FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                        Commission file number: 000-29329

                          BIFS TECHNOLOGIES CORPORATION
                 (formerly known as BIOFILTRATION SYSTEMS, INC.)
             (Exact Name of Registrant as Specified in its Charter)

                  Florida                                65-0382549
                  --------                               ----------
         State or other jurisdiction of                 I.R.S. Employer
         incorporation or organization                  Identification No.

           2341 Porter Lake Drive, Suite 109, Sarasota, Florida 34240
           ----------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (941) 343-9300
                                 --------------
               (Registrant's telephone number including area code)

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  (or for such  shorter period  that the  registrant was
required  to  file  such  reports)  and  (2)  has been  subject to  such  filing
requirements for the past 90 days.   Yes   X           No ___
                                        -----

The  number  of  shares  of  registrant's  Common  Stock,   $.00001  par  value,
outstanding as of September 30, 2000 was 519,320,716 shares.



<PAGE>


                                               BIFS TECHNOLOGIES CORP.

                                                        INDEX

                                                                           Page

PART I  -  FINANCIAL INFORMATION:

         Item 1.  Financial Statements

                  Certified Public Accountant's Review Report                  1

                  Consolidated Balance Sheet - September 30, 2000              2

                  Consolidated Statements of Operations For the
                  Nine Months and Three Months Ended
                  September 30, 2000 and 1999                                  4

                  Consolidated Statements of Cash Flows For the
                  Nine Months Ended September 30, 2000 and 1999                6

                  Notes to Consolidated Financial Statements                   8

         Item 2.  Management's Discussion and Analysis                        13

PART II  -  OTHER INFORMATION

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities

         Item 3.  Defaults Upon Senior Securities

         Item 4.  Submissions of Matters to a Vote of Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>


                           FORWARD LOOKING STATEMENTS

     When  used in this  report,  the  words  "may,  will,  expect,  anticipate,
continue,   estimate,  project  or  intend"  and  similar  expressions  identify
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E Securities  Exchange Act of 1934  regarding  events,
conditions  and  financial  trends that may effect our future plan of operation,
business   strategy,   operating   results  and  financial   position.   Current
stockholders  and prospective  investors are cautioned that any  forward-looking
statements are not guarantees of future performance and are subject to risks and
uncertainties  and that actual results may differ materially from those included
within  the  forward-looking  statements  as a result of various  factors.  Such
factors are  described  under the  headings  "Business-Certain  Considerations,"
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations," and the financial statements and their associates notes.

     Important  factors that may cause actual results to differ from projections
include, for example:

         o  the success or failure of  management's  efforts to  implement their
            business strategy;
         o  our ability to protect our intellectual property rights;
         o  our ability to compete with major  established  companies;
         o  our  ability to attract  and retain  qualified  employees;  and
         o  other risks which may be described in future filings with the SEC.


                           BIOFILTRATION SYSTEMS, INC.


                        CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000




<PAGE>

To the Board of Directors
Biofiltration Systems, Inc.
Sarasota, Florida

                         Independent Accountants' Report

We have reviewed the  accompanying  consolidated  balance sheet of Biofiltration
Systems, Inc. as of September 30, 2000, and the related consolidated  statements
of  operations  and cash  flows for the three and nine  months  ended  September
30,2000.  These  financial  statements are the  representation  of the Company's
management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters.  It is  substantially  less in scope than an audit in  accordance  with
generally accepted auditing standards,  the objective of which is the expression
of an opinion regarding the financial statements taken as a whole.  Accordingly,
we do not express such an opinion.

Based  on  information  furnished  to  us  by  management,  we  believe  certain
disclosures  required under generally accepted  accounting  principles have been
omitted as permitted under Rule 10-01(a) of Regulation S-X of the Securities and
Exchange  Commission  for  financial  statements  filed with form 10-QSB.  These
regulations  presume  the users of interim  financial  statements  have read the
latest form 10-KSB which includes all disclosures required by generally accepted
accounting  principles.  The accompanying  interim financial statements disclose
only  material  transactions,   uncertainties,   commitments,  contingencies  or
subsequent events.

The Company  has  omitted the  statement  of  stockholders'  equity,  which is a
required  statement  under  generally  accepted  accounting   principles.   This
statement  is  not  required  under  Rule  10-01(a)  of  Regulation  S-X  of the
Securities and Exchange Commission.

Based on our  review,  with  the  exceptions  of the  matters  described  in the
preceding paragraphs, we are not aware of any material modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principles.

The  accompanying  consolidated  statements  of  operations  and  cash  flows of
Biofiltration Systems, Inc. for the three months and nine months ended September
30, 1999, were not audited or reviewed by us and, accordingly, we do not express
an opinion on them.




