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, 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  47,172,208  shares of common stock  outstanding  and 10,000 shares of
preferred stock outstanding as of June 30, 2001.


<PAGE>

                                  HIV-VAC, Inc.

                                   Form 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 2001

                                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
                Condensed Statement of Sockholders Equity..................    6
                Notes to Condensed Financial Statements....................    7

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations:
                Overview...................................................   12
                Results of Operations......................................   14
                Liquidity and Capital Resources............................   15

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings...........................................   15
Item 2.        Changes in Securities and Use of Proceeds...................   15
Item 3.        Defaults upon Senior Securities.............................   15
Item 4.        Submission of a Matter to a Vote of Security Holders........   15
Item 5         Other Information...........................................   16
Item 6.        Exhibits and Reports on Form 8-K............................   16

               Signature...................................................   16
               Certification...............................................   17
               Exhibits....................................................   18







                                       1
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                                  HIV-VAC, INC.
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
                                                                 June 30,      September 30,
                                                                   2001             2000
                                                              -------------    -------------
                                                               (unaudited)
<S>                                                           <C>              <C>
Current Assets
  Cash                                                        $      58,660    $     151,208
  Note receivable                                                      --              3,553
                                                              -------------    -------------
          Total Current Assets                                       58,660          154,761
                                                              -------------    -------------
Furniture and Equipment                                              37,017           43,314
                                                              -------------    -------------
Other Assets
  Patent rights                                                     193,234          213,381
                                                              -------------    -------------

          Total Assets                                        $     288,911    $     411,456
                                                              =============    =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
  Notes payable                                               $     140,000          140,000
Accrued liabilities
  Related Parties                                                   445,823          210,603
  AccountsPayable                                                    52,210           44,409
                                                              -------------    -------------
          Total Current Liabilities                                 638,033          395,012
                                                              -------------    -------------

Shareholders' Deficit
Preferred stock, $0.01 par value;
10,000,000 shares authorized;

10,000 shares issued and outstanding                                    100              100
Common stock, $0.001 par value; 500,000,000 shares
authorized;
47,172,208 shares issued and outstanding                             47,017           46,518
  Additional paid-in capital                                      3,547,340        3,497,840
  Accumulated Deficit                                            (3,934,255)      (3,517,007)
  Treasury Stock                                                     (1,767)          (1,767)
  Accumulated other comprehensive loss                               (7,557)          (9,240)
                                                              -------------    -------------
   Total Shareholder's Deficit                                     (349,122)          16,444

 Total Liabilities and Shareholder's  Deficit                 $     288,911    $     411,456
                                                              =============    =============

</TABLE>



      See accompanying notes to unaudited condensed financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                                                                       Period from
                                                                                                       January 10,
                                       Three months    Three months     Nine months     Nine months        1997
                                           ended           ended           ended           ended      (Inception) to
                                         June 30,        June 30,        June 30,        June 30,        June 30,
                                           2001            2000            2001            2000            2001
                                       ------------    ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>             <C>

Cost of Sales                          $       --              --      $       --      $       --              --
                                       ------------    ------------    ------------    ------------    ------------

          Gross Profit                         --              --              --              --              --
                                       ------------    ------------    ------------    ------------    ------------

Expenses
 General and Administration Costs            36,794         921,080          87,973         974,939       2,326,593
Research, general and administrative        113,290         141,085         302,910         301,820         874,570
  Amortization & Depreciation                 9,137           7,520          27,362          16,543          60,391
                                       ------------    ------------    ------------    ------------    ------------
          Total Expenses                    159,221       1,069,685         418,245       1,293,302       3,261,554
                                       ------------    ------------    ------------    ------------    ------------

          Operating Loss                   (159,221)     (1,069,685)       (418,245)     (1,293,302)     (3,261,554)
                                       ------------    ------------    ------------    ------------    ------------

Other Income (Expenses)
  Other expenses, Nouveaux                     --              --              --              --          (243,934)
  Interest income                               330             678             997           1,430           3,414
                                       ------------    ------------    ------------    ------------    ------------
 Total Other Income (Expense)                   330             678             997           1,430        (240,520)
                                       ------------    ------------    ------------    ------------    ------------

Loss from continuing operations            (158,891)     (1,069,007)       (417,248)     (1,291,872)     (3,502,074)

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

          Net Loss                     $   (158,891)     (1,069,007)   $   (417,248)   $ (1,291,872)     (3,934,255)
                                       ============    ============    ============    ============    ============


