SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC 20549

                               FORM 10-QSB

[ x ]     Quarterly report under Section 13 or 15(d) of the Securities
          Exchange Act of 1934

For the quarterly period ended:  June 30, 2002

[   ]     Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _____________ to _______________

Commission file number: 0-22865
                        -------

                    AMERIMMUNE PHARMACEUTICALS, INC.
-------------------------------------------------------------------------
    (Exact Name of Small Business Issuer as Specified in Its Charter)

           Colorado                                   84-1044910
--------------------------------------    --------------------------------
 (State or Other Jurisdiction of                    (IRS Employer
  Incorporation or Organization)                  Identification No.)


            2325A Renaissance Drive, Las Vegas, Nevada 89119
-------------------------------------------------------------------------
                (Address of Principal Executive Offices)

                            (805) 497 - 7252
-------------------------------------------------------------------------
            (Issuer's Telephone Number, Including Area Code)

-------------------------------------------------------------------------
          (Former Name, Former Address and Former Fiscal Year,
                      if Changed Since Last Report)

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

Yes    X      No
    -------      -------

  State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  AS OF JULY 22,
2002, 34,644,609 SHARES OF THE ISSUER'S COMMON STOCK, $0.05 PAR VALUE PER
SHARE, WERE OUTSTANDING.

Transitional Small Business Disclosure Format (check one):

Yes           No    X
    -------      -------
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


PART I                    FINANCIAL INFORMATION                  PAGE NO.

Item 1. Financial Statements:

Consolidated Balance Sheets - March 31, 2002 and June 30, 2002
(unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Consolidated Statements of Operations - for the Three Months
Ended June 30, 2001 and 2002 and cumulative amounts
from April 10, 1988 (date of inception) through
June 30, 2002 (unaudited). . . . . . . . . . . . . . . . . . . . . . . .3

Consolidated Statements of Cash Flows - for the Three Months
Ended June 30, 2001 and 2002 and cumulative amounts
from April 10, 1988 (date of inception) through
June 30, 2002 (unaudited). . . . . . . . . . . . . . . . . . . . . . . .4

Notes to Unaudited Consolidated Financial Statements . . . . . . . . . .6

Item 2. Management's Discussion and Analysis or Plan of Operation. . . 17

PART II                     OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 20

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 21

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23



<PAGE>
PART I              AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED BALANCE SHEETS
ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                 ASSETS

                                                    MARCH 31, 2002      JUNE 30, 2002
                                                      (AUDITED)          (UNAUDITED)
                                                    --------------    -----------------
<S>                                                  <C>                 <C>
CURRENT ASSETS
  Cash and cash equivalents                          $    126,313        $    103,841
  Other current assets                                      9,152               9,153
                                                     ------------        ------------

          TOTAL CURRENT ASSETS                            135,465             112,994
                                                     ------------        ------------

PROPERTY AND EQUIPMENT, NET                                 1,350               1,227
                                                     ------------        ------------

OTHER ASSETS
  Deposits                                                  3,100               3,100
                                                     ------------        ------------

          TOTAL ASSETS                               $     39,915        $    117,321
                                                     ============        ============

                  LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable                                   $     23,267        $     15,189
  Note payable                                                  -             200,000
  Accrued liabilities                                     506,833             542,942
                                                     ------------        ------------

          TOTAL CURRENT LIABILITIES                       530,100             758,131
                                                     ------------        ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Preferred stock $0.10 par value, 50,000,000
    shares authorized, no shares issued or
    outstanding                                                 -                   -
  Common stock $0.05 par value, 100,000,000
    shares authorized, 34,644,609 shares
    issued and outstanding                              1,732,231           1,732,231
  Additional paid-in-capital                            4,672,904           4,672,904
  Note receivable from affiliate                          (71,074)                  -
  Deficit accumulated during the development stage     (6,724,246)         (7,045,945)
                                                     ------------        ------------

          TOTAL SHAREHOLDERS' DEFICIENCY                 (390,185)           (640,810)
                                                     ------------        ------------
          TOTAL LIABILITIES AND SHAREHOLDERS'
           DEFICIENCY                                $    139,915        $    117,321
                                                     ============        ============

</TABLE>
See accompanying notes
                                    2
<PAGE>
<TABLE>
<CAPTION>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2002
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2002
                               (unaudited)



                                        THREE MONTHS        THREE MONTHS       CUMULATIVE
                                            ENDED               ENDED         AMOUNTS FROM
                                        JUNE 30, 2001       JUNE 30, 2002      INCEPTION
                                        -------------       -------------      ---------
<S>                                      <C>                <C>               <C>
COSTS AND EXPENSES
  Research and development               $     62,763       $     53,570      $  2,198,756
  General and administrative                  192,324            268,755         4,994,097
                                         ------------       ------------      ------------

          OPERATING LOSS                     (255,087)          (322,325)       (7,192,853)

OTHER INCOME (EXPENSE)
  Interest income                               5,819              4,506           174,457
  Interest expense                               (934)            (2,280)          (20,348)
                                         ------------       ------------      ------------

                                                4,885              2,226           154,109
                                         ------------       ------------      ------------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                           (250,202)          (320,099)       (7,038,744)

PROVISION FOR INCOME TAXES                      1,600              1,600             7,200
                                         ------------       ------------      ------------

NET LOSS                                 $   (251,802)      $   (321,699)     $ (7,045,944)
                                         ============       ============      ============

NET LOSS PER COMMON SHARE - BASIC
  AND DILUTED                            $      (0.01)      $      (0.01)
                                         ============       ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING - BASIC AND DILUTED          43,042,856         34,644,609
                                         ============       ============
</TABLE>



See accompanying notes
                                    3
<PAGE>
<TABLE>
<CAPTION>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2002
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2002
                               (unaudited)


