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, 2002

                          Commission File No. 000-30603

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







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


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

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

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

There are  3,620,413  shares of common stock  outstanding,  and 10,000 shares of
preferred series "A" oustanding as of March 31, 2002.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2002

                                TABLE OF CONTENTS



PART I.  FINANCIAL INFORMATION                                              PAGE
Item 1.  Financial Statements:
          Condensed Balance Sheets...........................................  2
          Condensed Statements of Operations.................................  3
          Condensed Statements of Cash Flows.................................  4
          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........................................................... 13
          Results of Operations.............................................. 14
          Liquidity and Capital Resources.................................... 14


PART II. OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds.......................... 16
Item 3.   Defaults upon senior securities.................................... 16
Item 4    Submission of a matter to a vote of security holders .............. 16
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>

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

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

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

Other Assets
  Intangible assets, net                                                        175,949            186,519
                                                                        ---------------    ---------------
Total assets                                                            $       268,704    $       262,980
                                                                        ===============    ===============
                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
    Notes payable                                                       $       140,000    $       140,000
    Accrued liabilities:
      Related parties                                                           709,655            521,514
      Accounts payable                                                          126,592             39,838
                                                                        ---------------    ---------------
      Total Current Liabilities                                                 976,247            701,352
                                                                        ---------------    ---------------
Stockholders' Equity (Deficit)
  Preferred stock, $0.01 par value; 10,000,000 shares authorized;
    Series A, non-preferential; 10,000 shares issued and outstanding                100                100
    Series B, convertible, non-preferential; 1,000,000 shares issued
        and outstanding                                                          10,000             10,000
  Common stock, $0.001 par value; 500,000,000 shares authorized;
    3,620,413 and 3,470,413 shares issued & outstanding, respectively             3,620              3,470
  Additional paid in capital                                                  5,153,238          5,110,888
  Deficit accumulated during the development stage                           (5,854,400)        (5,553,853)
  Treasury stock, at cost;
    Common stock, 101,600 and 101,600 shares, respectively                       (1,767)            (1,767)
    Preferred stock, 1,000,000 and -0- shares respectively                      (10,000)              --
  Accumulated other comprehensive loss                                           (8,334)            (7,210)
                                                                        ---------------    ---------------
    Total stockholders' equity (deficit)                                       (707,543)          (438,372)
                                                                        ---------------    ---------------
    Total liabilities and stockholders' equity (deficit)                $       268,704    $       262,980
                                                                        ===============    ===============


</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>

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




                                                  Period from       For the Three Months Ended         For the Six Months Ended
                                               January 10, 1997   -------------------------------   -------------------------------
                                                (Inception) to
                                                March 31, 2002    March 31, 2002   March 31, 2001   March 31, 2002   March 31, 2001
                                                --------------    --------------   --------------   --------------   --------------
<S>                                             <C>               <C>              <C>              <C>              <C>
Expenses
  Research, general and administrative          $    3,933,864    $       71,322   $       21,680   $      117,142   $       51,179
  Research and Development costs                     1,123,802            89,219          101,643          168,657          189,620
  Depreciation and amortization                         84,195             6,121            9,135           15,104           18,225
  Loss from disposal of assets                          30,195              --               --               --               --
                                                --------------    --------------   --------------   --------------   --------------
                                                     5,172,056           166,662          132,458          300,903          259,025
                                                --------------    --------------   --------------   --------------   --------------

    Loss from operations                            (5,172,056)         (166,662)        (132,458)        (300,903)        (259,025)
                                                --------------    --------------   --------------   --------------   --------------

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

    Loss from continuing operations                 (5,412,219)         (166,619)        (132,118)        (300,547)        (258,358)


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

      Net loss                                  $   (5,844,400)   $     (166,619)  $     (132,118)  $     (300,547)  $     (258,358)
                                                ==============    ==============   ==============   ==============   ==============


Loss per weighted-average share of common
  stock outstanding - basic and diluted                           $        (0.05)  $        (0.28)  $        (0.09)  $        (0.56)
                                                                  ==============   ==============   ==============   ==============

