UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the Quarter Ended March 31, 2001 or

or

|/ / | / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | --------------------------------------------------------------------------------------------

Commission file number 333-12570

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STRESSGEN BIOTECHNOLOGIES CORPORATION(Exact name of registrant as specified in its charter)

|British Columbia, Canada(State of incorporation)                         | N/A(IRS Employer Identification No.)
|------------------------------------------------------------------------ | ------------------------------------
|4445 Eastgate Mall
San Diego, CA(Address of principal executive offices) | 92121(zip code)                     

(858) 812-5616(Registrant's telephone number, including area code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 / /

As
of May 3, 2001, the registrant had 50,066,000 shares of Common Stock, no par value, outstanding.

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Stressgen Biotechnologies Corporation and Subsidiaries  INDEX

|                               |  |                                                                                               |  | Page
|------------------------------ |  | --------------------------------------------------------------------------------------------- |  | ----
|Part I  Financial Information |  |                                                                                              
|Item 1.                        |  | Financial Statements                                                                          |  |     
|                               |  | Consolidated Balance Sheet  March 31, 2001 (unaudited) and December 31, 2000                 |  | 1   
|                               |  | Consolidated Statement of Operations (unaudited)  Three Months Ended March 31, 2001 and 2000 |  | 2   
|                               |  | Consolidated Statement of Cash Flows (unaudited)  Three Months Ended March 31, 2001 and 2000 |  | 3   
|                               |  | Notes to Consolidated Financial Statements                                                    |  | 4   
|Item 2.                        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations         |  | 10  
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                                    |  | 12  
|                               |  | Impact of Inflation                                                                           |  | 12  
|                               |  | Certain Factors Affecting Future Performance                                                  |  | 12  
|Part II  Other Information    |  |                                                                                              
|SIGNATURE                      |  | 20                                                                                           

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CONSOLIDATED BALANCE SHEET

Stressgen Biotechnologies Corporation and Subsidiaries
(Canadian Dollars In Thousands)

|                                                  |                                                                                                                                       | March 31,
2001            |         | December 31,
2000 |       
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | ------------------------- | ------- | ----------------- | ------
|
|Assets                                            |                                                                                                                                       |                           |         |                   |       
|Current assets:                                   |                                                                                                                                       |                           |         |                   |       
|                                                  | Cash                                                                                                                                  |                           | $       |                  |       
|                                                  | Short-term investments                                                                                                                |                           |         | 64,237            |       
|                                                  | Accounts receivable                                                                                                                   |                           |         | 1,229             |       
|                                                  | Inventories                                                                                                                           |                           |         | 786               |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|                                                  | Total current assets                                                                                                                  |                           |         | 66,252            |       
|Capital assets                                    |                                                                                                                                       |                           | 2,033   |                   |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|                                                  |                                                                                                                                       | $                         | 68,285  |                   | $     
|                                                  |                                                                                                                                       |                           |         |                   |       
|Liabilities and Stockholders' Equity              |                                                                                                                                       |                           |         |                   |       
|Current liabilities:                              |                                                                                                                                       |                           |         |                   |       
|                                                  | Cheques outstanding in excess of cash on hand                                                                                         |                           | $       | 1,212             |       
|                                                  | Accounts payable and accrued liabilities                                                                                              |                           |         | 9,063             |       
|                                                  | Current portion of capital lease obligations                                                                                          |                           |         | 440               |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|                                                  |                                                                                                                                       | Total current liabilities |         |                   | 10,715
|Capital lease obligations, net of current portion |                                                                                                                                       |                           | 922     |                   |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|                                                  |                                                                                                                                       |                           | 11,637  |                   |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|Commitments                                       |                                                                                                                                       |                           |         |                   |       
|Stockholders' equity:                             |                                                                                                                                       |                           |         |                   |       
|                                                  | Common shares and other equity  no par value; 100,000,000 shares authorized, 50,058,758 and 49,892,271 shares issued and outstanding |                           |         | 135,072           |       
|Accumulated deficit                               |                                                                                                                                       |                           | (78,424 | )                 |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|Total stockholders' equity                        |                                                                                                                                       |                           | 56,648  |                   |       
|                                                  |                                                                                                                                       |                           |         |                   |       
|                                                  |                                                                                                                                       | $                         | 68,285  |                   | $     
|                                                  |                                                                                                                                       |                           |         |                   |       

See accompanying notes to consolidated financial statements.

1

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CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

Stressgen Biotechnologies Corporation and Subsidiaries
(Canadian Dollars In Thousands, Except Per Share Amounts)

|                                                                                     |                                     | Three months ended
March 31, |        
|------------------------------------------------------------------------------------ | ----------------------------------- | ---------------------------- | -------
|
|Revenue:                                                                             |                                     |                              |        
|                                                                                     | Bioreagent sales                    |                              | $      
|                                                                                     |                                     |                              |        
|Operating expenses:                                                                  |                                     |                              |        
|                                                                                     | Research and development            |                              |        
|                                                                                     | Selling, general and administrative |                              |        
|                                                                                     | Cost of bioreagent sales            |                              |        
|                                                                                     | Amortization                        |                              |        
|                                                                                     |                                     |                              |        
|                                                                                     |                                     |                              | 12,431 
|                                                                                     |                                     |                              |        
|Operating loss                                                                       |                                     |                              | (11,040
|                                                                                     |                                     |                              |        
|Other income (expenses):                                                             |                                     |                              |        
|                                                                                     | Interest and other income           |                              |        
|                                                                                     | Interest expense                    |                              |        
|                                                                                     |                                     |                              |        
|                                                                                     |                                     |                              | 1,924  
|                                                                                     |                                     |                              |        
|Net loss                                                                             |                                     |                              | (9,116 
|Accumulated deficit, beginning of period                                             |                                     |                              | (69,308
|                                                                                     |                                     |                              |        
|Accumulated deficit, end of period                                                   |                                     | $                            | (78,424
|                                                                                     |                                     |                              |        
|Basic and diluted loss per common share                                              |                                     | $                            | (0.18  
|                                                                                     |                                     |                              |        
|Common shares used to compute basic and diluted loss per common share (in thousands) |                                     | $                            | 49,991 
|                                                                                     |                                     |                              |        

See accompanying notes to consolidated financial statements.