Basic Net Loss Per Common Share        $     (0.003)   $     (0.030)   $     (0.009)   $     (0.037)
                                       ============    ============    ============    ============

Weighted Average common shares
outstanding                              46,443,385      35,681,176      46,445,237      35,307,637


</TABLE>



       See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                                                         Period from
                                                                                         January 10,
                                                       Nine Months      Nine Months          1997
                                                          Ended            Ended       (Inception) to
                                                         June 30,         June 30,         June 30,
                                                           2001             2000             2001
                                                      -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>
Cash flows from operating activities;
  Net loss                                            $    (417,248)   $  (1,291,872)      (3,934,255)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization and Depreciation expense                    27,362           16,543           60,391
    Directors and Officers compensation                      30,000             --             70,000
    Issuance of stock for services                           20,000          675,000        1,370,000
    Issuance of Stock for Licence                              --            185,500          635,500
    Decrease (Increase) in notes receivable                   3,553           (5,552)            --
    Other expenses relating to Nouveaux acquisition            --               --            243,934
    Loss from foreign currency translation                    1,683             --             (7,557)



    Increase in accrued liabilities                         243,022          128,833          484,458
                                                      -------------    -------------    -------------
             Net cash used by operating
                 Activities                                 (91,628)        (291,548)      (1,077,529)
                                                      -------------    -------------    -------------

  Cash flow from investing activities:
    Purchase of Patents                                        --               --            (85,000)
    Purchase of  Treasury stock                                --               --             (1,767)
    Cash from Acquisition                                      --                272              272
    Purchase of furniture and equipment                        (920)         (32,037)         (48,416)
                                                      -------------    -------------    -------------

    Net cash used by investing  Activities                     (920)         (31,765)        (134,911)
                                                      -------------    -------------    -------------

Cash flows from financing activities:
    Proceeds from issue of preferred stock                     --               --                100
    Proceeds from issuance of common stock                     --            126,108          669,164
    Proceeds from notes payable                                --            125,000          140,000
    Proceeds from additional paid in capital                   --               --            342,108
    Payment od stockholders loan                               --               (272)            (272)
    Proceeds from subscription receivable                      --            140,000             --
                                                      -------------    -------------    -------------



                                        4
<PAGE>

       Net cash provided by financing activities               --            390,836        1,151,100

             Net increase/(decrease) in cash                (92,548)          67,523          (61,340)


Cash at beginning of period                                 151,208           10,898          120,000
                                                      -------------    -------------    -------------

Cash at end of period                                 $      58,660    $      78,421    $      58,660
                                                      =============    =============    =============

Supplemental  disclosure  of cash flow  information
  Cash paid during the period  for:
         Interest                                     $        --      $        --
                                                      =============    =============
         Income taxes                                 $        --      $        --
                                                      =============    =============

  Non-cash transaction:
   Directors and Officers compensation                       30,000             --             70,000
                                                      -------------    -------------    -------------
   Issue of common stock for Nouveaux merger                   --               --            106,525
                                                      -------------    -------------    -------------
   Issue of common stock for licence                           --               --            735,500
                                                      -------------    -------------    -------------
   Issue of common stock for LifePlan merger                   --               --             50,000
                                                      -------------    -------------    -------------
   Issue of common shares for services                         --               --          1,370,000
                                                      -------------    -------------    -------------
   Forgiveness of stockholder debt                             --               --              7,227
                                                      -------------    -------------    -------------

</TABLE>









      See accompanying notes to unaudited condensed financial statements.

                                       5
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
                     FOR THE NINE MONTHS ENDED JUNE 30, 2001
                                   (UNAUDITED)


                                              Preferred Series A             Common Stock
                                          -------------------------   --------------------------     Treasury
                                             Shares        Amount        Shares         Amount         Stock
                                          -----------   -----------   -----------    -----------    -----------
<S>                                       <C>           <C>           <C>            <C>            <C>
Balance - September 30, 2000                   10,000           100    46,517,208         46,517         (1,767)

Net loss                                         --            --            --             --             --
Officers and Directors Compensation
Foreign currency translation adjustment          --            --            --             --             --

Issue of stock for services                      --            --         500,000            500           --
                                          -----------   -----------   -----------    -----------    -----------

Balance - June  30, 2001                       10,000   $       100    47,017,208    $    47,017    $    (1,767)
                                          ===========   ===========   ===========    ===========    ===========





                                                                      Accumulated
                                           Additional                    Other                          Total
                                            Paid in    Subscription  Comprehensive   Accumulated    Stockholders'
                                            Capital     Receivable   Income (Loss)     Deficit         Equity
                                          -----------   -----------   -----------    -----------    -----------

