U.S. Securities and Exchange Commission
                           Washington, DC 20549
                               Form 10-QSB

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

               For the quarterly period ended August 31, 1999

         [  ] 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 0-25429

                          Fairfax Group, Inc.
               (Exact name of small business issuer as
                       specified in its charter)

     Florida                                          65-0832025
     (State of other jurisdiction of                (IRS Employer
     incorporation or organization)                Identification No.)

      6758 N. Military Trail, Unit 303 West Palm Beach, Florida 33407
                 (Address of principal executive offices)

                              (561) 840-9100
                       (Issuer's telephone number)


     (Former name, former address, and former fiscal year, if changed
     since 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 __    No _X__

                   APPLICABLE ONLY TO CORPORATE ISSUERS

          State the number of shares outstanding of each of the
     issuer's classes of common equity, as of the latest practicable
     date:    As of July 9, 1999, there were 6,150,000 shares of
     common stock, $0.01 par value, issued and outstanding.

          Transitional Small Business Disclosure Format (check one);
      Yes __    No _X__



<PAGE>

                           FAIRFAX GROUP, INC.

                            Form 10-QSB Index
                              August 31, 1999

                                                                Page


     Part I: Financial Information ............................   2

          Item 1. Financial Statements.........................   2

          Balance Sheet Unaudited as of August 31, 1999........   2

          Balance Sheet Unaudited as of February 28, 1999......   3

          Profit and Loss Unaudited June through
          August 1999..........................................   4

          Cash Flow Forecast June through
          August 1999..........................................   5

          Notes to Unaudited Financial Statements .............   6

          Item 2. Management's Discussion and
          Analysis or Plan of Operation .......................   7

     Part II:   Other Information..............................   8

          Item 1.    Legal Proceedings ........................   8

          Item 2.    Changes in Securities.....................   8

          Item 3.    Defaults Upon Senior Securities...........   8

          Item 4.    Submission of Matters to a Vote
                     of Security Holders.......................   8

          Item 5.    Other Information ........................   8

          Item 6.    Exhibits and Reports on Form 8-K .........   8

     Signatures................................................   8




<PAGE>


                          Part  I - Financial Information

Item 1.    Financial Statements


                              Fairfax Group, Inc.
                           Balance Sheet Comparison
                            As of August 31, 1999
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                 31Aug99  31Aug98
<S>                                              <C>      <C>
                          ASSETS
         Current Assets
              Checking/Savings                    3,973     2,558
                                                 ------    ------
              Total Current Assets                3,973     2,558
                                                 ------    ------
         Other Assets
              Organizational Expense
              Unamortized Organization                0     2,150
              Accumulated Amortization                0      (860)
              Total:  Organizational Expense          0     1,290

              Total Other Assets                      0     1,290
                                                 ------    ------
                       TOTAL ASSETS               3,973     3,848
                                                 ------    ------

                   LIABILITIES & EQUITY

         Liabilities
              Current Liabilities                    13
              Other Current Liabilities
              FL Unemployment Compensation
              D/T KELLWAY
                 Total Current Liabilities           13

         Long Term Liabilities
              Loan Payable - FKT                174,812    59,575
                                                -------   -------
                     Total Liabilities          174,825    59,575
                                                -------   -------
         Equity
              Capital Stock                      61,500     6,150
              Retained Earnings                (171,839)  (16,403)
              Net Income                        (60,512)  (45,474)
                                               --------   -------
                       Total Equity            (170,852)  (55,726)
                                               --------   -------

                TOTAL LIABILITIES & EQUITY        3,973     3,848
                                               ========   =======
</TABLE>


<PAGE>    2

                            Fairfax Group, Inc.
                         Balance Sheet Comparison
                          As of August 31, 1999
                              (Unaudited)


<TABLE>
<CAPTION>
                                        31Aug99   31Aug98   28Feb99
<S>                                     <C>       <C>       <C>
                    ASSETS
     Current Assets
          Checking/Savin                 3,973     2,558      1706
                                        ------    ------    ------
          Total Current Assets           3,973     2,558     1,706
                                        ------    ------    ------
     Other Assets
          Organizational Expense
          Unamortized Organization           0     2,150
          Accumulated Amortization           0      (860)
          Total:      Organizational E       0     1,290         0
                                        ------    ------    ------
               Total Other Assets            0     1,290         0
                                        ------    ------    ------

