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 June 30, 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  4,120,413  shares of common stock  outstanding,  and 10,000 shares of
preferred series "A" oustanding as of June 30, 2002.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                  FOR THE QUARTER ENDED DECEMBER JUNE 30, 2002

                                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........................   5

Item 2.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations:
            Overview.......................................................   6
            Results of Operations..........................................   8
            Liquidity and Capital Resources................................   9


PART II.    OTHER INFORMATION

Item 2.     Changes in Securities and Use of Proceeds......................  10
Item 6.     Exhibits and Reports on Form 8-K...............................  10
            Signature......................................................  11










<PAGE>
<TABLE>
<CAPTION>

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




                                     ASSETS

                                                                                         September 30,
                                                                        June 30, 2002        2001
                                                                        -------------    -------------
                                                                         (unaudited)
<S>                                                                     <C>              <C>
Current Assets
   Cash and equivalents                                                 $         977    $      41,427
   Prepaid expenses                                                            36,123             --
   Prepaid Officers and Directors Salaries                                     45,000
                                                                        -------------    -------------
   Note receivable                                                               --               --
                                                                        -------------    -------------
     Total current assets                                                      82,100           41,427
                                                                        -------------    -------------

Furniture and equipment, net                                                   28,233           35,034
                                                                        -------------    -------------

Other Assets
   Intangible assets, net                                                     166,373          186,519
                                                                        -------------    -------------

Total assets                                                            $     276,706    $     262,980
                                                                        =============    =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
     Notes payable                                                      $     140,000    $     140,000
     Accrued liabilities:
       Related parties                                                        782,156          521,514
       Accounts payable                                                       132,042           39,838
                                                                        -------------    -------------
       Total Current Liabilities                                            1,054,198          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;
   4,120,413 and 3,470,413 shares issued & outstanding, respectively            4,120            3,470
   Additional paid in capital                                               5,244,738        5,110,888
   Deficit accumulated during the development stage                        (6,016,364)      (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                                        (8,319)          (7,210)
                                                                        -------------    -------------
     Total stockholders' equity (deficit)                                    (777,492)        (438,372)
                                                                        -------------    -------------

     Total liabilities and stockholders' equity (deficit)               $     276,706    $     262,980
                                                                        =============    =============

</TABLE>


                                       1
<PAGE>
<TABLE>
<CAPTION>

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



                                                   Period from     For the Three Months Ended     For the Nine Months Ended
                                                January 10, 1997   --------------------------    --------------------------
                                                 (Inception) to      June 30,       June 30,       June 30,       June 30,
                                                  June 30, 2002        2002           2001           2002           2001
                                                ----------------   -----------    -----------    -----------    -----------
<S>                                             <C>                <C>            <C>            <C>
Expenses
   Research                                        $ 1,220,149     $   106,346    $   107,530    $   265,004    $   279,389
   Administrative Expenses                           3,987,643          43,779         32,553        170,921         81,495
   Depreciation and amortization                        96,039           8,983          6,275         26,948         18,777
   Loss from disposal of assets                         30,195            --             --             --             --
                                                   -----------     -----------    -----------    -----------    -----------
                                                     5,334,026         159,108        146,358        462,873        379,661
                                                   -----------     -----------    -----------    -----------    -----------

     Loss from operations                           (5,334,026)       (159,108)      (146,358)      (462,873)      (379,661)
                                                   -----------     -----------    -----------    -----------    -----------

Other Income (Expense)
   Other expenses                                     (243,934)           --             --             --             --
   Interest income                                       3,777               6            331            362            998
                                                   -----------     -----------    -----------    -----------    -----------
     Total other income (expense)                     (240,157)              6            331            362            998
                                                   -----------     -----------    -----------    -----------    -----------

     Loss from continuing operations                (5,574,183)       (159,102)      (146,027)      (462,511)      (378,663)

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

       Net loss                                    $(6,006,364)    $  (159,102)   $  (146,027)   $  (462,511)   $  (378,663)
                                                   ===========     ===========    ===========    ===========    ===========


Loss per weighted-average share of common
   stock outstanding - basic and diluted                           $     (0.04)   $     (0.31)   $     (0.12)   $     (0.82)
                                                                   ===========    ===========    ===========    ===========

Weighted average number of common shares
   outstanding during period - basic and diluted                     3,914,857        464,156      3,625,228        464,156
                                                                   ===========    ===========    ===========    ===========

