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  March 31, 2001

                          Commission File No. 000-30603

                                  HIV-VAC, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)








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


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

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

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

There are  46,517,208  shares of common stock  outstanding  and 10,000 shares of
preferred stock outstanding as of March 31, 2001.


<PAGE>

                                  HIV-VAC, Inc.

                                   Form 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 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 Stockholders 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......................................   13
                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...................................................   17
               Certification...............................................   18
               Exhibits  ..................................................   20









                                       1
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

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

                                     ASSETS
                                                                 March 31,     September 30,
                                                                   2001             2000
                                                              -------------    -------------
                                                               (unaudited)
<S>                                                           <C>              <C>
Current Assets
  Cash                                                        $      83,194    $     151,208
  Note receivable                                                      --              3,553
                                                              -------------    -------------
          Total Current Assets                                       83,194          154,762
                                                              -------------    -------------
Furniture and Equipment                                              39,439           43,314
                                                              -------------    -------------

Other Assets
  Patent rights                                                     199,950          213,380
                                                              -------------    -------------
          Total Assets                                        $     322,583    $     411,456
                                                              =============    =============

                      LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
  Notes payable                                               $     140,000          140,000
  Accrued liabilities
    Related Parties                                                 350,603          210,604
    Accounts Payable                                                 52,211           44,408
                                                              -------------    -------------
          Total Current Liabilities                                 542,814          395,012
                                                              -------------    -------------

Stockholders' Deficit
  Preferred stock, Non Preferential, $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;
  46,517,208 shares issued and outstanding                           46,518           46,518
 Additional paid-in capital                                       3,517,840        3,497,840
 Accumulated Deficit                                             (3,775,365)      (3,517,007)
                                                                     (1,767)          (1,767)
 Accumulated other loss                                              (7,557)          (9,240)
                                                              -------------    -------------
   Total Stockholders' Deficit                                     (220,231)          16,444



Total Liabilities and Stockholders' Deficit                   $     322,583    $     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     Six months      Six months          1997
                                                 ended           ended           ended           ended      (Inception) to
                                               March 31,       March 31,       March 31,       March 31,       March 31,
                                                  2001            2000            2001            2000            2001
                                             ------------    ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>             <C>

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


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

Expenses
Research and development expenditure              101,643          80,155         189,621         160,735         761,281

General and Administrative expenditure             21,680          19,971          51,179          53,859       2,289,799

Amortization & Depreciation                         9,135           5,169          18,225           9,023          51,254
                                             ------------    ------------    ------------    ------------    ------------

          Total Expenses                          132,458         105,295         259,025         223,617       3,102,334
                                             ------------    ------------    ------------    ------------    ------------


          Operating Loss                         (132,458)       (105,295)       (259,025)       (223,617)     (3,102,334)
                                             ------------    ------------    ------------    ------------    ------------

Other Income (Expenses)
  Other Expenses, Nouveaux                           --              --              --              --          (243,934)
  Interest income                                     340             749             667             752           3,084
                                             ------------    ------------    ------------    ------------    ------------

       Total Other Income (Expense)                   340             749             667             752        (240,850)

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


          Net Loss                           $   (132,118)       (104,546)   $   (258,358)   $   (222,865)     (3,775,365)
                                             ============    ============    ============    ============    ============



Basic Net Loss Per Common Share              $     (0.003)   $     (0.003)   $     (0.006)   $     (0.006)
                                             ============    ============    ============    ============


Weighted Average common shares outstanding     46,517,208      35,211,272      46,517,208      35,211,272

</TABLE>




       See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

                                                                                        Period from
                                                     Six Months        Six Months       January 10,
                                                        Ended             Ended             1997
                                                      March 31,         March 31,      (Inception) to
                                                         2001              2000        March 31, 2001
                                                   --------------    --------------    --------------
<S>                                                <C>               <C>               <C>
Cash flows from operating activities;
  Net loss                                         $     (258,358)   $     (222,865)       (3,775,364)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization and Depreciation expense                  18,225             9,023            51,254
    Directors and Officers Compensation                    20,000              --              60,000
    Expenses relating to Nouveaux acquisition                --                --             243,934
    Issue of stock for services                              --                --           1,350,000
    Issue of stock for licence                               --                --             635,500
   Loss from foreign currency translation                   1,683              --              (7,557)
   Decrease (Increase) in notes receivable                  3,553           (10,552)             --
    Increase in accrued liabilities                       147,802            84,698           389,239
                                                   --------------    --------------    --------------
             Net cash used by operating
                 Activities                               (67,095)         (139,696)       (1,052,994)
                                                   --------------    --------------    --------------

