UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 8, 2000
FAR EAST VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-24885 88-0378451
(State of other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
3960 Howard Hughes Parkway, 5th Floor, Las Vegas, Nevada 89109
(Address of principal executive offices)
(702) 990-3600
Registrant's telephone number, including area code
Registrant's Attorney:
Warren J. Soloski, Esq.
11300 West Olympic Blvd., Suite 800,
Los Angeles, CA 90064
(310) 477-9742
Not Applicable
(Former name or former address, if changed since last report.)
This Report Consists of 2 Pages
Item 1 Changes in Control of Registrant
In the original 8-K filed on February 11, 2000, the
Registrant reported that it is now controlled by Churchill
Resources, Inc. The audited financial statements regarding
Churchill Resources, Inc. have been prepared and are included
herein in Item 7.
Item 2 Acquisition on Disposition of Assets
Not Applicable
Item 3 Bankruptcy or Receivership
Not Applicable
Item 4 Changes in Registrant's Certifying Accountant
Not Applicable
Item 5 Other Events
Not Applicable
Item 6 Resignations of Registrant's Directors
Not Applicable
Item 7 Financial Statement and Exhibits
The audited Financial Statements of Churchill Resources,
Inc. are set forth herein as Exhibit "A" to this 8-K.
Item 8 Supplementary Information
Not Applicable
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Far East Ventures, Inc.
(Registrant)
Dated: March 3, 2000 By: /s/
Fred Beliway
CEO/Director
EXHIBIT "A"
CHURCHILL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
CHURCHILL RESOURCES, INC
(A Development Stage Company)
FINANCIAL STATEMENTS
CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEETS 2
STATEMENTS OF OPERATIONS 3
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY) 4
STATEMENTS OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-9
INDEPENDENT AUDITORS' REPORT
TO THE BOARD OF DIRECTORS OF CHURCHILL RESOURCES, INC.:
We have audited the accompanying balance sheets of Churchill
Resources, Inc. (A Development Stage Company) as of December 31,
1999 and 1998 and the related statements of operations,
stockholder's equity (deficiency) and cash flows for the years
then ended, and for the period from March 6, 1998 (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 Churchill Resources, 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 March 6, 1998 (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
February 23, 2000
CHURCHILL RESOURCES, INC.
(A Development Stage Company)
BALANCE SHEETS
December 31,
-------------------------
1999 1998
-------------------------
TOTAL ASSETS $ - $ -
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIENCY)
CURRENT LIABILITIES - accrued expenses $ 10,000 $ -
---------- ----------
STOCKHOLDER'S EQUITY (DEFICIENCY):
Common stock, no par value;
1,500 shares authorized;
1,000 shares issued and outstanding 1,000 1,000
Deficit accumulated during
the development stage (11,000) (1,000)
---------- ----------
TOTAL STOCKHOLDER'S EQUITY (DEFICIENCY) (10,000) -
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY (DEFICIENCY) $ - $ -
========== ==========
The accompanying notes are an integral part of the financial statements
-2-
CHURCHILL RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the
For the Year Ended Period from
December 31, March 6, 1998
------------------------- (inception) to
1999 1998 December 31, 1999
---------- ---------- -----------------
REVENUE $ - $ - $ -
GENERAL, SELLING AND
ADMINISTRATIVE EXPENSES 10,000 1,000 11,000
---------- ---------- ----------
LOSS BEFORE TAXES (10,000) (1,000) (11,000)
PROVISION FOR INCOME TAXES - - -
---------- ---------- ----------
NET LOSS $ (10,000) $ (1,000) $ (11,000)
========== ========== ==========
NET LOSS PER COMMON SHARE -
basic and diluted $ (10.00) $ (1.00) $ (11.00)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - basic and diluted 1,000 1,000 1,000
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
-3-
CHURCHILL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIENCY)
Deficit
Accumulated
Common Stock During
------------------------- Development
Shares Amount Stage Total
---------- ---------- ---------- ----------
Balance at March 6, 1998 - $ - $ - $ -
Issuance of common stock
For cash on March 6, 1998
at $1.00 per share 1,000 1,000 - 1,000
Net loss - - (1,000) (1,000)
---------- ---------- ---------- ----------
Balance at December 31, 1998 1,000 1,000 (1,000) -
Net loss - - (10,000) (10,000)
---------- ---------- ---------- ----------
Balance at December 31, 1999 1,000 $ 1,000 $ (11,000) $ (10,000)
========== ========== ========== ==========
The accompanying notes are an integral part of the financial statements.
