<PAGE>

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

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

(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 June 30, 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.)


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

                                 (305) 629-8400
                           (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 CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity. As of August 14, 2000 - 11,400,000 shares of Common Stock




<PAGE>


                             FAR EAST VENTURES, INC.
                                      Index

                                                                          Page
                                                                         Number

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet as of June 30, 2000           2

         Condensed Consolidated Statements of Operations for
         the three months ended June 30, 2000 and 1999                      3

         Condensed Consolidated Statements of Operations for
         the six months ended June 30, 2000 and 1999 and
         from Inception March 6, 1998 to June 30, 2000                      4

         Condensed Consolidated Statements of Cash Flows for
         the six months ended June 30, 2000 and 1999 and
         from Inception March 6, 1998 to June 30, 2000                      5


         Notes to Condensed Consolidated Financial Statements             6-8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                        9-10

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                 10

Item 2.  Change in Securities and Use of Proceeds                          10

Item 3.  Defaults Upon Senior Securities                                   10

Item 4.  Submission of Matters to a Vote of Security Holders               10

Item 5.  Other Information                                                 10

Item 6.  Exhibits and Reports on Form 8-K                                  10

SIGNATURES                                                                 11


Part III.                                                             EXHIBITS


                                       1




<PAGE>

Item 1.  Financial Statements

                     FAR EAST VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2000
                                   (Unaudited)

                                     ASSETS

FURNITURE AND EQUIPMENT, net                                             5,800
OTHER ASSETS                                                           151,353
                                                                 -------------
TOTAL ASSETS                                                     $     157,153
                                                                 =============


                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
   Accounts payable and accrued expenses                         $      29,923
   Line of credit - Stockholder                                        791,892
                                                                 -------------

     Total current liabilities                                         821,815
                                                                 -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common Stock, $.001 par value, 50,000,000 shares
    authorized, 11,400,000 shares issued and outstanding                11,400
   Additional paid-in capital                                        7,464,192
   Accumulated deficit                                              (3,206,398)
   Unearned consulting fees                                         (4,933,856)
                                                                 --------------

     Total stockholders' deficiency                                 (  664,662)
                                                                 -------------
TOTAL LIABILITIES AND
   STOCKHOLDERS' DEFICIENCY                                      $     157,153
                                                                 ==============

      See the accompanying notes to the consolidated financial statements

                                       2




<PAGE>


                     FAR EAST VENTURES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                           FOR THE THREE MONTHS ENDED
                                    JUNE 30,
                                                   ---------------------------
                                                          2000          1999
                                                   ------------  -------------


REVENUE                                            $          -  $          -

COST OF REVENUE                                               -              -
                                                   ------------  -------------

GROSS PROFIT                                                  -              -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                              2,127,210              -
                                                   ------------  -------------

LOSS BEFORE INCOME TAXES                             (2,127,210)             -

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

NET LOSS                                           $ (2,127,210) $           -
                                                   ============  =============

BASIC AND DILUTED LOSS PER SHARE                   $     (0.19)  $      (0.00)
                                                   ============  =============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED                 11,317,582      4,500,000
                                                   ============  =============



      See the accompanying notes to the consolidated financial statements



                                       3



<PAGE>


                     FAR EAST VENTURES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

                                From Inception        FOR THE SIX MONTHS ENDED
                                 March 6, 1998               JUNE 30,
                                  to June 30,      ---------------------------
                                     2000               2000          1999
                                -------------      ------------  -------------


REVENUE                           $         -      $          -    $          -

COST OF REVENUE                             -                  -              -
                                  -----------       ------------   ------------

GROSS PROFIT                                -                  -              -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES            3,206,398          3,195,398              -
                                  ------------      ------------   ------------

LOSS BEFORE INCOME TAXES           (3,206,398)        (3,195,398)             -

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

NET LOSS                          $(3,206,398)     $ (3,195,398)   $         -
                                  ===========      ============    ===========

BASIC AND DILUTED LOSS PER SHARE  $    (0.58)      $     (0.32)    $    (0.00)
                                  ===========      ============    ===========

WEIGHTED AVERAGE SHARES
 OUTSTANDING - BASIC AND DILUTED   5,518,654        9,971,429       4,500,000
                                  ==========      ============     ===========


      See the accompanying notes to the consolidated financial statements


                                       4




<PAGE>
<TABLE>
<CAPTION>
                     FAR EAST VENTURES, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

                                             From Inception     FOR THE SIX MONTHS ENDED
                                              March 6, 1998            JUNE 30,
                                               to June 30,      ------------------------
                                                  2000              2000          1999
                                             ---------------    ------------   ---------
<S>                                          <C>               <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                    $(3,206,398)     $ (3,195,398)   $       -
   Adjustments to reconcile net loss
  to net cash used in operating activities
  Depreciation expense                                200               200            -
  (Increase) decrease in:
    Prepaid expenses                            2,678,524         2,678,524            -
    Other assets                               (  151,353)         (151,353)           -
  (Decrease) in:
    Accounts payable and accrued expenses      (   26,565)          (26,565)           -
                                              ------------      ------------   ---------

Net cash used in operating activities          (  705,592)         (694,592)           -
                                              ------------      ------------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of property and equipment           (    6,000)           (6,000)           -
                                              ------------      ------------   ---------

Net cash used in investing activities          (    6,000)           (6,000)           -
                                              ------------      ------------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from line of credit - stockholder      711,592           700,592            -
                                              ------------      ------------   ---------

Net cash provided by financing activities         711,592           700,592            -
                                              ------------      ------------   ---------
NET INCREASE IN CASH
   AND CASH EQUIVALENTS                                 -                 -            -

CASH AND CASH EQUIVALENTS -
   BEGINNING OF PERIOD                                  -                 -            -
                                              ------------      ------------   ---------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                              $         -      $          -    $       -
                                              ============     ============    =========
</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

During the six months  ended June 30, 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. AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

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 six months ended June
30, 2000 are not  necessarily  indicative  of the results to be expected for the
full year ending December 31, 2000.


