SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10 - QSB

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

For the quarter ended September 30, 2000

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

For the transaction period from _____________________ to ______________________

                           Commission File No. 0-28117

                                  Eco-Rx, Inc.
                                  ------------
        (Exact name of Small Business Issuer as Specified in its charter)

          Florida                                          65-0569329
          -------                                          ----------
(State or other jurisdiction of                 (IRS employer Identification No)
incorporation or organization)


                            2051 Northeast 191 Drive
                           North Miami Beach, FL 33179
                           ---------------------------
                    (Address of Principal Executive Offices)

                                 (305) 937 1862
                                 --------------
                           (Issuer's Telephone Number)

                                 Not applicable
                                 --------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Common Stock, $0.001 par value         At November 1, 2000            6,842,939
Preferred Stock, $0.001 par value      At November 1, 2000            None

Transitional Small Business Disclosure Format: Yes [  ]  No [ x ]


<PAGE>

                                  ECO-Rx, INC.

                              INDEX TO FORM 10-QSB

PART I.   FINANCIAL INFORMATION

             Item 1.  Consolidated Financial Statements

                      Consolidated Balance Sheets as of September 30, 2000
                      and 1999

                      Consolidated Statements of Operations for the Three
                      Months Ended September 30, 2000 and 1999 and the Nine
                      Months Ended September 30, 2000 and 1999 (unaudited)

                      Consolidated Statements of Stockholders' Deficit

                      Consolidated Statements of Cash Flows for the Nine
                      Months Ended September 30, 2000 and 1999 (unaudited)

             Item  2. Management's discussion and Analysis of Financial
                      Condition and Results of Operations.

PART II.  OTHER INFORMATION


             Item 1.  Legal Proceedings

             Item 2.  Changes in Securities

             Item 3   Defaults Upon Senior Securities

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

             Item 5.  Other Information

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



                                      2

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>

<S>                                                        <C>            <C>
CURRENT ASSETS
     Cash                                                  $    27,055    $       499

FURNITURE AND EQUIPMENT, NET                                     8,983          7,114

OTHER ASSETS                                                    12,137          2,755
                                                           -----------    -----------

               TOTAL ASSETS                                $    48,175    $    10,368
                                                           ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Current portion of lease obligation                   $    19,978         10,416
     Accounts payable and accrued expenses                     484,368        226,935
     Notes payable to stockholders                             532,200        350,000
                                                           -----------    -----------

               TOTAL CURRENT LIABILITIES                     1,036,546        587,351

LEASE OBLIGATION                                                    --      18,958.00
                                                           -----------    -----------

               TOTAL LIABILITIES                           $ 1,036,546    $   606,309
                                                           -----------    -----------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT
     Preferred stock - $.001 par value, 5,000,000 shares
     authorized; none issued and outstanding
     Common stock - $.001 par value, 10,000,000 shares
     authorized; 5,842,939 shares issued and outstanding         6,953          5,843
     Additional paid-in capital                              1,256,439      1,247,376
     Deficit accumulated during the development stage       (2,251,763)    (1,849,160)
                                                           -----------    -----------

               TOTAL SHAREHOLDERS' DEFICIT                    (988,371)      (595,941)
                                                           -----------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT                $    48,175    $    10,368
                                                           ===========    ===========
</TABLE>


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

                                      3

<PAGE>
ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                                     For the Period
                                                                                                                       27-Feb-95
                                                                                                                       (Inception)
                                                      Three Months Ended                 Nine Months Ended            thru September
                                                         September 30,                     September 30,                30, 2000
                                                    2000              1999             2000              1999           (Unaudited)
                                                -----------       -----------       -----------       -----------       -----------
<S>                                             <C>               <C>               <C>               <C>               <C>
REVENUES                                        $        --       $        --       $        --       $        --       $        --
                                                -----------       -----------       -----------       -----------       -----------
COSTS AND EXPENSES
   General and administrative                        70,451            43,647           236,551           127,185         1,592,149
   Asset impairment                                   5,307                --
   Depreciation and amortization                      2,080             2,271             6,240             6,813            61,454
   Interest                                          21,077            35,066            59,426             6,848           187,348
   Research and development                          14,370            18,225             4,441            83,080
   Abandonment of property                               --           384,917
                                                -----------       -----------       -----------       -----------       -----------

     TOTAL EXPENSES                                (107,978)          (80,984)         (320,442)         (150,594)       (2,308,948)

INTEREST INCOME                                          --                --                --                --             8,227