                                        THREE MONTHS        THREE MONTHS       CUMULATIVE
                                            ENDED               ENDED         AMOUNTS FROM
                                        JUNE 30, 2001       JUNE 30, 2002      INCEPTION
                                        -------------       -------------      ---------
<S>                                      <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                               $   (251,802)      $   (321,699)     $ (7,045,944)

ADJUSTMENTS TO RECONCILE NET LOSS
 TO NET CASH USED BY OPERATING ACTIVITIES
  Noncash transactions:
  Depreciation and amortization                 2,984                123            35,321
  Reserve for note receivable from
    affiliate                                  13,300             71,074           150,000
  Fair value of stock and an option
    issued in exchange for services
    and trademark rights                            -                  -           814,000
  Fair value of stock issued to
    prospective officers                            -                  -           142,500
  Fair value of stock transferred to
    a prospective officer by a
    principal shareholder                           -                  -            90,000
  Fair value of stock and an option
    transferred by a principal
    shareholder in exchange for services            -                  -           452,000
  Fair value of stock options issued
    in exchange for services                        -                  -             9,996
  Modification of stock options                                        -           383,794
  Exchange of stock options to warrants
    for employee services                           -                  -           382,821
  Changes in assets and liabilities:
    Other current assets                        2,505                 (1)           (9,153)
    Deposits                                        -                  -            (3,100)
    Accounts payable and accrued expenses      40,872             28,031           558,130
                                         ------------       ------------      ------------
  Total adjustments                            59,661             99,227         3,006,309
                                         ------------       ------------      ------------
     NET CASH USED BY OPERATING ACTIVITIES   (192,141)          (222,472)       (4,039,635)
                                         ------------       ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment               -                  -           (36,547)
  Loan to an affiliate                         (4,245)                 -          (150,000)
                                         ------------       ------------      ------------
     NET CASH (USED IN) INVESTING
       ACTIVITIES                              (4,245)                 -          (186,547)
                                         ------------       ------------      ------------


Continued on next page

                                    4
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JUNE 30, 2001 AND 2002
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2002
                               (unaudited)





CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from sale of common
    stock and warrants                              -                  -         4,130,023
                                         ------------       ------------      ------------
  Net proceeds from loan from affiliate             -            200,000           200,000
                                         ------------       ------------      ------------
     NET CASH PROVIDED BY FINANCING
       ACTIVITIES                                   -            200,000         4,330,023
                                         ------------       ------------      ------------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                           (196,386)           (22,472)          103,841
                                         ------------       ------------      ------------

CASH AND CASH EQUIVALENTS,
 Beginning of Period                          215,810            126,313                 -
                                         ------------       ------------      ------------
CASH AND CASH EQUIVALENTS,
 Ending of Period                        $     19,424       $    103,841      $    103,841
                                         ============       ============      ============
</TABLE>

See accompanying notes



                                    5
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 2002

1.  BUSINESS AND BASIS OF PRESENTATION

BUSINESS AND ORGANIZATION

Amerimmune Pharmaceuticals, Inc. (the "Company"), formerly named
Versailles Capital Corporation, is a Colorado Corporation incorporated on
December 31, 1986.  From 1991 through February 22, 1999, the Company was
inactive aside from seeking a business combination candidate.

British Lion Medical, Inc. ("British Lion") was incorporated in
California in August 1997 and commenced operations on April 10, 1998.
British Lion was engaged in the pharmaceutical research business with the
primary purpose of developing Cytolin(R), a drug designed to protect the
immune system, especially in patients suffering from Human
Immunodeficiency Virus ("HIV").

On February 17, 1999, the Company, British Lion and Amerimmune, Inc.
("AI"), a newly organized, wholly owned subsidiary of the Company,
entered into an Agreement and Plan of Merger (the "Merger Agreement").
Pursuant to the Merger Agreement on February 23, 1999, each share of
British Lion's issued and outstanding no par value common stock
(5,853,500 shares) was exchanged for 7.133978 newly issued shares
(41,758,740 shares) of the Company's $0.05 par value per share common
stock.  After the exchange, former British Lion shareholders acquired
approximately 97% of the issued and outstanding voting shares of the
Company and the Company acquired all of the issued and outstanding shares
of British Lion through a merger of British Lion with and into AI, with
AI as the surviving legal entity (the "Transaction").  Prior to the
Transaction, the Company had nominal assets and liabilities.  Unless
otherwise noted, all references to the number of shares of common stock
in these financial statements are based upon the equivalent post-exchange
number of shares of the Company's common stock.

For financial reporting purposes, the Transaction has been accounted for
as a reverse acquisition whereby British Lion is deemed to have acquired
the Company.  Since this was a reverse acquisition, the legal acquiror,
the Company, continued in existence as the legal entity whose shares
represent the outstanding common stock of the combined entities.  The
acquisition has been accounted for as a recapitalization of British Lion
based upon historical cost.  The recapitalization was given retroactive
effect.  In connection with the Transaction, the Company succeeded to the
business of British Lion and became engaged in the pharmaceutical
research business with the primary purpose of developing Cytolin(R).  The
Company has assumed the obligations of British Lion including all
outstanding stock options and warrants to purchase shares of British
Lion's common stock and has issued equivalent shares of the Company
common stock under the same terms and conditions.

                                    6
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

On August 6, 1999, the shareholders of the Company adopted an amendment
to the Company's articles of incorporation to change the name of the
Company to Amerimmune Pharmaceuticals, Inc. from Versailles Capital
Corporation.

BASIS OF PRESENTATION AND MANAGEMENT PLAN

The accompanying unaudited consolidated financial statements of the
Company have been prepared in accordance with accounting principles
generally accepted in the United States for interim financial statements
and with the instructions to Form 10-QSB on the basis of a going concern.
Certain notes and other information have been condensed or omitted from
the unaudited interim financial statements presented in this report.
Accordingly, they do not include all of the information and footnotes
required by accounting principals generally accepted in the United States
for complete financial statements.  In the opinion of management, the
unaudited financial statements reflect all adjustments considered
necessary for a fair presentation.  The results of operations for the
three months ended June 30, 2002 are not necessarily indicative of the
results to be expected for the full year.  For further information, refer
to the financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-KSB for the period ended March 31,
2002 as filed with the Securities and Exchange Commission.  All
significant intercompany balances and transactions have been eliminated
in consolidation.

