UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                           FORM 10 QSB/A

   Quarterly Report Pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934


   For the quarterly period ended       December 31, 2001*
*This amendment is being filed following agreement with the
SEC regarding the restatement of prior year comparatives.

   Commission file Number               000-25019


                         PVAXX CORPORATION

     (Exact Name of Registrant as Specified in its Charter)


                             COLORADO
        (State or Other Jurisdiction of Incorporation)


            000-25019                    05-0499528
     (Commission File Number)         (I.R.S. Employer
                                   Identification Number)

         237 Park Avenue
           New York  NY                     10017
      (Address of Principal
        Executive Offices)               (Zip Code)

                          (212) 551 1494
     (Registrant's Telephone Number, Including Area Code)

<PAGE>

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [  ]

Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest
practical date:

Common Stock, No Par Value - 21,322,800 shares as of
                             December 31, 2001.


<PAGE>  1

             FORWARD-LOOKING INFORMATION

THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE
FROM TIME TO TIME BY PVAXX CORPORATION INCORPORATED
OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY
CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF THE SECURITIES ACT OF 1933 AND THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
FIFTEEN U.S.C.A. SECTIONS 77Z-2 AND 78U-5
(SUPP. 1996). THOSE STATEMENTS INCLUDE STATEMENTS
REGARDING THE INTENT, BELIEF OR CURRENT
EXPECTATIONS OF PVAXX CORPORATION AND MEMBERS OF
ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON
WHICH SUCH STATEMENTS ARE BASED.

PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH
FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
FUTURE PERFORMANCE AND INVOLVE RISKS AND
UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE CONTEMPLATED BY SUCH
FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS
CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN
FORWARD-LOOKING STATEMENTS ARE SET FORTH IN THE
SAFE HARBOR COMPLIANCE STATEMENT OR FORWARD-LOOKING
STATEMENTS REFERENCED IN EXHIBIT 99.1 TO THIS
FORM 10QSB AND ARE HEREBY INCORPORATED HEREIN BY
REFERENCE. THE COMPANY UNDERTAKES NO OBLIGATION TO
UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF
UNANTICIPATED EVENTS OR CHANGES TO FUTURE
OPERATING RESULTS OVER TIME.

ITEM 1.  FINANCIAL STATEMENTS

<PAGE>  F-1

                          PVAXX CORPORATION
                    (A Development Stage Company)
                 CONSOLIDATED FINANCIAL STATEMENTS
                   December 31, 2001 (Unaudited)

Index to Financial Statements                  F-1
Accountant's Review Report                     F-2
Consolidated Balance Sheets                    F-3
Consolidated Statements of Operations          F-4
Consolidated Statements of Changes in
  Stockholders' Equity                         F-5
Consolidated Statements of Cash Flows          F-6
Notes to Financial Statements                  F-7


<PAGE> F-2

                           ACCOUNTANT'S REVIEW REPORT

To the Board of Directors and Stockholders of PVAXX Corporation

We have reviewed the accompanying consolidated balance sheet of
PVAXX Corporation and Subsidiaries as of December 31,2001, the
related consolidated statements of operations for the three and
six month periods ended December 31,2001 and December 31,2000
and the cumulative totals for development stage operations from
March 16,2000 (inception) through December 31,2001, the
consolidated statement of changes in stockholders equity for
the six month period ended December 31,2001 and the consolidated
statement of cash flows for the six month periods ended
December 31,2001 and December 31,2000 and the cumulative totals
for development stage operations from March 16,2000 (inception)
through December 31,2001 in accordance with Statements on
Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. All
information included in these financial statements is the
representation of management of PVAXX Corporation.

A review consists principally of inquiries of Company's personnel
and analytical procedures applied to financial data. It is
substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion
regarding 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 accounting
principles generally accepted in the United States of America.

As discussed in Note #1 to the financial statements, the Company
and all of its subsidiaries are in a development stage, and have
yet to realize any substantial revenue. This raises substantial
doubt about the Company's ability to continue as a going concern.
Management's plan in regard to these matters is discussed in
Note #1. The accompanying financial statements do not include any
adjustments to the financial statements that might be necessary
should the Company be unable to continue as a going concern.

PKF
Nottingham, UK
March 8,2002


<PAGE>  F-3

                               PVAXX CORPORATION
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                  ASSETS
                                  ------
                                                            2001        2001
                                                     December 31     June 30
                                                     (Unaudited)   (Audited)

<S>                                                    <C>          <C>
CURRENT ASSETS:
     Cash and cash equivalents                         $    11,023       6,019
     Restricted cash and cash equivalents (Note 5 )        299,970     299,970
     Accounts receivable                                     4,396       2,266
     VAT (tax) refund receivable                            26,206      28,219
     Inventories                                            42,157      22,109
     Prepaid expenses                                       30,889      43,714
                                                         ---------    --------
            Total current assets                       $   414,641    $402,297
PROPERTY, PLANT and EQUIPMENT: (Note 9)
     Leasehold property improvements                   $    38,147      35,206
     Machinery & equipment                                 745,906     680,336
     Office furniture & equipment                           62,971      62,683
     Motor vehicles                                         12,775      12,775
     Less:  accumulated depreciation                      (257,277)   (174,741)
                                                         ---------    --------
            Net property, plant & equipment            $   602,522    $616,259
INTANGIBLE ASSETS: (Notes 1 and 2)
     Patents & trademarks                              $   162,981    $146,653
OTHER ASSETS:
     Deposits                                          $     4,349    $  4,349
                                                        ----------    --------
     Total assets                                      $ 1,184,493  $1,169,558
                                                       ----------   ----------


                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   ------------------------------------
CURRENT LIABILITIES:
     Accounts Payable                                  $   174,931     185,215
     Capital lease obligations (Note 8)                      2,552       2,726
     Capital lease obligations to related
             parties (Note 8)                              126,699     124,059
     Loans payable to related parties                    2,025,500   1,498,047
     Accrued interest - related parties                    143,655      69,321
     Accrued wages - officers                            1,182,876     840,039
     Other accrued liabilities                              78,492      91,289
                                                         ---------   ---------
          Total current liabilities                    $ 3,734,705 $ 2,810,696
LONG TERM LIABILITIES:
     Capital lease obligations(Note 8)                 $         -       1,136
     Capital lease obligations to related
           parties (Note 8)                                258,191     314,842
                                                         ---------   ---------
          Total long term liabilities                  $   258,191  $  315,978
                                                         ---------   ---------
     Total liabilities                                 $ 3,992,896  $3,126,674
SHAREHOLDERS' EQUITY:
     Preferred stock - no par value, 0%,
      Non-cumulative, non-participating, convertible
      10,000,000 shares authorized,
      issued and outstanding                           $   100,000  $  100,000
     Common stock - no par value,
      40,000,000 shares authorized
      21,322,800 shares issued and outstanding
      of which 90,000 shares are in escrow (Note 5)        204,200     204,200
     Additional Paid-in Capital                            659,556     239,724
     Deficit accumulated during the development stage   (3,772,159) (2,501,040)
                                                        ----------   ---------
     Total equity                                      $(2,808,403)$(1,957,116)
                                                         ---------   ---------
     Total liabilities and equity                      $ 1,184,493 $ 1,169,558
                                                        ----------   ---------