2

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CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

Stressgen Biotechnologies Corporation and Subsidiaries
(Canadian Dollars In Thousands)

|                                                                    |                                                                             | Three months ended
March 31,            |       
|------------------------------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------- | ------
|
|Cash flows from operating activities:                               |                                                                             |                                         |       
|                                                                    | Net loss                                                                    |                                         | $     
|                                                                    | Adjustments to reconcile net loss to net cash used in operating activities: |                                         |       
|                                                                    |                                                                             | Amortization                            |       
|                                                                    |                                                                             | Unrealized foreign exchange gain (loss) |       
|                                                                    | Changes in operating assets and liabilities (Note 4)                        |                                         |       
|                                                                    |                                                                             |                                         |       
|Net cash used in operating activities                               |                                                                             |                                         | (6,607
|                                                                    |                                                                             |                                         |       
|Cash flows from investing activities:                               |                                                                             |                                         |       
|                                                                    | Purchase of securities                                                      |                                         |       
|                                                                    | Sales and maturities of securities                                          |                                         |       
|                                                                    | Acquisition of capital assets                                               |                                         |       
|                                                                    |                                                                             |                                         |       
|Net cash provided by investing activities                           |                                                                             |                                         | 4,678 
|                                                                    |                                                                             |                                         |       
|Cash flows from financing activities:                               |                                                                             |                                         |       
|                                                                    | Proceeds on issue of common shares                                          |                                         |       
|                                                                    | Proceeds on issue of special warrants                                       |                                         |       
|                                                                    | Repayment of capital lease obligations                                      |                                         |       
|                                                                    |                                                                             |                                         |       
|Net cash provided by financing activities                           |                                                                             |                                         | 228   
|                                                                    |                                                                             |                                         |       
|Effect of exchange rate changes on cash                             |                                                                             |                                         | (24   
|(Decrease) increase in cash                                         |                                                                             |                                         | (1,701
|Cash, beginning of period                                           |                                                                             |                                         | 513   
|                                                                    |                                                                             |                                         |       
|(Cheques outstanding in excess of cash on hand) cash, end of period |                                                                             | $                                       | (1,212
|                                                                    |                                                                             |                                         |       

See Note 4 for supplemental cash flow information. See accompanying notes to consolidated financial statements.

3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Stressgen Biotechnologies Corporation and Subsidiaries
(Canadian Dollars)

1. THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES



Stressgen Biotechnologies Corporation ("Stressgen" or the "Company") is a biopharmaceutical company focused on the development and commercialization of
innovative stress protein-based immunotherapeutics. The Company is developing a broad range of products for the treatment of viral infections and related cancers. In addition to targeting HspE7 in
HPV-related diseases, the Company has a program to evaluate stress protein fusions in hepatitis B and has also initiated research studies to evaluate its Hsp technology in the treatment of
asthma and allergy. Further, Stressgen is an internationally recognized supplier of research products used by scientists worldwide for the study of cellular stress, apoptosis, oxidative stress and
neurobiology.



The consolidated financial statements include the assets, liabilities and operating results of the Company and its wholly-owned subsidiaries.



The consolidated balance sheet as of March 31, 2001 and December 31, 2000 and the consolidated statements of operations and cash flows for the
three month periods ended March 31, 2001 and 2000 have been prepared by the Company and have not been audited. Such financial statements, in the opinion of management, include all adjustments
necessary for their fair presentation in conformity with Canadian generally accepted accounting principles ("Canadian GAAP"), and conform in all material respects with accounting principles generally
accepted in the United States of America ("U.S. GAAP"), except as discussed in Note 5. Certain prior year's balances have been reclassified to conform to the current year's presentation. These
financial statements should be read in conjunction with the financial statements and notes thereto in the Company's December 31, 2000 Annual Report on Form 10-KA. Certain
information and footnote disclosures normally included in financial statements prepared in accordance with Canadian and U.S. GAAP have been condensed or omitted pursuant to the Securities and Exchange
Commission rules and regulations. Interim results are not necessarily indicative of results for the full year.

The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosures as of the date of the financial statements. Actual results could differ from such estimates.



The Company and its subsidiaries use the Canadian dollar as their functional currency. Monetary assets and liabilities are translated into Canadian dollars at
the rate of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses are translated at the average rate
of exchange for the period of such translations. Exchange gains and losses are recorded in the statement of operations.

4

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2. BALANCE SHEET DETAILS



Inventories consist of the following components:

(In thousands)

March 31,
2001

December 31,
2000Work in progress

$
427

$
359Finished goods


359


374$
786

$
733




In 1998, the Company issued 4,000,000 Class B Warrants entitling the holder to acquire one additional common share on or before June 11, 2003.
The exercise price is $3.30 for each Class B Warrant (or U.S.$2.27). At the option of the holder, the Class B Warrants may be exercised through cashless exercise, which permits the
warrant holder to deduct the strike price of the warrant from the market price of the common shares at the time of exercise, and to receive the difference in common shares valued at the market price
at the time of exercise. There were 3,256,202 Class B Warrants outstanding at March 31, 2001.

