SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                                
                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended December 31, 1998.



Commission File Number 000-24885
                                
                                
                                
                     FAR EAST VENTURES, INC.
     (Exact name of registrant as specified in its charter)
                                
                                
                                
                                
                                
                                

Nevada                                            88-0378451
(State of organization) (I.R.S. Employer Identification No.)

4056 Elkridge Dr., Las Vegas, NV 89121
(Address of principal executive offices)

Registrant's telephone number, including area code (702) 735-5960

Registrant's Attorney: Daniel G. Chapman, Esq.,
     3360 W. Sahara Ave., Suite 200
     Las Vegas, NV 89102
     (702) 732-2253, FAX (702) 732-7516

Securities to be registered pursuant to Section 12(b) of the Act:
None

Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value per share

ITEM 1.   DESCRIPTION OF BUSINESS

FAR  EAST  VENTURES, INC. (the "Company") is a Nevada corporation
formed  on November 23, 1993. Its principal place of business  is
located  at  4056 Elkridge Dr.,  Las  Vegas,  NV
89121.  The  Company  was  organized  to  engage  in  any  lawful
corporate  business, including but not limited to,  participating
in  mergers with and acquisitions of other companies. The Company
has  been in the developmental stage since inception and  has  no
operating history other than organizational matters. The  Company
filed a Form 10-SB with the Securities and Exchange Commission in
September,  1998, and became a reporting company on  November  9,
1999, when the Form 10-SB became effective.

The  Company  was  formed  in  1993  by  Mr.  Peter  Berney,   an
acquaintance of the present officers and directors,  and  brother
of  director  Andrew Berney. Mr. Berney sold most of his  founder
shares  to  the  four  current officers and  directors  for  cash
shortly  after forming the Company. The original purpose  of  the
company was to engage in any legal activity, including locating a
merger  candidate  or acquisition target. Management  decided  to
file the Form 10-SB in mid 1997 in order to enhance the perceived
value  of the Company as a merger partner or acquisition vehicle.
The funds for preparing the Form 10-SB are provided by Mr. Andrew
Berney, a director of the Company. All funds so advanced will  be
repaid  to  him, without interest, at such time that  a  business
combination is completed.

The primary activity of the Company currently involves seeking  a
company  or  companies that it can acquire or with  whom  it  can
merge. The Company has not selected any company as an acquisition
target  or  merger partner and does not intend to limit potential
candidates  to any particular field or industry, but does  retain
the  right to limit candidates, if it so chooses, to a particular
field  or  industry. The Company's plans are  in  the  conceptual
stage only.

The  Board  of  Directors has elected to begin  implementing  the
Company's principal business purpose, described below under "Item
2,  Plan of Operation". As such, the Company can be defined as  a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules, and regulations limiting the sale of securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the Company has successfully implemented its business plan.

ITEM 2.   DESCRIPTION OF PROPERTY.

The  Company  neither owns nor leases any real property  at  this
time. The Company does have the use of a limited amount of office
space from one of the directors, Andrew Berney at no cost to  the
Company, and Management expects this arrangement to continue. The
Company  pays  its own charges for long distance telephone  calls
and  other  miscellaneous secretarial, photocopying, and  similar
expenses.  This is a verbal agreement between Andrew  Berney  and
the Board of Directors.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No items were submitted to a vote of the security holders by the
Company during the year ended December 31, 1998.

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

The  Company's  common  stock is quoted on  the  over-the-counter
market in the United States under the symbol FEVI. Management has
not  undertaken  any discussions, preliminary or otherwise,  with
any prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions until
such time as the Company has consummated a merger or acquisition.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

After a merger or acquisition has been completed, one or both  of
the  Company's  officers and directors will most  likely  be  the
persons to contact prospective market makers. It is also possible
that  persons associated with the entity that merges with  or  is
acquired  by the Company will contact prospective market  makers.
The  Company does not intend to use consultants to contact market
makers.
                                
                          Market Price

The Registrant's Common Stock is not quoted at the present time.

Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a  "penny
stock,"  for  purposes  relevant to the Company,  as  any  equity
security that has a market price of less than $5.00 per share  or
with  an exercise price of less than $5.00 per share, subject  to
certain exceptions. For any transaction involving a penny  stock,
unless  exempt,  the rules require: (i) that a broker  or  dealer
approve a person's account for transactions in penny stocks;  and
(ii)  the  broker or dealer receive from the investor  a  written
agreement  to  the  transaction, setting forth the  identity  and
quantity of the penny stock to be purchased. In order to  approve
a  person's account for transactions in penny stocks, the  broker
or  dealer  must (i) obtain financial information and  investment
experience  and  objectives  of  the  person;  and  (ii)  make  a
reasonable  determination that the transactions in  penny  stocks
are  suitable  for  that  person and that person  has  sufficient
knowledge  and experience in financial matters to be  capable  of
evaluating the risks of transactions in penny stocks. The  broker
or  dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prepared by the Commission relating
to  the  penny stock market, which, in highlight form,  (i)  sets
forth  the  basis  on  which  the  broker  or  dealer  made   the
suitability  determination; and (ii) that the  broker  or  dealer
received  a signed, written agreement from the investor prior  to
the  transaction. Disclosure also has to be made about the  risks
of  investing  in  penny stocks in both public offerings  and  in
secondary  trading,  and about commissions payable  to  both  the
broker-dealer   and   the   registered  representative,   current
quotations  for  the  securities  and  the  rights  and  remedies
available  to  an  investor in cases  of  fraud  in  penny  stock
transactions.  Finally,  monthly  statements  have  to  be   sent
disclosing recent price information for the penny stock  held  in
the  account  and  information on the  limited  market  in  penny
stocks.

The   National  Association  of  Securities  Dealers,  Inc.  (the
"NASD"),  which administers NASDAQ, has recently made changes  in
the  criteria for initial listing on the NASDAQ Small Cap  market
and  for  continued listing. For initial listing, a company  must
have net tangible assets of $4 million, market capitalization  of
$50  million  or  net  income of $750,000 in  the  most  recently
completed  fiscal year or in two of the last three fiscal  years.
For  initial listing, the common stock must also have  a  minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and  a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.

Management intends to strongly consider undertaking a transaction
with  any  merger or acquisition candidate which will  allow  the
Company's   securities  to  be  traded  without   the   aforesaid
limitations.  However, there can be no assurances  that,  upon  a
successful  merger or acquisition, the Company will  qualify  its
securities for listing on NASDAQ or some other national exchange,
or  be  able  to maintain the maintenance criteria  necessary  to
insure  continued listing. The failure of the Company to  qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of  the  inclusion  of  the Company's securities  on  a  national
exchange.  In  such  events, trading, if any,  in  the  Company's
securities  may  then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult  to
dispose  of,  or to obtain accurate quotations as to  the  market
value of, the Company's securities.
                                
