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:  December 31, 1999

[   ]  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 JANUARY 31,
2000, 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 Sheet - March 31, 1999 and December 31, 1999
(unaudited)  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Consolidated Statement of Operations - For the Three Months Ended
December 31, 1998 and 1999 (unaudited) . . . . . . . . . . . . . . . . .3

Consolidated Statement of Operations - For the Nine Months Ended
December 31, 1998 and 1999 and Cumulative Amounts from Inception
(April 10, 1998) through December 31, 1999 (unaudited) . . . . . . . . .4

Consolidated Statement of Changes in Shareholders' Equity - For the
Period from Inception (April 10, 1998) through
December 31, 1999 (unaudited). . . . . . . . . . . . . . . . . . . . . .5

Consolidated Statement of Cash Flows - For the Nine Months Ended
December 31, 1998 and 1999 and Cumulative Amounts from Inception
(April 10, 1998) through December 31, 1999 (unaudited) . . . . . . . . .6

Notes to Unaudited Consolidated Financial Statements . . . . . . . . . .7

Item 2. Management's Discussion and Analysis and Plan of Operation . . 19

PART II                     OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 23

Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . . . 23

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 24

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25



<PAGE>
PART I

Item 1. Financial Statements

                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                       CONSOLIDATED BALANCE SHEET
                   MARCH 31, 1999 and DECEMBER 31, 1999
                               (unaudited)


                                 ASSETS

<TABLE>
<CAPTION>
CURRENT ASSETS                                                        March 31, 1999 December 31, 1999
                                                                      -------------- -----------------
<S>                                                                   <C>            <C>
  Cash and cash equivalents                                           $  2,614,523   $    484,415
  Marketable securities                                                          -      1,016,819
  Advances to an affiliate                                                  46,581              -
  Current portion of prepaid management fees - affiliated corporation       73,125         -
  Other current assets                                                      20,275          2,830
                                                                      ------------   ------------

         TOTAL CURRENT ASSETS                                            2,754,504      1,504,064
                                                                      ------------   ------------

PROPERTY AND EQUIPMENT, NET                                                 30,633         26,420
                                                                      ------------   ------------

OTHER ASSETS
  Prepaid management fees - affiliated corporation                         140,156              -
  Loan receivable from an affiliate                                              -        100,000
  Deposits                                                                   3,040          3,040
                                                                      ------------   ------------
                                                                           143,196        103,040
                                                                      ------------   ------------

         TOTAL ASSETS                                                 $  2,928,333   $  1,633,524
                                                                      ============   ============


                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                    $    114,597   $     52,917
  Accrued liabilities                                                      143,941         90,497
                                                                      ------------   ------------

         TOTAL CURRENT LIABILITIES                                         258,538        143,414
                                                                      ------------   ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

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,
    43,042,856 shares issued and outstanding                             4,852,452      4,905,852
  Deficit accumulated during the development stage                      (2,182,657)    (3,415,742)
                                                                      ------------   ------------

         TOTAL SHAREHOLDERS' EQUITY                                      2,669,795      1,490,110
                                                                      ------------   ------------
         TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $  2,928,333   $  1,633,524
                                                                      ============   ============

</TABLE>

See accompanying notes
                                    2
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENT OF OPERATIONS
          FOR THE THREE MONTHS ENDED DECEMBER 31, 1998 AND 1999
                               (unaudited)

<TABLE>
<CAPTION>
                                                                      Three Months      Three Months
                                                                         Ended             Ended
                                                                   December 31, 1998 December 31, 1999
COSTS AND EXPENSE                                                  ----------------- -----------------

<S>                                                                   <C>            <C>
  Research and development                                            $    268,284   $    138,919
  General and administrative                                               969,270        252,771
                                                                      ------------   ------------


         OPERATING LOSS                                                 (1,237,554)      (391,690)



OTHER INCOME (EXPENSE)

  Interest income                                                              629         21,525
  Interest expense                                                               -         (2,700)
                                                                      ------------   ------------


                                                                               629         18,825
                                                                      ------------   ------------


LOSS BEFORE PROVISION

  FOR INCOME TAXES                                                      (1,236,925)      (372,865)


PROVISION FOR INCOME TAXES                                                       -              -
                                                                      ------------   ------------

NET LOSS                                                              $ (1,236,925)  $   (372,865)
                                                                      ============   ============

NET LOSS PER COMMON SHARE - BASIC AND DILUTED                         $      (0.04)  $      (0.01)
                                                                      ============   ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING - BASIC AND DILUTED                                       30,148,810     43,042,856
                                                                      ============   ============
</TABLE>