CERTIFIED PUBLIC ACCOUNTANTS
(a.k.a. Semago & Company, P.A.)
Tampa, Florida
November 7, 2000






<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000


                                     ASSETS



CURRENT ASSETS

    Cash                                                             $   875,373
    Accounts receivable                                                   26,894
    Inventory                                                             31,192
    Purchased customer accounts, net                                     104,641
                                                                     -----------

        TOTAL CURRENT ASSETS                                           1,038,100
                                                                     -----------

FIXED ASSETS

    Wireless internet access system,
        under construction                                               131,770
    Computer equipment                                                   189,410
    Other                                                                 26,059
                                                                     -----------

                                                                         347,239
    Accumulated depreciation                                         (   22,484)
                                                                     -----------

                                                                         324,755

OTHER ASSETS

    Patent, net                                                           39,142
    Prepaid sales commissions                                             18,000
    Goodwill, net                                                        270,090
    Other                                                                  3,878
                                                                     -----------

                                                                         331,110

                                                                     $ 1,693,965


                     The accompanying notes to consolidated
                financial statements are an integral part of this
                              financial statement.


                                       -2-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2000


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES


    Current portion of related party
        notes payable                                                $    34,848
    Accounts payable and accrued expenses                                 86,590
                                                                     -----------

        TOTAL CURRENT LIABILITIES                                        121,438
                                                                     -----------

OTHER LIABILITIES

    Stockholder notes payable                                            348,900
    Related party notes payable, less
        current portion                                                   61,073
                                                                     -----------

                                                                         409,973

COMMITMENTS AND CONTINGENCIES                                                 -
                                                                     -----------

STOCKHOLDERS' EQUITY

    Common stock $.00001 par value,
        800,000,000 shares authorized,
        519,320,716 shares issued and
        505,820,716 shares outstanding                                     5,193
    Additional paid-in capital                                         5,190,391
    Accumulated deficit                                              (3,898,030)
                                                                     -----------

                                                                       1,297,554

    Less treasury stock                                              (  135,000)
                                                                     -----------

                                                                       1,162,554

                                                                     $ 1,693,965


                     The accompanying notes to consolidated
                financial statements are an integral part of this
                              financial statement.


                                       -3-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS AND THREE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999
                     -------- ----------------------------

<TABLE>
<CAPTION>
                                                         Nine-months ended
                                                                               2000                    1999
                                                                           -----------             -----------
<S>                                                                        <C>                     <C>
                                                                           (Unaudited)             (Unaudited)

REVENUES                                                               $   288,623             $     6,021

COST OF REVENUES                                                               113,641                    -
                                                                           -----------             -----------

GROSS PROFIT                                                                   174,982                   6,021
                                                                           -----------             -----------

OTHER EXPENSES

    General and administrative                                               1,953,516                 194,311
    Depreciation and amortization                                              107,869                   3,244
    Stock marketing expenses                                                      -                    812,500
    Research and development                                                    17,775                    -
    Interest                                                                    31,892                  30,577
                                                                           -----------             -----------

                                                                             2,111,052               1,040,632
                                                                           -----------             -----------

LOSS FROM CONTINUING OPERATIONS                                             (1,936,070)             (1,034,611)
                                                                           -----------             -----------

DISCONTINUED OPERATIONS

    Loss from discontinued operations                                       (  163,220)                   -
    Loss on disposal of discontinued
        operations                                                          (  172,939)                   -
                                                                           -----------             -----------

                                                                            (  336,159)                   -
                                                                           -----------             -----------

NET LOSS                                                                   $(2,272,229)            $(1,034,611)
                                                                            ===========             ===========

LOSS PER COMMON SHARE

    Loss from continuing operations                                        $(     .004)            $(     .003)
                                                                           ===========             ===========

    Loss from discontinued operations                                      $      -                $      -
                                                                           ===========             ===========

    Loss from disposal of discontinued
        operations                                                         $      -                $      -
                                                                           ===========             ===========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING (shares in 100's)                                            4,820,818               4,127,582
                                                                           ===========             ===========
</TABLE>



                     The accompanying notes to consolidated
               financial statements are an integral part of these
                              financial statements.


                                       -4-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE NINE MONTHS AND THREE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999
                      ------- ----------------------------
                                   (Continued)

<TABLE>
<CAPTION>
                                                                                                 Three-months ended
                                                                               2000                    1999
                                                                           -----------             -----------
<S>                                                                        <C>                      <C>
                                                                            (Unaudited)            (Unaudited)

REVENUES                                                                   $   122,191             $     6,021

COST OF REVENUES                                                                61,001                    -
                                                                           -----------             -----------

GROSS PROFIT                                                                    61,190                   6,021
                                                                           -----------             -----------

OTHER EXPENSES

    General and administrative                                               1,074,768                  68,893
    Depreciation and amortization                                               63,280                   1,202
    Stock marketing expenses                                                      -                       -
    Research and development                                                    17,775                    -
    Interest                                                                     9,891                  10,134
                                                                           -----------             -----------

                                                                             1,165,714                  80,229
                                                                           -----------             -----------