                             Holders

There  are  40  holders of the Company's Common Stock.  The  four
officers and directors received their stock from Mr. Peter Berney
either as a gift or as payment for then-existing debts. A portion
of  the stock held by these four individuals was given or sold to
a  number of their friends and business acquaintences. All of the
issued and outstanding shares of the Company's Common Stock  were
issued   in  accordance  with  the  exemption  from  registration
afforded by Section 4(2) of the Securities Act of 1933.
                                
                            Dividends

The  Registrant has not paid any dividends to date,  and  has  no
plans to do so in the immediate future.
                                
                          Recent Sales

No sales of unregistered shares occurred during fiscal year 1998.

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR   PLAN   OF
          OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  statement  includes  projections  of  future  results   and
"forward-looking statements" as that term is defined  in  Section
27A  of  the  Securities Act of 1933 as amended (the  "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934  as
amended (the "Exchange Act"). All statements that are included in
this  Registration Statement, other than statements of historical
fact,   are   forward-looking  statements.  Although   Management
believes that the expectations reflected in these forward-looking
statements  are  reasonable, it can give no assurance  that  such
expectations  will prove to have been correct. Important  factors
that  could  cause actual results to differ materially  from  the
expectations are disclosed in this Statement, including,  without
limitation, in conjunction with those forward-looking  statements
contained in this Statement.
                                
                   Plan of Operation - General

The   Company's  plan  is  to  seek,  investigate,  and  if  such
investigation  warrants,  acquire an  interest  in  one  or  more
business  opportunities  presented to  it  by  persons  or  firms
desiring the perceived advantages of a publicly held corporation.
At  this  time,  the  Company has no plan,  proposal,  agreement,
understanding,  or  arrangement to  acquire  or  merge  with  any
specific  business or company, and the Company has not identified
any   specific   business  or  company  for   investigation   and
evaluation.  No  member  of Management or  any  promoter  of  the
Company,  or  an  affiliate  of  either,  has  had  any  material
discussions   with  any  other  company  with  respect   to   any
acquisition  of that company. The Company will not  restrict  its
search  to  any  specific  business,  industry,  or  geographical
location,  and may participate in business ventures of  virtually
any  kind  or  nature. Discussion of the proposed business  under
this  caption  and  throughout  this  Registration  Statement  is
purposefully  general and is not meant to restrict the  Company's
virtually  unlimited  discretion to search  for  and  enter  into
potential business opportunities.

The  Company  may seek a business opportunity with a  firm  which
only  recently commenced operations, or a developing  company  in
need  of  additional funds to expand into new products or markets
or seeking to develop a new product or service, or an established
business   which  may  be  experiencing  financial  or  operating
difficulties  and needs additional capital which is perceived  to
be  easier  to  raise by a public company. In some  instances,  a
business  opportunity may involve acquiring  or  merging  with  a
corporation which does not need substantial additional  cash  but
which desires to establish a public trading market for its common
stock. The Company may purchase assets and establish wholly-owned
subsidiaries   in   various  businesses  or   purchase   existing
businesses as subsidiaries.

The  Company  is  filing this Form 10-SB  on  a  voluntary  basis
because  the primary attraction with the Registrant as  a  merger
partner  or  acquisition vehicle will be its  status  as  an  SEC
reporting  company.  Any merger or other  combination  will  most
likely  result in the Registrant a issuing significant number  of
common  shares, which would create a substantial dilution to  the
existing shareholders.

Selecting  a  business opportunity will be complex and  extremely
risky.   Because   of   general   economic   conditions,    rapid
technological  advances  being  made  in  some  industries,   and
shortages  of available capital, management believes  that  there
are  numerous  firms  seeking the benefits of  a  publicly-traded
corporation.  Such  perceived  benefits  of  a  publicly   traded
corporation  may include facilitating or improving the  terms  on
which  additional  equity  financing  may  be  sought,  providing
liquidity for the principals of a business, creating a means  for
providing  incentive  stock options or similar  benefits  to  key
employees,  providing  liquidity  (subject  to  restrictions   of
applicable  statues)  for  all  shareholders,  and  other  items.
Potentially  available business opportunities may occur  in  many
different industries and at various stages of development, all of
which  will  make  the  task  of  comparative  investigation  and
analysis  of such business opportunities extremely difficult  and
complex.

Management believes that the Company may be able to benefit  from
the   use   of  "leverage"  in  the  acquisition  of  a  business
opportunity.  Leveraging  a  transaction  involves  acquiring   a
business  while incurring significant indebtedness  for  a  large
percentage  of  the  purchase price  of  that  business.  Through
leveraged transactions, the Company would be required to use less
of  its  available  funds for acquiring the business  opportunity
and, therefore, could commit those funds to the operations of the
business   opportunity,   to  acquisition   of   other   business
opportunities, or to other activities. The borrowing involved  in
a  leveraged transaction will ordinarily be secured by the assets
of  the  business  opportunity to be acquired.  If  the  business
opportunity acquired is not able to generate sufficient  revenues
to  make  payments on the debt incurred by the Company to acquire
that  business opportunity, the lender would be able to  exercise
the  remedies  provided by law or by contract.  These  leveraging
techniques,  while reducing the amount of funds that the  Company
must   commit   to   acquire   a   business   opportunity,    may
correspondingly  increase the risk of loss  to  the  Company.  No
assurance  can  be  given  as to the  terms  or  availability  of
financing for any acquisition by the Company. During periods when
interest  rates are relatively high, the benefits  of  leveraging
are  not  as  great  as during periods of lower  interest  rates,
because  the  investment in the business opportunity  held  on  a
leveraged   basis  will  only  be  profitable  if  it   generates
sufficient revenues to cover the related debt and other costs  of
the  financing. Lenders from which the Company may  obtain  funds
for  purposes  of a leveraged buy-out may impose restrictions  on
the future borrowing, distribution, and operating policies of the
Company.  It  is  not  possible  at  this  time  to  predict  the
restrictions,  if any, which lenders may impose,  or  the  impact
thereof on the Company.

The  Company  has insufficient capital with which to provide  the
owners  of  business  opportunities  significant  cash  or  other
assets.  Management  believes the Company will  offer  owners  of
business  opportunities the opportunity to acquire a  controlling
ownership interest in a public company at substantially less cost
than  is  required  to  conduct an initial public  offering.  The
owners  of  the  business  opportunities  will,  however,   incur
significant post-merger or acquisition registration costs in  the
event  they  wish  to  register a portion  of  their  shares  for
subsequent  sale.  The Company will also incur significant  legal
and  accounting  costs in connection with the  acquisition  of  a
business  opportunity,  including the costs  of  preparing  post-
effective amendments, Forms 8-K, agreements, and related  reports
and  documents. Nevertheless, the officers and directors  of  the
Company  have not conducted market research and are not aware  of
statistical data which would support the perceived benefits of  a
merger  or  acquisition transaction for the owners of a  business
opportunity. The Company does not intend to make any loans to any
prospective  merger or acquisition candidates or to  unaffiliated
third parties.