In
2000, the Company completed an offering of 7,449,000 Special Warrants at a price of $3.40 per Warrant for gross proceeds of $25,327,000. In connection with the offering, the
Company issued 744,900 underwriters' special warrants, exercisable at $3.68 per warrant into 744,900 common shares on or before August 2, 2001. There were 577,298 underwriters' special warrants
outstanding at March 31, 2001.

Stockholders'
equity includes $1,400,000 of contributed surplus resulting from the cancellation of certain warrants and redemption of certain Preference shares for nominal
consideration.

At
May 3, 2001, there were 50,066,000 common shares issued and outstanding. At March 31, 2001, there were 3,200,573 options issued and outstanding at exercise prices
ranging from $1.22 to $8.00 with remaining weighted average contractual lives of 1.4 years to 9.0 years.

5

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3. SEGMENTED INFORMATION

The Company manages its operations in two reportable segments, Biotechnology and Bioreagents. Revenues are allocated to the countries based on customer
locations.

Three months ended
March 31,(In thousands)2001

2000BiotechnologyExpenses:Research and development

$
9,890

$
3,651Selling, general and administrative


1,893


1,065Segment loss

$
11,783

$
4,716BioreagentsSales:U.S.

$
859

$
577Canada


63


41Other


469


3211,391


939Expenses:Research and development


46


80Selling, general and administrative


297


405Cost of bioreagent sales


189


146532


631Segment income

$
859

$
308TotalsRevenue

$
1,391

$
939Expenses:Research and development


9,936


3,731Selling, general and administrative


2,190


1,470Cost of bioreagent sales


189


14612,315


5,347Loss excluding amortization, interest and other income

$
(10,924
)
$
(4,408
)


The
Company does not allocate amortization, interest and other income, and interest expense, nor does it allocate capital assets, to each segment.

6

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4. SUPPLEMENTAL CASH FLOW INFORMATION

The changes in operating assets and liabilities consist of:

Three months ended
March 31,(In thousands)2001

2000Accounts receivable

$
(205
)
$
(92
)Inventories


(53
)

(128
)Accounts payable and accrued liabilities


1,636


(1,126
)$
1,378

$
(1,346
)Supplemental disclosures of cash flows:Interest paid

$
29

$
32


5. THE EFFECT OF APPLYING ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE U.S.

These financial statements have been prepared in accordance with Canadian GAAP which conform, except as set out below, in all material respects with U.S. GAAP.

Effect
on the consolidated financial statements:



(In thousands)

March 31,
2001

December 31,
2000Current assets under Canadian GAAP

$
66,252

$
72,324Adjustment to carrying value of short-term investments classified as available-for-sale securities (a)


245


143Current assets under U.S. GAAP

$
66,497

$
72,467Stockholders' equity under Canadian GAAP

$
56,648

$
65,431Unrealized holding gains on available-for-sale
securities (a)


245


143Stockholders' equity under U.S. GAAP

$
56,893

$
65,574


7

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Three months ended
March 31,(In thousands)2001

2000Net loss under Canadian GAAP

$
(9,116
)
$
(4,315
)Reversal of unrealized foreign exchange (gain) loss on available-for-sale securities (a)


(991
)

40Stock-based compensation expense on escrow shares (b)





(9,093
)Stock-based compensation expense on stock options (c)


(21
)

Net loss under U.S. GAAP

$
(10,128
)
$
(13,368
)Basic loss per common share under Canadian GAAP

$
(0.18
)
$
(0.13
)Basic loss per common share under U.S. GAAP

$
(0.20
)
$
(0.41
)Common shares used to compute basic loss per share under Canadian and U.S. GAAP


49,991


32,966




For all periods presented, there are no differences under Canadian and U.S. GAAP in net cash (used in) provided by operating, investing and financing
activities.



As disclosed in Note 12 to the financial statements in the Company's December 31, 2000 Annual Report on Form 10-KA,
differences exist for the Company between Canadian and U.S. GAAP.

The
following outlines the differences that affect the Company for the three month periods ended March 31, 2001 and 2000.

8

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SFAS
No. 130,Reporting Comprehensive Incomeestablishes standards for the reporting and display of comprehensive income and its
components (revenue, expenses, gains and losses) in a full set of general-purpose financial statements.

Three months ended
March 31,(In thousands, except per share amounts)2001

2000Net loss under U.S. GAAP

$
(10,128
)
$
(13,368
)Other comprehensive income:Adjustment to unrealized foreign exchange and market gain (loss) on available-for-sale investments


1,093


(40
)Comprehensive net loss under U.S. GAAP

$
(9,035
)
$
(13,408
)Comprehensive loss per share under U.S. GAAP

$
(0.18
)
$
(0.41
)




In July 1999, the FASB announced a delay of the effective date of SFAS No. 133,Accounting for Derivative Instruments and
Hedging Activitiesto the first quarter of 2001. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires companies to recognize all derivatives as either assets or liabilities on the balance sheet and measure those
instruments at fair value. Under SFAS No. 133, gains or losses resulting from changes in the values of those derivatives are accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The Company adopted SFAS No. 133 on January 1, 2001 with no material effect on the Company's financial position or results of operations.

