<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
         QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
                           ACT REPORTING REQUIREMENTS

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the quarterly period ended  December 31, 2001


                          Commission File No. 000-30603
                                  HIV-VAC, INC.
             (Exact name of registrant as specified in its charter)








Nevada                                                                86-0876846
--------------------------------------------------------------------------------
(State of organization)                     (I.R.S. Employer Identification No.)


12 Harben Court, Collingwood, Ontario Canada L9Y 4L8
--------------------------------------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code (705) 444-6317

Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days.  Yes X

There are 3,470,413 shares of common stock outstanding, 10,000 shares of
preferred series "A" and 10,000 shares of preferred series "B" stock outstanding
as of December 31, 2001.


<PAGE>


                                   HIV-VAC Inc

                                    Form 10QSB

                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS



PART I.     FINANCIAL INFORMATION                                           PAGE
Item 1.     Financial Statements:
             Condensed Balance Sheets......................................   1
             Condensed Statements of Operations............................   2
             Condensed Statements of Cash Flows............................   3
             Notes to Condensed Financial Statements.......................   4

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations:
             Overview......................................................   5
             Results of Operations.........................................   6
             Liquidity and Capital Resources...............................   7

PART II.    OTHER INFORMATION

Item 2.     Changes in Securities and Use of Proceeds......................   7
Item 6.     Exhibits and Reports on Form 8-K...............................   7
            Signature......................................................  8


<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                     ASSETS
                                                                                        December 31              September 30,
                                                                                           2001                     2001
                                                                                    --------------------     --------------------
<S>                                                                                 <C>                      <C>
Current Assets
  Cash and equivalents                                                              $             19,554     $             41,427
  Note receivable                                                                                   --
                                                                                    --------------------     --------------------
     Total current assets                                                                         19,554                   41,427
                                                                                    --------------------     --------------------

Furniture and equipment, net                                                                      32,767                   35,034
                                                                                    --------------------     --------------------

Other Assets
  Intangible assets, net                                                                         179,804                  186,519
                                                                                    --------------------     --------------------
Total assets                                                                        $            232,125     $            262,980
                                                                                    ====================     ====================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Notes payable                                                                     $            140,000     $            140,000
  Accrued liabilities:
     Related parties                                                                             609,397                  521,514
     Accounts payable                                                                             45,778                   39,838
                                                                                    --------------------     --------------------
     Total Current Liabilities                                                                   795,175                  701,352
                                                                                    --------------------     --------------------

Stockholders' Equity (Deficit)
   Preferred stock, $0.01 par value; 10,000,000 shares
     authorized
         Series A, non-preferential; 10,000 issued and
         outstanding                                                                                 100                      100
         Series B, convertible, non-preferential; 1,000,000
         and -0- shares issued and outstanding, respectively                                      10,000                   10,000
   Common stock, $0.001 par value; 500,000,000 shares authorized;
     3,470,413 and 465,172 shares issued and outstanding, respectively                             3,470                    3,470
   Additional paid in capital                                                                  5,120,888                5,110,888
   Deficit accumulated during the development stage                                           (5,687,779)              (5,553,853)
   Treasury stock, at cost; 101,600 common stock                                                  (1,767)                  (1,767)
   Accumulated other comprehensive loss                                                           (7,960)                  (7,210)
                                                                                    --------------------     --------------------
    Total stockholders' equity (deficit)                                                        (563,050)                (438,372)
                                                                                    --------------------     --------------------

     Total liabilities and stockholders' equity (deficit)                           $            232,125     $            262,980
                                                                                    ====================     ====================
</TABLE>


       See accompanying notes to unaudited condensed financial statements.


                                       -1-
<PAGE>


                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD
             FROM JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2001
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                 Period from
                                                  January 10,
                                                     1997                  For the Three Months Ended
                                                (Inception) to             --------------------------
                                                  December 31,          December 31,          December 31,
                                                     2001                   2001                   2001
                                                  -----------           -----------           -----------
<S>                                               <C>                   <C>                   <C>
Expenses
Research, general and administrative              $ 4,897,125           $   125,258           $   115,794
Depreciation and amortization                          78,074                 8,983                 9,089
Loss from disposal of assets                           30,195                    --                    --
                                                  -----------           -----------           -----------
                                                    5,005,394               134,241               124,883
                                                  -----------           -----------           -----------

Loss from operations                               (5,005,394)             (134,241)             (124,883)
                                                  -----------           -----------           -----------

Other Income (Expense)
Other expenses                                       (243,934)                   --                    --
Interest income                                         3,728                   313                   327
                                                  -----------           -----------           -----------
Total other income (expense)                         (240,206)                  313                   327
                                                  -----------           -----------           -----------

