UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
         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  June 30, 2002

                          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  4,120,413  shares of common stock  outstanding,  and 10,000 shares of
preferred series "A" oustanding as of June 30, 2002.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                  FOR THE QUARTER ENDED DECEMBER JUNE 30, 2002

                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION                                              PAGE
Item 1.  Financial Statements:
          Condensed Balance Sheets...........................................  2
          Condensed Statements of Operations.................................  3
          Condensed Statements of Cash Flows.................................  4
          Stetement of Stockholders Equity ..................................  7
          Notes to Condensed Financial Statements............................  7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations:
          Overview........................................................... 13
          Results of Operations.............................................. 15
          Liquidity and Capital Resources.................................... 16


PART II. OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds.......................... 16
Item 6.   Exhibits and Reports on Form 8-K................................... 17

          Signature.......................................................... 18
          Certification...................................................... 19
          Exhibits .......................................................... 21








                                       1
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)
                                     ASSETS
                                                                                          September 30,
                                                                         June 30, 2002         2001
                                                                         -------------    -------------
                                                                          (unaudited)
<S>                                                                      <C>              <C>
Current Assets
   Cash and equivalents                                                  $         977    $      41,427
   Prepaid expenses                                                             36,123             --
   Prepaid Officers and Directors Salaries                                      45,000             --
                                                                         -------------    -------------
     Total current assets                                                       82,100           41,427
                                                                         -------------    -------------
Furniture and equipment, net                                                    28,233           35,034
                                                                         -------------    -------------
Other Assets
   Intangible assets, net                                                      172,096          186,519
                                                                         -------------    -------------
Total assets                                                             $     282,429    $     262,980
                                                                         =============    =============
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
     Notes payable                                                       $     140,000    $     140,000
     Accrued liabilities:
       Related parties                                                         782,156          521,514
       Accounts payable                                                        132,044           39,838
                                                                         -------------    -------------
       Total Current Liabilities                                             1,054,200          701,352
                                                                         -------------    -------------

Stockholders' Equity (Deficit)
   Preferred stock, $0.01 par value; 10,000,000 shares authorized:
     Series A, non-preferential; 10,000 shares issued and outstanding              100              100
     Series B, convertible, non-preferential; 1,000,000 shares issued
         and outstanding                                                        10,000           10,000
   Common stock, $0.001 par value; 500,000,000 shares authorized;
     4,120,413 and 3,470,413 shares issued & outstanding, respectively           4,120            3,470
   Additional paid in capital                                                5,244,736        5,110,888
   Deficit accumulated during the development stage                         (6,010,641)      (5,553,853)
   Treasury stock, at cost;
     Common stock, 101,600 and 101,600 shares, respectively                     (1,767)          (1,767)
     Preferred stock, 1,000,000 and -0- shares respectively                    (10,000)            --
   Accumulated other comprehensive loss                                         (8,319)          (7,210)
                                                                         -------------    -------------
     Total stockholders' equity (deficit)                                     (771,771)        (438,372)
                                                                         -------------    -------------
     Total liabilities and stockholders' equity (deficit)                $     282,429    $     262,980
                                                                         -------------    -------------

</TABLE>



                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                   Period from
                                                 January 10, 1997    For the Three Months Ended         For the Nine Months Ended
                                                   Inception to    ------------------------------    ------------------------------
                                                  June 30, 2002    June 30, 2002    June 30, 2001    June 30, 2002    June 30, 2001
                                                  -------------    -------------    -------------    -------------    -------------
<S>                                               <C>              <C>              <C>              <C>              <C>
Expenses

   Research                                       $   1,220,149          106,346    $     113,290    $     265,004    $     302,910

   Administrative Expenses                            3,987,643           43,779           36,794          170,921           87,973

   Depreciation and amortization                         90,316            6,121            9,137           21,325           27,362

   Loss from disposal of assets                          30,195             --               --               --               --
                                                  -------------    -------------    -------------    -------------    -------------
                                                      5,328,303          156,246          159,221          457,150          418,245
                                                  -------------    -------------    -------------    -------------    -------------

     Loss from operations                            (5,328,303)        (156,246)        (159,221)        (457,150)        (418,245)
                                                  -------------    -------------    -------------    -------------    -------------
Other Income (Expense)

   Other expenses                                      (243,934)            --               --               --               --

   Interest income                                        3,777                6              330              362              997
                                                  -------------    -------------    -------------    -------------    -------------

