SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                      For the year ended December 31,1999.

                        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.)

          Fifth Floor, 3660 Howard Hughes Parkway, Las Vegas NV 89109
          -----------------------------------------------------------
                    (Address of principal executive offices)

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

       Registrant"s Attorney: Warren J. Soloski, Esq.
                              11300 W. Olympic Blvd., Suite 800
                              Los Angeles, CA 90064
                              (310) 477-9742, FAX (310) 473-1470

       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:
                                 Title of Class
                    Common Stock, $0.001 par value per share


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC Bulletin  Board on March 1, 2000,  was  $10,621,000.  For purposes of
this  computation,  all officers,  directors,  and 5%  beneficial  owners of the
registrant  (as  indicated  in  Item  12)  are  deemed  to be  affiliates.  Such
determination  should not be deemed an admission that such directors,  officers,
or 5% beneficial owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 8,800,000.

                     Documents incorporated by reference:     None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                    -----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  4

Item   3.      Legal Proceedings                                           5

Item   4.      Submission of Matters to a Vote of Security Holders         5

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         5

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         7

Item   7.      Financial Statements                                       14

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                        14

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                        15

Item  10.      Executive Compensation                                     19

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             20

Item  12.      Certain Relationships and Related Transactions             20

Item  13.      Exhibits and Reports on Form 8-K                           21

Signatures                                                                22


                                       3
<PAGE>

                                     PART I

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 Fifth Floor,
3660 Howard Hughes Parkway,  Las Vegas,  NV 89109.  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 until it acquired Churchill Resources, Inc. in
2000.  The  Company  filed  a  form  10-SB  with  the  Securities  and  Exchange
Commission in  September,  1998,  and became a reporting  company on November 9,
1998, when the Form 10-SB became effective.

The Company  was formed in 1993 by Mr.  Peter  Berney,  an  acquaintance  of the
former officers and directors, and brother of former director Andrew Berney. Mr.
Berney sold most of his founder shares to the four former 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  10SB 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 were provided by Mr.
Andrew Berney, a director of the Company.

The primary activity of the Company involved seeking a company or companies that
it could acquire or with whom it could merge until December 1999 when it entered
into an  agreement with Churchill  Resources Inc. The Company selected Churchill
because it had positioned  itself to enter the horse racing and gaming  business
with the proposed acquisition of the Orangeville Raceway asset outside Vancouver
Canada (Fraser Downs Raceway). The Company has signed a Letter of Intent in mid
March to acquire an additional horse racing property on Vancouver Island outside
Victoria Canada (Sandown Raceway).


The Board of Directors has elected to begin implementing the Company's principal
business  purpose,  described below under "Item 6, Plan of Operation".  As such,
the Company can be defined as a racing and gaming company, whose primary purpose
at this time is to locate,  evaluate and  consummate,  by merger or acquisition,
racing and/or gaming  properties with a potential for substantial  positive cash
flow.


ITEM 2.   DESCRIPTION OF PROPERTIES.

In 1999, the Company neither owned nor leased any real or personal  property.  A
director  provided  office  services at no charge.  In late February the Company
leased office space in Las Vegas Nevada.  Upon its completion of the Orangeville
Raceway  assets,  the  Company  will be leasing  the racing  facility  in Surry,
British  Columbia,  Canada At this time the Company owns no real  property.  The
Companies  landlord in its Las Vegas  Nevada  offices  provides the Company with
certain photocopy and secretarial services for a fee based on usage..


                                       4
<PAGE>


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, 1999.


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 undertaken  discussions with
prospective  market maker  concerning the  participation of such market maker in
the  aftermarket  for the Company's  securities  and  management  does intend to
initiate additional  discussions at such time as the Company has consummated the
initial acquisition of a racing and/or a gaming property.  There is no assurance
that a trading  market will  continue if the Company fails to acquire its target
racing and/or gaming properties.

After an acquisition of a racing and/or gaming property has been completed,  the
Company's  officers  and  Directors  will most  likely be the persons to contact
additional market makers.  It is also possible that persons  associated with the
entity that is acquired by the Company will contact  prospective  market makers.
The Company intends to use consultants to contact market makers.

Market Price
------------
The high and low interdealer  prices for the quarter ended March 31, 2000, which
is  the  period  during  which  an  active  trading  market  commenced,  on  the
over-the-counter  market (without retail markup,  markdown or commission) are as
follows:


     Quarter Ended March 31, 2000       High $17.00    Low $1.88


                                       5

<PAGE>


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  transactions with merger
and/or  acquisition  candidates 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.