LOSS FROM CONTINUING OPERATIONS                                             (1,104,524)             (   74,208)
                                                                           -----------             -----------

DISCONTINUED OPERATIONS

    Income from discontinued operations                                         71,542                    -
    Loss on disposal of discontinued
        operations                                                          (   27,941)                   -
                                                                           -----------             -----------

                                                                                43,601                    -
                                                                           -----------             -----------

NET LOSS                                                                   $(1,060,923)            $(   74,208)
                                                                           ===========             ===========

LOSS PER COMMON SHARE

    Loss from continuing operations                                        $(     .002)            $      -
                                                                           ===========             ===========

    Income from discontinued operations                                    $      -                $      -
                                                                           ===========             ===========

    Loss from disposal of discontinued
        operations                                                         $      -                $      -
                                                                           ===========             ===========

WEIGHTED AVERAGE COMMON SHARES
    OUTSTANDING (shares in 100's)                                            5,171,405               4,209,100
                                                                           ===========             ===========
</TABLE>



                     The accompanying notes to consolidated
               financial statements are an integral part of these
                              financial statements.


                                       -5-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                Nine months ended
                                                                           --------------------------
                                                                                     2000               1999
                                                                                 -----------        ------------
<S>                                                                               <C>                <C>
                                                                                 (Unaudited)         (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

   Cash received from customers                                                  $   261,729          $   6,021
   Cash paid for continuing operating
      expenses                                                                    (  740,865)          (191,478)
   Cash paid for discontinued operations                                          (   65,592)           -
   Interest                                                                       (    1,832)          ( 14,332)
                                                                                 -----------          ---------

      Net cash used by operating activities                                       (  546,560)           (199,789)
                                                                                 -----------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES

   Advances to related company                                                    (  128,000)          (  5,166)
   Repayment of advances to related company                                          575,910               -
   Purchase of fixed assets                                                       (  134,979)          ( 32,199)
                                                                                 -----------          ---------

      Net cash provided (used) by investing
         activities                                                                  312,931            ( 37,365)
                                                                                 -----------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from line of credit payable                                                 -                79,871
   Proceeds from sale of stock                                                     1,125,362             58,991
   Collections on stock subscriptions
      receivable                                                                        -               122,000
   Repayment of related party notes
      payable                                                                     (   16,366)              -
                                                                                 -----------          ---------

      Net cash provided by financing activities                                    1,108,996             260,862
                                                                                 -----------           ---------

NET INCREASE IN CASH                                                                 875,367             23,708

CASH, BEGINNING OF PERIOD                                                                  6              9,120
                                                                                 -----------          ---------

CASH, END OF PERIOD                                                              $   875,373          $  32,828
                                                                                 ===========          =========
</TABLE>


                     The accompanying notes to consolidated
               financial statements are an integral part of these
                              financial statements.


                                       -6-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                         Nine-months ended
                                                                      -------------------------
                                                                                     2000                1999
                                                                                 -----------         ----------
<S>                                                                              <C>                  <C>
                                                                                 (Unaudited)         (Unaudited)

                          RECONCILIATION OF NET LOSS TO
                      CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                                                                         $(2,272,229)          $(1,034,611)

RECONCILING ADJUSTMENTS

   Depreciation and amortization                                                     107,869                 3,244
   Loss on disposal of discontinued
      operations                                                                     336,159                   -
   Increase in accounts receivable                                                (   26,894)                  -
   Increase in inventory                                                          (   31,192)                  -
   Increase in accounts payable and
      accrued expenses                                                                46,752                   942
   Increase in other assets                                                       (    1,150)                  -
   Stock issued for services                                                       1,334,375                   -
   Treasury stock acquired by way of
      reduction of expenses                                                             -                  812,500
   Contribution of accrued interest
      to paid-in capital                                                              27,250                18,136
   Recovery of stock investment in
      subsidiary company                                                          (   67,500)                  -
                                                                                 -----------            -----------

CASH FLOWS FROM OPERATING                                                        $(  546,560)          $(  199,789)
                                                                                 ===========            ===========



                   NONCASH INVESTING AND FINANCING ACTIVITIES


DECREASE IN ACCRUED INTEREST
   PAYABLE THROUGH CONTRIBUTION
   TO PAID-IN CAPITAL                                                            $    27,250            $    18,136
                                                                                 ===========            ===========

ACQUISITION OF AND INVESTMENT IN
   SUBSIDIARY COMPANY BY ISSUANCE
   OF COMMON STOCK                                                               $ 1,589,757            $      -
                                                                                 ===========            ===========
</TABLE>


                     The accompanying notes to consolidated
               financial statements are an integral part of these
                              financial statements.



                                       -7-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


The information  presented herein as of September 30, 2000, and for the nine and
three-months ended September 30, 2000 and 1999, is unaudited.

Effective October 3, 2000, the Company has changed its name to BIFS Technologies
Corporation.

