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

                                   FORM 10-QSB

             [X]   QUARTERLY REPORT UNDER SECTION 13 0R 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended September 30, 2000

                       INITIAL QUARTERLY REPORT FOLLOWING
                         EFFECTIVE DATE OF REGISTRATION

                         Commission File Number 0-29915
                                                -------

                                  FREFAX INC.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            FLORIDA                                     65-0786722
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
Incorporation or organization)


                1255 University, Suite 1604, Montreal, H3B3X3
                ------------------------------------------------
                    (Address of principal executive offices)


                               (561) 368 - 1427
                               ------------------
                               Issuer's Telephone


                270 NW 3rd Court, Boca Raton. Florida 33432-3720
                ------------------------------------------------
(Former name, former address and former fiscal year,if changed from last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 ___

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ____ No _X_

                      APPLICABLE ONLY TO CORPORATE ISSUERS

       State the number of shares  outstanding  of each of the issu&s classes of
common equity, as of the latest practicable date:

                 19,446,000 - Common stock as of September 30, 2000
    ------------------------------------------------------------------------

    Transitional Small Business Disclosure Format (Check One) Yes [ ] No [x]


<PAGE>




                                TABLE OF CONTENTS



PART I ...............................................................       1

      ITEM 1.   FINANCIAL STATEMENTS..................................       1

      ITEM 2.   PLAN OF OPERATION.....................................       1

PART II...............................................................      N/A


SIGNATURES............................................................       2


<PAGE>
                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

         Attached  unaudited  financial  statements  for Frefax,  Inc.  (FC) and
subsidiary,  for the  period  ending  September  30th,  2000  are  submitted  in
compliance with item 310 (b) of Regulation SB.


ITEM  2.          PLAN OF OPERATION


         The  plan  of  operation  from  the  corporations'  point  of  view  is
summarized as follows:

1.       FC has not received or generated revenues as of the end of this quarter
         ending September 30th 2000.

2.       FC has not purchased or sold any significant equipment or assets.

3.       FC has no significant change of employees.

4.       FC is in the process of diversifying  its core business from developing
         communication  technology to a real estate development  company,  which
         would also acquire and develop environmental technologies to be used in
         numerous  applications,  such as soil  decontamination and ground-water
         decontamination.

5.       Based upon the above mentioned corporate strategy to diversify from its
         core business the corporation  anticipates raising  approximately three
         million dollars in additional funds within the next 12 months.

                                       1

<PAGE>

                                   SIGNATURES

         In accordance  with the  requirements  of Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            FREFAX, INC.
                                            (Registrant)

Date:    November 13, 2000             By: /s/ Tony  Papa
                                           -------------------------
                                           Tony  Papa
                                           President & Chief Executive Officer






                                       2
<PAGE>


                           FREFAX, INC. AND SUBSIDIARY

                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

                                      AND

                                 CUMULATIVE FROM

          SEPTEMBER 26, 1997 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000

                                   (UNAUDITED)


<PAGE>






                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)




                                                                         Page
                                                                        number

Consolidated balance sheet at September 30, 2000 (unaudited)
and June 30, 2000                                                         F-1

Consolidated   statements  of  operations   and   comprehensive
income  (loss) (unaudited)  for the  three  months  ended
September  30,  2000  and  1999  and cumulative from
September 26, 1997 (date of inception) to September 30, 2000              F-2

Consolidated  statement of stockholders'  deficiency  (unaudited)
for the period from September 26, 1997 (date of inception)
to September 30, 2000                                                  F-3 - F-4

Consolidated  statements  of cash flows  (unaudited)  for the
three months ended September 30, 2000 and 1999 and cumulative from
September 26, 1997 (date of inception) to September 30, 2000              F-5

Notes to consolidated financial statements                             F-6 - F-9


<PAGE>




                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                September 30, 2000
                                                                                       2000                            June 30,
                                                                                   (unaudited)                          2000
                                                                                -----------------                -----------------
<S>                                                                             <C>                              <C>
Current assets:
    Cash                                                                        $             280                $             280
     Recoverable use tax                                                                    4,656                            4,656
                                                                                -----------------                -----------------
         Total current assets                                                               4,936                            4,936

Furniture, fixtures and equipment, net                                                     80,611                           80,611
                                                                                -----------------                -----------------
         Total assets                                                           $          85,547                $          85,547
                                                                                =================                =================


