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  December 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  3,470,413  shares  of  common  stock  outstanding,  10,000  shares of
preferred series "A" and 10,000 shares of preferred series "B" stock outstanding
as of December 31, 2001.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                     FOR THE QUARTER ENDED DECEMBER 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 Stochholders 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............................   14


PART II.       OTHER INFORMATION

Item 1         Legal Proceedings...........................................   14

Item 2.       Changes in Securities and Use of Proceeds....................   14

Item 3.        Defaults upon senior securities.............................   14

Item 4          Submission of a matter to a vote of security holders.......   14

Item 5.        Other Information...........................................   14

Item 6.        Exhibits and Reports on Form 8-K............................   14
               Signature...................................................   15
               Certification...............................................   16
               Exhibits ...................................................   18









                                       1
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            CONDENSED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
                                                                   December 31,     September 30,
                                                                        2001              2001
                                                                  --------------    --------------
<S>                                                               <C>               <C>
Current Assets
  Cash and equivalents                                            $       19,554    $       41,427
  Note receivable
                                                                            --                --
                                                                  --------------    --------------
     Total current assets                                                 19,554            41,427
                                                                  --------------    --------------

Furniture and equipment, net                                              32,767            35,034
                                                                  --------------    --------------
Other Assets
  Intangible assets, net                                                 179,803           186,519
                                                                  --------------    --------------
Total assets                                                      $      232,124    $      262,980
                                                                  ==============    ==============
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Notes payable                                                   $      140,000    $      140,000
  Accrued liabilities:
     Related parties                                                     609,397           521,514
     Accounts payable                                                     45,778            39,838
                                                                  --------------    --------------
     Total Current Liabilities                                           795,175           701,352
                                                                  --------------    --------------
Stockholders' Equity (Deficit)
Preferred stock, $0.01 par value;10,000,000 shares
authorized
         Series A, non-preferential; 10,000 issued and
         outstanding                                                         100               100
         Series B, convertible, non-preferential; 1,000,000
         and outstanding                                                  10,000            10,000
  Common stock, $0.001 par value; 500,000,000 shares
    authorized; 3,470,413 and 465,172 shares issued
    and outstanding, respectively                                          3,470             3,470
  Additional paid in capital                                           5,120,888         5,110,888
  Deficit accumulated during the development stage                    (5,687,780)       (5,553,853)
  Treasury stock, at cost; 101,600 common stock                           (1,767)           (1,767)
  Accumulated other comprehensive loss                                    (7,960)           (7,210)
                                                                  --------------    --------------
    Total stockholders' equity (deficit)                                (563,049)         (438,372)
                                                                  --------------    --------------
     Total liabilities and stockholders' equity (deficit)         $      232,126    $      262,980
                                                                  ==============    ==============

</TABLE>

      See accompanying notes to unaudited condensed financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
               FOR THE QUARTERS ENDED DECEMBER 31, 2001, 2000 AND
              FOR THE PERIOD FROM JANUARY 10, 1997 (INCEPTION) TO
                                DECEMBER 31, 2001
                                   (UNAUDITED)

                                                                                  Period from
                                                    Quarter         Quarter     January 10, 1997
                                                     Ended           Ended       (Inception) to
                                                  December 31,    December 31,    December 31,
                                                      2001            2000            2001
                                                  ------------    ------------    ------------
<S>                                               <C>             <C>             <C>
Expenses
  Research and development costs                        79,438          87,977       1,034,582
  General and administrative                            30,611          24,299         277,324
  Legal fees                                            10,000            --         1,429,349
  Licensing fees                                          --              --           635,500
  Patent fees                                            5,210            --         1,520,369
  Depreciation and amortization                          8,982           9,090          78,073
  Loss from disposal of assets                            --              --            30,195
                                                  ------------    ------------    ------------
                                                       134,241         126,566       5,005,391
                                                  ------------    ------------    ------------

    Loss from operations                              (134,241)       (126,566)     (5,005,391)
                                                  ------------    ------------    ------------