NOTE A - BASIS OF PRESENTATION

The accompanying  consolidated  financial  statements of Biofiltration  Systems,
Inc. (the Company) have been  prepared in  accordance  with  generally  accepted
accounting   principles  for  interim   financial   information   and  with  the
instructions  to the Securities and Exchange  Commission's  Form 10-QSB and item
310(b)  of  Regulation  S-B.  Accordingly,  they  do  not  include  all  of  the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of normal  required  adjustments)  considered  necessary for a fair
presentation have been included.

Operating results for the nine and three-month periods ended September 30, 2000,
are not necessarily  indicative of the results that may be expected for the year
ending  December 31, 2000.  For further  information,  refer to the December 31,
1999  financial  statements  and  footnotes  included in the  Company's  initial
registration statement with the Securities and Exchange Commission.

NOTE B - BUSINESS ACQUISITIONS

Effective April 1, 2000, the Company  purchased all of the outstanding  stock of
Beach Access.Net,  Inc., an internet service provider located in South Carolina.
The purchase  price was 1,750,000  unrestricted  shares of the Company's  common
stock. This business combination was accounted for as a purchase.

In connection  with this  purchase,  the Company  recorded  $226,010 of goodwill
which is being  amortized over five years.  For the nine months ended  September
30, 2000, $22,600 was recorded as goodwill amortization.

In connection with the initial acquisition of Beach Access.Net, Inc. the Company
invested  8,600,000 shares of restricted common stock in Beach Access.Net,  Inc.
to acquire other related  business  assets and  operations.  In connection  with
these acquisitions, goodwill of $279,896, was recorded by Beach Access.Net, Inc.
As discussed in Note G, one of these operations was  subsequently  discontinued.
Goodwill  associated  with this operation  amounting to $115,962 was written off
during the nine months  ended  September  30,  2000.  For the nine months  ended
September 30, 2000, $21,367 was recorded as goodwill amortization.

In connection with this acquisition,  the Company issued to the former owner and
certain employees of Beach Access.Net, Inc. 8,000,000 shares of unrestricted and
restricted common stock as a signing bonus and additional compensation.

Further,  a five year  employment  agreement  was signed  with the former  owner
providing for the following:



<PAGE>


-        annual salary of $60,000;

-        options to  purchase additional  shares of restricted  common stock for
         $.001  per  share  as  follows  (contingent  upon  certain  performance
         criteria being met):



<PAGE>



-        3,250,000 shares at any time
-        4,000,000 shares beginning January 1, 2001
-        4,000,000 shares beginning January 1, 2002
-        4,000,000 shares beginning January 1, 2003

-        a covenant not to compete for a two year period in certain, as defined,
         businesses.


                                       -8-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE B - BUSINESS ACQUISITIONS (continued)

The stock issued as a signing bonus and additional  employee  compensation  have
been  recorded at the stock's fair market value as of April 1, 2000,  less a 50%
discount  on  certain  shares  because  of  their  restricted   nature.  In  the
accompanying  statement of  operations  for the nine months ended  September 30,
2000,  employee  compensation  of  $675,000  has been  recorded  to reflect  the
issuance of these shares.

In April 2000, the former owner exercised the option under the above  employment
agreement to purchase 3,250,000 shares of the Company's restricted common stock.
The stock  issued  under this option was recorded at its fair market value as of
the exercise date less a 50% discount because of the shares  restricted  nature.
For the nine months  ended  September  30,  2000,  compensation  of $219,375 was
recorded under this option.

In May 2000, Beach  Access.Net,  Inc. acquired all of the common stock of Revcon
Technologies,   Inc.  and  Alliance  Computer   Systems,   LLC.  These  business
combinations  were accounted for as a purchase.  Both of these companies provide
networking,  programming and wireless connectivity  services. The purchase price
for both was 1,000,000  shares of restricted  common stock.  In connection  with
these  purchases,  Beach  Access.Net,  Inc.  recorded  assets  in  excess of the
purchase price of $102,479,  which is being  amortized over five years.  For the
nine  months  ended  September  30,  2000,   $4,299  was  recorded  as  goodwill
amortization.  Neither of these operations had significant operations during the
nine months ended September 30, 2000.

In connection with the Revcon Technologies,  Inc. and Alliance Computer Systems,
LLC acquisitions,  the former owners signed five year employment agreements with
Beach Access.Net, Inc. These agreements provide for the following:



<PAGE>



-        annual salaries aggregating $110,000;

-        options to purchase  additional shares  of restricted shares  of common
         stock for $.001 per share as follows:

-        1,000,000   restricted  shares  contingent   upon  certain  performance
         criteria associated with mobile wireless internet operation being met;

-        1,000,000 restricted shares contingent upon certain further performance
         criteria associated with mobile wireless internet operation being met;

<PAGE>

-        a covenant not to compete for a two year period in certain, as defined,
         businesses.