                                       6
<PAGE>


Holders
-------
There are 36 holders of the  Company's  Common  Stock.  The former  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
acquaintances.  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 of Unregistered Securities
---------------------------------------
In its acquisition of Churchill Resources,  Inc. the Company issued Four Million
(4,500,000) unregistered shares during fiscal year 2000.



ITEM 6.    MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  report  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 21 E 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.


                                       7
<PAGE>


Plan of Operation - General
---------------------------
The Company's  plan is to conclude its  acquisition  of the Fraser Downs Raceway
and Sandown Raceway in British  Columbia and take over the day-to-day  operation
of these  facilities.  The Company will attempt to secure from British  Columbia
authorities the right to have gaming at its racing facilities. The Company is in
the process of investigating other racing and/or gaming entities for acquisition
or  merger.  At  this  time,  the  Company  has no  plan,  proposal,  agreement,
understanding,  or arrangement to acquire or merge with any additional racing or
gaming  entity.   Members  of  management  of  the  Company  have  had  material
discussions with other racing and gaming entities

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 way be  experiencing  financial or
operating  difficulties  and needs  additional  capital which is perceived to be
easier to raise by a public  company.  The Company is  interested  in a business
opportunity that would involve  acquiring or merging with a corporation which is
involved with the internet.

The  Company  filed its 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 a SEC reporting company.  The merger with Churchill  Resources,
Inc. resulted in the Registrant  issuing a significant  number of common shares,
which created a substantial dilution to the existing shareholders.

Selecting additional business opportunities 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  will 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


                                       8
<PAGE>

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 revenue 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  reduce 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  way 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 leaden may impose, or the impact thereof on the
Company.


The Company has secured various  financing sources and therefor believes it will
have   sufficient   capital  with  which  to  provide  the  owners  of  business
opportunities significant cash or other assets. During 1999 Churchill Resources,
Inc., which has now been acquired by the Company, entered into an agreement with
Crary,  Onthank & O'Neil LLC to act as a financial  advisor in  connection  with
raising a minimum of Six Million Dollars  ($6,000,000.00)  for use in the Fraser
Downs  Raceway  acquisition  and for working  capital.  Management  believes the
Company will offer owners of business  opportunities  the opportunity to acquire
an 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.


                                       9
<PAGE>

The Company will not restrict its search for any specific kind of firms, but may
acquire an internet  related  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 plans to conduct an 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 internet
businesses,  will rely upon their own efforts and, to a much greater extent, the
efforts of the Company's  shareholders and potential financial  partners.  It is
anticipated that additionally  consultants or advisors, other than the Company's
legal counsel, market makers and accountants, will be utilized by the Company to
effectuate its business racing and gaming opportunities.

As is customary in the industry, the Company may pay a finder's fee for locating
an acquisition or merger 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  may not  have  sufficient  funds  to  undertake  any  significant.
research, 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, seek debt or equity
financing  or obtain  financing  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,  beyond its current financing lines
of credit,  or  interest  third  parties in  providing  funding  for the further
development, marketing and manufacturing of any products acquired.


                                       10
<PAGE>

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.   racing, gaming or internet related

     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


                                       11
<PAGE>


Officers,  directors and  consultants of the Company will meet  personally  with
management and key personnel of any potential  merger or  acquisition  target 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  its
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  sufficient  revenues from its
principal business activities prior to the Company's  participation.) Even after
the  Company's  participation,  there is a risk  that  the  merged  or  acquired
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. The Company intends only to participate
in low risk  mergers and  acquisitions  to limit the risk 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.


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.


                                       12
<PAGE>


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"/o or more of the
voting stock of the surviving  entity.  In such event,  the  shareholders of the
Company 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.

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 the 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.


                                       13
<PAGE>

Competition
-----------
The Company is an insignificant participant among firms which engage in business
combinations  with, or financing  of,  development-stage  or young  enterprises.
There are many  established  management and financial  consulting  companies and
venture  capital firms which haw  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 a  competitive  disadvantage  vis-a-vis  the  Company's
competitors.


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.  At this time the Chief Operating  Officer
is the only full-time employee. (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.

On February 8, 2000 the Company  decided to change  accountants to a larger firm
giving the Company  access to greater  accounting  resources  and  requested the
resignation of Barry L. Friedman, P.C., the Company's independent auditors.

