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


                                Amendment No. 1 to

                                   FORM 10 QSB

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


            For the quarterly period ended           September 30, 2001

            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 September 30, 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 FOR
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
                          September 30, 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 September 30, 2001 and the related
consolidated statements of operations, changes in stockholders' equity
and cash flows for the three month periods ended September 30, 2001, and
September 30,2000, and the cumulative totals for development stage
operations from March 16,2000 (inception) through September 30,2001, 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 the
financial statements taken as a whole. Accordingly, we do not express
such an opinion.

Based on our review, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with 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
December 14, 2001

<PAGE>  F-3

                               PVAXX CORPORATION
                         (A Development Stage Company)
                          CONSOLIDATED BALANCE SHEETS

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

<S>                                                      <C>                <C>
CURRENT ASSETS:
     Cash and cash equivalents                            $    34,944          6,019
     Restricted cash and cash equivalents (Note 5 )           299,970        299,970
     Accounts receivable                                            -          2,266
     VAT (tax) refund receivable                               28,824         28,219
     Inventories                                               22,108         22,109
     Prepaid expenses                                          38,245         43,714
                                                            ---------     ----------
            Total current assets                          $   424,091   $    402,297
PROPERTY, PLANT and EQUIPMENT: (Note 9)
     Leasehold property improvements                      $    38,147         35,206
     Machinery & equipment                                    702,024        680,336
     Office furniture & equipment                              62,682         62,683
     Motor vehicles                                            12,775         12,775
     Less:  accumulated depreciation                         (214,794)      (174,741)
                                                            ---------      ---------
            Net property, plant & equipment               $   600,834    $   616,259
INTANGIBLE ASSETS: (Note 2)
     Patents & trademarks                                 $   159,389    $   146,653
OTHER ASSETS:
     Deposits                                             $     4,349    $     4,349
                                                           ----------     ----------
     Total assets                                         $ 1,188,663    $ 1,169,558
                                                           ----------     ----------

                   LIABILITIES AND SHAREHOLDERS' EQUITY
                   ------------------------------------
CURRENT LIABILITIES:
     Accounts Payable                                     $   187,096        185,215
     Capital lease obligations (Note 8)                         2,842          2,726
     Capital lease obligations to related
             parties (Note 8)                                 129,338        124,059
     Loans payable to related parties                       1,885,934      1,498,047
     Accrued interest - related parties                       100,243         69,321
     Accrued wages - officers                               1,023,616        840,039
     Other accrued liabilities                                 72,753         91,289
                                                            ---------      ---------
          Total current liabilities                       $ 3,401,822    $ 2,810,696
LONG TERM LIABILITIES:
     Capital lease obligations(Note 8)                    $       474          1,136
     Capital lease obligations to related
           parties (Note 8)                                   295,905        314,842
                                                            ---------      ---------
          Total long term liabilities                     $   296,379    $   315,978
                                                            ---------      ---------
     Total liabilities                                    $ 3,698,201    $ 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                               374,865        239,724
     Deficit accumulated during the development stage      (3,188,603)    (2,501,040)
                                                           ----------      ---------
     Total equity                                         $(2,509,538)   $(1,957,116)
                                                           ----------      ---------
     Total liabilities and equity                         $ 1,188,663    $ 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    From Inception
                                            3 months       3 months    (March 16,2000)
                                               ended          ended     thru' Sept 30
                                             Sept 30        Sept 30              2001
                                                         Restated(1)
                                          (Unaudited)    (Unaudited)       (Unaudited)

<S>                                     <C>              <C>           <C>
SALES                                   $      3,091  $           -      $     13,189
                                         -----------   ------------       -----------
   Cost of Goods Sold and
        Other Operating Charges         $          -  $           -      $          -
   Research and Development Costs            257,111         52,787         1,158,644
   Selling, General and
        Administrative Costs                 272,937        340,244         1,708,088
   Depreciation and Amortization              40,053         86,122           213,729
                                         -----------    -----------       -----------
      Total Costs                       $    570,101   $    479,153      $  3,080,461
                                         -----------    -----------       -----------
Operating (loss)                        $   (567,010)  $   (479,153)     $ (3,067,272)
OTHER INCOME / (EXPENSE)
   Interest                                  (33,875)                        (125,607)
   Currency re-measurement                   (86,678)           116             4,276
                                         -----------    -----------       -----------
Net (Loss)                              $   (687,563)  $   (479,037)       (3,188,603)
INCOME TAXES                                       -              -                 -
                                         -----------    -----------       -----------
Net loss accumulated during the
 development stage                      $   (687,563)  $   (479,037)     $ (3,188,603)
                                         -----------    -----------       -----------
PER SHARE INFORMATION (Note 7)
  Weighted average number of
  common shares outstanding               21,322,800     21,322,800        21,200,363
                                          ----------     ----------        ----------
Basic & Diluted (loss) per share        $      (0.03)  $      (0.02)     $      (0.15)
                                          ----------     ----------        ----------

