UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

For the quarterly period ended December 31, 2000

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






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


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

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

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

There are  46,517,208  shares of common stock  outstanding  and 10,000 shares of
preferred stock outstanding as of December 31, 2000.

<PAGE>

                                   HIV-VAC Inc

                                   Form 10-QSB

                     FOR THE QUARTER ENDED DECEMBER 31, 2000

                                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
                Statement of Stockholders Equity ..........................    5
                Notes to Condensed Financial Statements....................    6

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations:
            Overview.......................................................   11
            Results of Operations..........................................   12
            Liquidity and Capital Resources................................   13


PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings...........................................   13
Item 2.        Changes in Securities and Use of Proceeds...................   13
Item 3.        Defaults upon Senior Securities.............................   13
Item 4.        Submission of a Matter to a Vote of Security Holders........   13
Item 5         Other Information...........................................   13
Item 6.        Exhibits and Reports on Form 8-K............................   13

               Signature...................................................   14
               Certification...............................................   15
               Exhibits....................................................   17






<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

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

                                     ASSETS

                                                              December 31,    September 30,
                                                                  2000             2000
                                                             -------------    -------------
                                                              (unaudited)
<S>                                                          <C>              <C>
Current Assets
  Cash                                                       $     111,222    $     151,208
  Note receivable                                                    7,875            3,553
                                                             -------------    -------------
          Total Current Assets                                     119,097          154,761
                                                             -------------    -------------
Furniture and Equipment                                             40,939           43,314
                                                             -------------    -------------

Other Assets
  Patent rights                                                    206,665          213,381
                                                             -------------    -------------

          Total Assets                                       $     366,701    $     411,456
                                                             =============    =============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Notes payable                                              $     140,000          140,000
  Accrued Liabilitues
  Related Parties                                                  280,603          210,604
  Accounts Payable                                                  44,211           44,408
                                                             -------------    -------------
          Total Current Liabilities                                464,814          395,012
                                                             -------------    -------------

Stockholders' Equity
  Preferred stock, non preferential $0.01 par value;
  1,000,000 shares authorized;
  10,000 shares issued and outstanding                                 100              100
  Common stock, $0.001 par value; 50,000,000 shares
  authorized;
  46,517,208 shares issued and outstanding at Dec 31
  2000 and Sept 30, 2000                                            46,517           46,518
  Additional paid-in capital                                     3,507,840        3,497,840
   Accumulated deficit                                          (3,643,246)      (3,517,007)
   Treasury Stock                                                   (1,767)          (1,767)
   Accumulated other loss                                           (7,557)          (9,240)
                                                             -------------    -------------
   Total Stockholders' Equity                                      (98,113)          16,444
          Total Liabilities and Stockholders' Equity         $     366,701    $     411,456
                                                             =============    =============

</TABLE>

      See accompanying notes to unaudited condensed financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>

                   HIV-VAC, INC (A DEVELOPMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF OPERATIONS
                                    UNAUDITED

                                                                              Period from
                                                                              January 10,
                                             Three months    Three months        1997
                                                ended           ended         (Inception)
                                             December 31,    December 31,     to December
                                                 2000            2000            2000
                                             ------------    ------------    ------------
<S>                                          <C>             <C>             <C>
Expenses

Research and Development expenses            $     87,977          80,580         659,637
General and Administration expenses                29,499          33,888       2,237,924
Amortisation and Depreciation                       9,090           3,854          42,119
Loss from disposal of assets                         --              --            30,195
                                             ------------    ------------    ------------
          Total Expenses                          126,566         118,322       2,969,875
                                             ------------    ------------    ------------

          Operating Loss                         (126,566)       (118,322)     (2,969,875)
                                             ------------    ------------    ------------

Other Income (Expenses)
  Other Expenses                                     --              --          (243,934)
  Interest income                                     327               3           2,744
                                             ------------    ------------    ------------
       Total Other Income (Expense)                   327               3        (241,190)

  Net Loss from continuing operations            (126,239)       (118,319)     (3,211,065)

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

   Net Loss from continuing operations       $   (126,239)       (118,319)     (3,643,246)
                                             ============    ============    ============

Basic Net Loss per Share

Common Share                                 $     (0.003)   $     (0.003)
                                             ============    ============

