UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 28, 2000
FAR EAST VENTURES, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-24885 88-0378451
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
8725 N.W. 18th Terrace, Penthouse Suite 402, Miami, FL 33172
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 629-8200
3960 Howard Hughes Parkway, 5th Floor, Las Vegas, NV 89109
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(Former address if changed since last report)
Item 1 Changes in Control of Registrant
The Registrant is now controlled by Michael S. Fletcher, an individual
domiciled in Florida. Registrant entered into a Restated Stock Transfer and
Exchange Agreement described in Item 2, below. As the sole shareholder of
Sophisticated Communications, Inc., Mr. Fletcher now owns approximately 50% of
the shares of the Company.
Item 2. Acquisition or Disposition of Assets.
On August 28, 2000, the Company entered into a Restated Stock Transfer and
Exchange Agreement to purchase all the issued and outstanding shares of stock of
Sophisticated Communications, Inc., a Florida corporation ("SCI"), for
12,400,000 restricted shares of the Registrant's common stock with represents
approximately 50% of the then issued and outstanding shares of the Registrant's
common stock. SCI is in the communications business including prepaid phone
cards.
Item 5. Other Events.
Shareholders in early August elected Allen Burditt and Warren Davis
Directors of the Company. On August 11, 2000 the shareholders removed Fred
Bilawey and Darrell Mills as officers and directors of Registrant. On September
1, 2000 the shareholders elected Michael S. Fletcher, Sean Fletcher and Joel
Velazquez as Directors. On that date, Allen Burditt resigned as Director and CEO
and Warren Davis resigned as Director and officer. As of September 1, 2000,
Michael S. Fletcher is Chairman of the Board and Chief Executive Officer. Sean
Fletcher is Secretary and Joel Velazquez is Chief Financial officer of
Registrant.
Darrell Mills, who was terminated as an officer and director of Registrant
on August 11, 2000, has contested his termination.
Item 7 Financial Statements and Exhibits
(a) Financial statements of business acquired.
The financial statements are unavailable as of the date of this
filing. Such information will be filed on or before the sixtieth day
following the due date of this Current Report on Form 8-K.
(b) Pro forma financial information.
The pro forma financial information is unavailable as of the date of
this filing. Such information will be filed on or before the sixtieth
day following the due date of this Current Report on Form 8-K.
(c) Exhibits
Exhibit
Number Description
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2.1 Restated Stock Transfer and Exchange Agreement dated as of
August 28, 2000
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)
By: /s/ Michael S. Fletcher
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Name: Michael S. Fletcher
Title: Chairman and Chief Executive Officer
Dated: September 7, 2000
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Restated Stock Transfer and Exchange Agreement dated as
of August 28, 2000