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 September 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 November 20, 2000 - 12,200,000 shares of Common Stock

<PAGE>

                             FAR EAST VENTURES, INC.
                                      Index

                                                                          Page
                                                                         Number

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

         Condensed Consolidated Balance Sheet as of September 30, 2000     2

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

         Condensed Consolidated Statements of Operations for
         the nine months ended September 30, 2000 and 1999
         and from inception March 6, 1998 to September 30, 2000            4

         Condensed  Consolidated  Statements of Cash Flows for
         the nine months ended September 30, 2000 and 1999
         and from inception March 6, 1998 to September 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                                 11

SIGNATURES 11

Part III.  EXHIBITS


                                       1
<PAGE>
PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

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

                                     ASSETS

ASSETS
 FURNITURE AND EQUIPMENT, net                                            8,145
                                                               ---------------
TOTAL ASSETS                                                   $         8,145
                                                               ===============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                       $        32,423
   Line of credit - Stockholder                                        947,049
                                                               ---------------

     Total current liabilities                                         979,472
                                                               ---------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Common Stock, $.001 par value, 50,000,000 shares
    authorized,12,200,000 shares issued and outstanding                 12,200
   Additional paid-in capital                                        7,813,392
   Unearned compensation                                            (3,272,299)
   Deficit accumulated during development stage                     (5,524,620)
                                                               ----------------

     Total stockholders' equity                                     (  971,327)
                                                               ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $         8,145
                                                               ===============



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
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                  (Unaudited)


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


REVENUE                                      $             -   $            -

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

GROSS PROFIT                                               -                 -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                           2,307,222                 -
                                             ---------------   ---------------

LOSS BEFORE INCOME TAXES                          (2,307,222)                -

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

NET LOSS                                     $    (2,307,222)  $             -
                                             ================  ===============

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>

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



                                                      From Inception
                                                       March 6, 1998         For the Nine Months Ended
                                                       to September                September 30,
                                                         30, 2000              2000             1999
                                                      ---------------    -------------    --------------

<S>                                                  <C>                 <C>              <C>
REVENUE                                              $              -    $           -    $            -

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

GROSS PROFIT                                                        -                -                 -

SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES                                    5,524,620        5,513,620                 -
                                                     ----------------    -------------    ---------------

LOSS BEFORE INCOME TAXES                                   (5,524,620)      (5,513,620)                -

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

NET LOSS                                             $     (5,524,620)   $  (5,513,620)   $             -
                                                     ================    ==============   ===============

BASIC AND DILUTED LOSS PER SHARE                     $          (0.90)   $      (0.52)    $         (0.00)
                                                     ================    =============    ===============

WEIGHTED AVERAGE SHARES
     OUTSTANDING - BASIC AND DILUTED                        6,146,006       10,626,277         4,500,000
                                                     ================    =============    ===============
</TABLE>





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

                                                       From Inception
                                                       March 6, 1998        For the Nine Months Ended
                                                       to September               September 30,
                                                          30, 2000            2000             1999
                                                     ----------------    -------------    --------------
<S>                                                  <C>                 <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $     (5,524,620)   $  (5,513,620)   $            -
   Adjustments to reconcile net loss
   to net cash used in operating activities:
   Depreciation expense                                           770              770                 -
   (Increase) decrease in:
     Prepaid expenses                                       4,552,293        4,552,293                 -
     Other assets                                                   -                -                 -
   Increase (decrease) in:
     Accounts payable and accrued expenses                     22,423           22,423                 -
                                                     ----------------    -------------    --------------

Net cash used in operating activities                        (949,134)        (938,134)                -
                                                     ----------------    -------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                          (8,915)          (8,915)                -
                                                     ----------------    -------------    --------------

Net cash used in investing activities                          (8,915)          (8,915)                -
                                                     ----------------    -------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances from line of credit - stockholder                 958,049          947,049                 -
                                                     ----------------    -------------    --------------

Net cash provided by financing activities                     958,049          947,049                 -
                                                     ----------------    -------------    --------------
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 nine months ended  September  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.
                          (A Development Stage Company)
              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 nine months  ended
September 30, 2000 are not necessarily  indicative of the results to be expected
for the full year ending December 31, 2000.

NOTE 2 - UNEARNED COMPENSATION

In accordance with Staff  Accounting  Bulletin 4-E,  prepaid  consulting fees is
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,
and 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 has committed to enter into a one-year  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.

                                       6
<PAGE>

                             FAR EAST VENTURES, INC.
                          (A Development Stage Company)
        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  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,  and 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.

In August 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.  The shares have been valued in accordance  with
FASB No. 123 "Accounting for Stock-Based  Compensation" at $350,000 based on the
fair market value of the  Company's  common stock on the date of issuance of the
shares.


NOTE 5 - ACQUISTIONS

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.

                                       7
<PAGE>

                             FAR EAST VENTURES, INC.
                          (A Development Stage Company)
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued

NOTE 5 - ACQUISTIONS, continued

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.

On August 28,  2000,  the Company  entered  into a Restated  Stock  Transfer and
Exchange Agreement to purchase all the issued and outstanding shares of stock of
Sophisticated   Communications,   Inc.,  a  Florida  corporation   ("SCI"),  for
12,400,000  restricted  shares of the  Company's  common  stock with  represents
approximately  50% of the then issued and  outstanding  shares of the  Company's
common stock.  SCI is in the  communications  business  including  prepaid phone
cards.  The closing of this  transaction  will occur until the completion of the
audit of the  financial  statements  of SCI and the  satisfactory  completion of
other matter. The Company expects this transaction to close by the end of 2000.




                                       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 $5,524,620. 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  28,  2000 we entered  into a Restated  Stock  Transfer  and  Exchange
Agreement with Sophisticated Communication, Inc. ("SCI"). As a result of pending
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.

     At the closing of this  transaction with is to occur by the end of 2000, we
will issue  12,400,000  shares of our common stock to the former  shareholder of
SCI which  represents  approximately  50% 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



                                       10
<PAGE>


Item 6.    Exhibits and Reports on Form 8-K

     (a) Exhibits

27.1 - Financial Data Schedule

     (b) Reports on Form 8-K

     On September 7, 2000,  the Company filed a Current  Report on Form 8-K that
     announced the following:

     1    On August 28, 2000, the Company entered into a Restated Stock Transfer
          and  Exchange  Agreement  to purchase  all the issued and  outstanding
          shares  of stock of  Sophisticated  Communications,  Inc.,  a  Florida
          corporation ("SCI"), for 12,400,000 restricted shares of the Company's
          common stock with represents  approximately 50% of the then issued and
          outstanding shares of the Company's common stock.


     2    Shareholders  in early August  elected  Allen Burditt and Warren Davis
          Directors of the Company. On August 11, 2000 the shareholders  removed
          Fred Bilawey and Darrell  Mills as officers and  directors of Company.
          On September 1, 2000 the  shareholders  elected  Michael S.  Fletcher,
          Sean  Fletcher and Joel  Velazquez as Directors.  On that date,  Allen
          Burditt  resigned as  Director  and CEO and Warren  Davis  resigned as
          Director and officer.  As of September 1, 2000, Michael S. Fletcher is
          Chairman of the Board and Chief  Executive  Officer.  Sean Fletcher is
          Secretary and Joel  Velazquez is Chief  Financial  officer of Company.
          Darrell  Mills,  who was  terminated  as an officer  and  director  of
          Registrant on August 11, 2000, has contested his termination.


                                   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


Date:  November 20, 2000



                                       11