Weighted Average common shares outstanding     46,517,208      35,109,670


</TABLE>







                                       2
<PAGE>
<TABLE>
<CAPTION>

                    HIV-VAC, INC.(A DEVOPEMENT STAGE COMPANY)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                Period from
                                                                                January 10,
                                               Three Months    Three Months        1997
                                                  Ended           Ended         (Inception)
                                               December 31,    December 31,     to December
                                                   2000            1999            2000
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Cash flows from operating activities;

  Net loss                                     $   (126,239)   $   (118,319)     (3,643,246)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Amortization and Depreciation expense             9,090           3,854          42,119
    Directors and Officers compensation              10,000            --            50,000
     Other expenses relating to Nouveaux               --              --           243,934
     Issue of stock for services                       --              --         1,350,000
      Issue of stock for licence                       --              --           635,500
     Loss from foreign currency translation           1,683            --            (7,557)

    Increase in notes receivable                     (4,323)        (10,019)         (7,875)
    Increase in accrued liabilities                  69,803          76,192         311,239
                                               ------------    ------------    ------------
             Net cash used by operating
                 Activities                         (39,986)        (48,292)     (1,025,886)
                                               ------------    ------------    ------------

  Cash flow from investing activities:

  Purchase of Patents                                  --              --           (85,000)
  Purchase of Treasury stock                           --              --            (1,767)
  Cash from acquisition                                --              --               272
  Purchase of furniture and equipment                 (--)          (10,258)        (47,496)
                                               ------------    ------------    ------------
    Net cash used by investing
                 Activities                           (--)          (10,258)       (133,991)
                                               ------------    ------------    ------------
Cash flows from financing activities:
    Proceeds from issue of preferred stock             --              --               100
    Proceeds from issuance of common stock             --              --           669,164
    Payment stockholders loan                          --              --              (272)
    Proceeds from notes payable                        --            50,000         140,000
    Proceeds from additional paid in capital           --              --           342,108

    Proceeds from subscription receivable              --           140,000            --
                                               ------------    ------------    ------------
             Net cash provided by financing
activities                                             --           190,000       1,151,100

             Net increase/(decrease) in cash        (39,986)        131,450          (8,777)




                                       3
<PAGE>

Cash at beginning of period                         151,208          10,898         120,000
                                               ------------    ------------    ------------

Cash at end of period                          $    111,222    $    142,348         111,223
                                               ============    ============    ============

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

  Non Cash Transactions:
   Directors and Officers compensation         $     10,000            --            50,000

   Issue of common stock for Nouveaux merger   $       --              --           106,525
   Issue of common stock for licence           $       --              --           100,000
   Issue of common stock for patent fees       $       --              --           635,500

   Issue of common stock for LifePlan merger   $       --              --            50,000
   Issue of common shares for services         $       --              --         1,350,000
   Forgiveness of stockholder debt             $       --              --             7,227
                                               $       --              --              --


</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statement.


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                        STATEMENT OF STOCKHOLDERS EQUITY
               FOR THE THREE MONTH PERIOD ENDED DECEMBER 31, 2000.
                                   (UNAUDITED)



                                              Preferred Series A             Common Stock
                                          -------------------------   -------------------------     Treasury
                                             Shares        Amount        Shares        Amount         Stock
                                          -----------   -----------   -----------   -----------    -----------
<S>                                       <C>           <C>           <C>            <C>            <C>
Balance - September 30, 2000                   10,000           100    46,517,208        46,517         (1,767)

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

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

Foreign currency translation adjustment          --            --            --            --             --
                                          -----------   -----------   -----------   -----------    -----------
Balance - March 31, 2000
                                               10,000   $       100    46,517,208   $    46,517    $    (1,767)
                                          ===========   ===========   ===========   ===========    ===========







                                                                      Accumulated
                                           Additional                    Other                        Total
                                            Paid in    Subscription  Comprehensive  Accumulated   Stockholders'
                                            Capital     Receivable   Income (Loss)    Deficit        Equity
                                          -----------  ------------  ------------   -----------    -----------

Balance - September 30, 2000                3,497,840          --          (9,240)   (3,517,007)        16,444
                                                                                                   -----------
Net loss                                         --            --            --        (126,239)      (126,239)