See accompanying notes
                                    3
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENT OF OPERATIONS
 FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1999 AND FOR THE PERIOD
      FROM APRIL 10, 1998 (Date of Inception) TO DECEMBER 31, 1999
                               (unaudited)

<TABLE>
<CAPTION>
                                            Period          Nine Months      Cumulative
                                             Ended             Ended        Amounts From
COSTS AND EXPENSES                     December 31, 1998 December 31, 1999   Inception
                                       ----------------- -----------------   ---------
<S>                                      <C>              <C>              <C>
  Research and development               $    286,809     $    672,359     $  1,094,652
  General and administrative                  975,458          618,920        2,388,231
                                         ------------     ------------     ------------

         OPERATING LOSS                    (1,262,267)      (1,291,279)      (3,482,883)

OTHER INCOME (EXPENSE)

  Interest income                                 629           64,475           74,663
  Interest expense                                  -           (5,481)          (5,922)
                                         ------------     ------------     ------------

                                                  629           58,994           68,741
                                         ------------     ------------     ------------

LOSS BEFORE PROVISION
  FOR INCOME TAXES                         (1,261,638)      (1,232,285)      (3,414,142)

PROVISION FOR INCOME TAXES                        800              800            1,600
                                         ------------     ------------     ------------

NET LOSS                                 $ (1,262,438)    $ (1,233,085)    $ (3,415,742)
                                         ============     ============     ============

NET LOSS PER COMMON SHARE - BASIC AND
  DILUTED                                $      (0.05)    $      (0.03)    $      (0.10)
                                         ============     ============     ============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING - BASIC AND DILUTED          24,787,881       43,042,856       34,604,062
                                         ============     ============     ============
</TABLE>





See accompanying notes
                                    4
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
        CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
         FOR THE PERIOD FROM APRIL 10, 1998 (Date of Inception)
                          TO DECEMBER 31, 1999
                               (unaudited)

<TABLE>
<CAPTION>
                                                                          DEFICIT
                                                  COMMON STOCK          ACCUMULATED
                                                  ------------           DURING THE
                                              NUMBER                    DEVELOPMENT
                                             OF SHARES       AMOUNT        STAGE          TOTAL
                                             ---------       ------        -----          -----
<S>                                         <C>           <C>           <C>            <C>
Issuance of common stock to founders on
  October 24, 1998 at $0.001 per share       24,077,174   $     3,650   $         -    $     3,650
Fair value of stock and an option issued
  on October 24, 1998 in exchange for
  services and trademark rights               7,704,696       814,000             -        814,000
Fair value of stock issued to prospective
  officers on October 24, 1998                  677,728       142,500             -        142,500
Issuance of common stock in a private
  placement in November and December
  1998 at $0.21 per share                     1,426,790       300,000             -        300,000
Fair value of stock and an option
  transferred by a principal stockholder
  on February 16, 1999 in exchange for
  services                                           -        452,000             -        452,000
Issuance of common stock in a private
  placement in February 1999 at $0.42 per
  share                                       7,872,352     3,050,302             -      3,050,302
Fair value of stock transferred to a
  prospective officer by a principal
  stockholder on February 23, 1999                   -         90,000             -         90,000
Merger of Versailles Capital Corporation      1,284,116            -              -             -
Net loss for the period from inception
  (April 10, 1998) through March 31, 1999            -             -      (2,182,657)   (2,182,657)
                                            -----------   -----------    -----------   -----------

Balance, March 31, 1999                      43,042,856   $ 4,852,452    $(2,182,657)  $ 2,669,795

Modification of stock options                        -         53,400             -         53,400

Net loss for the nine months ended
 December 31, 1999                                   -             -      (1,233,085)   (1,233,085)
                                            -----------   -----------    -----------   -----------
Balance at December 31, 1999                 43,042,856   $ 4,905,852    $(3,415,742)  $ 1,490,110
                                            ===========   ===========    ===========   ===========
</TABLE>





                                    5
See accompanying notes
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR THE NINE MONTHS ENDED DECEMBER 31, 1998 AND 1999 AND FOR THE PERIOD
      FROM APRIL 10, 1998 (Date of Inception) TO DECEMBER 31, 1999
                               (unaudited)


<TABLE>
<CAPTION>
                                                              Period           Nine Months      Cumulative
                                                               Ended              Ended        Amounts From
CASH FLOWS FROM OPERATING ACTIVITIES                     December 31, 1998  December 31, 1999   Inception
                                                         -----------------  -----------------   ---------
<S>                                                         <C>              <C>              <C>
  Net loss                                                  $ (1,262,438)    $ (1,233,085)    $ (3,415,742)
                                                            ------------     ------------     ------------