</TABLE>


                                       2
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
     FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 AND FOR THE PERIOD FROM
            JANUARY 10, 1997 (INCEPTION) TO JUNE 30, 2002 (UNAUDITED)




                                                         Period from
                                                         January 10,    For the Nine Months Ended
                                                            1997        --------------------------
                                                       (Inception) to     June 30,       June 30,
                                                        June 30, 2002       2002           2001
                                                       --------------   -----------    -----------
<S>                                                    <C>              <C>            <C>
Cash Flows From Operating Activities:
  Net loss                                              $(6,006,364)    $  (462,511)   $  (378,663)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                           96,039          26,948         18,777
     Officers' compensation capitalized                     100,000            --             --
     Other expenses relating to Nouveaux acquisition        243,934          20,000           --
     Issuance of stock for services                       1,424,500          54,500         20,000
     Issuance of stock for officers compensation             15,000          15,000           --
     Issuance of stock for licensing fees                   635,500            --             --
     Issuance of stock for patent fees                    1,500,000            --             --
     (Loss) gain from foreign currency translation           (8,319)         (1,109)         1,683
     Increase in prepaid expenses                           (36,123)        (36,123)          --
     Decrease (increase) in note receivable                    --              --            3,552
     Increase in accrued liabilities                        900,721         352,845        218,022
                                                        -----------     -----------    -----------
Net Cash Used in Operating Activities                    (1,135,112)        (30,450)      (116,629)
                                                        -----------     -----------    -----------

Cash Flow From Investing Activities:
   Purchase of patent rights                                (85,000)           --             --
   Purchase of furniture and equipment                      (48,416)           --             (921)
   Purchase of treasury stock                               (11,767)        (10,000)          --
   Cash acquired in acquisition                             120,272            --             --
                                                        -----------     -----------    -----------
Net Cash Used in Investing Activities                       (24,911)        (10,000)          (921)
                                                        -----------     -----------    -----------

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            --           25,000
   Payment of stockholder's loan                               (272)           --             --
   Proceeds from additional paid in capital                 342,108            --             --
                                                        -----------     -----------    -----------
Net Cash Provided by Financing Activities                 1,161,000            --           25,000
                                                        -----------     -----------    -----------


Net increase (decrease) in cash                                 977         (40,450)       (92,550)
Cash and equivalents at beginning of period                    --            41,427        151,210
                                                        -----------     -----------    -----------
Cash and equivalents at end of period                   $       977     $       977    $    58,660
                                                        ===========     ===========    ===========

</TABLE>




                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                    CONDENSED STATEMENTS OF CASH FLOWS (Cont)
     FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 AND FOR THE PERIOD FROM
            JANUARY 10, 1997 (INCEPTION) TO JUNE 30, 2002 (UNAUDITED)






                                                           Period from
                                                           January 10,       For the Nine Months Ended
                                                              1997        -------------------------------
                                                         (Inception) to      June 30,         June 30,
                                                          June 30, 2002        2002             2001
                                                         --------------   --------------   --------------
<S>                                                      <C>              <C>              <C>
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   $         --
                                                         ==============   ==============   ==============
   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                $    1,424,500   $       54,500   $       20,000
                                                         ==============   ==============   ==============
   Issuance of common shares for compensation to
     Directors & Officers                                $       60,000   $       60,000   $         --
                                                         ==============   ==============   ==============
   Preferred B stock dividend                            $       10,000   $         --     $         --
                                                         ==============   ==============   ==============
   Forgiveness of stockholder debt                       $        7,227   $         --     $         --
                                                         ==============   ==============   ==============


</TABLE>




                                        4
<PAGE>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying  interim condensed financial  statements of HIV-VAC,  Inc. (the
"Company") have been prepared in conformity with accounting principles generally
accepted in the United  States,  consistent in all material  respects with those
applied  in the  company's  Annual  Report  on Form  10-KSB  for the year  ended
September 30, 2001. The interim financial information is unaudited, but reflects
all normal  adjustments,  which are, in the opinion of management,  necessary to
provide a fair  statement  of results for the  interim  periods  presented.  The
interim  financial  statements  should be read in connection  with the financial
statements  in the  company's  Annual  Report on Form  10-KSB for the year ended
September 30, 2001.  Certain amounts for prior periods have been reclassified to
conform to the current  presentation.  All share and per share  amounts in prior
periods have been restated to reflect the 1:100 reverse stock split, effected on
July 22, 2001.

