<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

For the quarterly period ended December 31, 2000

                          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 46,415,608 shares of common stock outstanding and 10,000 shares of
preferred stock outstanding as of December 31, 2000.















<PAGE>



                                   HIV-VAC Inc

                                    Form 10Q

                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                                TABLE OF CONTENTS



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

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


Item 3.     Quantitative and Qualitative Disclosure about Market Risk........  7

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings................................................  7
Item 2.     Changes in Securities and Use of Proceeds........................  7
Item 3.     Defaults upon Senior Securities..................................  8
Item 4.     Submission of a Matter to a Vaote of Security Holders............  8
Item 5      Other Information................................................  8
Item 6.     Exhibits and Reports on Form 8-K.................................  8

            Signature........................................................  8














<PAGE>


                         PART I - FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                     ASSETS

                                                               December 31,           September 30,
                                                                   2000                   2000
                                                              ----------------     -------------------
                                                                 (unaudited)
<S>                                                        <C>                     <C>
Current Assets
  Cash                                                     $       111,222        $        151,210

  Note receivable                                                    7,875                   3,552
                                                              ----------------     -------------------
          Total Current Assets                                     119,097                 154,762
                                                              ----------------     -------------------
Furniture and Equipment                                             40,939                  43,314
                                                              ----------------     -------------------
Other Assets
  Patent rights                                                    173,438                 177,292
                                                              ----------------     -------------------
          Total Assets                                     $       333,474        $        375,368
                                                              ================     ===================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities

  Notes payable                                            $       140,000                 140,000
  Accrued liabilities                                              324,813                 255,010
                                                              --------------        -----------------
          Total Current Liabilities                                464,813                 395,010
                                                              --------------        -----------------

Shareholders' Equity
    Preferred stock, $0.01 par value;
    1,000,000 shares authorized;
    10,000 shares issued and outstanding                               100                     100
    Common stock, $0.001 par value; 50,000,000 shares
    authorized;
    46,415,608 shares issued and outstanding                        46,416                  46,416

  Additional paid-in capital                                     2,730,153               2,730,153

  Accumulated deficit                                           (2,908,008)             (2,796,311)
                                                              --------------         -----------------
   Total Shareholders' Equity                                     (131,339)                (19,642)

          Total Liabilities and Shareholders' Equity       $       333,474        $        375,368
                                                             ==============          =================
</TABLE>

       See accompanying notes to unaudited condensed financial statements.



                                       -1-

<PAGE>


                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                  Three months             Three months
                                                      ended                   ended
                                                   December 31,            December 31,
                                                       2000                   1999
                                                 ----------------       ------------------
<S>                                              <C>                    <C>
Expenses
Research, general and administrative       $            105,794                  114,468
  Amortization & Depreciation                             6,228                       -
                                                 ----------------       ------------------
          Total Expenses                                112,022                  114,468
                                                 ----------------       ------------------
          Operating Loss                               (112,022)                (114,468)
                                                 ----------------       ------------------
Other Income (Expenses)
  Interest income                                           327                        3
                                                 ----------------       ------------------
          Total Other Income (Expense)                      327                        3
          Net Loss                         $           (111,695)                (114,465)
                                                 ================       ==================
Basic Net Loss per Share
Common Share                               $             (0.002)    $             (0.003)
                                                 ================       ==================
Weighted Average common shares outstanding            46,415,608              35,109,670
</TABLE>





       See accompanying notes to unaudited condensed financial statements.














                                       -2-


<PAGE>


                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                Year Ended                 Year Ended
                                                                               December 31,               December 31,
                                                                                   2000                       1999
                                                                            ------------------          -----------------
<S>                                                                         <C>                         <C>
Cash flows from operating activities  ;
  Net loss                                                               $        (111,695)        $         (114,465)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization and Depreciation expense                                             6228                          -

    Increase in notes receivable                                                    (4,323)                   (10,029)
    Increase in accrued liabilities                                                 69,802                     76,202
                                                                            ------------------          -----------------
             Net cash used by operating
                 Activities                                                        (39,988)                   (48,292)
                                                                            ------------------          -----------------

  Cash flow from investing activities:


   Purchase of furniture and equipment                                                  (-)                   (10,258)
                                                                            ------------------          -----------------
    Net cash used by investing
                 Activities                                                             (-)                   (10,258)
                                                                            ------------------          -----------------
Cash flows from financing activities:
    Proceeds from issuance of common stock                                               -                          -
    Proceeds from notes payable                                                          -                     50,000

    Proceeds from subcription receivable                                                 -                    140,000
                                                                            ------------------          -----------------
             Net cash provided by financing activities                                   -                    190,000

             Net increase/(decrease) in cash                                       (39,988)                   131,450

Cash at beginning of period                                                        151,210                     10,898
                                                                            ------------------          -----------------


Cash at end of period                                                    $         111,222         $          142,348
                                                                            ==================          =================

Supplemental disclosure of cash flow information

        Cash paid during the period for:

         Interest                                                        $               -         $                -
                                                                            ==================          =================
         Income taxes                                                    $               -         $                -
                                                                            ==================          =================
</TABLE>



       See accompanying notes to unaudited condensed financial statements.


                                       -3-

<PAGE>


                                   HIV-VAC INC
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               DECEMBER 31, 2000.