In July  2000,  the  former  owners  exercised  their  option  under  the  above
employment  agreements to purchase 1,000,000 shares of the Company's  restricted
common stock. The stock issued under this option was recorded at its fair market
value  as of  the  exercise  date  less a 50%  discount  because  of the  shares
restricted nature. For the nine months ended September 30, 2000, compensation of
$110,000 was recorded under this option.

In April 2000, Beach  Access.Net,  Inc.  acquired the rights to provide internet
access through May 2001 to  approximately  1,300  customers.  The cost for these
rights was 3,200,000 shares of restricted common stock.  Terms of the agreements
provide for monthly service fees of $20,000.

On August 1, 2000,  certain of the above  agreements  were  modified  whereby an
additional  180,000 shares of the Company's  restricted  common stock was issued
for the  above  customer  rights.  An  additional  $30,600  was  capitalized  as
purchased customer accounts during the period ended September 30, 2000.


                                       -9-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE B - BUSINESS ACQUISITIONS (continued)

In the accompanying  financial  statements,  the purchase of these customers has
been  recorded at the fair market value of stock on the date issued,  less a 50%
discount because of the restricted nature of the stock. The cost of the purchase
is being amortized on a straight-line basis over twelve months through May 2001.
For the nine months ended September 30,2000,  amortization of the purchase price
amounted to $53,959.

NOTE C - CONSULTING AGREEMENT

In July  2000,  the  Company  retained a  business  advisor  to provide  various
business  consulting and planning services.  Terms of the agreement provided for
the following:

-     five year term;
-     stock option at  $.001 per share on  3,000,000  shares of restricted stock
      upon signing of the agreement;
-     stock  option at  $.001  per share on  an additional  1,000,000  shares of
      restricted stock effective January 1, 2001;
-     stock  option at  $.001  per share on  an additional  1,000,000 shares  of
      restricted  stock effective  January 1, 2002.

During the nine months ended September 30, 2000, the business advisor  exercised
the option to acquire  3,000,000  shares of restricted  common stock.  The stock
issued  under  this  option  was  recorded  at its fair  market  value as of the
exercise date less a 50% discount because of the shares restricted  nature.  For
the nine months ended  September  30, 2000,  professional  fees of $330,000 were
recorded under this agreement.

NOTE D - STOCK SPLIT

In March 2000,  effective  April 15,  2000,  the  Company's  Board of  Directors
approved a 100:1 stock split.  In  conjunction  with this stock  split,  the par
value of the Company's stock was changed to $.00001.

All shares disclosed in the accompanying financial statements reflect the effect
of the 100:1 stock split.

NOTE E - NET LOSS PER COMMON SHARE

Net loss per common share is computed in  accordance  with the  requirements  of
Statement of Financial Accounting Standards No. 128.


                                      -10-


<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE F - SEGMENTS

The Company operates in two business segments,  pollution  treatment systems and
internet  technology.  Currently,  the only  operating  segment is the  internet
technology  group.  For the nine  months  ended  September  30,  2000 and  1999,
information on reportable segments is as follows:
<TABLE>
<CAPTION>
                                                              Pollution           Internet
                                                              treatment           technology     Total
<S>                                                           <C>                 <C>            <C>


         Nine months ended September 30, 2000

          External revenue                                     $    -           $   288,623     $   288,623
                                                               =========          =========      =========


          Intersegment revenue                                 $    -           $      -        $      -
                                                               =========          ===========   ===========



           Loss from continuing
             operations                                        $ 574,192        $ 1,361,878     $ 1,936,070



           Loss from discontinued
             operations                                              -             336,159         336,159
                                                                 ---------        ---------       -----------

                                                                $ 574,192      $ 1,698,037     $ 2,272,229
</TABLE>

For the nine months ended  September  30, 1999,  the Company only  operated as a
pollution treatment company.

Since  December 31, 1999, the Company has added the operations and assets of the
internet  technology  segment.  This  segment was added on April 1, 2000.  As of
September  30,  2000,  total  assets of the  internet  technology  segment  were
$552,742.

NOTE G - DISCONTINUED OPERATIONS

In August 2000,  the Company  discontinued  certain  measurable  portions of its
internet technology segment. The results of operations for the periods presented
are  reported as a component of  discontinued  operation  in the  statements  of
operation.

Summarized results of the disposed segment for the three months:

                                   Three months ended        Nine months ended
                                   September 30, 2000        September 30, 2000


    Net sales                          $ 42,669                  $ 338,712
                                        ========                  ========

    Operating income (loss)            $ 71,542                  $(163,220)
                                         ========                  ========

    Income (loss) from
      discontinued operations          $ 27,941                  $(172,939)

For the nine months ended September 30, 1999, the Company did not operate in the
above segment.

NOTE H - OTHER COMMITMENTS AND CONTINGENCIES


In connection with development and construction of the wireless  internet access
system,  the  Company has  committed  to purchase  approximately  $1,200,000  in
component  parts used in the system.  Through  November 7, 2000, the Company has
paid approximately $219,000 toward this purchase.