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
    Accrued expenses - Related party                                            $          28,500                $          28,500
    Loans from related party                                                              148,689                          148,689
                                                                                -----------------                -----------------
         Total current liabilities                                                        177,189                          177,189
                                                                                -----------------                -----------------

Commitments and contingencies (Note  4)                                                         -                                -
                                                                                -----------------                -----------------
Stockholders' deficiency:
    Common stock - $.001 par value, 50,000,000 shares authorized,
    19,446,000 shares issued and outstanding                                               19,446                           19,446
    Additional paid-in capital                                                            180,864                          180,864
    Accumulated deficit during the development stage                                      (87,973)                         (87,973)
     Accumulated other comprehensive income (loss)                                        (11,372)                         (11,372)
    Stock subscriptions receivable                                                       (192,607)
                                                                                ------------------
(192,607)

       Total stockholders' deficiency                                                     (91,642)                         (91,642)
                                                                                -----------------                 ----------------

Total liabilities and stockholders' deficiency                                  $          85,547                 $         85,547
                                                                                =================                 ================
</TABLE>










     See accompanying notes to consolidated financial statements (unaudited)

                                      F-1
<PAGE>


                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                            Cumulative
                                                                                                                from
                                                                  For the three         For the three     September 26, 1997
                                                                  months ended          months ended      (date of inception)
                                                                September 30, 2000   September 30, 1999  to September 30, 2000
                                                                   -----------          -----------         ------------

<S>                                                                <C>                  <C>                 <C>
Income                                                             $        --          $        --         $         --
                                                                   -----------          -----------         ------------
Expenses:
    Selling, general and administrative expenses                            --                3,231               83,863
    Research and development                                                --                3,317               17,864
                                                                   -----------          -----------         ------------
Total expenses                                                              --                6,548              101,727
Loss before other income
(expense) and provision for income taxes                                    --               (6,548)            (101,727)
                                                                   -----------          -----------         ------------
Other income (expense):
   Gain on foreign currency transactions                                    --                3,625                8,638
   Interest income                                                          --                  947                5,580
   Interest expense                                                         --                 (126)                (464)
                                                                   -----------          -----------         ------------
   Total other income (expense)                                             --                4,446               13,754
                                                                   -----------          -----------         ------------
Loss before provision for income taxes                                      --               (2,102)             (87,973)

Provision for income taxes                                                  --                   --                   --
                                                                   -----------          -----------         ------------
Net (loss)                                                                  --               (2,102)             (87,973)

Other items of comprehensive income (loss)                                  --               (3,809)             (11,372)
                                                                   -----------          -----------         ------------
Comprehensive net (loss)                                           $        --          $    (5,911)        $    (99,345)
                                                                   ===========          ===========         ============
Basic:
Net (loss)                                                         $        --          $       NIL         $       (.01)
                                                                   ===========          ===========         ============
Weighted average number of
 common shares outstanding                                          19,446,000           19,446,000           13,144,649
                                                                   ===========          ===========         ============
</TABLE>









     See accompanying notes to consolidated financial statements (unaudited)

                                      F-2
<PAGE>



                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
           FOR THE PERIOD FROM SEPTEMBER 26, 1997 (DATE OF INCEPTION)
                       TO SEPTEMBER 30, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           Accumulated       Accumulated
                                             Common Stock      Additional     Deficit           Other       Stock         Total
                                          -----------------     Paid-in     During the     Comprehensive Subscriptions Stockholders'
                                          Shares     Amount     Capital   Development Stage Income (Loss) Receivable   Deficiency
                                          ------     ------     -------   ----------------- ------------  ----------   ----------
<S>                                      <C>       <C>          <C>          <C>             <C>           <C>         <C>
Issuance of common stock upon
capitalization of company                500,000   $      500   $    2,000   $       --      $     --      $     --    $    2,500

Issuance of common stock in
connection with  limited offerings       403,000          403          297           --            --            --           700

Net loss from date of inception
(September 26, 1997) to June 30, 1998         --           --           --       (2,954)           --            --        (2,954)
                                      ----------   ----------   ----------   ----------      --------      --------    ----------
Balances at June 30, 1998                903,000          903        2,297       (2,954)           --            --           246

