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 November 30, 2000

[_]  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.)


         222 Lakeview Avenue, Suite 409, West Palm Beach, Florida 33401
 -------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (561) 832-5696
                           ---------------------------
                           (Issuer's telephone number)

              -----------------------------------------------------
              (Former name, former address, and former fiscal year,
                          if changed since last report)










<PAGE>



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 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 January 15, 2001, there were
16,150,000 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
                                November 30, 2000

                                                                            Page
Part I: Financial Information   ..........................................    1
 Item 1. Financial Statements.............................................    2
    Accountant's Review Report...   ......................................    1
    Balance Sheet Unaudited as of November 30, 2000.......................    2

    Statements of Operations for the Quarters Ended November 30, 2000 and
    1999,  Year-To-Date  through  November 30, 2000 and 1999, and for the
    Period from March 1, 1991 (Date of Quasi-Reorganization) Through
    November 30, 2000. ...................................................    3

    Statements of Changes in  Stockholders'  Deficit for the Periods from
    March 1, 1991 (Date of Quasi-Reorganization) Through
    November 30, 2000......................................................   4

    Statements of Cash Flows  Year-To-Date  through November 30, 2000 and
    1999, and for the Period from March 1, 1991 (Date of Quasi-
    Reorganization) Through November 30, 2000...............................  5

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

 Item 2. Management's Discussion and Analysis or Plan of Operation .........  8

Part II:   Other Information ..............................................   9
   Item 1. Legal Proceedings ..............................................   9
   Item 2. Changes in Securities ..........................................   9
   Item 3. Defaults Upon Senior Securities ................................   9
   Item 4. Submission of Matters to a Vote of Security Holders.............   9
   Item 5. Other Information ..............................................   9
   Item 6. Exhibits and Reports on Form 8-K ...............................   9
Signatures ................................................................  10






                                       ii


<PAGE>



PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements



Accountants' Review Report

To the Board of Directors and Stockholders
  of Fairfax Group, Inc.
West Palm Beach, Florida

We have  reviewed  the  accompanying  balance  sheet of Fairfax  Group,  Inc. (a
development stage company) as of November 30, 2000 and the related statements of
operations for the quarters and  nine-month  periods ended November 30, 2000 and
1999 and for the  period  from  March  1,  1991  (date of  quasi-reorganization)
through November 30, 2000. We have also reviewed the related  statements of cash
flows for the  nine-month  periods ended  November 30, 2000 and 1999 and for the
period from March 1, 1991 (date of  quasi-reorganization)  through  November 30,
2000.  Additionally,  we have  reviewed  the  related  statements  of changes in
stockholders'   deficit   for  the   period   from   March  1,  1991   (date  of
quasi-reorganization)  through  November 30, 2000. All  information  included in
these financial  statements is the  responsibility  of the management of Fairfax
Group, Inc.

A review consists  principally of inquiries of company  personnel and analytical
procedures  applied to financial data. 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 our review, 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.



/s/   Michaelson & Co., P.A.
Michaelson & Co., P.A.
December 13, 2000


                             Michaelson & Co., P.A.
                     1655 Palm Beach Lakes, Blvd., Suite 710
                         West Palm Beach, Florida 33401
   Phone: (800) 905-7206; E-Mail: info@michaelsoncpa.com; Fax: (561) 471-1443

                                        1


<PAGE>

<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                November 30, 2000




                         ASSETS
<S>                                                                  <C>

CURRENT ASSETS:
  Cash                                                               $        1,164
                                                                     --------------
                                                                              1,164
                                                                     --------------
TOTAL ASSETS                                                                  1,164
                                                                     ==============


                        LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                              $        5,842
  Stockholder notes payable                                                 309,016
                                                                     --------------
                                                                            314,858
                                                                     --------------

STOCKHOLDERS' DEFICIT:
  Common stock;  $.01 par value,  authorized  50,000,000
     shares at November 30, 2000; 6,150,000 shares issued
     and outstanding at November 30, 2000
                                                                             61,500
  (Deficit) accumulated during the development stage                       (375,194)
                                                                     --------------
                                                                           (313,694)
                                                                     --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                          $        1,164
                                                                     ==============
</TABLE>



              See Accountants' Review Report and Accompanying Notes

                                        2



<PAGE>



<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
               FOR THE QUARTERS ENDED NOVEMBER 30, 2000 AND 1999,
                YEAR-TO-DATE THROUGH NOVEMBER 30, 2000 AND 1999,
                             AND FOR THE PERIOD FROM
     MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH NOVEMBER 30, 2000

