UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

For the quarterly period ended  March 31, 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  3,620,413  shares of common stock  outstanding,  and 10,000 shares of
preferred series "A" oustanding as of March 31, 2002.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 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
           Notes to Condensed Financial Statements..........................  6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations:
           Overview.........................................................  7
           Results of Operations............................................  9
           Liquidity and Capital Resources.................................. 10


PART II.   OTHER INFORMATION

Item 2.    Changes in Securities and Use of Proceeds........................ 11
Item 6.    Exhibits and Reports on Form 8-K................................. 11
           Signature........................................................ 12



<PAGE>
<TABLE>
<CAPTION>

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


                                     ASSETS


                                                                                          September 30,
                                                                       March 31, 2002          2001
                                                                       --------------    --------------
                                                                         (unaudited)
<S>                                                                    <C>               <C>
Current Assets
   Cash and equivalents                                                $        8,064    $       41,427
   Prepaid expenses                                                            54,191              --
   Note receivable                                                               --                --
                                                                       --------------    --------------
     Total current assets                                                      62,255            41,427
                                                                       --------------    --------------

Furniture and equipment, net                                                   30,500            35,034
                                                                       --------------    --------------

Other Assets
   Intangible assets, net                                                     173,088           186,519
                                                                       --------------    --------------

Total assets                                                           $      265,843    $      262,980
                                                                       ==============    ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
   Notes payable                                                       $      140,000    $      140,000
   Accrued liabilities:
     Related parties                                                          709,655           521,514
     Accounts payable                                                         126,592            39,838
                                                                       --------------    --------------
     Total Current Liabilities                                                976,247           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;
   3,620,413 and 3,470,413 shares issued & outstanding, respectively            3,620             3,470
   Additional paid in capital                                               5,153,238         5,110,888
   Deficit accumulated during the development stage                        (5,857,261)       (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                                        (8,334)           (7,210)
                                                                       --------------    --------------
     Total stockholders' equity (deficit)                                    (710,404)         (438,372)
                                                                       --------------    --------------

     Total liabilities and stockholders' equity (deficit)              $      265,843    $      262,980
                                                                       ==============    ==============

</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>

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


                                                   Period from
                                                   January 10,
                                                       1997
                                                   (Inception)    For the Three Months Ended     For the Six Months Ended
                                                        to        --------------------------    --------------------------
                                                    March 31,      March 31,      March 31,      March 31,      March 31,
                                                       2002           2002           2001           2002           2001
                                                   -----------    -----------    -----------    -----------    -----------
<S>                                                <C>            <C>            <C>            <C>            <C>
Expenses
   Research, general and administrative            $ 5,057,666    $   160,541    $   113,323    $   285,799    $   220,800
   Depreciation and amortization                        87,056          8,982          6,274         17,965         12,502
   Loss from disposal of assets                         30,195           --             --             --             --
                                                   -----------    -----------    -----------    -----------    -----------
                                                     5,174,917        169,523        119,597        303,764        233,302
                                                   -----------    -----------    -----------    -----------    -----------

     Loss from operations                           (5,174,917)      (169,523)      (119,597)      (303,764)      (233,302)
                                                   -----------    -----------    -----------    -----------    -----------

Other Income (Expense)
   Other expenses                                     (243,934)          --             --             --             --
   Interest income                                       3,771             43            340            356            667
                                                   -----------    -----------    -----------    -----------    -----------
     Total other income (expense)                     (240,163)            43            340            356            667
                                                   -----------    -----------    -----------    -----------    -----------

     Loss from continuing operations                (5,415,080)      (169,480)      (119,257)      (303,408)      (232,635)


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

       Net loss                                    $(5,847,261)   $  (169,480)   $  (119,257)   $  (303,408)   $  (232,635)
                                                   ===========    ===========    ===========    ===========    ===========


Loss per weighted-average share of common
   stock outstanding - basic and diluted                          $     (0.05)   $     (0.26)   $     (0.09)   $     (0.50)
                                                                  ===========    ===========    ===========    ===========

Weighted average number of common shares
   outstanding during period - basic and diluted                    3,488,746        464,156      3,488,746        464,156
                                                                  ===========    ===========    ===========    ===========