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

</TABLE>

<PAGE> F-4
                                PVAXX CORPORATION
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS of OPERATIONS

<TABLE>
<CAPTION>
                                           2001           2000            2001           2000  From Inception
                                       3 months       3 months        6 months       6 months  (March 16,2000)
                                          ended          ended           ended          ended    thru' Dec 31
                                         Dec 31         Dec 31          Dec 31         Dec 31            2001
                                                      Restated                       Restated
                                                    (See Notes)                    (See Notes)
                                     (Unaudited)    (Unaudited)     (Unaudited)    (Unaudited)     (Unaudited)

<S>                                <C>           <C>             <C>            <C>              <C>
SALES                              $      1,919  $       2,403   $       5,010  $       2,442    $      15,108
                                    -----------   ------------     -----------    -----------     ------------
   Research and Development Costs       152,997        308,347         410,108        366,332        1,311,641
   Selling, General and
             Administrative Costs       388,563        159,230         661,500        499,860        2,096,651
   Depreciation and Amortization         42,482          5,043          82,535         93,050          256,211
                                    -----------    -----------     -----------    -----------      -----------
      Total Costs                  $    584,042   $    472,620   $   1,154,143  $     959,242    $   3,664,503
                                    -----------    -----------     -----------    -----------      -----------
Operating (loss)                   $   (582,123)  $   (470,217)  $  (1,149,133) $    (956,800)   $  (3,649,395)
OTHER INCOME / (EXPENSE)
   Interest                             (47,612)       (31,130)        (81,487)       (32,031)        (173,219)
   Currency re-measurement               46,179          3,384         (40,499)         3,500           50,455
                                    -----------    -----------     -----------    -----------      -----------
Net (Loss)                         $   (583,556)  $   (497,963)  $  (1,271,119) $    (985,331)   $  (3,772,159)
INCOME TAXES                                  -              -               -              -                -
                                    -----------    -----------     -----------    -----------      -----------
Net loss accumulated during the
 development stage                 $   (583,556)  $   (497,963)   $ (1,271,119) $    (985,331)   $  (3,772,159)
                                    -----------    -----------     -----------    -----------      -----------
PER SHARE INFORMATION (Note 7)
  Weighted average number of
  common shares outstanding          21,322,800     21,322,800      21,322,800     21,322,800       21,217,881
                                      ----------     ----------      ----------     ----------       ----------
Basic & Diluted (loss) per share    $     (0.03)   $     (0.02)   $      (0.06) $      (0.05)   $       (0.18)
                                     ----------     ----------      ----------     -----------      ----------

</TABLE>

NOTES.

The comparative figures shown above for the three and six
months ended December 31,2000 have been restated from those
previously reported in order to provide proper disclosures
and accounting and to make the comparison not misleading.

(1)As a result of accounting estimates of cost accruals
at December 31,2000 being too high, costs recorded in the
statements for the three months ended December 31,2000 were
overstated by $392,000. As a consequence, costs recorded
for the six months ended December 31,2000 were too high by
the same amount. Reported losses for these two time periods
can now be seen to be too high by this amount. Accounting
estimates of cost accruals at March 31,2001 were set at
more reasonable levels. As a result, these changes in
accounting estimates beneficially affected the results for
the three months ended March 31,2001, by lowering costs and
reducing losses. Costs for the nine months ended
March 31,2001 are considered to properly reflect activity
of the period. In order to make comparisons not misleading
and provide appropriate disclosure, the expense items have
been adjusted as follows:

- Selling, General & Administration costs that were
  over-accrued by about $344,000;
- Depreciation expense (previously included in Administration
  costs) that was over-stated by about $25,000;
- Interest expense that was over-accrued by about $23,000.

In addition Depreciation expense is now disclosed but does
not affect total costs. The effects may be tabulated as follows:

<TABLE>

<S>                                                                            <C>          <C>
                                                                                3 Months     6 Months
(a)Selling, General & Administration costs as previously reported                533,273      961,910
Reduction of cost accruals                                                      (369,000)    (369,000)
Separate disclosure of Depreciation & Amortization                                (5,043)     (93,050)
                                                                                 -------      -------
Selling, General & Administration costs as above                                $159,230     $499,860
                                                                                 -------      -------

(b)Interest expense (previously described as Other Expense)                       54,130       55,031
Reduction of cost accrual                                                        (23,000)     (23,000)
                                                                                  ------       ------
Interest expense as above                                                        $31,130      $32,031
                                                                                  ------       ------
</TABLE>

(2) Currency re-measurement effects are now more
appropriately included in the Statement of
Operations. They were previously included in the
financial statements as Other Comprehensive Income.
Their inclusion reduces the previously reported
losses for the periods by $3,384 and $3,500
respectively.


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

<PAGE> F-5

                               PVAXX CORPORATION
                         (A Development Stage Company)
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY

<TABLE>
<CAPTION>
                               Shares Issued
                           ----------------------
                                                                         Additional  Retained
                           Common     Preferred     Common    Preferred  Paid-in     Earnings
                           Stock      Stock         Stock       Stock    Capital                   Equity
                           ---------- ----------- ----------- ---------- ----------- ---------     -------

<S>                      <C>         <C>          <C>        <C>         <C>         <C>          <C>
Acquisition of subsidiary
corporations by PVAXX
 Issuance of stock to
 Founder (March 29,2000) 20,000,000  10,000,000   $ 200,000  $ 100,000  $ (291,386)  $     -       $8,614

Buy-back of common stock to
facilitate private
placements (Note 2)        (134,832)          -      (1,348)         -       1,348         -            -

Issuance of common stock
for cash restricted by
investor (April 4,2000)      90,000           -         900          -     299,070         -      299,970

Reverse acquisition of
Oak Brook Capital IV
(May 19,2000)             1,322,800           -       4,200          -      (4,200)        -            -