     Total other income (expense)                      (240,157)               6              330              362              997
                                                  -------------    -------------    -------------    -------------    -------------


     Loss from continuing operations                 (5,568,460)        (156,240)        (158,891)        (456,788)        (417,248)


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

       Net loss                                   $  (6,000,641)   $    (156,240)   $    (158,891)        (456,788)        (417,248)
                                                  =============    =============    =============    =============    =============
Loss per weighted-average share of common
   stock outstanding - basic and diluted                           $       (0.04)   $       (0.34)   $       (0.13)   $       (0.89)
                                                                   =============    =============    =============    =============
Weighted average number of common shares
   outstanding during period - basic and diluted                       3,914,857          464,156        3,625,228          464,156
                                                                   =============    =============    =============    =============

</TABLE>



                                       3
<PAGE>
<TABLE>
<CAPTION>

                                   HIV-VAC INC
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                     FOR THE NINE MONTHS ENDED JUNE 30, 2002

                                   (UNAUDITED)


                                                        Period from
                                                      January 10, 1997        Nine Months Ended
                                                      (Inception) to    ------------------------------
                                                       June 30, 2002    June 30, 2002    June 30, 2001
                                                       -------------    -------------    -------------
<S>                                                    <C>              <C>              <C>
Cash Flows From Operating Activities:
  Net loss                                             $  (6,000,641)   $    (456,788)   $    (417,248)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                            90,316           21,225           27,362
     Officers' compensation capitalized                      100,000           20,000           30,000
     Other expenses relating to Nouveaux acquisition         243,934             --               --
     Issuance of stock for services                        1,424,500           54,500           20,000
     Issuance of stock for officers compensation              15,000           15,000             --
     Issuance of stock for licensing fees                    635,500             --               --
     Issuance of stock for patent fees                     1,500,000             --               --
     (Loss) gain from foreign currency translation            (8,319)          (1,109)           1,683
     Increase in prepaid expenses                            (36,123)         (36,123)            --
     Decrease (increase) in note receivable                     --               --              3,552
     Increase in accrued liabilities                         900,721          352,845          243,022
                                                       -------------    -------------    -------------
Net Cash Used in Operating Activities                     (1,135,112)         (30,450)         (91,629)
                                                       -------------    -------------    -------------

Cash Flow From Investing Activities:
   Purchase of patent rights                                 (85,000)            --               --
   Purchase of furniture and equipment                       (48,416)            --               (921)
   Purchase of treasury stock                                (11,767)         (10,000)            --
   Cash acquired in acquisition                              120,272             --               --
                                                       -------------    -------------    -------------
Net Cash Used in Investing Activities                        (24,911)         (10,000)            (921)
                                                       -------------    -------------    -------------

Cash Flows from Financing Activities:
   Proceeds from issue of preferred stock series B            10,000             --               --
   Proceeds from issuance of common stock                    669,164             --               --
   Proceeds from notes payable                               140,000             --               --
   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                                  977          (40,450)         (92,550)
Cash and equivalents at beginning of period                     --             41,427          151,210
                                                       -------------    -------------    -------------
Cash and equivalents at end of period                  $         977    $         977    $      58,660
                                                       =============    =============    =============



                                       4
<PAGE>

                                                        Period from
                                                      January 10, 1997        Nine Months Ended
                                                      (Inception) to    ------------------------------
                                                       June 30, 2002    June 30, 2002    June 30, 2001
                                                       -------------    -------------    -------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Interest                                            $        --      $        --      $        --
                                                       =============    =============    =============
   Income taxes                                        $        --      $        --      $        --
                                                       =============    =============    =============
Non Cash Transactions:
   Capitalized officers' compensation                  $     100,000    $      20,000    $      30,000
                                                       =============    =============    =============
   Issuance of common shares for Nouveaux 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              $   1,424,500    $      54,500    $      20,000
                                                       =============    =============    =============
   Issuance of  common shares for compensation to
   Directors & Officers                                $      60,000    $      60,000    $        --
                                                       =============    =============    =============
   Preferred B stock dividend                          $      10,000    $        --      $        --
                                                       =============    =============    =============
   Forgiveness of stockholder debt                     $       7,227    $        --      $        --
                                                       =============    =============    =============

</TABLE>









                                       5
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS EQUITY
                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)


