8-K 1 form8k.txt FORM 8-K DATED 08-28-06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 28, 2006 FLICKERING STAR FINANCIAL, INC. ______________________________________________________ (Exact Name of Registrant as Specified in Charter) Nevada 000-28867 88-0407936 ________________________________________________________________________________ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 6767 W. Tropicana Avenue Suite 207 Las Vegas, Nevada 89103-4754 ___________________________________________________ (Address of principal executive offices) (Zip Code) (702) 248-1027 __________________________________________________ Registrant's telephone number, including area code N/A _____________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below of the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 8.01 OTHER EVENTS. Preliminary Negotiations. It is probable that we may seek a new business opportunity or business combination over the next thirty days. Our majority shareholders have had preliminary negotiations to effectuate a business combination with representatives of Pearl Consulting PLC. and, in addition, adding new directors to our board. 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 Securities Exchange Act of 1934 (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 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. 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 are 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. Definitive Agreement(s). In the event that we enter into a material definitive agreement with Pearl Consulting PLC, its related entities and its shareholders, or either, we will file a Form 8-K. We may be required to make additional disclosures in other filings to complete the business combination, to obtain the necessary shareholder approval to increase the number of authorized and unissued common stock, if requested, and to change our name to a name designated by Pearl Consulting PLC, if required, to comply with the 1934 Act. Accounting for a Business Combination. In July 2001, "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 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. Reverse Acquisition. 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. SIGNATURES 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 hereunto duly authorized. Date: August 28, 2006 FLICKERING STAR FINANCIAL, INC. By: /s/ GINGER B. QUEALY _________________________________ Giner B. Quealy President and Chief Executive Officer and Director

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 23, 2001

COMMISSION FILE NO. 000-28867

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 W. Tropicana Avenue, Suite 207
Las Vegas, Nevada		89146
(Address of principal executive offices)		(Zip code)
Issuer’s telephone number: (702) 248-1047

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT 3.3

Item 5. Other Events.

On October 19, 2001, the Board of Directors of Flickering Star Financial, Inc., (“the Company”) duly convened for a directors’ meeting and adopted the following resolutions:

RESOLVED: That Article IV, Section 4.01 of the Articles of Incorporation be amended to read in full as follows:

“Section 4.01 — Number and Class. The total number of shares of stock which the Corporation shall have authority to issue is Twenty-Five Million (25,000,000). The par value of each of such shares is $.004. All such shares are one class and are shares of Common Stock. Upon the amendment of this Section to read as hereinabove set forth, each one (1) outstanding shares is split, reconstituted and converted into four (4) shares.

The Common Stock may be issued from time to time without action by the stockholders. The Common Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.

The Board of Directors may issue such shares of Common Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by them.

On October 19, 2001, shareholders owning a majority of the issued and outstanding shares of stock of the Company, by written consent, approved the amendment to the Articles of Incorporation.

On October 23, 2001, the Company caused to the be filed with the Secretary of State of the State of Nevada the Certificate of Amendment (See Item 6 below).

Item 7. Exhibits and Reports on Form 8-K

The following exhibit is filed with this report:

(a) Certificate of Amendment of Articles of Incorporation.

SIGNATURES

The Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 25th day of October, 2001.

FLICKERING STAR FINANCIAL, INC. By: /s/ Ginger B. Quealy Ginger B. Quealy President

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