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, 2001

[   ]  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.)

    21550 Oxnard Street, Suite 830 * Woodland Hills, California 91367
--------------------------------------------------------------------------
                (Address of Principal Executive Offices)

                              (818)676-0404
--------------------------------------------------------------------------
            (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 31, 2001,
43,042,856 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, 2001 and
June 30, 2001 (unaudited). . . . . . . . . . . . . . . . . . . . . . . .2

Consolidated Statements of Operations - for the Three Months
Ended June 30, 2000 and 2001 and cumulative amounts from
inception through June 30, 2001 (unaudited). . . . . . . . . . . . . . .3

Consolidated Statements of Cash Flows - for the Three Months
Ended June 30, 2000 and 2001 and cumulative amounts from
inception through June 30, 2001 (unaudited). . . . . . . . . . . . . . .4

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

Item 2. Management's Discussion and Analysis or Plan of  Operation . . 15

PART II                     OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 18

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 19

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21



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


                                 ASSETS

<TABLE>
<CAPTION>
                                                    MARCH 31, 2001      JUNE 30, 2001
CURRENT ASSETS                                        (AUDITED)          (UNAUDITED)
                                                    --------------      -------------
<S>                                                  <C>                 <C>
  Cash and cash equivalents                          $    215,810        $     19,424
  Other current assets                                     18,728              16,223
                                                     ------------        ------------

          TOTAL CURRENT ASSETS                            234,538              35,647
                                                     ------------        ------------

PROPERTY AND EQUIPMENT, NET                                12,089               9,105
                                                     ------------        ------------

OTHER ASSETS
  Deposits                                                  3,040               3,040
                                                     ------------        ------------

          TOTAL ASSETS                               $    249,667        $     47,792
                                                     ============        ============


            LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
  Accounts payable                                   $     16,860        $     12,732
  Accrued liabilities                                     249,946             294,946
                                                     ------------        ------------

          TOTAL CURRENT LIABILITIES                       266,806             307,678
                                                     ------------        ------------

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY (DEFICIENCY)
  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, 43,042,856 shares issued
    and outstanding in both years                       2,152,143           2,152,143
  Additional paid-in-capital                            3,094,099           3,094,099
  Note receivable from affiliate, net                     (54,048)            (44,993)
  Deficit accumulated during the development stage     (5,209,333)         (5,461,135)
                                                     ------------        ------------

          TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY)         (17,139)           (259,886)
                                                     ------------        ------------
          TOTAL LIABILITIES AND SHAREHOLDERS'
           EQUITY (DEFICIENCY)                       $    249,667        $     47,792
                                                     ============        ============

</TABLE>

See accompanying notes

                                    2
<PAGE>
                     AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 2001
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2001
                               (unaudited)



<TABLE>
<CAPTION>
                                          THREE MONTHS       THREE MONTHS       CUMULATIVE
                                             ENDED              ENDED          AMOUNTS FROM
                                         JUNE 30, 2000      JUNE 30, 2001       INCEPTION
                                         -------------      -------------       ---------
<S>                                      <C>                <C>               <C>
COSTS AND EXPENSES
  Research and development               $    119,075       $     62,763      $  1,722,671
  General and administrative                  169,766            192,324         3,872,133
                                         ------------       ------------      ------------

          OPERATING LOSS                     (288,841)          (255,087)       (5,594,804)


OTHER INCOME (EXPENSE)
  Interest income                              14,967              5,819           156,080
  Interest expense                               (889)              (934)          (16,811)
                                         ------------       ------------      ------------

                                               14,078              4,885           139,269
                                         ------------       ------------      ------------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                           (274,763)          (250,202)       (5,455,535)

PROVISION FOR INCOME TAXES                      1,600              1,600             5,600
                                         ------------       ------------      ------------

NET LOSS                                 $   (276,363)      $   (251,802)     $ (5,461,135)
                                         ============       ============      ============

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

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

See accompanying notes

                                    3
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 2001
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2001
                               (unaudited)



<TABLE>
<CAPTION>
                                          THREE MONTHS       THREE MONTHS       CUMULATIVE
                                             ENDED              ENDED          AMOUNTS FROM
                                         JUNE 30, 2000      JUNE 30, 2001       INCEPTION
                                         -------------      -------------       ---------
<S>                                      <C>                <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                               $   (276,363)      $   (251,802)     $ (5,461,135)