The Company will not restrict its search for any specific kind of
firms,  but may acquire a venture which is in its preliminary  or
development  stage,  which  is  already  in  operation,   or   in
essentially any stage of its corporate life. It is impossible  to
predict  at  this time the status of any business  in  which  the
Company  may  become engaged, in that such business may  need  to
seek  additional capital, may desire to have its shares  publicly
traded,  or may seek other perceived advantages which the Company
may  offer. However, the Company does not intend to obtain  funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company  has
successfully  consummated  such  a  merger  or  acquisition.  The
Company  also  has  no  plans  to  conduct  any  offerings  under
Regulation S.
                                
                    Sources of Opportunities

The  Company will seek a potential business opportunity from  all
known sources, but will rely principally on personal contacts  of
its  officers  and  directors as well  as  indirect  associations
between  them and other business and professional people.  It  is
not   presently   anticipated  that  the  Company   will   engage
professional  firms  specializing  in  business  acquisitions  or
reorganizations.

Management, while not especially experienced in matters  relating
to  the  new  business of the Company, will rely upon  their  own
efforts  and,  to  a  much  lesser extent,  the  efforts  of  the
Company's shareholders, in accomplishing the business purposes of
the  Company. It is not anticipated that any outside  consultants
or   advisors,  other  than  the  Company's  legal  counsel   and
accountants,  will be utilized by the Company to  effectuate  its
business purposes described herein. However, if the Company  does
retain such an outside consultant or advisor, any cash fee earned
by   such   party  will  need  to  be  paid  by  the  prospective
merger/acquisition candidate, as the Company has no  cash  assets
with   which  to  pay  such  obligation.  There  have   been   no
discussions,  understandings, contracts or  agreements  with  any
outside  consultants and none are anticipated in the  future.  In
the  past,  the  Company's  management  has  never  used  outside
consultants   or  advisors  in  connection  with  a   merger   or
acquisition.

As  is  customary in the industry, the Company may pay a finder's
fee  for  locating an acquisition prospect. If any  such  fee  is
paid, it will be approved by the Company's Board of Directors and
will be in accordance with the industry standards. Such fees  are
customarily  between  1% and 5% of the size of  the  transaction,
based upon a sliding scale of the amount involved. Such fees  are
typically in the range of 5% on a $1,000,000 transaction  ratably
down to 1% in a $4,000,000 transaction. Management has adopted  a
policy  that  such  a finder's fee or real estate  brokerage  fee
could,  in  certain  circumstances,  be  paid  to  any  employee,
officer,  director  or  5% shareholder of the  Company,  if  such
person  plays  a material role in bringing a transaction  to  the
Company.

The  Company  will  not have sufficient funds  to  undertake  any
significant  development,  marketing  and  manufacturing  of  any
products  which may be acquired. Accordingly, if it acquires  the
rights  to  a  product, rather than entering  into  a  merger  or
acquisition  it would, most likely, need to seek debt  or  equity
financing  or obtain funding from third parties, in exchange  for
which  the  Company  would probably be  required  to  give  up  a
substantial  portion  of its interest in  any  acquired  product.
There  is  no assurance that the Company will be able  either  to
obtain   additional  financing  or  interest  third  parties   in
providing  funding  for  the further development,  marketing  and
manufacturing of any products acquired.
                                
                   Evaluation of Opportunities

The analysis of new business opportunities will be undertaken  by
or  under  the supervision of the officers and directors  of  the
Company (see "Management"). Management intends to concentrate  on
identifying  prospective  business  opportunities  which  may  be
brought  to  its  attention  through  present  associations  with
management.  In  analyzing  prospective  business  opportunities,
management will consider, among other factors, such matters as;
  1)   the available technical, financial and managerial resources
  2)   working capital and other financial requirements
  3)   history of operation, if any
  4)   prospects for the future
  5)   present and expected competition
  6)   the quality and experience of management services which may
     be available and the depth of that management
  7)     the  potential  for  further  research,  development  or
     exploration
  8)   specific risk factors not now foreseeable but which then may
     be anticipated to impact the proposed activities of the Company
  9)   the potential for growth or expansion
  10)   the potential for profit
  11)  the perceived public recognition or acceptance of products,
     services or trades
  12)  name identification

Officers and directors of each company will meet personally  with
management and key personnel of the firm sponsoring the  business
opportunity  as  part  of  their  investigation.  To  the  extent
possible,  the  Company intends to utilize  written  reports  and
personal investigation to evaluate the above factors. The Company
will  not  acquire  or merge with any company for  which  audited
financial statements cannot be obtained.

Opportunities  in  which  the Company participates  will  present
certain  risks,  many  of which cannot be  adequately  identified
prior   to   selecting  a  specific  opportunity.  The  Company's
shareholders  must, therefore, depend on Management  to  identify
and evaluate such risks. Promoters of some opportunities may have
been  unable to develop a going concern or may present a business
in   its   development  stage  (in  that  it  has  not  generated
significant revenues from its principal business activities prior
to   the  Company's  participation.)  Even  after  the  Company's
participation,  there is a risk that the combined enterprise  may
not  become  a  going concern or advance beyond  the  development
stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.

The  investigation  of  specific business opportunities  and  the
negotiation,  drafting  and  execution  of  relevant  agreements,
disclosure   documents   and  other  instruments   will   require
substantial  management time and attention and substantial  costs
for  accountants, attorneys and others. If a decision is made not
to  participate  in  a  specific business  opportunity  the  cost
therefore  incurred  in the related investigation  would  not  be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure  to
consummate that transaction may result in the loss of the Company
of the related costs incurred.

There  is  the additional risk that the Company will not  find  a
suitable  target.  Management does not believe the  Company  will
generate  revenue  without finding and completing  a  transaction
with  a  suitable  target company. If no such  target  is  found,
therefore,  no  return on an investment in the  Company  will  be
realized,  and there will not, most likely, be a market  for  the
Company's stock.
                                
                  Acquisition of Opportunities

In   implementing   a   structure  for  a   particular   business
acquisition,  the  Company  may  become  a  party  to  a  merger,
consolidation,  reorganization,  joint  venture,  franchise,   or
licensing  agreement with another corporation or entity.  It  may
also  purchase  stock or assets of an existing business.  Once  a
transaction  is  complete,  it  is  possible  that  the   present
management and shareholders of the Company will not be in control
of  the  Company. In addition, a majority or all of the Company's
officers  and  directors  may,  as  part  of  the  terms  of  the
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.

It   is   anticipated  that  securities  issued   in   any   such
reorganization  would be issued in reliance  on  exemptions  from
registration under applicable Federal and state securities  laws.
In  some circumstances, however, as a negotiated element of  this
transaction,  the Company may agree to register  such  securities
either  at the time the transaction is consummated, under certain
conditions,  or  at specified time thereafter.  The  issuance  of
substantial additional securities and their potential  sale  into
any  trading  market  which may develop in the  Company's  Common
Stock may have a depressive effect on such market.