Other Income (Expense)
  Other expenses                                          --              --          (243,934)
  Interest income                                          313             327           3,726
                                                  ------------    ------------    ------------
    Total other income (expense)                           313             327        (240,208)
                                                  ------------    ------------    ------------

    Loss from continuing operations                   (133,928)       (126,239)     (5,245,659)


Loss from discontinued operations                         --              --          (432,181)
                                                  ------------    ------------    ------------
      Net loss                                        (133,928)       (126,239)     (5,677,780)
                                                  ============    ============    ============

Loss per weighted-average share of common
  stock outstanding - basic and diluted           $      (0.04)   $      (0.27)
                                                  ============    ============
Weighted average number of common shares
  outstanding during period - basic and diluted      3,470,413         465,172
                                                  ============    ============

</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                 HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
  FOR THE THREE MONTHS ENDED DECEMBER 30, 2001 AND 2000 AND FOR THE PERIOD FROM
          JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2001 (UNAUDITED)





                                                           Period from
                                                        January 10, 1997     For the Three Months Ended
                                                         (Inception) to    -----------------------------
                                                           December 31,     December 31,    December 31,
                                                               2001             2001            2000
                                                          -------------    -------------   -------------
<S>                                                       <C>              <C>             <C>
Cash Flows From Operating Activities:
  Net loss                                                $  (5,677,781)   $    (133,928)  $    (126,239)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Amortization and depreciation                                78,074            8,983           9,089
    Officers' compensation capitalized                           90,000           10,000          10,000
    Other expenses relating to Noveaux acquisition              243,934             --              --
    Issuance of stock for services                            1,370,000             --              --
    Issuance of stock for licensing fees                        635,500             --              --
    Issuance of stock for patent fees                         1,500,000             --              --
    Loss from foreign currency translation                       (7,961)            (751)          1,683
    Decrease (increase) in note receivable                         --               --            (4,323)
    (Decrease) in notes payable                                    --               --              --
    Increase in accrued liabilities                             641,699           93,823          69,802
                                                          -------------    -------------   -------------
Net Cash Used in Operating Activities                        (1,126,535)         (21,873)        (39,988)
                                                          -------------    -------------   -------------

Cash Flow From Investing Activities:
  Purchase of patent rights                                     (85,000)            --              --
  Purchase of furniture and equipment                            48,416)            --              --
  Purchase of treasury stock                                     (1,767)            --              --
  Cash acquired in acquisition                                  120,272             --              --
                                                          -------------    -------------   -------------

Net Cash Used in Investing Activities                           (14,911)            --              --
                                                          -------------    -------------   -------------

Cash Flows from Financing Activities:

  Proceeds from issue of preferred stock series B                10,000             --              --
  Proceeds from issuance of common stock                        669,164             --              --
  Preferred dividends paid                                         --               --              --
  Proceeds from notes payable                                   140,000             --              --
  Subscription receivable                                          --               --              --
  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                                  19,554          (21,873)        (39,988)

Cash and equivalents at beginning of period                        --             41,427         151,210
                                                          -------------    -------------   -------------
Cash and equivalents at end of period                     $      19,554    $      19,554   $     111,222
                                                          =============    =============   =============



                                       4
<PAGE>

                                                           Period from
                                                        January 10, 1997     For the Three Months Ended
                                                         (Inception) to    -----------------------------
                                                           December 31,     December 31,    December 31,
                                                               2001             2001            2000
                                                          -------------    -------------   -------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
  Interest                                                $        --     $        --      $        --
                                                          =============    =============   =============
  Income taxes                                            $        --     $        --      $        --
                                                          =============    =============   =============
Non Cash Transactions:
  Capitalized officers' compensation                      $      90,000    $      10,000   $      10,000
                                                          =============    =============   =============
  Issuance of common shares for Noveaux 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                  $   1,370,000    $        --     $        --
                                                          =============    =============   =============
  Preferred B stock dividend                              $      10,000    $        --     $        --
                                                          =============    =============   =============
  Forgiveness of stockholder debt                         $       7,227    $        --     $        --
                                                          =============    =============   =============

