U.S. 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, 2001.

         [ ]  Transition  report  under  Section  13 or 15(d) of the  Securities
         Exchange Act of 1934

          For the transition period from ------------ to ------------.

                    Commission file number                     000-28889
                                          --------------------------------------

                            FAR REACH HOLDINGS, LTD.
      ---------------------------------------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)

            Nevada                                              33-0885763
-------------------------------------------------------------------------------
 (State or other jurisdiction                                  (IRS Employer
of incorporation or organization)                            Identification No.)

               44489 Town Center Way, #D415 Palm Desert, CA 92260
  -----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (760) 773-9227
                            Issuer's telephone number


         (Former name,  former  address and former fiscal year, if changed since
last report.)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares  outstanding of each of the issuer's classes
of common  equity,  as of the latest  practical  date:  June 30, 2001  2,000,000


         Transitional  Small Business  Disclosure Format (check one). Yes ; No X


<PAGE>

                                     PART I


Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT


Far Reach Holdings, Ltd.
(A Development Stage Company)

         We have reviewed the accompanying  balance sheet of Far Reach Holdings,
Ltd. (A  Development  Stage  Company) as of June 30, 2001 and December 31, 2000,
and the related statements of operations for the three and six months ended June
30, 2001 and 2000 and cash flows for the six month  periods  ended June 30, 2001
and 2000.  These financial  statements are the  responsibility  of the Company's
management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.

                                                   Respectfully submitted



                                                   \s\ Robison, Hill & Co.
                                                   ----------------------------
                                                   Certified Public Accountants

Salt Lake City, Utah
August 16, 2001



                                        2

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                                                  June 30,          December 31,
                                                                                    2001                2000
                                                                             ------------------  ------------------
ASSETS
<S>                                                                          <C>                 <C>
   Cash                                                                      $             --    $             --
                                                                             ==================  ==================


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable                                                           $            1,107  $              671
  Accrued expenses                                                                            -                   -
                                                                             ------------------  ------------------

          Total Liabilities                                                               1,107                 671
                                                                             ------------------  ------------------

Stockholders' Equity
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 2,000,000 shares at June 30, 2001
    and December 31, 2000                                                                 2,000               2,000
Paid-In Capital                                                                           3,990               2,590
Deficit Accumulated During the
    Development Stage                                                                    (5,897)             (4,061)
Retained Deficit                                                                         (1,200)             (1,200)
                                                                             ------------------  ------------------

          Total Stockholders' Equity                                                     (1,107)               (671)
                                                                             ------------------  ------------------

          Total Liabilities and Stockholders' Equity                         $             --    $             --
                                                                             ==================  ==================

</TABLE>





                 See accompanying notes and accountants' report

                                        3

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                     Cumulative
                                                                                                        since
                                      For the Three Months              For the Six Months          June 5, 1999
                                             Ended                            Ended                 Inception of
                                            June 30,                         June 30,                Development
                                -------------------------------- --------------------------------
                                      2001            2000             2001            2000             Stage
                                ---------------- --------------- ---------------- --------------- -----------------

<S>                             <C>              <C>             <C>              <C>             <C>
Revenues                        $           --   $          --   $           --   $          --   $           --
                                ---------------- --------------- ---------------- --------------- -----------------

Expenses
  Selling, general and
  administrative expenses                  1,818               -            1,836           1,450             5,897
                                ---------------- --------------- ---------------- --------------- -----------------

Loss Before Taxes                         (1,818)              -           (1,836)         (1,450)           (5,897)
Income taxes                                   -               -                -               -                 -
                                ---------------- --------------- ---------------- --------------- -----------------

       Net Income (Loss)        $         (1,818)$         --    $         (1,836)$        (1,450)$          (5,897)
                                ================ =============== ================ =============== =================

Basic & Diluted loss
Per Share                       $           --   $         --    $           --   $          --
                                ================ =============== ================ ===============

</TABLE>

















                 See accompanying notes and accountants' report

                                        4

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                    Cumulative
                                                                                                       since
                                                                                                   June 5, 1999
                                                                For the Six Months Ended           inception of
                                                                        June 30,                    development
                                                          -------------------------------------
                                                                2001                2000               stage
                                                          -----------------  ------------------ -------------------
Cash Flows from Operating Activities:
<S>                                                       <C>                <C>                <C>
    Net Loss                                              $          (1,836) $           (1,450)$            (5,897)
    Issuance of Common Stock for Services                                 -                   -               1,000
    Increase (Decrease) in Accounts Payable                             436                   -                 907
                                                          -----------------  ------------------ -------------------
        Net cash used in operating activities                        (1,400)             (1,450)             (3,990)
                                                          -----------------  ------------------ -------------------

Cash Flows from Investing Activities:
        Net cash provided by investing activities                         -                   -                   -
                                                          -----------------  ------------------ -------------------

Cash Flows from Financing Activities:
    Capital Contributed by Shareholder                                1,400               1,450               3,990
    Issuance of Common Stock                                              -                   -                   -
                                                          -----------------  ------------------ -------------------
         Net cash provided by
         financing activities                                         1,400               1,450               3,990
                                                          -----------------  ------------------ -------------------

