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, 2001

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

For the transition period from _____________ to _______________

Commission file number: 0-22865
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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.)

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

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

21550 Oxnard Street, Suite 830, Woodland Hills, California 91367
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(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
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State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: AS OF FEBRUARY 12,
2002, 34,644,609 SHARES OF THE ISSUER'S COMMON STOCK, $0.05 PAR VALUE PER
SHARE, WERE OUTSTANDING.

Transitional Small Business Disclosure Format (check one):

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

PART I FINANCIAL INFORMATION PAGE NO.

Item 1. Financial Statements:

Consolidated Balance Sheets - March 31, 2001 and December 31, 2001
(unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .2

Consolidated Statements of Operations - for the Three Months Ended
December 31, 2000 and 2001 (unaudited) . . . . . . . . . . . . . . . . .3

Consolidated Statements of Operations - for the Nine Months Ended
December 31, 2000 and 2001 and cumulative amounts from inception
through December 31, 2001 (unaudited). . . . . . . . . . . . . . . . . .4

Consolidated Statements of Cash Flows - for the Nine Months Ended
December 31, 2000 and 2001 and cumulative amounts from inception
through December 31, 2001 (unaudited). . . . . . . . . . . . . . . . . .5

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

Item 2. Management's Discussion and Analysis or Plan of Operation. . . 16

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 19

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 20

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

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

ASSETS

MARCH 31, 2001 DECEMBER 31, 2001
CURRENT ASSETS (AUDITED) (UNAUDITED)
-------------- -----------------

CURRENT ASSETS
Cash and cash equivalents $ 215,810 $ 29,508
Other current assets 18,728 12,366
------------ ------------

TOTAL CURRENT ASSETS 234,538 41,874
------------ ------------

PROPERTY AND EQUIPMENT, NET 12,089 3,137
------------ ------------

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

TOTAL ASSETS $ 249,667 $ 48,051
============ ============

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
Accounts payable $ 16,860 $ 60,183
Accrued liabilities 249,946 404,946
------------ ------------

TOTAL CURRENT LIABILITIES 266,806 465,129
------------ ------------

COMMITMENTS AND CONTINGENCIES (Note 3)

SHAREHOLDERS' EQUITY (DEFICIENCY)
Preferred stock $0.10 par value, 50,000,000
shares authorized, no shares issued or
outstanding - -
Common stock $0.05 par value, 100,000,000
shares authorized, 43,042,856 and 33,264,252
shares issued and outstanding at March 31 and
December 31, respectively 2,152,143 2,152,143
Additional paid-in-capital 3,094,099 3,976,920
Note receivable from affiliate, net (54,048) (66,876)
Deficit accumulated during the development stage (5,209,333) (6,479,265)
------------ ------------

TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (17,139) (417,078)
------------ ------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY (DEFICIENCY) $ 249,667 $ 48,051
============ ============

See accompanying notes

AMERIMMUNE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 2001
(unaudited)

THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, 2000 DECEMBER 31, 2001
----------------- -----------------

COSTS AND EXPENSES
Research and development $ 53,146 $ 154,026
General and administrative 147,806 492,185
------------ ------------

OPERATING LOSS (200,952) (646,211)

OTHER INCOME (EXPENSE)
Interest income 15,632 8,815
Interest expense (2,913) (239)
------------ ------------

12,719 8,576
------------ ------------

LOSS BEFORE PROVISION
FOR INCOME TAXES (188,233) (637,635)

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

NET LOSS $ (188,233) $ (637,635)
============ ============

NET LOSS PER COMMON SHARE - BASIC
AND DILUTED $ (0.004) $ (0.02)
============ ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 43,042,856 33,264,252
============ ============

See accompanying notes

AMERIMMUNE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 2001
AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
THROUGH DECEMBER 31, 2001
(unaudited)

NINE MONTHS NINE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
DECEMBER 31, 2000 DECEMBER 31, 2001 INCEPTION
----------------- ----------------- ---------