Balance - September 30, 2000                3,497,840          --          (9,240)    (3,517,007)        16,444
                                                                                                    -----------
Net loss                                         --            --            --         (417,248)      (417,248)

Officers and Directors Compensation            30,000          --            --             --           30,000

Foreign currency translation adjustment          --            --           1,683           --            1,683

Issue of stock for services                    19,500          --            --             --           20,000
                                          -----------   -----------   -----------    -----------    -----------

Balance - June 30, 2001                   $ 3,547,340   $      --     $    (7,557)   $(3,934,255)   $  (349,122)
                                          ===========   ===========   ===========    ===========    ===========

</TABLE>





                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   JUNE, 2001.
                                   (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  Company's
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.
Goodwill is being amortized over 5 years

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



                                       7
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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.  The carrying amounts reported for notes payable
and long-term debt approximates fair value because, in general,  the interest on
the underlying instruments approximates market rates.

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, 2000 and 1999.

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 2001, and 2000 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.

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.




                                       8
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments  of Liabilities"  (SFAS 140).
SFAS 140  replaces  FASB  Statement  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial  Assets and  Extinguishment  of Liabilities" and provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and  extinguishments of liabilities.  SFAS 140 is effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after March 31, 2001 and is effective for  recognition and  reclassification  of
collateral  and for  disclosures  relating to  securitization  transactions  and
collateral for fiscal years ending after December 31, 2000. The Company does not
believe  that the  adoption  of SFAS  140 will  have a  material  effect  on the
financial statements.

In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  No.  101  (SAB  101)  "Revenue  Recognition  in  Financial
Statements."  SAB 101  provides  the SEC  Staff's  views in  applying  generally
accepted  accounting  principles to selected  revenue  recognition  issues.  The
Company  does not  believe  that the  adoption  of SAB 101 will have a  material
effect on the financial statements.

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,
                                                    2001             2000
                                               -------------    -------------
  Furniture                                    $         936    $         936
  Equipment                                           47,480           46,560
                                               -------------    -------------
                                                      48,416           47,496
  Less accumulated depreciation                      (11,399)          (4,182)
                                               -------------    -------------

     Net                                       $      37,017    $      43,314
                                               =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                                  June 30,      September 30,
                                                    2001             2000
                                               -------------    -------------
  Licensing Rights                             $     185,000    $     185,000
  Goodwill                                            57,228           57,228
                                               -------------    -------------
  Total                                              242,228          242,228
  Less accumulated amortization                      (48,994)         (28,847)
                                               -------------    -------------
     Net                                       $     193,234    $     213,381
                                               =============    =============



                                       9
<PAGE>

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

NOTE 3 - INTANGIBLE ASSETS  CONTINUED

Amortization  expense for the six months  ended June 30, 2001 and the year ended
September 30, 2000, was $20,146 and $21,139 respectively.

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,
10,000  Preferred  Stock and  $85,000  for an  aggregate  amount of  $185,000 in
exchange for the  worldwide  licensing  rights to an AIDS/HIIV  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 5,750,000  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 30,000,000 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.

NOTE 5 - STOCKHOLDERS' EQUITY

On May 15, 2001, the Company  increased the  authorized  share capital of common
shares from 50 million to 500 million. The par value remained the same.

On May 16, 2001 the Company  issued 500,000 common shares of common stock for an
aggregate amount of $20,000 for consulting services.

 NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 2001,  the Company  entered  into a lease
          agreement for laboratory  facilities  expiring on April 30, 2002. Rent
          expense for the years ended  September 30, 2000,  $14,773.  The future
          minimum lease payments  required under the lease is $13,000 for fiscal
          year 2001.

     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  30,000,000  shares  under  three  separate
          conditional events. The Company authorized the exercise of the options
          as follows:

               1.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.

               2.   The option to purchase 10,000,000 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.


                                       10
<PAGE>

                                   HIV-VAC INC
                     NOTES TO THE FINANCIAL STAEMENTS(CONT)
                                   (UNAUDITED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES(CONT)

               3.   The option to purchase 10,000,000 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,  2000.  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, 2000, net operating
losses of approximately  $937,000 are available for carryforward  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 of the nine month periods  years ended June 30,  2001and
June 30, 2000. As of June 30, 2001 and  September  30, 2000,  the balance due to
related  party  stockholders  arising  from the normal  course of  business  was
$445,823 and $210,603 respectively.