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

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

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

Balance - March 31, 2000                  $ 3,507,840   $      --     $    (7,557)  $(3,643,246)   $   (98,113)
                                          ===========   ===========   ===========   ===========    ===========

</TABLE>






                                       5
<PAGE>

                                  HIV-VAC, INC.
                   NOTES TO THE CONDENSED FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2000.
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations:  HIV-VAC,  Inc. (the "Company"),  formerly known as
Personna  Records,  Inc.  (Personna) was  incorporated on January 10,1997 in the
State of Nevada.  Personna (originally known as Sonic Records, Inc.) was engaged
in the production and distribution of musical records.  In April 1998,  Personna
merged  with  Nouveaux   Corporation   whereby  Personna  became  the  surviving
corporation.

Development  Stage  Enterprise:  HIV-VAC  Inc  reverted to a  development  stage
enterprise  when it  disposed of its music  recording  assets  (March  1999) and
commenced  the  research  and  development  of its HIV  vaccine.  The  Company's
principal  activities  since March 1999 have  included  defining and  conducting
research  programs,  conducting  animal  clinical  trials,  raising  capital and
researching ways to enhance the company's intellectual property. The Company has
not yet commenced human trials.

Going  Concern:  The  Company's  financial  statements  are presented on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities  in the normal  course of  business.  The  Company  has  experienced
recurring  losses since  inception and has negative net working capital and cash
flows from  operations.  For the years ended  September  30, 2000 and 1999,  the
Company experienced a net loss of $2,628,432 and $212,460, respectively.

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

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

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

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

Intangible  Assets:  Intangible assets consist of licensing rights and goodwill.
The licensing rights are being amortized using the straight-line method over the
remaining  estimated  economic  useful life of 12 years  commencing  April 1999.
Goodwill is being amortised over 5 years

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  An impairment  loss would be recognized  when estimated  future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition are less than its carrying amount

Cash and Cash Equivalents:  For purposes of the cash flow statement, the Company
considers all highly liquid  investments with maturities of three months or less
at the time of purchase to be cash equivalents




                                       6
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

Fair Value of  Financial  Instruments:  The  carrying  amounts  reported  in the
balance sheets for cash and cash equivalents,  accounts receivable, and accounts
payable  approximate fair value because of the immediate or short-term  maturity
of these financial instruments.  The carrying amounts reported for notes payable
and long-term debt approximates fair value because, in general,  the interest on
the underlying instruments approximates market rates.

Income Taxes: The Company  accounts for income taxes under Financial  Accounting
Standards  Board of Financial  Accounting  Standards  No. 109,  "Accounting  for
Income Taxes." Under  Statement  109,  deferred tax assets and  liabilities  are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date. No current or deferred  income tax expense or benefit were  recognized due
to the Company not having any material  operations for the years ended September
30, 2000 and 1999.

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

Net Loss Per Common  Share:  Basic and dilued net loss per common  share for the
period  ended  December  31, 2000 and 1999 are  computed  based on the  weighted
average  common  shares   outstanding  as  defined  by  Statement  of  Financial
Accounting  Standards No. 128,  "Earnings Per Share".  Common stock  equivalents
have not been  included in the  computation  of diluted loss per share since the
effect would be anti-dilutive.

Foreign  Currency:  The Company  translates  foreign  currency  transactions  in
accordance  with the  requirements  of SFAS 52 "Foreign  Currency  Transaction".
Assets and  liabilities  recorded in foreign  currencies  are  translated at the
exchange rate on the balance sheet date. Translation  adjustments resulting from
this process are charged or credited to other comprehensive income.  Revenue and
expenses are translated at average rates of exchange prevailing during the year.
Gains  and  losses  on  foreign  currency  transactions  are  included  in other
expenses.

Recent  Accounting  Announcements:   In  June  1998,  the  Financial  Accounting
Standards  Board  (FASB)  issued  SFAS  No.  133  (SFAS  133) "  Accounting  for
Derivative  Instruments and Hedging  Activities",  which was amended by SFAS No.
137,  issued in June 1999.  SFAS 133  established  standards for  accounting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and hedging activities.  SFAS 133, as amended, is effective for
fiscal years  beginning  after June 15, 2000.  The Company does not believe that
the  adoption  of  SFAS  133  will  have a  material  effect  on  the  financial
statements.