COSTS AND EXPENSES
Research and development $ 245,345 $ 393,996 $ 2,053,904
General and administrative 485,924 887,686 4,567,496
------------ ------------ ------------

OPERATING LOSS (731,269) (1,281,682) (6,621,400)

OTHER INCOME (EXPENSE)
Interest income 43,317 15,113 165,375
Interest expense (4,730) (1,763) (17,640)
------------ ------------ ------------

38,587 13,350 147,735
------------ ------------ ------------

LOSS BEFORE PROVISION
FOR INCOME TAXES (692,682) (1,268,332) (6,473,665)

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

NET LOSS $ (694,282) $ (1,269,932) $ (6,479,265)
============ ============ ============

NET LOSS PER COMMON SHARE - BASIC
AND DILUTED $ (0.02) $ (0.03)
============ ============

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING - BASIC AND DILUTED 43,042,856 39,522,559
============ ============

See accompanying notes

AMERIMMUNE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED DECEMBER 31, 2000 AND 2001
AND CUMULATIVE AMOUNTS FROM APRIL 10, 1998 (Date of Inception)
THROUGH DECEMBER 31, 2001
(unaudited)

NINE MONTHS NINE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
DECEMBER 31, 2000 DECEMBER 31, 2001 INCEPTION
----------------- ----------------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (694,282) $ (1,269,932) $ (6,479,265)

ADJUSTMENTS TO RECONCILE NET LOSS
TO NET CASH USED BY OPERATING ACTIVITIES
Noncash transactions:
Depreciation and amortization 8,835 8,952 32,404
Reserve for note receivable from
affiliate - - 115,600
Fair value of stock and an option issued
in exchange for services and
trademark rights - - 814,000
Fair value of stock issued to prospective
officers - - 142,500
Fair value of stock transferred to a
prospective officer by a principal
shareholder - - 90,000
Fair value of stock and an option
transferred by a principal shareholder
in exchange for services - - 452,000
Fair value of stock options issued in exchange
for services - - 9,996
Modification of stock options - - 383,794
Fair value of warrant issued in exchange
for stock options 382,821 382,821
Changes in assets and liabilities:
Other current assets 23,973 6,361 (12,367)
Deposits - - (3,040)
Accounts payable and accrued expenses 27,720 198,323 465,129
------------ ------------ ------------
Total adjustments 60,528 596,457 2,872,837
------------ ------------ ------------
NET CASH USED BY OPERATING ACTIVITIES (633,754) (673,475) (3,606,428)
------------ ------------ ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Sales of marketable securities 618,360 - -
Purchases of property and equipment (466) - (35,541)
Loan to an affiliate (9,167) (12,827) (182,475)
------------ ------------ ------------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 608,727 (12,827) (218,016)
------------ ------------ ------------

Continued on next page

NINE MONTHS NINE MONTHS CUMULATIVE
ENDED ENDED AMOUNTS FROM
DECEMBER 31, 2000 DECEMBER 31, 2001 INCEPTION
----------------- ----------------- ---------

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from sale of common
stock and warrants - 500,000 3,853,952
------------ ------------ ------------

NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (25,027) (186,302) 29,508
------------ ------------ ------------

CASH AND CASH EQUIVALENTS,
Beginning of Period 522,649 215,810 -
------------ ------------ ------------
CASH AND CASH EQUIVALENTS,
Ending of Period $ 497,622 $ 29,508 $ 29,508
============ ============ ============

See accompanying notes

AMERIMMUNE PHARMACEUTICALS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001

1. BUSINESS AND BASIS OF PRESENTATION

BUSINESS AND ORGANIZATION

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

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

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

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

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

BASIS OF PRESENTATION AND MANAGEMENT PLAN

The accompanying consolidated financial statements of the Company have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial statements and with the instructions to
Form 10-QSB on the basis of a going concern. Certain notes and other
information have been condensed or omitted from the interim financial
statements presented in this report. Accordingly, they do not include all
of the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements.
In the opinion of management, the financial statements reflect all
adjustments considered necessary for a fair presentation. The results of
operations for the nine months ended December 31, 2001 are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-KSB for the period ended
March 31, 2001 as filed with the Securities and Exchange Commission. All
significant intercompany balances and transactions have been eliminated in
consolidation.

