================================================================================
         As filed with the Securities and Exchange Commission on August 23, 2000
                                                            File No. 333-




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                             FAR EAST VENTURES, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

                    Nevada                                 88-0378451
                    ------                                 ----------
         (State of other jurisdiction                    (IRS Employer
              of incorporation)                        Identification No.)



           3660  Howard Hughes Parkway, Las Vegas, NV       89109
           (Address of principal executive offices)      (Zip Code)


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


                                        1

<PAGE>



   Registrant's Attorney:     Warren J. Soloski, Esq.,
                              11300 West Olympic Blvd., Suite 800,
                              Los Angeles, CA 90064,
                              (310) 477-9742








                                        2

<PAGE>


                         CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common            800,000       $0.30       $240,000    $ 63.36
  Stock
         Totals                   800,000       $0.30       $240,000    $ 63.36
-------------------------------------------------------------------------------

Total No. of pages: 24                             Exhibit Index on Page No: 15




(1)  Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
     amended, the Registration  Statement also covers an indeterminate amount of
     Shares to be  offered  or sold as a result of any  adjustments  from  stock
     splits, stock dividends or similar events.

(2)  Based upon the average bid and asked prices of the  Company's  Common Stock
     in over-the-counter trading on August 17, 2000. Value stated for purpose of
     calculating the registration fee.

                                        3

<PAGE>



                                          PROSPECTUS

                                   FAR EAST VENTURES, INC.
                                 3660 Howard Hughes Parkway,
                                     Las Vegas, NV 89109
                                        (702) 990-3600

                               (800,000 SHARES OF COMMON STOCK)



        This  Prospectus  relates  to the offer  and sale by FAR EAST  VENTURES,
INC., ("FEVI"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common  Stock) to a certain  consultant  of the Company
(the  "Consultant)  pursuant to agreements  entered into between the Company and
the  Consultant.  The Company is  registering  hereunder  and then  issuing upon
receipt of adequate  consideration  therefor to the Consultant 800,000 shares of
the Common Stock in consideration for services rendered and to be rendered under
the agreements.

        The Common Stock is not subject to any  restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol FEVI.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is August 17, 2000










                                        4

<PAGE>



        This  Prospectus  is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

        A copy of any document or part thereof incorporated by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed  to: FAR EAST  VENTURES,
INC., 3660 Howard Hughes Parkway, Las Vegas, NV 89109, telephone (702) 990-3600.

        The Company is subject to the reporting requirements of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

        No person has been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

        Neither the  delivery  of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.




                                        5

<PAGE>

                                TABLE OF CONTENTS


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                        7

ITEM 1. PLAN lNFORMATION                                                    7

GENERAL lNFORMATION                                                         7
The Company                                                                 7
Purpose                                                                     7
Common Stock                                                                7
The Consultant                                                              7
No Restrictions on Transfer                                                 7
Tax Treatment to the Consultant                                             8
Tax Treatment to the Company                                                8
Restrictions on Resales                                                     8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                   9
Indemnification of Officers and Directors                                   9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                          9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                            9

ITEM 4.  DESCRIPTION OF SECURITIES                                         10

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                         10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                               11

ITEM 8.  EXHIBITS                                                          11

ITEM 9.  UNDERTAKINGS                                                      12

EXHIBIT INDEX                                                              15



                                        6

<PAGE>

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

        The Company has its principal offices at 3660 Howard Hughes Parkway, Las
Vegas, NV 89109, telephone (702) 990-3660.

Purposes

        The Common Stock will be issued by the Company  pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement of the Consultant in the Company's proposed mergers and acquisitions
and issues regarding executive compensation,  thereby advancing the interests of
the Company, and all of its shareholders. A copy of the agreement has been filed
as an exhibit to this Registration Statement.

Common Stock

        The Board has  authorized  the  issuance of up to 800,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

The Consultant

        The  Consultant  has agreed to provide its  expertise  and advice to the
Company on a  non-exclusive  basis for the purpose of  assisting  the Company in
structuring  mergers and other acquisitions  together with assisting the Company
in matters of executive compensation..

No Restrictions on Transfer

        The  Consultant  will  become the record  and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

        The Common Stock is not qualified  under Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.