9

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

The Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risk and
uncertainties. The predictions described in these statements may not materialize if management's current expectations regarding our future performance prove incorrect; our results could also be
affected by factors including, but not limited to the risks described below under "Certain Factors Affecting Future Performance". The forward-looking statements are based on currently available
information; we have no obligation to update them.

The
following information should be read in conjunction with our March 31, 2001 consolidated financial statements and related notes therein, which include adjustments necessary
for their fair presentation in accordance with Canadian generally accepted accounting principles or Canadian GAAP. These principles differ in certain respects from accounting principles generally
accepted in the United States or U.S. GAAP. The differences, as they affect our consolidated financial statements, are described in Note 5 to our March 31, 2001 consolidated financial
statements. All amounts following are expressed in Canadian dollars unless otherwise indicated.

Overview

Our activities are focused primarily on the research and development of a unique class of proteins, called stress proteins, to regulate the body's own immune
response to combat diseases. We believe that the use of stress proteins, genetically combined with various antigens derived from disease-causing organisms, will likely yield novel therapeutic
products.

We
are evaluating the potential of HspE7, our first product candidate, as a broad based therapeutic for diseases caused by the human papillomavirus, or HPV. We currently have a number
of clinical trials ongoing, including one phase III trial and several phase II trials to treat various indications including genital warts, anal dysplasia, cervical dysplasia and cervical cancer.
Further, we will soon initiate a clinical trial to evaluate HspE7 for the treatment of another serious HPV-related disease, recurrent respiratory papillomatosis, or RRP, for which the U.S.
Food and Drug Administration recently granted us orphan drug status. We have also initiated research studies to evaluate our technology to treat hepatitis B, as well as asthma and allergy. Through our
bioreagent business, we also supply research products to scientists worldwide for the study of cellular stress, apoptosis, oxidative stress and neurobiology.

We have incurred significant losses since our inception and expect to incur substantial losses for the foreseeable future as we invest in our research and
product development programs, including manufacturing, pre-clinical studies and clinical trials, and regulatory activities. At March 31, 2001, our accumulated deficit was
$78,424,000. We have been dependent principally upon equity financings to fund our business activities.

Results of Operations

During the three months ended March 31, 2001, we realized a net loss of $9,116,000 or $0.18 per common share. These results compare with a net loss of
$4,315,000, or $0.13 per common share, for the same period in the prior year.

Bioreagent sales

Bioreagent sales for the three months ended March 31, 2001, increased by approximately 48% to $1,391,000 compared with sales of $939,000 for the same
period in the prior year. This increase was attributed to growing demand for stress protein bioreagents and a recent price increase. We anticipate that bioreagent product sales will approximate
$5,000,000 in 2001.

10

---

Research and development

Research and development, or R&D, spending increased by 166% to $9,936,000 for the three months ended March 31, 2001 from $3,731,000 for the same period
in the prior year, due to increased expenditures for clinical trial activities and manufacturing scale-up associated with our leading product candidate, HspE7.

Selling, general and administrative expenses

Selling, general and administrative, or SG&A, expenses were $2,190,000, an increase of $720,000, or 49%, over the same period in the prior year. This increase
is due principally to increasing costs and personnel associated with our expanded North American business activities.

Cost of bioreagent sales

The aggregate cost of bioreagent sales as a percentage of bioreagent sales was approximately 14% for the three months ended March 31, 2001, and 16% for
the same period in the prior year, resulting in gross margins of 86% and 84%, respectively.

Amortization

Amortization expense decreased by 11% to $116,000 for the three months ended March 31, 2001 from $130,000 for the same period in the prior year, due to
a reduction of capital asset purchases.

Interest and other income

Interest and other income increased by 666% to $1,953,000 for the three months ended March 31, 2001 from $255,000 for the same period in the prior year.
This increase is due principally to favorable unrealized gains from foreign currency exchange on U.S. investments and a higher average investment portfolio balance resulting from the public issuance
of stock and exercise of warrants in 2000.

Basic and diluted loss per share

The 111% increase in net loss to $9,116,000 in the three month period ended March 31, 2001 compared with $4,315,000 in 2000 was diluted by increases in
the weighted average number of common shares outstanding in each year, resulting in basic and diluted loss per share of $0.18 in 2001 compared with $0.13 in 2000.

Differences between Canadian and U.S. generally accepted accounting principles

Our consolidated financial statements include adjustments necessary for their fair presentation in accordance with Canadian GAAP. Certain adjustments would be
required if these statements were to be prepared in all material respects, in accordance with U.S. GAAP.

To
conform to U.S. GAAP, our net loss would increase by $1,012,000 and $9,053,000 for the three month periods ended March 31, 2001 and 2000. The principal differences under
U.S. versus Canadian GAAP for the three month periods are due to unrealized foreign currency exchange gains of $991,000 on U.S. investments (2001) and the final release of escrow shares resulting in
stock based compensation expense of $9,093,000 (2000).

Net
loss per common share under U.S. GAAP would have been $0.20 and $0.41 in the three month periods ended March 31, 2001 and 2000, respectively. In addition, our current
assets under U.S. GAAP would have been $66,497,000 and $72,467,000 at March 31, 2001 and 2000, respectively, and our stockholders' equity under U.S. GAAP would have been $56,893,000 and
$65,574,000 at March 31, 2001 and 2000, respectively.