Issuance of common stock in
  connection with acquisition
  of subsidiary                       10,000,000       10,000           --           --            --            --        10,000

Issuance of common
stock in connection with
limited offering
(November 1998)                        6,001,000        6,001       54,009           --            --       (60,010)           --

Issuance of common
stock in connection with
limited offering
(February 1999)                        2,542,000        2,542      124,558           --            --      (127,100)           --

Accrued interest on
   subscriptions receivable                   --           --           --           --            --        (1,755)       (1,755)

Foreign currency
    translation adjustment                    --           --           --           --        (6,436)           --        (6,436)

Net loss for the year ended
  June 30, 1999                               --           --           --      (49,719)           --            --       (49,719)
                                      ----------   ----------   ----------   ----------      --------      --------    ----------
Balances at June 30, 1999 (forwarded) 19,446,000       19,446      180,864      (52,673)       (6,436)     (188,865)      (47,664)
                                      ----------   ----------   ----------   ----------      --------      --------    ----------
</TABLE>

     See accompanying notes to consolidated financial statements (unaudited)


                                      F-3
<PAGE>

                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
     FOR THE PERIOD FROM SEPTEMBER 26, 1997 (DATE OF INCEPTION) TO
                    SEPTEMBER 30, 2000 (UNAUDITED) (cont'd)

<TABLE>
<CAPTION>
                                                                           Accumulated       Accumulated
                                             Common Stock      Additional     Deficit           Other       Stock         Total
                                          -----------------     Paid-in     During the     Comprehensive Subscriptions Stockholders'
                                          Shares     Amount     Capital   Development Stage Income (Loss) Receivable   Deficiency
                                          ------     ------     -------   ----------------- ------------  ----------   ----------
<S>                                  <C>         <C>          <C>          <C>             <C>           <C>         <C>
Balances at June 30, 1999
(from previous page)                19,446,000   $   19,446   $  180,864   $    (52,673)   $   (6,436)   $ (188,865)  $  (47,664)

Accrued interest on
   subscriptions receivable                 --           --           --             --            --        (3,742)      (3,742)

Foreign currency
   translation adjustment                   --           --           --             --        (4,936)           --       (4,936)

Net loss for the year
   ended June 30, 2000                      --           --           --        (35,300)           --            --      (35,300)
                                    ----------   ----------   ----------   ------------    ----------    ----------    ---------
 Balances at June 30, 2000          19,446,000       19,446      180,864        (87,973)      (11,372)     (192,607)     (91,642)

Net income (loss) for the quarter
    ended September 30, 2000                --           --           --             --            --            --           --
                                    ----------   ----------   ----------   ------------    ----------    ----------    ---------
Balances at September 30, 2000      19,446,000   $   19,446   $  180,864   $    (87,973)   $  (11,372)   $ (192,607)   $ (91,642)
                                    ==========   ==========   ==========   ============    ==========    ==========    =========

</TABLE>













     See accompanying notes to consolidated financial statements (unaudited)

                                      F-4
<PAGE>


                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                  Cumulative
                                                                                                     from
                                                           For the three    For the three      September 26, 1997
                                                           months ended      months ended     (date of inception)
                                                        September 30, 2000 September 30, 1999 to September 30, 2000
                                                        ------------------ ------------------ ---------------------
<S>                                                          <C>              <C>               <C>
Cash flows from operating activities:
Net  (loss)                                                  $    --          $  (2,102)        $ (87,973)
Adjustments to reconcile net (loss) to net
 cash used for operating activities:
Foreign currency translation                                      --             (3,809)          (11,372)
Depreciation                                                      --              1,304             7,891
Interest income on subscriptions receivable                       --             (1,261)           (5,497)
 (Increase) decrease in:
          Recoverable use tax                                     --               (449)           (4,656)
          Security deposits                                       --               (117)               --
       Increase (decrease) in:
Accounts payable and accrued expenses                             --            (11,482)           28,500
                                                             -------        -----------         ---------
Net cash used for operating activities                            --            (17,916)          (73,107)
                                                             -------        -----------         ---------

Cash flows from investing activities:
        Purchase of furniture, fixtures and equipment             --               (139)          (88,502)
                                                             -------        -----------         ---------
Net cash used for investing activities                            --               (139)          (88,502)
                                                             -------        -----------         ---------