                                                                                                           MARCH 1,
                                          FOR THE QUARTERS ENDED                 YTD THROUGH              1991 THROUGH
                                       OV. 30,          NOV. 30,          NOV. 30,          NOV. 30,        NOV. 30,
                                        2000              1999              2000              1999            2000
                                     ---------------   ---------------   --------------  --------------   -------------
<S>                                  <C>               <C>               <C>             <C>              <C>

REVENUES:
  Income                              $            -   $             -   $            -  $            -   $       2,676

                                     ---------------   ---------------   --------------  --------------   -------------
                                                   -                 -                -               -           2,676
                                     ---------------   ---------------   --------------  --------------   -------------

COSTS AND EXPENSES:
  Advertising and promotion                      214                 -              214             186             580
  Licenses, permits & filing
fees                                               -               220              581           1,456           6,511
  Bank service charges                            45                45              135             150             914
  Collection costs                                 -                 -                -               -           1,341
  Contract labor                                   -             704                  -             704          12,735
  Dues and subscriptions                          35                 -               35               -             508
  Rent                                         2,402             9,328           16,744          23,320          70,380
  Interest                                     8,531             4,793           22,527          11,884          47,603
  Office expenses                              1,339             1,024            4,405           3,735          15,677
  Organizational exp. - amort.                     -                 -                -               -           2,150
  Professional fees                           10,131             2,399           23,779          20,511          72,129
  Salaries and payroll taxes                   8,073             8,072           24,277          24,234          91,619
  Travel & entertainment                           -               156                -             233             296
  Miscellaneous expenses                           -                47                -              47              77
                                     ---------------   ---------------   --------------  --------------   -------------
                                              30,770            26,788           92,697          86,460         322,520
                                     ---------------   ---------------   --------------  --------------   -------------

NET (LOSS)                           $       (30,770)  $       (26,788)  $      (92,697) $      (86,460)  $    (319,844)
                                     ===============   ===============   ==============  ==============   =============

(Loss) per share data:
  Basic and diluted                  $         (0.01)  $         (0.00)  $        (0.02) $        (0.01)  $       (0.09)
                                     ===============   ===============   ==============  ==============   =============

  Weighted average shares
          outstanding - basic              6,150,000         6,150,000        6,150,000       6,150,000       3,455,846
                                     ===============   ===============   ==============  ==============   =============
</TABLE>


              See Accountants' Review Report and Accompanying Notes

                                        3



<PAGE>



<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
        FOR THE PERIODS FROM MARCH 1, 1991 (Date of Quasi-Reorganization)
                            THROUGH NOVEMBER 30, 2000

                                                                          (DEFICIT)
                                                                          ACCUMULATED
                                                                          DURING THE
                                                COMMON STOCK              DEVELOPMENT
                                            SHARES         AMOUNT            STAGE             TOTAL
                                           -----------   ------------     --------------  -------------
<S>                                        <C>           <C>              <C>             <C>
BALANCE AT MARCH 1, 1991                     2,150,000          2,150     $            -  $       2,150
Net (loss)                                           -              -                  -              -
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 29, 1992                 2,150,000          2,150                  -          2,150
Net (loss)                                           -              -                  -              -
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1993                 2,150,000          2,150                  -          2,150
Net (loss)                                           -              -                  -              -
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1994                 2,150,000          2,150                  -          2,150
Net (loss)                                           -              -                  -              -
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1995                 2,150,000          2,150                  -          2,150
  Stock issued at par value for cash and
judgements (9/15/95)                         4,000,000          4,000                  -          4,000
Net (loss)                                           -              -           (12,738)       (12,738)
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 29, 1996                 6,150,000          6,150           (12,738)        (6,588)
  Net (loss)                                         -              -            (2,069)        (2,069)
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1997                 6,150,000          6,150           (14,807)        (8,657)
  Net (loss)                                         -              -            (3,423)        (3,423)
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1998                 6,150,000          6,150           (18,230)       (12,080)
  Change in par value (Note 2)                                 55,350           (55,350)              -
  Net (loss)                                         -              -           (99,100)       (99,100)
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 28, 1999                 6,150,000         61,500          (172,680)      (111,180)
  Net (loss)                                         -              -          (109,817)      (109,817)
                                           -----------   ------------     --------------  -------------