The Company is a development stage pharmaceutical research company and
has not generated any revenues from operations for the period from April
10, 1998 (the date that British Lion commenced operations) through June
30, 2002. The Company has devoted substantially all of its resources to
the acquisition of a license, research and development of Cytolin(R), and
expenses related to the startup of its business.  The Company has been
unprofitable since inception and expects to incur substantial additional
operating losses for the next twelve months, as well as for the next few
years, as it increases expenditures on its research and development
activities and allocates significant and increasing resources to clinical
testing, marketing and other activities.

The Company commenced a tolerability study for Cytolin(R) after a
clinical protocol was sanctioned by the Food and Drug Administration
("FDA") and the bulk drug has been manufactured, tested, packaged, and
released for clinical use.  The Company has completed the submission of
related manufacturing records to the FDA.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  The Company estimates that
it will require significant additional funding over the next three years
to continue operations and to successfully complete the FDA approval
process for its products.  The Company believes that additional funds
will be needed to fund operations after August 31, 2002.  The Company has
established plans designed to increase the capitalization of the Company
and is seeking additional capital that will provide funds needed to
increase the internal growth of the Company in order to fully implement
its business plans.  There can be no

                                    7
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

assurances that such additional capital will be available to the Company
on favorable terms, if at all.  The failure of the Company to obtain
additional funding if and when required would have a material adverse
effect on the Company's ability to fulfill its business plan, continue
its operations and meet its financial commitments.


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments purchased with
an original maturity of three months or less to be cash equivalents.

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist primarily of cash and cash
equivalents.  At June 30, 2002, substantially all cash and cash
equivalents were on deposit with one financial institution.

PROPERTY AND EQUIPMENT

Office furniture and equipment is recorded at cost.  Depreciation
commences as assets are placed in service and is computed on a
straight-line method over their estimated useful lives of three years.

Leasehold improvements are recorded at cost and amortized over the
three-year term of the lease.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.  Payments
related to the acquisition of technology rights, for which development
work is in-process, are expensed and considered a component of research
and development costs.

ACCOUNTING FOR STOCK BASED COMPENSATION

The Company's employee stock option plan is accounted for under
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees" ("APB No. 25") which requires the recognition of expense
when the option price is less than the fair value of the stock at the
date of grant.  The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123").

                                    8
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

NET LOSS PER SHARE

Loss per share is presented in accordance with the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS 128"), and the Securities and Exchange Commission ("SEC") Staff
Accounting Bulletin No. 98 ("SAB 98").  Basic earnings per share excludes
dilution for common stock equivalents and is computed by dividing income
or loss available to common shareholders by the weighted average number
of common shares outstanding for the period.  Diluted earnings per share
reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted and resulted
in the issuance of common stock.

Pursuant to SAB 98, common stock issued for nominal consideration is
required to be included in the calculation of basic and diluted earnings
per share, as if they were outstanding for all periods presented.  In
accordance with the SAB 98 requirements, 21,936,981 of the founder's
shares are considered to be nominal issuances and have been considered
outstanding for all of the periods ended since March 31, 1999.

All outstanding stock options and warrants have been excluded from the
calculation of diluted loss per share, because the assumed conversion of
such instruments is antidilutive.

COMPREHENSIVE INCOME

Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income," establishes standards for the reporting and
display of comprehensive income and its components in a full set of
general purpose financial statements. To date, the Company has not had
any transactions that are required to be reported in comprehensive
income.

SEGMENT INFORMATION

The Company has determined that it does not have separately reportable
operating segments in accordance with Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information".

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash, cash equivalents and marketable securities
is assumed to be fair market value because of the liquidity of these
instruments.  Accounts payable and accrued expenses approximate fair
value because of the short term nature of these instruments.

                                    9
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements
and accompanying notes.  Actual results may differ from those estimates.


3.  COMMITMENTS AND CONTINGENCIES

TERMINATION, SALE AND SHAREHOLDER AGREEMENT
CONDITIONAL LICENSE AGREEMENT

Allen D. Allen ("Allen") is the present owner of all United States patent
and foreign patent rights to Cytolin(R) and the associated technology and
know-how ("the "Technology").  In 1994, Allen granted CytoDyn of New
Mexico, Inc. ("CytoDyn"), of which Allen owns a substantial majority of
the voting stock, an exclusive, worldwide license to use the patent
rights and technology.  In addition, CytoDyn obtained a trademark name
for Cytolin(R).

In August 1998, Allen and CytoDyn entered into a Termination, Sale and
Shareholder Agreement ("the Purchase Agreement") with Three R Associates,
Inc. ("Three R"), a corporation affiliated with the Company through its
ownership by three of the Company's former directors and/or officers.

Pursuant to the terms of the Purchase Agreement, CytoDyn agreed to
relinquish the exclusive license to use the technology and patents
previously granted to it by Allen in exchange for 4,280,387 shares of the
Company's common stock.  In addition, Allen agreed to sell all United
States Patent rights, foreign patent rights, and all technological
know-how underlying the product, Cytolin(R), to Three R in exchange for
$1,350,000, payable monthly over a fifteen year period.  Payments to
Allen commenced and the Company assumed the obligation to Allen, as part
of the Patent and Trademark License Agreement discussed below, upon
completion of the Transaction.

In September 1999, Allen and CytoDyn delivered written notice to the
Company that they believed the Termination, Sale and Shareholder
Agreement, dated August 1, 1998 was void and not enforceable due to
fraudulent inducement by Three R and other, unspecified reasons.  Allen
and CytoDyn demanded that Three R and its owners surrender any and all
stock in the Company, which was obtained pursuant to such Agreement.