The Company is a development stage pharmaceutical research company and has
not generated any revenues from operations for the period from April 10,
1998 (the date that British Lion commenced operations) through December 31,
2001. The Company has devoted substantially all of its resources to the
acquisition of a license, research and development of Cytolin(R), and
expenses related to the startup of its business. The Company has been
unprofitable since inception and expects to incur substantial additional
operating losses for the next twelve months, as well as for the next few
years, as it increases expenditures on its research and development
activities and allocates significant and increasing resources to clinical
testing, marketing and other activities.

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

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company estimates that it
will require significant additional funding over the next three years to
continue operations and to successfully complete the FDA approval process
for Cytolin(R). The Company believes that additional funds will be needed
to fund operations after May 31, 2002. The Company has established plans
designed to increase the capitalization of the Company and is actively
seeking additional capital that will provide funds needed to increase the
internal growth of the Company in order to fully implement its business
plans. There can be no assurances that such additional capital will be
available to the Company on favorable terms, if at all. The failure of the
Company to obtain additional funding if and when required would have a
material adverse effect on the Company's ability to fulfill its business
plan, continue its operations and meet its financial commitments.

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, 2001, substantially all cash and cash
equivalents were on deposit with one financial institution.

PROPERTY AND EQUIPMENT

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

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

RESEARCH AND DEVELOPMENT

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

NET LOSS PER SHARE

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

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

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

COMPREHENSIVE INCOME

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

SEGMENT INFORMATION

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

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amount of cash and cash equivalents is assumed to be fair
value because of the liquidity of these instruments. Accounts payable and
accrued expenses approximate fair value because of the short maturity of
these instruments.

USE OF ESTIMATES

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

3. COMMITMENTS AND CONTINGENCIES

TERMINATION, SALE AND SHAREHOLDER AGREEMENT

Allen D. Allen ("Allen") is the present owner of all United States patent
and foreign patent rights to the technology and know-how under the product
Cytolin(R) ("the "Technology"). In 1994, Allen granted CytoDyn of New
Mexico, Inc. ("CytoDyn"), of which Allen owns 100% of the voting stock, an
exclusive, worldwide license to use the patent rights and technology. In
addition, CytoDyn obtained a trademark name for Cytolin(R).

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

Pursuant to the terms of the Purchase Agreement, CytoDyn agreed to
relinquish the exclusive license to use the technology and patents
previously granted to it by Allen in exchange for 4,280,387 shares of the
Company's common stock. In addition, Allen agreed to sell all United
States Patent rights, foreign patent rights, and all technological

know-how underlying the product, Cytolin(R), to Three R in exchange for
$1,350,000, payable monthly over a fifteen year period. Payments to Allen
commenced and the Company assumed the obligation to Allen, as part of the
Patent and Trademark License Agreement discussed below, upon completion of
the Transaction.

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

In February 2000, the Company entered into a Conditional License Agreement
discussed below, with Allen and CytoDyn, which is designed to preserve the
Company's rights to the technology in the event that the technology
reverted to or was acquired by Allen and CytoDyn.

In May 2001, the dispute between Allen, CytoDyn and Three R was settled.
As a result of the settlement, Allen and CytoDyn acquired 9,778,604 shares
of the Company's common stock from Three R, and all of Three R's rights,
title, and interest in, to and under the Purchase Agreement may have been
assigned to Allen and CytoDyn.

CONSULTING AGREEMENT - RESEARCH AND DEVELOPMENT

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

PATENT AND TRADEMARK LICENSE AGREEMENT

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

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

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

payment in excess of the minimum due, it would abandon the rights acquired
through the Purchase agreement.