While the actual terms of a transaction to which the Company  may
be  a  party  cannot be predicated, it may be expected  that  the
parties  to  the business transaction will find it  desirable  to
avoid  the creation of a taxable event and thereby structure  the
acquisition  in  a  so  called  "tax free"  reorganization  under
Sections  368(a)(1) or 351 of the Internal Revenue Code of  1986,
as  amended  (the "Code"). In order to obtain tax free  treatment
under  the  Code,  it  may be necessary for  the  owners  of  the
acquired business to own 80% or more of the voting stock  of  the
surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than  20%
of  the  issued  and outstanding shares of the surviving  entity,
which could result in significant dilution in the equity of  such
shareholders.

As part of the Company's investigation, officers and directors of
the   Company  will  meet  personally  with  management  and  key
personnel,  may  visit  and inspect material  facilities,  obtain
independent  analysis  or  verification  of  certain  information
provided,  check reference of management and key  personnel,  and
take  other reasonable investigative measures, to the  extent  of
the   Company's   limited  financial  resources  and   management
expertise.

The  manner  in which each Company participates in an opportunity
will  depend  on  the nature of the opportunity,  the  respective
needs  and  desires  of  the  Company  and  other  parties,   the
management  of  the  opportunity, and  the  relative  negotiating
strength of the Company and such other management.

With  respect  to any mergers or acquisitions, negotiations  with
target  company  management will be  expected  to  focus  on  the
percentage of the Company which the target company's shareholders
would  acquire in exchange for their shareholdings in the  target
company. Depending upon, among other things, the target company's
assets  and liabilities, the Company's shareholders will, in  all
likelihood,  hold a lesser percentage ownership interest  in  the
Company  following  any  merger or  acquisition.  The  percentage
ownership  may be subject to significant reduction in  the  event
the  Company  acquires a target company with substantial  assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers  in
this offering.

Management  has  advanced, and will continue  to  advance,  funds
which  shall  be used by the Company in identifying and  pursuing
agreements  with  target companies. Management  anticipates  that
these  funds  will be repaid from the proceeds of  any  agreement
with  the  target  company, and that any such agreement  may,  in
fact, be contingent upon the repayment of those funds.
                                
                           Competition

The  Company  is an insignificant participant among  firms  which
engage   in   business  combinations  with,  or   financing   of,
development-stage   enterprises.  There  are   many   established
management and financial consulting companies and venture capital
firms  which  have significantly greater financial  and  personal
resources,  technical expertise and experience than the  Company.
In   view  of  the  Company's  limited  financial  resources  and
management  availability, the Company  will  continue  to  be  at
significant  competitive  disadvantage  vis-a-vis  the  Company's
competitors.
                                
                      Year 2000 Compliance

The   Company  is  aware  of  the  issues  associated  with   the
programming  code in existing computer systems as the  year  2000
approaches. The Company has assessed these issues as they  relate
to  the Company, and since the Company currently has no operating
business  and  does not use any computers, and since  it  has  no
customers,  suppliers or other constituents, it does not  believe
that  there are any material year 2000 issues to disclose in this
Form 10-SB.
                                
                     Regulation and Taxation

The  Investment  Company  Act  of  1940  defines  an  "investment
company"  as  an  issuer which is or holds itself  out  as  being
engaged  primarily in the business of investing,  reinvesting  or
trading  securities. While the Company does not intend to  engage
in  such activities, the Company obtains or continues to  hold  a
minority  interest in a number of development stage  enterprises.
The  Company  could be expected to incur significant registration
and compliance costs if required to register under the Investment
Company  Act  of 1940. Accordingly, management will  continue  to
review  the  Company's activities from time to time with  a  view
toward reducing the likelihood the Company could be classified as
an "investment company".

The  Company intends to structure a merger or acquisition in such
manner  as to minimize Federal and state tax consequences to  the
Company and to any target company.
                                
                            Employees

The Company's only employees at the present time are its officers
and  directors,  who will devote as much time  as  the  Board  of
Directors determine is necessary to carry out the affairs of  the
Company. (See "Management").

ITEM 7.   FINANCIAL STATEMENTS

The  financial statements and supplemental data required by  this
Item 7 follow the index of financial statements appearing at Item
13 of this Form 10-KSB.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

The  Registrant has not changed accountants since its  formation,
and  Management has had no disagreements with the findings of its
accountants.

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS

The  members of the Board of Directors of the Company serve until
the  next  annual  meeting of the stockholders,  or  until  their
successors have been elected. The officers serve at the  pleasure
of the Board of Directors.

There are no agreements for any officer or director to resign  at
the  request  of  any other person, and none of the  officers  or
directors  named  below  are acting  on  behalf  of,  or  at  the
direction of, any other person.

The  Company's officers and directors will devote their  time  to
the  business  on  an  "as-needed" basis, which  is  expected  to
require 5-10 hours per month.

Information  as  to the directors and executive officers  of  the
Company is as follows:
<TABLE>                         
                                
<S>                      <C>    <C>
                                
Name/Address             Age    Position
                                
Lizabeth Diller          36     President        /
9808 Piper Glen                 Director
Las Vegas, NV 89134
                                
Michael L. Eaton         61     Secretary    /   Treasurer    /
4900 E. Tropicana Ave.          Director
Las Vegas, NV 89121
                                
Andrew W. Berney         40     Director
4056 Elkridge Dr.
Las Vegas, NV 89121
                                
Randy McDowell           42     Director
100 N. Wallace St. #232
Henderson, NV 89017
                                
</TABLE>                        

Lizabeth Diller     President/Director

Ms.  Diller  has  been a Director and Officer of the  corporation
since April 1994. Since February 1994, she has been the Executive
Casino  Slot  Host  at  Caesar's Palace in  Las  Vegas,  NV.  Ms.
Diller's  responsibilities here include  developing  a  clientele
through   marketing   and   customer  service,   which   includes
arrangements  for  accommodations,  entertainment,  and   dining,
granting  complimentaries  based on play,  and  entertaining  VIP
players at special events and parties.

From  October  of 1992 to February 1994, she served as  Assistant
Store  Manager  for  Escada Retail Inc., in  Las  Vegas,  Nevada.
Responsibilities  included  supervision  development  and   sales
support for staff. Handling customers special requests and direct
communication  with  buyers  and  vendors  regarding  merchandise
needs.  In July of 1990 to July 1992 Ms. Diller was Store Manager
for  Victoria's  Secret in Brea, California. Her responsibilities
included  supervision and training of a staff of 18  including  2
Assistant  Managers.  Developing and  motivating  staff  to  high
levels  of sales performance and customer service standards.  She
was   also   responsible  for  maintaining  high   standards   in
merchandise presentation to maximize store volume at all times.

From  August 1986 to February 1990 she served as a Store  Manager
for Ann Taylor in Torrance, California. Here the responsibilities
included overseeing and managing a profitable store. Supervision,
training, and team building for 25 associates. Development of two
Assistant  Managers in the areas of sales, expertise,  personnel,
merchandising  and store operations. Maintain high  standards  in
merchandise  presentation with the ability to analyze merchandise
needs   then  communicating  needs  to  supervisors  and  buyers.
Starting in April 1980 and ending in July 1986, Ms. Diller served
as an Assistant Manager for Women's Sportswear at The Bon Marche'
in   Eugene,  Oregon.  Responsibilities  here  included  customer
special  requests, inventory and loss control, major sale  set-up
and  break-down.  Frequent buyer communication  and  striving  to
maintain an excellent rapport with fellow associates.

