FAR EAST VENTURES INC, 10KSB, 1999-03-02

FAR EAST VENTURES INC
10KSB, 1999-03-02
BLANK CHECKS

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the year ended December 31, 1998.

Commission File Number 000-24885

FAR EAST VENTURES, INC.
(Exact name of registrant as specified in its charter)

Nevada 88-0378451
(State of organization) (I.R.S. Employer Identification No.)

4056 Elkridge Dr., Las Vegas, NV 89121
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 735-5960

Registrant's Attorney: Daniel G. Chapman, Esq.,
3360 W. Sahara Ave., Suite 200
Las Vegas, NV 89102
(702) 732-2253, FAX (702) 732-7516

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:
Common Stock, $0.001 par value per share

ITEM 1. DESCRIPTION OF BUSINESS

FAR EAST VENTURES, INC. (the "Company") is a Nevada corporation
formed on November 23, 1993. Its principal place of business is
located at 4056 Elkridge Dr., Las Vegas, NV
89121. The Company was organized to engage in any lawful
corporate business, including but not limited to, participating
in mergers with and acquisitions of other companies. The Company
has been in the developmental stage since inception and has no
operating history other than organizational matters. The Company
filed a Form 10-SB with the Securities and Exchange Commission in
September, 1998, and became a reporting company on November 9,
1999, when the Form 10-SB became effective.

The Company was formed in 1993 by Mr. Peter Berney, an
acquaintance of the present officers and directors, and brother
of director Andrew Berney. Mr. Berney sold most of his founder
shares to the four current officers and directors for cash
shortly after forming the Company. The original purpose of the
company was to engage in any legal activity, including locating a
merger candidate or acquisition target. Management decided to
file the Form 10-SB in mid 1997 in order to enhance the perceived
value of the Company as a merger partner or acquisition vehicle.
The funds for preparing the Form 10-SB are provided by Mr. Andrew
Berney, a director of the Company. All funds so advanced will be
repaid to him, without interest, at such time that a business
combination is completed.

The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can
merge. The Company has not selected any company as an acquisition
target or merger partner and does not intend to limit potential
candidates to any particular field or industry, but does retain
the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual
stage only.

The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under "Item
2, Plan of Operation". As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from one of the directors, Andrew Berney at no cost to the
Company, and Management expects this arrangement to continue. The
Company pays its own charges for long distance telephone calls
and other miscellaneous secretarial, photocopying, and similar
expenses. This is a verbal agreement between Andrew Berney and
the Board of Directors.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No items were submitted to a vote of the security holders by the
Company during the year ended December 31, 1998.

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

The Company's common stock is quoted on the over-the-counter
market in the United States under the symbol FEVI. Management has
not undertaken any discussions, preliminary or otherwise, with
any prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

After a merger or acquisition has been completed, one or both of
the Company's officers and directors will most likely be the
persons to contact prospective market makers. It is also possible
that persons associated with the entity that merges with or is
acquired by the Company will contact prospective market makers.
The Company does not intend to use consultants to contact market
makers.

Market Price

The Registrant's Common Stock is not quoted at the present time.

Effective August 11, 1993, 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 stocks in both public offerings 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.

The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.

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

Holders

There are 40 holders of the Company's Common Stock. The four
officers and directors received their stock from Mr. Peter Berney
either as a gift or as payment for then-existing debts. A portion
of the stock held by these four individuals was given or sold to
a number of their friends and business acquaintences. 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.

Dividends

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

Recent Sales

No sales of unregistered shares occurred during fiscal year 1998.

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

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.

Plan of Operation - General

The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any
specific business or company, and the Company has not identified
any specific business or company for investigation and
evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material
discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its
search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually
any kind or nature. Discussion of the proposed business under
this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into
potential business opportunities.

The Company may seek a business opportunity with a firm which
only recently commenced operations, or a developing company in
need of additional funds to expand into new products or markets
or seeking to develop a new product or service, or an established
business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to
be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing
businesses as subsidiaries.