  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)          (29,584)          (48,416)
                                                   --------------    --------------    --------------

    Net cash used by investing  Activities                  (--)            (29,312)         (134,911)
                                                   --------------    --------------    --------------

Cash flows from financing activities:
    Proceeds from issue of preferred stock                   --                --                 100
    Proceeds from issuance of common stock                   --               1,673           669,164
    Proceeds from additional paid in capital                 --                --             342,108
    Payment of Stockholders Loan                             --                (272)             (272)
    Proceeds from notes payable                              --             125,000           140,000
    Proceeds from subscription receivable                    --             140,000              --
                                                   --------------    --------------    --------------

       Net cash provided by financing activities             --             266,401         1,151,100

             Net increase/(decrease) in cash              (68,015)           97,393

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

Cash at end of period                              $       83,195    $      108,291
                                                   ==============    ==============



                                       4
<PAGE>

Supplemental disclosure of cash flow information
  Cash paid during the period for:

         Interest                                  $         --      $         --
                                                   ==============    ==============
         Income taxes                              $         --      $         --
                                                   ==============    ==============
  Non-cash transaction:

   Directors and Officers compensation             $      20,000             60,000
                                                   --------------    --------------
   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             $         --           1,350,000
                                                   --------------    --------------
   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 SIX MONTHS ENDED MARCH 31, 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         46,518         (1,767)

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

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

                                                 --            --            --             --             --
                                          -----------   -----------   -----------    -----------    -----------

Balance - March 31, 2001                       10,000   $       100    46,517,208    $    46,518    $    (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                                         --            --            --         (258,358)      (258,357)

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

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

                                                 --            --            --             --             --
                                          -----------   -----------   -----------    -----------    -----------

Balance - March 31, 2001                  $ 3,517,840   $      --     $    (7,557)   $(3,775,365)   $  (220,231)
                                          ===========   ===========   ===========    ===========    ===========

</TABLE>






                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                  MARCH, 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, 2000 and 1999,  the
Company experienced a net loss of $2,628,432 and $212,460, 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 March 31, 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:
                                                  March 31,       September 30,
                                                     2001              2000
                                                ------------      ------------
  Furniture                                     $        936      $        936
  Equipment                                           47,480            46,560
                                                ------------      ------------
                                                      48,416            47,496
  Less accumulated depreciation                       (8,977)           (4,182)
                                                ------------      ------------

     Net                                        $     39,439      $     43,314
                                                ============      ============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                                  March 31,       September 30,
                                                     2001              2000
                                                ------------      ------------
  Licensing Rights                              $    185,000      $    185,000
  Goodwill                                            57,228            57,228
                                                ------------      ------------
  Total                                              242,228           242,228
  Less accumulated amortization                      (42,278)          (28,848)
                                                ------------      ------------
     Net                                        $    199,950      $    213,380
                                                ============      ============



                                       9
<PAGE>

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

NOTE 3 - INTANGIBLE ASSETS  CONTINUED

Amortization  expense for the six months ended March 31, 2000 and the year ended
September 30, 2000, was $18,225 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

No common or preferred  shares were issued during the period ended  December 31,
2000.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 1998,  the Company  entered  into a lease
          agreement for laboratory  facilities  expiring on April 30, 2001. Rent
          expense for the years ended  September 30, 2000,  amounted  to$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.

               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.


                                       10
<PAGE>

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

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 carry forward against future
years' taxable income and begin expiring in the year 2014. The Company's ability
to utilize  its net  operating  loss carry  forwards  is  uncertain  and thus no
valuation  reserve has been  provided  against the  Company's  net  deferred tax
assets.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $140,000 for of the six month  periods ended March 31, 2001 and March
31,  2000.  As of March 31,  2001 and  September  30,  2000,  the balance due to
related  party  stockholders  arising  from the normal  course of  business  was
$350,603 and $210,604 respectively.