                                   (UNAUDITED)

1.      BASIS OF PRESENTATION

In the opinion of the management of HIV-VAC, Inc. (the Company), the
accompanying unaudited condensed financial statements include all normal
adjustments considered necessary to present fairly the financial position as of
December 31, 2000 and the results of its operations for the three months ended
December 31, 2000 and December 31, 1999, and cash flows for the three months
December 31, 2000 and December 31, 1999. The results are un-audited interim
results and are submitted to satisfy the quarterly reporting requirements of the
company on a timely basis.

The condensed financial statements and notes are presented pursuant to the rules
and regulations of The Securities and Exchange Commission, and do not contain
certain information included in the Company's audited financial statements and
notes for the fiscal year ended September 30, 2000.

In the opinion of the management of the Company, the accompanying unaudited
condensed financial statements contain all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial
information included herein. While the Company believes that the disclosures are
adequate to make the information not misleading, it is suggested that these
financial statements should be read in conjunction with the Company's audited
financial statements contained in its Annual Report on Form 10-K for the year
ended September 30, 2000.

GOING CONCERN
-------------

The Company's condensed financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has experienced
recurring losses since inception and has negative shareholders equity, negative
net working capital and negative cash flows from operations. For the three
months ended December 31, 2000 and December 31, 1999, the Company experienced a
net loss of $111,695 and $114,465 respectively.

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

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

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



                                       -4-





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2.       FINANCIAL STATEMENTS

The condensed financial statements include the accounts of the Company.

3.       LOSS PER SHARE

Excluded from the computation of basic and diluted loss per share, were stock
options outstanding for the purchase of 30,000,000 shares of common stock as of
December 31, 2000 and December 31, 1999 respectively, because the representative
share increments would be antidilutive.

 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 HIV vaccine which still needs to
establish safety and efficacy in human trials. The HIV vaccine is the company's
only product and the effectiveness of the vaccine is unknown. The
commercialization of the product is dependent on the safety and effectiveness of
the vaccine and will require regulatory approval before any commercialization
can occur. This process could take up to 5 years. The Company is not likely to
achieve any earnings until commercialization takes place. These risk factors,
and other factors described under "Factors Affecting Future Results" and
"Business" contained in the company's annual report on Form 10K, 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 from Intracell Vaccines Ltd, the exclusive
worldwide rights to a vaccine developed to combat AIDS. Terms of the acquisition
included the issue of 5,750,000 common shares and 10,000 preferred shares to
Intracell Vaccines Ltd, an anti-dilution provision in favor of Intracell
Vaccines Ltd, and the issue of options totaling 30,000,000 common shares 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 vaccine was developed by Dr Gordon Skinner through The University of
Birmingham, UK. The vaccine is currently completing laboratory trials in
conjunction with The Russia AIDS Centre. Human testing is expected to start in
Russia within the next 6 months.

                                       -5-




<PAGE>


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 Limited. 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 is currently relying on
Intracell Vaccines Ltd for continuing support.

To date, we have generated no operating revenues. We anticipate only modest
revenues from government or other grants or from collaborations with other
entities over the next three to five years. We have incurred losses since
inception as a result of research and development and general and administrative
expenses in support of our operations. As of December 31, 2000, we had a deficit
of $2,908,007.

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

The Company does not have the capital it requires to proceed to human trials 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 on payment of upfront fees as well as the
payment of on-going royalties on sales.

The Company estimates that it requires $5 Million over the next 12 months in
order to commence human trials. Our 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.

RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE THREE MONTHS
ENDED DECEMBER 31, 1999.

EXPENDITURE

Research and administrative expenses for the three months ended December 31,
2000 decreased by $2,446 from $114,468 for the three months ended December 31,
1999 to $112,022 for the three months ended December 31, 2000. The slight
decrease in expenditure was due to a reduction in overhead costs. Expenses for
the three months ended December 31, 2000 consisted principally of administrative
and research consulting costs.



                                       -6-



<PAGE>


OTHER INCOME

Other income consisting of interest income derived from cash on deposit.
Interest income increased by $324 from $3 for the three months ended December
31, 1999 to $327 for the three months ended December 31, 2000.

NET LOSS

Net loss for the three months ended December 31, 2000 was $111,695 compared to a
loss of $114,465 for the three months ended December 31, 1999. The decrease in
the net loss was due to a slight reduction in overhead costs.



LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and a notes receivable were $111,222 at December 31,
2000. Operations for the three months have been financed through a loan from
Intracell Vaccines Limited and through the utilization of $39,988 in cash on
hand.

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

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information relating to quantitative and qualitative disclosure about market
risk is set forth under the caption "Liquidity and Capital Resources" in Part I,
Item 2, Management's Discussion and Analysis of Financial Condition and Results
of Operations.

PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

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

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS

The company has not issued or redeemed any securities during the three months
ended December 31, 2000.



                                       -7-



<PAGE>



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.



FINANCIAL STATEMENTS

Unaudited financial statements as of December 31, 2000, and for the three-month
period then ended.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                HIV-VAC Inc.
                                                (Registrant)


      Dated: February 12, 2001                  By:  /s/  Kevin W Murray
                                                     ---------------------------
                                                     Kevin W Murray
                                                     Vice President
                                                     Finance & Administration
                                                     (Principal Finance Officer)





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