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments  of Liabilities"  (SFAS 140).
SFAS 140  replaces  FASB  Statement  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial  Assets and  Extinguishment  of Liabilities" and provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and  extinguishments of liabilities.  SFAS 140 is effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after March 31, 2001 and is effective for  recognition and  reclassification  of
collateral  and for  disclosures  relating to  securitization  transactions  and
collateral for fiscal years ending after December 31, 2000. The Company does not
believe  that the  adoption  of SFAS  140 will  have a  material  effect  on the
financial statements.


                                       7
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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:

                                               December 31,    September 30,
                                                   2000             2000
                                              -------------    -------------
  Furniture                                   $         936    $         936
  Equipment                                          46,560           46,560
                                              -------------    -------------
                                                     47,496           47,496
  Less accumulated depreciation                      (6,557)          (4,182)
                                              -------------    -------------

     Net                                      $      40,939    $      43,314
                                              =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                               December 31,    September 30,
                                                   2000             2000
                                              -------------    -------------

  Licensing Rights                            $     185,000    $     185,000
  Goodwill                                           57,228           57,228
                                              -------------    -------------
  Total                                             242,228          242,228
  Less accumulated amortization                     (35,563)         (28,847)
                                              -------------    -------------
     Net                                      $     206,665    $     213,381
                                              =============    =============

Amortization  expense for the three months ended  December 31, 2000 and the year
ended September 30, 2000, was $6,715 and $21,139 respectively.

NOTE 4  - LICENSING AGREEMENT

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited (Intracell) whereby the Company issued 5,750,000 shares of Common Stock,
10,000  Preferred  Stock and  $85,000  for an  aggregate  amount of  $185,000 in
exchange for the worldwide  licensing  rights to a proposed vaccine for AIDS/HIV
developed by The University of Birmingham, UK.


                                       8
<PAGE>

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

NOTE 4  - LICENSING AGREEMENT CONTINUED

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

As part of the March 15, 1999  issuance of 5,750,000  shares to  Intracell,  the
Company  agreed to make  advance  minimum  royalty  payments  of  $76,500 to the
University of Birmingham  Research and Development Limited commencing January 1,
2002. The minimum payments are required for the duration of the patents.

The Company  also issued  stock  options to the  shareholders  of  Intracell  to
purchase a total of 30,000,000 shares of the Company's Common Stock, conditional
on the  outcome of three  separate  events.  The  options  have not been  valued
because they are subject to contingencies.


NOTE 5 - STOCKHOLDERS' EQUITY

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 1998,  the Company  entered  into a lease
          agreement for laboratory  facilities  expiring on April 30, 2001. Rent
          expense for the years ended  September 30, 2000,  amounted to $14,773.
          The future minimum lease payments  required under the lease is $26,000
          for fiscal year 2001.

     b)   Stock  Options.  On March 15, 1999,  the Company  entered into a stock
          option agreement in which the Company granted to Intracell  options to
          purchase an  aggregate  of  30,000,000  shares  under  three  separate
          conditional events. The Company authorized the exercise of the options
          as follows:

               1.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.

               2.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share should the Company  commence United States  Government
                    Food and Drug Administration  ("FDA") Phase 11 trials of its
                    HIV vaccine.

               3.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share  should the  Company  obtain FDA  approval  of its HIV
                    vaccine.

          None of the  contingencies  had been met at  December  31,  2000.  The
          options expire on April 1, 2004.







                                       9
<PAGE>

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

NOTE 7 - INCOME TAXES

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been recognized for operating  losses.  At September 30, 2000, net operating
losses of approximately  $937,000 are available for carry forward against future
years' taxable income and begin expiring in the year 2014. The Company's ability
to utilize  its net  operating  loss carry  forwards  is  uncertain  and thus no
valuation  reserve has been  provided  against the  Company's  net  deferred tax
assets.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $70,000 for of the three month period  ended  December 31, 2000 As of
December  31, 2000 and  September  30,  2000,  the balance due to related  party
stockholders  arising  from the  normal  course of  business  was  $280,603  and
$210,604 respectively.

NOTE 9 - NOTES PAYABLE

At December 31, 2000 and September 30, 2000, the Company had unsecured  notes of
$140,000 and $140,000, respectively. The notes payable are interest free and are
repayable when the Company has obtained $5 million in financing.



