In connection  with its audits of the  Company's  financial  statements  for the
Company's most recent years,  there is no  disagreement  with Barry L. Friedman,
P.C. on any matters of accounting  principals or practices,  financial statement
disclosure,  or  auditing  scope or  procedures  which,  if not  resolved to the
satisfaction of Barry L. Friedman, P.C. would have caused Barry L. Friedman P.C.
to make  reference  to the matter in their  report.  Barry L.  Friedman,  P.C.'s
report on the Company's financial  statements for each period for which Barry L.
Friedman performed an audit of the Company's financial  statements  contained no
adverse or  disclaimer  of  opinion  and was not  modified  or  qualified  as to
uncertainty,  audit  scope,  or  accounting  principals.  The decision to change
accountants was approved by the Board of Directors of the Company.

On February 8, 2000 the Board of Directors appointed Merdinger,  Fruchter, Rosen
& Corso, P.C. to serve as the Company's independent auditors for the fiscal year
ended December 31, 1999.


                                      14
<PAGE>


ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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 with the
exception of Mr. Fred Bilawey who is employed full time by the Company.

Information  as to the  directors  and  executive  officers of the Company is as
follows:

     Name/Address                     Age        Position
     ------------                     ---        --------
     Harry Mentonis                   48         Director, Chief Executive
     3 Gem Avenue                                Officer (effective 4/1/00)
     Egg Harbor Township, NJ 08234

     Fred Bilawey                     38         Director
     3924 Lilac Haze,                            Chief Operating Officer
     Las Vegas, NV 89147                         Chief Financial Officer

     Darryl Mills                     45         Director, Secretary
     2467 Asquith Court
     Westbank, BC, Canada V4T2P6


HARRY MENTONIS, DIRECTOR AND CHIEF EXECUTIVE OFFICER

          Mr.  Mentonis was recently  appointed to the Board of Directors of the
     Company.  Also Mr. Mentonis was appointed  Chief  Executive  Officer of the
     Company  effective  April 1, 2000.  Mr.  Mentonis  brings to the Company 22
     years of gaming  experience  after having held a variety of  executive  and
     management level positions.

          Mr. Mentonis attended Staten Island Community College, New York School
     of  Gaming,   Atlantic  City  Community  College,  and  the  Casino  Gaming
     Institute.  Mr.  Mentonis  is  accomplished  in Casino  Management,  Player
     Development,  Facilities  Operations,  International  Planning  and General
     Business Gaming Development and Origination.


                                       15
<PAGE>

          Mr.  Mentonis brings to the Company long term experience in handling a
     wide range of casino and gaming issues. He possesses excellent  negotiating
     skills and works well with top corporate management.  His leadership skills
     have assisted in building highly  professional  and motivated  staffs,  and
     planning and managing short and long term projects.

          From May,  1995 to the  present  Mr.  Mentonis  has been  employed  as
     Director of Player  Development Casino Marketing at the Trump Plaza Hotel &
     Casino,  Atlantic  City,  New  Jersey.  During his  employment  he exceeded
     revenue budget quotas each year by approximately 20%. He also developed new
     business  and   promotional  events  to   stimulate  player  participation,
     increased high roller occupancy rates and structured telemarketing programs
     to re-establish dormant customer relations.

          From August 1987 to May 1995,  Mr.  Mentonis was employed by the Sands
     Hotel  Casino in  Atlantic  City,  NJ where he held a variety of  positions
     finally  reaching  the  positions of Director,  Player  Development  Casino
     Marketing.  His responsibilities  included managing a marketing staff of 27
     representatives,   delegation  to  senior   marketing   executives  on  job
     performance  responsibilities,  develop a new organizational  structure for
     his department with the creation of monthly goals and/or targets.

          Prior to being at the Sands Hotel and Casino Mr. Mentonis was employed
     by Bally's Park Place Casino Hotel from September 1980 to August 1987 where
     again he held a variety of positions  finally reaching the position of head
     of Casino  Scheduling  where he  scheduled  the work daily and weekly  work
     assignments for approximately 200 people.


FRED W. BILAWEY,  DIRECTOR, CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER

          Mr. Bilawey has been a Director and Officer of the  corporation  since
     December  1999.  From March 1999 to December  1999 Mr.  Bilawey was General
     Manager  of the  Moulin  Rouge  Casino  in Las  Vegas  Nevada  where he was
     responsible of the  re-opening of this 40,000 square foot gaming  facility.
     He developed  and  implemented  an overall  conceptual  plan for the casino
     including the providing of guidance and direction to both the Architect and
     General  Contractor,  interviewed,  hired and trained the senior management
     and supervisory  personnel,  developed and submitted necessary documents to
     the Nevada State Gaming Commission and develop and implement all Operations
     Manuals and Human Resource packages for the casino.