OTHER INCOME                                             --                --                --                --            50,000
                                                -----------       -----------       -----------       -----------       -----------
LOSS BEFORE CUMULATIVE EFFECT
   OF  CHANGE IN ACCOUNTING
   PRINCIPLE                                    $  (107,978)          (80,984)         (320,442)         (150,594)       (2,250,721)

CUMULATIVE EFFECT OF
   CHANGE IN  ACCOUNTING
   PRINCIPLE                                             --                --                --                --            (1,042)
                                                -----------       -----------       -----------       -----------       -----------

NET LOSS                                           (107,978)          (80,984)         (320,442)         (150,594)       (2,251,763)
                                                ===========       ===========       ===========       ===========       ===========

BASIC AND DILUTED NET LOSS PER
SHARE OF COMMON STOCK:

Loss before cumulative effect of
   change in accounting principle               $     (0.02)      $     (0.01)      $     (0.05)      $     (0.03)      $     (0.39)

Cumulative effect of change
   in accounting principle                               --                --                --                --                --
                                                -----------       -----------       -----------       -----------       -----------
BASIC AND DILUTED NET LOSS
   PER SHARE                                    $     (0.02)      $     (0.01)      $     (0.05)      $     (0.03)      $     (0.39)
                                                -----------       -----------       -----------       -----------       -----------
SHARES USED IN THE CALCULATION
   OF BASIC AND DILUTED NET LOSS
   PER SHARE                                      5,842,939         5,836,439         5,842,939         5,836,439         5,842,939
                                                ===========       ===========       ===========       ===========       ===========
</TABLE>

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

                                       4

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                        Deficit
                                                                                                       Accumulated
                                                                                       Additional       During the
                                                              Common Stock              paid-in        Developement
                                                         Shares        Par Value        Capital           Stage             Total
                                                       ----------      ----------      ----------       ----------       ----------
<S>                                                     <C>             <C>            <C>             <C>               <C>
Balances at February 27, 1995
   (inception)(unaudited)                                      --              --              --               --               --

Common stock issued for cash
   (unaudited)                                          3,700,497           3,700          89,015               --           92,715
                                                       ----------      ----------      ----------       ----------       ----------

Balances at December 31, 1995
   (unaudited)                                          3,700,497           3,700          89,015               --           92,715
                                                                                                                         ----------

Common stock issued for cash
   (unaudited)                                             94,228              94          59,906               --           60,000
                                                                                                                         ----------

Net loss (unaudited)                                           --              --              --         (168,096)        (168,096)
                                                       ----------      ----------      ----------       ----------       ----------
Balances at December 31, 1996
   (unaudited)                                          3,794,725           3,794         148,921         (168,096)         (15,381)
                                                                                                                         ----------

Common stock issued for cash                              946,727             947         698,208               --          699,155

Common stock issued in
   connection with loan payable                            10,000              10             (10)              --               --

Net loss                                                       --              --              --         (801,109)        (801,109)
                                                       ----------      ----------      ----------       ----------       ----------

Balances at December 31, 1997                           4,751,452           4,751         847,119         (969,205)        (117,335)

Common stock issued for cash
   and stock subscription receivable                      112,000             112         213,888               --          214,000

Conversion of loan payable to
   common stock                                            75,000              75         149,925               --          150,000

Common stock issued for services                          897,987             898          85,632               --           86,530

     Less:  Cost of services (paid)
     with commn stock (above)
     related to issuing common stock                           --              --         (70,480)              --          (70,480)

Net loss                                                       --              --              --         (731,814)        (731,814)
                                                       ----------      ----------      ----------       ----------       ----------

Balances at December 31, 1998                           5,836,439           5,836       1,226,084       (1,701,019)        (469,099)
                                                       ----------      ----------      ----------       ----------       ----------
</TABLE>

                                        5

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                      Deficit
                                                                                                     Accumulated
                                                                                    Additional       During the
                                                         Common Stock                 paid-in        Developement
                                                     Shares         Par Value         Capital            Stage            Total
                                                   ----------       ----------       ----------        ----------        ----------
<S>                                                <C>             <C>               <C>               <C>               <C>
Common stock issued for cash                            6,500                7           32,493                --            32,500

     Less:  Cost of services
       related to registration                             --               --          (11,201)               --           (11,201)

Net Loss                                                   --               --               --          (230,302)         (230,302)
                                                   ----------       ----------       ----------        ----------        ----------

Balances at December 31, 1999                       5,842,939            5,843        1,247,376        (1,931,321)         (678,102)

Common stock issued for
services                                            1,110,000            1,110           16,656                --            17,766