</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 AND FOR THE PERIOD FROM
           JANUARY 10, 1997 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)


                                                       Period from
                                                       January 10,
                                                           1997
                                                       (Inception)     For the Six Months Ended
                                                            to        --------------------------
                                                        March 31,      March 31,      March 31,
                                                           2002           2002           2001
                                                       -----------    -----------    -----------
<S>                                                    <C>            <C>            <C>
Cash Flows From Operating Activities:
  Net loss                                             $(5,847,261)   $  (303,408)   $  (232,635)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                          87,056         17,965         12,502
     Officers' compensation capitalized                    100,000         20,000           --
     Other expenses relating to Nouveaux acquisition       243,934           --             --
     Issuance of stock for services                      1,392,500         22,500           --
     Issuance of stock for licensing fees                  635,500           --             --
     Issuance of stock for patent fees                   1,500,000           --             --
     (Loss) gain from foreign currency translation          (8,334)        (1,124)         1,683
     Increase in prepaid expenses                          (54,191)       (54,191)          --
     Decrease (increase) in note receivable                   --             --            3,552
     (Decrease) in notes payable                              --             --             --
     Increase in accrued liabilities                       822,771        274,895        147,801
                                                       -----------    -----------    -----------
Net Cash Used in Operating Activities                   (1,128,025)       (23,363)       (67,097)
                                                       -----------    -----------    -----------

Cash Flow From Investing Activities:
   Purchase of patent rights                               (85,000)          --             --
   Purchase of furniture and equipment                     (48,416)          --             (919)
   Purchase of treasury stock                              (11,767)       (10,000)          --
   Cash acquired in acquisition                            120,272           --             --
                                                       -----------    -----------    -----------
Net Cash Used in Investing Activities                      (24,911)       (10,000)          (919)
                                                       -----------    -----------    -----------

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                              8,064        (33,363)       (68,016)
Cash and equivalents at beginning of period                   --           41,427        151,210
                                                       -----------    -----------    -----------
Cash and equivalents at end of period                  $     8,064    $     8,064    $    83,194
                                                       ===========    ===========    ===========



                                       4
<PAGE>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                    CONDENSED STATEMENTS OF CASH FLOWS (Cont)
    FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 AND FOR THE PERIOD FROM
           JANUARY 10, 1997 (INCEPTION) TO MARCH 31, 2002 (UNAUDITED)

                                                       Period from
                                                       January 10,
                                                           1997
                                                       (Inception)     For the Six Months Ended
                                                            to        --------------------------
                                                        March 31,      March 31,      March 31,
                                                           2002           2002           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    $      --
                                                       ===========    ===========    ===========
   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              $ 1,392,500    $    22,500    $      --
                                                       ===========    ===========    ===========
   Preferred B stock dividend                          $    10,000    $      --      $      --
                                                       ===========    ===========    ===========
   Forgiveness of stockholder debt                     $     7,227    $      --      $      --
                                                       ===========    ===========    ===========


</TABLE>



                                       5
<PAGE>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

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


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


Going Concern:
-------------
The Company's 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 working capital and cash flows from  operations.  For
the years ended September 30, 2001 and 2000, the Company  experienced net losses
of $2,026,846 and $2,628,432, respectively.


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


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


Certain amounts in our prior period financial  statements have been reclassified
to conform to the current period presentation.


NOTE 2 - EQUITY TRANSACTION

On March 21,  2002 the  Company  issued  150,000  shares  of common  stock to an
unrelated third party for financial consulting services provided to the Company.


NOTE 3 - LOSS PER SHARE

Excluded from the  computation  of basic and diluted loss per share,  were stock
options  outstanding  for the purchase of 7,800,000 and 300,000 shares of common
stock as of March 31, 2002 and 2001,  respectively,  because the effect would be
antidilutive.


NOTE 4 - SUBSEQUENT EVENTS

In April 2002 the  Company  issued  200,000  shares of its  common  stock to two
individuals who perform clinical research for the Company.  The stock was valued
at the last publicly traded price of $0.16 per share.