</TABLE>









                                       5
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2001
                                   (UNAUDITED)


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

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

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

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

Issue of stock for services                    --          --          --           --          --          --          --
                                          ---------   ---------   ---------    ---------   ---------   ---------   ---------

Balance - December 31, 2001                  10,000   $     100   1,000,000       10,000   3,470,413   $   3,470   $  (1,767)
                                          =========   =========   =========    =========   =========   =========   =========

</TABLE>

<TABLE>
<CAPTION>

                                                                      Accumulated
                                           Additional                    Other                          Total
                                            Paid in    Subscription  Comprehensive   Accumulated    Stockholders'
                                            Capital     Receivable   Income (Loss)     Deficit         Equity
                                          -----------   -----------   -----------    -----------    -----------
<S>                                       <C>           <C>           <C>            <C>            <C>
Balance - September 30, 2001                5,110,888          --          (7,210)    (5,553,853)      (438,372)
                                                                                                    -----------
Net loss                                         --            --            --         (133,927)      (133,927)

Officers and Directors Compensation            10,000          --            --             --           10,000

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

Issue of stock for services                      --            --            (750)          --             (750)
                                          -----------   -----------   -----------    -----------    -----------

Balance - December 31, 2001               $ 5,120,888   $      --     $    (7,960)   $(5,687,780)   $  (563,049)
                                          ===========   ===========   ===========    ===========    ===========

</TABLE>





                                       6
<PAGE>

                                 HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                    NOTES TO CONDENSED FINANCIAL STATEMENTS
                               DECEMBER 31, 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  Companys'
principal  activities  since March 1999 have  included  defining and  conducting
research  programs,  conducting  animal  clinical  trials,  raising  capital and
researching ways to enhance the company's intellectual property. The Company has
not yet commenced human trials..

Going  Concern:  The  Company's  financial  statements  are presented on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities  in the normal  course of  business.  The  Company  has  experienced
recurring  losses since  inception and has negative net working capital and cash
flows from  operations.  For the years ended  September  30, 2001 and 2000,  the
Company experienced a net loss of $2,026,846 and $2,628,432, respectively.

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

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

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

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

Intangible  Assets:  Intangible assets consist of licensing rights and goodwill.
The licensing rights are being amortized using the straight-line method over the
remaining  estimated  economic  useful life of 12 years  commencing  April 1999.
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

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




                                       7
<PAGE>

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


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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

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

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

Net Loss Per Common  Share:  Basic and diluted net loss per common share for the
periods  ended  December 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.

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.




                                       8
<PAGE>

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


NOTE 2 - FIXED ASSETS

Fixed Assets consisted of the following:

                                               December 31,    September 30,
                                                   2001             2001
                                              -------------    -------------
  Furniture                                   $         936    $         936
  Equipment                                          47,480           47,840
                                              -------------    -------------
                                                     48,416           48,416
  Less accumulated depreciation                     (15,653)         (13,382)
                                              -------------    -------------
     Net                                      $      32,767    $      35,034
                                              =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                               December 31,    September 30,
                                                   2001             2001
                                              -------------    -------------
  Licensing Rights                            $     185,000    $     185,000
  Goodwill                                           57,228           57,228
                                              -------------    -------------
  Total                                             242,228          242,228
  Less accumulated amortization                     (62,425)         (55,709)
                                              -------------    -------------
     Net                                      $     179,803    $     185,519
                                              =============    =============

Amortization  expense for the three months ended  December 31, 2001 and the year
ended September 30, 2001, was $8,982 and $36,062 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 a proposed vaccine for AIDS/HIV
developed by The University of Birmingham, UK.

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

As part of the March 15, 1999  issuance of 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.



                                       9
<PAGE>

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

NOTE 5 - STOCKHOLDERS' EQUITY

No stocks were issued by the company  during the three months ended December 31,
2001.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 2001,  the Company  entered  into a lease
          agreement for laboratory  facilities  expiring on April 30, 2002. Rent
          expense for the years  ended  September  30,  2001,were  $23,480.  The
          future minimum lease payments  required under the lease is $13,000 for
          fiscal year 2002.

     b)   Stock Options.