Cash flows from financing activities:
        Proceeds from initial capitalization of
   company and from sale of common
   stock in connection with private placements                    --                 --             3,200
        Loans from related parties                                --             16,916           158,689
                                                             -------        -----------         ---------
Net cash provided by financing activities                         --             16,916           161,889
                                                             -------        -----------         ---------

Net (decrease) increase in cash                                   --             (1,139)              280

Cash, beginning of period                                        280              3,813                --
                                                             -------        -----------         ---------
Cash, end of period                                          $   280        $     2,674         $     280
                                                             =======        ===========         =========
Supplemental disclosure of non-cash flow information:
        Cash paid during the year for:
                Interest                                     $    --        $        --         $      --
                                                             =======        ===========         =========
                Income taxes                                 $    --        $        --         $      --
                                                             =======        ===========         =========

Schedule of non-cash investing activities:
        Issuance of 8,543,000 shares of common stock
     in exchange for subscription receivables                $    --        $        --         $ 187,110
                                                             =======        ===========         =========
</TABLE>





     See accompanying notes to consolidated financial statements (unaudited)

                                      F-5
<PAGE>


                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                       AND
  CUMULATIVE FROM SEPTEMBER 26, 1997 (DATE OF INCEPTION) TO SEPTEMBER 30, 2000
                                   (UNAUDITED)



NOTE 1 -      ORGANIZATION

              Frefax,  Inc. (the  "Company")  was  incorporated  in the State of
              Florida on September 26, 1997 as Central  Group,  Inc. The name of
              the Company was changed on September 15, 1998 to its current name.

              Pursuant  to the stock  purchase  agreement  dated  July 30,  1998
              between the Company and the shareholders of Frefax, Inc. (Canada),
              ("Frefax  Canada"),  a company  incorporated  in the  province  of
              Ontario,  Canada,  the Company  issued an aggregate of  10,000,000
              shares of its $.001 par value common stock to the  shareholders of
              Frefax Canada in exchange for 100% of Frefax  Canada's  issued and
              outstanding  common  stock.  Accordingly,  Frefax  Canada became a
              wholly  owned  subsidiary  of the  Company.  Such  transaction  is
              considered a capital transaction whereby Frefax Canada contributed
              its stock for the net book value of the Company.

              Frefax  Canada  was  incorporated  on  September  5,  1996 for the
              purpose of  developing  software to be  utilized in reducing  long
              distance telephone fax charges.

              As of  September  30,  2000,  the  Company  and Frefax  Canada are
              considered to be development stage companies (See Note 6).

              For the  quarter  ended  September  30,  2000,  the Company had no
              operations  since its currently in the process of redirecting  its
              core business into the development of real estate.

              The Company is in the process of  diversifying  its core  business
              from  developing  communication  technology  into  a  real  estate
              development  company,   which  would  also  acquire  environmental
              technologies to be used in numerous applications.

              In connection with  diversifying its core business,  on August 30,
              2000, the Company  entered into memorandum of agreements with four
              Canadian  individuals  whereby the Company intends on buying their
              ownership  interest  (by  issuance of its common  stock) in Zaveco
              Development   Corporation  a  newly  formed  Canadian  corporation
              ("Zaveco").  Zaveco is in the process of acquiring land in Quebec,
              Canada  for  $4,000,000   with  the  intent  of  developing   into
              approximately 265,000 square feet of retail space.

NOTE 2 -      INTERIM RESULTS AND BASIS OF PRESENTATION

              The unaudited  consolidated  financial  statements as of September
              30, 2000 and for the three month periods ended  September 30, 2000
              and 1999 have been prepared in accordance with generally  accepted
              accounting  principles for interim financial  information and with
              the  instructions  to Form  10-QSB  and  Items  303 and  310(b) of
              Regulation S-B.

                                      F-6
<PAGE>

                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
                                   (UNAUDITED)



NOTE 2 -      INTERIM RESULTS AND BASIS OF PRESENTATION (cont'd)

              In the opinion of management, the unaudited consolidated financial
              statements  have been  prepared  on the same  basis as the  annual
              financial  statements and reflect all  adjustments,  which include
              only normal recurring adjustments, necessary to present fairly the
              financial position as of September 30, 2000 and the results of our
              operations  and cash  flows  for the  three  month  periods  ended
              September  30,  2000 and 1999.  The  results  for the three  month
              periods ended September 30, 2000 are not necessarily indicative of
              the  results  to be  expected  for any  subsequent  quarter or the
              entire fiscal year ending June 30, 2001. The balance sheet at June
              30, 2000 has been derived from the audited consolidated  financial
              statements at that date.