-4-
CHURCHILL RESOURCES, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the
For the Year Ended Period from
December 31, March 6, 1998
------------------------- (inception) to
1999 1998 December 31, 1999
---------- ---------- -----------------
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (10,000) $ (1,000) $ (11,000)
Changes in Assets and Liabilities
Increase in accrued expenses 10,000 - 10,000
---------- ---------- ----------
Net Cash Used in Operating Activities - (1,000) (1,000)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock for cash - 1,000 1,000
---------- ---------- ----------
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 year -
Interest paid $ - $ - $ -
========== ========== ==========
Income taxes paid $ - $ - $ -
========== ========== ==========
The accompanying notes are an integral part of the financial statements.
-5-
CHURCHILL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES
Nature of Operations
Churchill Resources, 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 Delaware on March 6,
1998. It is management's objective to seek a merger with an
existing operating company.
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 amounts, 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.
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.
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
From time to time the Company places its cash in what it believes
to be credit-worthy financial institutions. However, cash
balances 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.
-6-
CHURCHILL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES (Continued)
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.
Comprehensive Income
In June 1998, the FASB issued Statement of Financial Accounting
Standards 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 March 6, 1998 (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.
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
The Company neither owns nor leases any real or personal
property. A director provides office services without charge.
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
activities and may, in the future, become involved in other
business opportunities. If a business opportunity becomes
available for the Company, 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.
-7-
CHURCHILL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
NOTE 3 - INCOME TAXES
The reconciliation of the effective income tax rate to the
federal statutory rate is as follows:
For the
Period from
March 6, 1998
December 31, (inception) to
------------------------- December 31,
1999 1998 1999
---------- ---------- --------------
Federal Income Tax Rate 34.00 % 34.00 % 34.00 %
Effect of Valuation
Allowance (34.00)% (34.00)% (34.00)%
---------- ---------- ----------
Effective Income Tax Rate 0.00 % 0.00 % 0.00 %
Deferred tax assets and liabilities reflect the net effect of
temporary differences between the carrying amounts 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:
For the
Period from
March 6, 1998
December 31, (inception) to
------------------------- December 31,
1999 1998 1999
---------- ---------- --------------
Net operating loss
carry forward $ 3,740 $ 340 $ 3,740
Valuation allowance (3,740) (340) (3,740)
---------- ---------- ----------
Net deferred tax asset $ - $ - $ -
========== ========== ==========
At December 31, 1999 and 1998, the Company has provided a
valuation allowance for the deferred tax asset since management
has not been able to determine whether that asset is realizable.
The net change in the valuation allowance for the years ended
December 31, 1999 and 1998 increased by $3,400 and $340,
respectively. Net operating loss carryforwards expire in various
amounts in 2018 and 2019.
-8-
CHURCHILL RESOURCES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND DECEMBER 31, 1998
NOTE 4 - SUBSEQUENT EVENTS
Reorganization
On January 27, 2000, the Company completed a plan of
reorganization which was entered into on November 24, 1999 to
transfer all shares of the Company's common stock in exchange for
four million five hundred thousand newly issued restricted shares
of Far East Ventures Inc.("FEV").
Private Placement
In January 2000, the Company cancelled an agreement with a
financial advisor for a private placement of shares of the
Company's common stock which it had entered into on December 14,
1999. The private placement was for a commitment of $6,000,000,
which was to be used to fund the operations of the Company and
the cash required for the acquisition of Orangeville Raceway,
Ltd. ("OVW"), as further described below. In January 2000, the
private placement agreement was cancelled and re-executed between
the financial advisor and FEV.
Acquisition
On January 28, 2000, the Company executed an asset purchase
agreement and paid an initial deposit of $100,000 to purchase
the operating assets of Orangeville Raceway, Ltd. The asset
purchase agreement closing is contingent upon regulatory approval
from the British Columbia Racing Authority.
-9-