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
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(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