                                       7
<PAGE>

Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

        The amount of income recognized by any recipient hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

        In the event that an affiliate of the Company  acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

        The Company  hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 1999,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10- KSB), as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                        8
<PAGE>


Item 2.        Registrant Information and Employee Plan Annual Information

        A copy of any document or part hereof  incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: FAR EAST VENTURES, INC., 3660 Howard Hughes Parkway, Las Vegas, NV
89109 telephone (702) 990-3600 .

Legal Opinions and Experts

        Warren J.  Soloski  has  rendered  an  opinion  on  the  validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any interest in the Registrant.

        The financial  statements of FAR EAST VENTURES,  INC.,  incorporated  by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December 31, 1999, have been audited by Merdinger, Fruchter, Rosen & Corso, P.C.
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

        Insofar as indemnification  of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                            PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.


                                       9
<PAGE>

               (a) Registrant's latest Annual Report,  whether filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
        the  Exchange Act since the end of the fiscal year covered by the annual
        report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
        Securities Act.


Item 4.        Description of Securities

        No  description  of the  class  of securities (i.e., the $.001 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.


Item 5.        Interests of Named Experts and Counsel

        Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the consulting agreement.


Item 6.        Indemnification of Directors and Officers

        The company's by-laws,  in accordance with Nevada Corporate Law, provide
that to the extent he is otherwise fairly and reasonably  entitled thereto,  the
Company shall indemnify a Director or Officer, a former Director or Officer,  or
a person who acts or acted at the Company's  request as a Director or Officer of
a body  corporate of which the  Corporation  is or was a shareholder or creditor
(or a person who  undertakes  or has  undertaken  any liability on behalf of the
Company  or any such body  corporate  and his  heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by reason of being or having  been a Director or Officer of the Company or
such body corporate, if

                                       10
<PAGE>

          (a)  he  acted  honestly  and in good  faith  with a view to the  best
               interests of the Company; and

          (b)  in the case of a criminal or administrative  action or proceeding
               that is enforced by a monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

The Nevada Corporate Law provides that directors shall not be personally  liable
to the Company or its  shareholders for monetary damages for breach of fiduciary
duty as a director  except for  liability  (i) for any breach of the  directors'
duty of loyalty to the Company or its  shareholders,  (ii) for acts or omissions
not in  good  faith  or  which  involved  intentional  misconduct  or a  knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.


Item 7.        Exemption from Registration Claimed

        Not Applicable.

Item 8.        Exhibits

        (a) The  following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:



                                       11
<PAGE>


Exhibit No.                  Title
----------                   -----
 4.                          Not Applicable

 5.                          Opinion of Warren J. Soloski regarding the legality
                             of the securities registered.

10.                          Consulting Agreement with Shawn A. Becker.

15.                          Not Required

23.1                         Consent of Warren J.  Soloski,  special  counsel to
                             registrant,  to the use of his opinion with respect
                             to the legality of the securities  being registered
                             hereby  and  to  the   references  to  him  in  the
                             Prospectus filed as a part hereof.

23.2                         Consent of Merdinger, Fruchter , Rosen & Corso,
                               Certified Public Accountants.

27.                          Not Required

28.                          Not Required

29.                          Not Required

Item 9.        Undertakings

        Insofar as indemnification  for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

        Registrant hereby undertakes:

        (1)    To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to:

               (i)  include any prospectus  required by Section  10(a)(3) of the
                    Securities Act;


                                       12

<PAGE>

               (ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)include any  material  information  with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs is  incorporated  by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

        (2)    That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to the registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the  securities  offered  therein and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

        (3)    To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

        (4)    To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.

        Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.



                                       13
<PAGE>



                                   SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Albuquerque, NM on the 17th day of August, 2000.