Issuance of common stock
to various persons
for cash (May 30,2000)       44,832           -         448          -     156,124         -      156,572

Net loss for the period           -           -           -          -           -  (349,107)    (349,107)
                         ----------  ----------  ----------  ---------- ---------- ----------    --------
Balance June 30,2000     21,322,800  10,000,000     204,200    100,000     160,956  (349,107)     116,049

Buy back of common stock
to facilitate private placements
 (Note 2)                   (12,945)          -        (129)         -         129         -           -

Issuance of common stock
to various persons for cash  12,945           -         129          -      78,639         -       78,768

Net loss for the year
 ended June 30,2001               -           -           -          -           - (2,151,933) (2,151,933)
                         ----------  ----------    ---------   --------   --------  ---------     ---------
Balance June 30,2001     21,322,800  10,000,000      204,200   100,000     239,724 (2,501,040) (1,957,116)


Buy back of common stock
to facilitate private placements
 (Note 2)                   (41,585)          -         (416)        -         416          -           -

Issuance of common stock
to various persons for cash  41,585           -          416         -     419,416          -     419,832

Net loss for the period
 ended December 31,2001           -           -            -         -           - (1,271,119) (1,271,119)
                         ----------  ----------    ---------   --------   --------  ----------   ---------
Balance December 31,2001
(Unaudited)              21,322,800  10,000,000   $  204,200 $ 100,000   $ 659,556$(3,772,159)$(2,808,403)
                        ----------   ----------    ---------   --------   --------  ----------   ---------


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

</TABLE>


<PAGE> F-6
                                 PVAXX CORPORATION
                           (A Development Stage Company)
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                             2001           2000   From Inception
                                                         6 months       6 months   (March 16,2000)
                                                            ended          ended     thru' Dec 31
                                                           Dec 31         Dec 31             2001
                                                                      Restated(1)
                                                       (Unaudited)    (Unaudited)      (Unaudited)

<S>                                                  <C>            <C>             <C>
CASH (USED) IN OPERATING ACTIVITIES:
  Net Loss                                           $ (1,271,119)  $   (985,331)    $ (3,772,159)
  Adjustments to reconcile net loss to net cash
   provided by / (used in) operating activities:
    Depreciation and amortization                    $     82,535   $     93,050     $    256,211
    Currency re-measurement adjustment on capital
    lease obligations                                       9,422              -          (35,708)
    Foreign currency adjustments                                -         (8,299)               -
   (Increase)/Decrease in accounts receivable              (2,130)             -           (4,396)
   (Increase)/Decrease in VAT taxes receivable              2,013           (144)         (24,903)
   (Increase)/Decrease in inventories                     (20,048)       (75,752)         (42,157)
   (Increase)/Decrease in prepaid expenses                 12,825         15,000          (30,889)
   (Increase) in other assets                                   -              -           (4,349)
    Increase/(Decrease) in accounts payable               (10,284)        (1,253)         174,931
    Increase/(Decrease) in accrued interest                74,334        102,231          143,655
    Increase/(Decrease) in accrued liabilities            (12,797)         8,239           63,438
    Increase in accrued officer wages                     342,837        319,935        1,182,876
                                                       -----------    -----------     -----------
 Net cash provided by/(used in) operating
  activities                                          $  (792,412)  $   (532,324)    $ (2,093,450)

INVESTING ACTIVITIES:
    Purchase of equipment                                 (68,799)       (36,300)        (213,716)
    Acquisition of patents & trademarks                   (16,328)        (2,803)         (94,963)
                                                       -----------   -----------      -----------
 Cash (used in) investing activities                  $   (85,127)  $    (39,103)    $   (308,679)

CASH PROVIDED BY FINANCING ACTIVITIES:
    Proceeds from sale of common stock                    419,832              -          955,142
    Cash restricted by investor                                 -              -         (299,970)
    Increase in loans by related party                    527,453        462,250        1,976,370
    Capital element of capital lease payments             (64,741)        (1,036)        (218,389)
                                                       -----------    -----------     -----------
 Cash provided by financing activities                $   882,544    $   461,214     $  2,413,153
                                                       -----------    -----------     -----------

Increase/(Decrease) Cash and Cash Equivalents               5,004       (110,213)          11,023
Cash at beginning of period                                 6,019        118,573                0
                                                       -----------    -----------     -----------
Cash at end of period                                 $    11,023    $     8,360     $     11,023
                                                       -----------    -----------     -----------

Supplemental information:
    Interest paid                                     $    29,162    $       903     $     51,573
    Income tax paid                                   $         -    $         -     $          -
Non-cash transactions
  Acquisition of plant & equipment on capital leases  $         -    $         -     $   (646,083)
  Acquisition of patents for stock                    $         -    $         -     $    (68,018)
  Capital equipment leases                            $         -    $         -     $    641,541



(1) The statement for the six months ended December 31,2000
has been restated from that previously reported in order to
provide proper disclosures and accounting, and to make
comparisons not misleading. As described on the Statement
of Operations, losses for this period have been reduced from
those previously reported, $(1,380,831), by reducing costs by
$392,000 and the re-presentation of currency re-measurement
effects of $3,500.

As a consequence of reducing costs, the line items of the
cash flow statement affected are:
- Depreciation, previously reported as $118,050;
- Increase in accrued interest, previously reported as $125,231
- Increase in financing by related parties, previously reported
  as $806,250.

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

</TABLE>

<PAGE>  F-7

                                PVAXX CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31,2001

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
         POLICIES

History of the Reporting Entity

PVAXX  Corporation, formed in Florida on March 16, 2000, is the
parent corporation of PVAXX Technologies Ltd., PVAXX Research and
Development Ltd. and PVAXX (Europe) Ltd. PVAXX Corporation acquired
the net business assets of PVAXX Technologies Ltd. and PVAXX
Research and Development Ltd. in exchange for 10,000,000 shares of
its Preferred and 20,000,000 shares of its Common stock. The net
business assets consisted of the costs of two patent applications
described below, current liabilities, and a leased vehicle. This
transaction was accounted for as a combination of entities under
common control and was recorded at the historical cost of the assets
and liabilities. The PVAXX companies were owned and controlled by a
company owned and controlled by the acquiring Company's President
and Chairman of the Board of Directors. The only activities of any
of these companies to date have been development stage activities.

The role of each of the subsidiary companies is as follows:
- PVAXX Technologies Ltd. is the holder of unlimited rights to
  manufacture, process, and sell poly vinyl alcohol products
  governed by patents issued under International Publication
  Numbers WO 98/26911 on June 25,1998, WO 00/12615 on March 9,2000,
  and WO 01/64421 on September 7,2001.