In May 2001, the dispute between Allen, CytoDyn and Three R, discussed
above, was settled, and Allen and CytoDyn acquired 9,778,604 shares of the
Company's common stock. Also as a result of the settlement, all of Three
R's rights, title, and interest in, to and under the License Agreement may
have been assigned to Allen and CytoDyn. If so, pursuant to the terms of
the Conditional License Agreement discussed below, the Company is obligated
to pay Allen and CytoDyn as successor Licensor pursuant to the terms of the
License Agreement.

During fiscal 1999, the Company accrued research and development expenses
of $166,000 in connection with the minimum payments due to Allen through
February 23, 2001. The payments were discounted to their fair value of
$166,000 by applying an imputed interest rate of 8% to future cash
outflows. As of December 31, 2001, all of the minimum payments had been
made to Allen.

CONDITIONAL LICENSE AGREEMENT

In February 2000, the Company entered into a Conditional License Agreement
with Allen and CytoDyn which is designed to preserve the Company's rights
to the technology in the event that the technology that is the subject of
both the Purchase Agreement and the License Agreement, in the event that
Three R's rights to such technology reverted to or was acquired by Allen
and CytoDyn. The Conditional License Agreement further stipulates that any
and all Company stock, awarded or returned to Allen or CytoDyn as a result
of the dispute between Allen, CytoDyn and Three R, be returned immediately
by Allen to the Company. The Company agreed to pay Allen and CytoDyn the
incremental costs and expenses in acquiring such shares of Company stock.

In consideration for entering into the Conditional License Agreement, the
Company advanced CytoDyn an additional $50,000 pursuant to the terms of a
Loan Agreement which was previously entered into whereby the Company loaned
CytoDyn $100,000 (See Note 4). At December 31, 2001 and March 31, 2001,
the note receivable of $150,000, which is collateralized by shares of the
Company's stock, plus accrued interest of $32,476 at December 31, 2001 and
$19,648 at March 31, 2001, was classified as a reduction of shareholders'
equity. At December 31, 2001 and March 31, 2001, the Company reserved
$115,600 against the note receivable and accrued interest to reflect the
fair market value of the collateral shares of the Company's stock.

In May 2001, the dispute between Allen, CytoDyn and Three R was settled The
Company is currently evaluating the terms of such settlement. As a result
of the settlement, Allen and CytoDyn acquired 9,778,604 shares of the
Company's common stock, and all of Three R's rights, title, and interest
in, to and under the License

Agreement and the Purchase Agreement may have been assigned to Allen and
CytoDyn. If so, pursuant to the terms of the Conditional License
Agreement, the Company is obligated to pay Allen and CytoDyn as successor
Licensor pursuant to the terms of the License Agreement.

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

The Company has received a claim from CytoDyn and Allen that, pursuant to
the Conditional License Agreement among them, the Company has breached an
alleged obligation under the Conditional License Agreement to allow him to
inspect the Company's manufacturing processes. The Company has disputed
Allen's alleged inspection rights. In the event that Allen and CytoDyn are
successful in any efforts to terminate the Conditional License Agreement,
the License Agreement with Three R and/or any other rights of the Company
to utilize the technology that is the subject of such agreement, the
Company's business, financial position and prospects would be materially
and adversely affected.

MANAGEMENT AGREEMENT

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

In September 2000, five current or former officers and/or directors of the
Company were served with a Complaint ("the Complaint") filed by WCCS, one
of the plaintiffs, in the Superior Court of California ("the Action"). The
Company was not named as a defendant.

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

The allegations of the Complaint involve acts relating to: (1) the
Company's cancellation in November 1999, of the Management Agreement with
plaintiff WCCS, and (2) the cancellation and rescission of a technology
licensing agreement by co-defendant CytoDyn. The Complaint alleges that
certain Company officers and directors (as well as

officers and directors of CytoDyn) made libelous and slanderous statements
about the background and competency of certain plaintiffs, who are officers
and shareholders of WCCS. It alleges that these statements caused the
Company to cancel its Management Agreement with WCCS and CytoDyn to cancel
its technology licensing agreement with plaintiff Three R. In May 2001,
Three R, WCCS, Allen and CytoDyn settled the claims among them. See
Conditional License Agreement section above.