ADJUSTMENTS TO RECONCILE NET LOSS
 TO NET CASH USED BY OPERATING ACTIVITIES
  Noncash transactions:
  Depreciation and amortization                                        -            8,655            8,655
  Fair value of stock and an option issued in exchange for
         services and trademark rights                           814,000                -          814,000
  Fair value of stock issued to prospective officers             142,500                -          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
  Modification of stock options                                        -           53,400           53,400
  Changes in assets and liabilities:
    Advances from/to affiliates                                   94,869           46,581                -
    Other current assets                                               -           17,445           (2,830)
    Prepaid management fees                                     (219,375)         213,281                -
    Deposits                                                     (55,207)               -           (3,040)
    Accounts payable and accrued expenses                        186,011         (115,124)         143,414
                                                            ------------     ------------     ------------
  Total adjustments                                              962,798          224,238        1,698,099
                                                            ------------     ------------     ------------

         NET CASH USED BY OPERATING ACTIVITIES                  (299,640)      (1,008,847)      (1,717,643)
                                                            ------------     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of marketable securities                                    -       (1,016,819)      (1,016,819)
  Purchases of property and equipment                                  -           (4,442)         (35,075)
  Loan to an affiliate                                                 -         (100,000)        (100,000)
                                                            ------------     ------------     ------------
                                                                       -       (1,121,261)      (1,151,894)
                                                            ------------     ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from sale of common stock                         303,650                -        3,353,952
                                                            ------------     ------------     ------------

NET INCREASE/DECREASE IN CASH AND
 CASH EQUIVALENTS                                                  4,010       (2,130,108)         484,415
                                                            ------------     ------------     ------------

CASH AND CASH EQUIVALENTS, Beginning Balance                           -        2,614,523                -
                                                            ------------     ------------     ------------
CASH AND CASH EQUIVALENTS, Ending Balance                   $      4,010     $    484,415     $    484,415
                                                            ============     ============     ============
</TABLE>

                                    6
  See accompanying notes
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                            DECEMBER 31, 1999

1.   BUSINESS AND BASIS OF PRESENTATION

BUSINESS AND ORGANIZATION

Versailles Capital Corporation, a Colorado Corporation, ("Versailles" or
the "Company") was incorporated on December 31, 1986.  From 1991 through
February 22, 1999, Versailles 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, Versailles, British Lion and Amerimmune, Inc.
("Amerimmune"), a newly organized, wholly owned subsidiary of Versailles,
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 Versailles' $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 Versailles and Versailles acquired all of
the issued and outstanding shares of British Lion through a merger of
British Lion with and into Amerimmune, with Amerimmune as the surviving
legal entity (the "Transaction").  Prior to the Transaction, Versailles 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 Versailles'
common stock.

For financial reporting purposes, the Transaction has been accounted for as
a reverse acquisition whereby British Lion is deemed to have acquired
Versailles.  Since this was a reverse acquisition, the legal acquiror,
Versailles, 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, Amerimmune succeeded to the
business of British Lion and became engaged in the pharmaceutical research
business with the primary purpose of  developing Cytolin(R).  Versailles
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 Versailles common stock under the same
terms and conditions.

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.

                                    7
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

BASIS OF PRESENTATION AND MANAGEMENT PLAN

The accompanying consolidated financial statements of Amerimmune
Pharmaceuticals, Inc. and its subsidiary have been prepared in accordance
with generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-QSB.  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 generally accepted accounting
principles 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 nine
months ended December 31, 1999 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, 1999 as filed
with the Securities and Exchange Commission.  All significant intercompany
balances and transactions have been eliminated in consolidation.

Amerimmune Pharmaceuticals, Inc. (hereinafter the term "Amerimmune
Pharmaceuticals" or 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 December 31, 1999.  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, 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 $.42 per share) and
paid cash offering expenses of $159,698.  Net cash proceeds from the
private placement aggregated $3,050,302.  The Company believes that the
funds received in these private placements will enable it to satisfy its
cash requirements without the need to raise additional funds before May 31,
2000. The Company has begun screening procedures and patient accrual in
anticipation of commencing a tolerability, pharmacokinetics and dose-ranging
study for Cytolin(R) now that a clinical protocol has been 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 manufacturing records to the FDA.

The Company estimates that it will require significant additional funding
over the next

                                    8
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

three years in order to continue operations and to successfully complete
the FDA approval process.  The Company believes that additional funds will
be needed to fund operations after June 1, 2000.  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.