11

---

Liquidity and Capital Resources

At March 31, 2001, we had cash and short-term investments of $63,025,000, a decrease of $7,542,000 from December 31, 2000. During the
three months ended March 31, 2001, we used cash primarily to finance our ongoing business activities, including our manufacturing scale-up and clinical development activities
associated with our lead product candidate HspE7. At March 31, 2001, approximately 30% of cash and short-term investments were held in U.S. dollars.

During
the three months ended March 31, 2001, capital expenditures totaled $148,000 compared with $180,000 during the same period in 2000, none of which have been financed
through capital lease obligations.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's exposure to market risk is principally confined to its cash and short-term investments. The Company maintains a
non-trading investment portfolio of investment grade, liquid debt securities that limits the amount of credit exposure to any one issue, issuer or type of instrument. The securities in the
Company's portfolio, of which approximately 30% are invested in the U.S., are not leveraged, are classified as available-for-sale and are therefore subject to foreign exchange
and interest rate risk. The Company currently does not hedge foreign exchange or interest rate exposure. A hypothetical 1% change in foreign currency exchange and interest rates during the quarter
ended March 31, 2001 would have resulted in approximately a $200,000 change in net loss. The Company has not used derivative financial instruments in its investment portfolio. There have been
no significant changes in the types or maturities of investments held from December 31, 2000.

IMPACT OF INFLATION

The impact of inflation on the operations of the Company for the quarters ended March 31, 2001, and 2000 was not material.

CERTAIN FACTORS AFFECTING FUTURE PERFORMANCE

In addition to the other information in this report, the following factors (as well as other factors not listed) have the potential to
materially affect the company's future operations.

We Are At An Early Stage Of Development

We are still at an early stage of development in our biotechnology business. We have not completed the development of any therapeutic products and, therefore,
have not begun to market or generate revenues from the commercialization of any therapeutic products. We must make significant additional investment in research and development and clinical trials
prior to the commercialization of any of our technology. We have only undertaken limited human clinical trials of some of our product candidates and we cannot assure you that the results obtained from
laboratory or research studies will be replicated in human studies or that such human studies will not identify unwanted side effects. We cannot assure you that any of our products will meet
applicable health regulatory standards, obtain required regulatory approvals or clearances, be capable of being produced in commercial quantities at reasonable costs, be successfully marketed or that
the investment made in such product candidates will be recouped through sales. None of our therapeutic product candidates are expected to be commercially available for a number of years.

We Have A History Of Operating Losses And We May Never Become Profitable

To date, we have not recorded any revenues from the sale of therapeutic products. Since inception we have accumulated net losses of over $78,000,000; we expect
such losses to increase as we continue

12

---

our research and development and clinical trials. We expect to continue to incur substantial operating losses for at least the next several years. To become profitable, we, either alone or with one or
more partners, must develop, manufacture and successfully market product candidates.

Our Product Development Programs Are Novel And, Thus, Inherently Risky

Our business is subject to the risks of failure inherent in the development of product candidates based on new technology. These risks include the possibility
that:



There
is no precedent for the successful commercialization of products based on our technologies. It is possible that none of our therapeutic products will be successfully developed.

Our Clinical Trials Could Take Longer To Complete Than Expected

Although for planning purposes we forecast the commencement and completion of clinical trials, the actual timing of these events can vary dramatically due to
factors such as scheduling delays or conflicts with the schedules of participating clinicians and clinical institutions and the rate of patient accruals. Our most advanced product candidate, HspE7, is
intended for treating patients with relatively early stage cancer. HspE7 is intended to delay or prevent the recurrence of disease. As a result, clinical trials involving these product candidates are
likely to take longer to complete than clinical trials involving other types of therapeutics. The clinical trials may not commence or be completed as forecasted.

We
have limited experience in conducting clinical trials. We rely on corporate collaborators, academic institutions or clinical research organizations to conduct, supervise or monitor
some or all aspects of clinical trials involving our products. In addition, certain clinical trials for our products will be conducted by government-sponsored agencies and consequently will be
dependent on governmental participation and funding. We will have less control over the timing and other aspects of these clinical trials than if we conducted them entirely on our own. These trials
may not commence or be completed
as we expect and may not be conducted successfully. Failure to commence or complete, or delays in, any planned clinical trials could reduce investors' confidence in our ability to develop products
which would likely cause our stock price to decrease.

We Must Obtain Additional Financing To Execute Our Business Plan

Currently, revenues from the production and sale of bioreagents are not adequate to support our therapeutic product development programs. As a result, we will
require substantial additional funds for further research and development, planned clinical trials, regulatory approvals, establishment of pilot-scale manufacturing capabilities and, possibly, the
marketing of our products. We do not have committed sources of funding. We will seek to obtain those additional funds through public or private equity or debt financing, collaborative arrangements
with pharmaceutical companies and/or from other sources. Any collaborative arrangements will likely require us to relinquish some or all of our rights to our technology or products.

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We believe that we have adequate funding for our operations and capital requirements until approximately the end of 2002. Additional funding may not be available at all or on
acceptable terms.