                                               Preferred A              Preferred B             Common Stock
                                          ---------------------   ----------------------   ---------------------   Treasury
                                            Shares       Amt        Share         Amt        Shares      Amount      Stock
                                          ---------   ---------   ---------    ---------   ---------   ---------   ---------
<S>                                       <C>         <C>         <C>          <C>         <C>         <C>         <C>
Balance - September 30, 2001                 10,000         100      10,000       10,000   3,470,413       3,470      (1,767)

Net loss                                       --          --          --           --          --          --          --

Officers and Directors Compensation            --          --          --           --          --          --          --

Foreign currency translation adjustment        --          --          --           --          --          --          --

Purchase of Treasury Stock                     --          --          --           --          --          --       (10,000)

Issue of stock for services                    --          --          --           --       650,000         650        --
                                          ---------   ---------   ---------    ---------   ---------   ---------   ---------
Balance - June 30, 2002                      10,000   $     100   1,000,000       10,000   4,120,413   $   4,120   $ (11,767)
                                          =========   =========   =========    =========   =========   =========   =========

</TABLE>

<TABLE>
<CAPTION>

                                                                      Accumulated
                                           Additional                    Other                          Total
                                            Paid in    Subscription  Comprehensive   Accumulated    Stockholders'
                                            Capital     Receivable   Income (Loss)     Deficit         Equity
                                          -----------   -----------   -----------    -----------    -----------
<S>                                       <C>           <C>           <C>            <C>            <C>
Balance - September 30, 2001                5,110,886          --          (7,210)    (5,553,853)      (438,374)
                                                                                                    -----------
Net loss                                         --            --            --         (456,788)      (456,788)

Officers and Directors Compensation            20,000          --            --             --           20,000

Foreign currency translation adjustment          --            --          (1,109)          --           (1,109)

Purchase of Treasury Stock                       --            --            --             --          (10,000)

Issue of stock for services                   113,850          --            --             --          114,500
                                          -----------   -----------   -----------    -----------    -----------
Balance - June 30, 2002                   $ 5,244,736   $      --     $    (8,319)   $(6,010,641)   $  (771,771)
                                          ===========   ===========   ===========    ===========    ===========

</TABLE>






                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            JUNE 30, 2002.(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations:  HIV-VAC,  Inc. (the "Company"),  formerly known as
Personna  Records,  Inc.  (Personna) was  incorporated on January 10,1997 in the
State of Nevada.  Personna (originally known as Sonic Records, Inc.) was engaged
in the production and distribution of musical records.  In April 1998,  Personna
merged  with  Nouveaux   Corporation   whereby  Personna  became  the  surviving
corporation.

Development  Stage  Enterprise:  HIV-VAC  Inc  reverted to a  development  stage
enterprise  when it  disposed of its music  recording  assets  (March  1999) and
commenced  the  research  and  development  of its HIV  vaccine.  The  Companys'
principal  activities  since March 1999 have  included  defining and  conducting
research  programs,  conducting  animal  clinical  trials,  raising  capital and
researching ways to enhance the company's intellectual property. The Company has
not yet commenced human trials..

Going  Concern:  The  Company's  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 net working capital and cash
flows from  operations.  For the years ended  September  30, 2001 and 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, initiate sale of its product, and attain
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.

Fixed  Assets:  Fixed  assets are stated at cost.  Maintenance  and  repairs are
expensed in the period incurred; major renewals and betterments are capitalized.
When items of property are sold or retired,  the related  costs are removed from
the  accounts  and any  gain or loss is  included  in  income.  Depreciation  is
computed using the straight-line method over the estimated economic useful lives
of 5 years for office equipment and 7 years for office furniture.

Intangible  Assets:  Intangible assets consist of licensing rights and goodwill.
The licensing rights are being amortized using the straight-line method over the
remaining  estimated economic useful life of 12 years commencing April 1999. The
company  implemented  SFAS  No 141 and  SFAS No 142 on  January  01,  2002.  The
implementation  of these standards has resulted in the company  changing from an
amortization  method  to an  impairment-only  approach  for  the  accounting  of
Goodwill.



                                       7
<PAGE>

                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT)

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  An impairment  loss would be recognized  when estimated  future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition are less than its carrying amount

Cash and Cash Equivalents:  For purposes of the cash flow statement, the Company
considers all highly liquid  investments with maturities of three months or less
at the time of purchase to be cash equivalents

Fair Value of  Financial  Instruments:  The  carrying  amounts  reported  in the
balance sheets for cash and cash equivalents,  accounts receivable, and accounts
payable  approximate fair value because of the immediate or short-term  maturity
of these financial instruments.