BALANCE AT FEBRUARY 29, 2000                 6,150,000         61,500          (282,497)      (220,997)
  Net (loss)                                         -              -           (92,697)       (92,697)
                                           -----------   ------------     --------------  -------------

BALANCE AT NOVEMBER 30, 2000                 6,150,000        $61,500         ($375,194)     ($313,694)
                                           ===========   ============     ==============  =============
</TABLE>

              See Accountants' Review Report and Accompanying Notes

                                        4



<PAGE>


<TABLE>
<CAPTION>
                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)


                            STATEMENTS OF CASH FLOWS
                 YEAR-TO-DATE THROUGH NOVEMBER 30, 2000 AND 1999
                             AND FOR THE PERIOD FROM
     MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH NOVEMBER 30, 2000




                                                                                          MARCH 1,
                                                             YTD THROUGH                1991 THROUGH
                                                                                         NOVEMBER 30,
                                                     NOV. 30,2000      NOV. 30,1999        2000
                                                   --------------  ----------------     ---------------
<S>                                                <C>             <C>                  <C>

CASH FLOW FROM OPERATING ACTIVITIES:
Net (Loss)                                         $     (92,697)  $       (86,460)     $     (319,844)
Adjustments to reconcile net (loss) to net
  cash (used in) operating activities:
  Changes in assets and liabilities:
    Other assets                                               -                 -               4,056
    Accounts payable                                        (937)           (1,051)               (331)
    Accrued expenses                                        5,276            3,038               4,741
                                                   --------------  ----------------     ---------------

  NET CASH (USED IN) OPERATING ACTIVITIES                (88,358)          (84,473)           (311,378)
                                                   --------------  ----------------     ---------------

CASH FLOW FROM FINANCING ACTIVITIES:
  Proceeds from stockholder notes payable                  85,528           85,253             308,543
  Proceeds from issuance of common stock                        -                -               3,999
                                                   --------------  ----------------     ---------------

  NET CASH PROVIDED BY FINANCING
    ACTIVITIES                                             85,528           85,253             312,542
                                                   --------------  ----------------     ---------------

NET INCREASE (DECREASE) IN CASH                            (2,830)             780               1,164

CASH AT BEGINNING OF PERIOD                                 3,994            1,706                   -
                                                   --------------  ----------------     ---------------

CASH AT END OF PERIOD                              $        1,164  $         2,486      $        1,164
                                                   ==============  ================     ===============
</TABLE>




              See Accountants' Review Report and Accompanying Notes

                                        5




<PAGE>




                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
      FOR THE QUARTERS ENDED NOVEMBER 30, 2000 AND 1999 AND FOR THE PERIOD
   FROM MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH NOVEMBER 30, 2000
                        (See Accountants' Review Report)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

           Organization:

           Fairfax Group,  Inc. (the Company) is a development stage enterprise,
           which was incorporated under the laws of the State of Nevada in March
           1982.  On  September  8, 1998,  the  Company  was merged into a newly
           formed Florida Corporation that was incorporated on April 23, 1998.

           The  Company's  offices  are in West Palm Beach,  Florida,  its' only
location.

           Fairfax Group, Inc. presently conducts no business operations,  other
           than to effect a merger, exchange of capital stock, asset acquisition
           or  other  similar   business   combination   with  an  operating  or
           development  stage  business  which  desires to employ the Company to
           become a reporting  corporation under the Securities  Exchange Act of
           1934.

           Method of Accounting:

           The company  reports the results of its operations  using the accrual
           method of  accounting  for both  financial  and income tax  purposes.
           Under this method,  income is recognized when earned and expenses are
           deducted when incurred. The accounting policies of the Company are in
           accordance with generally accepted accounting  principles and conform
           to the standards applicable to development stage companies.

           Use of Estimates:

           The preparation of financial  statements in conformity with generally
           accepted accounting  principles requires management to make estimates
           and assumptions that affect certain reported amounts and disclosures.
           Accordingly, actual results could differ from those estimates.

           Stockholder Notes Payable:

           The  stockholder  notes  payable  consists  of  demand  notes  to the
           majority  stockholder bearing interest at the prime rate as published
           in the Wall Street Journal, plus two percent, adjusted quarterly. The
           interest  rate used during the quarter  ended  November  30, 2000 was
           11.5%.