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

          1.   The option to purchase  100,000  Common Stock at $0.001 per share
               when human trials of the HIV vaccine begin.

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

          3.   The option to purchase  100,000  Common Stock at $0.001 per share
               should the Company obtain FDA approval of its HIV vaccine.

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

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

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

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

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

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

Warrants - On August 10,  2001,  the Company  issued  stock  warrants to acquire
5,000,000  shares of the Company's common stock at $1.50 per share. The warrants
expire in August 2003.

NOTE 7 - INCOME TAXES

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



                                       10
<PAGE>
                                  HIV-VAC, INC.
             NOTES TO THE CONDENSED FINANCIAL STATEMENTS (CONTINUED)

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $70,000 for of the each three month periods years ended  December 31,
2001 and December 31, 2000. As of December 31, 2001 and September 30, 2001,  the
balance due to related  party  stockholders  arising  from the normal  course of
business was $609,397 and $521,514 respectively.

NOTE 9 - NOTES PAYABLE

At December 31, 2001 and September 30, 2001, the Company had unsecured  notes of
$140,000 and $140,000, respectively. The notes payable are interest free and are
repayable when the Company has obtained $5 million in financing.

NOTE 10  -  SUBSEQUENT EVENTS.

In January,  2002, the company  re-purchased  the Preferred series "B" stock and
warrants issued to Bromely Holdings Inc in August 2001.














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<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  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,
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

     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.  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 for
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.

     In October 2001,  the Company made an  application  to the Medical  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 by March 2002.

     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 December 31,2001, we had a deficit
of $5,677,783.



                                       12
<PAGE>

     We expect 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  fifteen  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 12 months in order to
commence human trials.  Future capital  requirements  depend on several factors,
including the progress of our laboratory and I/II clinical trials,  the progress
of  internal  research  and  development  projects,  the  need  for  manufacture
facilities,  the purchase of additional capital equipment;  and the availability
of government research grants.

     The Company does not currently have the financing  required to preceed with
human trials, and is currently in negotiations with a financing group to provide
an equity  line of $5 million.  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.

     Subsequent  to December 31, 2001,  the Company has  repurchased  all of the
outstanding  Preferred  Series B shares and warrants issued to Bromely  Holdings
Inc in August. 2001.

RESULTS OF OPERATIONS

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

EXPENDITURE

Research and  development  costs for the three  months  ended  December 31, 2001
decreased by $8,539 from $87,977 for the three months ended December 31, 2000 to
$79,438  for  the  three  months  ended  December  31,  2001.  The  decrease  in
expenditure  was due to a reduction in  expenditure  in order to conserve  cash.
Administrative  expenditure  increased  by $6,312  from  $24,299 for the quarter
ended  December 31, 2001 to $30,611 for the quarter ended December 31, 2001. The
increase  was  primarily  due to an increase in audit fees  associated  with the
Company's SEC filings.  In addition the Company  incurred  patent fees and legal
fees amounting to $15,210 during the quarter ended December 31, 2001.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  decreased by $14 from $327 for the three months ended December
31, 2000 $313 for the three months ended December 31, 2001.

NET LOSS

Net loss for the three months ended December 31, 2001 was $133,928 compared to a
loss of $126,239 for the three months ended  December 31, 2000.  The decrease in
the net loss was due to a slight  reduction  in research  costs offset by higher
legal and audit costs.


                                       13
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and a notes receivable were $19,554 at December 31, 2001.
Operations for the three months have been financed through a loan from Intracell
Vaccines Limited and through the utilization of $21,873 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.

                           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, 2001. In January 2001, the Company  re-purchase the Preferred
series "B" stock and  warrants  which were  issued to  Bromely  Holdings  Inc in
August 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  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 PURSUANT TO 18 U.S.C.  SECTION 1350, AS
     ADOPTED  PURSUANT  TO  SECTION  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002




                                       14
<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















                                       15
<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






                                       16
<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






                                       17