In  September  2000,  the Company  was approved  for contract  award  for deicer
disposal  services at MidAmerica  St. Louis Airport.


                                      -11-

<PAGE>


                           BIOFILTRATION SYSTEMS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000


NOTE I - PREPAID SALES COMMISSIONS

In September  2000,  advances  against sales  commissions to a related  company,
amounting to $575,910, were repaid in cash by the related company.

NOTE J - SUBSEQUENT EVENT

Subsequent to September  30, 2000,  the Company's  majority  shareholder  loaned
$500,000 to the Company's subsidiary,  Beach Access.Net,  Inc. Proposed terms of
the loan  provide  for  interest  at 11.0%,  payable  monthly,  with the  entire
principal balance due in October 2002.




                                      -12-



<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The following  discussion and analysis of the Company's financial condition
and results of its  operations  for the nine month periods  ended  September 30,
2000  and 1999  should  be read in  conjunction  with  the  Company's  financial
statements  included elsewhere herein.  When used in the following  discussions,
the  words  "believes",  "anticipates",   "intends,  "  "expects",  and  similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain  risks and  uncertainties,  which could cause  results to
differ materially from those projected.

PLAN OF OPERATION

Stock Split

     In March 2000,  effective  April 15, 2000, the Company's Board of Directors
approved a 100:1 stock split.  In  conjunction  with this stock  split,  the par
value of the Company's stock was changed to $.00001. All shares disclosed in the
accompanying financial statements reflect the effect of the 100:1 stock split.

     As of September  30, 2000 the Company had  800,000,000  shares  authorized,
519,320,716 shares issued and 505, 820,716 shares outstanding.

     On October 4, the Company announced a name change and  reorganization.  The
Company changed its name to BIFS Technologies  Corporation to better reflect the
nature  of  its  business   operations.   The  pollution   control   systems  or
biofiltration  business  has been  consolidated  under the  Environment  Systems
Division.  Beach  Access.Net in South Carolina has been  consolidated  under the
Information  Systems  Division as Myrtle Beach  operations.  In the accompanying
narrative, the new designations will be used.

Liquidity and Capital Resources

     The current cash balance is $875,373. During the third quarter, the Company
was able to support  operations  without  selling any shares of stock or raising
any capital from debt. Cash for operations was provided primarily from repayment
of prepaid sales commissions of $575,910 by an affiliated company.

     Subsequent to quarter end, the Company's  majority  shareholder  loaned the
Information   Systems  Division  $500,000  for  purchasing   equipment  for  and
construction  of the SWOMITM  infrastructure.  Terms of the  agreement  call for
interest at 11%,  payable  monthly,  with the principal  balance to be repaid in
October  2002.  The  Company  believes  that this cash will be  adequate to fund
operations and capital programs for the remainder of the year.



<PAGE>


     The Company, at September 30, 2000, had $1,693,965 in assets. The reduction
in assets of $643,471  from the prior  period is due  primarily  to repayment of
prepaid  sales  commissions  of $575,910 by an  affiliated  entity.  Liabilities
consisting of certain  accounts  payable,  accrued  expenses,  related party and
shareholder  notes payable totaling totaled  $531,408.  The Company continues to
maintain  a strong  current  assets  to  current  liabilities  ratio  of  8.5:1,
increasing from 3.39 in the prior quarter.

     Since inception,  the Company has financed its operations primarily through
cash provided through various short- and long-term credit facilities and through
the private sale of its common stock. The Company's management believes the need
for additional  capital going forward will be derived from internal revenues and
earnings generated from the sale of its products and services. If the Company is
unable  to  generate   sufficient  revenues  from  its  products  and  services,
management  believes the Company will need to raise additional funds to meet its
cash requirements.

Inflation

     Inflation  has not been a major  factor  in the  Company's  business  since
inception.  There can be no  assurances  that this will  continue if or when the
Company completes an acquisition or merger.

The Environment Systems Division

     In September, the Division received a contract award for installation
of "Aircraft  Deicer Fluid  Disposal  Services" at MidAmerica St. Louis Airport.
This  contract is the first award for the Division and is a direct result of its
long-term  marketing  program.  The  system  is  expected  to be  installed  and
operational for the 2000/2001 deicing season.

     The Division has received  renewed interest in its deicing solution because
of this award.  The Division  continues to  aggressively  market its deicing and
pollution  treatment  technology  to the  airports.  The  budgetary and approval
process of municipal airports continues to be a significant factor affecting the
length of the sales  cycle.  The  Division  is also  expanding  the use of sales
agents to broaden their market coverage.

     The Division  expects to market one  additional  airport  system during the
remainder of this year, in  accordance  with its  marketing  plan.  The expected
annual revenues for the two systems are $550,000 for these contracts.