           Income Taxes:

           The Company has no taxable  income to date;  therefore,  no provision
           for  federal or state  taxes has been  made.  The  Company  had a net
           operating loss (NOL)  carryforward  at February 29, 2000 amounting to
           $113,726.  The expiration dates associated with this carryforward are
           as follows:


 YEAR ENDED            NOL           YEAR EXPIRES
 ----------            ---           ------------

   2/28/96     $      10,943           2011
   2/28/97             1,704           2012
   2/28/98             1,979           2013
   2/28/99            99,100           2019
               -------------
               $     113,726
               =============


                                        6


<PAGE>




                               FAIRFAX GROUP, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
      FOR THE QUARTERS ENDED NOVEMBER 30, 2000 AND 1999 AND FOR THE PERIOD
   FROM MARCH 1, 1991 (Date of Quasi-Reorganization) THROUGH NOVEMBER 30, 2000
                        (See Accountants' Review Report)


1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (continued)

Although  deferred tax assets existed at November 30, 2000,  they were offset in
full by a valuation allowance due to the uncertainty of future recovery.

           Computation of Net Loss Per Share:

In February 1997, the Financial  Accounting Standards Board issued SFAS No. 128,
Earnings Per Share.  The Company has reflected the provisions of SFAS No. 128 in
the accompanying  consolidated  financial  statements for all periods presented.
SFAS 128 replaces the  presentation of primary Earnings Per Share ("EPS") with a
presentation  of basic EPS, which excludes  dilution and is computed by dividing
income or loss available to common  shareholders by the weighted  average number
of common shares  outstanding  for the period.  The Statement  also requires the
dual  presentation of basic and diluted EPS on the face of the income  statement
for all entities with complex capital structures.  During the periods presented,
the Company did not have a complex capital structure.

           Related Party Transactions:

The Company  entered into a business lease  agreement with an entity  affiliated
with the majority  shareholder  beginning  April 8, 1998. On March 13, 2000, the
lease was extended for one year beginning  April 15, 2000. The lease includes an
annual base rent of $27,200 plus sales tax for office  facilities and equipment.
Before this date,  the majority  shareholder  allowed the Company to utilize the
office space and equipment for free.


2.                   PAR VALUE

           On  February 5, 1999,  par value was  changed  from $.001 to $.01 per
share.


3.                   SUBSEQUENT EVENT:

On December 11, 2000, the Company's  affiliate  shareholder entered into a Stock
Purchase Agreement,  which provides for the buyer to acquire 4,200,000 shares of
the  Company's  outstanding  common  stock  held by the seller in  exchange  for
$2,000. Additionally, pursuant to a Substitution of Debtor Agreement of the same
date, the buyer promised to assume and discharge all of the debts of the Company
owed to The Keller  Trust in the amount of $323,000 and repay this amount to The
Keller  Trust.  The seller  also agreed to enter into an option  agreement  with
unrelated  third  parties  whereby  the  seller  granted an option to such third
parties to acquire  an  aggregate  of up to  1,600,000  shares of the  Company's
outstanding  common stock held by the seller in exchange for an aggregate amount
of up to $30.

On December  21, 2000,  the stock  purchase  transaction  closed and a change of
control resulted.


                                        7





<PAGE>


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

     (a)  Plan of Operation

     This Quarterly Report on Form 10-QSB should be read in conjunction with our
unaudited  financial  statements  included  as part of this Form 10- QSB Report.
This Quarterly Report on Form 10-QSB contains  forward-looking  statements.  For
this  purpose,  any  statements  contained  in it  that  are not  statements  of
historical fact should be regarded as forward looking  statements.  For example,
the words  "believes,"  "anticipates,"  "plans," and  "expects"  are intended to
identify  forward-looking  statements.  There are a number of important  factors
that could cause our Company's  actual results to differ  materially  from those
indicated by such forward-looking statements.

     Fairfax  Group,  Inc.  (the  "Company")  is presently a  development  stage
company  conducting  virtually  no  business  operation,  other than 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 our Company to become a
reporting corporation under the Securities Exchange Act of 1934.

    On or about December 21, 2000, a Stock Purchase  Agreement(the  "Agreement")
was closed between Charles Adams, Fred Keller("Keller") and Fred Keller, Trustee
("KellerTrsut").  The Agreement  provided for Charles Adams to acquire 4,200,000
shares of the Company's  outstanding Common Stock held by Keller in exchange for
$2,000. Additionally pursuant to a Substitution of Debtor Agreement, of the same
date, which was attached and made a part of the Agreement, the buyer promised to
assume and  discharge all of the debts of the Issuer owed to Keller Trust in the
amount of $323,000 and repay this amount to Keller Trusts.