ADJUSTMENTS TO RECONCILE NET LOSS
 TO NET CASH USED BY OPERATING ACTIVITIES
  Noncash transactions:
  Depreciation and amortization                 2,945              2,984            26,436
  Reserve for note receivable from affiliate        -             13,300           128,900
  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
  Changes in assets and liabilities:
   Other current assets                         9,894              2,505           (16,223)
   Deposits                                         -                  -            (3,040)
   Accounts payable and accrued expenses      (31,736)            40,872           307,678
                                         ------------       ------------      ------------
  Total adjustments                           (18,897)            59,661         2,336,041
                                         ------------       ------------      ------------
     NET CASH USED BY OPERATING ACTIVITIES   (295,260)          (192,141)       (3,125,094)
                                         ------------       ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Sales of marketable securities              618,360                  -                 -
  Purchases of property and equipment               -                  -           (35,541)
  Loan to an affiliate                         (3,033)            (4,245)         (173,893)
                                         ------------       ------------      ------------
     NET CASH PROVIDED BY (USED IN)
       INVESTING ACTIVITIES                   615,327             (4,245)         (209,434)
                                         ------------       ------------      ------------
</TABLE>

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, 2000 AND 2001
     AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
                          THROUGH JUNE 30, 2001
                               (unaudited)


<TABLE>
<CAPTION>
                                          THREE MONTHS       THREE MONTHS       CUMULATIVE
                                             ENDED              ENDED          AMOUNTS FROM
                                         JUNE 30, 2000      JUNE 30, 2001       INCEPTION
                                         -------------      -------------       ---------
<S>                                      <C>                <C>               <C>



CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from sale of common stock            -                  -         3,353,952
                                         ------------       ------------      ------------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                             320,067           (196,386)           19,424
                                         ------------       ------------      ------------

CASH AND CASH EQUIVALENTS,
 Beginning of Period                          522,649            215,810                 -
                                         ------------       ------------      ------------
CASH AND CASH EQUIVALENTS,
 Ending of Period                        $    842,716       $     19,424      $     19,424
                                         ============       ============      ============
</TABLE>

See accompanyng notes









                                    5
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                              JUNE 30, 2001

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>
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 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 interim financial
statements presented in this report.  Accordingly, they do not include all
of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
In the opinion of management, the financial statements reflect all
adjustments considered necessary for a fair presentation.  The results of
operations for the three months ended June 30, 2001 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, 2001 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,
2001. 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 Cytolin(R).  The Company believes that additional funds will be needed
to fund operations after October 31, 2001.  The Company has established
plans designed to increase the capitalization of the Company and is
actively 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 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.

                                    7
<PAGE>
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 principally of cash and cash
equivalents. At June 30, 2001, 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.

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 period ended 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.

                                    8
<PAGE>
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 and cash equivalents is assumed to be fair
value because of the liquidity of these instruments.  Accounts payable and
accrued expenses approximate fair value because of the short maturity of
these instruments.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States 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

Allen D. Allen ("Allen") is the present owner of all United States patent
and foreign patent rights to the technology and know-how under the product
Cytolin(R) ("the "Technology").  In 1994, Allen granted CytoDyn of New
Mexico, Inc. ("CytoDyn"), of which Allen owns 100% 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,

                                    9
<PAGE>
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 that the Purchase Agreement 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
discussed below, with Allen and CytoDyn, which is designed to preserve the
Company's rights to the technology in the event that the technology
reverted to or was acquired by Allen and CytoDyn.

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 Purchase Agreement may have been assigned to Allen and
CytoDyn.

CONSULTING AGREEMENT - RESEARCH AND DEVELOPMENT

In August 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 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.

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
became 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.

                                   10
<PAGE>
In May 2001, 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 discussed below,
the Company is obligated to pay Allen and CytoDyn as successor Licensor
pursuant to the terms of the License Agreement.

During fiscal 1999, the Company accrued research and development expenses
of $166,000 in connection with the minimum payments due to Allen through
February 23, 2001.  The payments were discounted to their fair value of
$166,000 by applying an imputed interest rate of 8% to future cash
outflows.  As of June 30, 2001, all of the minimum payments had been made
to Allen.

CONDITIONAL LICENSE AGREEMENT

In September 1999, Allen and CytoDyn delivered written notice to the
Company that they believed that the Purchase Agreement 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 Purchase Agreement and the License Agreement, in the event that
Three R's rights to such technology reverted to or was 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
by Allen to the Company as treasury stock.

