<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

For the quarterly period ended  June 30, 2001

                          Commission File No. 000-30603
                                  HIV-VAC, INC.
             (Exact name of registrant as specified in its charter)




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


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

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

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

There are 46,915,608 shares of common stock outstanding and 10,000 shares of
preferred stock outstanding as of June 30, 2001.



<PAGE>



                                  HIV-VAC, Inc.

                                   Form 10Q-SB

                       FOR THE QUARTER ENDED JUNE 30, 2001

                                TABLE OF CONTENTS



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

Item 2.        Management's Discussion and Analysis of Financial Condition
                 and Results of Operations:
               Overview....................................................  5
               Results of Operations.......................................  7
               Liquidity and Capital Resources.............................  8


Item 3.        Quantitative and Qualitative Disclosure about Market Risk....  8

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings............................................  8
Item 2.        Changes in Securities and Use of Proceeds....................  8
Item 3.        Defaults upon Senior Securities..............................  8
Item 4.        Submission of a Matter to a Vote of Security Holders.........  8
Item 5         Other Information............................................  9
Item 6.        Exhibits and Reports on Form 8-K.............................  9

               Signature....................................................  9




<PAGE>





                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                  HIV-VAC, INC.
                            CONDENSED BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>


                                                                 June 30,         September 30,
                                                                   2001               2000
                                                              ----------------    --------------
                                                                (unaudited)
<S>                                                           <C>                 <C>
Current Assets
  Cash                                                         $    58,660        $   151,210
  Note receivable                                                        -              3,552
                                                               -----------        -----------
          Total Current Assets                                      58,660            154,762
                                                               -----------        -----------
Furniture and Equipment                                             37,019             43,314
                                                               -----------        -----------

Other Assets
  Patent rights                                                    165,730            177,292
                                                               -----------        -----------

          Total Assets                                         $   261,409        $   375,368
                                                               ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities

  Notes payable                                                $   165,000        $   140,000
  Accrued liabilities                                              473,032            255,010
                                                               -----------        -----------
         Total Current Liabilities                                 638,032            395,010
                                                               -----------        -----------

Shareholders' Deficit
Preferred stock, $0.01 par value;
10,000,000 shares authorized;
10,000 shares issued and outstanding                                   100                100
Common stock, $0.001 par value; 500,000,000 shares
authorized;
46,915,608 shares issued and outstanding                            46,916             46,416
  Additional paid-in capital                                     2,749,653          2,730,153

  Accumulated Deficit                                           (3,173,292)        (2,796,311)
                                                               -----------        -----------
   Total Shareholder's Deficit                                    (376,623)           (19,642)


 Total Liabilities and Shareholder's  Deficit                  $   261,409        $   375,368
                                                               ===========        ===========
</TABLE>



       See accompanying notes to unaudited condensed financial statements.

                                       -1-


<PAGE>


                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                             Three months     Three months    Nine months      Nine months
                                            ended June 30,   ended June 30,  ended June 30,   ended June 30,
                                                  2001            2000           2001             2000
                                           ----------------  -------------   --------------  --------------
<S>                                        <C>               <C>             <C>               <C>
Cost of Sales                                $          -    $          -    $          -    $          -
                                             ------------    ------------    ------------    --------------


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

Expenses
Research, general and administrative              140,083         877,165         359,200       1,147,314

  Amortization & Depreciation                       6,274           4,659          18,778           5,974
                                             ------------    ------------    ------------    ------------
          Total Expenses                          146,357         881,824         377,978       1,153,288
                                             ------------    ------------    ------------    ------------

          Operating Loss                         (146,357)       (881,824)       (377,978)     (1,153,288)
                                             ------------    ------------    ------------    ------------

Other Income (Expenses)
  Interest income                                     330             678             997           1,430
                                             ------------    ------------    ------------    ------------
       Total Other Income (Expense)                   330             678             997           1,430


           Net Loss                          $   (146,027)       (881,146)   $   (376,981)   $ (1,151,858)
                                             ============    ============    ============    ============


Basic Net Loss Per Common Share              $     (0.003)   $     (0.025)   $     (0.008)   $     (0.033)
                                             ============    ============    ============    ============

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

</TABLE>


   See accompanying notes to unaudited condensed financial statements.

