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 March 31, 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)


                270 NW 3rd Court, Boca Raton. Florida 33432-3720
                ------------------------------------------------
                    (Address of principal executive offices)


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

                      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 March 31, 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 March 21, 2000 are  submitted in  compliance
with Item 310(b) of Regulation SB.

ITEM 2.           PLAN OF OPERATION

         FC has commenced active business  operations as of January,  2000, with
the intent of continuing these operations for the entire calendar year. The plan
of operation from a sales standpoint may be summarized as follows:

         (1)      FC uses twenty-seven  (27) machines  maintained in its offices
                  to  send  soliciting  messages  by  fax to  various  potential
                  subscribers. FC intends to send 1,000 such fax messages daily,
                  with an anticipated  acceptance of two percent (2%) daily.  On
                  the basis of twenty  working  days per month,  this totals 400
                  acceptances monthly.

         (2)      FC also employs one full-time  employee as a salesman who does
                  direct  solicitations  in person.  It is anticipated that this
                  salesman will secure thirty percent (30%) sales success, which
                  should equal the same number of  subscribers as the mechanical
                  process - 400 acceptances monthly.

          (3)     On the basis of 800 sales monthly at a gross revenue figure of
                  $100 per sale,  FC should  receive  $80,000 in  monthly  gross
                  revenues.  FC  anticipates a fifty percent (50%) return on the
                  gross revenue for a monthly gross profit of $40,000.

         (4)      FC expects total monthly operating costs of $20,000, leaving a
                  monthly net (pre-tax) profit of $20,000.

          Based upon the sales plan as outlined above, FC anticipates satisfying
its cash  requirements  from  current  operations  and  should not have to raise
additional funds in the next twelve months.

         FC  does  not  plan  any  additional  capital  purchases,   except  for
operational  equipment which will be purchased as additional  sales dictate.  FC
does not expect any significant  change in its current base of three  employees,
except to hire additional salesman as the need arises.

                                        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:    June 1, 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 NINE MONTHS ENDED MARCH 31,2000 AND 1999

                                       AND

                                 CUMULATIVE FROM

             SEPTEMBER 26,1997 (DATE OF INCEPTION) TO MARCH 31, 2000

                                   (UNAUDITED)


<PAGE>

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

                                   (UNAUDITED)

                                                                           Page
                                                                          number

Consolidated balance sheet at March 31, 2000                                F-1

Consolidated  statements of operations and  comprehensive
income (loss) for the nine months ended March 31, 2000 and
1999 and cumulative from September 26, 1997
(date of inception) to March 31, 2000                                       F-2

Consolidated statement of stockholders' deficiency for the
period from September 26, 1997 (date of inception) to
March 31,2000                                                        F-3 -- F-4

Consolidated  statements  of cash flows for the nine months
ended March  31,2000 and 1999 and  cumulative  from
September  26, 1997 (date of inception) to March 31,2000                    F-5

Notes to consolidated financial statements                             F-6--F-8


<PAGE>


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

                                 MARCH 31, 2000

                                   (UNAUD1TED)

                                     ASSETS

Current assets:
         Cash                                                      $        598
         Recoverable use tax                                              4,693
                                                                   ------------
                  Total current assets                                    5,291

Furniture, fixtures and equipment, net                                   90,237
Security deposits                                                         3,600
                                                                   ------------
                  Total assets                                     $     99,128
                                                                   ============

                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
         Accounts payable and accrued expenses                     $      3,537
         Loans from related party                                       155,039
                                                                   ------------
                  Total current liabilities                             158,576

Commitments and contingencies (Note -3)                                       -

Stockholders' deficiency:

         Common  stock  -  S.001  par  value,
         50,000,000  shares   authorized,
         19,446,000  shares issued and  outstanding                      19,446
         Additional  paid-in capital                                    180,864
         Accumulated  deficit during the  development  stage            (57,287)
         Accumulated  other comprehensive income (loss)                 (12,345)
         Stock subscriptions receivable                                (190,126)
                                                                   ------------
                  Total stockholders' deficiency                        (59,448)

Total liabilities and stockholders' deficiency                     $     99,128
                                                                   ============








     See accompanying notes to consolidated financial statements (unaudited)


                                       F-1


<PAGE>
                           FREFAX, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF OPE~ONS AND COMPREHENSWE INCOME

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                         Cumulative
                                                                                                           from
                                                      For the nine               For the nine          September 26)1997
                                                      months ended              months ended           (date of inception)
                                                      March31. 2000             March31. 1999          to March31. 2000
                                                      -------------             -------------          -------------------