NOTE 9 - NOTES PAYABLE

At June 30, 2001 and  September  30, 2000,  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 6, 2001,  the Company  declared at 1:100  reverse split of the Company's
common stock effective July 22, 2001. This reduced the shares  outstanding  from
47,017,208 shares to 470,413 shares

On August 7, 2001, the Company amended its license agreement with Intracell. The
amendment called for Intracell to waive its right to terminate the agreement due
to the Company's  failure to raise $1,500,000  pursuant to Section 9.1(b) of the
agreement dated April 6, 1999 in exchange for the following:

          1)   3,000,000 shares of common stock

          2)   options to acquire 7,500,000 shares of the Company's common stock

The 3,000,000  shares were valued at $0.50 per share,  the  approximate  closing
price on August 7, 2001 or $1,500,000

On August 10, 2001,  the Company sold 1,000,000  shares of its preferred  stock,
Series B, with  attached  warrants at par value of $0.01 per share,  or $10,000.
The  preferred  Series B stock  converts to 20 million  shares of the  Company's
common  stock at 40 percent of the market  value of the common  stock based on a
stated value.  The warrants  convert to 5,000,000 shares of the Company's common
stock at $1.50 per share.  In  accordance  with the  Emerging  Issues Task Force
("EITF")  98-5,  the Company  valued the  beneficial  conversion  feature at the
amount of the proceeds received from the sale of the stock ($10,000).



                                       11
<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 product. The Company has acquired the
worldwide  rights to a vaccine the Company  believes  will combat the AIDS virus
(the  "Product").  However there can be no assurance  that the Product will have
the effect that the  company  expects as the  Company  still needs to  establish
safety and  efficacy  in human  trials and the  effectiveness  of the Product is
unknown.  The  commercialization  of the Product is  dependent on the safety and
effectiveness  of the Product 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,  and other  factors  described  under  "Factors  Affecting  Future
Results" and "Business" contained in the company's annual report on Form 10K-SB,
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

In April 1999,  the Company  acquired the Product from  Intracell  Vaccines Ltd.
Terms of the acquisition  included the issuance of 5,750,000  common shares (pre
reverse split) and 10,000  preferred  shares to Intracell  Vaccines Ltd, and the
issuance of options totaling 30,000,000 common shares (pre reverse split) to the
shareholders of Intracell Vaccines Ltd. In addition, HIV-VAC, Inc also agreed to
provide funding of $5 Million towards the research and  commercialization of the
vaccine.

The Product was  developed  by Dr.  Gordon  Skinner  through The  University  of
Birmingham,  UK.  The  Product  is  currently  undergoing  laboratory  trials in
conjunction  with The Russia AIDS Centre.  Human testing is expected to start in
Russia 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. Trials
in Zambia  would be  dependent on results of the  pre-clinical  trial  currently
under way in Russia and would also  require  further  laboratory  testing of the
local African strain prior to commencing human trials.

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.

The Company has failed to honor the financial funding  commitments of $5 million
made to Intracell  Vaccines Ltd under the assignment of license  agreement dated
April 6, 1999. Prior funding commitments made by investors have not materialized
and the lack of funding has had a material  effect on the  Company's  ability to
proceed with research.  The Company continues to rely on Intracell  Vaccines Ltd
continuing  support. On July 16, 2001 the Company entered into an agreement with
Intracell Vaccines Inc, whereby Intracell agreed to waive its right to terminate
the  assignment  of  licence  agreement  provided  that  the  Company  issue  an
additional  3,000,000  of its common  shares to Intracell  Vaccines  Limited and
7,500,000  options  to  purchase  shares of common  stock of the  Company.  Such
options shall vest in blocks of 2,500,000 upon the occurrence of certain events.


                                       12
<PAGE>

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, 2001, we had a deficit of
$3,934,255.

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.

The Company is looking at other financing  methods,  which include 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.

The Company  estimates  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 Phase 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.

On August 10, 2001,  the Company sold 1,000,000  shares of its preferred  stock,
Series B, with  attached  warrants at par value of $0.01 per share,  or $10,000.
The  preferred  Series B stock  converts to 20 million  shares of the  Company's
common  stock at 40 percent of the market  value of the common  stock based on a
stated value. The attached warrants convert to 5,000,000 shares of the Company's
common stock at $1.50 per share.