Common stock adjustment - 1999                            400               --               --                --                --

     Less:  Cost of services
       related to registration                             --               --           (7,593)               --            (7,593)

Net Loss for the Nne Month
Period ending September 30, 2000                           --               --               --          (320,442)         (320,442)
                                                   ----------       ----------       ----------        ----------        ----------

Balances at September 30, 2000                      6,953,339            6,953        1,256,439        (2,251,763)         (988,371)
                                                   ==========       ==========       ==========        ==========        ==========
</TABLE>



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


                                       6

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                     For the Period
                                                                                                        27-Feb-65
                                                              Nine Months         Nine Months           (Inception)
                                                                 Ended               Ended           through September
                                                              September 30,       September 30,           30, 2000
                                                                   2000               1999               Unaudited)
                                                              -------------      -------------       -----------------
<S>                                                            <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                    ($  320,442)         ($  150,594)         ($2,251,763)
                                                               -----------          -----------          -----------
   Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                                   6,240                6,813               61,454
     Abandonment of property                                            --                   --              384,917
     Adjustment to inventory for impairment                             --                   --               35,384
     Services received in exchange for stock                        16,000                   --               32,050
     Consulting fee paid by reclassifying
      advances to stockholders                                          --                   --              205,587
     Cumulative effect of change in accounting
      principle                                                         --                   --                1,042
     Changes in operating assets and liabilities
      Inventory                                                         --                5,307             (120,791)
      Advances to shareholders                                          --               15,000             (205,587)
      Other assets                                                  (9,382)                  --              (86,960)
      Accounts payable and accrued expenses                        209,901               (6,995)             484,368
                                                               -----------          -----------          -----------

            TOTAL ADJUSTMENTS                                      222,759               20,125              791,464
                                                               -----------          -----------          -----------
            NET CASH USED IN OPERATING
              ACTIVITIES                                           (97,683)            (130,469)          (1,460,299)
                                                               -----------          -----------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of fixed assets                                   --                   --               16,000
   Capital expenditures                                             (6,448)                  --             (260,078)
                                                               -----------          -----------          -----------
            NET CASH PROVIDED BY (USED IN)
              INVESTING ACTIVITIES                                  (6,448)                  --             (244,078)
                                                               -----------          -----------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

   Proceeds from stockholder loans                                 164,900               10,000              649,000
   Proceeds from loans other                                       100,000              100,000
   Proceeds from issuance of common stock                            1,766               23,750            1,231,211
   Expense related to registration                                  (7,593)                  --             (149,869)
   Repayment of stockholder loan                                   (50,000)                  --              (66,800)
   Payment of lease obligation                                      (4,648)              (3,618)             (32,110)
                                                               -----------          -----------          -----------
</TABLE>

                                       7

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
================================================================================
<TABLE>
<CAPTION>
                                                                                                     For the Period
                                                                                                       27-Feb-65
                                                             Nine Months         Nine Months           (Inception)
                                                                Ended               Ended            through September
                                                             September 30,       September 30,            30, 2000
                                                                 2000                1999               Unaudited)
                                                             -------------       -------------        ----------------
<S>                                                           <C>                  <C>                 <C>
            NET CASH PROVIDED BY
              FINANCING ACTIVITIES                              104,425              130,132             1,731,432
                                                               --------            ---------            ----------

NET INCREASE (DECREASE) IN CASH                                     294                 (337)               27,055

CASH AT BEGINNING OF YEAR                                        26,761                  836                    --
                                                               --------            ---------            ----------

CASH AT END OF PERIOD                                          $ 27,055            $     499            $   27,055
                                                               ========            =========            ==========

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION:

    Cash paid for interest                                     $     --            $  22,063            $   56,994
                                                               ========            =========            ==========

    Cash paid for income taxes                                 $     --            $      --            $       --
                                                               ========            =========            ==========
SUPPLEMENTAL SCHEDULE OF NON-CASH
   INVESTING AND FINANCING ACTIVITIES

    Leased equipment                                           $     --            $      --            $   52,088
                                                               ========            =========            ==========
    75,000 shares of common stock issued in
    exchange for settlement of outstanding
    note to a stockholder                                      $     --            $      --            $  150,000
                                                               ========            =========            ==========
    897,987 shares of common stock issued
    in exchange for services received (net of
    $70,480 charged to additional-paid-in
    capital as expenses of placing common
    stock)                                                     $     --            $  16,050            $   16,050
                                                               ========            =========            ==========
    1,000,000 shares of common stock issued
    in exchange for services received (net of
    $5,827 charged to additional-paid-in
    capital as expenses of placing common
    stock)                                                     $ 10,173            $      --            $   10,173
                                                               ========            =========            ==========
</TABLE>