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

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

4. RELATED PARTY TRANSACTIONS

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

During the period from inception (April 10, 1998) through December 31,
2001, the Company paid consulting fees of $88,042 to Allen for providing
scientific expertise regarding the development of Cytolin(R), $264,844
pursuant to the Patent and Trademark License Agreement, and $30,000 in
consulting fees in connection with the Phase I Testing of Cytolin(R).

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

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

During June 1999, the Company loaned CytoDyn $100,000 to facilitate payment
by CytoDyn of certain legal and office expenses and to facilitate repayment
to the Company by CytoDyn of previous advances. In February 2000, the
Company loaned CytoDyn an additional $50,000 under the same terms and
conditions as the original loan, as consideration for entering into the
Conditional License Agreement (see Note 3). The loans bore interest at a
rate of 8% per annum and were due, together with accrued interest, on or
before February 23, 2001. If the loans and accrued interest were not paid
by February 23, 2001, the loans plus accrued interest bear interest at a
rate of 10% per annum going forward. The loans are secured by 450,000
shares of Company common stock, which are owned by CytoDyn. The loans were
not paid on February 23, 2001 and CytoDyn has indicated that it would
return the 450,000 shares. Accordingly, at December 31, 2001 and March 31,
2001, the Company reserved $115,600 against the note receivable and accrued
interest to reflect the fair market value of the collateral shares of the
Company's stock.

5. ISSUANCE OF WARRANTS

In July 2001, the Company entered into a Warrant Purchase Agreement
("Warrant Agreement") with Maya LLC ("Maya"), a limited liability company
of which Rex H. Lewis ("Lewis"), the Company's president and chief
executive officer, is the manager. The Warrant Agreement stipulates that
Maya will purchase an initial warrant for $125,000 and will be entitled to
purchase additional warrants in up to three separate closings of no less
than $125,000 per closing during the 12-month period ending in July 2002.
Each warrant has an exercise price of $.20 per share of common stock, and
expires 10 years from the date of issuance of the warrant. The number of
shares of common stock underlying each warrant has been calculated using a
valuation prepared by an independent valuation consultant, and it has been
determined that each warrant to purchase one share of common stock had a
value of $.02.

As of December 31, 2001, Maya had purchased $500,000 of warrants pursuant
to the Warrant Agreement, and accordingly, warrants to purchase an
aggregate of 25,000,000 shares of the Company's common stock have been
issued to Maya.

The Company has previously granted to Lewis, options to purchase up to
6,380,357 shares of common stock of the Company at an exercise price of
$0.22 per share. In November 2001, the Company entered into an agreement
with Lewis whereby he agreed to cancel the existing options in exchange for
a warrant to purchase up to 6,380,357 shares of the Company's common stock
at an exercise price of $0.22. The value of the warrant was calculated to
be $382,821, using the Black-Scholes pricing model. In connection with
this transaction the Company recorded a non-cash general and administrative
expense of $382,821. In December 2001 Lewis assigned the warrant to Maya.

6. SUBSEQUENT EVENT

In February 2002, Maya exercised its right under the Warrant Agreement,
discussed above, to purchase 1,380,357 shares of the Company's common stock
at an exercise price of $.20 per share for a total price of $276,071.

PART I

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

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

Plan of Operation
- -----------------

The Company (for purposes of this section, the term the "Company"
includes the predecessor entity to its current operations, British Lion) is
a development stage pharmaceutical research company and has not generated
any revenues from operations for the period from April 10, 1998 (the date
that British Lion commenced operations) through December 31, 2001. The
Company is engaged in the pharmaceutical research business with the primary
purpose of developing Cytolin(R), a drug designed to protect the immune
system, especially in patients suffering from Human Immunodeficiency Virus
(HIV). The Company believes that Cytolin(R) may be an important drug for
the growing number of patients who have not been receiving treatment, for
those who are on multi-drug therapy, and for those who have become
resistant to drugs currently used to treat the HIV/AIDS virus. The Company
intends to seek governmental approval from the Food and Drug Administration
("FDA") for Cytolin(R). The Company has devoted substantially all of its
resources to the acquisition of a license, research and development of
Cytolin(R), and expenses related to the startup of its business. The
Company has been unprofitable since inception and expects to incur
substantial additional operating losses for the next twelve months, as well
as for the next few years, as it increases expenditures on research and
development and allocates significant and increasing resources to clinical
testing, marketing and other activities.