- PVAXX Research and Development Ltd. performs research into product
  improvements and applications. Doing business as PVAXX Engineering,
  it produces machines forming the product into pellets, which are
  then sold to converters. Under the trade style PVAXX "SoftCap"
  Systems it manufactures and sells capsule making machinery.

- PVAXX (Europe) Ltd. is a dormant company.

Oak Brook Capital IV, (Oakbrook IV) was formed in May 1998 in
Colorado, with 40,000,000 shares of common and 10,000,000 shares of
preferred stock authorized.  It was registered with the Securities
and Exchange Commission as one of a series of blank check companies
seeking a business combination with an operating company. On
May 19,2000, Oakbrook IV entered into a share exchange agreement
with PVAXX Corporation, a development stage company. The
transaction is reported herein as a reverse acquisition with PVAXX
as the accounting acquirer and Oakbrook IV as the legal survivor.
At the time of the acquisition Oakbrook IV had 1,322,800 shares
outstanding, had no assets, had recognized no revenue, and had
incurred expenses of $4,200.

In conjunction with the reverse acquisition, Oakbrook IV changed
its name to PVAXX Corporation, and the newly named PVAXX Corporation
and all of the subsidiaries have changed their respective fiscal
year-ends to June 30.

Basis of Presentation

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulations SB.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six
months ended December 31,2001, are not necessarily indicative of the
results that may be expected for the year ended June 30,2002. The
balance sheet at June 30,2001 and the statement of operations for
the period March 16,2000 (inception) to June 30,2001, have been
derived from the audited financial statements at that date but does
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the PVAXX
Corporation and Subsidiaries annual report on Form 10-KSB for the
year ended June 30,2001.

These financial statements represent the historical operations of
PVAXX from March 29,2000, the date the Florida group was formed,
and includes the reverse acquisition of the Colorado corporation,
Oak Brook Capital IV.

The statements have been prepared on a going concern basis.
The ability of the Company to emerge from the development stage
and to develop into a going concern is dependent on the success
of the Company in negotiating long-term revenue contracts and
acquiring additional equity capital. However, there can be no
assurance that the Company will be successful in accomplishing
its objectives. The financial statements do not include any
adjustments that might be necessary should the Company
be unable to continue as a going concern.

The Company is addressing the substantial doubt about its ability
to continue as a going concern through the deferral of cash
payments to the principal shareholders, through the negotiation
of anticipated private placements with additional investors, and
by taking steps to register shares for sale on the public market,
in order to generate additional working capital for the Company to
expand its operations and to bring its product to market.

In addition, certain of the Company's officers and shareholders
have agreed that they will advance to the Company some additional
funds that the Company needs for operating capital. Although as of
the balance sheet date, December 31,2001, the Company had not
entered into any significant revenue-producing contracts, several
successful field tests of various products have been conducted, and
management expects to have successfully negotiated several contracts
before the end of June 2002.

Foreign Currency Translation and Transactions

The U.S. dollar is the "functional" currency of most of the
Company's worldwide operations. The financial position and results
of operations of the Company's foreign subsidiaries are determined
using the U.S. dollar as the functional currency. Assets and
liabilities of these subsidiaries are translated at the exchange
rate in effect as of the balance sheet date with the exception of
fixed assets, patents and inventories which are translated at the
exchange applicable on the date of acquisition. Income statement
accounts are translated at the average rate of exchange prevailing
during the period. Exchange gains and losses arising from the
re-measurement of foreign currency denominated monetary assets and
liabilities are included in income in the period in which they occur.

Use of Estimates

The process of preparing financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reporting of
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these
estimates. These interim financial statements include all
adjustments which in the opinion of management are necessary
in order to make the financial statements not misleading.

Cash and Cash Equivalents

Highly liquid assets with a maturity date of  three (3) months
or less from the date of acquisition are treated as cash or cash
equivalents.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets. Estimated
useful lives of property, plant and equipment are as follows:

              Machinery & equipment        3 to 7 years
              Office furniture & equipment 3 to 5 years
              Motor vehicles               4 years

The amortization of leasehold property improvements is based on
the shorter of the primary lease term or the life of the
improvement.

Betterments and large renewals, which extend the life of an asset,
are capitalized whereas maintenance and repairs and small renewals
are expensed as incurred.

Inventory

Inventories consist of raw materials and are stated at the lower of
cost (first-in, first-out) or market value.

Value Added Tax (VAT)

The United Kingdom subsidiaries are required to receive a Value
Added Tax from appropriate customers and are required to pay a Value
Added Tax (VAT) on purchases made from certain vendors. The net
amount of the tax is either payable to, or receivable from, the
Government. The Company currently receives a tax refund for the VAT
paid to various vendors.

Intangibles

The patents were acquired from a related party in exchange for
stock in the PVAXX group of companies. Intangible assets such as
patents or other intellectual property are recorded at cost. These
costs are the fees and expenses of patent and trademark attorneys
and agents incurred in applying for such protection. Such intangible
assets are amortized over their estimated useful lives based on the
nature of the item. The Company will begin amortizing its patents
when it emerges from the development stage.

In accordance with Statement of Accounting Standards no. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", intangibles are evaluated
for impairment when events or changes in circumstances  indicate
that the carrying amounts of the assets may not be recoverable
through the estimated undiscounted future cash flows resulting
from the use of these assets. When any such impairment exists,
the related assets are written down to fair value.

The Company has generated a small amount of revenue relating to its
patents due to the fact that its operations are in the development
stage. Although there is substantial doubt about the Company's
ability to continue as a going concern as described under "Basis
of presentation" above, the Company has recently acquired the
patents and it is actively engaged in promoting and developing
this technology.

At this time there are no events and conditions that exist to
indicate that the asset may be impaired. However, should the
Company's efforts to negotiate long-term revenue contracts for
its products be unsuccessful, the Company may realize an
impairment loss on the write-down of the patent to its fair
value.

Research and Development

Research and development expenditure is written off in the
period in which the expenditure is incurred.

Income Taxes

The Company uses the asset and liability method as identified
in Statement of Accounting Standards no. 109, "Accounting for
Income Taxes". The consolidated  Company has a net operating
loss carry-forward (NOL) of $3,772,159 available to future
periods due to losses generated since its inception through
December 31, 2001 (2000: $1,850,325). The net operating losses
and credits expire at various dates through 2020. This NOL
would result in the recording of a tax asset based on
application of appropriate UK and US tax rates if offsetting
profits were anticipated. Because the Company and its
subsidiaries are in the development stages, there is no
assurance that future operations will generate a profit or
income, therefore the Company recognizes a valuation adjustment
which completely offsets the deferred tax asset related to the
net operating loss carry-forward.