In February 2000, the Company entered into a Conditional License
Agreement with Allen and CytoDyn which is designed to preserve the
Company's rights to the technology in the event that the technology that
is the subject of both the Termination, Sale and Shareholder Agreement
between Three R, Allen, and CytoDyn, and the

                                   10
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

License Agreement, in the event that Three R's rights to such technology
reverted to or were acquired by Allen and CytoDyn.  The Conditional
License Agreement further stipulates that any and all Company stock,
awarded or returned to Allen or CytoDyn as a result of the dispute
between Allen, CytoDyn and Three R, be returned immediately to the
Company.  In consideration for entering into the Conditional License
Agreement the Company advanced CytoDyn an additional $50,000 pursuant to
the terms of a Loan Agreement which was previously entered into whereby
the Company loaned CytoDyn $100,000 (See Note 4).

In May 2001, the dispute between Allen, CytoDyn and Three R was settled.
As a result of the settlement, Allen and CytoDyn acquired 9,778,604
shares of the Company's common stock from Three R and all of  Three R's
rights, title, and interest in, to and under the License Agreement and
the Termination, Sale and Shareholder Agreement were claimed by Allen and
CytoDyn to have been assigned to Allen and CytoDyn.  Allen and CytoDyn
claimed that as a result of the settlement, the Conditional License
Agreement became operative.  If operative, the terms of the Conditional
License Agreement obligate the Company to pay Allen and CytoDyn as
successor Licensor pursuant to the terms of the License Agreement.

In September 2001, the Company, Allen and CytoDyn entered into an
agreement whereby Allen and CytoDyn transferred the 9,778,604 shares of
the Company's common stock received from Three R, to the Company for
cancellation, and the Company paid $40,000 to Allen and CytoDyn for
settlement of any claims for payment of fees and costs incurred with
acquiring the shares from Three R.

CONSULTING AGREEMENT - RESEARCH AND DEVELOPMENT

In August of 1998, Allen entered into a consulting agreement with Three R
whereby Allen agreed to provide the Company with any new and additional
similar technologies, if any, for a period of fifteen years in exchange
for a consulting fee of $10,000 per year.  Payments under the consulting
agreement commenced subsequent to the completion of the Transaction, and
the Company assumed the obligation to Allen upon completion of the
Transaction, as part of the License agreement.  Effective February 23,
2000, the Company can terminate the consulting agreement with one year's
notice.

PATENT AND TRADEMARK LICENSE AGREEMENT

In October 1998, the Company entered into a Patent and Trademark License
Agreement ("the License Agreement") with Three R.  The Company was
granted an irrevocable, exclusive, worldwide license to use all present
and future patent rights, know-how and background technology of Three R
relating to Cytolin(R), which Three R had previously obtained from Allen
and CytoDyn.  In addition, the License Agreement granted the Company a
sublicense to the trademark name, Cytolin(R).  The License Agreement was
consummated simultaneously with the Transaction.

                                   11
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

The Company issued 21,936,981 shares of its common stock to Three R upon
execution of the Agreement, and the Company also assumed Three R's
obligations to pay Allen under the agreements discussed above between
Three R and Allen.

Under the terms of the Purchase Agreement discussed above, the Company
was obligated to pay Allen, at a minimum, $180,000 in scheduled monthly
installments through February 23, 2001.  The Company has the option to
terminate the payments due Allen after the minimum amounts are paid.  If
the Company elects to terminate the payment in excess of the minimum due,
it would abandon the rights acquired through the Purchase agreement.

In May 2001, the dispute between Allen, CytoDyn and Three R was settled.
As a result of the settlement, all of  Three R's rights, title, and
interest in, to and under the License agreement may have been assigned to
Allen and CytoDyn.  If so, pursuant to the terms of the Conditional
License Agreement, the Company is obligated to pay Allen and CytoDyn as
successor Licensor pursuant to the terms of the License Agreement.

CONDITIONAL LICENSE AGREEMENT

In September 1999, Allen and CytoDyn delivered written notice to the
Company that they believed that the Purchase Agreement is void and is not
enforceable due to fraudulent inducement by Three R and other,
unspecified reasons.  Allen and CytoDyn have demanded that Three R and
its owners surrender any and all stock in the Company, which was obtained
pursuant to the Purchase Agreement.

In February 2000, the Company entered into a Conditional License
Agreement with Allen and CytoDyn which is designed to preserve the
Company's rights to the technology in the event that the technology that
is the subject of both the Purchase Agreement and the License Agreement
reverted to, or was acquired by Allen or CytoDyn.  In consideration for
entering into the Conditional License Agreement, the Company advanced
CytoDyn an additional $50,000 pursuant to the terms of a Loan Agreement
which was previously entered into whereby the Company loaned CytoDyn
$100,000. (See Note 4). At June 30, 2002 and March 31, 2002, the note
receivable of $150,000, which is collateralized by shares of the
Company's stock, plus accrued interest was classified as a reduction of
shareholders' equity.  As of June 30, 2002, the Company has fully
reserved the note receivable and accrued interest receivable as the
ability to collect the amount due is in question.

In May 2001, the dispute between Allen , CytoDyn and Three R was settled.
As a result of the settlement, all of  Three R's rights, title, and
interest in, to and under the License agreement may have been assigned to
Allen and CytoDyn.  If so, pursuant to the terms of the Conditional
License Agreement, the Company is obligated to pay Allen and CytoDyn as
successor Licensor pursuant to the terms of the License Agreement.