Michael L. Eaton    Secretary/Treasurer/Director

Michael  L.  Eaton  has  been  a  Director  and  Officer  of  the
corporation since April of 1994. Since November 1994,  Mr.  Eaton
has  been  President of Columbine Ventures, Las Vegas,  where  he
oversees the corporation's taverns.

Since February 1994 Mr. Eaton has been with Jet West Airlines  of
Las  Vegas, Nevada. Here Mr. Eaton developed Maintenance  Manuals
and  an  Inspection  program for the Airline. He  also  developed
financial forecasts, aircraft and equipment procurement  programs
and the DOT document.

From  August  1993  to  January 1994 Mr. Eaton  worked  at  Grand
Airways,  Las Vegas, Nevada, as the Director of Quality  Control.
Here  Mr.  Eaton developed the Maintenance, inspection and  store
programs for the FAR 121 airline.

From  December 1992 to July 1993, Mr. Eaton was in the Employ  of
Family  Airlines,  Las Vegas, Nevada as the Director  of  Quality
Control.  Here  Mr. Eaton developed maintenance manuals  for  the
company  as  well as establishing all inspection  procedures  and
record keeping standards for the airline.

From  August 1992 to December 1992 Mr. Eaton was working for  the
Imperial  Palace in Las Vegas, Nevada as the Company  Maintenance
Representative. At the Imperial Palace Mr. Eaton worked with  two
727-100 aircraft while in C&D checks.

From  May  1990  to December 1991 Mr. Eaton worked for  Aerotest,
Inc., of Mojave, California as the Supervisor of the Overhaul and
Modification  Department.  Here Mr.  Eaton  supervised  overhaul,
repair and modifications of various types of customer aircraft.

From  February 1989 to February 1990 Mr. Eaton worked for Private
Jet  Expeditions of Wichita, Kansas as Chief Inspector. Here  Mr.
Eaton  performed normal duties of Chief Inspector for Boeing  727
Aircraft.  He was also the Company representative at  Page  Avjet
during heavy check and modification.

From November 1987 to November 1988, Mr. Eaton worked for Neptune
Aircraft  Services  of  Las  Vegas, Nevada  as  the  Director  of
Maintenance.  Here  Mr. Eaton authored the company's  Policy  and
Procedures  Manuals.  He  established  and  maintained  both  the
Insurance and Maintenance Departments.

From January 1984 to November 1987, Mr. Eaton worked for Sunworld
Airlines  of  Las  Vegas, Nevada as the Manager  of  Maintenance.
During  his  employment here Mr. Eaton was  responsible  for  the
operation  of  seven  DC-9 and five Boeing 737-300  aircraft.  He
managed 45 employees, including stores and line maintenance.

From  June 1969 to August 1983, Mr. Eaton was the Supervisor  and
Lead  Mechanic for Continental Airlines in Denver, Colorado. Here
Mr.  Eaton  worked  in  a full range of experience  in  line  and
terminal  maintenance, inspection, heavy checks, engine  overhaul
(jet  and  turbo-prop), aircraft, avionics  troubleshooting,  and
autoshop.

Randy J. McDowell   Director

Randy  J. McDowell has been a Director of the Company since April
1994. Since August 1, 1996 he has served as a Senior Loan Officer
for  United Mortgage Guarantee, Las Vegas, Nevada. His  abilities
include  exceptional mathematical, management, and organizational
skills.  As a manager he has been responsible for over 30 million
dollars  in  loans outstanding, various training and solicitation
programs,  office  budget  control, hiring  and  training  office
personnel, and forecasting monthly and yearly office growth.

He  also  is  an  officer and director of M-80s Inc.,  a  company
formed in May, 1998, which operates in the entertainment field.

From  November 1994 to July 31, 1996, he served as a Senior  Loan
Officer for United Lending Group, Las Vegas, Nevada.

From  March 1993 to November 1994, he served as Senior  Assistant
Manager for The Money Store, Las Vegas, Nevada.

From  September 1992 to March 1993, he was Senior  Collector  for
Quality Home Foods, Las Vegas, Nevada.

From  January  1989 to September 1992, he owned Film Productions,
Palm Springs, CA.

From  November 1986 to January 1989, he was a Credit  Collections
Manager for Riverside Thrift and Loan, Las Vegas, Nevada.

From  November  1982  to  November 1986 he  was  Manager  of  the
Associates Finance, Palm Springs, CA.

From  June  1979  to  November 1982 he was the  Executive  Branch
Manager for Transamerica Financial Services, Palm Springs, CA.

From  May  1997,  through June 1998, Mr. McDowell  served  as  an
officer an director of Nostalgia Motorcars, Inc., an OTC Bulletin
Board  company.  From May 1994 through May  1997,  he  served  as
officer  and director of GTC Telecom, also an OTC Bulletin  Board
company.

From  June 1974 to June 1979, he served as a Sergeant/E-5 in  the
5th Special Forces in the United States Army, Rad Tolz, Germany.

He  is a graduate of the University of Michigan, Ann Arbor, MI in
1979.  While there, he was a Business analysis major and received
a Business Science Degree.

He  also  graduated from Cass Technical High School, Detroit,  MI
with honors in 1974.

In  addition  to  these  educational achievements,  he  has  also
attended  many company-sponsored courses on training, sales,  and
management.

Andrew W. Berney    Director

Mr. Berney has been a Director of the Company since September 27,
1997.

He  has  been  President  of Equity First Associates,  Inc.,  Las
Vegas,  NV,  since  purchasing his  ownership  interest  in  that
company  in  January of 1998. Prior to that time, he was  a  Loan
Officer with Equity First since January of 1997.

He has been the Secretary / Treasurer of Cambro Investment Group,
Inc., a family-owned corporation, since August of 1993.

From  July 1995 to September 1995, he was a Mortgage Loan Officer
with United Lending Group, Las Vegas, NV.

From  December  1994  to June 1995 he was the  Las  Vegas  Branch
Manager  for  Equicredit Corporation, a company  engaged  in  the
wholesale mortgage real estate loan business.

From  July  1993 through November 1994, Mr. Berney  was  District
Manager for Ford Consumer Finance Company, Inc., in Las Vegas.

In  October 1992, he joined The Moneystore in Las Vegas, where he
served as branch manager until resigning in July, 1993.

From  February through October of 1992, he was a loan officer  in
the  direct  sales  department of Ford Consumer Finance  Company,
Inc., in Laguna Hills, CA.

From  March  1988  through  December  1991,  he  was  the  Senior
Executive  Branch  Manager for Transamerica  Financial  Services,
Inc., in Santa Ana, CA.

From  December 1982 through June 1985, he was an assistant branch
manager   for  the  Scottsdale  office  of  Associates  Financial
Services of Arizona.
                                