                                       16
<PAGE>


          Mr.  Bilawey was the General  Manager of the  Caribbean  Cabana in Las
     Vegas,  Nevada from  February  1997 to March 1999 where he was  employed to
     develop a Caribbean theme casino, bar and dining room that encompassed over
     20,000 square feet. He designed the overall floor plan for the facility and
     provided day to day "hands on" management.

          Over  the  years  Mr.  Bilawey  was the  General  Manager  of  various
     restaurants  and  nightclubs  and served as a consultant to others.  He was
     director of food and  beverage for Hastings  Park  Racetrack in  Vancouver,
     B.C., Canada. Mr. Bilawey graduated with honors from McNally Composite High
     School in Edmonton,  Alberta Canada and was a pre-med  student at Concordia
     College in Edmonton.


DARRYL MILLS,  DIRECTOR AND SECRETARY

          Mr.  Mills has been a Director  and  Secretary  of the  Company  since
     December 1999. Born in Edmonton  Alberta Canada in 1954, Mr. Mills received
     his formal  education at the University of Saskatchewan  and the University
     of Regina.  He holds a Certificate in Government  Administration,  Business
     Communications Degree in  Finance/Organization  Design and he has completed
     his course work for a Masters of Science Degree in Research Methodology.

          Mr. Mills  worked with the  government  for nearly 20 years.  He had a
     very successful career and held many  progressively  responsible  positions
     including: Auditor  Assistant Director of Economic  Development,  Executive
     Assistant to the Minister of Finance,  Executive Director of Operations and
     Project Coordinator.

          Throughout  his career,  Mr.  Mills has always taken a leading role in
     developing  and  implementing  new programs,  and he is very  knowledgeable
     about  the  workings  of  government.  He  played  a  leading  role  in the
     development of gaming  regulations in Canada and is keenly aware of how the
     industry operates.

          Mr.  Mills  left  government  four  years  ago to  establish  his  own
     consulting firm in British Columbia.  Since that time he has worked on many
     different  projects  with  organizations   involved  in  gaming,   finance,
     accounting, merchant banking, healthcare, e-commerce and public service.

          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.




                                       17
<PAGE>


Conflicts of Interest
---------------------
Insofar as Mr. Darryl Mills is engaged in other business activities,  management
anticipates he 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 wore 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/ Chief Executive  Officer 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.

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.

               COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity  securities,  file reports of ownership
and changes in ownership with the Securities  and Exchange  Commission.  For the
fiscal year ended December 31, 1999, all reports were timely filed.



                                       18
<PAGE>


ITEM 10.  EXECUT1VE COMPENSATION

Prior to fiscal 2000, none of the Company's  officers and/or directors  received
any compensation for their respective services rendered to the Company, nor have
they  received  such  compensation  in the past.  During fiscal 2000 the Company
expects to pay the following base monthly salaries:

            Name                             Monthly Salary
            ----                             --------------
          Harry Mentonis                      $8,000.00
          Fred W. Bilawey                     $6,000.00
          Darryl Mills                        $3,500.00

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 finders  fee.  It is  anticipated  that this  finders  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 may be tendered by the acquisition or merger  candidate,  if the Company
has insufficient cash available. The amount of such finder's fee, if any, cannot
be determined as of the date of this report, 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  program or
other similar  programs have been adopted by the  Registrant  for the benefit of
its employees.



                                       19
<PAGE>


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth each person known to the Company,  as of March 1,
2000,  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.


                                                  Shares
                        Name/Address            Beneficially       Percentage
Title of Class            of Owner                 Owned           Ownership(1)
--------------          ------------            ------------       -------------
Common               Churchill Resources, Inc.    4,500,000           51.14
                     4771 Sweetwater Blvd.,
                     Suite 125,
                     Sugarland, TX 77479

Common                All Officers and Directors        0                0

(1) Based on 8,800,000 shares of common stock outstanding.



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 shareholder 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.

Management  intends to undertake  efforts to cause an orderly market to continue
in the  Company's  securities  as  the  Company  implements  its  business  plan
described herein.


                                       20
<PAGE>

ITEM 13.   EXHIBITS AND REPORTS ON FORM 8K.

(a)(1) The  following  financial  statements  are contained on Pages F-1 through
       F-11:

          Report of  Independent  Auditor  Merdinger,  Fruchter,  Rosen & Corso,
          Certified Public Accountants dated March 3, 2000.