Net change in cash and cash equivalents                                   -                   -                   -
Cash and cash equivalents
at beginning of period                                                    -                   -                   -
                                                          -----------------  ------------------ -------------------

Cash and cash equivalents at end of period                $            --    $             --   $              --
                                                          =================  ================== ===================

Supplemental Disclosure of Cash Flow
Information:
    Cash paid during the year for:
        Interest                                          $            --    $             --   $              --
        Franchise and income taxes                        $            --    $             --   $              --

Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None
</TABLE>


                 See accompanying notes and accountants' report

                                        5

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

         This summary of  accounting  policies for Far Reach  Holdings,  Ltd. (a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Interim Reporting

         The unaudited financial  statements as of June 30, 2001 and for the six
month period then ended reflect,  in the opinion of management,  all adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position  and results of  operations  for the six  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

Organization and Basis of Presentation

         The Company was  incorporated  under the laws of the State of Nevada on
May 23, 1996. The Company ceased all operating activities during the period from
May 23, 1996 to June 5, 1999 and was considered dormant. Since June 5, 1999, the
Company is in the development  stage,  and has not commenced  planned  principal
operations.

Nature of Business

         The  Company has no  products  or  services  as of June 30,  2001.  The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

Cash and Cash Equivalents

         For the purpose of  reporting  cash flows,  the Company  considers  all
highly liquid debt  instruments  purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.



                                        6

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  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  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
income (loss) per share computations are as follows:
<TABLE>
<CAPTION>

                                                                                                     Per-Share
                                                              Income              Shares               Amount
                                                              ------              ------               ------
                                                           (Numerator)         (Denominator)

                                                                 For the Three Months Ended June 30, 2001
Basic Income per Share
<S>                                                     <C>                 <C>                  <C>
Income to common shareholders                           $           (1,818)           2,000,000  $            --
                                                        ==================  ===================  ==================

                                                                 For the Three Months Ended June 30, 2000
Basic Loss per Share
Loss to common shareholders                             $            --               1,000,000  $            --
                                                        ==================  ===================  ==================

                                                                  For the Six Months Ended June 30, 2001
Basic Income per Share
Income to common shareholders                           $           (1,836)           2,000,000  $            --
                                                        ==================  ===================  ==================

                                                                  For the Six Months Ended June 30, 2000
Basic Loss per Share
Loss to common shareholders                             $          (1,450)            1,000,000  $            --
                                                        ==================  ===================  ==================
</TABLE>

         The effect of outstanding  common stock  equivalents are  anti-dilutive
for June 30, 2001 and 2000 and are thus not considered.



                                        7

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)

Concentrations of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.

NOTE 2 - INCOME TAXES

         As of June 30, 2001, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $7,000 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development stage.

NOTE 4 - COMMITMENTS

         As of June 30, 2001 all  activities of the Company have been  conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - STOCK SPLIT

         On November 11, 1999 the Board of Directors authorized 1,000 to 1 stock
split, changed the authorized number of shares to 100,000,000 shares and the par
value to $.001 for the Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying  financial  statements to
the number of common shares and per-share amounts for 2000 have been restated to
reflect the stock split.


                                        8

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED JUNE 30, 2001
                                   (Unaudited)


NOTE 6 - STOCK ISSUED

         During October of 2000, the Board of Directors  authorized the issuance
of  1,000,000  shares of stock to its sole  officer and  director  for  services
performed.
























                                        9

<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation

General

    This discussion should be read in conjunction with  Management's  Discussion
and Analysis of Financial  Condition  and Results of Operations in the Company's
annual report on Form 10-KSB for the year ended December 31, 2000.

Results of Operations

         For the quarter ended June 30, 2001 compared to the same period in 2000
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2001.

         The Company  had no sales or sales  revenues  for the six months  ended
June 30, 2001 or 2000.  The Company had no costs of sales  revenues  for the six
months ended June 30, 2001 or 2000.  The Company had general and  administrative
expenses of $1,836 for the six month  period  ended June 30, 2001 and $1,450 for
the same period in 2000.

         The Company  recorded  net loss of $1,836 for the six months ended June
30, 2001 compared to $1,450 loss for the same period in 2000.

Capital Resources and Liquidity

         At June 30, 2001,  the Company had total current assets of $0 and total
assets of $0 as  compared to $0 current  assets and $0 total  assets at December
31, 2000.  The Company had a net working  capital  deficit of $1,107 and $671 at
June 30, 2001 and December 31, 2000.

         Net stockholders' deficit in the Company was $1,107 and $671 as of June
30, 2001 and December 31, 2000.









                                       10

<PAGE>

PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

Item 4.  Submission of Matters to a Vote of Security Holders.

     None.

Item 5.  Other Information

         On August 1, 2001, the Company accepted David Sitko's  resignation from
his positions and nominated Gina Zapara as the new President, Secretary and Sole
director.

Item 6.  Exhibits and Reports on Form 8-K

         The Company has not filed a Form 8-K during the three months ended June
30, 2001.


                                       11

<PAGE>


                                   SIGNATURES



         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                            FAR REACH HOLDINGS, LTD.
                                  (Registrant)





DATE: August 20, 2001                       By:  /s/ Gina Zapara
     ----------------                           ------------------------------
                                           Gina Zapara
                                           President, Chief Finance Officer and
                                           Director










                                       12