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

</TABLE>



                                       3
<PAGE>
<TABLE>
<CAPTION>

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





                                                        Period from
                                                      January 10, 1997       For the Six Months Ended
                                                       (Inception) to    --------------------------------
                                                       March 31, 2002    March 31, 2002    March 31, 2001
                                                       --------------    --------------    --------------
<S>                                                    <C>               <C>               <C>
Cash Flows From Operating Activities:
  Net loss                                             $   (5,844,400)   $     (300,547)   $     (258,358)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                             84,195            15,104            18,225
     Officers' compensation capitalized                       100,000            20,000            20,000
     Other expenses relating to Nouveaux acquisition          243,934              --                --
     Issuance of stock for services                         1,392,500            22,500              --
     Issuance of stock for licensing fees                     635,500              --                --
     Issuance of stock for patent fees                      1,500,000              --                --
     (Loss) gain from foreign currency translation             (8,334)           (1,124)            1,683
     Increase in prepaid expenses                             (54,191)          (54,191)             --
     Decrease (increase) in note receivable                      --                --               3,552
     (Decrease) in notes payable                                 --                --                --
     Increase in accrued liabilities                          822,771           274,895           147,801
                                                       --------------    --------------    --------------
Net Cash Used in Operating Activities                      (1,128,025)          (23,363)          (67,097)
                                                       --------------    --------------    --------------

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

Net Cash Used in Investing Activities                         (24,911)          (10,000)             (919)
                                                       --------------    --------------    --------------

Cash Flows from Financing Activities:
   Proceeds from issue of preferred stock series B             10,000              --                --
   Proceeds from issuance of common stock                     669,164              --                --
   Proceeds from notes payable                                140,000              --                --
   Payment of stockholder's loan                                 (272)             --                --
   Proceeds from additional paid in capital                   342,108              --                --
                                                       --------------    --------------    --------------
Net Cash Provided by Financing Activities                   1,161,000              --                --
                                                       --------------    --------------    --------------


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





                                       4
<PAGE>

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

                                                        Period from
                                                      January 10, 1997       For the Six Months Ended
                                                       (Inception) to    --------------------------------
                                                       March 31, 2002    March 31, 2002    March 31, 2001
                                                       --------------    --------------    --------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Interest                                            $         --      $         --      $         --
                                                       ==============    ==============    ==============
   Income taxes                                        $         --      $         --      $         --
                                                       ==============    ==============    ==============
Non Cash Transactions:
   Capitalized officers' compensation                  $      100,000    $       20,000    $       20,000
                                                       ==============    ==============    ==============
   Issuance of common shares for Nouveaux merger       $      106,525    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for license               $      735,500    $         --      $         --
                                                       ==============    ==============    ==============

   Issuance of common shares for patent fees           $    1,500,000    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for LifePlan merger       $       50,000    $         -       $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for services              $    1,392,500    $       22,500    $         --
                                                       ==============    ==============    ==============
   Preferred B stock dividend                          $       10,000    $         --      $         --
                                                       ==============    ==============    ==============
   Forgiveness of stockholder debt                     $        7,227    $         --      $         --
                                                       ==============    ==============    ==============


</TABLE>










                                       5
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
                     FOR THE SIX MONTHS ENDED MARCH 31, 2002
                                   (UNAUDITED)


                                               Preferred A              Preferred B             Common Stock
                                          ---------------------   ----------------------   ---------------------   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       10,000   3,470,413       3,470      (1,767)

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

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

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

Purchase of Treasury Stock                     --          --          --           --          --          --       (10,000)

Issue of stock for services                    --          --          --           --       150,000         150        --
                                          ---------   ---------   ---------    ---------   ---------   ---------   ---------
Balance - March 31, 2002                     10,000   $     100   1,000,000       10,000   3,620,413   $   3,620   $ (11,767)
                                          =========   =========   =========    =========   =========   =========   =========

</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                                         --            --            --         (300,547)      (300,547)

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

Foreign currency translation adjustment          --            --          (1,124)          --           (1,124)

Purchase of Treasury Stock                       --            --             --            --          (10,000)

Issue of stock for services                    22,350          --            --             --           22,500
                                          -----------   -----------   -----------    -----------    -----------
Balance - March 31, 2002                  $ 5,153,238   $      --     $    (8,334)   $(5,854,400)   $  (707,543)
                                          ===========   ===========   ===========    ===========    ===========

</TABLE>








                                       6
<PAGE>

                                  HIV-VAC, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                                   (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, 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. The
company  implemented  SFAS  No 141 and  SFAS No 142 on  January  01,  2002.  The
implementation  of these standards has resulted in the company  changing from an
amortization  method  to an  impairment-only  approach  for  the  accounting  of
Goodwill.



                                       7
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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

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:  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



                                       8
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

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.