Our Success Depends On Our Ability To Protect Our Proprietary Rights And Operate Without Infringing The Proprietary Rights Of Others

Our success will depend, in part, on our ability to obtain patents, maintain trade secret protection and operate without infringing on the proprietary rights
of third parties or having third parties circumvent our rights. We have filed and are actively pursuing applications for United States and non-United States patents. The patent positions
of pharmaceutical and biotechnology firms, including ours, are uncertain and involve complex legal and factual questions for which important legal principles are largely unresolved. For example, no
consistent policy has emerged regarding the breadth of biotechnology patent claims that are granted by the United States Patent and Trademark Office or enforced by the United States federal courts. In
addition, the scope of the originally claimed subject matter in a patent application can be significantly reduced before a patent is issued. The biotechnology patent situation outside the United
States is even more uncertain and is currently undergoing review and revision in many countries. The laws of certain non-United States countries may not protect our intellectual property
rights to the same extent as the laws of the United States. Thus, we cannot assure you that any of our patent applications will result in the issuance of patents, that we will develop additional
proprietary products that are patentable, that any patents issued to us will provide us with any competitive advantages or that such patents will not be challenged by any third parties, that the
patents of others will not impede our ability to do business or that third parties will not be able to circumvent our patents. Furthermore, others may independently develop similar products that
duplicate one or
more of our products and, if patents are issued to us, others may design around the patented products we develop.

A
number of pharmaceutical and biotechnology companies and research and academic institutions have developed technologies, filed patent applications or received patents on various
technologies that may be related to our business. Some of these technologies, applications or patents may conflict with our technologies, patent applications or patents. Such conflict could limit the
scope of our current patents or the patents, if any, that we may be able to obtain or result in the denial of our patent applications. In addition, if patents that cover our activities are issued to
other companies, we cannot assure you that we would be able to obtain licenses to these patents at a reasonable cost, or at all, or be able to develop or obtain alternative technology. If we do not
obtain such licenses, we could encounter delays in the introduction of products, or could find that the development, manufacture or sale of products requiring such licenses is prohibited. In addition,
we could incur substantial costs in defending our patent position in suits brought against us or in prosecuting suits against others to have third-party patents declared invalid.

Patent
litigation is becoming widespread in the biotechnology industry. Such litigation may affect our efforts to form collaborations, to conduct research or development, to conduct
clinical testing or to manufacture or market any products under development. If we become involved in patent litigation, it could consume a substantial portion of our financial and management
resources. If the outcome of any such litigation were to be adverse, our business could be materially affected.

Since
patent applications in the United States are maintained in secrecy until the patents issue or non-United States counterparts, if any, publish and since publication
of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain that we or any licensor was the first creator of inventions described in our pending
patent applications or patents or that we or such licensor was the first to file patent applications for such inventions. Moreover, we might have to participate in interference proceedings declared by
the United States Patent and Trademark Office to determine priority of invention, which could result in substantial cost to us, even if the eventual outcome were in our favor. An adverse outcome could
subject us to significant liabilities to third

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parties and require us to license disputed rights from third parties or cease using the technology. We cannot assure you that our patents, if issued, would be held valid or enforceable by a court or
that a competitor's technology or product would be found to infringe our patents. Furthermore, even if we are successful in such lawsuits, we could incur substantial costs to enforce our patent rights
against apparent infringers,.

Much
of our know-how and technology may not be patentable, though it may constitute trade secrets. We cannot assure you that we will be able to meaningfully protect our
trade secrets. We cannot assure you that any of the existing confidentiality agreements with our employees, consultants, advisors or collaborators will provide meaningful protection for our trade
secrets, know-how or other proprietary
information in the event of any unauthorized use or disclosure. In addition, to the extent that collaborators, advisors or consultants apply technological information developed independently by them
or by others to our projects or apply our technology to other projects, disputes may arise as to the ownership of proprietary rights to such technology. Further, our business may be adversely affected
by competitors who independently develop competing technologies, especially if we do not obtain, or only obtain narrow, patent protection.

Our Success Depends On Collaborative Partners, Licensees And Other Third Parties Over Whom We Have Limited Control

Our strategy is to enter into various arrangements with corporate and academic collaborators, licensors, licensees and others for the research, development,
clinical testing, manufacturing, marketing and commercialization of our products. In addition, the nature of clinical trials requires us to rely on outside parties to conduct clinical testing. While
we have several research collaborations, we currently do not have any corporate partners or licensees involved in the development and eventual commercialization of our product candidates. We may not
be able to establish collaborations on favorable terms, if at all, and our current or future collaborations may not be successful.

There
are a number of risks associated with our dependence on collaborative agreements with third parties. Should any collaborative partner fail to develop or manufacture in adequate
quantities a substance we need in order to conduct clinical trials, fail to adequately perform clinical trials or fail to develop, manufacture or commercialize an end product to which it has rights,
or a partner's product to which we have the rights, our business may be adversely affected. Failure of a collaborative partner to continue to participate in any particular program could delay or halt
the development or commercialization of products generated from that program. In addition, we cannot assure you that our collaborative partners will not pursue other technologies or develop
alternative products that could compete with our future products.

We
currently hold licenses from third parties for certain technologies. We cannot assure you that these licenses will not terminate or that they will be renewed. In addition, we
cannot assure you that these licenses will remain in good standing and, in the event of a breach of the terms of any license, the licensor may attempt to terminate the license.

We
also plan to acquire additional licenses to technologies developed by other companies and academic institutions. Pursuant to the terms of these license agreements, we could be
obligated to exercise diligence in bringing potential products to market and to make certain milestone payments that, in some instances, could be substantial. We also are obligated to make royalty
payments on the sales, if any, of products resulting from licensed technology and, in some instances, are responsible for the costs of filing and prosecuting patent applications.

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We May Not Be Able To Obtain The Regulatory Approvals Or Clearances That Are Necessary To Commercialize Our Products

The manufacture and sale of human therapeutic products in the United States, Canada and other countries is governed by a variety of statutes and regulations in
each country. These laws require approval of manufacturing facilities, controlled research and testing of products and government review and approval and clearance of a submission containing
manufacturing, preclinical and clinical data in order to obtain marketing approval and clearance based on establishing the safety and efficacy of the product for each use sought.