                                       -2-


<PAGE>

                                  HIV-VAC, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS


                                                    Nine Months    Nine Months
                                                      Ended          Ended
                                                     June 30,      June 30,
                                                       2001          2000
                                                   -----------    -----------

Cash flows from operating activities;
  Net loss                                         $  (376,981)   $(1,151,858)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization and Depreciation expense               18,778          5,974
  Issuance of stock for services                        20,000        675,000
 Decrease in intangible assets to net
      realizable value                                                 50,000
   Decrease (Increase) in notes receivable               3,552         (5,553)
    Increase in accrued liabilities                    218,022        137,353
                                                   -----------    -----------
             Net cash used by operating
                 Activities                           (116,629)      (289,084)
                                                   -----------    -----------

  Cash flow from investing activities:

Purchase of furniture and equipment                       (921)       (32,038)
                                                   -----------    -----------


    Net cash used by investing  Activities                (921)       (32,038)
                                                   -----------    -----------

Cash flows from financing activities:
    Proceeds from issuance of common stock                            123,645
    Proceeds from notes payable                         25,000        125,000
    Proceeds from subscription receivable                             140,000
                                                   -----------    -----------

       Net cash provided by financing activities        25,000        388,645

             Net increase/(decrease) in cash           (92,550)        67,523

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

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

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

       See accompanying notes to unaudited condensed financial statements.

                                       -3-

<PAGE>


                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                            JUNE 30, 2001.(UNAUDITED)

1. BASIS OF PRESENTATION In the opinion of the management of HIV-VAC, Inc. (the
Company), the accompanying unaudited condensed financial statements include all
normal adjustments considered necessary to present fairly the financial position
as of June 30, 2001 and the results of its operations for the three months and
nine months ended June 30, 2001 and June 30, 2000, and cash flows for the nine
months ended June 30, 2001 and June 30, 2000. The results are un-audited interim
results and are submitted to satisfy the quarterly reporting requirements of the
company on a timely basis.

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

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

GOING CONCERN

The Company's condensed financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has experienced
recurring losses since inception and has negative shareholders equity, negative
net working capital and negative cash flows from operations. For the nine months
ended June 30, 2001 and June 30, 2000, the Company experienced a net loss of
$376,981 and $1,151,858 respectively.

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

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


                                       -4-

<PAGE>

2. FINANCIAL STATEMENTS

The condensed financial statements include the accounts of the Company.

3. LOSS PER SHARE

Excluded from the computation of basic and diluted loss per share, were stock
options outstanding for the purchase of 30,000,000 shares of common stock as of
June 30, 2001 and June 30, 2000 respectively, because the representative share
increments would be antidilutive.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This discussion and analysis should be read in conjunction with our condensed
financial statements and related notes thereto appearing in Item 1 of this
report. In addition to historical information, this report contains
"forward-looking statements" that are within the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, and that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected. The words "believe", "expect", "intend",
"anticipate", and similar expressions are used to identify forward-looking
statements, but their absence does not mean that such statement is not
forward-looking. Many factors could affect the Company's actual results
including the performance of the Company's product. The Company has acquired the
worldwide rights to a vaccine the Company believes will combat the AIDS virus
(the "Product"). However there can be no assurance that the Product will have
the effect that the company expects as the Company still needs to establish
safety and efficacy in human trials and the effectiveness of the Product is
unknown. The commercialization of the Product is dependent on the safety and
effectiveness of the Product and will require regulatory approval before any
commercialization can occur. This process could take up to 5 years. The Company
is not likely to achieve any earnings until commercialization takes place. These
risk factors, and other factors described under "Factors Affecting Future
Results" and "Business" contained in the company's annual report on Form 10K-SB,
among others, could cause results to differ materially from those presently
anticipated by the Company. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
report. The Company undertakes no obligation to publicly release the results of
any revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date of this report or to reflect the
occurrence of anticipated events.