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

                                       8
<PAGE>
ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 1 -          NATURE OF BUSINESS

                         ECO-Rx, Inc. f/k/a Eco-Aire Company, Inc. has been in
                         the development stage since its incorporation in the
                         State of Florida on February 27, 1995. The Company's
                         mission is to pioneer the technology, design and
                         manufacturing of air purification equipment for the
                         destruction of pathogens and for the efficient and
                         effective removal of odors, allergy and asthma causing
                         agents, pollutants and certain gases from indoor air
                         environments.

                         On September 15, 2000, the Company's Board of Directors
                         approved a 1 for 20 reverse stock split of the
                         Company's outstanding Common Stock and that the
                         Articles of Incorporation be Amended in order to
                         effectuate the Reverse Stock Split. The percent of
                         class owned prior to the reverse stock and after the
                         reverse stock split remains the same. After an
                         effective period of time, this will be filed with the
                         Secretary of State of the State of Florida. A statement
                         of the proposed filing was made with the Securities and
                         Exchange Commission and a notice of the Boards action
                         and a copy of the Amendment was sent to the
                         shareholders in October.

                         The consolidated financial statements include the
                         accounts of ECO-Rx, Inc. f/k/a Eco-Aire Company, Inc.
                         and its wholly owned subsidiary, Eco-Aire Marketing,
                         Inc., collectively referred to as the "Company".
                         Eco-Aire Marketing, Inc. is inactive and ECO-Rx, Inc.
                         f/k/a Eco-Aire Company, Inc.'s investment in said
                         company has been eliminated in consolidation.


NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  (A)    INVENTORIES

                         Inventories are stated at the lower of cost (first-in,
                         first-out) or market and consist primarily of metal,
                         bulbs, ballasts, machines in process and miscellaneous
                         supplies. In the third quarter of 1999, the Company
                         wrote off $5,307 of items previously included in
                         inventory, as they believed that these items may not
                         have any value in future operations.

                  (B)    FURNITURE AND EQUIPMENT

                         The Company's furniture and equipment is stated at
                         cost. Depreciation is computed on the straight line
                         method over the estimated useful lives of the assets,
                         which range from 3 to 5 years.



                                       9

<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  (C)    ASSET IMPAIRMENT

                         Assets are considered impaired when, based upon current
                         information and events, it is probable that the Company
                         will not realize an economic benefit on the recorded
                         assets. Impairment is measured on an asset specific
                         basis based upon the fair value of the assets or the
                         discounted expected future cash flows.

                  (D)    ORGANIZATIONAL COSTS

                         Organizational costs have been expensed in accordance
                         with Statement of Position 98-5, "Reporting on the
                         Costs of Start-up Activities" ("SOP 98-5"). SOP 98-5
                         provides guidance on the financial reporting of
                         start-up costs and organization costs. It requires
                         costs of start-up activities and organization costs to
                         be expensed as incurred. During 1998, the Company
                         expensed $1,042 of organization costs, as a result of
                         SOP 98-5, which is reflected as a cumulative effect of
                         change in accounting principle in the consolidated
                         statement of operations

                  (E)    INCOME TAX

                         Effective January 1, 1996, the Company, with the
                         consent of its stockholders, elected to be treated as
                         an "S" Corporation for income tax purposes. Under this
                         election, federal and state income taxes are payable by
                         the individual stockholders rather than the Company.
                         Accordingly, no provision or liability for income taxes
                         had been included in the consolidated financial
                         statements through December 31, 1997.

                         On September 30, 1998, the Company terminated its
                         election to be treated as an S Corporation. The Company
                         now accounts for income taxes in accordance with
                         Statement of Financial Accounting Standards No. 109,
                         "Accounting for Income Taxes" ("SFAS No. 109"). SFAS
                         No. 109 requires recognition of deferred tax
                         liabilities and assets for the expected future tax
                         consequences of events that have been included in the
                         financial statements or tax returns. Deferred tax
                         liabilities and assets are determined based on
                         temporary differences between the financial statement
                         and tax bases of assets and liabilities using enacted
                         tax rates in effect for the year in which the
                         differences are expected to reverse. The effect on
                         deferred tax liabilities and assets of a change in tax
                         rates is recognized in income in the period that
                         includes the enactment date.