Our
product candidates are currently in the early stages of development and will require significant development, pre-clinical and clinical testing and investment of
significant funds prior to their commercialization. The process of obtaining required approvals and clearances can be costly and time-consuming and our potential products may not be
successfully developed, prove to be safe and effective in clinical trials or receive applicable regulatory approvals and clearances. Any delay in obtaining such approvals and clearances may:



Government
regulatory authorities may approve a product candidate for fewer indications than requested or may condition approval on the performance of post-marketing
studies for a product candidate. Even if we receive regulatory approval and clearance, our product candidates may later exhibit adverse side effects that limit or prevent their widespread use or that
force us to withdraw those product candidates from the market. In addition, any marketed product and its manufacturer will continue to be subject to strict regulation after approval. Any unforeseen
problems with an approved product or any violation of regulations could result in restrictions on the product, including its withdrawal from the market.

Additionally,
if we fail to comply with applicable regulatory requirements at any stage during the regulatory process, we or our contract manufacturers may be subject to sanctions,
including fines, product recalls or seizures, injunctions, refusal of regulatory agencies to review pending market
approval applications or supplements to approval applications, total or partial suspension of production, civil penalties, withdrawals of previously approved marketing applications and criminal
prosecution.

We
and our contract manufacturers will be required to comply with applicable good manufacturing practices regulations, which include requirements relating to quality control and
quality assurance as well as the corresponding maintenance records and documentation. Manufacturing facilities must be approved before we can use them in commercial manufacturing of our products and
are subject to inspection by regulatory agencies. Our contract manufacturers and we may not be able to comply with the applicable good manufacturing practice requirements and other regulatory
requirements, which could prevent us from developing any of our product candidates.

Even If We Obtain All Necessary Regulatory Approvals, Our Products May Not Gain Market Acceptance

Even if our product candidates receive all necessary regulatory approvals and clearances, they may not gain market acceptance among physicians, patients,
healthcare payors and the medical community. The degree of market acceptance of any product that we may develop will depend on a number of factors, including establishment and demonstration of
clinical efficacy and safety, cost-effectiveness of

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the products, their potential advantage over alternative products and marketing and distribution support for the products.

Our
sales experience is limited to the sale of our bioreagents. To directly market and distribute any pharmaceutical products we may develop, we must build a substantial marketing and
sales force with appropriate technical expertise and supporting distribution capabilities. Alternatively, we may obtain the assistance of a more experienced pharamaceutical company or other entity. We
may not be able to establish sales, marketing and distribution capabilities of our own or enter into arrangements with third parties on terms that are acceptable to us. To the extent that we do enter
into co-promotion or other licensing arrangements with respect to any products that we may develop, our product revenues will be lower than if we directly marketed and sold our products,
and any revenues that we receive will depend on the efforts of third parties, which efforts may not be successful.

Our Operations Involve Hazardous Materials Which Require Us To Comply With Regulatory Requirements And Which Could Subject Us To Damages Resulting From Accidental Contamination
Or Injury

Our research and development processes involve the controlled use of hazardous and radioactive materials. We are subject to federal, provincial and local laws
and regulations governing the use, manufacture, storage, handling and disposal of such materials and certain waste products. Although we believe that our safety procedures for handling and disposing
of such materials comply with the standards prescribed by such laws and regulations, the risk of accidental contamination or injury from these materials cannot be completely eliminated. In the event
of an accident involving these materials, we could be held liable for any damages that result and any such liability could exceed our resources. We are not insured with respect to this liability.
Although we believe that we are in compliance in all material respects with applicable environmental laws and regulations and currently do not expect to make material capital expenditures for
environmental control facilities in the near-term, we may be required to incur significant costs to comply with environmental laws and regulations in the future.

Our Competitors May Develop And Market Drugs That Are Less Expensive, More Effective Or Safer Which May Diminish Or Eliminate The Commercial Success Of Any Products We May
Commercialize Or Render Our Products Obsolete

Technological competition from pharmaceutical companies and biotechnology companies is intense and is expected to increase. Many of our competitors and
potential competitors have substantially greater product development capabilities and financial, scientific, marketing and human resources than ours. Other companies may succeed in developing products
earlier than us, obtaining approvals and clearances for such products from agencies such as the U.S. Food and Drug Administration and the Health Protection Branch of the Department of Health and
Welfare Canada more rapidly than us, or in developing products that are more effective than those ultimately developed by us, if any. While we will seek to expand our technological capabilities in
order to remain competitive, we cannot assure you that research and development by others will not render our technology or products obsolete or non-competitive or result in treatments or
cures superior to any therapy developed by us, or that any therapy we develop will be preferred to any existing or newly developed technologies.

The
biotechnology and pharmaceutical industries are subject to rapid and substantial technological change. We cannot assure you that developments by others will not render our
products or technologies non-competitive or that we will be able to keep pace with technological developments. Other companies have developed technologies that could be the basis for
competitive products. Some of these products have an entirely different approach or means of accomplishing the desired therapeutic effect than products being developed by us and may be more effective
and less costly than the products developed by us. In addition, other forms of medical treatment may be competitive with our products.