Loss from continuing operations                    (5,245,600)             (133,928)             (124,556)

Loss from discontinued operations                    (432,181)                   --                    --
                                                  -----------           -----------           -----------

Net loss                                          $(5,677,781)          $  (133,928)          $  (124,556)
                                                  ===========           ===========           ===========


Loss per weighted-average share of common
stock outstanding - basic and diluted                                   $     (0.04)          $     (0.27)
                                                                        ===========           ===========

Weighted average number of common shares
outstanding during period - basic and diluted                             3,470,413               464,156
                                                                        ===========           ===========
</TABLE>

                                       -2-
<PAGE>
                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
  FOR THE THREE MONTHS ENDED DECEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM
          JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2001 (UNAUDITED)



<TABLE>
<CAPTION>
                                                          Period from
                                                          January 10,
                                                              1997                      For the Three Months Ended
                                                        (Inception) to         ---------------------------------------------
                                                       December 31, 2001        December 31, 2001        December 31, 2000
                                                      --------------------     --------------------     --------------------
<S>                                                   <C>                      <C>                      <C>
Cash Flows From Operating Activities:
  Net loss                                            $         (5,677,781)    $           (133,928)    $           (124,556)
  Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                                  78,074                    8,983                    9,089
     Officers' compensation capitalized                             90,000                   10,000                   10,000
     Other expenses relating to Noveaux acquisition                243,934                     --                       --
     Issuance of stock for services                              1,370,000                     --                       --
     Issuance of stock for licensing fees                          635,500                     --                       --
     Issuance of stock for patent fees                           1,500,000                     --                       --
     Loss from foreign currency translation                         (7,961)                    (751)                  (4,323)
     Decrease (increase) in note receivable                           --                       --                       --
     (Decrease) in notes payable                                      --                       --                       --
     Increase in accrued liabilities                               641,699                   93,823                   69,802
                                                      --------------------     --------------------     --------------------
Net Cash Used in Operating Activities                           (1,126,535)                 (21,873)                 (39,988)
                                                      --------------------     --------------------     --------------------

Cash Flow From Investing Activities:
  Purchase of patent rights                                        (85,000)                    --                       --
  Purchase of furniture and equipment                              (48,416)                    --                       --
  Purchase of treasury stock                                        (1,767)                    --                       --
  Cash acquired in acquisition                                     120,272                     --                       --
                                                      --------------------     --------------------     --------------------
Net Cash Used in Investing Activities                              (14,911)                    --                       --
                                                      --------------------     --------------------     --------------------

Cash Flows from Financing Activities:
  Proceeds from issue of preferred stock series B                   10,000                     --                       --
  Proceeds from issuance of common stock                           669,164                     --                       --
  Preferred dividends paid                                            --                       --                       --
  Proceeds from notes payable                                      140,000                     --                       --
  Subscription receivable                                             --                       --                       --
  Payment of stockholder's loan                                       (272)                    --                       --
  Proceeds from additional paid in capital                         342,108                     --                       --
                                                      --------------------     --------------------     --------------------
Net Cash Provided by Financing Activities                        1,161,000                     --                       --
                                                      --------------------     --------------------     --------------------

Net increase (decrease) in cash                                     19,554                  (21,873)                 (39,988)
Cash and equivalents at beginning of period                           --                     41,427                  151,210
                                                      --------------------     --------------------     --------------------
Cash and equivalents at end of period                 $             19,554     $             19,554     $            111,222
                                                      ====================     ====================     ====================

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
  Interest                                            $               --       $               --       $               --
                                                      ====================     ====================     ====================
  Income taxes                                        $               --       $               --       $               --
                                                      ====================     ====================     ====================
Non Cash Transactions:
  Capitalized officers' compensation                  $             90,000     $             10,000     $             10,000
                                                      ====================     ====================     ====================
  Issuance of common shares for Noveaux merger        $            106,525     $               --       $               --
                                                      ====================     ====================     ====================
  Issuance of common shares for license               $            735,500     $               --       $               --
                                                      ====================     ====================     ====================
  Issuance of common shares for patent fees           $          1,500,000     $               --       $               --
                                                      ====================     ====================     ====================
  Issuance of common shares for LifePlan merger       $             50,000     $               --       $               --
                                                      ====================     ====================     ====================
  Issuance of common shares for services              $          1,370,000     $               --       $               --
                                                      ====================     ====================     ====================
  Preferred B stock dividend                          $             10,000     $               --       $               --
                                                      ====================     ====================     ====================
  Forgiveness of stockholder debt                     $              7,227     $               --       $               --
                                                      ====================     ====================     ====================
</TABLE>

 See accompanying summary of notes to unaudited condensed financial statements.