                                       13
<PAGE>

RESULTS OF OPERATIONS

NINE MONTHS ENDED JUNE, 30 2001 COMPARED TO THE NINE MONTHS ENDED JUNE  30, 2000

EXPENDITURE

Research  and  administrative  expenses  for the nine months ended June 30, 2001
reduced by $ 886,966  from  $974,939  for the nine months  ended June 30 2000 to
$87,973 for the nine months ended June 30, 2001. The reduction in administrative
expenditure was the result of non recurring legal  consulting  costs incurred in
2001 of $675,000  and a reduction  in license  compensation  costs of  $185,500.
Research and  development  costs  increased by $1,090 from $301,820 for the nine
months ended June 30, 2000 to $302,910 for the nine months ended June, 30, 2001.
Amortisation  increased  by $ 10,819 from $16,543 for the nine months ended June
30 2000 to $27,362 for the nine months  ended June 30,  2001.  The  amortization
increase was due to the addition of fixed and intangible assets.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  reduced by $433 from $1,430 for the six months  ended June 30,
2000 to $997 for the nine months ended June 30, 2001.

NET LOSS

Net loss for the nine months ended June 30, 2001 was $417,248 compared to a loss
of $1,291,872 for the nine months ended June 30, 2000. The reduction in net loss
was mainly due to the non recurring legal consulting fees and licence fees.

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED JUNE 30, 2001  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
2000.

EXPENDITURE

General and  administrative  expenses  for the three  months ended June 30, 2001
reduced by $884,106  from  $921,080  for the three months ended June 30, 2000 to
$36,794 for the three months ended June 30, 2001.  The reduction in  expenditure
was mainly due to a non  recurring  legal  consulting  expense  of  $695,000,  a
reduction  in  licensing  costs of  $185,500  and a  reduction  in audit fees of
$28,115.  Research and development expenses reduced by $27,795 from $141,085 for
the three  months ended June 30, 2000 to $113,290 for the three months ende Jube
30, 2001. The reduction in research  expenditure  was a result of a reduction on
consulting costs.

Amortization increased by $ 1,617 from $7,520 for the three months ended June 30
2000 to $9,137  for the three  months  ended  June 30,  2001.  The  amortization
increase was due to the addition of assets.

OTHER INCOME

Other income consisted of interest income derived from cash on deposit. Interest
income  reduced by $348 from $678 for the three  months  ended June 30,  2000 to
$330 for the three months ended June 30, 2001.



                                       14
<PAGE>

NET LOSS

Net loss for the three  months  ended June 30, 2001 was  $158,891  compared to a
loss of $1,069,007 for the three months ended June 30, 2000. The decrease in the
net loss was mainly due to a decrease in both legal  consulting fees and license
fees.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were  $58,660 at June 30, 2001.  Operations  for the
three months have been financed  through a loan from Intracell  Vaccines Ltd and
through the utilization of $24,534 in cash on hand.

The Company intends to seek joint venture  proposals where the partner  provides
substantial  funding to the  project,  and the  granting  of  sub-licenses  upon
payment  of  upfront  fees and  on-going  royalties  on  sales.  There can be no
assurance that the Company will enter into any joint venture agreements.

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

On May 15, 2001,  the Company  increased  the  authorized  share  capital of the
common shares from 50 million to 500 million. The par value remained the same.

On May 16, 2001,  the company  issued  500,000  common  shares with par value of
$.001 for research consulting services. The shares were issued at $0.04 each.

On July 6, 2001,  the  Company  reverse  split its  common  shares by a ratio of
1:100.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

None.

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

The company  increased  the  authorized  share  capital of common shares from 50
million to 500 million through the written consent of shareholders  dated 15 May
2001.

ITEM 5.        OTHER INFORMATION

On August 10, 2001,  the Company sold 1,000,000  shares of its preferred  stock,
Series B, with  attached  warrants at par value of $0.01 per share,  or $10,000.
The  preferred  Series B stock  converts to 20 million  shares of the  Company's
common  stock at 40 percent of the market  value of the common  stock based on a
stated value. The attached warrants convert to 5,000,000 shares of the Company's
common stock at $1.50 per share.


                                       15
<PAGE>

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

(a)

Exhibits    Description
--------    -----------

3.1         Articles of Incorporation(1)
3.2         Amended Articles of Incorporation(1)
3.3         By-Laws(1)
3.4         Certificate of Amendment to Certificate of  Incorporation,  dated as
            of May 15, 2001.
10.1        LifePlan merger(2)
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 10QSB filed May 16, 2000

(2) Included and filed in Form 8K12G3 filed May 11, 2000



(b) During the quarter for which this report is filed,  the Company did not file
any reports on Form 8-K.

                                   SIGNATURES

Pursuant  to 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.

                                                    HIV-VAC Inc.
                                                   (Registrant)


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





                                       16
<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





                                       17
<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






                                       18