<S>                                                    <C>                       <C>                       <C>
Income                                                 $          -              $          -              $         -

Expenses:
          Selling, general and administrative
            expenses                                          5,746                    32,799                   50,151

          Research and development                            4,422                     9,712                   17,929
                                                       ------------              ------------              -----------
Total expenses                                               10,169                    42,510                   67,990
                                                       ------------              ------------              -----------
Loss before other income
(expense) and provision for income taxes                    (10,169)                  (42,510)                 (67,990)

Other income (expense):
          Gain on foreign currency transactions               4,576                       496                    8,343
          Interest income                                     1,263                        77                    3,099
          Interest expense                                     (285)                     (290)                    (749)
                                                       ------------              ------------              -----------
          Total other income (expense)                        5,554                       283                   10,693
                                                       ------------              ------------              -----------


Loss before provision for income taxes                       (4,614)                  (42,793)                 (57,297)

Provision for income taxes                                        -                         -                        -
                                                       ------------              ------------              -----------

Net (loss)                                                   (4,614)                  (42,793)                 (57,297)

Other items of comprehensive income (loss)                   (5,909)                   (2,856)                 (12,345)
                                                       ------------              ------------              -----------

Comprehensive net (loss)                               $    (10,523)             $    (45,649)             $   (69,632)
                                                       ============              ============              ===========
Basic:
         Net (loss)                                    $        NIL              $        NIL              $       (01)
                                                       ============              ============              ===========

Weighted average number of
Common shares outstanding                                19,446,000                 9,326,913               11,056,997
                                                       ------------              ------------              -----------
</TABLE>



     See accompanying notes to consolidated financial statements (unaudited)

<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 MARCH 31,2000 (UNAUDITED)


<TABLE>
<CAPTION>

                                  Common Stock       Additional      Accumulated     Accumulated Other     Stock          Total
                             -------------------       Paid-in    Deficit During the   Comprehensive   Subscriptions   Stockholders
                                Shares    Amount       Capital    Development Stage    Income (Loss)    Receiveable     Deficiency
                             ----------  -------     ----------   -----------------  ----------------- -------------   ------------
<S>                            <C>       <C>         <C>             <C>                <C>              <C>             <C>
Issuance of common
stock unon
capitalization
of company                     500,000   $   500     $   2,000       $       -          $         -      $         -     $   2,50?

Issuance of common
stock in connection
with limited offerings         403,000       403           297               -                    -                -           70?

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)                   -                -           24?

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 MARCH 31,2000 (UNAUDITED) (CONT'D)
<TABLE>
<CAPTION>

                                  Common Stock       Additional      Accumulated     Accumulated Other     Stock          Total
                             -------------------       Paid-in    Deficit During the   Comprehensive   Subscriptions   Stockholders
                                Shares    Amount       Capital    Development Stage    Income (Loss)    Receiveable     Deficiency
                             ----------  -------     ----------   -----------------  ----------------- -------------   ------------
<S>                          <C>          <C>         <C>             <C>                <C>              <C>             <C>

Balances at June 30, 1999
(from previous page)         19,446,000  $ 19,446     $  180,854      $ (52,673)         $  (6,436)       $ (188,865)    $ (47,664)

Accrued interest on
Subscriptions receivable              -         -              -              -                  -            (1,261)       (1,261)

Foreign currency
Translation adjustment                -         -              -              -             (5,909)                -        (5,909)

Net loss for the nine months
Ended March 31,2000                   -         -              -         (4,614)                 -                 -        (4,614)
                             ----------  --------     ----------      ----------          --------        ----------     ---------
Balances at March 31,2000    19,446,000  $ 19,446     $  180,864        (57,287)           (12,345)       $ (190,126)    $ (59,448)
                             ==========  ========     ==========      =========           ========        ==========     =========

</TABLE>

     See accompanying notes to consolidated financial statements (unaudited)

                                       F-4

<PAGE>



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

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                                        Cumulative from
                                                       For the nine             For the nine           September 26, 1997
                                                       months ended             months ended           (date of inception)
                                                       March 31.2000            March31. 1999           to March 31.2000
                                                       -------------            -------------           ----------------
<S>                                                 <C>                       <C>                       <C>
Cash flows from operating activities:
  Net(loss)                                         $            (4,614)      $           (42,793)      $          (57,287)
  Adjustments to reconcile net (loss) to net
  cash used for operating activfties:
   Foreign currency translation                                  (5,909)                   (2,956)                 (12,345)
   Depreciation                                                   1,739                     1,441                    4,327
   Interest income on subscriptions receivable                   (1,261)                   (1,316)                  (3,016)
(Increase) decrease in:
   Recoverable use tax                                             (449)                   (2,997)                  (4,693)
   Security deposits                                               (117)                   (3,332)                  (3,600)
  Increase (decrease) in:
   Accounts payable and accrued expenses                        (10,774)                    5,724                    3,537
                                                     ------------------       -------------------       ------------------
   Net cash used for operating activities                       (21,385)                  (46,129)                 (73,977)
                                                     ------------------       -------------------       ------------------