          Balance Sheet as of December 31, 1999, and December 31, 1998,

          Statement  of  Operations  for the  years  ended  December  31,  1999,
          December 31, 1998, and from the period  November 23, 1993  (inception)
          to December 31, 1999.

          Statement of Changes in Stockholder's Deficiency.

          Statement  of Cash  Flows  for the  years  ended  December  31,  1999,
          December 31, 1998,  and the period from November 23, 1993  (inception)
          to December 31, 1999.

          Notes to Financial  Statements  for the years ended  December 31, 1999
          and December 31, 1998.

(a)(3)   Exhibits

          The following exhibits are filed with this report.

2.1       Reorganization Agreement with Churchill Resources, Inc. dated November
          24, 1999 (filed herewith).

3.1       Articles of  Incorporation  (incorporated  herein by  reference to the
          Company's Registration Statement on Form 10SB, SEC File No. 000-24885)

3.2       Bylaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's Registration Statement on Form 10SB, SEC File No. 000-24885)

10.1      Agreement with Crary, Onthank & O'Neil dated December 14, 1999 (filed
          herewith).

27.1      Financial Data Schedule (filed herewith).

(b)  There have been 2 reports  filed on Form 8-K for the final quarter of 1999.
     These  reports dealt with changes in the Board of Directors and officers of
     the Company.

          The Form 8-K dated December 15, 1999 dealt with the resignation of the
          existing  officers and directors and the  appointment  of new officers
          and new  directors.  The  report  also set  forth  the  change  of the
          principal offices of the registrant.

          The Form 8-K  dated  December  27,  1999  addressed  previously  filed
          incorrect  information  in regards to the  appointment of officers and
          directors. The incorrect information was filed on July 30, 1999.


                                       21

<PAGE>




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

                              FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998



                                      INDEX



                                                                       PAGE

           INDEPENDENT AUDITORS' REPORT                                F-1

           BALANCE SHEETS                                              F-2

           STATEMENTS OF OPERATIONS                                    F-3

           STATEMENT OF STOCKHOLDERS' DEFICIENCY                       F-4

           STATEMENTS OF CASH FLOWS                                    F-5

           NOTES TO FINANCIAL STATEMENTS                            F-6-11





<PAGE>





                          INDEPENDENT AUDITORS' REPORT





TO THE BOARD OF DIRECTORS OF FAR EAST VENTURES, INC.:

We have audited the  accompanying  balance sheets of Far East Ventures,  Inc. (A
Development  Stage  Company)  as of  December  31, 1999 and 1998 and the related
statements of operations,  stockholders' deficiency and cash flows for the years
then ended and for the period from November 23, 1993 (inception) to December 31,
1999.  These  financials  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Far East Ventures,  Inc. as of
December 31, 1999 and 1998 and the results of its  operations and its cash flows
for the years then ended and for the period from  November 23, 1993  (inception)
to  December  31,  1999  in  conformity  with  generally   accepted   accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 of the
accompanying  financial  statements,  the Company has no  established  source of
revenue, which raises substantial doubt about its ability to continue as a going
concern.  Management's plan in regard to these matters is also discussed in Note
1. These financial  statements do not include any adjustments  that might result
from the outcome of this uncertainty.



                                  MERDINGER, FRUCHTER ROSEN & CORSO, P.C.
                                  Certified Public Accountants

Los Angeles, California
March 3, 2000

                                       F-1

<PAGE>


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


                                                         December 31,
                                                    ----------------------
                                                       1999         1998
                                                    ---------    ---------

     TOTAL ASSETS                                   $       -    $       -
                                                    =========    =========



   LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
  Accounts payable                                  $  41,173    $       -
  Officers advances                                     5,315        2,265
                                                    ---------    ---------
    TOTAL CURRENT LIABILITIES                          46,488        2,625

LINE OF CREDIT - Stockholder                           91,300            -
                                                    ---------    ---------
     TOTAL LIABILITIES                                137,788        2,625
                                                    ---------    ---------

STOCKHOLDERS' DEFICIENCY
  Common stock, $0.001 par value;
    50,000,000 shares authorized;
    4,300,000 shares issued and outstanding             4,300        4,300
  Deficit accumulated during the
    development stage                                (142,088)      (6,925)
                                                    ---------    ---------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)         (137,788)      (2,625)
                                                    ---------    ---------


     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIENCY)                          $       -    $       -
                                                    =========    =========