                                       10
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  (F)    EARNINGS PER SHARE

                         Earnings per share is determined in accordance with
                         Statement of Financial Accounting Standards No. 128,
                         "Earnings Per Share". This statement establishes
                         standards for computing and presenting earnings per
                         share ("EPS"). It replaces the presentation of primary
                         EPS with a presentation of basic EPS. This statement
                         requires restatement of all prior-period EPS data
                         presented.

                         The net loss per share is computed by dividing the net
                         loss for the period by the weighted average number of
                         shares outstanding (as adjusted retroactively for the
                         dilutive effect of common stock options) for the period
                         plus the dilutive effect of outstanding common stock
                         options and warrants considered to be common stock
                         equivalents. Stock options and other common stock
                         equivalents are excluded from the calculations as their
                         effect would be anti-dilutive. Common stock issued for
                         nominal consideration is deemed outstanding for all
                         historical periods.

                         Basic and diluted earnings per share amounts are equal
                         because the Company has a net loss and consideration of
                         the outstanding options, warrants and their equivalents
                         would result in anti-dilutive effects to earnings per
                         share.

                         The number of shares used to compute EPS was
                         5,842,939 and 5,836,439 for the period ended September
                         30, 2000 and 1999, respectively.

                  (G)    USE OF ESTIMATES

                         The preparation of financial statements in conformity
                         with generally accepted accounting principles requires
                         management to make estimates and assumptions that
                         affect the reported amounts of assets and liabilities
                         and disclosures of contingent assets and liabilities at
                         the date of the financial statements and the related
                         reported amounts of revenues and expenses during the
                         reporting period. Actual results could differ from
                         those estimates made in preparation of the financial
                         statements.

                  (H)    CONCENTRATIONS OF CREDIT RISK

                         A major portion of the Company's business is expected
                         to be conducted using its patented technology.
                         Consequently, the Company's profitability may be
                         subjected to changes in technology and its use in
                         commerce, as well as, the enforceability of its patent.


                                       11
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 2 -          SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

                  (I)    READINESS FOR YEAR 2000

                         The Year 2000 issue is the result of computer programs
                         being written using two digits rather than four to
                         define the applicable year. As a result, those computer
                         programs having time-sensitive software would recognize
                         a date using "00" as the year 1900 rather than the year
                         2000. The Company is in its development stage and does
                         not have sophisticated computer equipment that may
                         cause the Year 2000 issue to adversely affect its
                         operations.

                  (J)    NEW ACCOUNTING PRONOUNCEMENTS

                         The Company has adopted Statement of Financial
                         Accounting Standards No. 130, "Reporting Comprehensive
                         Income" ("SFAS No. 130") effective for the period
                         ending December 31, 1998. SFAS No. 130 requires
                         companies to report by major components and in total,
                         the change of its net assets during the period from
                         non-owner sources. The adoption of SFAS No. 130 did
                         not have a significant effect on the Company's
                         financial position, results of operations, or cash
                         flow, since the Company does not have any components
                         of comprehensive income, other than net income/(loss)
                         from operations.

                         During 1998, the Company adopted Statement of
                         Financial Accounting Standards No. 131, "Disclosures
                         about Segments of an Enterprise and Related
                         Information" ("SFAS No. 131"). SFAS No. 131
                         establishes standards for the way companies report
                         information about operating segments in annual
                         financial statements and establishes standards for
                         related disclosures about products and services,
                         geographic areas and major customers. The Company's
                         air purification business is currently the only
                         segment reportable under SFAS No. 131.

                  (K)    PATENTS

                         The Company has applied for several patents in
                         connection with its technology. There are no assurances
                         that the patents will be granted.

                  (L)    OTHER INCOME

                         The Company received $50,000 as part of a letter of
                         intent to enter into an agreement with a third-party to
                         produce air purification machines to be sold by the
                         third-party. The letter of intent expired in 90 days,
                         without the consummation of the contract. The $50,000
                         is reflected as other income in the cumulative column
                         in the consolidated statement of operations.


                                       12
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

NOTE 3 -          DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN

                  Since formation, the Company's operations have been devoted
                  primarily to:

                  o Raising capital
                  o Developing its product
                  o Obtaining financing
                  o Developing its marketing plan

                  Accordingly, the Company is considered to be in the
                  development stage, as its planned production and sales have
                  not yet commenced.

                  Management's plans include the following:

                  o Commencement of production and development of new products
                  o Implementation of sales and leasing of commercial units
                  o Pursuing licensing agreements for the technology

                  The Company has made progress expanding the patent coverage
                  and marketing strategy. The Company has adopted a plan to
                  implement certain courses of action for raising capital and
                  marketing. The Company has also held presentations for major
                  companies to license the technology and sell or distribute its
                  products.