Income Taxes: The Company  accounts for income taxes under Financial  Accounting
Standards  Board of Financial  Accounting  Standards  No. 109,  "Accounting  for
Income Taxes." Under  Statement  109,  deferred tax assets and  liabilities  are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date. No current or deferred  income tax expense or benefit were  recognized due
to the Company not having any material  operations for the years ended September
30, 2001 and 2000.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the finical statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Net Loss Per Common  Share:  Basic and diluted net loss per common share for the
periods ended June 30 2002, and 2001 are computed based on the weighted  average
common  shares  outstanding  as defined by  Statement  of  Financial  Accounting
Standards No. 128, "Earnings Per Share".  Common stock equivalents have not been
included in the  computation of diluted loss per share since the effect would be
anti-dilutive.

Foreign  Currency:  The Company  translates  foreign  currency  transactions  in
accordance  with the  requirements  of SFAS 52 "Foreign  Currency  Transaction".
Assets and  liabilities  recorded in foreign  currencies  are  translated at the
exchange rate on the balance sheet date. Translation  adjustments resulting from
this process are charged or credited to other comprehensive income.  Revenue and
expenses are translated at average rates of exchange prevailing during the year.
Gains  and  losses  on  foreign  currency  transactions  are  included  in other
expenses.



                                       8
<PAGE>

                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

Recent  Accounting  Announcements:   In  June  1998,  the  Financial  Accounting
Standards  Board  (FASB)  issued  SFAS  No.  133  (SFAS  133) "  Accounting  for
Derivative  Instruments and Hedging  Activities",  which was amended by SFAS No.
137,  issued in June 1999.  SFAS 133  established  standards for  accounting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and hedging activities.  SFAS 133, as amended, is effective for
fiscal years  beginning  after June 15, 2000.  The Company does not believe that
the  adoption  of  SFAS  133  will  have a  material  effect  on  the  financial
statements.

In June  2001  the FASB  issued  SFAS No 142,  "Goodwill  and  Other  Intangible
Assets".  SFAS no. 142 changes the accounting for goodwill from an  amortization
method to an  impairment-only  approach.  Amortization  of  goodwill,  including
goodwill  recorded in past  business  combinations  ceases upon adoption of this
statement.  The company  implemented  the  statement  on January 01,  2002.  The
implementation   resulted  in  the  Company   terminating   the   provision  for
amortization of goodwill which would have been $2,861 per quarter,  and adopting
an impairment only approach.  The company concluded that it was not necessary to
provide for any impairment of goodwill for the six months ended June 30, 2002.

Stock  Issued For  Services:  Stock  issued for  services  is valued at the fair
market value for services  received.  Amounts are expensed  over the period that
the services are rendered.

NOTE 2 - FIXED ASSETS

Fixed Assets consisted of the following:
                                                     June 30,     September 30,
                                                       2002            2001
                                                  -------------   -------------
  Furniture                                       $         936   $         936
  Equipment                                              47,480          47,840
                                                  -------------   -------------
                                                         48,416          48,416
  Less accumulated depreciation                         (20,183)        (13,382)
                                                  -------------   -------------
     Net                                          $      28,233   $      35,034
                                                  =============   =============





                                       9
<PAGE>

                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                                     June 30,     September 30,
                                                       2002            2001
                                                  -------------   -------------
  Licensing Rights                                $     185,000   $     185,000
  Goodwill                                               57,228          57,228
                                                  -------------   -------------
  Total                                                 242,228         242,228
  Less accumulated amortization                         (70,132)        (55,709)
                                                  -------------   -------------
     Net                                          $     172,096   $     186,519
                                                  =============   =============

Amortization  expense for the nine months ended June 30, 2002 and the year ended
September 30, 2001, was $14,423 and $26,863 respectively. The net asset value of
intangible  assets at June 30, 2002  comprised of Patent  rights of $134,898 and
Goodwill of $37,198.

NOTE 4  - LICENSING AGREEMENT

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited (Intracell) whereby the Company issued 5,750,000 shares of Common Stock,
and 10,000  Preferred  Stock and $85,000 for an aggregate  amount of $185,000 in
exchange for the worldwide  licensing  rights to a proposed vaccine for AIDS/HIV
developed by The University of Birmingham, UK.