The accompanying notes are an integral part of the financial statements

                                       F-2


<PAGE>


                             FAR EAST VENTURES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                               For the
                                                                             Period from
                                                                             November 23,
                                                     For the Year Ended          1993
                                                        December 31,         (inception) to
                                                --------------------------    December 31,
                                                   1999            1998           1999
                                                -----------    -----------   --------------
<S>                                             <C>            <C>           <C>
REVENUE                                         $        --    $      --     $         --

GENERAL AND ADMINISTRATIVE EXPENSES                 132,880        1,411          139,805
INTEREST EXPENSE                                      2,283         --              2,283
                                                -----------    ---------     ------------

LOSS BEFORE TAXES                                  (135,163)      (1,411)        (142,088)

PROVISION FOR INCOME TAXES                             --           --                 --
                                                -----------    ---------     ------------

NET LOSS                                        $  (135,163)   $  (1,411)    $   (142,088)
                                                ===========    =========     ============

NET LOSS PER COMMON SHARE -
 basic and diluted                              $     (0.03)   $    --       $      (0.03)
                                                ===========    =========     ============


WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING -
 basic and diluted                                4,300,000    4,300,000        4,300,000
                                                ===========    =========     ============
</TABLE>







The accompanying notes are an integral part of the financial statements.

                                       F-3


<PAGE>

                             FAR EAST VENTURES, INC.
                          (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                              Deficit
                                                             Accumulated
                                          Common Stock       During the
                                      --------------------   Development
                                      Shares      Amount       Stage        Total
                                     ---------   ---------   ---------    ---------

<S>                                  <C>         <C>         <C>          <C>
Balance at November 22, 1993                 -   $       -   $      -     $       -

Issuance of common stock
  for cash on November 23, 1993
  at $0.001 per share                4,300,000       4,300        --          4,300
Net loss                                     -           -      (4,108)      (4,108)
                                     ---------   ---------   ---------    ---------


Balance at December 31, 1993         4,300,000       4,300      (4,108)         192
Net loss                                     -           -         (39)         (39)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1994         4,300,000       4,300      (4,147)         153
Net loss                                     -           -         (39)         (39)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1995         4,300,000       4,300      (4,186)         114
Net loss                                     -           -        (389)        (389)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1996         4,300,000       4,300      (4,575)        (275)
Net loss                                     -           -        (939)        (939)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1997         4,300,000       4,300      (5,514)      (1,214)
Net loss                                     -           -      (1,411)      (1,411)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1998         4,300,000       4,300      (6,925)      (2,625)
Net loss                                     -           -    (135,163)    (135,163)
                                     ---------   ---------   ---------    ---------

Balance at December 31, 1999         4,300,000   $   4,300   $(142,088)   $(137,788)
                                     =========   =========   =========    =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                       F-4

<PAGE>


                             FAR EAST VENTURES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                       For the Period
                                                                        from November
                                                For the Year ended         23, 1993
                                                  December 31,         (inception) to
                                              ---------------------      December 31,
                                                 1999        1998            1999
                                              ---------    ---------    -------------

<S>                                           <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                    $(135,163)   $  (1,411)     $(142,088)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
     Amortization                                                 36            195
     Changes in Assets and Liabilities:
        Increase - organization costs                                          (195)
        Increase - accounts payable              41,173            -         41,173
        Increase - officers advances              2,690        1,375          5,315
                                              ---------    ---------      ---------
     NET CASH USED IN OPERATING ACTIVITIES      (91,300)           -        (95,600)
                                              ---------    ---------      ---------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   Increase in line of credit                    91,300            -         91,300
   Issuance of common stock for cash                  -            -          4,300
                                              ---------    ---------      ---------
     NET CASH PROVIDED BY FINANCING              91,300            -         95,600
                                              ---------    ---------      ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS               -            -              -

CASH AND CASH EQUIVALENTS -
  beginning of period                                 -            -              -
                                              ---------    ---------      ---------
 CASH AND CASH EQUIVALENTS -
  end of period                               $       -    $       -      $       -
                                              =========    =========      =========
SUPPLEMENTAL CASH FLOW INFORMATION
     Cash paid during the period -
         Interest paid                        $       -    $       -      $       -
                                              =========    =========      =========
         Income taxes paid                    $       -    $       -      $       -
                                              =========    =========      =========
</TABLE>

The accompanying notes are an integral part of the financial statements.

                                       F-5
<PAGE>

                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 -  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

          Nature of Operations
          --------------------
          Far East Ventures,  Inc.  ("Company") is currently a development stage
          company  under the  provisions  of Statement  of Financial  Accounting
          Standards  ("SFAS") No. 7. The Company was incorporated under the laws
          of the  state of Nevada  on  November  23,  1993.  It is  management's
          objective  to seek a merger with an existing  operating  company  (see
          Note 4 - Subsequent Events).