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 December 31, 1999, 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 items 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.

INCOME TAXES

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."

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"
which requires the recognition of expense when the option price is less
than the fair value of the stock at the

                                    9
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

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").

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 the entire periods presented.

All outstanding stock options and warrants have been excluded from the
calculation of diluted loss per share, because such securities are
antidilutive.

COMPREHENSIVE INCOME

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income,"
("SFAS 130").  SFAS 130 establishes standards for the reporting and display
of comprehensive income and its components in a full set of general purpose
financial statements and is effective for fiscal years beginning after
December 15, 1997.  To date, the Company has not had any transactions that
are required to be reported in comprehensive income.

SEGMENT INFORMATION

In June 1997, the FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information" ("SFAS 131").  This statement establishes standards for the
way companies report information about operating segments in annual
financial statements.  It also establishes standards for related
disclosures about products and services, geographic areas and major
customers based on the provisions of SFAS 131. The Company has determined
that it does not have separately reportable operating segments.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and marketable securities is assumed to be fair
value

                                   10
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

because of the liquidity of these instruments.  Accounts payable and
accrued expenses and amounts due to affiliated corporations approximate
fair value because of the short maturity of these instruments.

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. COMMON STOCK

INITIAL ISSUANCE OF SHARES

During October 1998, the Company issued 24,077,174 shares of restricted
common stock (at $0.001 per share) to founders for cash in connection with
the execution of patent and license agreements.  Another 4,280,387 shares
were issued in exchange for rights to a trademark.  The shareholders who
were issued these shares have agreed not to sell any of their shares for a
period of two years from the date of issuance of the shares.

In addition, during October 1998, the Company issued 677,728 shares of
restricted common stock (at $0.001 per share) for cash to prospective
officers.  The shares of stock issued were recorded based upon a value of
$0.21 a share, the price of the shares subsequently sold in the initial
private placement.  In connection with these transactions, the Company
recorded a non-cash, general and administrative expense of $142,500.  These
shareholders agreed not to sell any of their shares for a period of two
years from the date of issuance of the shares.

INITIAL PRIVATE PLACEMENT

In November and December 1998, the Company sold 1,426,790 shares of its
stock, at approximately $0.21 per share for total proceeds of $300,000, to
certain accredited investors in an initial private placement ("Initial
Private Placement").

FEBRUARY 22, 1999 PRIVATE PLACEMENT

As described in Note 1, pursuant to the Merger Agreement, and as a
condition precedent to the Transaction, the Company successfully completed
a private placement of its common stock on February 22, 1999.  Through this
private placement, the Company raised net cash proceeds of $3,050,302
(gross proceeds of $3,210,000 less cash private placement expenses of
$159,698).  The Company also incurred non-cash expenses of $210,294 in
connection with this private placement.  In addition, the Company (i)
issued 238,988 shares of its restricted common stock with a fair value of
approximately $0.42 per share to an investor for assisting in this private
placement of the Company's common stock ($100,500) and (ii) issued 515,308
warrants at a price of $0.42 per share to a

                                   11
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

private placement agent as commissions (the fair value of these warrants
was estimated to be $109,794).

The Company entered into an agreement with a financial consulting firm,
Battersea Capital, Inc. ("Battersea"), to assist the Company in private
placements and finding an appropriate public company into which the Company
could merge.  In connection with Battersea's consulting agreement with the
Company, LMU & Company ("LMU") acquired the majority ownership of
Versailles prior to the Transaction and facilitated the merger of British
Lion with Versailles.  The Company paid LMU a finder's fee of $100,000 from
the proceeds of its second private placement in February 1999 for these
services.  Such amounts have been included in the accompanying statement of
operations as general and administrative expenses.

SHARES ISSUED FOR SERVICES

Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the assets or services received in
exchange for such shares.

In consideration for Battersea's services described above, the Company
issued 2,140,193 restricted shares of its stock to Battersea in October
1998 and granted Battersea an option to purchase an additional 1,426,794
shares of stock at a price of $0.42 per share for a five year period.  The
shares of stock issued were recorded at $450,000 based upon a value of
$0.21 a share, the price of the shares sold in the Initial Private
Placement.  The stock option granted was recorded at $94,000, approximately
$0.065 per share, using the Black-Scholes option pricing model.  In
connection with this transaction, the Company recorded a non-cash, general
and administrative expense of $544,000.  The shares issued and the shares
underlying the option are covered by certain registration rights.