Convertible Preferred Stock

The Company issued convertible preferred stock relating to the
formation transaction discussed above and in Note 2. The
preferred stock does not have voting rights, and is
non-cumulative, non-participating and has preference up to its
par value upon liquidation. The stock may be converted 1 for 1
for common stock at the discretion of holder.

Revenue Recognition

The Company will recognize revenue when the earnings process
is complete. This generally occurs when products are shipped
to the customer in accordance with the terms of the agreement,
title and risk of loss have transferred, collectibility is
probable, and pricing is fixed and determinable.


NOTE 2 - RELATED PARTY TRANSACTIONS

As discussed in Note 1, the Company effectively acquired
PVAXX Technologies Ltd. and PVAXX Research and Development
Ltd. from a company owned and controlled by the President
and Chairman of the Board of Directors of PVAXX Corporation.
The ultimate consideration for the transaction is the
10,000,000 shares of Preferred stock and 20,000,000 shares
of Common stock held by the majority shareholder and others
whose PVAXX Florida corporation shares were exchanged.

The share exchange agreement between Oak Brook Capital IV
and the PVAXX Florida corporation restricted the issue of
further stock pending the effective date of completion. In
order to allow private investors, who wished to invest in
the Company, to purchase stock, the Company's majority
shareholder agreed to surrender the number of shares
required (189,362 since inception) to satisfy these demands.
The Company did not pay the majority shareholder for these
shares, therefore, the Company plans to issue new shares,
before March 31, 2002, to the majority shareholder, for
no consideration, to compensate it for the shares that it
surrendered for this purpose.

Through December 31,2001, the major shareholder has
advanced $2,025,500 (2000: $971,728) to the companies. The
amounts advanced are repayable on demand and an interest
rate of 8% has been assumed. The Company has accrued
interest of $143,655 (2000: $133,574) relating to these
advances.

The patent rights owned by PVAXX Technologies Ltd., were
developed by and acquired from a company owned by the
President and majority shareholder and are carried at
their original historical cost of $68,018 plus subsequent
costs incurred together totaling $162,981 (2000: $66,400).

The Company entered into an Employment Agreement dated
March 20,2000 with its President and Chairman of the
Board of Directors. The Agreement is for a term of five
years and renewable by the Company. Under the Agreement,
the Company agrees to pay the following amounts:
- a) $50,000 per month net of all taxes;
- b) Use of a motor vehicle at the choice of the employee;
- c) Use of residential facilities in the Fort Myers area
     at a rental not to exceed $36,000 per annum;

- d) The Company will establish a performance related share
     option program, under which the Company's board of
     directors will determine participation commensurate
     with the employee's position. However, as of balance
     sheet date, the Company has not officially established
     a share option plan.

No payments have been made under the Agreement as of the date
of the financial statements but the $1,050,000 (2000: $450,000)
salary due has been accrued.

The Company entered into a three year equipment lease, dated
May 1,2000, with the principal shareholder, the terms of which
are discussed in Note 8.


NOTE 3 - RISKS AND UNCERTAINTIES

The Company's future operating results may be affected by a
number of factors.  The ability of the Company to raise the
capital necessary to continue to develop and bring its
products to market is not assured. The products being
developed by PVAXX will be sold in a highly competitive
global market in which it will need to demonstrate
performance characteristics sought by customers, at a
competitive price which will yield a profit after production
and distribution costs. Estimates of the size of the market,
and the Company's eventual market share may not be realized,
and the effect of competition cannot be determined.

The Company seeks to protect its intellectual property rights
by applying for patents and registering its trademarks
throughout the world. However there can be no assurance that
these will adequately protect the Company.

The Company is dependant on highly skilled personnel. The
Company cannot guarantee their continued service but seeks
to mitigate the potential financial loss caused by death by
insuring the lives of its inventors for the benefit of the
Company.


NOTE 4 - COMMITMENTS AND CONTINGENT LIABILITIES
        (also see Note 8 )

Leased Facilities - Operating Leases

The Company has entered into a three (3) year operating
lease for office space in the Fort Myers area, Florida,
U.S.A., with an unrelated party. Under the terms of this
lease, effective June 1, 2000 the Company is obligated for
monthly base rental amounts plus sales tax and Common Area
Maintenance (CAM) charges. Under the terms of the lease,
the Company is obligated to keep and maintain the leased
premises, including fixtures and improvements, in good
condition. The Company has sub-let the property, with
effect from November 2000, through June 2002. The lease
expires in May 2003.

The Company's U.K. research and development facilities
are based in a property leased from an unrelated party.
The lease, completed July 20,2000, is for a period of
20 years from March 25,2000, with a break clause at the
end of the 10th year. The rent payable is to be reviewed
every 5 years. In addition to the rental payments, the
Company is obliged, at its own cost, to insure and
maintain the property.

Future minimum lease payments under non-cancelable
operating leases are: $113,961; $81,466; $57,600;
$57,600; $57,600 for the 12 months ended
December 31,2002, 2003, 2004, 2005 and 2006
respectively, and $187,200 for subsequent years.

Rental expense under operating leases was $51,246 in
the 6 months ended December 31,2001 (2000: $51,686).

Employee Compensation

In addition to the employment contract with the
President disclosed in Note 2, an arrangement with
the Vice-president provides for a salary of $10,000
monthly for one year, and $15,000 thereafter. The
Agreement, dated March 20,2000, is for a term of
three years and renewable by the Company.


NOTE 5 - RESTRICTED CASH

On April 4, 2000, the former PVAXX executed an
agreement with an unrelated individual who
transferred $299,970 to an escrow agent in exchange
for a 90,000 share block of the 20,000,000 shares
of common stock issued as discussed in Notes 1 and 2.
Under the terms of the escrow agreement, updated and
re-signed on April 24, 2001, the funds will be
released to the Company when the exchanged shares of
the new PVAXX Corporation are tradable on a U.S.
national exchange at not less than $5.00 per share.
If this is not achieved, the funds  may be released
to the investor on May 1, 2002, or such later date
as the investor shall determine, upon return of the
90,000 shares which would then be  held as treasury
stock. As of balance sheet date the 90,000 shares of
stock as well as the $299,970 remain in the custody
of the escrow agent.