The Company is filing this Form 10-SB on a voluntary basis
because the primary attraction with the Registrant as a merger
partner or acquisition vehicle will be its status as an SEC
reporting company. Any merger or other combination will most
likely result in the Registrant a issuing significant number of
common shares, which would create a substantial dilution to the
existing shareholders.

Selecting a business opportunity will be complex and extremely
risky. Because of 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 a publicly-traded
corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statues) for all shareholders, and other items.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.

Management believes that the Company may be able to benefit from
the use of "leverage" in the acquisition of a business
opportunity. Leveraging a transaction involves acquiring a
business while incurring significant indebtedness for a large
percentage of the purchase price of that business. Through
leveraged transactions, the Company would be required to use less
of its available funds for acquiring the business opportunity
and, therefore, could commit those funds to the operations of the
business opportunity, to acquisition of other business
opportunities, or to other activities. The borrowing involved in
a leveraged transaction will ordinarily be secured by the assets
of the business opportunity to be acquired. If the business
opportunity acquired is not able to generate sufficient revenues
to make payments on the debt incurred by the Company to acquire
that business opportunity, the lender would be able to exercise
the remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the Company
must commit to acquire a business opportunity, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when
interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates,
because the investment in the business opportunity held on a
leveraged basis will only be profitable if it generates
sufficient revenues to cover the related debt and other costs of
the financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions on
the future borrowing, distribution, and operating policies of the
Company. It is not possible at this time to predict the
restrictions, if any, which lenders may impose, or the impact
thereof on the Company.

The Company has insufficient capital with which to provide the
owners of business opportunities significant cash or other
assets. Management believes the Company will offer owners of
business opportunities the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost
than is required to conduct an initial public offering. The
owners of the business opportunities will, however, incur
significant post-merger or acquisition registration costs in the
event they wish to register a portion of their shares for
subsequent sale. The Company will also incur significant legal
and accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing post-
effective amendments, Forms 8-K, agreements, and related reports
and documents. Nevertheless, the officers and directors of the
Company have not conducted market research and are not aware of
statistical data which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business
opportunity. The Company does not intend to make any loans to any
prospective merger or acquisition candidates or to unaffiliated
third parties.

The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the
Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.

Sources of Opportunities

The Company will seek a potential business opportunity from all
known sources, but will rely principally on personal contacts of
its officers and directors as well as indirect associations
between them and other business and professional people. It is
not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.

Management, while not especially experienced in matters relating
to the new business of the Company, will rely upon their own
efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets
with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any
outside consultants and none are anticipated in the future. In
the past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.

As is customary in the industry, the Company may pay a finder's
fee for locating an acquisition prospect. If any such fee is
paid, it will be approved by the Company's Board of Directors and
will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably
down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee
could, in certain circumstances, be paid to any employee,
officer, director or 5% shareholder of the Company, if such
person plays a material role in bringing a transaction to the
Company.

The Company will not have sufficient funds to undertake any
significant development, marketing and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition it would, most likely, need to seek debt or equity
financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a
substantial portion of its interest in any acquired product.
There is no assurance that the Company will be able either to
obtain additional financing or interest third parties in
providing funding for the further development, marketing and
manufacturing of any products acquired.

Evaluation of Opportunities

The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of the
Company (see "Management"). Management intends to concentrate on
identifying prospective business opportunities which may be
brought to its attention through present associations with
management. In analyzing prospective business opportunities,
management will consider, among other factors, such matters as;
1) the available technical, financial and managerial resources
2) working capital and other financial requirements
3) history of operation, if any
4) prospects for the future
5) present and expected competition
6) the quality and experience of management services which may
be available and the depth of that management
7) the potential for further research, development or
exploration
8) specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company
9) the potential for growth or expansion
10) the potential for profit
11) the perceived public recognition or acceptance of products,
services or trades
12) name identification

Officers and directors of each company will meet personally with
management and key personnel of the firm sponsoring the business
opportunity as part of their investigation. To the extent
possible, the Company intends to utilize written reports and
personal investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained.