                  TOTAL ASSETS           3,973     3,848     1,706
                                        ------    ------    ------


              LIABILITIES & EQUITY

     Liabilities
          Current Liabilities               13                 325
          Other Current Liabilities
          FL Unemployment Compensation
          D/T KELLWAY
                                        ------    ------    ------
           Total Current Liabilities        13         0       325
                                        ------    ------    ------

     Long Term Liabilities

          Loan Payable - FKT           174,812    59,575    111720

                                       -------   -------   -------
               Total Liabilities       174,825    59,575   112,046
                                       -------   -------   -------
     Equity
          Capital Stock                 61,500     6,150     61500
          Retained Earnings            (171839)  (16,403)  (73,580)
          Net Income                   (60,512)  (45,474)  (98,260)
                                       -------   -------   -------
                  Total Equity        (170,852)  (55,726) (110,339)
                                       -------   -------   -------

           TOTAL LIABILITIES & EQUITY    3,973     3,848     1,706
                                       =======   =======   =======

</TABLE>


<PAGE>   3

                            Fairfax Group, Inc.
                              Profit and Loss
                  June through August,  1999 (Unaudited)

<TABLE>
<CAPTION>
                                                     June through August
                                                   2nd Quarter  2nd Quarter
                                                       1999        1998
<S>                                                <C>          <C>
     Ordinary Income/Expense

     Expense
             Training & Seminars                           50           0
             Telephone & Communications                 1,021       1,199
             Office Expense                               622        (530)
             Dues & Subscriptions                                     186
             Bank Service Charges                          61          45
             Dues and Subscriptions                                    20
             Loan Interest Expense                      7,092         797
             Licenses, Permits & Filing                   642         350
             Miscellaneous                                 25         314
             Office Supplies                                           52
             Professional Fees                            260       1,814
             Accounting Fees                            6,155         523
             Legal Fees                                 4,415       1,350
             Rent                                       6,996       6,996
             Telephone
             Travel and Entertainment                      44
             Contract Labor                                         3,189
             Payroll Expenses
             Officer Salaries                           7,500       7,500
             Employer Taxes                                           574
             Unemployment Compensation Taxes                           56
             Payroll Expenses - Other                     444
                                                      -------     -------
                        Total Expense                  35,324      24,434
                                                      -------     -------

     Net Ordinary Income                              (35,324)    (24,434)
                                                      -------     -------
     Other Expense                                                    248

                           Net Income                 (35,324)    (24,682)
                                                      =======     =======

</TABLE>


<PAGE>    4

                             Fairfax Group, Inc.
                             Cash Flow Forecast
                         June through August,  1999


                                                          For the Quarter
                                                          Ended August 31

      Cash Flow from Operating Activities:

      Net (Loss)                                              (35,324)

      Adjustments to reconcile net loss to net
      cash used in operating activities:
         Other Assets                                            (860)
         Accounts Payable                                         268
         Equity adjustment                                     35,324

         Net Cash (used) in Operating Activities                 (592)

      Cash Flow From Financing Activities:
         Proceeds from Shareholder Payable                    (37,430)

         Net Cash Provided by Financing Activities:           (38,022)

      Net Increase (decrease) in Cash                             557

      Cash at Beginning of Period                               3,416

      Cash at End of Period                                     3,973



<PAGE>   5

                             Fairfax Group, Inc.
                        (a development stage company)

                        NOTES TO FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     The accompanying unaudited financial statements of Fairfax Group,
     Inc. (the "Company") have been prepared in accordance with
     generally accepted accounting principles for interim financial
     information and with the instructions to Form 10-Q.  In the
     opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation
     have been included.  Operating results for the three-month period
     ended August 31, 1999 are not necessarily indicative of the results
     that may be expected for the year ended February 28, 2000.

     Loss per Share - The company has adopted Financial Accounting
     Standards No. 128, "Earnings per Share" ("FAS 128"), effective
     October 1, 1997.  FAS 128 requires presentation of earnings or
     loss per share on basic and diluted earnings per share.  Loss per
     share is computed by dividing net income by the weighted average
     numbers of shares outstanding during the period.  There are no
     potentially dilutive shares outstanding.  Restatement of the
     prior period for this pronouncement had no effect on the loss per
     share amount.