                                            FAR EAST VENTURES, INC.
                                            (Registrant)


                                       By:    /s/ Allen L. Burditt, II
                                            -----------------------------
                                              Allen L. Burditt, II
                                              Chief Executive Officer


        Pursuant  to  the  requirements  of  the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

        Signatures                          Title                       Date


/s/ Allen L. Burditt, II                  CEO & CFO             August 17, 2000
-------------------------                  and Director
    Allen L. Burditt, II

/s/ Willie Davis                          Secretary             August 17, 2000
-------------------------                  and Director
    Willie Davis



                                       14
<PAGE>


                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

        The following Exhibits are filed as part of this registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                    Descriptions                         Numbered Page
-------------------------------------------------------------------------------

 5.            Opinion of Counsel                                      16

10.            Consulting Agreement with Shawn A. Becker               18

23.1           Consent of Warren J. Soloski                            23

23.2           Consent of Merdinger, Fruchter, Rosen & Corso, P.C.     24












                                       15
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{"company-data": {"conformed-name": "FAR EAST VENTURES INC", "cik": "0001067981", "assigned-sic": "6770", "irs-number": "880378451", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44288", "film-number": "707942"}, "business-address": {"street1": "3960 HOWARD HUGHES PARKWAY", "street2": "5TH FLOOR", "city": "LAS VEGAS", "state": "NV", "zip": "89109", "phone": "7029903600"}, "mail-address": {"street1": "2080 E FLAMINGO RD STE 112", "street2": "C/O DANIEL CHPAMAN, ESQ", "city": "LAS VEGAS", "state": "NV", "zip": "89121"}}
================================================================================
         As filed with the Securities and Exchange Commission on August 23, 2000
                                                            File No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                             FAR EAST VENTURES, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

                    Nevada                                 88-0378451
                    ------                                 ----------
         (State of other jurisdiction                    (IRS Employer
              of incorporation)                        Identification No.)

           3660  Howard Hughes Parkway, Las Vegas, NV       89109
           (Address of principal executive offices)      (Zip Code)

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

                                        1
Registrant's Attorney:     Warren J. Soloski, Esq.,
                              11300 West Olympic Blvd., Suite 800,
                              Los Angeles, CA 90064,
                              (310) 477-9742

                                        2
CALCULATION OF REGISTRATION FEE

                                               Proposed     Proposed
                                               Maximum       Maximum
Title of Securities             Amount of      Offering     Aggregate   Amount
Securities to be Registered    Shares to be    Price Per    Offering    of Reg.
                                Registered(1)    Share       Price     Fee(1)(2)
---------------------------    ------------    ---------    ---------   -------
$.001 par value Common            800,000       $0.30       $240,000    $ 63.36
  Stock
         Totals                   800,000       $0.30       $240,000    $ 63.36
-------------------------------------------------------------------------------

Total No. of pages: 24                             Exhibit Index on Page No: 15

(1)  Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
     amended, the Registration  Statement also covers an indeterminate amount of
     Shares to be  offered  or sold as a result of any  adjustments  from  stock
     splits, stock dividends or similar events.

(2)  Based upon the average bid and asked prices of the  Company's  Common Stock
     in over-the-counter trading on August 17, 2000. Value stated for purpose of
     calculating the registration fee.

                                        3
PROSPECTUS

                                   FAR EAST VENTURES, INC.
                                 3660 Howard Hughes Parkway,
                                     Las Vegas, NV 89109
                                        (702) 990-3600

                               (800,000 SHARES OF COMMON STOCK)

        This  Prospectus  relates  to the offer  and sale by FAR EAST  VENTURES,
INC., ("FEVI"), a Nevada corporation ("the Company") of shares of its $0.001 par
value common stock (the "Common  Stock) to a certain  consultant  of the Company
(the  "Consultant)  pursuant to agreements  entered into between the Company and
the  Consultant.  The Company is  registering  hereunder  and then  issuing upon
receipt of adequate  consideration  therefor to the Consultant 800,000 shares of
the Common Stock in consideration for services rendered and to be rendered under
the agreements.

        The Common Stock is not subject to any  restriction on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol FEVI.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is August 17, 2000

                                        4
This  Prospectus  is not part of any  Registration  Statement  which was
filed  and been  effective  under the  Securities  Act of 1933 as  amended  (the
Securities  Act) and does not  contain all of the  information  set forth in the
Registration Statement,  certain portions of which have seen offered pursuant to
the  rules and  regulations  promulgated  by the U.S.  Securities  and  Exchange
Commission  (The  Commission)  under the Securities  Act. The statements in this
Prospectus  as to the contents of any contracts or other  documents  filed as an
exhibit to either the  Registration  Statement  or other  filings of the Company
with the Commission are qualified in their entirety by the reference thereto.