Opportunities in which the Company participates will present
certain risks, many of which cannot be adequately identified
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have
been unable to develop a going concern or may present a business
in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to the Company's participation.) Even after the Company's
participation, there is a risk that the combined enterprise may
not become a going concern or advance beyond the development
stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.

The investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require
substantial management time and attention and substantial costs
for accountants, attorneys and others. If a decision is made not
to participate in a specific business opportunity the cost
therefore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss of the Company
of the related costs incurred.

There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.

Acquisition of Opportunities

In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present
management and shareholders of the Company will not be in control
of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.

It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable Federal and state securities laws.
In some circumstances, however, as a negotiated element of this
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into
any trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.

While the actual terms of a transaction to which the Company may
be a party cannot be predicated, 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 of 1986,
as amended (the "Code"). In order to obtain tax free treatment
under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than 20%
of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.

As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check reference of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.

The manner in which each Company participates in an opportunity
will depend on the nature of the opportunity, the respective
needs and desires of the Company and other parties, the
management of the opportunity, and the relative negotiating
strength of the Company and such other management.

With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the
percentage of the Company which the target company's shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.

Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.

Competition

The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.

Year 2000 Compliance

The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.

Regulation and Taxation

The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading securities. While the Company does not intend to engage
in such activities, the Company obtains or continues to hold a
minority interest in a number of development stage enterprises.
The Company could be expected to incur significant registration
and compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review the Company's activities from time to time with a view
toward reducing the likelihood the Company could be classified as
an "investment company".

The Company intends to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.

Employees

The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company. (See "Management").

ITEM 7. FINANCIAL STATEMENTS

The financial statements and supplemental data required by this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10-KSB.

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

The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS

The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.

There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.

The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.

Information as to the directors and executive officers of the
Company is as follows:
<TABLE>

Name/Address Age Position

Lizabeth Diller 36 President /
9808 Piper Glen Director
Las Vegas, NV 89134

Michael L. Eaton 61 Secretary / Treasurer /
4900 E. Tropicana Ave. Director
Las Vegas, NV 89121

Andrew W. Berney 40 Director
4056 Elkridge Dr.
Las Vegas, NV 89121

Randy McDowell 42 Director
100 N. Wallace St. #232
Henderson, NV 89017

</TABLE>

Lizabeth Diller President/Director

Ms. Diller has been a Director and Officer of the corporation
since April 1994. Since February 1994, she has been the Executive
Casino Slot Host at Caesar's Palace in Las Vegas, NV. Ms.
Diller's responsibilities here include developing a clientele
through marketing and customer service, which includes
arrangements for accommodations, entertainment, and dining,
granting complimentaries based on play, and entertaining VIP
players at special events and parties.

From October of 1992 to February 1994, she served as Assistant
Store Manager for Escada Retail Inc., in Las Vegas, Nevada.
Responsibilities included supervision development and sales
support for staff. Handling customers special requests and direct
communication with buyers and vendors regarding merchandise
needs. In July of 1990 to July 1992 Ms. Diller was Store Manager
for Victoria's Secret in Brea, California. Her responsibilities
included supervision and training of a staff of 18 including 2
Assistant Managers. Developing and motivating staff to high
levels of sales performance and customer service standards. She
was also responsible for maintaining high standards in
merchandise presentation to maximize store volume at all times.

From August 1986 to February 1990 she served as a Store Manager
for Ann Taylor in Torrance, California. Here the responsibilities
included overseeing and managing a profitable store. Supervision,
training, and team building for 25 associates. Development of two
Assistant Managers in the areas of sales, expertise, personnel,
merchandising and store operations. Maintain high standards in
merchandise presentation with the ability to analyze merchandise
needs then communicating needs to supervisors and buyers.
Starting in April 1980 and ending in July 1986, Ms. Diller served
as an Assistant Manager for Women's Sportswear at The Bon Marche'
in Eugene, Oregon. Responsibilities here included customer
special requests, inventory and loss control, major sale set-up
and break-down. Frequent buyer communication and striving to
maintain an excellent rapport with fellow associates.

Michael L. Eaton Secretary/Treasurer/Director

Michael L. Eaton has been a Director and Officer of the
corporation since April of 1994. Since November 1994, Mr. Eaton
has been President of Columbine Ventures, Las Vegas, where he
oversees the corporation's taverns.