     The cost of treatment is  competitive  with the  Publicly  Owned  Treatment
Works (POTW),  making the Division's  solution  viable for the user. The size of
system depends on the amount of wastewater volume and the COD/BOD concentrations
to be treated. The Division's system would be located on the airport grounds and
would involve pre-treatment of wastewater before discharge.



<PAGE>


     The Division is also  exploring  other markets  where its products  offer a
cost effective means of treating wastewater.  Agriculture,  food processing, and
other  applications  are being  considered.  The Division  expects to market one
other  system  this year with  annualized  contract  revenues of  $220,000.  The
contract would be similar to those mentioned above.

     The total  expected  revenue  from the  Environment  Systems  Division  for
systems sold this year is expected to be $765,000 on an annualized basis. Due to
the  nature  of  the  contracts,   there  will  be  a  system  construction  and
implementation  delay from the time a contract is awarded to when  revenues  are
generated.  This delay will depend on the  specific  site and time  necessary to
obtain required construction permits, etc.

Information Systems Division

     The Myrtle Beach  operation is  continuing  the  development  of "SWOMITM",
Seamless Wireless  Omni-directional Mobile Internet infrastructure in the Myrtle
Beach area.  SWOMITM offers the user true roaming  capability within the SWOMITM
system with access speeds of 2Mbps. Using the SWOMITM equipment,  a user will be
able to move  within  the  SWOMITM  network  area  with  no loss of  service  or
degradation of speed.

     The Company has committed significant resources to the SWOMITM project. The
Division,  subsequent  to quarter end,  placed an order for  approximately  $1.2
Million of SWOMITM equipment.  This new equipment,  combined with existing SWOMI
infrastructure,  will allow the Division to begin commercial SWOMITM operations,
on schedule,  in December.  The system is expected to cover  sixteen  contiguous
miles of the Myrtle Beach,  South  Carolina area and focuses on the  hospitality
industry.  Several hotels will be using the SWOMITM in December to provide their
guests with high-speed Internet access.

     The  Division  expects to market the  SWOMITM  system in other areas of the
country after completion of the Myrtle Beach project.

Results of Operations

General

     The Company  generated  revenue of $122,191  during the quarter,  which was
primarily  from  Myrtle  Beach ISP  operations.  The Company has shown a current
quarter loss of  ($1,060,230),  of which  $659,375  resulted  from  compensation
expense  related to  exercise  of  options  granted  as part of  employment  and
consulting agreements.

Segment Data

     The  Company  currently  operates  in two  business  segments,  Environment
Systems and Information  Systems.  The only operating segment generating revenue
in 2000 is the Information Systems segment.  For the nine months ended September
30, 2000 segment results follow:



<PAGE>
<TABLE>
<CAPTION>

                                                     Environment                Information
                                                         Systems                    Systems               Total
----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>                        <C>                    <C>
Nine months ended September 30, 2000
External revenue                                               $0                   $288,623           $288,623
                                                               ==                   ========           ========

Intersegment revenue                                           $0                         $0                 $0
                                                               ==                         ==                 ==

Loss from continuing Operations                         $(574,192)               $(1,361,878)       $(1,936,070)
Loss from discontinued Operation                                0                   (336,159)          (336,159)
                                                                -             ---------------     --------------

Net Loss                                                $(574,192)               $(1,698,037)       $(2,272,229)
                                                        ==========               ============       ============
</TABLE>

     Since December 31, 1999, the Company has added the operations and assets of
the Information  Systems  segment.  This segment was added on April 1, 2000 with
the purchase of Beach  Access.Net and other entities.  As of September 30, 2000,
total assets of the Information Systems segment were $552,742.

DISCONTINUED OPERATIONS

     In August 2000, Company  discontinued  certain  measurable  portions of its
Information Systems segment. The results of operations for the periods presented
are reported as a component of  discontinued  operations  in the  statements  of
operations.

     Summarized  results of the disposed segment for the nine month period ended
September 30, 2000 is as follows:

         Net sales                                            $ 338,712
                                                               =========

         Operating loss                                       $(163,220)
                                                              =========

         Net Loss from discontinued operations                $(172,939)
                                                              ==========

     For the period  before  April 1, 2000,  the  Company did not operate in the
above segment.

ENVIRONMENT SYSTEMS

     The Company  Environment  Systems  Division and  corporate  activities  has
generated a loss of ($574,192) of which $330,000 related to compensation expense
from a consulting contract with Dr. Harold Campbell.



<PAGE>


     The company has retained Dr. Campbell as a Senior  Consultant with specific
assignments  in the  areas of new  product  development,  public  relations  and
technology  assessment.  Dr.  Campbell has  extensive  experience  in public and
investor relations  strategies,  general business strategy formulation and other
forms   of    executive    consulting    including    computing    science   and
telecommunications.

     The contract  with Dr.  Campbell is for a period of five years and provided
for options on five million shares of Company stock.  Three million options were
exercisable  immediately  and one million shares each are exercisable on January
1, 2001 and January 1, 2002. All options carry an exercise price of $0.001.