The  Company's  condensed  financial  statements  and  notes  are  presented  as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's  audited  financial  statements  and notes for the  fiscal  year ended
September 30, 2001.

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 working capital and cash flows from  operations.  For
the years ended September 30, 2001 and 2000, the Company  experienced net losses
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,  initiating  sale of its product,  and
attaining profitable operations.

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

Certain amounts in our prior period financial  statements have been reclassified
to conform to the current period presentation.

NOTE 2 - EQUITY TRANSACTIONS

On March 21,  2002 the  Company  issued  150,000  shares  of common  stock to an
unrelated third party for financial consulting services provided to the Company.
The services were valued at $22,500 or $0.15 per share.

On April 15, 2002 the Company issued 200,000 shares of common stock for research
consulting  services  provided  to the  Company.  The  services  were  valued at
$32,000 or $0.16 per share.

On May 25,  2002 the Company  issued  300,000  common  shares to  Directors  and
Officers  for  services to be provided  to the company  over the next year.  The
company valued these shares at $0.20 per share or $20,000 total which  reflected
market value at date of issue.

NOTE 3 - LOSS PER SHARE

Excluded from the  computation  of basic and diluted loss per share,  were stock
options  outstanding  for the purchase of 7,800,000 and 300,000 shares of common
stock as of June 30, 2002 and 2001,  respectively,  because the effect  would be
antidilutive.

NOTE 4 - SUBSEQUENT  EVENTS

On July 29,  2002,  the Company  issued  300,000  preferred  Series B shares and
3,000,000 warrants for the total consideration of $15,000.  Each share of Series
B preferred  stock is convertible  into ten (10) shares of the Company's  common
stock at a price per share equal to the greater of: (a) a 35% discount  from the
closing bid price on the date of the  issuance of the Series B preferred  stock,
or (ii) a 35% discount  from the average of the three  closing bid prices during
the  three (3)  trading  days  immediately  prior to the  conversion;  provided,
however,  that in no event  shall the  conversion  price be less than  $0.50 per
share.  The warrants are  convertible at a price of $1.50 and expire in 2 years.

On July 29,  2002,  the  Company  issued  300,000  preferred  Series B stock and
warrants  to  purchase  3,000,000  common  shares for a total  consideration  of
$15,000.

On August 3, 2002 the Company  issued 100,000 common shares to an officer of the
Company for cash of $20,000 On August 7, 2002, the Company converted $500,000 of
debt held by Intracell Vaccines Ltd. ("Intracell") into common stock through the
issue of 2,272,727 common shares at an issue price of 22 cents. Intracell is the
company's majority stockholder.


                                       5
<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.

         We  have  recently   completed   pre-clinical   trials  in  Russia,  in
conjunction  with The Russia  Federal Aids Center,  a department  of The Central
Institute of  Epidemiology,  Moscow,  Russia and we intend to institute  further
investigations  of the  immunogenicity  and safety of the  vaccine in  non-human
primates and consequent on the results of these investigations  proceed to Phase
I trials of the  vaccine  in human  subjects  in Moscow,  Russia.  We expect the
regulatory approval process to take up to six months to complete.


         The Company is also in discussions  with the Medical  Control Agency in
The United Kingdom for a clinical trial exemption (CTX) to commence a phase I/II
trial in the United  Kingdom.  The Company  plans to apply for a Clinical  Trial
exemption using the Clade B subtype of the virus as soon as our proposed vaccine
using the local Clade B subtype is made available.  The vaccine manufacture will
be  contracted  out and the Company is currently  evaluating  various  different
manufacturers in Russia, the UK and the USA.

         The Company is also hoping to initiate a phase I/II trial in Sub-Sahara
Africa using the local African HIV sub-type. These trials will be carried out in
conjunction  with  local  Government  and would  commence  after a  satisfactory
pre-clinical  trial has completed the evaluation of toxicity and  immunogenicity
of the local strain.  It is estimated that these  pre-clinical  trials will take
approximately  twelve  months to  complete.  The  Company  intends to invite the
Division of AIDS of National  Institute  of Allergy and  Infectious  Diseases to
monitor the African trials.


                                       6
<PAGE>

         Trials in Russia,  the UK 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.

         All trials are subject to the Company raising the necessary finance.