(1)The accounts for the three months ended September 30, 2000 have been
   restated to disclose Depreciation & Amortization, Interest, and Currency
   re-measurement effects. As a result Selling, General and Administrative
   costs as reported above are $86,122 lower than previously reported. The
   $116 Currency re-measurement effect was previously reported as Other
   Comprehensive Income.

</TABLE>

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)                   (13,521)          -         (135)        -         135          -           -

Issuance of common stock
to various persons for cash  13,521           -          135         -     135,006          -     135,141

Net loss for the period
 ended September 30,2001          -           -            -         -           -   (687,563)   (687,563)
                         ----------  ----------    ---------   --------   --------  ----------   ---------
Balance September 30,2001
(Unaudited)              21,322,800  10,000,000   $  204,200 $ 100,000   $ 374,865$(3,188,603)$(2,509,538)
                        ----------   ----------    ---------   --------   --------  ----------   ---------


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
                                                         3 months       3 months   (March 16,2000)
                                                            ended          ended    thru' Sept 30
                                                          Sept 30        Sept 30             2001
                                                       (Unaudited)    (Unaudited)      (Unaudited)

<S>                                                  <C>            <C>             <C>
CASH (USED) IN OPERATING ACTIVITIES:
  Net Loss                                           $   (687,563)  $   (479,037)    $ (3,188,603)
  Adjustments to reconcile net loss to net cash
   provided by / (used in) operating activities:
    Depreciation and amortization                    $     40,053   $     86,122     $    213,729
    Currency re-measurement adjustment on capital
    lease obligations                                      18,167          1,059          (26,963)
    (Increase) in accounts receivable                       2,266              -                -
    Decrease/(Increase) in VAT taxes receivable              (605)       (14,660)         (27,521)
    (Increase)/Decrease in inventories                          1              -          (22,108)
    Decrease/(Increase) in prepaid expenses                 5,469              -          (38,245)
    (Increase) in other assets                                  -              -           (4,349)
    Increase/(Decrease) in accounts payable                 1,881        (13,824)         187,096
    Increase/(Decrease) in accrued interest                30,922          5,332          100,243
    Increase /(Decrease) in accrued liabilities           (18,536)         7,098           57,699
    Increase in accrued officer wages                     183,577        150,000        1,023,616
                                                       -----------    -----------     -----------
 Net cash provided by/(used in) operating
  activities                                          $  (424,368)  $   (257,910)    $ (1,725,406)

INVESTING ACTIVITIES:
    Purchase of equipment                                 (24,628)        (7,354)        (169,545)
    Acquisition of patents & trademarks                   (12,736)             -          (91,371)
                                                       -----------   -----------      -----------
 Cash (used in) investing activities                  $   (37,364)  $     (7,354)    $   (260,916)

CASH PROVIDED BY FINANCING ACTIVITIES:
    Proceeds from sale of common stock                    135,141              -          670,451
    Cash restricted by investor                                 -              -         (299,970)
    Increase in loans by related party                    387,887        184,407        1,836,804
    Capital element of capital lease payments             (32,371)       (11,427)        (186,019)
                                                       -----------    -----------     -----------
 Cash provided by financing activities                $   490,657    $   172,980     $  2,021,266
                                                       -----------    -----------     -----------

Increase/(Decrease) Cash and Cash Equivalents              28,925        (92,284)          34,944
Cash at beginning of period                                 6,019        118,631                0
                                                       -----------    -----------     -----------
Cash at end of period                                 $    34,944    $    26,347     $     34,944
                                                       -----------    -----------     -----------

Supplemental information:
    Interest paid                                     $     2,953    $        34     $     25,364
    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



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 SEPTEMBER 30,2001

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 & Development Ltd.
and PVAXX (Europe) Ltd. PVAXX Corporation acquired the net business
assets of PVAXX Technologies Ltd. and PVAXX Research & 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 SEC 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 three
months ended September 30,2001, 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, September 30,2001, 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 March 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 $3,188,603 available to future periods due
to losses generated since its inception through September 30, 2001
(2000: $934,317). 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 recognizes 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 (161,028 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 nil compensation, to
compensate it for the shares that it surrendered for this purpose.