          Basis of Presentation
          ---------------------
          The accompanying financial statements have been prepared in conformity
          with  generally  accepted  accounting  principles,  which  contemplate
          continuation of the Company as a going concern.  However,  the Company
          has no established  source of revenue.  This factor raises substantial
          doubt about the  Company's  ability to  continue  as a going  concern.
          Without  realization of additional  capital,  it would be unlikely for
          the Company to continue as a going concern.  The financial  statements
          do not include any  adjustments  relating  to the  recoverability  and
          classification of recorded asset amount, or amounts and classification
          of liabilities that might be necessary should the Company be unable to
          continue in existence. It is management's objective to seek additional
          capital through a merger with an existing  operating company (see Note
          4 - Subsequent Events "Acquisition").

          Use of 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.

          Fair Value of Financial Instruments
          -----------------------------------
          For certain of the Company's financial  instruments including accounts
          payable and advances and line of credit from stockholder, the carrying
          amounts approximate fair value due to their short maturities.


                                      F-6
<PAGE>

                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 -  DESCRIPTION OF BUSINESS AND SIGNIFICANT  ACCOUNTING  POLICIES
          (Continued)

          Cash and Cash Equivalents
          -------------------------
          The Company  considers all highly liquid  investments  purchased  with
          original maturities of three months or less to be cash equivalents.

          Concentration of Credit Risk
          ----------------------------
          The Company  places its cash in what it  believes to be  credit-worthy
          financial institutions. However, cash balances may exceed FDIC insured
          levels at various times during the year.

          Income Taxes
          -----------
          Income  taxes  are  provided  for  based on the  liability  method  of
          accounting  pursuant to SFAS No. 109,  "Accounting  for Income Taxes".
          Deferred  income  taxes,  if any,  are  recorded  to  reflect  the tax
          consequences  on future years of differences  between the tax bases of
          assets and liabilities and their financial  reporting  amounts at each
          year-end.

          Loss Per Share
          --------------
          During 1998, the Company  adopted SFAS No. 128,  "Earnings Per Share,"
          which requires  presentation of basic loss per share ("Basic LPS") and
          diluted loss per share ("Diluted  LPS").  The computation of Basic LPS
          is computed by dividing loss available to common  stockholders  by the
          weighted  average  number of  outstanding  common  shares  during  the
          period.  Diluted  LPS gives  effect to all  diluted  potential  common
          shares  outstanding  during the period. The computation of Diluted LPS
          does  not  assume  conversion,  exercise  or  contingent  exercise  of
          securities  that would have an  antidilutive  effect on earnings.  For
          each of the periods presented, the Company does not have any potential
          dilutive securities.

          Comprehensive Income
          --------------------
          In June 1998, the Financial Accounting Standards Board ("FASB") issued
          SFAS  No.  130,  "Reporting   Comprehensive   Income".  SFAS  No.  130
          establishes  standards for the reporting and display of  comprehensive
          income and its components in the financial statements.  As of December
          31,  1999  and  1998,  and for  the  period  from  November  23,  1993
          (inception)  to  December  31,  1999,  the  Company  has no items that
          represent  comprehensive  income and,  therefore,  has not  included a
          schedule  of  comprehensive  income  in  the  accompanying   financial
          statements.

                                       F-7

<PAGE>


                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 1 -  DESCRIPTION OF BUSINESS AND SIGNIFICANT  ACCOUNTING  POLICIES
          (Continued)

          Impact of Year 2000 Issue
          -------------------------
          As of  December  31,  1999,  the  Company  does not have any  computer
          systems or customers and suppliers.  Therefore,  the issue of the year
          2000 has no effect on the Company's current activities.

NOTE 2 -  RELATED PARTY TRANSACTIONS

          Office Space
          ------------
          In 1999,  the  Company  neither  owned nor leased any real or personal
          property.  A director  provided office services  without charge.  Such
          costs are  immaterial to the financial  statements  and,  accordingly,
          have not been reflected therein.

          Officer Advances
          ----------------
          Officers  of the  Company  have  advanced  $5,315  and  $2,625,  as of
          December  31,  1999 and 1998,  respectively,  to pay for  general  and
          administrative  expenses of the Company. These advances are short-term
          in nature and due on demand.