In October 1998, the Company also issued 1,284,116 restricted shares to an
attorney in exchange for cash of $180 and legal services provided to the
Company.  The shares of stock issued were recorded based upon a value of
$0.21 a share, the price of the shares sold in the Initial Private
Placement.  In connection with this transaction, the Company recorded a
non-cash, general and administrative expense of $270,000.  This shareholder
has also agreed not to sell any shares for a period of two years.
In February 1999, a principal shareholder of the Company transferred
713,397 of its restricted shares of the Company's common stock to Battersea
upon the completion of the Transaction.  In addition, the same principal
shareholder granted Battersea an option to purchase 713,397 shares of the
Company's common stock at $0.42 per share from its own holdings.  The
shares of stock transferred were recorded at $300,000 based upon a value of
$0.42 per share, the price of the shares sold in the February 22, 1999
private placement.  The stock option granted was recorded at $152,000,
approximately $0.21 per share, using the Black-Scholes option pricing
model.  In connection with this transaction, the Company recorded a non-cash,
general and administrative expense of $452,000.

In February 1999, the same principal stockholder of the Company transferred
214,019 of its restricted shares of the Company's common stock to a
prospective officer of the Company upon completion of the Transaction.  The
shares of stock transferred were

                                   12
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

recorded at $90,000 based upon a value of $0.42 per share, the price of the
shares sold in the February 22, 1999 private placement.  In connection with
this transaction, the Company recorded a non-cash, general and
administrative expense of $90,000.


4. INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes."
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.

As a result of incurred net losses, no provision for income taxes was
recognized other than the state minimum taxes of $800.  The Company's
income tax expense (benefit) differs from income tax computed at the U.S.
federal statutory tax rate, because no income tax benefits were recorded
for its losses and certain expenses recorded for financial reporting
purposes are not deductible for income tax reporting purposes.

A reconciliation of the statutory federal income tax rate to the effective
tax rate, as a percentage of loss before income tax at March 31, 1999 is as
follows:

     Statutory federal income tax (benefit) rate                 (34) %
     Non-deductible expenses                                      23
     Valuation allowance                                          11
                                                                -------

                                                                   -  %
                                                                =======



The components of the Company's deferred tax assets at March 31, 1999 are
as follows:

       Deferred tax assets
         Net operating loss carryforward               $ 208,000
         Patent rights                                    66,000
         Valuation allowance                            (274,000)
                                                       ----------
       Net deferred tax assets                         $     -
                                                       ==========

Due to the uncertainty surrounding the timing of realizing the benefits of
its favorable tax attributes in future tax returns, the Company has placed
a valuation allowance against its otherwise recognizable deferred tax
assets.

At March 31, 1999, the Company had operating loss carryforwards available
to reduce future federal and state income of approximately $500,000, which
expire in 2019 for federal income tax purposes and 2007 for state income
tax purposes.

                                   13
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

5.  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).  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 officers and directors.

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 quarterly over a fifteen year period.  Payments to Allen commenced
subsequent to the Company's merger with Versailles, and the Company assumed
the obligation to Allen upon completion of the Transaction.  The obligation
to pay Allen will be terminated as of the date the consulting agreement
with Allen (described below) is terminated in the event the Company elects
to terminate such consulting agreement.  Accordingly, Allen is to be paid,
at a minimum, $180,000 in scheduled quarterly installments through February
23, 2001.  If the Company elects to terminate these payments to Allen after
the minimum amounts are paid, it would abandon the rights acquired through
the Purchase Agreement.

CONSULTING AGREEMENT - RESEARCH AND DEVELOPMENT

Allen also 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.
The Company can terminate the consulting agreement with one year's notice
beginning February 23, 2000, one year from the date of the Transaction.

PATENT AND TRADEMARK LICENSE AGREEMENT

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, 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 Agreement granted the Company a sublicense to the

                                   14
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

trademark name, Cytolin(R).  The Agreement was consummated simultaneously
with the Company's merger with Versailles.

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.  Allen and CytoDyn have informed the Company of their
intention to attempt to rescind the agreements between Three R and CytoDyn
and Allen and to seek cancellation of the shares in the Company issued to
Three R in connection with such agreements.  See "Other Contingencies" below.

During the period from inception (April 10, 1998) through December 31,
1999, the Company accrued and recorded 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.

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 affiliated with the Company and is wholly-
owned by three of the Company's officers and directors.  The agreement was
scheduled to expire on February 23, 2002.  The management agreement
provides 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 rescission of this agreement
based upon the Company's belief that WCCS made certain fraudulent
representations to the Company and breeched its performance under the agreement.