                     Blank Check Experience

In  addition to the experience described above, Mr. Andrew Berney
is  or  has been an officer and/or director of a number of  blank
check companies.
     M.M. Cork  Enterprises, Inc. - President from  January  1996
          through September 1996. He resigned as part of a merger
          agreement  with International Forest Industries,  Inc.,
          which  then merged with Flour City International,  Inc.
          Mr.  Berney  received no compensation as  part  of  the
          merger, other than shares in Flour City in exchange for
          his shares in M.M. Cork, which were granted in the same
          amount as all other shareholders received.
     Caye Chapel, Inc. - Officer and Director from September 1995
          through  October 1998. He resigned as part of a  merger
          agreement  in  October, 1998. Mr.  Berney  received  no
          compensation as part of the merger, other  than  shares
          in the surviving entity (Caye Chapel, Inc.), which were
          granted  in  the same amount as all other  shareholders
          received.
     Cambridge  Funding  Group, Inc. - Officer and Director  from
          June,  1995 through October, 1998. He resigned as  part
          of  a  merger  agreement  with Agriceuticals,  Inc.  in
          October,  1998. Mr. Berney received no compensation  as
          part of the merger, other than shares in Agriceuticals,
          Inc. which were granted in the same amount as all other
          shareholders received.
     Torrey  Pines  Nevada,  Inc. - Secretary and  Director  from
          October 1992 until April 1996.
     LPI, Inc.  -  Officer  and Director from June  1991  through
          April 1997.
     Corporate Tours and Travel, Inc. - Director and Officer from
          October 21, 1993 through the present.
     Austin Land & Development, Inc. - Officer and Director since
          September 1995.
     Austin  Land & Resources, Inc. - Officer and Director  since
          September 1995.
     Austin  Underground,  Inc.  -  Officer  and  Director  since
          November 1994.
     Exclusive  Cruises and Resorts, Inc. - Officer and  Director
          from February 1995 through April 1998.
     American  Flintlock  Company - Officer  and  Director  since
          March, 1993
     Asian-American  International, Inc. - Officer  and  Director
          since November, 1994.
     Travel Masters - Officer and Director since March, 1995.
     Winecup  Lands & Cattle Company, Inc. - Officer and Director
          since December, 1992.
     Cool-Ex  International,  Inc. - Officer and  Director  since
          July, 1997.
     Panda Pacific, Inc. - Officer and Director since May, 1997.
     Computer  Giftware  Company  - Officer  and  Director  since
          March, 1993.
     Metrobell   Telecom  Corp.  -  Officer  and  Director  since
          February, 1992.
     Handell Graff, Inc. - Officer and Director since 1993.
     Cherokee Leather, Inc. - Officer and Director since 1995.
     Mirex, Inc. - Officer and Director since 1996.
     De Sorca, Inc. - Officer and Director since 1993.
     Vista  Medical  Terrace, Inc. - Officer and  Director  since
          1990.

In addition to the experiences described above, Mr. Michael Eaton
is  or  has  been an officer and/or director of two  blank  check
companies: Allwest Systems International, LLC, and Com 101,  Inc.
Both of these entities merged in May, 1997. Mr. Eaton received no
compensation  as part of the mergers, other than  shares  in  the
surviving companies, which were granted in the same amount as all
other shareholders received.

There  is no family relationship between any of the officers  and
directors  of  the Company. The Company's Board of Directors  has
not established any committees.
                                
                      Conflicts of Interest

Insofar  as  the  officers and directors  are  engaged  in  other
business activities, management anticipates it will devote only a
minor  amount of time to the Company's affairs. The officers  and
directors  of  the Company may in the future become shareholders,
officers or directors of other companies which may be formed  for
the  purpose of engaging in business activities similar to  those
conducted by the Company. The Company does not currently  have  a
right  of first refusal pertaining to opportunities that come  to
management's attention insofar as such opportunities  may  relate
to the Company's proposed business operations.

The  officers and directors are, so long as they are officers  or
directors  of  the Company, subject to the restriction  that  all
opportunities  contemplated by the Company's  plan  of  operation
which come to their attention, either in the performance of their
duties  or  in any other manner, will be considered opportunities
of,  and be made available to the Company and the companies  that
they  are  affiliated with on an equal basis. A  breach  of  this
requirement  will  be  a breach of the fiduciary  duties  of  the
officer or director. If a situation arises in which more than one
company desires to merge with or acquire that target company  and
the  principals of the proposed target company have no preference
as  to  which company will merge or acquire such target  company,
the  company  of which the President first became an officer  and
director will be entitled to proceed with the transaction. Except
as  set  forth  above,  the Company has  not  adopted  any  other
conflict of interest policy with respect to such transactions.

With  respect to the blank-check companies in which  any  of  the
officers  and directors of this Company serve as officers  and/or
directors, none have filed registration statements prior to  this
Company filing its registration.
                                
                 Investment Company Act Of 1940

Although  the  Company  will be subject to regulation  under  the
Securities Act of 1933 and the Securities Exchange Act  of  1934,
management believes the Company will not be subject to regulation
under  the Investment Company Act of 1940 insofar as the  Company
will  not  be engaged in the business of investing or trading  in
securities.  In  the  event  the  Company  engages  in   business
combinations   which  result  in  the  Company  holding   passive
investment  interests in a number of entities, the Company  could
be  subject  to  regulation under the Investment Company  Act  of
1940. In such event, the Company would be required to register as
an  investment company and could be expected to incur significant
registration  and compliance costs. The Company has  obtained  no
formal  determination from the Securities and Exchange Commission
as  to the status of the Company under the Investment Company Act
of  1940  and,  consequently, any violation  of  such  Act  would
subject the Company to material adverse consequences.

ITEM 10.  EXECUTIVE COMPENSATION

None  of  the  Company's  officers and/or directors  receive  any
compensation  for  their  respective  services  rendered  to  the
Company,  nor have they received such compensation in  the  past.
They   both  have  agreed  to  act  without  compensation   until
authorized  by the Board of Directors, which is not  expected  to
occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date  of
this  registration statement, the Company has no funds  available
to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.

It is possible that, after the Company successfully consummates a
merger  or  acquisition with an unaffiliated entity, that  entity
may  desire  to  employ  or retain one or  more  members  of  the
Company's  management for the purposes of providing  services  to
the surviving entity, or otherwise provide other compensation  to
such  persons. However, the Company has adopted a policy  whereby
the  offer  of  any post-transaction remuneration to  members  of
management will not be a consideration in the Company's  decision
to  undertake any proposed transaction. Each member of management
has  agreed  to disclose to the Company's Board of Directors  any
discussions concerning possible compensation to be paid  to  them
by  any entity which proposes to undertake a transaction with the
Company  and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board  of Directors is offered compensation in any form from  any
prospective   merger  or  acquisition  candidate,  the   proposed
transaction  will  not  be approved by  the  Company's  Board  of
Directors  as  a  result  of  the  inability  of  the  Board   to
affirmatively approve such a transaction.