                                       6
<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. It has completed  toxicity  trials at The Federal
Russia AIDS Center.  Non-human  primate  testing,  which will allow  first-stage
efficacy  testing of the vaccine,  will start  immediately  funds are available.
Human testing is expected to start in Russia as soon as regulatory  approval for
a human Phase I/II trial is  approved.  It is hoped that this will occur  within
the next six months.

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


                                       7
<PAGE>

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

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

         To date, we have generated no operating  revenues.  We anticipate  only
modest  revenues  from  government or other grants or from  collaborations  with
other entities over the next three to five years.  We have incurred losses since
inception as a result of research and development and general and administrative
expenses in support of our operations.  As of March 31,2002, we had a deficit of
$5,857,261.

         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  $5 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 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.

         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 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.

         In April, 2002 the Company repurchased all of the outstanding Preferred
Series B shares  and  warrants  previously  issued to  Bromley  Holdings  Inc in
August. 2001.

         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 12 May 2002.


                                        8
<PAGE>

RESULTS OF OPERATIONS


SIX MONTHS ENDED MARCH, 31 2002 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2001

EXPENDITURE

Research  and  administrative  expenses  for the six months ended March 31, 2002
increased  by $ 12,299  from  $156,358  for the six months  ended  March 2001 to
$168,657 for the six months ended March 31,  2002.  The increase in  expenditure
was mainly due to an increase in  consulting  fees.  Administration  expenditure
increased  by $58,163  from  $76,944 for the six months  ended March 31, 2001 to
$135,107 for the six months ended March 31,  2002.  The increase in  expenditure
was mainly  due to an  increase  in legal and audit  fees of  $24,625  which are
attributable  to the company's  filings,  first time royalty fees of $18,063 and
consulting  fees  of  $22,500  paid  in  relation  to  the  company's  financing
activities.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  reduced by $311 from $667 for the six months  ended  March 31,
2001 to $356 for the six months ended March 31, 2002.

NET LOSS

Net loss for the six months ended March 31, 2001 was $303,408 compared to a loss
of $232,635 for the six months  ended March 31,  2000.  The increase in net loss
was due to an  increase in  research  expenditure  of $12,299 and an increase in
administration  and overhead costs of $58,163 as well as a reduction in interest
income of $311.


THREE MONTHS  ENDED MARCH 31, 2002  COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2001


EXPENDITURE

Research  and  development  costs  for the three  months  ended  March 31,  2002
increased  by $12,713  from $76,498 for the three months ended March 31, 2001 to
$89,211 for the three  months  ended March 31,  2002.  The  increase in research
expenditure  was mainly due to a increase  in  consulting  fees.  Administration
expenditure  increased by $37,213  from $43,099 for the quarter  ended March 31,
2001 to $  80,312  for the  quarter  ended  March  31,  2002.  The  increase  in
administration  costs was due to an  increase  in audit and  accounting  fees of
$8,750,  first time  license  fees of  $18,067  and  consulting  fees of $22,500
incurred in relation to financing of the company.



                                       9
<PAGE>

OTHER INCOME

Other income consisted of interest income derived from cash on deposit. Interest
income  decreased by $297 from $340 for the three months ended March 2001 to $43
for the three months ended March 2002.

NET LOSS

Net loss for the three months  ended March 31, 2002 was  $169,480  compared to a
loss of $106,396 the three months ended March 31, 2001.. The increase in the net
loss was due to an  increase  in  research  costs of  $12,713,  an  increase  in
administration  costs of $37,213 and a reduction in interest income amounting to
$297.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents were $8,064 at March 31, 2002.  Operations for the six
months have been financed  through a loan from  Intracell  Vaccines  Limited and
through the utilization of $33,363 in cash on hand.

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

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.


                                       10
<PAGE>

                           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.

Subsequent  to March 31, 2002,  the company  issued  200,0000  common  shares to
research consultants of the company.

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)

(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.



                                       11
<PAGE>

                                   SIGNATURES

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

                                  HIV-VAC Inc.


        Dated: May 12, 2002               By:  /s/  Kevin W Murray
                                               ---------------------------------
                                                    Kevin W Murray
                                                    Vice President
                                                    Finance & Administration
                                                    (Principal Finance Officer)






                                       12