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, 2001 and March 31, 2001, the
note receivable of $150,000, which is collateralized by shares of the
Company's stock, plus accrued interest of $23,893 at June 30, 2001 and
$19,648 at March 31, 2001, was classified as a reduction of shareholders'
equity.  At June 30, 2001 and March 31, 2001, the Company reserved $128,900
and $115,600 respectively, against the note receivable and accrued interest
to reflect the fair market value of the collateral shares of the Company's
stock.

In May 2001, the dispute between Allen, CytoDyn and Three R was settled The
Company is currently evaluating the terms of such settlement. As a result
of the settlement, all of Three R's rights, title, and interest in, to and
under the License Agreement and the Purchase 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.

The Company has received a claim from CytoDyn and Allen that, pursuant to
the

                                   11
<PAGE>
Conditional License Agreement among them, the Company owes CytoDyn and
Allen approximately $150,000 for legal fees allegedly incurred by CytoDyn
and Allen in connection with disputes with Three R.  The Company has
disputed this claim alleging that the Conditional License Agreement only
covers the "incremental cost" of CytoDyn and Allen in trying to recover
certain Company stock (which, under the Agreement, CytoDyn and Allen are
obligated to surrender to the Company), that this should be a small amount,
and that CytoDyn and Allen have failed to live up to their obligation to
surrender the stock in question.  CytoDyn and Allen have also claimed that
the Company has breached an alleged obligation under the Conditional
License Agreement to allow him to inspect the Company's manufacturing
processes.  The Company has disputed Allen's alleged inspection rights.  In
the event that 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 possible remedies to collect all
amounts paid to WCCS in conjunction with this agreement.

In September 2000, five current or former officers and/or directors of the
Company were served with a Complaint ("the Complaint") filed by WCCS, one
of the plaintiffs, in the Superior Court of California ("the Action").  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 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 the claims

                                   12
<PAGE>
among them.  See Conditional License Agreement section above.

The Company and the defendants have retained counsel to defend the five
defendants, and the Company will indemnify the defendants for fees and
expenses incurred in their defense.  The Company has received coverage for
the acts alleged in the Complaint from its insurance company under a
general liability policy.

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.


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 possible remedies to collect all amounts
paid to WCCS in conjunction with this agreement.  See Note 3 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, 2001,
the Company paid consulting fees of $82,300 to Allen for providing
scientific expertise regarding the development of Cytolin(R), $215,625
pursuant to the Patent and Trademark License Agreement, and $30,000 in
consulting fees in connection with the Phase I Testing of Cytolin(R).  As
of June 30, 2001, $3,500 of such fees were included in accounts payable.

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.

Since inception through January 31, 1999, the Company used part of an
office facility and administrative services provided by WCCS at no cost.
On February 1, 1999, the Company entered into a long-term non-cancellable
operating lease agreement with an unrelated party.

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 bore interest at a
rate of 8% per annum and were due, together with accrued

                                   13
<PAGE>
interest, on or before February 23, 2001.  If the loans and accrued
interest were not paid by February 23, 2001, the loans plus accrued
interest bear interest at a rate of 10% per annum going forward.  The loans
are secured by 450,000 shares of Company common stock, which are owned by
CytoDyn.  The loans were not paid on February 23, 2001 and CytoDyn has
indicated that it would return the 450,000 shares.  Accordingly, at June
30, 2001 and March 31, 2001, the Company reserved $128,900 and $115,600
respectively, against the note receivable and accrued interest to reflect
the fair market value of the collateral shares of the Company's stock.


5.  SUBSEQUENT EVENT

In July 2001, the Company entered into a Warrant Purchase Agreement
("Warrant Agreement") with Maya LLC, 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 LLC will purchase an
initial Warrant for $125,000 and will 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 shall
have an exercise price of $.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 not yet been determined and is
being calculated using a valuation prepared by an independent valuation
consultant









                                   14
<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, 2001.  The Company
is 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).
The Company believes that Cytolin(R) may be an important drug 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 Cytolin(R).  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

                                   15
<PAGE>
began a second private placement of common stock to accredited investors,
which was completed on February 22, 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.  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 FDA approval process for Cytolin(R).  The Company
believes that additional funds will be needed to fund operations after
October 31, 2001.  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, 2001, the Company incurred $62,763
in research and development expenses, $192,324 in general and
administrative expenses 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.