In April 6, 1999, this agreement was amended to include an anti-dilution  clause
which provided for Intracell and its shareholders to maintain an equity position
of 60% of the  common  shares of the  Company  until the  company  had raised $5
million.   Specifically,   when  the  Company   issues  stock  to  others,   the
anti-dilution clause requires the Company to issue additional stock to Intracell
so that Intracell maintains its 60% interest in the Company.

As part of the March  15,  1999  issuance  of 57,500  shares to  Intracell,  the
Company  agreed to make  advance  minimum  royalty  payments  of  $76,500 to the
University of Birmingham  Research and Development Limited commencing January 1,
2002. The minimum payments are for the duration of the patents.

The Company  also issued  stock  options to the  shareholders  of  Intracell  to
purchase a total of 300,000 shares of the Company's Common Stock, conditional on
the outcome of three separate  events.  The options have not been valued because
they are subject to contingencies.







                                       10
<PAGE>

                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 5 - STOCKHOLDERS' EQUITY

In January,  2002, the company  re-purchased  the Preferred series "B" stock and
warrants  issued to Bromely  Holdings Inc On 21 March 2002,  the company  issued
150,000 common shares for consulting services. The services were valued at
$22,500

On 15 April,  2002,  the company  issued 200,000 common shares to consultants of
the Company. The services were valued at $32,000.

On 25 May 2002,  the Company  issued an  aggregate of 300,000  common  shares to
Officers and Directors of the Company.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 2002,  the Company  entered  into a lease
          agreement for laboratory  facilities  expiring on April 30, 2003. Rent
          expense for the years  ended  September  30,  2001,were  $23,480.  The
          future minimum lease payments  required under the lease is $26,000 for
          fiscal year 2002.

     b)   Stock Options.

     On March 15, 1999,  the Company  entered  into a stock option  agreement in
     which the Company granted to Intracell  options to purchase an aggregate of
     300,000  shares  under  three  separate  conditional  events.  The  Company
     authorized the exercise of the options as follows:

               1.   The option to purchase  100,000  Common  Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.
               2.   The option to purchase  100,000  Common  Stock at $0.001 per
                    share should the Company  commence United States  Government
                    Food and Drug Administration  ("FDA") Phase 11 trials of its
                    HIV vaccine.
               3.   The option to purchase  100,000  Common  Stock at $0.001 per
                    share  should the  Company  obtain FDA  approval  of its HIV
                    vaccine.

None of the  contingencies had been met at December 31, 2001. The options expire
on April 1, 2004.

     On August 7, 2001,  the Company  provided  Intracell  with three options to
acquire a total of $7,500,000 shares as follows:

               1.   2,500,000  shares  of common  stock at $0.50 per share  when
                    Phase I human trials begin.
               2.   2,500,000  shares  of common  stock at $1.00 per share  when
                    Phase 3 human trials begin.



                                       11
<PAGE>

                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONT)

               3.   2,500,000 shares of common stock at $2.00 per share when the
                    Company  receives a product license for the HIV vaccine from
                    any recognized government.

None of the  contingencies had been met at December 31, 2001. The options expire
on April 1, 2004.

NOTE 7 - INCOME TAXES

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been recognized for operating  losses.  At September 30, 2001, net operating
losses of approximately  $937,000 are available for carry forward against future
years' taxable income and begin expiring in the year 2014. The Company's ability
to utilize  its net  operating  loss carry  forwards  is  uncertain  and thus no
valuation  reserve has been  provided  against the  Company's  net  deferred tax
assets.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $210,000 for each of the nine month periods years ended June 30, 2002
and June 30, 2001. As of June 30, 2002 and  September 30, 2001,  the balance due
to related  party  stockholders  arising from the normal  course of business was
$782,156 and $521,514 respectively.

NOTE 9 - NOTES PAYABLE

At June 30, 2002 and  September  30, 2001,  the Company had  unsecured  notes of
$140,000 and $140,000, respectively. The notes payable are interest free and are
repayable when the Company has obtained $5 million in financing.

NOTE 10 - SUBSEQUENT EVENTS.

On July 29,  2002,  the Company  issued  300,000  preferred  Series B shares and
3,000,000 warrants for the total consideration of $15,000.  Each share of Series
B preferred  stock is convertible  into ten (10) shares of the Company's  common
stock at a price per share equal to the greater of: (a) a 35% discount  from the
closing bid price on the date of the  issuance of the Series B preferred  stock,
or (ii) a 35% discount  from the average of the three  closing bid prices during
the  three (3)  trading  days  immediately  prior to the  conversion;  provided,
however,  that in no event  shall the  conversion  price be less than  $0.50 per
share. The warrants are convertible at a price of $1.50 and expire in 2 years.