Through September 30,2001, the major shareholder has advanced
$1,885,934 (2000: $266,609) 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 $100,243 (2000: $Nil)
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 $159,389 (2000: $62,981).

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 $900,000 (2000: $300,000) 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 to the end
of the lease in May 2003, and the sub-tenant is responsible for
all costs until that time.

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: $114,610; $96,986; $58,800; $58,800; $58,800 for the
12 months ended September 30,2002, 2003, 2004, 2005 and 2006
respectively, and $205,800 for subsequent years.

Rental expense under operating leases was $25,411 in the 3 months
ended September 30,2001 (2000: $25,791).

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.


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.


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 $12,125 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 September 30,2001 exchange rates, are as follows:

                                         Related Party      Third Party
12 months ended September 30
      2002                                   $ 145,504         $  3,609
      2003                                     305,334              903
                                               -------          -------
Total minimum lease payments                   450,838            4,512
Less: Imputed interest                         (25,595)          (1,196)
                                               -------          -------
Present value of net minimum lease payments  $ 425,243         $  3,316
                                               -------          -------

Current                                        129,338            2,842
Long term                                      295,905              474
                                               -------          -------
      Total                                  $ 425,243         $  3,316
                                               -------          -------

PVAXX Corporation is the guarantor of these leases.


NOTE 9 - PROPERTY, PLANT & EQUIPMENT

                                          Total      Leased    Purchased
September 30,2001
Leasehold property improvements          38,147      38,147           -
Machinery & equipment                   702,024     594,637     107,387
Office furniture & equipment             62,682      38,671      24,011
Motor vehicles                           12,775      12,775           -
                                        -------     -------      ------
Cost                                    815,628     684,230     131,398
Less: Accumulated depreciation         (214,794)   (191,343)    (23,451)
                                        -------     -------      ------
Net book value                        $ 600,834   $ 492,887   $ 107,947
                                        -------     -------      ------


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
September 30,2001
Net operating loss                                          $ 1,084,000
Valuation allowance                                          (1,084,000)
                                                              ---------
Balance at September 30,2001                                $         -
                                                              ---------



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 3 MONTHS ENDED SEPTEMBER 30, 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 September 30, 2001.

The Company has accomplished the following during the period from inception
on March 16, 2000 to September 30, 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 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, 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 obtaining "memorandums of understanding" so as to
indicate both the timing of orders and the quantities envisaged. The Company
then plans to use these in its discussions with manufacturing companies. A
number of manufacturing companies have expressed their interest in this
concept. Similarly, a number of engineering companies have expressed an
interest in making the Company's tablet forming and pelletizing equipment.
The principal objective for the next twelve months is to have signed sales
contracts in place -the Company plans to have a number of these in place
before the end of March 2002 - and commence production of large volumes
of its products.

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 18 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. This approach is expected to lead to the completion of
"memorandums of understanding" with major customers to
indicate likely volumes and the timing of these requirements.

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 administration expense
(about $400,000 per quarter), nor our research and development activities
(which cost about $300,000 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
September 30, 2001, reflects a current asset value of $424,091, and a
total asset value of $1,188,663 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 this
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 $3,091 being received
by the Company for the 3 months ended September 30, 2001 ($13,189
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 for
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


                          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

      13

#     16                    Letter on change in certifying accountant

      18                    Not applicable

      21                    Not applicable

      22                    Not applicable

#     23.1                  Consent of Counsel

#     99.1                  Safe Harbor Compliance Statement
____________________________

x     filed herewith

#     previously filed


(b)  Reports on Form 8 K

3 Forms 8K were filed during the 3 months ended September 30,2001 as follows:

(i)   On September 5,2001, the letter received from the former certifying
      accountant, Dennis Bersch, CPA, confirming that there had been no
      disputes on accounting matters or disclosures, nor restriction of audit
      scope, during the period of his appointment;

(ii)  On September 14,2001, a letter of explanation from the Company's
      CFO regarding the company's action in dismissing Dennis Bersch, CPA,
      and discussing auditor independence;

(iii) September 21,2001, clarification that the company's new
      certifying accountants are PKF, Nottingham, England, and that
      they had accepted the appointment.


<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: January 8, 2002