RIGHT TO DESIGNATE DIRECTORS; THE DESIGNEE

     The Board of  Directors  of the  Company  currently  consists  of three (3)
members.  Each  director  holds office until his or her successor is elected and
qualified  or  until  his  or  her  death,  resignation  or  removal.  When  the
Transaction  closed, the former directors of the Company resigned,  and prior to
resigning,  named the Designee,  Charles Adams,  to the Board as successor.  The
Designee has agreed to act as a director.

       The  purpose  of  the  transaction  was to grant control of the Issuer to
Charles  Adams.  Mr. Adams is an  affiliate  shareholder  of the Issuer,  and is
seeking candidates for merger with or acquisition by the Issuer.

     We do not generate any cash revenue or receive any type of cash flow. Since
February of 1997, Fred Keller,  Trustee, Fred Keller Trust, one of our affiliate
shareholders, has made loans to our Company 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 Company obtained a written commitment from Fred
Keller,  Trustee,  Fred  Keller  Trust,  to  continue  to make such loans to the
Company  during the next 12 months.  This  commitment was terminated on December
21,  2000,  and  assumed by Mr.  Adams.  Management  considers  this  commitment
sufficient  to enable  the  Company to meet its cash  requirements  for the next
twelve (12) months.  Our operating costs,  which includes  professional fees and
costs  related to a Business  Combination,  are  likely to  approximate  $50,000
during the next 12 months.


<PAGE>



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

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

    On December 21, 20000, the major stockholders of the Company entered into an
a Stock Purchase  Agreement(the  "Agreement")  with Charles Adams. The Agreement
provided  for  Charles  Adams  to  acquire  4,200,000  shares  of the  Company's
outstanding  Common  Stock in exchange  for $2,000.  Additionally  pursuant to a
Substitution of Debtor Agreement,  of the same date, which was attached and made
a part of the  Agreement,  the buyer promised to assume and discharge all of the
debts of the Issuer owed to the Keller Trust in the amount of $323,000 and repay
this amount to Keller Trusts.

    The purpose of the transaction was to grant control of the Issuer to Charles
Adams.  Mr.  Adams is an  affiliate  shareholder  of the Issuer,  and is seeking
candidates for merger with or acquisition by the Issuer.

     The principal  executive office of the Company is currently located at 6758
North Military  Trail,  Suite 303, West Palm Beach,  Florida 33407.  The current
principal  office of the Company is located at 222 Lakeview  Avenue,  Suite 409,
West Palm Beach, Florida 33401.



<PAGE>



    Copies of the  Agreement and has been filed as an Exhibit to the Company's 8
K which was filed with the Securities and Exchange Commission on January 3, 2001
and is incorporated herein by reference.

           On  December  21,  2000,  the  Board  of  Directors  of  the  Company
authorized the issuance of 10,000,000  shares of the common stock of the Company
to  Charles  Adams as  reimbursement  to him of  proceeds  and  future  costs of
operations  of the  Company  advanced  by  Mr.  Adams.  Such  advances  are  not
anticipated to exceed $10,000. These shares are included as currently issued and
outstanding shares as of January 15, 2001.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Financial Data Schedule.
     (b)   The  Company  filed a Form  8-K  with  the  Securities  and  Exchange
           Commission  (the  "SEC") on January 3, 2001 to reflect  the change in
           control of the registrant.

<TABLE>
<S>             <C>
Exhibit No.     Description
-----------     --------------------------------------------------------
   3.1          Articles of Incorporation.(1)
   3.2          Amended Articles of Incorporation      (1)
   3.3          Bylaws.(1)
   4.1          Articles of Incorporation (1)
   4.2          Amended Articles of Incorporation (1)
   4.3          Bylaws.(1)
  10.1          Articles of Merger (Agreement and Plan of Merger incorporated therein).(1)
  10.2          Business Lease.(1)
  10.3          Ernest Porter Employment Contract.(1)
  10.4          Specimen Sample of Demand Promissory (1)
                Notes made by the Company to Fred Keller.(1)
</TABLE>

(1)  Incorporated herein by reference to the Company's Registration Statement on
     Form 10- SB.


                                   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: January 16, 2001        /s/ Charles Adams
                              -------------------------------------
                              Charles Adams, Sole Officer & Director