                                       -3-
<PAGE>


                                   HIV-VAC INC
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               DECEMBER 31, 2001.

                                   (UNAUDITED)

1.        BASIS OF PRESENTATION

The accompanying interim condensed financial statements of HIV-VAC, Inc. (the
"Company") have been prepared in conformity with accounting principles generally
accepted in the United States, consistent in all material respects with those
applied in the company's Annual Report on Form 10-KSB for the year ended
September 30, 2001. The interim financial information is unaudited, but reflects
all normal adjustments, which are, in the opinion of management, necessary to
provide a fair statement of results for the interim periods presented. The
interim financial statements should be read in connection with the financial
statements in the company's Annual Report on Form 10-KSB for the year ended
September 30, 2000. Certain amounts for prior periods have been reclassified to
conform to the current presentation. All share and per share amounts in prior
periods have been restated to reflect the 1:100 reverse stock split, effected on
July 22, 2001.

The condensed financial statements and notes are presented as permitted by Form
10-Q, and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended September 30, 2001

GOING CONCERN

The Company's condensed financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has experienced
recurring losses since inception and has negative shareholders equity, negative
net working capital and negative cash flows from operations. For the years ended
September 30, 2001 and September 30, 2000, the Company experienced a net loss of
$2,026,846 and $2,628,432 respectively.

The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, initiating sale of its product, and
attaining profitable operations.

Management is pursuing various sources of equity financing. Although the Company
plans to pursue additional financing, there can be no assurance that the Company
will be able to secure financing or obtain financing on terms beneficial to the
Company.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern

2.       FINANCIAL STATEMENTS

The condensed financial statements include the accounts of the Company.

3.       LOSS PER SHARE

Excluded from the computation of basic and diluted loss per share, were stock
options outstanding for the purchase of 7,800,000 shares of common stock as of
December 31, 2001 and 300,000 shares of common stock at December 31, 2000
respectively, because the representative share increments would be antidilutive.



                                      -4-
<PAGE>


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

This discussion and analysis should be read in conjunction with our condensed
financial statements and related notes thereto appearing in Item 1 of this
report. In addition to historical information, this report contains
"forward-looking statements" that are within the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, and that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. The words "believe", "expect", "intend",
"anticipate", and similar expressions are used to identify forward-looking
statements, but their absence does not mean that such statement is not
forward-looking. Many factors could affect the Company's actual results
including the performance of the Company's proposed HIV vaccine which still
needs to establish safety and efficacy in human trials. The proposed HIV vaccine
is the company's only product and the effectiveness of the proposed vaccine is
unknown. The commercialization of the product is dependent on the safety and
effectiveness of the proposed vaccine and will require regulatory approval
before any commercialization can occur. This process could take up to 5 years.
The Company is not likely to achieve any earnings until commercialization takes
place. These risk factors, among others, could cause results to differ
materially from those presently anticipated by the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report. The Company undertakes no obligation
to publicly release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances after the date of
this report or to reflect the occurrence of anticipated events.

OVERVIEW

         Our proposed vaccine was developed by Dr. Gordon Skinner through The
University of Birmingham, UK. It has completed toxicity trials at The Federal
Russia AIDS Center. Human testing is expected to start in Russia as soon as
regulatory approval for a human Phase I/II trial is approved. It is hoped that
this will occur within the next six months.

         The Company is also in discussions with the Ministry of Health of The
Government of Zambia to initiate a human trial in Zambia using the local HIV
strain. Human trials in Zambia would commence after a satisfactory pre-clinical
trial which will evaluate toxicity and immunogenicity of the vaccine made for
the local strain. It is estimated that pre-clinical trial in Zambia will take
approximately six months to complete. The Company intends to invite the Division
of AIDS of National Institute of Allergy and Infectious Diseases to monitor both
the Russian and Zambian trials. Trials in Africa and Russia are subject to
raising satisfactory financing.

         In October 2001, the Company made an application to the Medical Control
Agency in The United Kingdom for an exemption to commence a phase I/II trial in
the United Kingdom. The Company is in the process of providing the agency with
additional data and reports requested subsequent to the application and expects
to re-submit a new application by May 2002.

         Trials in both Russia and Africa will be monitored and evaluated at our
laboratory located in Birmingham, UK. We also plan to make use of independent
laboratories to substantiate our studies.

         To date, we have generated no operating revenues. We anticipate only
modest revenues from government or other grants or from collaborations with
other entities over the next three to five years. We have incurred losses since
inception as a result of research and development and general and administrative
expenses in support of our operations. As of December 31,2001, we had a deficit
of $5,687,784.