NOTE 2 - UNEARNED CONSULTING FEES

In accordance  with the  Securities  and Exchange  Commission  Staff  Accounting
Bulletin 4-E, prepaid consulting fees are shown as a deduction from equity.


NOTE 3 - 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 4 - 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 one year
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 entered into a one-year  consulting  agreement with
the  majority  stockholder  of the  Company.  The  agreement is for 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.

                                        6
<PAGE>

                     FAR EAST VENTURES, INC. AND SUBSIDIARY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                  (Unaudited)

NOTE 4 - CONSULTING AGREEMENTS, continued

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 a percentage of funding, for
any private placement financing.

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 a percentage of funding, for any private placement financing.

NOTE 5 - 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>


                    FAR EAST VENTURES, INC. AND SUBSIDIARY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
                                  (Unaudited)

NOTE 6 - SUBSEQUENT EVENT

On August 1, 2000 the Company  entered into an agreement with Shawn A. Becker to
provide  consulting  services  to the  Company  for a period  of 12  months.  In
consideration  for these services,  the Company issued Mr. Becker 800,000 shares
of the Company's common stock.

On August 10,  2000,  the Company  entered  into a stock  transfer  and exchange
agreement  to  purchase  all the  issued  and  outstanding  shares  of  stock of
Sophisticated Communications,  Inc. for 7,000,000 shares of the Company's common
stock.




                                        8
<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

GENERAL

     The following  discussion and analysis  should be read in conjunction  with
our consolidated  financial  statements and related footnotes for the year ended
December 31, 1999 included in our Annual Report on Form 10-KSB.  The  discussion
of results,  causes and trends  should not be construed to imply any  conclusion
that such results or trends will necessarily continue in the future.

OVERVIEW

     Our initial focus after acquiring Churchill Resources,  Inc. was to develop
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.

     We also  focused on the  development  of what was to be our core  business,
horse  racing and gaming.  To that end we entered  into an agreement to purchase
the Fraser Downs Raceway assets in Surrey,  British  Columbia,  Canada.  We also
signed a letter of intent to purchase  the Sandown  Raceway  assets on Vancouver
Island, British Columbia.

     We, since our inception,  have incurred net losses of $3,206,398. We may be
unable to continue in existence unless we are able to arrange  financing to fund
our  acquisitions and our new business  strategy.  We have not yet generated any
revenues and are still considered in the development stage.

PLAN OF OPERATION

     In August  2000,  we changed  our  corporate  focus from that of  acquiring
gaming and horse racing establishments to acquiring telecommunication companies.
On August 10, 2000 we entered into a Stock Transfer and Exchange  Agreement with
Sophisticated  Communication,  Inc. ("SCI"). As a result of this acquisition, we
have  reorganized  the board of directors  and  management  team to focus on the
telecommunications  industry.  This  reorganization  resulted  in the removal of
certain board members and our recently hired Chief  Executive  Officer and Chief
Financial  Officer.  We have also  withdrawn our  agreements to purchase  Fraser
Downs Raceway and Sandowns Raceway.

     To acquire SCI, we will issued  7,000,000 shares of our common stock to the
former  shareholder of SCI which represents  approximately 40% of our issued and
outstanding common stock. SCI is a  telecommunications  company based in Florida
that distributes prepaid calling cards in 42 states through approximately 50,000
locations. Cards are sold in increments of $5, $10 and $20.

                                       9


<PAGE>

FORWARD LOOKING STATEMENTS

     This report contains certain forward-looking  statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Stockholders are cautioned that all
forward-looking  statements  involve risks and  uncertainty,  including  without
limitation,   the  ability  of  us  complete  acquisition  of  telecommunication
companies  and execute our business  plan.  Although we believe the  assumptions
underlying the forward-looking  statements contained herein are reasonable,  any
of the assumptions could be inaccurate, and therefore, there can be no assurance
that the  forward-looking  statements  contained  in the report will prove to be
accurate.


Part II. OTHER INFORMATION

Item 1.  Legal Proceedings

     None


Item 2.  Change in Securities and Use of Proceeds

     None


Item 3.  Defaults Upon Senior Securities

     None


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

     Not applicable


Item 5.  Other Information

     Not applicable

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits

             27.1 - Amended Financial Data Schedule

     (b) Reports on Form 8-K

     None

                                      10

<PAGE>




                                   SIGNATURES

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

                                        FAR EAST VENTURES, INC.

                                  By:  /s/ Michael S. Fletcher
                                      ---------------------------
                                       Michael S. Fletcher
                                       Chairman of the Board

Amendment No. 1
Date:  December 28, 2000








                                       11