     Development Stage Activities - The Company has been in the
     development stage since its inception on March 9, 1982.  It has
     conducted no business other than organize as a corporation.  The
     accompanying financial statements have been presented in
     accordance with generally accepted accounting principles, which
     assume the continuity of the Company as a going concern.  The
     Company has been seeking a merger partner and/or beginning a
     business that would generate profits.  As of the date of this
     financial statement, no definitive arrangement has been made.

2.   CAPITALIZATION

     The Company was created March 9, 1982 and has never actively
     engaged in any business activities.  There is no litigation or
     pending litigation.  Fairfax Group, Inc. is a shell that has no
     operations other than seeing possible merger partners.

     During the quarter, the Company has not issued any shares of
     common stock.

3.   INCOME TAXES

     The Company has no provision for taxes as they have net operating
     losses of $139,536.00 that expire in 2012 and 2013.  No deferred
     asset has been recorded, as the possibility of benefiting from
     the operating loss is dependent on the Company achieving
     profitable operations.


<PAGE>    6


Item 2.  Management's Discussion and Analysis or Plan of
         Operation.

(a)  Plan of Operation

     Fairfax Group, Inc. (the "Registrant") is presently a
     development stage company conducting virtually no business
     operation, other than its efforts to effect a merger, exchange of
     capital stock, asset acquisition or other similar business
     combination (a "Business Combination") with an operating or
     development stage business ("Target Business") which desires to
     employ the Registrant to become a reporting corporation under the
     Securities Exchange Act of 1934.  To date, the Registrant has
     neither engaged in any operations nor generated any revenue. It
     receives no cash flow. The Registrant cannot predict to what
     extent its liquidity and capital resources will be diminished
     prior to the consummation of a Business Combination or whether
     its capital will be further depleted by the operating losses, if
     any, of the Target Business which the Registrant effectuates a
     Business Combination with.  No purchase or sale of significant
     equipment or significant changes in the Registrant's number of
     employees are expected prior to the consummation of a Business
     Combination.

     The Registrant does not generate any cash revenue or receive
     any type of cash flow.  Since February of 1997, Fred Keller,
     Trustee, Fred Keller Trust, an affiliate shareholder of the
     Registrant, has made loans to the Registrant on an almost month
     by month basis in the form of demand notes payable bearing
     interest at the prime rate plus two percent adjusted quarterly.
     The Registrant has obtained a written commitment from Fred
     Keller, Trustee, Fred Keller Trust, to continue to make such
     loans to the Registrant during the next 12 months, and management
     considers this commitment sufficient to enable the Registrant to
     meet its cash requirements for the next 12 months. The
     Registrant's operating costs, which includes professional fees
     and costs related to a Business Combination, are likely to
     approximate $100,000 during the next 12 months.

     As of the date of this report, the Registrant has not yet
     identified a Target Business to effectuate a Business Combination
     with. Therefore, the Registrant is unable predict its cash
     requirements subsequent to a Business Combination with the
     unidentified Target Business. Subsequent to the occurrence of a
     Business Combination, the Registrant may be required to raise
     capital through the sale or issuance of additional securities in
     order to ensure that the Registrant can meet its operating costs
     for the remainder of its fiscal year. No commitments of any kind
     to provide additional funds to the Registrant subsequent to a
     Business Combination have been made by management, other
     shareholders or any other third person. Accordingly, there can be
     no assurance that additional funds will be available to the
     Registrant to allow it to cover its expenses subsequent to a
     Business Combination. If the Registrant cannot meet its operating
     costs subsequent to a Business Combination, unless the Registrant
     can obtain additional capital, the Registrant may cease
     operations.


<PAGE>    7

                                 PART II
                            OTHER INFORMATION

Item 1.  Legal Proceedings

          Not Applicable

Item 2.  Change in Securities

          Not Applicable

Item 3.  Defaults Upon Senior Securities

          Not Applicable

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

          Not Applicable

Item 5.  Other Information

          Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

          (a) Financial Data Schedule.

          (b) No reports on Form 8-K were filed during the quarter
              ended August 31, 1999.



                                SIGNATURES

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

                                      FAIRFAX GROUP, INC.
                                      Registrant

Date: September 16, 1999              /s/ Ernest L. Porter
                                      Ernest L. Porter,
                                      Chief Executive Officer

Date: September 16, 1999              /s/ Ernest L. Porter
                                      Ernest L. Porter,
                                      Chief Executive Officer

Date: September 16, 1999              /s/William H. Ritts, III
                                      William H. Ritts, III
                                      Chief Financial Officer and
                                      Secretary




      8.