It  is possible that persons associated with management may refer
a  prospective merger or acquisition candidate to the Company. In
the  event the Company consummates a transaction with any  entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's  fee. It is anticipated that this fee will be either  in
the form of restricted common stock issued by the Company as part
of  the terms of the proposed transaction, or will be in the form
of  cash consideration. However, if such compensation is  in  the
form of cash, such payment will be tendered by the acquisition or
merger  candidate,  because  the Company  has  insufficient  cash
available.  The amount of such finder's fee cannot be  determined
as of the date of this registration statement, but is expected to
be   comparable   to   consideration  normally   paid   in   like
transactions. No member of management of the Company will receive
any  finders fee, either directly or indirectly, as a  result  of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings,  but  who  are  not affiliated  with  or  relatives  of
management.

No retirement, pension, profit sharing, stock option or insurance
programs  or  other  similar programs have been  adopted  by  the
Registrant for the benefit of its employees.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

The  following table sets forth each person known to the Company,
as  of  January 7, 1999, to be a beneficial owner of five percent
(5%)  or  more  of the Company's common stock, by  the  Company's
directors individually, and by all of the Company's directors and
executive  officers as a group. Except as noted, each person  has
sole  voting  and  investment power with respect  to  the  shares
shown.
                                                  
<TABLE>                                           
                                                  
<S>        <C>                      <C>           <C>
                                                  
Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
 Common    Lizabeth Diller          600,000       13.95%
           9808 Piper Glen
           Las Vegas, NV 89134
 Common    Randy McDowell           200,000       4.65%
           100 N. Wallace St. #232
           Henderson, NV 89017
 Common    Michael L. Eaton         900,000       20.93%
           4900 E. Tropicana Ave.
           Las Vegas, NV 89121
 Common    Andrew W. Berney         500,000       11.63%
           4056 Elkridge Dr.
           Las Vegas, NV 89121
 Common    All Officers and         2,200,000     51.16%
           Directors
           (4 individuals)
</TABLE>                                          

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  Board of Directors has passed a resolution which contains  a
policy  that the Company will not seek an acquisition  or  merger
with   any  entity  in  which  any  of  the  Company's  Officers,
Directors,   principal  shareholders  or  their   affiliates   or
associates  serve  as officer or director or hold  any  ownership
interest.  Management  is  not aware of any  circumstances  under
which this policy, through their own initiative may be changed.

The  proposed  business activities described herein classify  the
Company  as  a  "blank check" company. Many states  have  enacted
statutes,  rules and regulations limiting the sale of  securities
of  "blank  check"  companies in their respective  jurisdictions.
Management  does not intend to undertake any efforts to  cause  a
market to develop in the Company's securities until such time  as
the  Company  has  successfully  implemented  its  business  plan
described herein.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

There  have been no reports filed on Form 8-K since the effective
date  of  the  Company's  Form  10-SB.  The  following  financial
statements are included as exhibits:
     
     Report of Independent Auditor Barry L. Friedman, CPA,  dated
     January 29, 1999.
     
     Balance  Sheet as of December 31, 1998, December  31,  1997,
     and December 31, 1996.
     
     Statement  of  Operations for the years ended  December  31,
     1998, December 31, 1997, and December 31, 1996.
     
     Statement  of Changes in Stockholder's Equity for the  years
     ended December 31, 1998, December 31, 1997, and December 31,
     1996.
     
     Statement  of  Cash Flows for the years ended  December  31,
     1998, December 31, 1997, and December 31, 1996.
     
     Notes  to  Financial Statements for the years ended December
     31, 1998, December 31, 1997, and December 31, 1996.
                                
                  INDEPENDENT AUDITOR'S REPORT

Board of Directors                          January 29, 1999
Far East Ventures, Inc.
Las Vegas, Nevada

I  have  audited  the  accompanying Balance Sheets  of  Far  East
Ventures, Inc., (A Development Stage Company), as of December 31,
1998,  December 31, 1997, and December 31, 1996, and the  related
statements of operations, stockholders' equity and cash flows for
the  three  years ended December 31,1998, December  31,1997,  and
December   31,   1996.   These  financial  statements   are   the
responsibility of the Company's management. My responsibility  is
to  express an opinion on these financial statements based on  my
audit.

I  conducted  my  audit  in  accordance with  generally  accepted
auditing  standards. Those standards require  that  we  plan  and
perform  the  audit to obtain reasonable assurance about  whether
the  financial  statements are free of material misstatement.  An
audit  includes  examining, on a test basis, evidence  supporting
the amounts and disclosures in the financial statements. An audit
also  includes  assessing  the  accounting  principles  used  and
significant  estimates made by management, as well as  evaluating
the  overall financial statement presentation. I believe that  my
audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position  of  Far
East  Ventures,  Inc.,  (A  Development  Stage  Company),  as  of
December 31, 1998, December 31, 1997, and December 31, 1996,  and
the  results of its operations and cash flows for the three years
ended  December  31, 1998, December 31, 1997,  and  December  31,
1996,   in   conformity   with  generally   accepted   accounting
principles.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern. As  discussed  in
Note  #5  to  the  financial  statements,  the  Company  has   no
established  source  of  revenue. This raises  substantial  doubt
about  its  ability to continue as a going concern.  Management's
plans  in regard to these matters are also described in Note  #5.
The  financial  statements do not include  any  adjustments  that
might result from the outcome of this uncertainty.
     
     /S/ Barry L. Friedman
     
     Barry L. Friedman
     Certified Public Accountant
     Las Vegas, NV
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
                          BALANCE SHEET
                                
                             ASSETS
                                                                 
<TABLE>                                                          
                                                                 
<S>                          <C>               <C>               <C>
                                                                 
                             December 31,      December 31,      December 31,
                             1998              1997              1996
CURRENT ASSETS:              $0                $0                $
                                                                 0
TOTAL CURRENT ASSETS          $0                $0                $0
OTHER ASSETS;                $0                $36               $75
Organization Costs (Net)                                          
TOTAL ASSETS                 $0                $36               $75
</TABLE>                                                         

See accompanying notes to financial statements & audit report
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
                          BALANCE SHEET
                                
              LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                 
<TABLE>                                                          
                                                                 
<S>                          <C>               <C>               <C>
                                                                 
                             December 31,      December 31,      December 31,
                             1998              1997              1996
CURRENT LIABILITIES;                                             
Officers Advances (Note #6)   $ 2,625           $ 1,250           $350
TOTAL CURRENT LIABILITIES    $ 2,625           $1,250            $350
STOCKHOLDERS' EQUITY; (Note                                      
1)
Common stock, $.001 par      $4,300            $4,300            $4,300
value Authorized 50,000,000
shares issued And
outstanding at
December 31, 1996 -
4,300,000 shs December 31,
1997 - 4,300,000 shs June
30, 1998 - 4,300,000 shs
Additional paid in Capital   0                 0                 0
Accumulated loss             -6,925            -5,514            -4,575
TOTAL STOCKHOLDERS' EQUITY   $ 2,625           $-1,214           $-275
TOTAL LIABILITIES AND        $0                $36               $75
STOCKHOLDERS' EQUITY
</TABLE>                                                         
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
                     STATEMENT OF OPERATION
                                                                           