Since February 1994 Mr. Eaton has been with Jet West Airlines of
Las Vegas, Nevada. Here Mr. Eaton developed Maintenance Manuals
and an Inspection program for the Airline. He also developed
financial forecasts, aircraft and equipment procurement programs
and the DOT document.

From August 1993 to January 1994 Mr. Eaton worked at Grand
Airways, Las Vegas, Nevada, as the Director of Quality Control.
Here Mr. Eaton developed the Maintenance, inspection and store
programs for the FAR 121 airline.

From December 1992 to July 1993, Mr. Eaton was in the Employ of
Family Airlines, Las Vegas, Nevada as the Director of Quality
Control. Here Mr. Eaton developed maintenance manuals for the
company as well as establishing all inspection procedures and
record keeping standards for the airline.

From August 1992 to December 1992 Mr. Eaton was working for the
Imperial Palace in Las Vegas, Nevada as the Company Maintenance
Representative. At the Imperial Palace Mr. Eaton worked with two
727-100 aircraft while in C&D checks.

From May 1990 to December 1991 Mr. Eaton worked for Aerotest,
Inc., of Mojave, California as the Supervisor of the Overhaul and
Modification Department. Here Mr. Eaton supervised overhaul,
repair and modifications of various types of customer aircraft.

From February 1989 to February 1990 Mr. Eaton worked for Private
Jet Expeditions of Wichita, Kansas as Chief Inspector. Here Mr.
Eaton performed normal duties of Chief Inspector for Boeing 727
Aircraft. He was also the Company representative at Page Avjet
during heavy check and modification.

From November 1987 to November 1988, Mr. Eaton worked for Neptune
Aircraft Services of Las Vegas, Nevada as the Director of
Maintenance. Here Mr. Eaton authored the company's Policy and
Procedures Manuals. He established and maintained both the
Insurance and Maintenance Departments.

From January 1984 to November 1987, Mr. Eaton worked for Sunworld
Airlines of Las Vegas, Nevada as the Manager of Maintenance.
During his employment here Mr. Eaton was responsible for the
operation of seven DC-9 and five Boeing 737-300 aircraft. He
managed 45 employees, including stores and line maintenance.

From June 1969 to August 1983, Mr. Eaton was the Supervisor and
Lead Mechanic for Continental Airlines in Denver, Colorado. Here
Mr. Eaton worked in a full range of experience in line and
terminal maintenance, inspection, heavy checks, engine overhaul
(jet and turbo-prop), aircraft, avionics troubleshooting, and
autoshop.

Randy J. McDowell Director

Randy J. McDowell has been a Director of the Company since April
1994. Since August 1, 1996 he has served as a Senior Loan Officer
for United Mortgage Guarantee, Las Vegas, Nevada. His abilities
include exceptional mathematical, management, and organizational
skills. As a manager he has been responsible for over 30 million
dollars in loans outstanding, various training and solicitation
programs, office budget control, hiring and training office
personnel, and forecasting monthly and yearly office growth.

He also is an officer and director of M-80s Inc., a company
formed in May, 1998, which operates in the entertainment field.

From November 1994 to July 31, 1996, he served as a Senior Loan
Officer for United Lending Group, Las Vegas, Nevada.

From March 1993 to November 1994, he served as Senior Assistant
Manager for The Money Store, Las Vegas, Nevada.

From September 1992 to March 1993, he was Senior Collector for
Quality Home Foods, Las Vegas, Nevada.

From January 1989 to September 1992, he owned Film Productions,
Palm Springs, CA.

From November 1986 to January 1989, he was a Credit Collections
Manager for Riverside Thrift and Loan, Las Vegas, Nevada.

From November 1982 to November 1986 he was Manager of the
Associates Finance, Palm Springs, CA.

From June 1979 to November 1982 he was the Executive Branch
Manager for Transamerica Financial Services, Palm Springs, CA.