                                      -5-
<PAGE>

         We expect to purchase approximately $500,000 in equipment in the next
two years to be used for research and expanding testing laboratories. In
addition, we expect to hire an additional fifteen employees for both research
and administrative support.

         We anticipate incurring substantial losses over at least the next five
years as we complete our clinical trials, apply for regulatory approvals,
continue development of our technology and expand our operations.

         We estimate that it requires $5 million over the next 12 months in
order to commence human trials. Future capital requirements depend on several
factors, including the progress of our laboratory and I/II clinical trials, the
progress of internal research and development projects, the need for manufacture
facilities, the purchase of additional capital equipment; and the availability
of government research grants.

         The Company does not currently have the financing required to preceed
with human trials, and is currently seeking financing of $5 million through an
equity line or private placement. In addition we are looking at other financing
methods including finding joint venture partners who might provide substantial
funding to the project or the granting of sub-licenses on payment of upfront
fees and the payment of on-going royalties on sales. However, the Company is not
currently negotiating with any potential joint venture partners and there can be
no assurance that the Company will enter into any joint venture agreements. If
the company is not able to obtain the equity or any other source of financing,
we will have to cease all operations.

         Subsequent to December 31, 2001, the Company has repurchased all of the
outstanding Preferred Series B shares and warrants issued to Bromely Holdings
Inc in August. 2001.

RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2001 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2000.


EXPENDITURE

Research and developement costs for the three months ended December 31, 2001
decreased by $8,539 from $87,997 for the three months ended December 31, 2000 to
$79,438 for the three months ended December 31, 2000. The decrease in
expenditure was due to a reduction in expenditure in order to conserve cash.
Administrative expenditure increased by $16,215 from $38,588 for the quarter
ended December 31, 2000 to $54,803. The increase was primalily due to an
increase in legal and audit fees associated with the Company's SEC filings.

OTHER INCOME

Other income consisted of interest income derived from cash on deposit.
Interest income decreased by $14 from $327 for the three months ended December
31, 2000 to $311 for the three months ended December 31, 2001.


NET LOSS

Net loss for the three months ended December 31, 2001 was $133,928 compared to a
loss of $124,556 the three months ended December 31, 2000. The decrease in the
net loss was due to a slight reduction in research costs offset by higher legal
and audit costs.



                                       -6-
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and a notes receivable were $19,554 at December 31, 2001.
Operations for the three months have been financed through a loan from Intracell
Vaccines Limited and through the utilization of $21,873 in cash on hand.

The Company does not have the liquidity or capital required to commence human
trial testing of its vaccine and is exploring numerous alternatives to finance
operations. These include the funding of the Company through private placement
agreements, possible joint venture proposals where the partner provides
substantial funding to the project, or the granting of sub-licenses upon payment
of upfront fees as well as the payment of on-going royalties on sales.

Our exposure to foreign exchange rate risk is primarily related to our
conducting research at our facility in the United Kingdom. A sudden decrease in
The UK's currency exchange rate versus the U.S. Dollar could have an adverse
impact on our expenses.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not currently subject to any legal proceedings or claims.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

The company has not issued or redeemed any securities during the three months
ended December 31, 2001. Subsequent to this reorting period, the company
re-purchase the Preferred series "B" stock and warrants issued to Bromely
Holdings Inc in August 2001 in January 2002.



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: Exhibits required to be attached to Item 601 of Regulation S-B are
    listed in the Index to Exhibits in this Form 10-QSB, and are incorporated
    herein to this reference.

(b) Reports on Form 8-K: No reports on Form 8-K were filed during the period
    covered by this Form 10-QSB.

Exhibits            Description
--------            -----------
3.1                 Articles of Incorporation (1)

3.2                 Amended Articles of Incorporation (2)

3.3                 By-laws (1)

3.4                 Certificate of Amendment to Certificate of Incorporation,
                    dated as of May 15, 2001 (2)

10.1                License Agreement (3)

10.2                Consulting Agreement (3)


(1) Included and Filed in Form 10-QSB filed May 16, 2000.

(2) Included and Filed in Form 10-QSB filed August 14, 2001.

(3) Included and Filed in the Registration Statement on Form SB-2 filed August
    22, 2001.


                                       -7-
<PAGE>

                                   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 thereunto duly authorized.

                                   HIV-VAC Inc.
                                   (Registrant)


Dated: January 31, 2001            By:  /s/  Kevin W. Murray
                                       ---------------------------------
                                             Kevin W. Murray
                                             Vice President
                                             Finance & Administration
                                             (Principal Finance Officer)





                                      -8-