UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2001, as amended January 3, 2002 Frefax Inc. (Exact name of issuer as specified in its charter) Florida 000-29915 650786722 (State or other jurisdiction Commission IRS Employer of incorporation File Number No. IdentificationNo.) 1255 Peel Street, Montreal, Quebec H3B 2T9 CANADA (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: Tel: (514) 398-0515 Fax: (514) 398-9901 Item 1. Changes in Control of Registrant. NOT APPLICABLE Item 2. Acquisition or Disposition of Assets. NOT APPLICABLE Item 3. Bankruptcy or Receivership. NOT APPLICABLE Item 4. Change in Registrant's Certifying Accountants On December 17, 2001, Frefax Inc. informed its auditors Massella Rubenstein LLP, of Jericho, New York, that following the merger between Frefax Inc. (FFAX) and China Xin Network Inc.(CXN), the auditors of the company have been changed to Fine & Associates, Montreal, Quebec, Canada.. The board of directors took this decision on December 17, 2001. There were no disagreements between Massella Rubenstein LLP., and current management with respect to previous or current audits. Item 5. Other Events and Regulation FD Disclosure. NOT APPLICABLE Item 6. Resignations of Registrant's Directors. NOT APPLICABLE Item 7. Financial Statements and Exhibits. Exhibits: 16.a - Letter From China Xin Network Inc. to Massella Rubenstein LLP 16.b - Letter From Massella Rubenstein to Frefax Item 8. Change in Fiscal Year. NOT APPLICABLE SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. FreFax Inc. (Registrant) Date: January 3, 2002 By: /s/ Jean-Francois Amyot ------------------- Name: Jean-Francois Amyot, Title: CEO & Chairman