                  The Company has been in the development stage since its
                  inception on February 27, 1995. These statements are presented
                  on the basis that the Company will continue as a going
                  concern. This contemplates the realization of assets and the
                  satisfaction of liabilities in the normal course of business
                  over a reasonable length of time. As shown in the accompanying
                  consolidated financial statements, the Company has incurred
                  net losses since its inception and no revenues. As of
                  September 30, 2000, current liabilities exceeded current
                  assets by approximately $1,009,491.

                  These factors, as well as the Company's ability to obtain
                  additional long-term financing, adequate stockholder capital
                  contributions, future equity funding and achieve and maintain
                  profitable operations, raise substantial doubt about the
                  Company's ability to continue as a going concern. The
                  consolidated financial statements do not include any
                  adjustments that might result from the outcome of these
                  uncertainties.

NOTE 4 -          FURNITURE AND EQUIPMENT, NET

                  These accounts consist of the following as of September 30,
                  2000:

                  Furniture and equipment                           $    43,982
                  Less accumulated depreciation                          34,999
                                                                    -----------
                                                                    $     8,983
                                                                    ===========

                  Depreciation expense for the nine months ended September 30,
                  2000 and 1999 was $6,240 and $6,813, respectively.


                                       13
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 5 -          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

                  These accounts consist of the following as of September 30,
                  2000:

                  Accounts payable                                $    337,364
                  Accrued interest                                     113,605
                  Other                                                 33,400
                                                                  ------------
                                                                  $    484,369
                                                                  ============

NOTE 6 -          NOTES PAYABLE TO STOCKHOLDERS
<TABLE>
<CAPTION>
<S>               <C>                                                                   <C>
                  The notes payable to stockholders as of September 30, 2000 is
                  comprised of the following:

                  Note accruing interest at 10%; all unpaid interest and
                  principal became due June, 1998, and is personally guaranteed
                  by three of the Company's stockholders. As of December 31,
                  1999 this note was payable on demand and was accruing interest
                  at the default rate of 18%.                                            $   100,000

                  Note accruing interest at 12%; maturing the earlier of: (a)
                  the infusing of gross proceeds of $300,000 in additional debt
                  or equity capital, (b) the closing of an initial public
                  offering or "reverse merger" of the Company into a publicly
                  traded entity, or (c) December 31, 1999. Subsequent to
                  December 31, 1999 the Company repaid $50,000 of this note. The
                  balance is due on demand and is accruing interest at the
                  default rate of 18%.                                                        50,000

                  Unsecured loan, interest accruing at 8.75% payable annually
                  commencing December, 1996. Loan matured December, 1998 at
                  which time all principal and unpaid interest was due. As of
                  December 31, 1999 this note was payable on demand and was
                  accruing interest at the default rate of 18%.                               80,000


                  Various unsecured loans, interest accruing at 15%, with
                  original maturity dates ranging from January, 1999 to March,
                  1999. These notes were renewed and now have maturity dates at
                  the end of 2000.                                                           219,900

                  Various unsecured loans, interest accruing at 12%, with
                  maturities through December 2000.                                           82,300
                                                                                         -----------
                                                                                         $   532,200
                                                                                         ===========
</TABLE>

                  The Company has committed to issue certain shares of common
                  stock to certain lenders. The amounts and ratios of shares
                  are to be determined.


                                       14
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


NOTE 7 -          COMMITMENTS AND CONTINGENCIES

                  GOVERNMENTAL REGULATIONS

                  The Company's technology meets all standards and regulations
                  set by governmental regulatory agencies. If in the future the
                  Company becomes subject to supervision and regulation by
                  governmental regulatory agencies this could impact and have a
                  material adverse effect on the Company's business, financial
                  condition or results of operations.

                  LITIGATION

                  The Company, from time to time, is a defendant in legal
                  actions arising from normal business activities. The Company
                  has been served with litigation demanding payment for services
                  from its prior auditor. The Company has responded with answers
                  to the complaint and with a counter suit for malpractice.

                  LEASE OBLIGATION

                  In March, 1997, the Company entered into a noncancelable
                  equipment lease totaling $52,088. The factory in which this
                  equipment was located was abandoned during 1997. The Company,
                  however, could not cancel this lease and therefore, continues
                  to make monthly payments.