<TABLE>                                                                    
                                                                           
<S>                  <C>               <C>               <C>               <C>
                                                                           
                     Year Ended        Year Ended        Year Ended        Nov. 23, 1993
                     December 31,      December 31,      December 31,      (inception) to
                     1998              1997              1996              Dec. 31, 1998
INCOME:                                                                    
Revenue               $0                $0                $0                $0
EXPENSES:                                                                  
General, Selling And  $675              $900              $350              $5,455
Administrative
Amortization          20                39                39                169
Total Expenses       $695              $939              $389              $5,624
Net Profit/Loss(-)   $-695             $-939             $-389             $-5,624
Net Profit/Loss (-)  $-0.00            $-0.00            $-0.00            $-0.00
Per weighted Share
(Note1)
Weighted average     4,300,000         4,300,000         4,300,000         4,300,000
Number of common
Shares outstanding
</TABLE>                                                                   

See accompanying notes to financial statements & audit report
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
          STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                                                               
<TABLE>                                                                        
                                                                               
<S>                      <C>               <C>               <C>               <C>
                                                                               
                         Common Shares     Stock Amount      Additional paid-  Accumulated
                                                             in Capital        Deficit
Balance,                 4,300,000         $4,300            $0                $-
December 31, 1995                                                              4
                                                                               ,
                                                                               1
                                                                               8
                                                                               6
Net loss year ended                                                            -389
December 31, 1996
Balance,                 4,300,000         $4,300            $0                $-4,575
December 31, 1996
Net loss year ended                                                            $-939
December 31, 1997
Balance,                 4,300,000         $4,300            $0                $-5,514
December 31, 1997
Net Loss year ended                                                            -1,411
December 31, 1998
Balance,                 4,300,000         $4,300            $0                $-6,925
December 31, 1998
</TABLE>                                                                       
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
                     STATEMENT OF CASH FLOWS
                                                   
<TABLE>                                            
                                                   
<S>                   <C>       <C>       <C>      <C>
                                                   
                      Year      Year      Year     Nov. 23,
                      Ended     Ended     Ended    1993
                      Dec. 31,  Dec. 31,  Dec.     (inception
                      1998      1997      31,      ) to Dec.
                                          1996     31, 1998
Cash Flows from                                    
Operating Activities:                              
Net Loss              $-1,411   $-939     $-389    $-5,624
Adjustment to                                      
reconcile net loss to
net cash provided by
operating activities
Amortization          +36       +39       +39      +169
Changes in assets and                              
Liabilities:
Organization costs                                 $-195
Increase in current   $+1,375   +900      +350     $+1,350
Liabilities
Net cash used in                                   $-4,300
Operating activities
Cash flows from       0         0         0        0
Investing activities
Cash Flows from                                    
Financing Activities:
Issuance of Common    0         0         0        +4,300
Stock
Net increase          $0        $0        $0       $0
(decrease) In cash
Cash, Beginning of    0         0         0        0
period
Cash end of period    $0        $0        $0       $0
</TABLE>                                           
                                
                     FAR EAST VENTURES, INC.
                  (A Development Stage Company)
                                
                  NOTES TO FINANCIAL STATEMENTS
                                
   December 31, 1998, December 31, 1997, and December 31, 1996

NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

Th Company was organized November 23, 1993, under the laws of the
State of Nevada, as Far East Ventures, Inc. The Company currently
has  no operations and, in accordance with SFAS #7, is considered
a development stage company.

NOTE 2- ACCOUNTING POLICIES AND PROCEDURES

The Company records income and expenses on the accrual method.

Estimates

The  preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires 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 revenue and expenses during  the  reporting
period. Actual results could differ from those estimates.

Cash and Equivalents

The  Company  maintains a cash balance in a  non-interest-bearing
bank that currently does not exceed federally insured limits. For
the  purpose  of the statements of cash flows, all highly  liquid
investments  with  the  maturity of  three  months  or  less  are
considered to be cash equivalents. They're no cash equivalents as
of December 31, 1998.

Income Taxes

Income  taxes  are  provided for using the  liability  method  of
accounting  in accordance with Statement of Financial  Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes".  A
deferred  tax  asset or liability is recorded for  all  temporary
difference  between  financial and tax  reporting.  Deferred  tax
expense (benefit) results from the net change during the year  of
deferred tax assets and liabilities.

Organization Costs

Costs incurred to organize the Company are being amortized  on  a
straight-line basis over a sixty-month period

Loss Per Share

Net  loss  per share is provided in accordance with Statement  of
Financial  Accounting Standards No. 128, (SFAS  #128),  "Earnings
Per  Share". Basic loss per share is computed by dividing  losses
available  to common stockholders by the weighted average  number
of  common shares outstanding during the period. Diluted loss per
share  reflects  per share amounts that would  have  resulted  if
dilative  common stock equivalents had been converted  to  common
stock.  As  of  December 31, 1998, the Company  had  no  dilative
common stock equivalents such as stock options.

Year End

The Company has selected December 31, as its year-end

NOTE 3- INCOME TAXES

There  is  no  provision for income taxes for  the  period  ended
December 31, 1998, due to the net loss and no state income tax in
the  state of the Company's domicile and operations, Nevada.  The
Company's total deferred tax asset as of December 31, 1998 is  as
follows:

Net operation loss carry forward   $ 6,925

Valuation allowance           6,925

     Net deferred tax asset   $ 0

The  federal net operating loss carry forward will expire various
amounts from 2013 to 2018.

This  carry  forward may be limited upon the  consummation  of  a
business combination under IRC Section 381.

NOTE 4- SHAREHOLDERS' EQUITY

Common Stock

The  authorized common stock of Far East Ventures, Inc., consists
of 50,000,000 shares with a par value of $.001 per share.

Preferred Stock

Far East Ventures, Inc. has no preferred stock.

On November 23, 1993, the Company issued 4,300,000 shares of it's
$.00l par value common stock for services of $ 4,300.

NOTE 5- GOING CONCERN

The  Company's financial statements are prepared using  generally
accepted  accounting principles applicable  to  a  going  concern
which  contemplates the realization of assets and liquidation  of
liabilities  in  the  normal  course of  business.  However,  the
Company  does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient  to
cover  its operating costs and to 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 interest free.

NOTE 6-RELATED PARTY TRANSACTION

The  Company  neither  owns  nor  leases  any  real  or  personal
property.  Office  services  are provided  without  charge  by  a
director.  Such costs are immaterial to the financial  statements
and,  accordingly, have not been reflected therein. The  officers
and  directors  of  the Company are involved  in  other  business
opportunities.   If  a  specific  business  opportunity   becomes
available, such persons may face a conflict in selecting  between
the  Company and their other business interests. The Company  has
not formulated a policy for the resolution of such conflicts.

NOTE 7- WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any
additional shares of common stock.


                                
                           SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange Act,  the
registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.
                           
                           FAR EAST VENTURES, INC.
                           
                           
                           
                           By:/s/ Andrew W. Berney
                              Andrew W. Berney, Director