NOTE 2 - FIXED ASSETS

Fixed Assets consisted of the following:

                                                    March 31,     September 30,
                                                      2001             2001
                                                 -------------    -------------
  Furniture                                      $         936    $         936
  Equipment                                             47,480           47,840
                                                 -------------    -------------
                                                        48,416           48,416
  Less accumulated depreciation                        (17,916)         (13,382)
                                                 -------------    -------------
     Net                                         $      30,500    $      35,034
                                                 =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                                    March 31,     September 30,
                                                      2001             2001
                                                 -------------    -------------
  Licensing Rights                               $     185,000    $     185,000
  Goodwill                                              57,228           57,228
                                                 -------------    -------------
  Total                                                242,228          242,228
  Less accumulated amortization                        (66,279)         (55,709)
                                                 -------------    -------------
     Net                                         $     175,949    $     185,519
                                                 =============    =============



                                       9
<PAGE>

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

NOTE 3 - INTANGIBLE ASSETS  CONTINUED

Amortization  expense for the six months ended March 31, 2002 and the year ended
September 30, 2001,was $10,570 and $36,062 respectively.  The net asset value of
intangible  assets at March 31, 2002  comprised of Patent rights of $138,752 and
Goodwill of $37,197.  There was no impairment charge against Goodwill during the
quarter ended March 31, 2002.

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/HIV vaccine 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 57,500  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 300,000 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

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

On 21 March 2002,  the  company  issued  150,000  common  shares for  consulting
services. The services were valued at $22,500.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

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




                                       10
<PAGE>

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONT)

     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 March 2002.  The  options  expire on
April 1, 2004.


     On August 7, 2001,  the Company  provided  Intracell  with three options to
acquire a total 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 March 2002.  The  options  expire in
August 2007.


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.




                                       11
<PAGE>

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


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $140,000 for of the each three month periods ended March 31, 2002 and
March 31, 2001. As of March 31, 2002 and September 30, 2001,  the balance due to
related  party  stockholders  arising  from the normal  course of  business  was
$709,655 and $521,514 respectively.

NOTE 9 - NOTES PAYABLE


At March 31, 2002 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.

On 15 April,  2002,  the company  issued 200,000 common shares to consultants of
the Company. The services were valued at $32,000.















                                       12
<PAGE>

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

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

OVERVIEW

     Our proposed  vaccine was  developed  by Dr.  Gordon  Skinner,  through The
University of Birmingham,  UK. It has completed  toxicity  trials at The Federal
Russia AIDS Center.  Non-human primate testing,  which will allow the vaccine to
be challenged,  will start  immediately  funds are  available.  Human testing is
expected  to start in Russia as soon as  regulatory  approval  for a human Phase
I/II trial is  approved.  It is hoped  that this will occur  within the next six
months.

     The  Company  is also in  discussions  with the  Ministry  of Health of The
Government  of Zambia to  initiate a human  trial in Zambia  using the local HIV
strain. Human trials in Zambia would commence after a satisfactory  pre-clinical
trial,  which will evaluate toxicity and  immunogenicity of the vaccine made 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 in the next few weeks.

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

     To date, we have generated no operating revenues. We anticipate only modest
revenues  from  government  or other  grants or from  collaborations  with other
entities  over the next  three to five  years.  We have  incurred  losses  since
inception as a result of research and development and general and administrative
expenses in support of our operations.  As of March 31,2002, we had a deficit of
$5,844,400.


                                       13
<PAGE>

     We expect,  subject to  funding,  to  purchase  approximately  $500,000  in
equipment in the next two years to be used for research  and  expanding  testing
laboratories.  In addition,  we expect to hire an  additional  ten employees for
both research and administrative support.

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

     We estimate that it requires $5 million over the next 24 months in order to
commence human trials.  Future capital  requirements  depend on several factors,
including the progress of our laboratory and I/II clinical trials,  the progress
of  internal  research  and  development  projects,  the  need  for  manufacture
facilities,  the purchase of additional capital equipment;  and the availability
of government research grants.

     The Company does not currently have the financing  required to proceed with
human  trials,  and is  actively  seeking  financing  either  through  a private
placement  of the  Company's  stock or  through  an equity  line of  credit.  In
addition,  we are looking at other  financing  methods  including  finding joint
venture  partners who might  provide  substantial  funding to the project or the
granting of  sub-licenses on payment of upfront fees and the payment of on-going
royalties on sales.  However, the Company is not currently  negotiating with any
potential joint venture  partners and there can be no assurance that the Company
will  enter into any joint  venture  agreements.  If the  company is not able to
obtain the equity line or any other source of  financing,  we will have to cease
all operations.