NOTE 6 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated
balance sheet for cash and cash equivalents,
restricted cash, receivables, accounts payable,
accrued  expenses and other liabilities,
approximate fair value because of immediate or
short-term maturity of these financial instruments.
The underlying carrying amount reported for
long-term debt and capital leases approximates fair
value because, in general, the interest on the
underlying instruments fluctuates with market rates.


NOTE 7 - LOSS PER SHARE

Basic net loss per common share is based on the
weighted average number of common shares outstanding
during each period presented. Convertible securities
are included as common stock equivalents only when
dilutive. Potential common stock equivalents totaling
10,000,000 shares have been excluded from dilutive
loss per share as the effects of such shares
would have been anti-dilutive. As discussed in Note 1,
the Company is committed to issuing an additional 189,362
shares of common stock to the majority shareholder.


NOTE 8 - LONG TERM LIABILITIES AND CAPITAL LEASES

Long-term liabilities include a three-year capital
lease dated May 1, 2000 with the majority shareholder,
a company owned and controlled by the President and
Chairman of the Board of Directors. The lease is for
machinery, equipment, and office furniture. The terms
of the lease require the Company to pay $11,878 per
month as adjusted for foreign currency, including
interest of 2.5% plus a balloon payment for the
balance at the end of the term. At the end of the term,
PVAXX will own the leased assets.  The assets have been
valued at an amount no greater than their adjusted
historical cost. The lease does not require the Company
to restrict its dividends, additional debt, or further
leasing. These lease terms have been deemed to be
comparable with similar arrangements with unrelated
parties.

The automobile capital lease is with an unrelated party.

Depreciation expense for leased assets is included in
depreciation expense for owned assets (see Note 9).

The gross amounts of assets recorded under capital
leases are listed in Note 9 at currency rates in effect
at the time of the transactions.

Minimum future lease payments and present values of the
net minimum lease payments, at December 31,2001 exchange
rates, are as follows:

<TABLE>
<CAPTION>
                                    Related Party      Third Party
<S>                                 <C>                <C>
12 months ended December 31
      2002                              $ 142,534         $  3,241
      2003                                263,470                -
                                          -------          -------
Total minimum lease payments              406,004            3,241
Less: Imputed interest                    (21,114)            (689)
                                          -------          -------
Present value of net minimum
    lease payments                      $ 384,890         $  2,552
                                          -------          -------

Current                                   126,699            2,552
Long term                                 258,191                -
                                          -------          -------
      Total                             $ 384,890         $  2,552
                                          -------          -------
</TABLE>

PVAXX Corporation is the guarantor of these leases.


NOTE 9 - PROPERTY, PLANT & EQUIPMENT

<TABLE>
<CAPTION>
                                     Total      Leased    Purchased
<S>                                <C>         <C>        <C>
December 31,2001
Leasehold property improvements     38,147      38,147           -
Machinery & equipment              745,906     594,637     151,269
Office furniture & equipment        62,971      38,671      24,300
Motor vehicles                      12,775      12,775           -
                                   -------     -------      ------
Cost                               859,799     684,230     175,569
Less: Accumulated depreciation    (257,277)   (225,307)    (31,970)
                                   -------     -------      ------
Net book value                   $ 602,522   $ 458,923   $ 143,599
                                   -------     -------      ------

</TABLE>

NOTE 10 - INCOME TAXES

The estimated tax benefits of the net operating loss carried
forward
(sourced from both US and UK operations), and valuation
allowance made, are as follows:
                                              Tax asset
December 31,2001
Net operating loss                          $ 1,287,000
Valuation allowance                          (1,287,000)
                                              ---------
Balance at December 31,2001                 $         -
                                              ---------


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
             CONDITION, RESULTS, AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with the
Financial Statements and notes thereto.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS FOR THE PERIOD ENDED DECEMBER 31, 2001

Except for historical information, the discussion in this Form
10-QSB contains forward-looking statements that involve risks
and uncertainties. These statements may refer to the Company's
future plans, objectives, expectations  and intentions. These
statements may be identified by the use of words such as
"expect", "anticipate", "believe", "intend", "plan" and similar
expressions. The Company's actual results could differ
materially from those anticipated in such forward-looking
statements. Factors that could contribute to these differences
include, but are not limited to, the risks summarized in the
section titled "Market Risks and other Business Factors" later
in this Form 10-QSB.

OPERATIONS

The Company produces PVAXX(R), a polymer that may be used by
various manufacturers in producing agricultural, household,
industrial, leisure and medical market products.  In addition,
the Company is researching and developing other environmentally
neutral products for use in manufacturing processes.

The Company and its President have spent the past several years
developing PVAXX(R) and related technology and the Company is
now selling small quantities of PVAXX(R) for evaluation by
customers who could potentially order significant quantities,
operating in the following industries:
- Pharmaceutical;
- Industrial;
- Retail;
- Household;
- Agricultural;
- Leisure.

At present, the Company does not intend to acquire or invest
in any complimentary businesses.

Period from inception to December 31, 2001.

The Company has accomplished the following during the period from
inception on March 16, 2000 to December 31, 2001:
- has opened a new research & development facility and European HQ
  in Kemble,UK;
- has sold small quantities of product to customers that could
  potentially order significant amounts of PVAXX(R) for use in
  manufacturing various plastic products in the industries listed
  above;
- has commenced a marketing program;
- has appointed several members of a management team for sales &
  marketing; production & engineering; and a Chief Financial
  Officer;
- has appointed PKF as auditors;
- has appointed Nadeau & Simmons as corporate legal advisors; and
- has registered the Company to do business in Dubai, United Arab
  Emirates, where it presently has an option to establish a
  manufacturing facility.

During this period of time, the company has been financed, by loan
and lease facilities, by its principal shareholder.

The next twelve months

The Company plans to develop its business model in order to
maximize its earnings potential. The Company's business model is
based on its belief that its strength is the invention of new
products and processes to produce materials which are not harmful
to humans and their environment. Currently the Company does not
have the resources to manufacture large quantities of its products.
The Company believes that the best way to make large quantities of
its materials is to arrange for third party companies, with the
resources, such as the manufacturers of PVA, the bulk component of
PVAXX(R), to manufacture their own-label BioCompostable(TM)
products, under license from the Company. Similarly, the Company
plans to have its patented process equipment manufactured under
license from the Company.