                                   12
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

In June 2001, the Company received notice of a claim from CytoDyn and
Allen that, pursuant to the Conditional License Agreement among them, the
Company has breached an alleged obligation under the Conditional License
Agreement to allow them to inspect the Company's manufacturing processes.
In June 2002, the Company received a claim from CytoDyn and Allen
asserting that:  (1)  Amerimmune no longer has rights to the technology
pursuant to the Patent and Trademark License Agreement with Three R;  (2)
the only rights Amerimmune has to the technology result from the
Conditional License Agreement;  and (3)  Amerimmune has breached the
Conditional License Agreement by failing to pay for the costs of patent
applications in Europe and by not allowing Mr. Allen to inspect
Amerimmune's manufacturing processes.  The Company has disputed CytoDyn's
and Mr. Allen's allegation that it has no rights to the technology from
the Patent and Trademark License agreement with Three R, Mr. Allen's
alleged inspection rights and his allegations regarding the consequences
of the Company's decision not to pursue or pay the costs of certain
European patent applications.  In the event that Mr. Allen and CytoDyn
are successful in any efforts to terminate the Conditional License
Agreement, the License Agreement, with Three R and/or any other rights of
the Company to utilize the technology that is the subject of such
agreement, the Company's business, financial position and prospects would
be materially and adversely affected.

MANAGEMENT AGREEMENT

In October 1998, the Company entered into a three year management
agreement for $585,000 per year with Western Center for Clinical Studies,
Inc. ("WCCS"), a corporation that is wholly-owned by three of the
Company's former officers and directors.  The agreement was scheduled to
expire on February 23, 2002.  The management agreement provided for
services by WCCS to the Company for the purpose of assisting the Company
in obtaining FDA approval to market Cytolin(R) for commercial use.  In
November 1999, the Company notified WCCS of its rescission of this
agreement based upon the Company's belief that WCCS made certain
fraudulent misrepresentations to the Company and had breached its
performance under the management agreement.  The Company is evaluating
remedies to collect all amounts paid to WCCS in conjunction with this
agreement.

In September 2000, Rex Lewis, O.B. Parrish, Kimberlie Cerrone, Wellington
Ewen and Pam Kapustay, each a current or former officer and/or director
of the Company, were served with a Complaint filed in August 2000 in the
Superior Court of California for Los Angeles County (Case No. BC 235312).
The Company was not named as a defendant.

The Complaint alleges causes of action against the defendants for libel
and slander, intentional infliction of emotional distress, interference
with contract, and unfair business practices.  It seeks compensatory
damages in the amount of $20 million and punitive damages and injunctive
relief.

                                   13
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

The allegations of the Complaint involve acts relating to: (1) the
Company's cancellation in November 1999, of the Management Agreement with
plaintiff WCCS, and (2) the cancellation and rescission of a technology
licensing agreement by co-defendant CytoDyn.  The Complaint alleges that
certain Company officers and directors (as well as officers and directors
of CytoDyn) made libelous and slanderous statements about the background
and competency of certain plaintiffs, who are officers and shareholders
of WCCS.  It alleges that these statements caused the Company to cancel
its Management Agreement with WCCS and CytoDyn to cancel its technology
licensing agreement with plaintiff Three R.  In May 2001, Three R, WCCS,
Allen and CytoDyn settled their claims among them.  (See "Purchase
Agreement" above.)

The Company and the defendants have retained counsel to defend Mr. Lewis,
Mr. Parrish, Ms. Cerrone and Ms. Kapustay and will indemnify them for
fees and expenses incurred in their defense.  The Company has also
requested coverage for the acts alleged in the Complaint from two
insurance companies under two different policies.

The Company has been informed that the defendants intend to vigorously
contest the allegations of the Complaint.  To the extent that the costs
of the defense and any damages resulting from the Action are not covered
by insurance and the Company is required to pay such amounts, the
Company's financial condition could be materially adversely affected.
The matter has been ordered to arbitration, which has not yet commenced.

OFFICER EMPLOYMENT AGREEMENT

On January 3, 2001, Rex H. Lewis' employment agreement was effective. The
Company has accrued $70,000 representing the pro rata portion of the
compensation applicable to the year ended March 31, 2000,  $180,000 in
fiscal 2002 and 2001 applicable to the respective years ended March 31,
and $45,000 applicable to the three months ended June 30, 2002.
Additionally, the Company issued 6,380,357 stock options to Mr. Lewis, at
an exercise price of $0.22, which would have expired 10 years from the
date of grant.  The options that were issued to Mr. Lewis were
non-qualified options and were not granted under the 1998 Omnibus Stock
Incentive Plan.

In November 2001, the Company entered into an agreement with Mr. Lewis
whereby he agreed to cancel the existing options in exchange for a
warrant to purchase up to 6,380,357 shares of the Company's common stock
at an exercise price of $0.22. In December 2001, Mr. Lewis assigned the
warrant to Maya LLC.  (See Item 4 Related Party Transactions.)

                                   14
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

4.  RELATED PARTY TRANSACTIONS

During the period from inception (April 10, 1998) through March 31, 2000,
the Company incurred expenses of $442,575 as a result of services
performed by an affiliate, WCCS, on behalf of the Company.  In fiscal
1999, the Company advanced $219,375 to WCCS to commence certain services
in connection with the development of Cytolin(R) to be performed over a
three year period beginning when the management agreement between the
parties became effective.  In November 1999, the Company notified WCCS of
its rescission of this agreement and expensed the remaining prepaid
management fees.  The Company is evaluating remedies to collect all
amounts paid to WCCS in conjunction with this agreement.  See Note 3 and
Part II Item 1 for a discussion of a Complaint filed against current or
former officers and/or directors of the Company related to the rescission
of this agreement.

During the period from inception (April 10, 1998) through June 30, 2002,
the Company paid consulting fees of $123,538 to Allen for providing
scientific expertise regarding the development of Cytolin(R) and $326,725
pursuant to the Patent and Trademark License Agreement.

During the period from inception (April 10, 1998) through March 31, 2000,
the Company incurred legal expenses of $10,000 for an attorney who is
also a director of the Company.

During June 1999, the Company loaned CytoDyn $100,000 to facilitate
payment by CytoDyn of certain legal and office expenses and to facilitate
repayment to the Company by CytoDyn of previous advances.  In February
2000, the Company loaned CytoDyn an additional $50,000 under the same
terms and conditions as the original loan, as consideration for entering
into the Conditional License Agreement (see Note 3).  The loans bear
interest at a rate of 8% per annum and are due, together with accrued
interest, on or before February 23, 2001.  The loans are secured by
450,000 shares of Company common stock which are owned by CytoDyn.  As of
June 30, 2002 this note is fully reserved, as the ability to collect on
this receivable is questionable.

