U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

(Mark One)

     (X)  Quarterly report pursuant to section 13 or 15(d) of the SECURITIES AND
          EXCHANGE ACT OF 1934 For the Quarterly period ended March 31, 2000


     ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934 for the transition
          period from         to

                          Commission File No. 000-24885

                             FAR EAST VENTURES, INC.
        -----------------------------------------------------------------
                 (Name of Small Business Issuer in its Charter)


               Nevada                                 88-0378451
               ------                                 ----------
     (State or other Jurisdiction                    (IRS Employer
    of Incorporation or Organization)             Identification No.)


           3960 Howard Hughes Parkway, 5th Floor, Las Vegas, NV 89109
                    (Address of Principal Executive Offices)

                                 (702) 990-3600
                           (Issuer's Telephone Number)


     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  [ ]


                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 court.

            Yes [ ]   No  [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest  practicable date:  10,900,000 shares as of March
31, 2000.

<PAGE>


              TABLE OF CONTENTS AND INFORMATION REQUIRED IN REPORT


Part I.   Financial Information
-------
Item 1.   Financial Statements (unaudited):

          Balance Sheet as of March 31, 2000                          3

          Statement of Operations for the three months ended
          March 31, 2000                                              4

          Statements of Cash Flows for the three months ended
          March 31, 2000                                              5

          Notes to Consolidated Financial Statements                  6

Item 2.   Management's Discussion and Analysis or Plan of Operation   8


Part II.  Other Information
--------
Item 1.   Legal Proceedings                                           9

Item 2.   Changes in Securities                                       9

Item 3.   Defaults upon Senior Securities                             9

Item 4.   Submission of Matters to a Vote of Security holders         9

Item 5.   Other Information                                           9

Item 6.   Exhibits and reports on form 8-K                            9

          SIGNATURES                                                 11

                                       2


<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                             FAR EAST VENTURES, INC.
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2000


                                     ASSETS

CURRENT ASSETS
   Prepaid consulting fees                             $   6,836,951
                                                         -----------

     Total current assets                                  6,836,951

OTHER ASSETS                                                 151,353
                                                         -----------

TOTAL ASSETS                                             $ 6,988,304
                                                         ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
   Accounts payable and accrued expenses                 $ 2,092,423
   Line of Credit - Stockholder                              561,977
                                                         -----------

     Total current liabilities                             2,654,400
                                                         -----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
  Common Stock, $0.001 par value, 50,000,000
   shares authorized, 10,900,000 shares issued
   and outstanding                                            10,900
  Additional paid-in capital                               5,402,192
  Accumulated deficit                                     (1,079,188)
                                                         -----------
     Total stockholders' equity                            4,333,904
                                                         -----------
TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                  $ 6,988,304
                                                         ===========

     See the accompanying notes to the consolidated financial statements

                                       3

<PAGE>


                             FAR EAST VENTURES, INC
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE THREE MONTHS ENDED MARCH 31,

                                                  2000          1999
                                             ------------    ----------

REVENUE                                      $          -    $       -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                        1,068,188            -
                                            -------------    ---------

LOSS BEFORE INCOME TAXES                       (1,068,188)           -

 INCOME TAXES                                           -            -
                                             ------------    ---------

NET LOSS                                     $ (1,068,188)   $       -
                                             ============    =========

BASIC AND DILUTED LOSS PER SHARE             $      (0.17)   $    (0.00)
                                             ============    ==========

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED            6,446,154     4,500,000
                                             ============    ==========




       See the accompanying notes to the consolidated financial statements

                                       4


<PAGE>

                             FAR EAST VENTURES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31,

                                                          2000          1999
                                                      -----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $(1,068,188)     $     -
  Adjustments  to reconcile  net loss to net
  cash used in  operating  activities
  (Increase) decrease in:
   Prepaid expenses                                      775,429            -
   Other assets                                         (151,353)           -
  Increase (decrease) in:
   Accounts payable and accrued expenses                 (26,565)           -
                                                      -----------    -----------
Net cash used in operating activities                   (470,677)           -
                                                      -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from line of credit - stockholder             470,677            -
                                                      -----------    -----------
Net cash provided by financing activities                470,677            -
                                                      -----------    -----------
NET (DECREASE) INCREASE  IN CASH
   AND CASH EQUIVALENTS                                         -           -

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                          -           -
                                                      -----------    -----------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                                      $         -    $      -
                                                      ===========    ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the three  months  ended  March 31, 2000 and 1999,  the  Company  paid no
income taxes and no interest.

