
comply with the Securities Exchange Act of 1934, as amended, provided that she
is an officer and director of the Company when the obligation is incurred. All
advances are interest-free.
In addition, since the Company has had no operating history nor any
revenues or earnings from operations, with no significant assets or financial
resources, the Company will in all likelihood sustain operating expenses without
corresponding revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating loss which
will increase continuously until the Company can consummate a business
combination with a profitable business opportunity and consummate such a
business combination.
This discussion may contain certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Actual results
could differ materially from those forward-looking statements. The factors that
may cause actual results to differ materially is that the Company has no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public company and that
there can be no assurance that the Company will be successful in identifying and
evaluating suitable business opportunities or including a business combination.
Item III. Qualitative and Quantitative Disclosures About Market Risk.
The Company has neither considered or conducted any research concerning
qualitative and quantitative market risk.
17
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PART II
OTHER INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
Item 1 -- Legal Proceedings ................................... None
Item 2 -- Changes in the Rights of the Company's
Security Holders .................................... None
Item 3 -- Defaults by the Company on its
Senior Securities ................................... None
Item 4 -- Submission of Matter to Vote of Security
Holders ............................................. None
Item 5 -- Other Information
</TABLE>
(a) Board Meeting
The board held one meeting during the current quarter, including both
regularly scheduled and special meetings and actions by unanimous written
consent.
(b) Committees
The board of directors has not established any audit committee. In
addition, the Company does not have any other compensation or executive or
similar committees. The Company will not, in all likelihood, establish any
audit committee until such time as the Company completes a business
combination, of which there can be no assurance. The Company recognizes that an
audit committee, when established, will play a critical role in the financial
reporting system of the Company by overseeing and monitoring management's and
the independent auditors' participation in the financial reporting process. At
such time as the Company establishes an audit committee, its additional
disclosures with the Company's auditors and management may promote investor
confidence in the integrity of the financial reporting process.
Until such time as an audit committee has been established, the full
board of directors will undertake those tasks normally associated with an audit
committee to include, but not by way of limitation, the (i) review and
discussion of the audited financial statements with management, (ii)
discussions with the independent auditors the matters required to be discussed
by the Statement On Auditing Standards No. 61, as may be modified or
supplemented, and (iii) received from the auditors disclosures regarding the
auditors' Independents Standards Board Standard No. 1, as may be modified or
supplemented.
The board of directors of the Company, consistent with its intent to
enhance the reliability and credibility of its financial statements, has
submitted the financial statements
18
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included in this Form 10-QSB to its independent auditors prior to the filing of
this report. An audit was completed for the period then ended.
Item 6 - Exhibits and Reports on Form 8-K
The following exhibits are filed with this report:
(a) No reports on Form 8-K were filed during the quarter for which
the report is filed.
(b) Financial Data Schedule 27.1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 11, 2000 FLICKERING STAR FINANCIAL, INC.
By: /s/ Ginger B. Quealy
---------------------------
Ginger B. Quealy
President
19