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

began a second private placement of common stock to accredited investors,
which was completed on February 22, 1999. The second private placement was
made on a minimum/maximum "best efforts" basis. The Company raised the
maximum amount of gross proceeds of $3,210,000 (7,633,364 common shares at
approximately $0.42 per share) and paid cash offering expenses of $159,698.
Net cash proceeds from the private placement aggregated $3,050,302. The
Company has commenced a tolerability study for Cytolin(R) after a clinical
protocol was sanctioned by the FDA and the bulk drug was manufactured,
tested, packaged, and released for clinical use. The Company has completed
the submission of related manufacturing records to the FDA.

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

Results of Operations
- ---------------------

For the three months ended December 31, 2001, the Company incurred
$154,026 in research and development expenses, $492,185 in general and
administrative expenses and earned $8,576 in interest income net of
interest expense, resulting in a net loss of $637,635. The expenses
incurred during this period relate primarily to commencement of research
activities, regulatory and administrative expenses.

For the three months ended December 31, 2000, the Company incurred
$53,146 in research and development expenses, $147,806 in general and
administrative expenses and earned $12,719 in interest income net of
interest expense, resulting in a net loss of $188,233. The expenses
incurred during this period relate primarily to commencement of research
activities, regulatory and administrative expenses.

For the nine months ended December 31, 2001, the Company incurred
$393,996 in research and development expenses, $887,686 in general and
administrative expenses and earned $11,750 in interest income net of taxes
and interest expense, resulting in a net loss of $1,269,932. The expenses
incurred during this period relate primarily to commencement of research
activities, regulatory and administrative expenses.

For the nine months ended December 31, 2000, the Company incurred
$245,345 in research and development expenses, $485,924 in general and
administrative expenses and earned $36,987 in interest income net of taxes
and interest expense, resulting in a net loss of $694,282. The expenses
incurred during this period relate primarily to commencement of research
activities, regulatory and administrative expenses.

From April 10, 1998 (date of inception) to December 31, 2001, the
Company incurred $2,053,904 in research and development expenses,
$4,567,496 in general and administrative expenses and earned $142,135 in
interest income net of taxes and interest expense, resulting in a net loss
of $6,479,265 (which included significant non-cash,

general and administrative expenses aggregating $1,498,500 related
primarily to issuance of securities in exchange for services for the period
ended March 31, 1999). The expenses incurred during inception to December
31, 2001 relate primarily to the commencement of business operations, the
acquisition of a license, fundraising activities and merger expenses.

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

Capital Resources and Liquidity
- -------------------------------

From the commencement of operations of April 10, 1998 to December 31,
2001, the Company had no operating revenues and incurred net losses of
$6,479,265. At December 31, 2001, the Company had negative working capital
of $423,255. The Company requires significant capital to conduct the
research and development and preclinical and clinical testing of Cytolin(R)
that is necessary in order to complete the FDA approval process.
Management of the Company does not expect to generate revenue from
operations within the next year. The Company believes that additional
funds will be needed to fund operations after May 31, 2002. There can be
no assurance that such additional capital will be available to the Company
on favorable terms, if at all. The failure of the Company to obtain
additional funding if and when required would have a material adverse
effect on the Company's ability to fulfill its business plan, continue its
operations and meet its financial commitments.