        A copy of any document or part thereof incorporated by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written or oral request.  Requests  should be addressed  to: FAR EAST  VENTURES,
INC., 3660 Howard Hughes Parkway, Las Vegas, NV 89109, telephone (702) 990-3600.

        The Company is subject to the reporting requirements of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

        No person has been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

        Neither the  delivery  of this  Prospectus  nor any sale made  hereunder
shall under any  circumstances  create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                        5
TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS                        7

ITEM 1. PLAN lNFORMATION                                                    7

GENERAL lNFORMATION                                                         7
The Company                                                                 7
Purpose                                                                     7
Common Stock                                                                7
The Consultant                                                              7
No Restrictions on Transfer                                                 7
Tax Treatment to the Consultant                                             8
Tax Treatment to the Company                                                8
Restrictions on Resales                                                     8

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION                8

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

Legal Opinion and Experts                                                   9
Indemnification of Officers and Directors                                   9

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                          9

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE                            9

ITEM 4.  DESCRIPTION OF SECURITIES                                         10

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                            10

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                         10

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED                               11

ITEM 8.  EXHIBITS                                                          11

ITEM 9.  UNDERTAKINGS                                                      12

EXHIBIT INDEX                                                              15

                                        6
PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

        The Company has its principal offices at 3660 Howard Hughes Parkway, Las
Vegas, NV 89109, telephone (702) 990-3660.

Purposes

        The Common Stock will be issued by the Company  pursuant to an agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement of the Consultant in the Company's proposed mergers and acquisitions
and issues regarding executive compensation,  thereby advancing the interests of
the Company, and all of its shareholders. A copy of the agreement has been filed
as an exhibit to this Registration Statement.

Common Stock

        The Board has  authorized  the  issuance of up to 800,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

The Consultant

        The  Consultant  has agreed to provide its  expertise  and advice to the
Company on a  non-exclusive  basis for the purpose of  assisting  the Company in
structuring  mergers and other acquisitions  together with assisting the Company
in matters of executive compensation..

No Restrictions on Transfer

        The  Consultant  will  become the record  and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Consultant

        The Common Stock is not qualified  under Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.

                                       7
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

        The amount of income recognized by any recipient hereunder in accordance
with the foregoing  discussion will be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

        In the event that an affiliate of the Company  acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

        The Company  hereby  incorporates  by reference (i) its annual report of
Form 10-KSB for the year ended  December 31, 1999,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all Forms  10-Q  (10-QSB)  filed  under the
Securities  or Exchange Act  subsequent  to any filed form 10-K (or 10- KSB), as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together,  constitute  this  Prospectus,  will be sent or  given to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.

                                        8
Item 2.        Registrant Information and Employee Plan Annual Information

        A copy of any document or part hereof  incorporated by reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: FAR EAST VENTURES, INC., 3660 Howard Hughes Parkway, Las Vegas, NV
89109 telephone (702) 990-3600 .

Legal Opinions and Experts

        Warren J.  Soloski  has  rendered  an  opinion  on  the  validity of the
securities  being  registered.  Mr. Soloski is not an "affiliate" of the Company
and does not have any interest in the Registrant.

        The financial  statements of FAR EAST VENTURES,  INC.,  incorporated  by
reference in the  Company's  Annual  Report  (Form  10-KSB) for the period ended
December 31, 1999, have been audited by Merdinger, Fruchter, Rosen & Corso, P.C.
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

        Insofar as indemnification  of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  company  has been  informed  that in the  opinion  of the  commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                            PART II

                      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference

        Registrant hereby states that (i) all documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

                                       9
(a) Registrant's latest Annual Report,  whether filed pursuant to
        Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
        the  Exchange Act since the end of the fiscal year covered by the annual
        report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
        Securities Act.

Item 4.        Description of Securities

        No  description  of the  class  of securities (i.e., the $.001 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

        Mr.  Soloski,  whose  firm is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the consulting agreement.