OVERVIEW

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

The Product was developed by Dr. Gordon Skinner through The University of
Birmingham, UK. The Product is currently undergoing laboratory trials in
conjunction with The Russia AIDS Centre. Human testing is expected to start in
Russia within the next six months.

                                       -5-

<PAGE>


The Company is also in discussions with the Ministry of Health of The Government
of Zambia to initiate a human trial in Zambia using the local HIV strain. Trials
in Zambia would be dependent on results of the pre-clinical trial currently
under way in Russia and would also require further laboratory testing of the
local African strain prior to commencing human trials.

The Company intends to invite the Division of AIDS of National Institute of
Allergy and Infectious Diseases to monitor both the Russian and Zambian trials.
Trials in Africa and Russia are subject to raising satisfactory financing.

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

To date, we have generated no operating revenues. We anticipate only modest
revenues from government or other grants or from collaborations with other
entities over the next three to five years. We have incurred losses since
inception as a result of research and development and general and administrative
expenses in support of our operations. As of June 30, 2001, we had a deficit of
$3,173,292.

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

The Company is looking at other financing methods, which include finding joint
venture partners who might provide substantial funding to the project or the
granting of sub-licenses on payment of upfront fees and the payment of on-going
royalties on sales. However, the Company is not currently negotiating with any
potential joint venture partners and there can be no assurance that the Company
will enter into any joint venture agreements.

The Company estimates that it requires $5 Million over the next 12 months in
order to commence human trials. Future capital requirements depend on several
factors, including the progress of our laboratory and 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.

                                       -6-


<PAGE>

RESULTS OF OPERATIONS

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

EXPENDITURE

Research and administrative expenses for the nine months ended June 30, 2001
reduced by $ 775,310 from $1,153,288 for the nine months ended June 30 2000 to
$377,978 for the nine months ended June 30, 2001. The reduction in expenditure
was the result of non recurring legal consulting costs incurred in 2001
(725,000), partly offset by increased research and other costs of $50,310

OTHER INCOME

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

NET LOSS

Net loss for the nine months ended June 30, 2001 was $376,981 compared to a loss
of $1,151,858 for the nine months ended June 30, 2000. The reduction in net loss
was mainly due to the non recurring legal consulting fees and the cost of the
Company merging with LifePlan in March 2000.

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

EXPENDITURE

Research and administrative expenses for the three months ended June 30, 2001
reduced by $735,467 from $881,824 for the three months ended June 30, 2000 to
$146,357 for the three months ended June 30, 2001. The reduction in expenditure
was mainly due to a non recurring legal consulting expense of $725,000 incurred
in March 2000 through the merger with LifePlan.

OTHER INCOME

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

NET LOSS

Net loss for the three months ended June 30, 2001 was $146,027 compared to a
loss of $881,146 for the three months ended June 30, 2000. The decrease in the
net loss was due to non recurring expense of $50,000 incurred in March 2000
through the merger of LifePlan and legal consulting costs of $725,000 offset by
increased administration and research costs of $10,119.

                                       -7-

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

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

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

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

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

The company reverse split its common shares by a ratio of 100: 1 on  July 6,
2001.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

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


                                       -8-

<PAGE>

ITEM 5. OTHER INFORMATION

None.

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


(a)

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

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

-------------------------------------------------------
(1) Included and Filed in Form 10QSB filed May 16, 2000

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



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






SIGNATURES

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

                                HIV-VAC Inc.
                                (Registrant)


Dated: August 13, 2001          By: /s/  Kevin W Murray
                                    ------------------------------------------
                                    Kevin W Murray
                                    Vice President
                                    Finance & Administration
                                    (Principal Finance Officer)


                                       -9-