In October 1998, the Company entered into a Patent and Trademark
License Agreement (the "License Agreement") with Three R. The Company was
granted an irrevocable, exclusive, worldwide license to use all present and
future patent rights, knowledge and background technology owned by Three R
relating to the product, Cytolin(R). In addition, the License Agreement
granted the Company a sublicense to the trademark Cytolin(R). The License
Agreement was consummated simultaneously with the Company's acquisition of
British Lion. The Company issued 21,936,981 shares of its common stock at
$.001 per share to Three R upon execution of the License Agreement, and the
Company also agreed to assume Three R's obligations to pay Mr. Allen
$1,350,000, payable monthly over a fifteen year period, and fees of $10,000
per year for consulting services under the agreements discussed above
between Three R and Mr. Allen. In May 2001, Mr. Allen and CytoDyn NM may
have been assigned all of Three R's rights, title, and interest in, to and
under the License Agreement pursuant to a settlement agreement among Mr.
Allen, CytoDyn NM and Three R. See Note 3 to Unaudited Consolidated
Financial Statements contained in Item 1. of Part I of this Form 10-QSB
for a description of these agreements and certain potential disputes. The
Company could abandon its patent rights with no further obligations after
minimum payments aggregating $180,000 to Mr. Allen, with one year's notice.
At December 31, 2001, all of the minimum payments had been made to Mr.
Allen.

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

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

Plant, Equipment and Employees
- ------------------------------

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

PART II

ITEM 1. LEGAL PROCEEDINGS

Except as described below, the Company is not a party to any legal
proceedings which management believes are not routine and incidental to its
business or which are material. The Company may in the future be a party
to legal proceedings. See Note 3 to Unaudited Consolidated Financial
Statements contained in Item 1. of Part I of this Form 10-QSB for a
discussion of certain potential disputes.

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

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

The allegations of the Complaint involve acts relating to: (1) the
Company's cancellation in November 1999, of a Management Agreement with
plaintiff WCCS, and (2) the cancellation and rescission of a technology
licensing agreement by co-defendant CytoDyn. The Complaint alleges that
certain Company officers and directors (as well as officers and directors
of CytoDyn) made libelous and slanderous statements about the background
and competency of certain plaintiffs, who are officers and shareholders of
WCCS. It alleges that these statements caused the Company to cancel its
Management Agreement with WCCS and CytoDyn to cancel its technology
licensing agreement with plaintiff Three R. In May 2001, Three R, WCCS,
Mr. Allen and CytoDyn NM settled the claims among them. See Note 3 to
Unaudited Consolidated Financial Statements contained in Item 1. of Part I
of this Form 10-QSB.

The Company and the defendants have retained counsel to defend the
five defendants, and the Company will indemnify the defendants for fees and
expenses incurred in their defense. The Company has received coverage for
the acts alleged in the

Complaint from its insurance company under a general liability policy.

The Company has received a claim from CytoDyn and Allen that, pursuant
to the Conditional License Agreement among them, the Company has breached
an alleged obligation under the Conditional License Agreement to allow him
to inspect the Company's manufacturing processes. The Company has disputed
Allen's alleged inspection rights. In the event that Allen and CytoDyn are
successful in any efforts to terminate the Conditional License Agreement,
the License Agreement with Three R and/or any other rights of the Company
to utilize the technology that is the subject of such agreement, the
Company's business, financial position and prospects would be materially
and adversely affected.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

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

3.1 Amended and Restated Articles of Incorporation.(1)

3.2 Amended and Restated By-Laws.(1)

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

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

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

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

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

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

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

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

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

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

16.0 Letter on change in certifying accountant. (7)

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

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

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

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

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

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

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

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

During the three months ended December 31, 2001, the Company filed no
Current Reports on Form 8-K.

SIGNATURES
----------

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

AMERIMMUNE PHARMACEUTICALS, INC.

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

Chairman of the Board
/s/ O.B Parrish and Director February 26, 2002
- -------------------------
O.B. Parrish

/s/ Deborah Garrett Kalof Chief Financial Officer February 26, 2002
- -------------------------
Deborah Garrett Kalof, M.B.A., C.P.A.