From May 1997, through June 1998, Mr. McDowell served as an
officer an director of Nostalgia Motorcars, Inc., an OTC Bulletin
Board company. From May 1994 through May 1997, he served as
officer and director of GTC Telecom, also an OTC Bulletin Board
company.

From June 1974 to June 1979, he served as a Sergeant/E-5 in the
5th Special Forces in the United States Army, Rad Tolz, Germany.

He is a graduate of the University of Michigan, Ann Arbor, MI in
1979. While there, he was a Business analysis major and received
a Business Science Degree.

He also graduated from Cass Technical High School, Detroit, MI
with honors in 1974.

In addition to these educational achievements, he has also
attended many company-sponsored courses on training, sales, and
management.

Andrew W. Berney Director

Mr. Berney has been a Director of the Company since September 27,
1997.

He has been President of Equity First Associates, Inc., Las
Vegas, NV, since purchasing his ownership interest in that
company in January of 1998. Prior to that time, he was a Loan
Officer with Equity First since January of 1997.

He has been the Secretary / Treasurer of Cambro Investment Group,
Inc., a family-owned corporation, since August of 1993.

From July 1995 to September 1995, he was a Mortgage Loan Officer
with United Lending Group, Las Vegas, NV.

From December 1994 to June 1995 he was the Las Vegas Branch
Manager for Equicredit Corporation, a company engaged in the
wholesale mortgage real estate loan business.

From July 1993 through November 1994, Mr. Berney was District
Manager for Ford Consumer Finance Company, Inc., in Las Vegas.

In October 1992, he joined The Moneystore in Las Vegas, where he
served as branch manager until resigning in July, 1993.

From February through October of 1992, he was a loan officer in
the direct sales department of Ford Consumer Finance Company,
Inc., in Laguna Hills, CA.

From March 1988 through December 1991, he was the Senior
Executive Branch Manager for Transamerica Financial Services,
Inc., in Santa Ana, CA.

From December 1982 through June 1985, he was an assistant branch
manager for the Scottsdale office of Associates Financial
Services of Arizona.

Blank Check Experience

In addition to the experience described above, Mr. Andrew Berney
is or has been an officer and/or director of a number of blank
check companies.
M.M. Cork Enterprises, Inc. - President from January 1996
through September 1996. He resigned as part of a merger
agreement with International Forest Industries, Inc.,
which then merged with Flour City International, Inc.
Mr. Berney received no compensation as part of the
merger, other than shares in Flour City in exchange for
his shares in M.M. Cork, which were granted in the same
amount as all other shareholders received.
Caye Chapel, Inc. - Officer and Director from September 1995
through October 1998. He resigned as part of a merger
agreement in October, 1998. Mr. Berney received no
compensation as part of the merger, other than shares
in the surviving entity (Caye Chapel, Inc.), which were
granted in the same amount as all other shareholders
received.
Cambridge Funding Group, Inc. - Officer and Director from
June, 1995 through October, 1998. He resigned as part
of a merger agreement with Agriceuticals, Inc. in
October, 1998. Mr. Berney received no compensation as
part of the merger, other than shares in Agriceuticals,
Inc. which were granted in the same amount as all other
shareholders received.
Torrey Pines Nevada, Inc. - Secretary and Director from
October 1992 until April 1996.
LPI, Inc. - Officer and Director from June 1991 through
April 1997.
Corporate Tours and Travel, Inc. - Director and Officer from
October 21, 1993 through the present.
Austin Land & Development, Inc. - Officer and Director since
September 1995.
Austin Land & Resources, Inc. - Officer and Director since
September 1995.
Austin Underground, Inc. - Officer and Director since
November 1994.
Exclusive Cruises and Resorts, Inc. - Officer and Director
from February 1995 through April 1998.
American Flintlock Company - Officer and Director since
March, 1993
Asian-American International, Inc. - Officer and Director
since November, 1994.
Travel Masters - Officer and Director since March, 1995.
Winecup Lands & Cattle Company, Inc. - Officer and Director
since December, 1992.
Cool-Ex International, Inc. - Officer and Director since
July, 1997.
Panda Pacific, Inc. - Officer and Director since May, 1997.
Computer Giftware Company - Officer and Director since
March, 1993.
Metrobell Telecom Corp. - Officer and Director since
February, 1992.
Handell Graff, Inc. - Officer and Director since 1993.
Cherokee Leather, Inc. - Officer and Director since 1995.
Mirex, Inc. - Officer and Director since 1996.
De Sorca, Inc. - Officer and Director since 1993.
Vista Medical Terrace, Inc. - Officer and Director since
1990.

