FAR EAST VENTURES INC
8-K, 2000-09-07
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934


        Date of Report (Date of Earliest Event Reported): August 28, 2000


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

   Nevada                          0-24885                      88-0378451
(State or other              (Commission File No.)            (IRS Employer
jurisdiction of                                             Identification No.)
 incorporation)


       8725 N.W. 18th Terrace, Penthouse Suite 402, Miami, FL     33172
       -----------------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (305) 629-8200


           3960 Howard Hughes Parkway, 5th Floor, Las Vegas, NV 89109
           ----------------------------------------------------------
                (Former address if changed since last report)






<PAGE>

Item 1  Changes in Control of Registrant

     The  Registrant  is now  controlled by Michael S.  Fletcher,  an individual
domiciled  in Florida.  Registrant  entered into a Restated  Stock  Transfer and
Exchange  Agreement  described  in Item 2,  below.  As the sole  shareholder  of
Sophisticated  Communications,  Inc., Mr. Fletcher now owns approximately 50% of
the shares of the Company.


Item 2.   Acquisition or Disposition of Assets.

     On August 28, 2000, the Company  entered into a Restated Stock Transfer and
Exchange Agreement to purchase all the issued and outstanding shares of stock of
Sophisticated   Communications,   Inc.,  a  Florida  corporation   ("SCI"),  for
12,400,000  restricted  shares of the Registrant's  common stock with represents
approximately 50% of the then issued and outstanding  shares of the Registrant's
common stock.  SCI is in the  communications  business  including  prepaid phone
cards.

Item 5.  Other Events.

     Shareholders  in early  August  elected  Allen  Burditt  and  Warren  Davis
Directors  of the  Company.  On August 11, 2000 the  shareholders  removed  Fred
Bilawey and Darrell Mills as officers and directors of Registrant.  On September
1, 2000 the  shareholders  elected  Michael S. Fletcher,  Sean Fletcher and Joel
Velazquez as Directors. On that date, Allen Burditt resigned as Director and CEO
and Warren  Davis  resigned as Director  and  officer.  As of September 1, 2000,
Michael S. Fletcher is Chairman of the Board and Chief Executive  Officer.  Sean
Fletcher  is  Secretary  and  Joel  Velazquez  is  Chief  Financial  officer  of
Registrant.

     Darrell Mills,  who was terminated as an officer and director of Registrant
on August 11, 2000, has contested his termination.


Item 7  Financial Statements and Exhibits

     (a)  Financial statements of business acquired.

          The  financial  statements  are  unavailable  as of the  date  of this
          filing.  Such  information will be filed on or before the sixtieth day
          following the due date of this Current Report on Form 8-K.

     (b)  Pro forma financial information.

          The pro forma  financial  information is unavailable as of the date of
          this filing.  Such information will be filed on or before the sixtieth
          day following the due date of this Current Report on Form 8-K.

     (c) Exhibits

Exhibit
Number                   Description
-------                  -----------
2.1                 Restated Stock Transfer and Exchange Agreement dated as of
                    August 28, 2000


<PAGE>

                                   Signatures

     Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                   FAR EAST VENTURES, INC.
                                   (Registrant)



                                By: /s/ Michael S. Fletcher
                                    ------------------------
                                Name:     Michael S. Fletcher
                                Title:    Chairman and Chief Executive  Officer

Dated: September 7, 2000




<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number                        Description
-------                       -----------
2.1                      Restated Stock Transfer and Exchange Agreement dated as
                         of August 28, 2000











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