              Certain information and footnote  disclosures normally included in
              financial   statements   prepared  in  accordance  with  generally
              accepted  accounting  principles  have been  condensed  or omitted
              pursuant to the  Securities  and Exchange  Commission's  rules and
              regulations.  It  is  suggested  that  these  unaudited  financial
              statements  be read in  conjunction  with  our  audited  financial
              statements  and notes  thereto for the year ended June 30, 2000 as
              included in our report on Form 10-KSB filed on October 13, 2000.

NOTE 3 -      STOCKHOLDERS' DEFICIENCY

              Acquisition of Subsidiary

              Pursuant to a stock purchase agreement dated July 30, 1998 between
              the Company and the  shareholders  of Frefax  Canada,  the Company
              issued an  aggregate of  10,000,000  shares of its $.001 par value
              common stock to the  shareholders of Frefax Canada in exchange for
              100%  of  Frefax  Canada  issued  and  outstanding  common  stock.
              Accordingly, after such transaction, Frefax Canada became a wholly
              owned subsidiary of the Company.  Such transaction is considered a
              capital  transaction  whereby Frefax Canada  contributed its stock
              for the  net  book  value  of the  Company,  and  accordingly,  no
              goodwill is recorded.





                                      F-7
<PAGE>



                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
                                   (UNAUDITED)



NOTE 4        -       COMMITMENTS AND CONTINGENCIES

        a)    Rent

              Frefax Canada leased office space under a one-year renewable lease
              agreement,  which expired November 30, 1999. Rent expense amounted
              to $-0- and $992 for the three months ended September 30, 2000 and
              1999,  respectively and $4,045  cumulative from September 26, 1997
              (date of inception) to September  30, 2000.  During  January 2000,
              Frefax  Canada  moved  its  operations  to  a  space  owned  by  a
              shareholder of the Company on a month to month basis, at no charge
              until a permanent location is found.

              The Company itself does not require any  significant  office space
              and,  accordingly  it utilizes the mailing  address of its outside
              counsel on a month to month basis, at no charge.

      b)      Lack of Insurance

              The Company  does not maintain any  property,  product  liability,
              general  liability  or any other form of  insurance.  Although the
              Company  is  not  aware  of  any  claims  resulting  from  product
              malfunctions, there is no assurance that none exists. In addition,
              as a  result  of  not  maintaining  any  property  insurance,  the
              Company's equipment is deemed to be at risk.

NOTE 5    -   RELATED PARTY TRANSACTIONS

      a)      Loans From Related Parties

              The   Companies   have  been   advanced   funds  from  a  Canadian
              corporation,  which owns  approximately  1.1 % of the  outstanding
              common stock of the Company.  The loans are  non-interest  bearing
              and are due on  demand.  As of  September  30,  2000,  such  loans
              amounted to $148,689.

       b)     Rent Expense

              During January 2000,  Frefax Canada moved its equipment to a space
              owned  by one of the  Company's  shareholders  on a month to month
              basis,  at no charge  until a  permanent  location  is found.  The
              Company itself does not require any significant  office space and,
              accordingly,  it  utilizes  the  mailing  address  of its  outside
              counsel on a month to month basis at no charge.


                                      F-8
<PAGE>

                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)
                                   (UNAUDITED)



NOTE 5   -   RELATED PARTY TRANSACTIONS (cont'd)

     c)       Equipment Purchases

              Frefax  Canada  purchased  equipment  and  services  amounting  to
              approximately   $90,000  from  a  corporation  which  is  a  10.3%
              shareholder of the Company.  In addition,  the President of Frefax
              Canada beneficially owns an additional 20.6% of the Company.

      d)      ACCRUED EXPENSES - RELATED PARTY

              Accrued  expenses  at  September  30,  2000 of $28,500  consist of
              professional  fees  which  have  been  subsequently  paid  by  the
              Company's President.






                                      F-9