          Credit Facility
          ---------------
          In September 1999, the Company entered into a borrowing agreement with
          a company ("Lender"), which is a stockholder of the Company. Under the
          agreement  the Lender will advance up to  $1,000,000 to the Company to
          fund  operations  until the Company  completes its  acquisition of the
          operating assets of Orangeville  Raceway, Ltd (see Note 4 - Subsequent
          Events  "Acquisition".  The advances  accrue interest at a rate of 10%
          and are due and payable  within two years from the first advance date.
          The Company will issue 1,500,000  shares of the Company's common stock
          to the Lender.  The shares are  exchangeable  by the Lender within two
          years for the unpaid  principal  and accrued  interest.  If the Lender
          does not  exchange  the  shares,  then the shares are  payment for the
          principal  and all accrued  interest.  As of December  31,  1999,  the
          Company had  borrowed  $91,300 and as of March 3, 2000 the balance was
          approximately $326,000.

                                      F-8

<PAGE>


                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE 3 -  INCOME TAXES

          The  reconciliation  of the  effective  income tax rate to the Federal
          statutory rate is as follows:

                    Federal Income Tax Rate                       34.0%
                    Effect of Valuation Allowance             (   34.0)%
                                                              ----------
                    Effective Income Tax Rate                      0.0%
                                                              ==========

          At December 31, 1999 and 1998, the Company had net carryforward losses
          of  approximately  $142,000 and $7,000,  respectively.  Because of the
          current uncertainty of realizing the benefits of the tax carryforward,
          valuation allowances equal to the tax benefits for deferred taxes have
          been established.  The full realization of the tax benefit  associated
          with the carryforward depends predominantly upon the Company's ability
          to generate taxable income during the carryforward period.

          Deferred  tax assets  and  liabilities  reflect  the net tax effect of
          temporary  differences  between  the  carrying  amount of  assets  and
          liabilities  for  financial  reporting  purposes  and amounts used for
          income tax purposes.  Significant components of the Company's deferred
          tax assets and  liabilities  are as  follows:

                                                      December  31,
                                               --------------------------
                                                  1999           1998
                                               ----------    ------------
          Deferred Tax Assets Loss
           Carryforwards                       $   48,300    $     2,400

             Less:  Valuation Allowance        (   48,300)   (     2,400)
                                               -----------   ------------
             Net Deferred Tax Assets           $        -    $          -
                                               ==========    ============

          Net operating loss carryforwards expire starting in 2019.


                                       F-9


<PAGE>


                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 4 -  SUBSEQUENT EVENTS

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

          In January 2000,  the Company has committed to enter into a consulting
          agreement  with the  owner  ("Consultant")  of a  company,  which is a
          stockholder  of the  Company.  The  agreement  is for an investor  and
          public  relations  services to be rendered  by the  Consultant  over a
          twelve-month  period.  For  the  services  rendered,   the  Consultant
          received 500 shares of the  Company's  common  stock.  The shares have
          been  valued  in  accordance   with  FASB  No.  123   "Accounting  for
          Stock-Based  Compensation" at $2,100 based on the fair market value of
          the Company's common stock on the date of issuance of the shares.

          Private Placement and Advisory Services
          ---------------------------------------
          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 December  1999,  Churchill  Resource,  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.


                                      F-10


<PAGE>


                             FAR EAST VENTURES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE 4 -  SUBSEQUENT EVENTS (Continued)

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

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




















                                      F-11

<PAGE>



                                   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.


                                                  /s/ Fred W. Bilawey
                                              By: -----------------------
                                                  Fred W. Bilawey, Director
                                                  Chief Operating Officer,
                                                  Chief Financial Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title               Date

/s/ Fred W. Bilawey           Director, Chief Operating     April 11, 2000
                              Officer, Chief Financial
                              Officer

/s/ Harry Mentonis            Director, Chief Executive     April 11, 2000
                              Officer

/s/ Darryl Mills              Director, Secretary           April 11, 2000




                                       22
<PAGE>



                                 EXHIBIT INDEX


Exhibit
Number              Description
-------             -----------
2.1       Reorganization Agreement with Churchill Resources, Inc. dated November
          24, 1999 (filed herewith).

3.1       Articles of  Incorporation  (incorporated  herein by  reference to the
          Company's Registration Statement on Form 10SB, SEC File No. 000-24885)

3.2       Bylaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's Registration Statement on Form 10SB, SEC File No. 000-24885)

10.1      Agreement with Crary, Onthank & O'Neil dated December 14, 1999 (filed
          herewith).

27.1      Financial Data Schedule (filed herewith).