                                       10
<PAGE>

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

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

OVERVIEW

In April 1999, the Company  acquired from Intracell  Vaccines Ltd, the exclusive
worldwide rights to a vaccine developed to combat AIDS. Terms of the acquisition
included the issue of 5,750,000  common  shares and 10,000  preferred  shares to
Intracell  Vaccines  Ltd,  an  anti-dilution  provision  in favor  of  Intracell
Vaccines Ltd, and the issue of options totaling  30,000,000 common shares to the
stockholders of Intracell Vaccines Ltd. In addition, HIV-VAC, Inc also agreed to
provide funding of $5 Million towards the research and  commercialization of the
vaccine.

The  vaccine was  developed  by Dr Gordon  Skinner  through  The  University  of
Birmingham,  UK.  The  vaccine  is  currently  completing  laboratory  trials in
conjunction with The Russia AIDS Centre.

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

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

The Company has failed to honor the financial funding  commitments of $5 million
made to Intracell Vaccines Limited.  Prior funding commitments made by investors
have not  materialized  and the lack of funding has had a material effect on the
company's ability to proceed with research.  The Company is currently relying on
Intracell Vaccines Ltd for continuing support.



                                       11
<PAGE>

To date, we have  generated no operating  revenues.  We  anticipate  only modest
revenues  from  government  or other  grants or from  collaborations  with other
entities  over the next  three to five  years.  We have  incurred  losses  since
inception as a result of research and development and general and administrative
expenses in support of our operations. As of December 31, 2000, we had a deficit
of $3,643,246.

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

The Company does not have the capital it requires to proceed to human trials and
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  on payment  of  upfront  fees as well as the
payment of on-going royalties on sales.

The Company  estimates  that it  requires $5 Million  over the next 12 months in
order to  commence  human  trials.  Our future  capital  requirements  depend on
several  factors,  including  the  progress  of our  laboratory  and Phase  I/II
clinical trials, the progress of internal research and development projects, the
need for manufacturing facilities, the purchase of additional capital equipment;
and the availability of government research grants.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2000 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 1999.

EXPENDITURE

Research and  development  expenses for the three months ended December 31, 2000
increased by $7,397 from $80,580 for the three months ended December 31, 1999 to
$87,977 for the three  months ended  December 31, 2000.  The increase was mainly
due an increase in consulting costs. General and administrative expenses for the
three  months ended  December 31, 2000  decreased by $4,389 from $33,888 for the
three  months  ended  December  31, 1999 to $29,499 for the three  months  ended
December 31, 2000. The decrease in expenditure  was mainly due to a reduction in
travel expenses.  Depreciation and amortization increased by $5,236 from $ 3,854
for the three  months  ended  December  31, 1999 to $9,090 for the three  months
ended  December 31, 2000. The increase was due to  amortization  of goodwill and
fixed assets.

OTHER INCOME

Other  income  consisting  of  interest  income  derived  from cash on  deposit.
Interest  income  increased by $324 from $3 for the three months ended  December
31, 1999 to $327 for the three months ended December 31, 2000.

NET LOSS

Net loss for the three months ended December 31, 2000 was $126,239 compared to a
loss of $118,319 for the three months ended  December 31, 1999.  The increase in
the net loss was due to an  increase  in  depreciation  and  amortization  and a
increase in research and development  costs offset by a reduction in general and
administration costs.






                                       12
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Cash, cash  equivalents and notes receivable were $119,097 at December 31, 2000.
Operations for the three months have been financed through a loan from Intracell
Vaccines Limited and through the utilization of $39,986 in cash on hand.

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

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

PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

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

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS

The company has not issued or redeemed  any  securities  during the three months
ended December 31, 2000.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.        OTHER INFORMATION

None.

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

99.1 CERTIFICATION OF KEVIN MURRAY, CEO, PURSUANT TO 18 U.S.C.  SECTION 1350, AS
     ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2 CERTIFICATION  OF SALLY DEL PRINCIPE,  CFO,  PURSUANT TO 18 U.S.C.  SECTION
     1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002




                                       13
<PAGE>

SIGNATURES

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

                                                HIV-VAC Inc.
                                               (Registrant)


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



















                                       14
<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






                                       15
<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







                                       16