         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, 2002, we had a deficit of
$6,016,364.

         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  $8 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, the conversion of the Preferred series B stock
and the  exercise of warrants 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.

         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 August 12, 2002.



                                       7
<PAGE>

RESULTS OF OPERATIONS


NINE MONTHS ENDED JUNE 30, 2002 COMPARED TO THE NINE MONTHS ENDED JUNE 30 2001

EXPENDITURE

Research  expenses for the nine months ended June 30, 2002  decreased by $14,385
from  $279,389  for the nine  months  ended June 2001 to  $265,004  for the nine
months  ended June 30,  2002.  The  decrease  was mainly due to an  decrease  in
consulting fees.  Administrative  expenditures increased by $89,426 from $81,495
for the nine months  ended June 30, 2001 to $170,921  for the nine months  ended
June 30,  2002.  The  increase  was mainly due to an increase in legal and audit
fees of $8,625,  directors' and officers' fees of $25,000, as well as first time
patent fees of $36,126.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  decreased by $636 from $998 for the nine months ended June 30,
2001 to $362 for the nine months ended June 30, 2002 due to reduction of cash on
hand.

NET LOSS

Net loss for the nine months ended June 30 2002 was $462,511  compared to a loss
of $378,663 for the nine months  ended June 30,  2001.  The increase in net loss
was due mainly to an increase in administrative and overhead costs of $89,426.


THREE  MONTHS  ENDED  JUNE 30, 2002  COMPARED  TO  THE  THREE  MONTHS  ENDED
JUNE 30, 2001


EXPENDITURE

Research and expenses for the three months ended June 30, 2002 reduced by $1,184
from $107,530 for the three months ended June 30, 2001 to $106,346 for the three
months  ended June 30,  2002.  The  decrease  was  mainly  due to a decrease  in
consulting fees.  Administration  expenditure  increased by $11,226 from $32,553
for the quarter  ended June 30, 2001 to $ 43,779 for the quarter  ended June 30,
2002.  The  increase was mainly due to patent fees which were not payable in the
quarter ended June 30, 2001.

OTHER INCOME

Other income consisted of interest income derived from cash on deposit. Interest
income  decreased  by $326 from $331 for the three  months ended June 2001 to $6
for the three months ended June 2002.

NET LOSS

Net loss for the three  months  ended June 30, 2002 was  $159,102  compared to a
loss of $146,027 for the three  months ended June 30, 2001.  The increase in the
net loss was due to an increase in  administrative  costs of $11,226 offset by a
reduction in research costs of $1,184. Interest income decreased by $325.



                                       8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash  equivalents  were $977 at June 31, 2002.  Operations for the nine
months  have been  financed  through  a loan  from  Intracell  and  through  the
utilization of $40,450 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 the conversion of
the Company's  preferred stock,  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.






                                        9
<PAGE>

                           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.

In  April,   2002,  the  company  issued  200,0000  common  shares  to  research
consultants of the company .

In May 2002,  the company issued 300,000 common shares to directors and officers
of the company for  services to be rendered as directors  and officers  over the
next 12 months.

On July 29,  2002 the  company  issued  300,000  preferred  series B shares  and
3,000,000  warrants  to  purchase  3,000,000  common  shares  for a  total  cash
consideration of $15,000.  Each share of Series B preferred stock is convertible
into ten (10) shares of the Company's common stock at a price per share equal to
the greater of: (a) a 35% discount from the closing bid price on the date of the
issuance  of the  Series B  preferred  stock,  or (ii) a 35%  discount  from the
average of the three  closing  bid  prices  during  the three (3)  trading  days
immediately prior to the conversion;  provided,  however, that in no event shall
the conversion  price be less than $0.50 per share. The warrants are convertible
at a price of $1.50 and expire after 2 years.

On August 3, 2002 the Company  issued 100,000 common shares to an officer of the
Company for cash of $20,000

On August 7, 2002, the Company converted $500,000 of debt held by Intracell into
common stock  through the issuance of 2,272,727  common shares at an issue price
of $0.22 per share.

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.

         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 Chief Executive Officer
         99.2              Certification of Chief Financial Officer

         (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.


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<PAGE>

                                   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 August, 2002.

                                              HIV-VAC Inc.


Dated: August 12, 2002
                                              By:  /s/  Kevin W Murray
                                                 -------------------------------
                                                 Kevin W Murray
                                                 President







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