PLACEMENT AGENT AGREEMENT

On February 9, 1999, in connection with its second private placement, the
Company entered into an agreement with a nonexclusive agent to act on a
"best efforts basis" in the offer and sale of its common stock.  The
Company paid the agent commissions of 10% of the proceeds of its sales
($108,350) and issued to the agent warrants to purchase 20% of the total
number shares of common stock sold by the agent at an exercise price of
$0.42 per share for a period of five years from the date of grant.  The
shares underlying the warrants are covered by certain registration rights.
At the completion of the Company's private placement on February 22, 1999,
the Company issued 515,308 warrants to the agent which were valued at $0.21
per warrant for a total value of $109,794.

LEASE COMMITMENTS

The Company's office facilities are located in Woodland Hills, California.
Beginning February 1, 1999, the facilities were rented under the terms of
a three-year non-cancelable operating lease agreement, assigned to the
Company by an affiliate, WCCS.

                                   15
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

The lease is scheduled to expire on January 31, 2002.  Minimum future
rental payments required over the lease term are as follows:


     Year Ended March 31
     -------------------

          2000                                         $   36,480
          2001                                             41,896
          2002                                             33,368
                                                       ----------
                                                       $  111,744
                                                       ==========


OTHER CONTINGENCIES

In September 1999, Allen D. Allen and CytoDyn of New Mexico, Inc. delivered
written notice to the Company that they believed that the Termination, Sale
and Shareholders Agreement, dated August 1, 1998 (the "Purchase
Agreement"), among Allen, CytoDyn and Three R Associates, Inc. ("Three R")
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 as a condition to
agreeing to directly license the technology that is the subject of the
Purchase Agreement (the "Technology") to the Company.  Three R is
affiliated with the Company through its ownership by Lois Rezler, Roy S.
Azarnoff and Daniel L. Azarnoff, M.D., each of whom has served as a
director and/or officer of the Company.

The Company is in discussions with Allen and CytoDyn regarding a potential
agreement with CytoDyn and Allen which would preserve the Company's rights
to the Technology in the event Allen is successful in his efforts to
rescind the agreements with Three R and its affiliates.  If no agreement
can be reached with CytoDyn and Allen, the Company intends to vigorously
defend its rights to the Technology.  To the Company's knowledge, Allen and
CytoDyn have not commenced any lawsuit or arbitration with respect to the
Purchase Agreement or otherwise taken steps to terminate the Purchase
Agreement.  However, there can be no assurance that Allen and CytoDyn will
not commence formal proceedings against Three R and its affiliates, or
against the Company relating to the Purchase Agreement.  In the event that
Allen and CytoDyn commence such proceedings, the Company may be required to
expend significant resources to defend its interests in the Technology.
Moreover, if Allen and CytoDyn are successful in any effort to terminate
the Purchase Agreement and the Company is unable to negotiate a new
agreement with Allen and CytoDyn granting the Company the right to use the
Technology or if the Company is unsuccessful in defending its right to the
technology, the Company would not be able to pursue its business plan and
the Company's business and future prospects will be materially adversely
affected.

In January 2000, the Company received a letter from CytoDyn and Allen in
which CytoDyn indicated that it would consider any rights asserted by the
Company to any of the Technology to be terminated in the event the Company
or any of its officers or directors entered into agreements with Three R or
its principals pursuant to which such persons would be entitled to retain
shares and/or directorships in the Company or,

                                   16
<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)


directly or indirectly, purport to retain interests in the Technology.


6.  RELATED PARTY TRANSACTIONS

During the period from inception (April 10, 1998) through December 31,
1999, the Company incurred expenses of $442,575 (of which $176,719 was
incurred during the three months ended December 31, 1999) as a result of
services performed by an affiliate, WCCS, on behalf of the Company.  The
Company had 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
rescission of this agreement and expensed the remaining prepaid advance balance.

During the period from inception (April 10, 1998) through December 31,
1999, the Company paid consulting fees of $66,069 (of which $2,625 was paid
during the three months ended December 31, 1999) to Allen for providing
scientific expertise regarding the development of Cytolin(R) and $92,250
(of which $23,625 was paid during the three months ended December 31, 1999)
pursuant to the Patent and Trademark License Agreement.  As of December 31,
1999, $1,750 of such fees were included in accounts payable.

During the period from inception (April 10, 1998) through December 31,
1999, the Company incurred legal expenses of $10,000 (none of which were
incurred during the three months ended December 31, 1999) 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 was assigned a long-term noncancellable
operating lease agreement with an unrelated party by WCCS.

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.  This loan bears interest
at a rate of 8% per annum and is due together with accrued interest on or
before February 23, 2001.  Such loan is secured by 300,000 shares of
Company common stock which are owned by CytoDyn.  The Company believes that
this loan is fully recoverable.