On August 3, 2002 the Company  issued 100,000 common shares to an officer of the
Company for cash of $20,000

On August 7, 2002,  the Company  converted  $500,000  of debt held by  Intracell
Vaccines  Ltd.("  Intracell")  into common stock  through the issue of 2,272,727
common shares at an issue price of 22 cents. Intracell is the company's majority
stockholder.



                                       12
<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  risks,  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.

     We have recently  completed  pre-clinical  trials in Russia, in conjunction
with The Russia  Federal Aids Center,  a department of The Central  Institute of
Epidemiology,  Moscow, Russia and we intend to institute studies of the efficacy
of the vaccine in non-human  primates in parallel or preceding Phase I trials of
the  vaccine in human  subjects  in  Moscow,  Russia.  We expect the  regulatory
approval process to take up to six months to complete.

     The Company is also in discussions  with the Medical  Control Agency in The
United  Kingdom for a CTX exemption to commence a phase I/II trial in the United
Kingdom. The Company plans to apply for a CTX exemption using the Clade B strain
of the  virus  as soon as  vaccine  using  the  local  Clade  B  strain  is made
available.  The vaccine  manufacture  will be contracted  out and the Company is
currently  evaluating various different  manufacturers in Russia, the UK and the
USA.

     The  Company is also  hoping to  initiate a phase I/II trial in  Sub-Sahara
Africa  using the local  African  HIV  sub-type.  These  trials  will be done in
conjunction  with  local  Government  and would  commence  after a  satisfactory
pre-clinical  trial has completed the evaluation of toxicity and  immunogenicity
of the local strain.  It is estimated that these  pre-clinical  trials will take
approximately  twelve  months to  complete.  The  Company  intends to invite the
Division of AIDS of National  Institute  of Allergy and  Infectious  Diseases to
monitor the African trials.


                                       13
<PAGE>

     Trials in Russia,  the UK 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.

     All trials are subject to the Company raising the necessary finance.

     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 June 30, 2002, we had a deficit of
$6,016,364.

     We expect,  subject to  funding,  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  ten 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 $8 million over the next 24 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 proceed with
human  trials,  and is  actively  seeking  financing  either  through  a private
placement of the Company's stock, the conversion of the Preferred series B stock
and the  exercise of warrants or through an equity line of credit.  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  line or any  other  source  of  financing,  we will  have to  cease  all
operations.

     We are in arrears  with the  payment of license  fees due under our license
agreement with The University of Birmingham, UK. Under the license agreement, we
were required to pay a minimum license fee of  approximately  $72,500 on January
1, 2002. The University of Birmingham  could terminate our license  agreement if
we fail to pay the license fees after the university has given sixty days notice
of our breach of payment.  We have not  received any notice as of the August 12,
2002.






                                       14
<PAGE>

RESULTS OF OPERATIONS

NINE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 2001

EXPENDITURE

Research  expenses for the nine months ended June 30, 2002  decreased by $37,906
from  $302,910  for the nine  months  ended June 2001 to  $265,004  for the nine
months  ended June 30,  2002.  The  decrease  was mainly due to an  decrease  in
consulting fees.  Administrative  expenditures increased by $82,948 from $87,973
for the nine months  ended June 30, 2001 to $170,921  for the nine months  ended
June 30,  2002.  The  increase  was mainly due to an increase in legal and audit
fees of $8,625,  first time patent fees of $41,345 and an increase in consulting
fees.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  decreased by $635 from $997 for the nine months ended June 30,
2001 to $362 for the nine months ended June 30, 2002 due to reduction of cash on
hand.

NET LOSS

Net loss for the nine months ended June 30, 2002 was $456,788 compared to a loss
of $417,248 for the nine months  ended June 30,  2001.  The increase in net loss
was due  mainly to and an  increase  in  administrative  and  overhead  costs of
$82,948.