                  Future minimum lease payments under this lease as of September
                  30, 2000 consisted of the following:

                        Twelve months ending September 30,

                                                     2001          $  19,978
                                                                   =========

                  Rental expense for all operating leases amounted to
                  approximately $4,700 during the first nine months of 2000.
                  There was no rental expense during 1999.

                  In April, 2000, the Company executed a five year lease for
                  space in Hollywood, Florida to house the administrative
                  office, product assembly and shipping operations. The lease
                  also contains an option to renew for an additional five years.

                  At the present time the Company is going to sublease the space
                  as the assembly will be done by a vendor in the New England
                  area.


                                       15
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


                  Future minimum lease payments under this lease consisted of
                  the following:

                        Twelve months  ending September 30,

                                2000                                $  31,038
                                2001                                   53,208
                                2002                                   54,279
                                2003                                   55,863
                                2004                                   57,764
                                Thereafter                             24,460
                                                                    ---------
                                                                    $ 276,612
                                                                    =========
NOTE 8 -          STOCKHOLDERS' DEFICIT

                  LOSS PER SHARE

                  Loss per share is computed by dividing net loss by the number
                  of outstanding shares of common stock. Net loss per share for
                  the periods presented does not include the effects of stock
                  options and warrants because their effects would be
                  anti-dilutive.

                  The following table sets forth the computation of net loss per
                  share:
<TABLE>
<CAPTION>
                                                                                                        For the Period
                                                                                                         February 27,
                                                                                                            1995
                                                                                                         (inception)
                                                                  Ended               Ended                through
                                                               September 30,       September 30,         September 30,
                                                                  2000                 1999                  2000
                                                               ===========          ===========          ===========
<S>                                                            <C>                  <C>                  <C>
                  Net loss                                     $  (320,442)         $  (150,594)         $(2,464,227)
                                                               ===========          ===========          ===========
                   Weighted average common shares
                    outstanding used in computing basic
                    net loss per share                           5,842,939            5,838,939            5,842,939
                                                               ===========          ===========          ===========

                  Net loss per share of common stock           $     (0.06)         $     (0.03)         $     (0.42)
                                                               ===========          ===========          ===========
</TABLE>


                                       16
<PAGE>


ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

                  During 1997, the Company amended its articles of incorporation
                  and changed the capital structure from common stock authorized
                  of 1,000 shares with a par value of $1, to 10,000,000 shares
                  of common stock authorized with a par value of $.001 and
                  authorized preferred stock of 5,000,000 shares with a par
                  value of $.001. During 1997, the Company also effectuated two
                  stock splits, a 2,000 for 1 stock split and a 3.60266 for 1
                  stock split, for its common stock. The statement of
                  stockholder's deficit reflects the effect of these stock
                  splits and change in par value retroactively.

                  During 1995, the Company issued 3,700,497 shares of common
                  stock for $92,715.

                  During 1996, the Company issued 94,228 shares of common stock
                  for $60,000. An additional 946,727 shares of common stock was
                  issued during 1997 for $759,750. The Company incurred $60,595
                  of expenses related to this issuance. Also during 1997, 10,000
                  shares of common stock were issued to an individual who loaned
                  money to the Company.

                  During 1998, the Company issued 112,000 shares of common stock
                  for a stock subscription receivable of $15,000 and $199,000 in
                  cash. Also in 1998, the Company issued 75,000 shares of common
                  stock in repayment of a previously outstanding $150,000 loan.

                  During 1998, 897,987 shares of common stock were issued in
                  exchange for services provided to the Company. These shares
                  were issued and recorded at $86,530, the market value of the
                  services received. This amount includes 737,487 shares issued
                  for services related to costs of fees for placing the common
                  stock. The market value of the placement fees totaled $70,480
                  and are reflected as a direct reduction of additional paid-in
                  capital in the consolidated statements of stockholders'
                  deficit.

                  During 1999, the Company issued 6,500 shares of common stock
                  for $32,500. Costs related to the registration of the Company
                  were charged against additional paid-in-capital in the amount
                  of $11,201.

                  During 2000, the Company issued 1,110,400 shares of stock. 400
                  shares were an adjustment on the shares issued in 1999 and the
                  balance were for services rendered to the Company.

                  None of these shares were sold through the National
                  Association of Securities Dealers, Inc. (NASD) Broker/Dealers,
                  nor were any commissions paid for these shares. None of the
                  shares issued for services have been issued for future sales
                  of stock.