In addition to the experiences described above, Mr. Michael Eaton
is or has been an officer and/or director of two blank check
companies: Allwest Systems International, LLC, and Com 101, Inc.
Both of these entities merged in May, 1997. Mr. Eaton received no
compensation as part of the mergers, other than shares in the
surviving companies, which were granted in the same amount as all
other shareholders received.

There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.

Conflicts of Interest

Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Company's affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations.

The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. If a situation arises in which more than one
company desires to merge with or acquire that target company and
the principals of the proposed target company have no preference
as to which company will merge or acquire such target company,
the company of which the President first became an officer and
director will be entitled to proceed with the transaction. Except
as set forth above, the Company has not adopted any other
conflict of interest policy with respect to such transactions.

With respect to the blank-check companies in which any of the
officers and directors of this Company serve as officers and/or
directors, none have filed registration statements prior to this
Company filing its registration.

Investment Company Act Of 1940

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

ITEM 10. EXECUTIVE COMPENSATION

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

It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to
the surviving entity, or otherwise provide other compensation to
such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision
to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the
Company and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.

It is possible that persons associated with management may refer
a prospective merger or acquisition candidate to the Company. In
the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form
of cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined
as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like
transactions. No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.

No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth each person known to the Company,
as of January 7, 1999, to be a beneficial owner of five percent
(5%) or more of the Company's common stock, by the Company's
directors individually, and by all of the Company's directors and
executive officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares
shown.

<TABLE>

Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Lizabeth Diller 600,000 13.95%
9808 Piper Glen
Las Vegas, NV 89134
Common Randy McDowell 200,000 4.65%
100 N. Wallace St. #232
Henderson, NV 89017
Common Michael L. Eaton 900,000 20.93%
4900 E. Tropicana Ave.
Las Vegas, NV 89121
Common Andrew W. Berney 500,000 11.63%
4056 Elkridge Dr.
Las Vegas, NV 89121
Common All Officers and 2,200,000 51.16%
Directors
(4 individuals)
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with any entity in which any of the Company's Officers,
Directors, principal shareholders or their affiliates or
associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy, through their own initiative may be changed.

The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

There have been no reports filed on Form 8-K since the effective
date of the Company's Form 10-SB. The following financial
statements are included as exhibits:

Report of Independent Auditor Barry L. Friedman, CPA, dated
January 29, 1999.

Balance Sheet as of December 31, 1998, December 31, 1997,
and December 31, 1996.

Statement of Operations for the years ended December 31,
1998, December 31, 1997, and December 31, 1996.

Statement of Changes in Stockholder's Equity for the years
ended December 31, 1998, December 31, 1997, and December 31,
1996.

Statement of Cash Flows for the years ended December 31,
1998, December 31, 1997, and December 31, 1996.

Notes to Financial Statements for the years ended December
31, 1998, December 31, 1997, and December 31, 1996.

INDEPENDENT AUDITOR'S REPORT

Board of Directors January 29, 1999
Far East Ventures, Inc.
Las Vegas, Nevada

I have audited the accompanying Balance Sheets of Far East
Ventures, Inc., (A Development Stage Company), as of December 31,
1998, December 31, 1997, and December 31, 1996, and the related
statements of operations, stockholders' equity and cash flows for
the three years ended December 31,1998, December 31,1997, and
December 31, 1996. 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 Far
East Ventures, Inc., (A Development Stage Company), as of
December 31, 1998, December 31, 1997, and December 31, 1996, and
the results of its operations and cash flows for the three years
ended December 31, 1998, December 31, 1997, and December 31,
1996, 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 no
established source of revenue. This raises substantial doubt
about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note #5.
The 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
Las Vegas, NV