NOTE 9 - NOTES PAYABLE

At March 31, 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.













                                       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 10-KSB,
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 and
10,000 preferred shares to Intracell Vaccines Ltd, an anti-dilution provision in
favor of Intracell Vaccines Ltd, and the issuance 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 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. 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.



                                       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 March 31, 2001, we had a deficit of
$3,775,365.

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 does not have the capital it requires to proceed to human trials and
has  retained  Bondy & Schloss  LLP, a New York law firm to  prepare  and file a
Registration  Statement on Form SB-2 relating to the  registration of the shares
of the  Company's  common  stock for an offering to be made on a  continuous  or
delayed basis in the future  pursuant to Rule 415 of the  Securities Act of 1933
as amended.  The Company will need to increase its  authorized  capital stock in
order to accommodate this registration statement. There can be no assurance that
this financing will be successful.

The Company is also looking at other methods of financing, 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  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
manufacturing facilities,  the purchase of additional capital equipment; and the
availability of government research grants.



RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH, 31 2001 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 2000

EXPENDITURE

Administration and research  expenditure  reduced by $2,680 from $53,859 for the
six months  ended March 31,  2000 to $51,179 for the six months  ended March 31,
2001.  The  reduction was mainly due to a reduction in  professional  consulting
fees.  Research and development  expenditure  increased by $28,885 from $160,735
for the six months  ended March 31, 2000 to  $189,621  for the six months  ended
March 31, 2001.  The increase  was mainly due an increase in  consulting  costs.
Amortization  increased by $9,202 from $9,023 for the six months ended March 31,
2000 to $18,225 for the six months ended March 31, 2001. The increase was due to
amortization of goodwill, and an increase in equipment.


                                       13
<PAGE>

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest income reduced by $85 from $752 for the six months ended March 31, 2000
to $667 for the six months ended March 31, 2001.

NET LOSS

Net loss for the six months ended March 31, 2001 was $258,358 compared to a loss
of $222,865 for the six months  ended March 31,  2000.  The increase in net loss
was due to an increase of research and development costs of $28,885, an increase
in  amortization  of $9,202 offset by a reduction in general and  administration
costs of $2,680.



RESULTS OF OPERATIONS

THREE MONTHS  ENDED MARCH 31, 2001  COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2000.

EXPENDITURE

Administration and research expenditure increased by $1,709 from $19,971 for the
three  months  ended March 31, 2000 to $21,680 for the three  months ended March
31, 2001. The increase was mainly due to an increase in professional  consulting
fees. Research and development expenditure increased by $21,488 from$ 80,155 for
the three  months  ended March 31, 2000 to $101,643  for the three  months ended
March 31, 2001.  The increase  was mainly due an increase in  consulting  costs.
Amortization  increased  by $3,966 from $5,169 for the three  months ended March
31, 2000 to $9,135 for the three months  ended March 31, 2001.  The increase was
due to amortization of goodwill, and an increase in equipment.

OTHER INCOME

Other income consisted of interest income derived from cash on deposit. Interest
income  reduced by $409 from $749 for the three  months  ended March 31, 2000 to
$340 for the three months ended March 31, 2001.

NET LOSS

Net loss for the three months  ended March 31, 2001 was  $132,118  compared to a
loss of $104,546 for the three months ended March 31, 2000.  The increase in the
net loss was mainly due to an increase in research  and  development  consulting
costs.



                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were $83,194 at March 31, 2001.  Operations  for the
three months have been financed  through a loan from Intracell  Vaccines Ltd and
through the utilization of $28,028 in cash on hand.

The Company does not have the  liquidity or capital  required to commence  human
trial  testing of its vaccine.  The Company has retained  Bondy & Schloss LLP, a
New York law firm to  prepare  and file a  Registration  Statement  on Form SB-2
relating to the  registration of the shares of the Company's common stock for an
offering to be made on a continuous or delayed  basis in the future  pursuant to
Rule 415 of the  Securities  Act of 1933 as amended.  There can be no  assurance
that this financing will be successful

In  addition,  the  Company  will also 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

The  Company  has not issued or redeemed  any  securities  during the six months
ended March 31, 2001.

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.

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





                                       15
<PAGE>


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