7.  STOCK OPTION PLAN

In December 1998, the Company established an employee stock-based
compensation plan, the 1998 Omnibus Stock Incentive Plan ("the Plan"),
under which the Company may grant options for up to 7,133,970 shares of
common stock.  Options granted under the Plan are generally exercisable for
a period of ten years from the date of grant at an exercise price not less
than the fair market value of the shares at the date of grant.

                                   17

<PAGE>
                    AMERIMMUNE PHARMACEUTICALS, INC.
                      (A DEVELOPMENT STAGE COMPANY)
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1999 (CONTINUED)

Options granted under the Plans generally vest over a one to three year
period from the date of the grant.

During the period from inception (April 10, 1998) through December 31,
1999, options for 2,432,684 shares were granted to Directors and employees
of the Company at an exercise price of $0.42 per share, and options for
50,000 shares were granted to the Company's Medical Advisory Board members
at an exercise price of $2.50 per share.  No options were exercised and
370,718 options were canceled during this period.  At December 31, 1999,
options for 5,022,004 additional shares were available for future grants
under the Plan.  At December 31, 1999, 471,735 options were exercisable.

In November 1999, the Company modified certain option termination dates in
connection with a separation agreement with an officer and recorded a non-
cash compensation expense of $53,400.

As of December 31, 1999, in addition to the outstanding options for
2,111,966 shares granted to Directors, employees and Medical Advisory Board
members, the Company had  an additional outstanding option for 1,426,794
common shares and warrants outstanding to purchase 515,308 shares of the
Company's common stock which are exercisable at a price of $0.42 per share.

8.  PROPERTY AND EQUIPMENT

                                                 MARCH 31,     DECEMBER 31,
                                                   1999            1999
                                                 ---------     ------------

     Office furniture and equipment              $   26,891     $   30,568
     Leasehold improvements                           3,742          4,507
                                                ------------   ------------
                                                     30,633         35,075

     Less accumulated depreciation                        -          8,655
     and amortization
                                                ------------   ------------
                                                 $   30,633     $   26,420
                                                ============   ============



                                   18

<PAGE>
                                 PART I

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND 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 December 31, 1999.  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) is 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 expects FDA approval for regular sales of
Cytolin(R) to take at least three years.  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
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 another private placement of common stock to accredited
investors, which was completed on February

                                   19
<PAGE>
22, 1999.  The subsequent 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 shares at approximately $0.42 per share)
and paid cash private placement expenses of $159,698.  Net cash proceeds
from the private placement aggregated $3,050,302. The Company believes that
its success in these private placements will enable it to satisfy its cash
requirements without the need to raise additional funds before May 31,
2000. The Company has begun screening procedures and patient accrual in
anticipation of commencing a tolerability, pharmacokinetic and dose-ranging
study for Cytolin(R) now that a clinical protocol has been sanctioned by
the FDA and the bulk drug has been manufactured, tested, packaged, and
released for clinical use. The Company has completed the submission of
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. The Company believes that
additional funds will be needed to fund operations after June 1, 2000.
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 three year management agreement
for $585,000 per year with WCCS.  The agreement was scheduled to expire on
February 23, 2002.  The management agreement provides 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 rescission of this agreement.

RESULTS OF OPERATIONS

From April 10, 1998 to March 31, 1999, the Company incurred $422,293 in
research and development expenses, $1,769,311 in general and administrative
expenses and $8,947 in interest income net of other expenses, resulting in
a loss of $2,182,657 (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 this period relate primarily to the
commencement of business operations, the acquisition of a license,
fundraising activities and merger expenses.

For the three months ended December 31, 1999, the Company incurred $138,919
in research and development expenses, $252,771 in general and
administrative expenses and $18,825 in interest income net of other
expenses, resulting in a net loss of $372,865.  The expenses incurred
during this period relate primarily to commencement of research activities,
regulatory and administrative expenses.

For the three months ended December 31, 1998, the Company incurred a net
loss of $1,236,925 (which included significant non-cash, general and
administrative expenses aggregating $956,500 related primarily to issuance
of securities in exchange for services) relating to the initial
commencement of operations, the acquisition of a license and fundraising
activities.

                                   20
<PAGE>
For the nine months ended December 31, 1999, the Company incurred $672,359
in research and development expenses, $618,920 in general and
administrative expenses and $58,194 in interest income net of other
expenses, resulting in a net loss of $1,233,085.  The expenses incurred
during this period relate primarily to commencement of research activities,
regulatory and administrative expenses.