Cash flows from investing activities:

  Purchase of furniture, fixtures and equipment                  (6,595)                  (25,190)                 (94,564)
                                                     ------------------       -------------------       ------------------
Net cash used for investing activities                           (6,595)                  (25,190)                 (94,564)
                                                     ------------------       -------------------       ------------------

Cash flows from financing activities:
   Proceeds from initial capitalixation of company
   and from sale of common stock in connection
 with private placements                                              -                         -                    3,200
  Loans from related parties                                     24,765                    60,073                  165,039
                                                     ------------------       -------------------       ------------------
Net cash provided by financing activities                        24,765                    60,073                  169,239
                                                     ------------------       -------------------       ------------------
Net (decrease) increase in cash                                  (3,215)                   11,246                      599

Cash, beginning of period                                         3,913                       246                        -
                                                     ------------------       -------------------       ------------------
          Cash, end of period                        $              598       $            11,492       $              598
                                                     ==================       ===================       ==================
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 NiNE MONTHS ENDED MARCH 31, 2000 AND 1999
                                       AND
     CUMULATiVE FROM SEPTEMBER 26, 1997 (DATE OF INCEPTION) TO MARCH 31,2000

                                   (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  ontstanding   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 March  31,2000,  the  Company  and  Frefax  Canada are
                    considered to be development stage companies.

                    The accompanying  unaudited  financial  statements have been
                    prepared in accordance  with generally  accepted  accounting
                    principles  for  interim  financial   information  and  with
                    instructions  to  Form  l0-QSB.  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,  the
                    interim   financial   statements   include  all  adjustments
                    necessary  in  order to make the  financial  statements  not
                    misleading.  The results of  operations  for the nine months
                    ended are not  necessarily  indicative  of the results to be
                    expected for the full year For further information, refer to
                    the Company's  audited  financial  statements  and footnoted
                    thereto as of June 30, 1999.

      NOTE 2 -      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-6


<PAGE>




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

NOTE 3 -            COMMITMENTS AND CONTINGENCIES


                    a) Year 2000

                    The  Companies  have  addressed and will continue to address
                    the  year  2000  issue  to  ensure  the  reliability  of its
                    operational system and products. The Companies have and will
                    continue to make certain  investment in its software systems
                    and  applications  to ensure that it is Year 2000 compliant.
                    These  expenditures,  which are expensed as incurred are not
                    expected to be material.

                    b) Rent

                    Frefax Canada leased office space under a one-year renewable
                    lease  agreement,  which  expired  November 30.  1999.  Rent
                    expense  amounted  to $2,428 and $1,312 for the nine  months
                    ended  March 31,  2000 and  1999,  respectively  and  $4,702
                    cumulative  from  September  26, 1997 (date of inception) to
                    March 31, 1999. During January 2000, Frefax Canada moved its
                    operations  to  a  space  owned  by  one  of  the  Company's
                    shareholders  on a month to month basis free of charge until
                    a permanent location is found.

                    c) 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 4-             RELATED PARTY TRANSACTIONS

                    a) Loans From Rnlated Parties

                    The  Companies  have been  advanced  funds  from a  Canadian
                    corporation,   which   owns   approximately   4.1%   of  the
                    outstanding  common stock of the Company.  In addition,  the
                    President of such  Canadian  corporation  owns 7.70/o of the
                    outstanding  common  stock of the  Company.  The  loans  are
                    non-interest  bearing and are due on demand. As of March 31,
                    2000, such loans amounted to $155,039.

                                       F-7


<PAGE>

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

NOTE 4-             RELATED PARTY TRANSACTIONS (CONT'D)

                    b) Rent Expense

                    During January 2000, Frefax Canada moved its operations to a
                    space owned by one of its  shareholders  on a month to month
                    basis,  free of 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  free of
                    charge.

                    During the nine months ended March 31, 2000 and 1999, Frefax
                    Canada  purchased   equipment  and  services   amounting  to
                    approximately $0 and $25,000 from a corporation,  which is a
                    10.3% shareholder of the Company. In addition, the President
                    of such corporation beneficially owns an additional 20.6% of
                    the Company.






                                       F-8