                                       17
<PAGE>

ECO-RX, INC. F/K/A ECO-AIRE COMPANY, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)


         NOTE 9 - FAIR VALUE

         The Company has estimated the fair value of its financial instruments
         as of December 31, 1999, as required by Statement of Financial
         Accounting Standards No. 107, "Disclosure about Fair Value of Financial
         Instruments." The carrying values of cash, accounts payable and accrued
         expenses, lease obligations and debt are reasonable estimates of their
         fair values.

         NOTE 10 - INCOME TAXES

         The Company has federal and state net operating loss carryforwards as
         follows:
<TABLE>
<CAPTION>
                           Period Ending                Federal               State           Years of Expiration
                           -------------                -------               -----           -------------------
<S>                                                  <C>                   <C>                          <C>  <C>
                    December 31, 1999                $     737,845         $    737,845                 2018-2019
                                                     =============         ============                 =========
                    September 30, 2000               $     330,442         $    330,442                      2020
                                                     =============         ============                 =========
</TABLE>

         The deferred tax asset arises from the net operating loss reflected
         above.

         The Company's total deferred tax liabilities, deferred tax assets and
         deferred tax asset valuation allowances at June 30, 2000 are as
         follows:

                  Total Deferred Tax Asset                          $   371,160
                  Less Valuation Allowance                              371,160
                                                                    -----------

                  Net Deferred Tax Asset                            $       -0-
                                                                    ===========

                  The Company provides a 100 percent valuation allowance for any
                  deferred tax asset which is attributable to unused net
                  operating loss carryforwards. Generally accepted accounting
                  principles require a valuation reserve only if it is more
                  likely than not that some portion or all of a deferred tax
                  asset will not be realized.

                                       18
<PAGE>


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

The following discussion and analysis should be read in conjunction with the
unaudited Condensed Financial Statements and Notes thereto appearing elsewhere
in this report.

(a)      Eco-Rx's plan of operation for the next twelve months...

         o        Complete the process of filing a Form 10 with the Securities
                  And Exchange Commission.

         o        Complete the final design of five air purification units; two
                  room units, as well as three for medium and larger rooms, and
                  have them tested at an independent laboratory to insure that
                  they meet the Company's requirements;

         o        Have the production molds for manufacturing the units designed
                  and built;

         o        Commence the work necessary to submit the finished unit for a
                  510-K medical device rating from the Food and Drug
                  Administration;

         o        Ascertain that the Company's patent applications comply with
                  the final design criteria;

         o        Finalize the list of suppliers;

         o        Acquire and inventory the components to supply to the company
                  that will assemble/manufacture the finished products;

         o        Design and print sales materials and packaging materials;

         o        Sell and ship finished products;

         o        Fill in product line with additional air purification
                  products;

         o        Begin development and design of new products; and pursue
                  licensing agreements for the Company's technology.

(b)      Product Research and Development for the Next 12 Months

         Over the next 12 months, the Company anticipates its product research
         and development will be for (a) air purification products for
         automobiles and trucks and home central air conditioning systems, and
         (b) water purification applications utilizing the technology.

(c)      Expenditures for the Next 12 Months

         The Company anticipates that its cash requirements over the next 12
         months will total approximately $ 3,500,000, including the cost of
         production of plastic injection molds for the products, the return of
         loans and the payment of the old accounts payable.


                                       19
<PAGE>

(d)      The Company has hired a new President/Chief operating officer. It will
         hire a new chief financial officer, a secretary/receptionist and sales
         and marketing people. Though the machines will be manufactured by
         others Eco-Rx will oversee the assembly.

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company has been served with litigation demanding payment for services from
its prior auditor. The Company has responded with answers to the complaint and
with a counter suit for malpractice.

Item 2.  Changes in Securities

1,000,000 shares of common stock were issued during the quarter. Articles of
Amendment to Articles of Incorporation and Information Statement. See item 6.

Item 3.  Defaults Upon Senior Securities

The Company is in default on three notes payable. In February 2000, the Company
paid $5,000 in interest to extend two of the notes, one for $100,000 and one for
$80,000. They are now due on demand, accruing interest at the default rate of
18%. The third note for $100,000 was due at the end of 1999. It has been reduced
to $50,000. The note holder has demanded rapid payment.

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

Articles of Amendment to Articles of Incorporation and Information Statement.
See item 6.

Item 5.  Other Information

  None

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

(a)      See exhibits


                                       20
<PAGE>

                                   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.
                                        Eco-Rx, Inc.
                                       -----------------------------------
                                                             (Registrant)
Date    February 13, 2001               /s/ Joe Peiken
     ---------------------------       ------------------------------------
                                                              (Signature)