       See the accompanying notes to the consolidated financial statements

                                       5

<PAGE>

                             FAR EAST VENTURES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The unaudited  Consolidated  Financial Statements have been prepared by Far East
Ventures,  Inc. (the  "Company"),  pursuant to the rules and  regulations of the
Securities and Exchange  Commission.  The information  furnished herein reflects
all adjustments  (consisting of normal recurring accruals and adjustments) which
are, in the opinion of  management,  necessary to fairly  present the  operating
results for the respective periods. Certain information and footnote disclosures
normally  present  in  annual  consolidated  financial  statements  prepared  in
accordance  with  generally  accepted  accounting  principles  have been omitted
pursuant to such rules and  regulations.  The results of the three  months ended
March 31, 2000 are not necessarily  indicative of the results to be expected for
the full year ending December 31, 2000.

NOTE 2 - LOSS PER SHARE

In 1997, the Financial  Accounting  Standard Board ("FASB") issued  Statement of
Financial  Accounting Standards ("SFAS") No. 128, "Earnings per Share." SFAS No.
128 replaced the  previously  reported  primary and fully diluted loss per share
with basic and diluted loss per share. Unlike primary loss per share, basic loss
per share excludes any dilutive  effects of options,  warrants,  and convertible
securities.  Diluted loss per share is very similar to the  previously  reported
fully  diluted  loss per  share.  Basic  loss per  share is  computed  using the
weighted-average  number of common shares outstanding during the period.  Common
equivalent  shares  are  excluded  from  the  computation  if  their  effect  is
anti-dilutive. There are no common stock equivalents.

NOTE 3 - CONSULTING AGREEMENTS

In January 2000, the Company issued to R.R.P., L.L.C., an unrelated third party,
300,000  shares of the Company's  common stock in  accordance  with a consulting
agreement.  The  shares  have  been  valued  in  accordance  with  FASB No.  123
"Accounting for Stock-Based Compensation" at $1,274,880 based on the fair market
value of the Company's common stock on the date of issuance of the shares.

In January 2000, the Company has committed to enter into a consulting  agreement
with the  owner  ("Consultant")  of a  company,  which is a  stockholder  of the
Company.  The agreement is for an investor and public  relations  services to be
rendered  by the  Consultant  over  a  twelve-month  period.  For  the  services
rendered,  the Consultant  will receive  500,000 shares of the Company's  common
stock.  The shares have been valued in accordance  with FASB No. 123 "Accounting
for Stock-Based  Compensation"  at $2,062,500  based on the fair market value of
the Company's common stock on the date of issuance of the shares.

In January 2000, the Company  engaged Chanin Capital  Partners,  LLC ("CCP") and
its affiliates to act as exclusive financial advisor and/or agent to the Company
in connection with acquisitions.  CCP has agreed to initiate a private placement
of up  to  $100,000,000,  on  best  efforts,  of  senior  secured  debt,  senior
subordinated  notes or equity.  For these  services  CCP will be paid a one-time
advisory fee of $25,000 and a commission,  based on  percentage of funding,  for
any private placement financing.

                                      6
<PAGE>

                             FAR EAST VENTURES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued

NOTE 3 - CONSULTING AGREEMENTS, continued

In March 2000,  the Company  issued to Alan Burkun,  an  unrelated  third party,
900,000  shares of the Company's  common stock in  accordance  with a consulting
agreement.  The  shares  have  been  valued  in  accordance  with  FASB No.  123
"Accounting for Stock-Based Compensation" at $3,037,500 based on the fair market
value of the Company's common stock on the date of issuance of the shares.

In March 2000, the Company issued to J.B. Marc & Associates,  an unrelated third
party,  900,000  shares  of the  Company's  common  stock in  accordance  with a
consulting  agreement.  The shares have been valued in accordance  with FASB No.
123 "Accounting for Stock-Based  Compensation"  at $1,237,500  based on the fair
market  value of the  Company's  common  stock on the  date of  issuance  of the
shares.

In December 1999,  Churchill  Resources,  Inc. ("CRI") engaged Crary Onthank and
O'Neil LLC  ("COO"),  who have agreed to initiate a private  placement  of up to
$6,000,000,  on best efforts,  of senior secured debt, senior subordinated notes
or equity.  The funds will be used for CRI's acquisition of the operating assets
of Orangeville  Raceway,  Ltd. For these  services,  COO will be paid a one-time
advisory fee of 25,000  shares of the  Company's  common stock and a commission,
based on percentage of funding, for any private placement financing.