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

     We are in arrears  with the  payment of license  fees due under our license
agreement with The University of Birmingham, UK. Under the license agreement, we
were required to pay a minimum license fee of  approximately  $72,500 on January
1, 2002. The University of Birmingham  could terminate our license  agreement if
we fail to pay the license fees after the university has given sixty days notice
of our breach of payment. We have not received any notice as of the 12 May 2002.


RESULTS OF OPERATIONS

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

EXPENDITURE

Research  and  administrative  expenses  for the six months ended March 31, 2002
decreased  by $ 20,963  from  $189,620  for the six months  ended  March 2001 to
$168,657 for the six months ended March 31,  2002.  The decrease in  expenditure
was mainly due to a decrease  in  consulting  fees.  Administration  expenditure
increased  by $65,963  from  $51,179 for the six months  ended March 31, 2001 to
$117,142 for the six months ended March 31,  2002.  The increase in  expenditure
was mainly  due to an  increase  in legal and audit  fees of  $24,650  which are
attributable  to the company's  filings,  first time royalty fees of $18,063 and
consulting  fees  of  $7,500  paid  in  relation  to  the  company's   financing
activities.


                                       14
<PAGE>

OTHER INCOME

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

NET LOSS

Net loss for the six months ended March 31, 2001 was $300,547 compared to a loss
of $258,358 for the six months  ended March 31,  2000.  The increase in net loss
was due to an increase in administration  costs of $67,646 offset by a reduction
in research and development costs of $20,963. Interest income reduced by $311.


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


EXPENDITURE

Research and development costs for the three months ended March 31, 2002 reduced
by $12,424  from  $101,643  for the three months ended March 31, 2001 to $89,219
for the three months ended March 31, 2002. The reduction in research expenditure
was mainly due to a reduction in  consulting  fees.  Administration  expenditure
increased  by $49,642  from  $21,680  for the  quarter  ended  March 31, 2001 to
$71,322 for the quarter  ended March 31, 2002.  The  increase in  administration
costs was due to an increase in audit and accounting fees of $8,750,  first time
license fees of $18,067 and consulting  fees of $22,500  incurred in relation to
financing of the company.

OTHER INCOME

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

NET LOSS

Net loss for the three months  ended March 31, 2002 was  $166,619  compared to a
loss of $132,118 the three months ended March 31, 2001.. The increase in the net
loss was due to an  increase  in  administration  costs of  $49,642  offset by a
reduction  in  reaserch  costs of $12,424 and a  reduction  in  interest  income
amounting to $297.



LIQUIDITY AND CAPITAL RESOURCES

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


                                       15
<PAGE>

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

If the company is unable to attract the necessary financing it requires, then it
will have to cease operations.

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

                           PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

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

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS

In January 2002,  the company  redeemed all of the Series B preferred  stock and
warrants previously issued to Bromley Holdings

In  March,  2002,  the  company  issued  150,000  common  shares  for  financial
consulting services provided to the company.

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

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.        OTHER INFORMATION

None.

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

     (a)  Exhibits:  Exhibits  required to be attached be Item 601 of Regulation
          S-B are listed in the Index to Exhibits in this Form  10-QSB,  and are
          incorporated herein be this reference.

     (b)  Reports on Form 8-K:  No  reports  on Form 8-K were  filed  during the
          period covered by this Form 10-QSB.



                                       16
<PAGE>

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

         3.1      Articles of Incorporation(1)
         3.2      Amended Articles of Incorporation(2)
         3.3      By-laws(1)
         3.4      Certificate  of Ammendment to  Certificate  of  Incorporation,
                  dated as of May 15, 2001(2)
         10.1     License Agreement(3)
         10.2     Consulting Agreement(3)
         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

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

     (1)  Included and Filed in Form 10-QSB filed May 16, 2000.
     (2)  Included and Filed in Form 10-QSB filed August 14, 2001.
     (3)  Included  and Filed in the  Registration  Statement on Form SB-2 filed
          August 22, 2001.


                                   SIGNATURES

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





                                                    HIV-VAC Inc.


Dated: October 22, 2002                   By:  /s/  Kevin W Murray
                                             ---------------------------------
                                             Kevin W Murray
                                             President







                                       17
<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




                                       18
<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






                                       19