A number of companies, both existing and potential customers,
have expressed an interest in using PVAXX(R) to make products
that currently utilize plastic materials. In order to plan
operations more effectively, the Company is currently
endeavouring to obtain "memorandums of understanding" ("MOU"s)
so as to indicate both the timing of orders and the quantities
envisaged. The Company has been invited to tender for the
supply of 2,250 tons per annum of PVAXX(R) to produce
water-soluble products. The Company is using these potential
orders in its discussions with PVA manufacturing companies.
One such company has expressed their interest in producing
PVAXX(R) pellets. Similarly, a number of engineering companies
have expressed an interest in making the Company's tablet
forming and pelletizing equipment. The Company has commenced
the construction of its first commercial production pelletizer
as a result of these levels of interest.

The principal objective for the next twelve months is to have
signed sales contracts in place and commence production of
large volumes of our products. The Company is currently in
negotiations with several companies, but no terms have been
finalized or otherwise agreed to. HOWEVER, these negotiations
are still preliminary in nature. There can be absolutely NO
GUARANTY that any contracts will materialize, or that anything
will result from these, or any other negotiations.

If the Company is unsuccessful in persuading specialist
manufacturing companies to undertake large scale production,
then the Company plans to increase its own production
facilities.

During the last 21 months, since inception, we have focused
on the uses and disposal of plastic. We have completed the
necessary research and development to establish several
grades of our product which are suitable for the manufacture
of plastic film, extruded and molded plastic products.  The
company makes samples of finished products that potential
customers can manufacture using PVAXX(R). The company
provides such product samples along with technical
specifications of PVAXX(R) to potential customers.  Small
quantities of PVAXX(R) polymers are being shipped in pellet
form in 50 Kilo drums to various customers who have the
potential to order significant quantities. These shipments
are purchased by the customer at market prices, but are
primarily used by the buyers to evaluate the functionality
and durability of PVAXX(R). Prospective customers are
responsible for completing their own trials and tests to
determine whether PVAXX(R) will be suitable for the
manufacture of their products. However the company offers
the technical expertise of its officers and staff to
customers to ensure proper evaluation. These trials and
tests take a number of months to complete particularly if
the customer wishes to ensure the life expectancy of the
product, its biodegradability and compostability. If
suitable for the customer's process, PVAXX(R) may be used
to enable customers in a range of industries to make
products such as film, sheet, wrapping and packaging
materials, fibers and moldings that will have no toxic
effects on the environment at an affordable
cost.

The company has successfully engineered and patented
machinery to produce pellets of PVAXX(R). The company's
current facilities are capable of producing about 8,000
tons per annum.  The company has taken an option to
acquire land in Dubai, United Arab Emirates, which
could enable the company to construct additional
facilities to produce approximately 100,000 tons per
annum. As investment will be required to install
facilities to enable production from this site, a
decision on whether to go ahead or not will depend on
the outcome of the Company's offering and discussions
of other options, such as arranging for PVA
manufacturers to produce the Company's BioCompostable(TM)
materials.

Independent research has indicated that the potential
market size for our products could be 30 million tons
per annum. Interest in our products from around the
world has been created by our marketing programme and
indicates a global demand which may become significant.

In order to exploit this opportunity as soon as
possible, the company's management believes that it
should consider licensing the production of its
polymers. Consequently negotiations are currently
taking place with a number of PVA manufacturers to
produce biodegradable polymers from the patented
compositions of ingredients that the company would
sell licenses to them. These companies should also
be able to utilize their own world-wide distribution
partners to provide the geographical reach and market
knowledge necessary to ensure maximum exposure.

The company is currently working with Mitsui Plastics,
a major international distributor, evaluating
opportunities for its products in the U.S.A., which is
seen by Management as a significant potential market.
If substantial contracts could be obtained, this would
provide a greater incentive to PVA manufacturers to
commence production.

We anticipate a proportion of the initial sales to
customers will be to the Italian market, where new
legislation to ban a number of plastic applications
is currently in the implementation phase. We are
currently working with a development partner in this
market for whom we have successfully made a
water-soluble stick for their use in making a
healthcare product. Working with a development
partner in each market sector (i.e. pharmaceuticals,
agriculture, etc.) is viewed as another way to exploit
our products potential as soon as possible. The
company is currently working with a number of
potential customers who could receive products produced
from the first large deliveries of PVAXX(R). The
pharmaceutical sector is being developed over the
mid-term and will offer higher-margin opportunities.

In addition the Company is considering the manufacture
of its patented pellet-forming machinery under license
by specialist engineering companies in order that
greater quantities of our products could be produced
more quickly. The Company is currently in discussions
with a company for this purpose.

Overhead and Operating Expenses

Currently we do not expect our present levels of selling,
general and administration expense (about $400,000 per
quarter), nor our research and development activities
(which cost about $250,000 per quarter) to increase
significantly. Further increases in costs will be
determined by increasing production activities.

Liquidity and Capital Resources

The Company remains in the development stage and, since
inception, has experienced no significant change in
liquidity or capital resources or stockholder's equity.
The Company's balance sheet as of December 31, 2001,
reflects a current asset value of $414,641, and a total
asset value of $1,184,493 in the form of cash; property,
plant and equipment (primarily leased); and costs of
applying for patent protection.  Prior to achieving
greater levels of sales, the majority shareholder has
provided additional loan finance to the Company and
may contribute additional funds, or the Company may
be successful in raising capital through the sale of
equity. The Company is in the process of registering for
the sale of equity in connection with the sale of
1,200,000 shares at approximately $10.00/share. The
Company does not have any underwriting commitments for
such sale of equity and cannot provide assurances that
it will raise significant proceeds from the intended
offering and may receive no or nominal proceeds,
significantly restricting the Company's activities and
plan of operations.

Notwithstanding the steps taken by us to raise
additional capital, our immediate cash requirements are
significant. We cannot be sure that we will be able to
successfully realize cash flow from operations or that
such cash flow will be sufficient. However, we believe
that our existing and anticipated capital resources will
enable us to fund our planned operations through fiscal
2002.

In addition, our annual and quarterly operating results
may be affected by a number of factors, including the
following:
- our ability to manage inventories, shortages of
  components or labor;
- the degree of automation used in the assembly process;
- fluctuations in material costs and the mix of material
  costs versus labor;
- manufacturing and overhead costs;
- price competition;
- the inability to pass on excess costs to customers;
- the timing of expenditures in anticipation of increased
  sales; and
- customer product delivery requirements.

Any one of these factors, or a combination thereof, could
adversely affect us.