     For the three months ended June 30, 2000, the Company incurred
$119,075 in research and development expenses, $169,766 in general and
administrative expenses and earned $12,478 in interest income net of taxes
and interest expense, resulting in a net loss of $276,363.  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, 2001, the Company
incurred $1,722,671 in research and development expenses, $3,872,133 in
general and administrative expenses and earned $133,669 in interest income
net of taxes and other expenses, resulting in a net loss of $5,461,135
(which included significant non-cash, general and administrative expenses
aggregating $1,498,500 related primarily to issuance of securities in
exchange for services for the period ended March 31, 1999).  The expenses
incurred during inception to June 30, 2001 relate primarily to the
commencement of business operations, the acquisition of a license,
fundraising activities and merger expenses.

     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.

                                   16
<PAGE>
Capital Resources and Liquidity
-------------------------------

     From the commencement of operations of April 10, 1998 to June 30,
2001, the Company had no operating revenues and incurred net losses of
$5,461,135.  At June 30, 2001, the Company had negative working capital of
$272,031.  The Company requires significant capital to conduct the research
and development and preclinical and clinical testing of Cytolin(R) that is
necessary in order to complete the FDA approval process.  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 October 31, 2001.  There can be no assurance 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.

     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, knowledge and background technology owned by Three R
relating to the product, Cytolin(R).  In addition, the License Agreement
granted the Company a sublicense to the trademark Cytolin(R).  The License
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 License Agreement, and the
Company also agreed to assume Three R's obligations to pay Mr. 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.  In May 2001, Mr. Allen and CytoDyn NM may
have been assigned all of Three R's rights, title, and interest in, to and
under the License Agreement pursuant to a settlement agreement among Mr.
Allen, CytoDyn NM and Three R.  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 Mr. Allen, with one year's notice.
At June 30, 2001, all of the minimum payments had been made to Mr. Allen.

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.

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.

                                   17
<PAGE>
PART II

ITEM 1.  LEGAL PROCEEDINGS

     Except as described below, 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 contained in Item 1. of Part I 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.  In May 2001, Three R, WCCS,
Mr. Allen and CytoDyn NM settled the claims among them.  See Note 3 to
Unaudited Consolidated Financial Statements contained in Item 1. of Part I
of this Form 10-QSB.

     The Company and the defendants have retained counsel to defend the
five defendants, and the Company will indemnify the defendants for fees and
expenses incurred in their defense.  The Company has received coverage for
the acts alleged in the Complaint from its insurance company under a
general liability policy.

     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 Company has received a claim from CytoDyn NM and Mr. Allen that,
pursuant to the Conditional License Agreement among them, the Company owes
CytoDyn NM and Mr. Allen approximately $150,000 for legal fees allegedly
incurred by CytoDyn NM and Mr. Allen in connection with disputes with Three
R.  The Company has disputed this claim alleging that the Conditional
License Agreement only covers the "incremental cost"

                                   18
<PAGE>
of CytoDyn NM and Mr. Allen in trying to recover certain Company stock
(which, under the Agreement, CytoDyn NM and Mr. Allen are obligated to
surrender to the Company), that this should be a small amount, and that
CytoDyn NM and Mr. Allen have failed to live up to their obligation to
surrender the stock in question.  CytoDyn NM and Mr. Allen have also
claimed that the Company has breached an alleged obligation under the
Conditional License Agreement to allow him to inspect the Company's
manufacturing processes.  The Company has disputed Mr. Allen's alleged
inspection rights.  In the event that Mr. Allen and CytoDyn NM 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(R) 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)

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)

                                   19
<PAGE>
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.

16.0        Letter on change in certifying accountant. (6)


__________________________________________________________________________
(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 like numbered exhibit filed with
     the Registrant's Current Report on Form 8-K, dated March 29, 1999.

(b) Reports on Form 8-K
    -------------------

     During the three months ended June 30, 2001, the Company filed no
     Current Reports on Form 8-K.









                                   20
<PAGE>
                               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 10, 2001
-------------------------
O.B. Parrish


/s/ Deborah Garrett Kalof     Chief Financial Officer   August 10, 2001
-------------------------
Deborah Garrett Kalof, M.B.A., C.P.A.









                                   21