NOTE  4 - ACQUISTION

In January 2000, the Company completed an acquisition of CRI. The Company issued
4,500,000  shares of its  common  stock for all of the  issued  and  outstanding
common stock of CRI. After the acquisition,  CRI will have a majority  ownership
of the Company. Since CRI will be the controlling  stockholder,  CRI will be the
successor by merger to the Company. Therefore, the acquisition will be accounted
for as a  recapitalization  of CRI and the historical  and continuing  financial
statement presentation will be that of the legal subsidiary,  CRI, not the legal
parent, the Company. Due to the Company's lack of business activity prior to the
merger, no excess cost over fair value of net assets acquired will be recorded.


In January 2000, the Company, formerly CRI, executed an asset purchase agreement
and paid an initial  deposit of  $100,000 to purchase  the  operating  assets of
Orangeville  Raceway,  Ltd. The asset purchase  agreement  closing is contingent
upon regulatory approval from the British Columbia Racing Authority.



                                       7

<PAGE>

     ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
               OPERATION.

     (a) Plan of Operation.

     Initially  during  the  first  quarter  of  2000  the  Company  focused  on
developing a management  team and a corporate  identity.  Business  offices were
leased  in Las  Vegas, Nevada  and  management  was  secured, including  a Chief
Executive  Officer and Chief  Financial  Officer who were  knowledgeable  in the
gaming  and  horse  racing   industries.   Further  members  of  management  are
knowledgeable in the various regulatory issues presented by the Registrant being
involved  in gaming  and horse  racing in the  United  States  and  Canada.  The
Registrant  retained the services of an  Accounting  firm with  substantial  SEC
experience.

     The  Registrant  also focused on the  development of what is to be its core
business,  horse racing and gaming.  To that end the Registrant  entered into an
agreement  to  purchase  the Fraser  Downs  Raceway  assets in  Surrey,  British
Columbia, Canada. The Registrant has submitted all documentation required to the
British Columbia Racing  Commission to secure the necessary  licenses to own and
operate the Fraser Downs Raceway assets. The Registrant has also signed a letter
of intent to purchase the Sandown  Raceway assets on Vancouver  Island,  British
Columbia  on March 2, 2000.  In April 2000, the Registrant  executed a letter of
intent to purchase a majority in Retama Park in Selma, Texas. The  Registrant is
presently seeking to acquire additional horse racing and gaming venues.

     The Registrant has entered into various agreements to provide the necessary
capital to complete its acquisition program.

                                       8

<PAGE>

                                     PART II


     ITEM 1.   LEGAL PROCEEDINGS

     To the best knowledge of the officers and directors of the Company, neither
the Company  nor any of its  officers or  directors  is a party to any  material
legal  proceeding or litigation and such persons know of no other material legal
proceeding or litigation contemplated or threatened.


     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

         (a) Exhibits

     Exhibit
     Number              Description
     -------             -----------
     27                  Financial Data Schedule

                                       9

<PAGE>

          (b)  Reports  on  Form  8-K.

     On February 2, 2000 the  Registrant  corrected  information  regarding  the
resignation of its officers and directors by filing a Form 8-K/A on February 14,
2000.

     On  February  8,  2000,  the  Registrant  reported  a change in  control to
Churchill  Resources,  Inc.  and to acquire  its  assets.  The  February 8, 2000
Current  Report  noted a change  in the  Certifying  Accountant  and a change in
Officers  and  Directors.  The February 8, 2000 Form 8-K was amended by filing a
Form 8-K/A  dated  February  23,  2000 on  February  24, 2000 to report that the
Registrant had conditionally  agreed to acquire the Fraser Downs Raceway assets.
The  February 8, 2000 Form 8-K was amended by filing a Form 8-K/A dated March 3,
2000 on March 15, 2000 to provide the audited financial  statements of Churchill
Resources, Inc.

     On February  11, 2000 the  Registrant  reported on Form 8-K that it entered
into a financial advisory agreement with Chanin Capital LLC to provide financing
up to $100,000,000.

     On March 2, 2000 the Registrant  reported that it had agreed to acquire the
Sandown Raceway assets situated on Vancouver Island,  British Columbia,  Canada.


     On  March  13,  2000  the  Registrant  reported  that it had  hired a Chief
Executive Officer.

                                       10

<PAGE>

                                   SIGNATURES


In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant has caused this registration  statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                        FAR EAST VENTURES, INC.


Date:  May 22, 2000                By:  /s/ Fred Bilawey
                                        --------------------
                                        Fred Bilawey
                                        Chief Financial Officer

                                       11