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 March 31, 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:  March 31,  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 March 31, 2001 and December
31, 2000, and the related  statements of operations and cash flows for the three
month periods ended March 31, 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
May 9, 2001







                                        2

<PAGE>

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



                                                         March 31,  December 31,
                                                            2001         2000
                                                         ---------    ---------
ASSETS
   Cash ..............................................   $    --      $    --
                                                         =========    =========


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts Payable ...................................   $     689    $     671
  Accrued expenses ...................................        --           --
                                                         ---------    ---------

          Total Liabilities ..........................         689          671
                                                         ---------    ---------

Stockholders' Equity
  Common Stock, Par value $.001
    Authorized 100,000,000 shares,
    Issued 4,000,000 shares at March 31, 2001
    and December 31, 2000 ............................       2,000        2,000
Paid-In Capital ......................................       2,590        2,590
Deficit Accumulated During the
    Development Stage ................................      (4,079)      (4,061)
Retained Deficit .....................................      (1,200)      (1,200)
                                                         ---------    ---------

          Total Stockholders' Equity .................        (689)        (671)
                                                         ---------    ---------

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










                 See accompanying notes and accountants' report

                                        3

<PAGE>



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



                                                                      Cumulative
                                                                        since
                                             For the Three Months   June 5, 1999
                                                     Ended          inception of
                                                   March 31,         development
                                            ---------------------
                                              2001         2000          stage
                                            -------       -------       -------

Revenues .............................      $  --         $  --         $  --
                                            -------       -------       -------

Expenses
  Selling, general and
  administrative expenses ............           18         1,450         4,079
                                            -------       -------       -------

Operating Income (Loss) ..............          (18)       (1,450)       (4,079)

Income (Loss) before taxes ...........         --            --            --
Income taxes .........................         --            --            --
                                            -------       -------       -------

       Net Income (Loss) .............      $   (18)      $(1,450)      $ 4,079
                                            =======       =======       =======

Basic & Diluted loss per share .......      $  --         $  --
                                            =======       =======




















                 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 Three Months Ended   inception of
                                                          March 31,      development
                                                    ------------------
                                                      2001       2000      stage
                                                    -------    -------    -------
Cash Flows from Operating Activities:
<S>                                                 <C>        <C>        <C>
    Net Loss ....................................   $   (18)   $(1,450)   $(4,079)
    Issuance of Common Stock for Services .......      --         --        1,000
    Increase (Decrease) in Accounts Payable .....        18       --          489
                                                    -------    -------    -------
        Net cash used in operating activities ...      --       (1,450)    (2,590)
                                                    -------    -------    -------

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

Cash Flows from Financing Activities:
    Capital Contributed by Shareholder ..........      --        1,450      2,590
    Issuance of Common Stock ....................      --         --         --
                                                    -------    -------    -------
         Net cash provided by
         financing activities ...................      --        1,450      2,590
                                                    -------    -------    -------

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 ..............   $  --      $  --      $  --
</TABLE>

Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None

                 See accompanying notes and accountants' report

                                        5

<PAGE>
                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (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
three month period ended March 31, 2001,  is not  necessarily  indicative of the
results that may be expected for the year ended December 31, 2001.

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 March 31,  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.

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.




                                        6

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 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.

Loss per Share

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


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

                                      For the Three Months Ended March 31, 2001
Basic Income per Share
Income to common shareholders            $       (18)   2,000,000   $      --
                                         ===========  ===========   ===========

                                      For the Three Months Ended March 31, 2000
Basic Loss per Share
Loss to common shareholders              $    (1,450)   1,000,000   $      --
                                         ===========  ===========   ===========


           The effect of outstanding  common stock equivalents are anti-dilutive
for March 31, 2001 and 2000 and are thus not considered.

NOTE 2 - INCOME TAXES

           As  of  March  31,  2001,  the  Company  had  a  net  operating  loss
carryforward for income tax reporting purposes of approximately  $5,300 that may
be offset against future taxable income through 2020. 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.

                                        7

<PAGE>

                            FAR REACH HOLDINGS, LTD.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2001
                                   (Unaudited)


NOTE 3 - GOING CONCERN

           The   accompanying   financial   statements  have  been  prepared  in
conformity with generally  accepted  accounting  principles,  which contemplates
continuation of the Company as a going concern.  The Company has not established
revenues  sufficient to cover its operating  costs and allow it to continue as a
going  concern.  It is the  intent  of the  Company  to  seek a  merger  with an
existing,  operating company. Until that time, the stockholders/officers  and/or
directors have committed to advancing the operating costs of the Company.

NOTE 4 - COMMITMENTS

           As of  March  31,  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.

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.










                                        8

<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 March 31, 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 three months ended
March 31, 2001 or 2000. The Company had no costs of sales revenues for the three
months ended March 31, 2001 or 2000. The Company had general and  administrative
expenses of $18 for the three month  period  ended March 31, 2001 and $1,450 for
the same period in 2000.

           The Company recorded net loss of $18 for the three months ended March
31, 2001 compared to $1,450 loss for the same period in 2000.

Capital Resources and Liquidity

           At March 31,  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 $689 and
$671 at March 31, 2001 and December 31, 2000.

           Net  stockholders'  deficit  in the  Company  was $689 and $671 as of
March 31, 2001 and December 31, 2000.

















                                        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 has not filed a Form 8-K during the three  months  ended
March 31,2001.


                                       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: May 21, 2001                          By:  /s/ David H. Sitko
     -------------                               -------------------
                                            David H. Sitko
                                            President, Chief Finance Officer and
                                            Director










                                       11