The Company believes that obtaining $1,000,000 of net
proceeds from the intended offering together with cash
generated from planned operations will permit it to
continue meeting its working capital obligations and fund the
further development of its business for at least the next 12
months. There can be no assurance that any additional financing
will be available to the Company on acceptable terms, or at all.
If adequate funds are not available, the Company may be required
to delay, scale back or eliminate its research, engineering
and development or manufacturing programs or obtain funds through
arrangements with partners or others that may require the Company
to relinquish rights to certain of its technologies or potential
products or other assets. Accordingly, the inability to obtain
such financing could have a material adverse effect on the
Company's business, financial condition and results of
operations.

Evolving Industry Standards; Rapid Technological Changes

The Company's success in its business will depend in part upon
its continued ability to enhance its existing products, to
introduce new products quickly and cost effectively to meet
evolving customer needs, to achieve market acceptance for new
product offerings and to respond to emerging industry standards
and other technological changes. There can be no assurance that
the Company will be able to respond effectively to technological
changes or new industry standards.  Moreover, there can be no
assurance that competitors of the Company will not develop
competitive products, or that any such competitive products
will not have an adverse effect upon the Company's operating
results.

There can also be no assurance that the Company will be
successful in refining, enhancing and developing its operating
strategies and products going forward, that the costs associated
with refining, enhancing and developing such strategies and
products will not increase significantly in future periods or
that the Company's existing technology will not become obsolete
as a result of ongoing technological developments in the
marketplace.

Volatility of Stock Price

The Company believes factors such as the Company's liquidity and
financial resources, quarter to quarter and year-to-year
variations in financial results could cause the market price of
the Company's common stock to fluctuate substantially. Any
adverse announcement with respect to such matters or any
shortfall in revenue or earnings from levels expected by
management could have an immediate and material adverse effect
on the trading price of the Company's common stock in any given
period. As a result, the market for the Company's common stock may
experience material adverse price and volume fluctuations and an
investment in the Company's common stock is not suitable for any
investor who is unwilling to assume the risk associated with any
such price and volume fluctuations. As a consequence this may
inhibit the Company's ability to raise additional finance, if
required.

Sufficiency of Cash Flows

The Company believes that current cash balances and any cash
generated from operations and from available debt or equity
financing will be sufficient to meet its cash needs for working
capital and capital expenditures for at least the next twelve
months provided at least $1,000,000 is raised in the intended
offering. Thereafter, if cash generated from operations is
insufficient to satisfy the Company's liquidity requirements,
management may seek to sell additional equity or obtain credit
facilities. The sale of additional equity could result
in additional dilution to the Company's shareholders.

Results of Operations

Although we have yet to realize significant revenues from our
planned operations, sales of small quantities of product, for
trialing and testing purposes, have resulted in revenues of
$5,010 being received by the Company for the 6 months ended
December 31, 2001 ($15,108 since inception).

Income Taxes

The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" issued by the Financial
Accounting Standards Board, under which deferred tax assets
and liabilities are provided on differences between the
carrying amounts for financial reporting and the tax basis
of assets and liabilities for income tax purposes using the
enacted tax rates.  Under SFAS 109, deferred tax assets may
be recognized for temporary differences that will result in
deductible amounts in future periods. A valuation allowance
is recognized if on the weight of available evidence it is
more likely than not that some portion or the entire
deferred tax asset will not be realized. Consequently the
Company has not recorded an asset on its balance sheet to
recognize the tax benefit of its losses since inception.


MARKET RISKS AND OTHER BUSINESS FACTORS

In passing the Private Securities Litigation Reform Act
of 1995 (the "Reform Act"), Congress encouraged public
companies to make "forward looking statements" by creating
a safe harbor to protect companies from securities law
liability in connection with forward looking statements.
We intend to qualify both our written and oral forward
looking statements for protection under the Reform Act
and any other similar safe harbor provisions.

Generally, forward looking statements include expressed
expectations of future events and the assumptions on which
the expressed expectations are based. All forward looking
statements are inherently uncertain as they are based on
various expectations and assumptions concerning future
events and they are subject to numerous known and unknown
risks and uncertainties which could cause actual events or
results to differ materially from those projected.

Due to those uncertainties and risks, the investment
community is urged not to place undue reliance on our
written or oral forward looking statements. We undertake
no obligation to update or revise our forward looking
statements to reflect future developments. In addition,
we undertake no obligation to update or revise forward
looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes to future
operating results over time.

Risk Factors

In summary, risks faced by the company (which are fully
discussed in the Company's current SB-2 Registration
Statement) include:
     Technological uncertainty and Lack of market acceptance;
     Competition;
     Dependence on Key Personnel;
     Dependence on Patents, Trademarks and Proprietary
      Information;
     Limited Operating History;
     Potential Fluctuations in Quarterly Operating Results;
     International distribution inexperience;
     Foreign currency management inexperience;
     Relationships with foreign producers;
     Indemnification of Officers and Directors;
     Possible Need for Additional Financing;
     Possible impact of Demand Notes;
     Control by Principal Shareholders, Officers and
      Directors;
     Issuance of Preferred Stock;
     Trading Market; Volatility of Stock Price;
     Stock market regulation; and
     Potential impact of Selling Shareholders on
     Company's Primary Offering.


                           PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings

          Neither the Registrant nor any of its affiliates are a
          party, nor is any of their property subject, to material
          pending legal proceedings or material proceedings known
          to be contemplated by governmental authorities.

ITEM 2.  Changes in Securities

          None

ITEM 3.  Defaults Upon Senior Securities

          None

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

          None

ITEM 5.  Other Information

          None

ITEM 6.  Exhibits and Reports on Form 8 K

 (a)  Exhibits

The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are
incorporated herein by this reference:

      Exhibit No.           Exhibit

#     2.10                  Agreement and Plan of Share Exchange
#     2.11                  Articles of Share Exchange

#     3(i)                  Articles of Incorporation
#     3(ii)                 Bylaws

#     4(a)                  Agreements Defining Certain Rights of
                             Shareholders
#     4(b)                  Specimen Stock Certificate

       9                    Not applicable

#     10                    Material contracts

      11                    Not applicable

      15                    Letter on unaudited interim financial
                             information

#     16                    Letter on change in certifying accountant

      18                    Not applicable

      19                    Not applicable

      21                    Not applicable

      22                    Not applicable

#     23                    Consent of Experts and Counsel

#     24                    Power of attorney

#     99.1                  Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     previously filed


(b)  Reports on Form 8 K

No Forms 8K were filed during the 3 months ended December 31,2001

<PAGE>  17

                                   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.


                                           PVAXX CORPORATION

                                           /s/ H. Stevens

                                           By: H. STEVENS
                                           Title:  CEO

                                           /s/ J Halliday

                                           By: J HALLIDAY
                                           Title:  CFO

                                           Date: April 23, 2002