     The  Environment  Systems  Division  did not have any  revenues  during the
quarter.  Expenses were primarily  related to accounting and professional  fees,
interest expense and travel.

Information Systems

     Effective April 1, 2000, the Company purchased all of the outstanding stock
of Beach  Access.Net,  Inc.,  an  Internet  service  provider  located  in South
Carolina.  The purchase price was 1,750,000 unrestricted shares of the Company's
common stock. This business combination was accounted for as a purchase.

     In  connection  with  this  purchase,  the  Company  recorded  $226,010  of
goodwill,  which is being  amortized over five years.  For the nine months ended
September 30, 2000, $22,600 was recorded as goodwill amortization.

     In connection with the initial  acquisition of Beach  Access.Net,  Inc, the
Company  invested   8,600,000  shares  of  restricted   common  stock  in  Beach
Access.Net,  Inc. to acquire other related  business assets and  operations.  In
connection with these acquisitions,  Beach Access.Net,  Inc recorded goodwill of
$279,896.  One of  these  operations  was  subsequently  discontinued.  Goodwill
associated with this operation  amounting to $115,962 was written off during the
nine months ended  September 30, 2000.  For the nine months ended  September 30,
2000, $21,367 was recorded as goodwill amortization.

     In connection with the Beach Access.Net acquisition,  the Company issued to
the former owner and certain  employees  8,000,000  shares of  unrestricted  and
restricted common stock as a signing bonus and additional compensation.

     The stock issued as a signing bonus and  additional  employee  compensation
have been recorded at the stock's fair market value as of April 1, 2000,  less a
50%  discount  on certain  shares  because of their  restricted  nature.  In the
accompanying  statement of  operations  for the nine months ended  September 30,
2000,  employee  compensation  of  $675,000  has been  recorded  to reflect  the
issuance of these shares.

     In April 2000,  the former owner  exercised the option under the employment
agreement to purchase 3,250,000 shares of the Company's restricted common stock.
The stock  issued  under this option was recorded at its fair market value as of
the exercise date less a 50% discount because of the shares  restricted  nature.
For the nine months ended September 30, 2000,  compensation of $219,375 has been
recorded under this option.


<PAGE>


     In May 2000,  Beach  Access.Net,  Inc.  acquired all of the common stock of
Revcon  Technologies,  Inc. and Alliance Computer  Systems,  LLC. These business
combinations  were accounted for as a purchase.  Both of these companies provide
networking,  programming and wireless connectivity  services. The purchase price
for both was 1,000,000  shares of restricted  common stock.  In connection  with
these  purchases,  Beach  Access.Net,  Inc.  recorded  assets  in  excess of the
purchase price of $102,479,  which is being  amortized over five years.  For the
nine  months  ended  September  30,  2000,   $4,299  was  recorded  as  goodwill
amortization.  Neither of these entities had significant  operations  during the
nine months ended September 30, 2000.

     In July  2000,  the  former  owners  exercised  their  option  under  their
employment  agreements to purchase 1,000,000 shares of the Company's  restricted
common stock. The stock issued under this option was recorded at its fair market
value  as of  the  exercise  date  less a 50%  discount  because  of the  shares
restricted nature. For the nine months ended September 30, 2000, compensation of
$110,000 was recorded under this option.

     In April  2000,  Beach  Access.Net,  Inc.  acquired  the  rights to provide
Internet access through May 2001 to approximately 1,300 customers.  The cost for
these rights was  3,200,000  shares of  restricted  common  stock.  Terms of the
agreements provide for monthly service fees of $20,000.

     On August 1, 2000, certain of the above agreements were modified whereby an
additional  180,000 shares of the Company's  restricted  common stock was issued
for the  above  customer  rights.  An  additional  $30,600  was  capitalized  as
purchased customer accounts during the period ended September 30, 2000.

     In the accompanying  financial statements,  the purchase of these customers
has been  recorded at the fair market value of stock on the date issued,  less a
50%  discount  because of the  restricted  nature of the stock.  The cost of the
purchase is being amortized on a straight-line  basis over twelve months through
May 2001.  For the nine months  ended  September  30,2000,  amortization  of the
purchase price amounted to $53,959.

                           PART II - OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS

     The Company is not involved in any legal proceedings or litigation, and the
officers and directors are aware of no other pending litigation.

Item 2.   CHANGES IN SECURITIES.

         None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         None


<PAGE>


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

         None.

Item 5.  OTHER EVENTS

         None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibit 27 - Financial Data Schedule

         (b)      There were no reports on Form 8-K  filed by the registrant for
                  the quarter ending September 30, 2000.




<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    BIFS TECHNOLOGIES CORP.

Date: November 13, 2000            By:    /s/ Alpha J. Keyser
                                  ---------------------------------
                                              Alpha J. Keyser, President and CEO
                                              (Principal Executive Officer)