In July 2001, the Company entered into a Warrant Purchase Agreement
("Warrant Agreement") with Maya LLC ("Maya"), a limited liability company
of which Rex H. Lewis, the Company's president and chief executive
officer is the manager.  The Warrant Agreement stipulates that Maya would
purchase an initial warrant for $125,000 and would be entitled to
purchase additional warrants in up to three separate closings of no less
than $125,000 per closing during the 12-month period ending in July 2002.
Each warrant has an exercise price of $0.20 per share of common stock,
and expires 10 years from the date of issuance of the warrant.  The
number of shares of common stock underlying each warrant has been
calculated using a valuation by an independent valuation consultant and
it has been determined that each warrant to purchase one share of common
stock had a value of $0.02.

                                   15
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                        JUNE 30, 2002 (CONTINUED)

As of June 30, 2002, Maya had purchased $500,000 of warrants pursuant to
the Warrant Agreement, and accordingly, warrants to purchase an aggregate
of 25,000,000 have been issued to Maya.  In February 2002, Maya exercised
its right to purchase 1,380,357 shares of the Company's common stock at
an exercise price of $0.20 per share for a total price of $276,071.

In November 2001, the Company entered into an agreement with Lewis
whereby he agreed to cancel options which were granted to him as part of
his initial employment agreement (See "Officer Employment Agreement"
above) in exchange for a warrant to purchase up to 6,380,357 shares of
the Company's common stock at an exercise price of  $0.22.  In December
2001, Lewis assigned the warrant to Maya.  As of June 30, 2002, none of
these warrants have been exercised.

In June 2002, the Company borrowed $200,000 from Maya, secured by a
promissory note.  The loan is for six months with an interest rate of
10%.  The lender may elect to accept payment of principal and interest in
common stock of the Company, instead of cash, at a price of $0.10 per
share.



                                   16
<PAGE>
PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     Some of the statements made in this Form 10-QSB and the documents
incorporated herein by reference that are not historical facts, such as
anticipated results of clinical trials, may constitute "forward-looking
statements," which forward looking statements are made pursuant to the
safe harbor provisions in the federal securities laws.  These statements
often can be identified by the use of terms such as "may," "will,"
"expect," "anticipate," "estimate," "should", "could", "experts",
"plans", "believes", "predicts", "potential", or "continue," or the
negative thereof.  Such forward-looking statements speak only as of the
date made.  Forward-looking statements are subject to risks,
uncertainties and other factors beyond the control of the Company that
could cause actual results, levels of activity, performance,
achievements, and events to differ materially from historical results of
operations, levels of activity, performance, achievements, and events and
any future results, levels of activity, performance, achievements and
events implied by such forward-looking statements.  Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future results,
levels of activity, performance, achievements, or events.  Moreover,
neither the Company nor any other person assumes responsibility for the
accuracy or completeness of such statements. The Company disclaims any
obligation to revise any forward-looking statements to reflect events or
circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

PLAN OF OPERATION

     The Company (for purposes of this section, the term the "Company"
includes the predecessor entity to its current operations, British Lion)
is a development stage pharmaceutical research company and has not
generated any revenues from operations for the period from April 10, 1998
(the date that British Lion commenced operations) through June 30, 2002.
The Company is engaged in the pharmaceutical research business with the
primary purpose of developing   drugs designed to protect the immune
system, especially in patients suffering from Human Immunodeficiency
Virus (HIV).  The Company believes that drugs being developed by the
Company may be important for the growing number of patients who have not
been receiving treatment, for those who are on multi-drug therapy, and
for those who have become resistant to drugs currently used to treat the
HIV/AIDS virus.  The Company intends to seek governmental approval from
the Food and Drug Administration ("FDA") for drugs developed by the
Company, including Cytolin(R).  To date, the Company has devoted
substantially all of its resources to the acquisition of a license,
research and development of Cytolin(R), and expenses related to the
startup of its business.  The Company has been unprofitable since
inception and expects to incur substantial additional operating losses
for the next twelve months, as well as for the next few years, as it
increases expenditures on research and development and allocates
significant and increasing resources to clinical testing, marketing and
other activities.

     In November and December 1998, the Company sold 1,426,790 shares of
its common stock (at approximately $0.21 per share), for gross proceeds
of $300,000, to certain accredited investors in a private placement.  In
December 1998, the Company began a second private placement of common
stock to accredited investors, which was completed on February 22,

                                   17
<PAGE>
1999.  The second private placement was made on a minimum/maximum "best
efforts" basis.  The Company raised the maximum amount of gross proceeds
of $3,210,000 (7,633,364 common shares at approximately $0.42 per share)
and paid cash offering expenses of $159,698.  Net cash proceeds from the
private placement aggregated $3,050,302. In July 2001, The Company
entered into a Warrant Purchase Agreement with Maya  (See Note 4) and as
of June 30, 2002, Maya had purchased $500,000 in warrants pursuant to the
Warrant Agreement and in February of 2002, Maya exercised its right under
the Warrant Agreement to purchase 1,380,357 shares of the Company's
common stock at an exercise price of $.20 per share which resulted in
total proceeds to the Company of $276,071.  In June 2002, the Company
borrowed $200,000 from Maya (See Note 4). The Company believes that the
funds received in these private placements and transactions will enable
it to satisfy its cash requirements without the need to raise additional
funds before August 31, 2002.  The Company has commenced a tolerability
study for Cytolin(R) after a clinical protocol was sanctioned by the FDA
and the bulk drug was manufactured, tested, packaged, and released for
clinical use.  The Company has completed the submission of related
manufacturing records to the FDA.