THREE  MONTHS  ENDED JUNE 30, 2002  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
2001

EXPENDITURE

Research and expenses for the three months ended June 30, 2002 reduced by $6,944
from $113,290 for the three months ended June 30, 2001 to $106,346 for the three
months  ended June 30,  2002.  The  decrease  was  mainly  due to a decrease  in
consulting fees.  Administration  expenditures  increased by $6,985 from $36,794
for the quarter  ended June 30,  2001 to $43,779 for the quarter  ended June 30,
2002.  The  increase was mainly due to patent fees which were not payable in the
quarter ended June 30, 2001.

OTHER INCOME

Other income consisted of interest income derived from cash on deposit. Interest
income  decreased  by $324 from $330 for the three  months ended June 2001 to $6
for the three months ended June 2002.

NET LOSS

Net loss for the three  months  ended June 30, 2002 was  $156,240  compared to a
loss of $158,891 for the three  months ended June 30, 2001.  The increase in the
net loss was due to an increase in  administrative  costs of $6,985  offset by a
reduction in research costs of $6,944. Interest income decreased by $325.



                                       15
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were $977 at June 31, 2002.  Operations for the nine
months  have been  financed  through  a loan  from  Intracell  and  through  the
utilization of $40,450 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 the conversion of
the Company's  preferred stock,  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.

If the Company is unable to attract the necessary financing it requires, then it
will have to cease operations.

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

In January 2002,  the company  redeemed all of the Series B preferred  stock and
warrants previously issued to Bromley Holdings

In  March,  2002,  the  company  issued  150,000  common  shares  for  financial
consulting services provided to the company.

In  April,   2002,  the  company  issued  200,0000  common  shares  to  research
consultants of the company .

In May 2002,  the company issued 300,000 common shares to directors and officers
of the company for services rendered as directors and officers.

On July 29,  2002 the  company  issued  300,000  preferred  series B shares  and
3,000,000  warrants  to  purchase  3,000,000  common  shares  for a  total  cash
consideration of $15,000.  Each share of Series B preferred stock is convertible
into ten (10) shares of the Company's common stock at a price per share equal to
the greater of: (a) a 35% discount from the closing bid price on the date of the
issuance  of the  Series B  preferred  stock,  or (ii) a 35%  discount  from the
average of the three  closing  bid  prices  during  the three (3)  trading  days
immediately prior to the conversion;  provided,  however, that in no event shall
the conversion  price be less than $0.50 per share. The warrants are convertible
at a price of $1.50 and expire after 2 years.



                                       16
<PAGE>

On August 3, 2002 the Company  issued 100,000 common shares to an officer of the
Company for cash of $20,000

On August 7, 2002, the Company converted $500,000 of debt held by Intracell into
 common stock through the issuance of 2,272,727  common shares at an issue price
 of $0.22 per share.

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 be Item 601 of Regulation
          S-B are listed in the Index to Exhibits in this Form  10-QSB,  and are
          incorporated herein be 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 Ammendment to  Certificate  of  Incorporation,
                  dated as of May 15, 2001(2)
         10.1     License Agreement(3)
         10.2     Consulting Agreement(3)
         99.1     Certification  of Kevin  Murray,  CEO,  pursuant  to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  section  906 of the
                  Sarbanes-Oxley Act of 2002
         99.2     Certification  of Sally  Del  Principe,  CFO,  pursuant  to 18
                  U.S.C. Section 1350, as adopted pursuant to section 906 of the
                  Sarbanes-Oxley Act of 2002


(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.



                                       17
<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized, this 12 day of August, 2002.

                                                      HIV-VAC Inc.


Dated: October 22, 2002                    By:  /s/  Kevin W Murray
                                              ------------------------------
                                              Kevin W Murray
                                              President














                                       18
<PAGE>

                                 CERTIFICATIONS


I, Kevin Murray, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of HIV-VAC, Inc.;

2.     Based on my knowledge,  this quarterly report does not contain any untrue
       statement of a material fact or omit to state a material  fact  necessary
       to make the statements  made, in light of the  circumstances  under which
       such  statements  were made,  not  misleading  with respect to the period
       covered by this quarterly report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
       information  included in this  quarterly  report,  fairly  present in all
       material respects the financial condition, results of operations and cash
       flows of the  registrant  as of, and for,  the periods  presented in this
       quarterly report.







Date:  October 22, 2002



/s/ Kevin Murray
----------------
Signature:
Title: President,  CEO




                                       19
<PAGE>

                                 CERTIFICATIONS


I, Sally Del Principe, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of HIV-VAC, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.






Date:  October 22, 2002



/s/ Sally Del Principe
----------------------
Signature:
Title  Chief Financial Officer





                                       20