For the period of inception (April 10, 1998) through December 31, 1998, the
Company incurred a net loss of $1,262,438, (which included significant non-
cash, general and administrative expenses aggregating $956,500 related
primarily to issuance of securities in exchange for services) relating to
the initial commencement of operations, the acquisition of a license and
fundraising activities.

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 of April 10, 1998 to December 31, 1999,
the Company had no operating revenues and incurred net losses of
$3,415,742.  At December 31, 1999, the Company had working capital of
$1,360,650.  The Company requires significant capital to conduct the
research and development and pre clinical 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 June 1, 2000.  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 "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 quarterly
over a fifteen year period, and fees of $10,000 per year for consulting
services under the agreements discussed above between Three R and Allen
(See Note 5 to Unaudited Consolidated Financial Statements contained in
Part I - Item 1 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 beginning February 23, 2000.

                                   21
<PAGE>
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.

Year 2000 Issue
---------------

The Company's management believes that the Company will not be materially
adversely affected by any aftermath or result of the computer software Year
2000 issue.  The Company's systems do not have significant exposure to any
aftermath or result of the Year 2000 issue. The Company's vendors and
suppliers may have some exposure to the issue, but at this time, management
does not anticipate a material adverse impact on the Company's operations.

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.









                                   22
<PAGE>
PART II

ITEM 1.  LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings which management
believes to be material, and, except as disclosed in Item 5, there are no
such proceedings which are known to be contemplated.

ITEM 5.  OTHER INFORMATION

In September 1999, Allen D. Allen and CytoDyn of New Mexico, Inc. delivered
written notice to the Company that they believed that the Termination, Sale
and Shareholders Agreement, dated August 1, 1998 (the "Purchase
Agreement"), among Allen, CytoDyn and Three R Associates, Inc. ("Three R")
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 as a condition to
agreeing to directly license the technology that is the subject of the
Purchase Agreement (the "Technology") to the Company.  Three R is
affiliated with the Company through its ownership by Lois Rezler, Roy S.
Azarnoff and Daniel L. Azarnoff, M.D., each of whom has served as a
director and/or officer of the Company.

The Company is in discussions with Allen and CytoDyn regarding a potential
agreement with CytoDyn and Allen that would preserve the Company's rights
to the Technology in the event that Allen and CytoDyn are successful in
their efforts to rescind the agreements with Three R and its affiliates.
If no agreement can be reached, the Company intends to vigorously defend
its rights to the Technology.  To the Company's knowledge, Allen and
CytoDyn have not commenced any lawsuit or arbitration with respect to the
Purchase Agreement or otherwise taken steps to terminate the Purchase
Agreement.  However, there can be no assurance that Allen and CytoDyn will
not commence formal proceedings against Three R and its affiliates, or
against the Company relating to the Purchase Agreement.  In the event that
Allen and CytoDyn commence such proceedings, the Company may be required to
expend significant resources to defend its interests in the Technology.
Moreover, if Allen and CytoDyn are successful in any effort to terminate
the Purchase Agreement and the Company is unable to negotiate a new
agreement with Allen and CytoDyn granting the Company the right to use the
Technology or if the Company is unsuccessful in defending its rights to the
Technology, the Company would not be able to pursue its business plan and
the Company's business and future prospects will be materially adversely
affected.

In January 2000, the Company received a letter from CytoDyn and Allen in
which CytoDyn indicated that it would consider any rights asserted by the
Company to any of the Technology to be terminated in the event the Company
or any of its officers or directors entered into agreements with Three R or
its principals pursuant to which such persons would be entitled to retain
shares and/or directorships in the Company or, directly or indirectly,
purport to retain interests in the Technology.



                                   23
<PAGE>
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)

     27   Financial Data Schedule.
--------------------------------------------------------------------------
     (1)  Incorporated by reference to the Registrant's Registration
          Statement on Form 10-SB, as filed with the Commission on July 22,
          1997.

     (2)  Incorporated by reference from the Registrant's Current Report on
          Form 8-K, dated March 10, 1999.

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

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

During the three months ended December 31, 1999, the Company filed no
Current Reports on Form 8-K.









                                   24
<PAGE>
                               SIGNATURES
                               ----------

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


                                   AMERIMMUNE PHARMACEUTICALS, INC.


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

/s/ O.B. Parrish              Chairman of the Board       February 14, 2000
----------------------------    and Director
O.B. Parrish

/s/ Wellington A. Ewen        Chief Financial Officer     February 14, 2000
----------------------------
Wellington A. Ewen, M.B.A., C.P.A.