     The Company estimates that it will require significant additional
funding over the next three years in order to continue operations and to
successfully complete the development, testing and FDA approval process
for its drugs(.  The Company believes that additional funds will be
needed to fund operations after August 31, 2002.  There can be no
assurances that such additional capital will be available to the Company
on favorable terms, if at all.  The failure of the Company to obtain
additional funding if and when required would have a material adverse
effect on the Company's ability to fulfill its business plan, continue
its operations and meet its financial commitments.


RESULTS OF OPERATIONS

     For the three months ended June 30, 2002 the Company incurred
$53,570 in research and development expenses, $268,755 in general and
administrative expenses and earned $626 in interest income net of taxes
and interest expense, resulting in a net loss of $321,699.  The expenses
incurred during this period relate primarily to continuation of research
activities, regulatory and administrative expenses.

     For the three months ended June 30, 2001 the Company incurred
$62,763 in research and development expenses, $192,324 in general and
administrative expense and earned $3,285 in interest income net of taxes
and interest expense, resulting in a net loss of $251,802. The expenses
incurred during this period relate primarily to commencement of research
activities, regulatory and administrative expenses.

     From April 10, 1998 (date of inception) to June 30, 2002, the
Company incurred $2,198,756 in research and development expenses,
$4,994,097 in general and administrative expenses and earned $146,909 in
interest income net of taxes and interest expense, resulting in a net
loss of $7,045,944.  The expenses incurred during inception to June 30,
2002 relate primarily to commencement of business operations, research
activities, purchase of license, stock compensation, regulatory, and
administrative expenses.

                                   18
<PAGE>
     The Company's activities to date are not as broad in depth or scope
as the activities it must undertake in the future, and the Company's
historical operations and financial information are not indicative of its
future operating results or financial condition or its ability to operate
profitably as a commercial enterprise if and when it succeeds in bringing
any product to market.


CAPITAL RESOURCES AND LIQUIDITY

     From the commencement of operations on April 10, 1998 to June 30,
2002, the Company had no operating revenues and incurred net losses of
$7,045,944.  At June 30, 2002, the Company had negative net working
capital of $645,136.  The Company requires significant capital to conduct
the research and development and preclinical and clinical testing of its
drugs.  Management of the Company does not expect to generate revenue
from operations within the next year.  The Company believes that
additional funds will be needed to fund operations after August 31, 2002.
Recently, the Company has been dependent upon financing from Maya LLC, an
affiliate of Rex Lewis, an executive officer, director and significant
stockholder of the Company.  There can be no assurance that Mr. Lewis or
Maya LLC will be willing to continue to finance the Company's operations
and there can be no assurance that any other source of additional capital
will be available to the Company on favorable terms, if at all.  The
failure of the Company to obtain additional funding if and when required
would have a material adverse effect on the Company's ability to fulfill
its business plan, continue its operations and meet its financial
commitments.

     In October 1998, the Company entered into a Patent and Trademark
License Agreement (the "Agreement") with Three R.  The Company was
granted an irrevocable, exclusive, worldwide license to use all present
and future patent rights, knowledge and background technology owned by
Three R relating to the product, Cytolin(R).  In addition, the Agreement
granted the Company a sublicense to the trademark Cytolin(R).  The
Agreement was consummated simultaneously with the Company's acquisition
of British Lion.  The Company issued 21,936,981 shares of its common
stock at $.001 per share to Three R upon execution of the Agreement, and
the Company also agreed to assume Three R's obligations to pay Allen
$1,350,000, payable monthly over a fifteen year period, and fees of
$10,000 per year for consulting services under the agreements discussed
above between Three R and Mr. Allen.  See Note 3 to Unaudited
Consolidated Financial Statements contained in Item 1. of Part I of this
Form 10-QSB for a description of these Agreements and certain potential
disputes.  The Company could abandon its patent rights with no further
obligations after minimum payments aggregating $180,000 to Allen, with
one year's notice.

Effect of Inflation and Foreign Currency Exchange
-------------------------------------------------

     The Company has not experienced material unfavorable effects on its
results of operations due to currency exchange fluctuations with any
foreign suppliers or material unfavorable effects upon its results of
operations as a result of domestic inflation.

                                   19
<PAGE>
Plant, Equipment and Employees
------------------------------

     As of this time, the Company does not expect to make any purchases
of significant plant, facilities or equipment and does not foresee a
significant change in the number of employees.


PART II

ITEM 1.  LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings which management
believes are not routine and incidental to its business or which are
material.  The Company may in the future be a party to legal proceedings.
See Note 3 to Unaudited Consolidated Financial Statements of this Form
10-QSB for a discussion of certain potential disputes.

     In September 2000, Rex Lewis, O.B. Parrish, Kimberlie Cerrone,
Wellington Ewen and Pamela Kapustay, each a current or former officer
and/or director of the Company, were served with a Complaint filed in
August 2000 in the Superior Court of California for Los Angeles County
(Case No. BC 235312).  The Company was not named as a defendant.

     The Complaint alleges causes of action against the defendants for
libel and slander, intentional infliction of emotional distress,
interference with contract, and unfair business practices.  It seeks
compensatory damages in the amount of $20 million and punitive damages
and injunctive relief.

     The allegations of the Complaint involve acts relating to: (1) the
Company's cancellation in November 1999, of a Management Agreement with
plaintiff WCCS, and (2) the cancellation and rescission of a technology
licensing agreement by co-defendant CytoDyn.  The Complaint alleges that
certain Company officers and directors (as well as officers and directors
of CytoDyn) made libelous and slanderous statements about the background
and competency of certain plaintiffs, who are officers and shareholders
of WCCS.  It alleges that these statements caused the Company to cancel
its Management Agreement with WCCS and CytoDyn to cancel its technology
licensing agreement with plaintiff Three R.

     The Company and the defendants have retained counsel to defend Mr.
Lewis, Mr. Parrish, Ms. Cerrone and Ms. Kapustay, and will indemnify them
for fees and expenses incurred in their defense.  The Company has also
requested coverage for the acts alleged in the Complaint from two
insurance companies under two different policies.