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Our Lack Of Manufacturing Experience For Therapeutic Products Means That We Will Have To Incur Substantial Costs To Develop Manufacturing Facilities Or Contract With Third
Parties Over Whom We Will Have Limited Control

While we have manufacturing experience in bioreagents, this experience is not directly applicable to the manufacture of therapeutic products. We have not yet
introduced any therapeutic products and have no manufacturing experience for therapeutic products. To be successful, our products must be manufactured in commercial quantities in compliance with
regulatory requirements and at acceptable costs. We do not currently have facilities for the production of our products under development and will initially obtain the small amount of products we
require for clinical trials from contract manufacturing companies. In order to manufacture our products in commercial quantities, we will need to develop our own manufacturing facilities or contract
with third parties to manufacture our products, as is currently the case for HspE7. We may not be able to reach satisfactory arrangements with any third party manufacturers in the future. Currently,
Covance is the sole active ingredient supplier of our HspE7 product candidate. If for any reason Covance delays the supply of our HspE7 product candidate, we may have to delay clinical trials. If we
cannot contract for large-scale manufacturing capabilities on acceptable terms, or if we encounter delays or difficulties with manufacturers, we may not be able to conduct clinical trials as planned.

If
we were to develop our own commercial manufacturing facilities, substantial additional funds beyond what we have currently available would be required. Additional management and
technical personnel who have manufacturing experience would also have to be retained. All manufacturing facilities for products to be marketed in the U.S. and Canada must comply with applicable
regulations of the U.S. Food and Drug Administration and the Health Protection Branch of the Department of Health and Welfare Canada. We may not be able to make the transition to commercial
production. In addition, production of our products may require raw materials for which the sources and amount of supply are limited. An inability to obtain adequate supplies of such raw materials
could significantly delay the development, regulatory approval and marketing of our products.

We Have Yet To Market Or Sell Any Pharmaceutical Products

Our pharmaceutical products have not been approved for sale by any regulatory agencies. Although we sell bioreagents, we have never marketed or sold any
pharmaceutical product. In order to market or co-market our product candidates, we will need to hire a significant number of people with relevant pharmaceutical experience to staff our
sales force and marketing group, or possibly obtain such capabilities through arrangements with strategic partners. If we cannot develop the required marketing and sales expertise internally or
through our partnering arrangements, our ability to generate revenue from product sales will be limited. We cannot guarantee that we will be able to enter into marketing or sales arrangements with
strategic partners on terms favorable to us, or at all. If we are able to enter into marketing and selling arrangements with collaborative partners, we cannot assure you that such marketing
collaborators will apply adequate resources and skills to their responsibilities, or that their marketing efforts will be successful.

Our Success Depends On Our Ability To Attract And Retain Qualified Personnel

We depend on certain members of our management and scientific team. The loss of any of these individuals may prevent us from achieving our business objective
of commercializing our product candidates. Our future success will also depend in large part on our continued ability to attract and retain other highly qualified scientific, technical and management
personnel, as well as personnel with expertise in clinical testing and government regulation. We face competition for personnel from other companies, universities, public and private research
institutions, government entities and other organizations. If we are unsuccessful in our recruitment and retention efforts, our business operations will suffer.

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We Will Depend Upon the Availability of Reimbursement From Third-Party Payors Who Are Increasingly Challenging The Price And Examining The Cost Effectiveness Of Medical
Products And Services

Sales of our products will depend in part upon the availability of reimbursement from third-party payors, including government health administration
authorities, managed care providers, private health insurers and other organizations. These third-party payors are increasingly attempting to contain costs by challenging the price and examining the
cost effectiveness of products and services and limiting the coverage and level of reimbursement for new pharmaceutical products. Adequate third-party reimbursement may not be available to enable us
to maintain price levels sufficient to realize an appropriate return on our investment in product development. Governments continue to propose and pass legislation designed to reduce the cost of
healthcare. This legislation could further limit reimbursement. If the government and third-party payors fail to provide adequate coverage for our products, the market acceptance of our products may
be adversely affected.

Our Product Candidates Subject Us To The Risk Of Product Liability Claims For Which We May Not Be Able To Obtain Adequate Insurance Coverage

Since we conduct clinical trials on humans, we face the risk that use of our product candidates could result in harm to the test subjects. We have only limited
amounts of product liability insurance for our clinical trials and we may not be able to maintain sufficient insurance coverage for any of our proposed clinical trials. We may not be able to obtain or
maintain product liability insurance on acceptable terms or with adequate coverage against potential liabilities. This type of insurance is expensive, difficult to obtain and may not be available in
the future on acceptable terms, or at all. If we cannot obtain sufficient insurance coverage on reasonable terms, or otherwise protect ourselves against potential product liability claims, the
commercialization of our potential products could be inhibited or prevented. We may not have sufficient resources to pay for any liabilities resulting from a claim beyond the limit of our insurance
coverage.

Our Share Price Has Been And Is Likely To Continue To Be Highly Volatile

Our share price has been highly volatile in the past and is likely to continue to be volatile. In general, the share price of biotechnology companies tends to
be volatile. Factors such as the announcement of technological innovations, new commercial products, patents, securing exclusive rights to certain technologies, the announcement of results of clinical
tests by us or our competitors, regulations, publications, financial results, public concerns over the risks of biotechnology, future sales of shares by us or our shareholders and many other elements
could materially affect the price of our shares.

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PART IIOTHER INFORMATION

Items 1 through 6: Not Applicable

SIGNATURES

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

|                   | Stressgen Biotechnologies Corporation                                                                                                                                                        
|------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: May 14, 2001 | /s/ DONALD D. TARTREDonald D. Tartre, Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer
duly authorized to sign this report on behalf of the registrant)

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