[As adopted in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

                     U.S. Securities and Exchange Commission

                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
       [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended:                     June 30, 2000
                                          ----------------------------------

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

 For the transition period from                    to
                               -------------------      ---------------------
         Commission file number          0-730
                               -----------------------------

                            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.)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No


<PAGE>



                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDING DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes No -----


                      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,  2000  1,000,000
-----------------------------

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



<PAGE>



                                     PART I


Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT


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


           We have reviewed the accompanying balance sheet of Far Reach Holding,
Ltd.(a development stage company) as of June 30, 2000 and December 31, 1999, and
the related  statements  of  operations  for the three and six months,  and cash
flows for the six month  periods ended June 30, 2000 and 1999.  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
July 21, 2000




                                        3

<PAGE>



                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                   (Unaudited)


                                                          June 30,  December 31,
                                                          ----------------------
                                                            2000       1999
                                                           -------    -------
ASSETS ................................................... $  --      $  --


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable ....................................... $  --      $  --
  Accrued expenses .......................................    --         --
                                                           -------    -------

          Total Liabilities ..............................    --         --
                                                           -------    -------

Stockholders' Equity .....................................    --         --
Common stock (par value $.001), 100,000,000 shares
  authorized, issued 1,000,000 shares at June 30,
  2000 and December 31, 1999 .............................   1,000      1,000
Paid-In Capital ..........................................   1,890        440
Retained deficit .........................................  (1,200)    (1,200)
Deficit accumulated during development stage .............  (1,690)      (240)
                                                           -------    -------

          Total Stockholders' Equity .....................    --         --
                                                           -------    -------

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














                 See accompanying notes and accountants' report


                                        4

<PAGE>


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



<TABLE>
<CAPTION>


                                                                                   Cumulative
                               For the Three Months        For the Six Months         Since
                                      Ended                       Ended            Inception of
                                     June 30,                    June 30,          Development
                             ------------------------   ------------------------
                                 2000         1999          2000         1999         Stage
                             -----------  -----------   -----------   ----------   -----------
<S>                          <C>          <C>           <C>           <C>          <C>
Revenues ..................  $      --    $      --     $      --     $     --     $      --
                             -----------  -----------   -----------   ----------   -----------

Expenses
  Selling, general and
    administrative expenses         --            240         1,450          240         1,690
                             -----------  -----------   -----------   ----------   -----------

Operating Loss ............         --           --            --           --            --

Other income (expense):
   Interest expense .......         --           --            --           --            --

Reorganization items:
   Administrative fees ....         --           --            --           --            --
                             -----------  -----------   -----------   ----------   -----------

Loss before taxes
Income taxes ..............         --           --            --           --            --
                             -----------  -----------   -----------   ----------   -----------

       Net Loss ...........  $      --    $      (240)  $    (1,450)  $     (240)  $    (1,690)
                             ===========  ===========   ===========   ==========   ===========


Per Share Amounts
Net Loss ..................  $         --    $      --     $      --     $      --     $      --
                             ==============  ===========   ===========   ===========   ===========

Weighted Average Shares
Outstanding ...............                    1,000,000     1,000,000     1,000,000     1,000,000

</TABLE>





                See accompanying notes and accountants' report.



                                        5

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                           Cumulative
                                                                             Since
                                                  For the six months ended Inception of
                                                          June 30,         Development
                                                   -----------------------
                                                     2000         1999       Stage
                                                   ---------   -----------  ---------
Cash Flows from Operating Activities:
<S>                                                <C>         <C>          <C>
    Net Loss ....................................  $  (1,450)  $      --    $  (1,690)
                                                   ---------   -----------  ---------
    Increase (Decrease) in Accounts Payable .....       --            --         (200)
        Net cash used in operating activities ...     (1,450)         --       (1,890)
                                                   ---------   -----------  ---------

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

Cash Flows from Financing Activities:
    Capital contributed by shareholder ..........      1,450          --        1,890
    Issuance of Common Stock ....................       --            --         --
                                                   ---------   -----------  ---------
         Net cash provided by
         financing activities ...................      1,450          --        1,890
                                                   ---------   -----------  ---------

Net change in cash and cash equivalents .........       --            --         --
Cash and cash equivalents at beginning of year ..       --            --         --
                                                   ---------   -----------  ---------

Cash and cash equivalents at end of year ........  $    --     $      --    $    --
                                                   =========   ===========  =========

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


                                        6

<PAGE>


                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED June 30, 2000
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

           The accompanying unaudited financial statements have been prepared in
accordance with generally  accepted  accounting  principles and with Form 10-QSB
requirements.  Accordingly,  they  do not  include  all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements.  In the opinion of management,  all adjustments considered
necessary for a fair presentation have been included.  Operating results for the
six month period  ended June 30, 2000,  are not  necessarily  indicative  of the
results that may be expected for the year ended December 31, 2000.

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,  2000.  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.

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.

                                        7

<PAGE>




                             FAR REACH HOLDINGS, LTD
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED June 30, 2000 (continued)
                                   (Unaudited)

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

Loss per Share

           The  reconciliations  of the numerators and denominators of the basic
loss per share computations are as follows:


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

                                  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, 2000
                                  --------------------------------------
Basic Loss per Share
Loss to common shareholders $        (1,450)        1,000,000   $            -
                            ===============  ================   ==============

                                  For the three months ended June 30, 1999
                                  ----------------------------------------
Basic Loss per Share
Loss to common shareholders $          (240)        1,000,000   $            -
                            ===============  ================   ==============

                                 For the six months ended June 30, 1999
                                 --------------------------------------
Basic Loss per Share
Loss to common shareholders $          (240)        1,000,000   $            -
                            ===============  ================   ==============

           The effect of outstanding  common stock equivalents are anti-dilutive
for June 30, 2000 and 1999 and are thus not considered.





                                        8

<PAGE>



                             FAR REACH HOLDINGS, LTD
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
               FOR THE SIX MONTHS ENDED June 30, 2000 (continued)

NOTE 2 - INCOME TAXES

         As of June 30, 2000, the Company had a net operating loss  carryforward
for income tax  reporting  purposes of  approximately  $1,000 that may be offset
against future taxable income through 2011. 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, 2000 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 and
1999 have been restated to reflect the stock split.









                                        9

<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

       None.

Item 6.  Exhibits and Reports on Form 8-K

           The Company did not file a report on Form 8-K during the three months
ended June 30, 2000.


                                       10

<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:  July 21, 2000                         By:  /s/
     ---------------------                       ----
                                             David Sitko, CEO/President
                                             (Principal Financial and
                                             Accounting Officer)










                                       11