     The Company has been informed that the defendants intend to
vigorously contest the allegations of the Complaint.  To the extent that
the costs of the defense and any damages resulting from the Action are
not covered by insurance and the Company is required to pay such amounts,
the Company's financial condition could be materially adversely affected.
The matter has been ordered to arbitration which has not yet commenced.

                                   20
<PAGE>
     In June 2001, the Company received notice of a claim from CytoDyn
and Allen that, pursuant to the Conditional License Agreement among them,
the Company has breached an alleged obligation under the Conditional
License Agreement to allow them to inspect the Company's manufacturing
processes.  In June 2002, the Company received a claim from CytoDyn and
Allen asserting that:  (1)  Amerimmune no longer has rights to the
technology pursuant to the Patent and Trademark License Agreement with
Three R;  (2)  the only rights Amerimmune has to the technology result
from the Conditional License Agreement;  and (3)  Amerimmune has breached
the Conditional License Agreement by failing to pay for the costs of
patent applications in Europe and by not allowing Mr. Allen to inspect
Amerimmune's manufacturing processes.  The Company has disputed CytoDyn's
and Mr. Allen's allegation that it has no rights to the technology from
the Patent and Trademark License agreement with Three R, Mr. Allen's
alleged inspection rights and his allegations regarding the consequences
of the Company's decision not to pursue or pay the costs of certain
European patent applications.  In the event that Mr. Allen and CytoDyn
are successful in any efforts to terminate the Conditional License
Agreement, the License Agreement, with Three R and/or any other rights of
the Company to utilize the technology that is the subject of such
agreement, the Company's business, financial position and prospects would
be materially and adversely affected.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits
       --------

2.1    Agreement and Plan of Merger, dated February 17, 1999, by and
       among Versailles Capital Corporation, Amerimmune, Inc. and
       British Lion Medical, Inc. (2)

3.1    Amended and Restated Articles of Incorporation.(1)

3.2    Amended and Restated By-Laws.(1)

3.3    Articles of Merger, as filed with the Colorado Secretary of State
       on February 23, 1999.(2)

3.4    Articles of Amendment to the Articles of Incorporation.(3)

10.1   Patent and Trademark License Agreement between British Lion
       Medical, Inc. and Three R Associates, Inc., dated October 24,
       1998.(2)

10.2   Termination, Sale and Shareholder Agreement by and among Three R
       Associates, Inc., Allen D. Allen and CytoDyn( of New Mexico,
       Inc., dated August 1, 1998. (2)

10.3   Management Agreement between British Lion Medical, Inc. and WCCS,
       Inc., dated October 24, 1998. (2)

10.4   Subscription, Share Restriction and Proxy Agreement between
       British Lion Medical, Inc. and Allen D. Allen, dated October 23,
       1998. (2)

                                   21
<PAGE>
10.5   Versailles Capital Corporation 1998 Omnibus Stock Incentive Plan
       as amended and restated through February 23, 1999.(4)

10.6   Conditional License Agreement between Allen D. Allen, CytoDyn of
       New Mexico, Inc. and Amerimmune, Inc., dated February 24,
       2000.(5)

10.7   Warrant Purchase Agreement between Amerimmune Pharmaceuticals,
       Inc. and Maya LLC (a limited liability company of which Rex H.
       Lewis, the Company's president and chief executive officer, is
       the manager), dated July 13, 2001.(6)

10.8   Exchange Agreement and Warrant to Purchase Shares of Common Stock
       between Amerimmune Pharmaceuticals, Inc. and Rex H. Lewis dated
       November 15, 2001.(7)

10.9   Greenery Executive Suites Lease between Amerimmune
       Pharmaceuticals, Inc. and Greenery Executive Suites dated January
       30, 2002.

16.0   Letter on change in certifying accountant. (8)

99.1   Promissory Note between Amerimmune Pharmaceuticals, Inc. and Maya
       LLC dated June 1, 2002.

99.2   Form of Certification for Rex Lewis, Chief Executive Officer of
       Amerimmune Pharmaceuticals, Inc.

99.3   Form of Certification for Kenneth Collins, Chief Financial Officer
       of Amerimmune Pharmaceuticals, Inc.

-------------------------------------------------------------------------
(1) Incorporated by reference to the Registrant's Registration Statement
    on Form 10-SB, Registration No. 0-22865, as filed with the
    Commission on July 22, 1997, and amended on Form 10-SB/A-1, filed
    with the Commission on February 25, 1998.

(2) Incorporated by reference from the like numbered exhibits filed with
    the Registrant's Current Report on Form 8-K, as amended, dated March
    10, 1999.

(3) Incorporated by reference from the Registrant's September 30, 1999
    Form 10-QSB, dated November 12, 1999.

(4) Incorporated by reference from the Registrant's March 31, 1999 Form
    10-KSB.

(5) Incorporated by reference from the Registrant's March 31, 2000 Form
    10-KSB.

(6) Incorporated by reference from the Registrant's June 30, 2001 Form
    10-QSB.

(7) Incorporated by reference from the Registrant's December 31, 2001
    Form 10-QSB.

(8) Incorporated by reference from the like numbered exhibit filed with
    the Registrant's Current Report on Form 8-K, dated March 29, 1999.

                                   22
<PAGE>
(b) Reports on Form 8-K
    -------------------

    During the three months ended June 30, 2002, the Company filed no
    Current Reports on Form 8-K.



                               SIGNATURES
                               ----------

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



                              AMERIMMUNE PHARMACEUTICALS, INC.


Signatures                       Title                 Date
----------                       -----                 ----

                         Chairman of the Board
/s/ O.B Parrish          and Director                  August 13, 2002
---------------
O.B Parrish

/s/ Kenneth M. Collins   Chief Financial Officer       August 13, 2002
----------------------
Kenneth M. Collins









                                   23