Item 6.        Indemnification of Directors and Officers

        The company's by-laws,  in accordance with Nevada Corporate Law, provide
that to the extent he is otherwise fairly and reasonably  entitled thereto,  the
Company shall indemnify a Director or Officer, a former Director or Officer,  or
a person who acts or acted at the Company's  request as a Director or Officer of
a body  corporate of which the  Corporation  is or was a shareholder or creditor
(or a person who  undertakes  or has  undertaken  any liability on behalf of the
Company  or any such body  corporate  and his  heirs and legal  representatives,
against all costs,  charges and expenses,  including an amount paid to settle an
action or  satisfy a  judgment,  reasonably  incurred  by him in  respect of any
civil,  criminal or  administrative  action or  proceeding to which he is made a
party by reason of being or having  been a Director or Officer of the Company or
such body corporate, if

                                       10
(a)  he  acted  honestly  and in good  faith  with a view to the  best
               interests of the Company; and

          (b)  in the case of a criminal or administrative  action or proceeding
               that is enforced by a monetary penalty, he had reasonable grounds
               for believing that his conduct was lawful.

The Nevada Corporate Law provides that directors shall not be personally  liable
to the Company or its  shareholders for monetary damages for breach of fiduciary
duty as a director  except for  liability  (i) for any breach of the  directors'
duty of loyalty to the Company or its  shareholders,  (ii) for acts or omissions
not in  good  faith  or  which  involved  intentional  misconduct  or a  knowing
violation of law, (iii) for authorizing a distribution that is unlawful, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.

Item 7.        Exemption from Registration Claimed

        Not Applicable.

Item 8.        Exhibits

        (a) The  following  exhibits are filed as part of this S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

                                       11
Exhibit No.                  Title
----------                   -----
 4.                          Not Applicable

 5.                          Opinion of Warren J. Soloski regarding the legality
                             of the securities registered.

10.                          Consulting Agreement with Shawn A. Becker.

15.                          Not Required

23.1                         Consent of Warren J.  Soloski,  special  counsel to
                             registrant,  to the use of his opinion with respect
                             to the legality of the securities  being registered
                             hereby  and  to  the   references  to  him  in  the
                             Prospectus filed as a part hereof.

23.2                         Consent of Merdinger, Fruchter , Rosen & Corso,
                               Certified Public Accountants.

27.                          Not Required

28.                          Not Required

29.                          Not Required

Item 9.        Undertakings

        Insofar as indemnification  for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

        Registrant hereby undertakes:

        (1)    To file,  during  any  period in which  offers or sales are being
               made, a post-effective  amendment to this registration  statement
               to:

               (i)  include any prospectus  required by Section  10(a)(3) of the
                    Securities Act;

                                       12
(ii) reflect in the  prospectus any facts or events arising after
                    the  effective  date of the  registration  statement (or the
                    most  recent   post-effective   amendment   thereof)  which,
                    individually  or in the aggregate,  represents a fundamental
                    change  in the  information  set  forth in the  registration
                    statement; and

               (iii)include any  material  information  with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement.

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs is  incorporated  by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

        (2)    That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to the registration
               statement  shall be  deemed  to be a new  registration  statement
               relating to the  securities  offered  therein and the offering of
               such  securities  at that time shall be deemed to be the  initial
               bona fide offering thereof.

        (3)    To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

        (4)    To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14c-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               required to be  presented by Article 3 of  Regulation  S-X is not
               set forth in the prospectus, to deliver, or cause to be delivered
               to each  person  to whom the  prospectus  is sent or  given,  the
               latest  quarterly  report that is  specifically  incorporated  by
               reference in the  prospectus  to provide  such interim  financial
               information.

        Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                       13
SIGNATURES

        Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Albuquerque, NM on the 17th day of August, 2000.

                                            FAR EAST VENTURES, INC.
                                            (Registrant)

                                       By:    /s/ Allen L. Burditt, II
                                            -----------------------------
                                              Allen L. Burditt, II
                                              Chief Executive Officer

        Pursuant  to  the  requirements  of  the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

        Signatures                          Title                       Date

/s/ Allen L. Burditt, II                  CEO & CFO             August 17, 2000
-------------------------                  and Director
    Allen L. Burditt, II

/s/ Willie Davis                          Secretary             August 17, 2000
-------------------------                  and Director
    Willie Davis

                                       14
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

        The following Exhibits are filed as part of this registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement                    Descriptions                         Numbered Page
-------------------------------------------------------------------------------

 5.            Opinion of Counsel                                      16

10.            Consulting Agreement with Shawn A. Becker               18

23.1           Consent of Warren J. Soloski                            23

23.2           Consent of Merdinger, Fruchter, Rosen & Corso, P.C.     24

                                       15