UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form 10-Q

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

                  For the quarterly period ended June 30, 2004
                                       OR

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

              For the transition period from _________ to _________
                          Commission File No. 000-30603

                                  HIV-VAC, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                                        86-0876846
            ------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
                                 14 Laurel Blvd,
                       Collingwood, Ontario Canada L9Y 5A8
                       -----------------------------------
          (Address of principal executive offices, Including zip code)

                                 (705) 446-7242
                                 --------------
               Registrant's telephone number, including area code


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 |_| No |X|

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes |_|
No |_|

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company, as
defined by Rule 12b-2 of the Exchange Act: (Check one):

 Large accelerated filer |_|            Accelerated filer |_|
 Non-accelerated filer |_|              Smaller reporting company |X|

Indicate by a check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act. Yes |_| No |X|

The number of shares of Common Stock outstanding was 10,430,652 as of August 05,
2011.

<PAGE>


                                  HIV-VAC, INC.
                          (A Development Stage Company)

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEET AS OF JUNE 30, 2004 (UNAUDITED)             3

         CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED
          JUNE 30, 2004 AND 2003 AND SIX MONTHS ENDED JUNE 30, 2004 AND
          2003 AND PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
          JUNE 30, 2004 (UNAUDITED)                                          4

         CONDENSED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED
          JUNE 30, 2004 AND 2003 AND PERIOD FROM JANUARY 10, 1997
          (DATE OF INCEPTION) TO JUNE 30, 2004 (UNAUDITED)                 5-6

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)               7-12

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                        13-14

ITEM 3. QUANTATIVE AND QUALATIVE DISCLOSURE ABOUT MARKET RISK               15

ITEM 4. CONTROLS AND PROCEDURES                                             15

PART II-- OTHER INFORMATION                                                 16

ITEM 1. LEGAL PROCEEDINGS                                                   16

ITEM 1A RISK FACTORS                                                        16

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS         16

ITEM 3. DEFAULTS UPON SENIOR SECURITIES                                     16

ITEM 4. REMOVED OR RESERVED                                                 16

ITEM 5. OTHER INFORMATION                                                   16

ITEM 6. EXHIBITS                                                            16
Exhibit 31.1
Exhibit 32.1


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            BALANCE SHEET (Unaudited)
                                     ASSETS
                                                     June 30,     September 30,
                                                       2004            2003
                                                  -------------   -------------
Current Assets
  Cash and equivalents                            $       2,609   $       3,706
  Prepaid expenditure                                    44,755          19,972
                                                  -------------   -------------
     Total current assets                                47,364          23,678
                                                  -------------   -------------

Furniture and equipment, net                              9,734          16,634
                                                  -------------   -------------
Other Assets
  Intangible assets, net                                104,065         115,627
                                                  -------------   -------------
Total assets                                      $     161,163   $     155,939
                                                  =============   =============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Accounts payable Related parties                   317,749         200,659
     Accrued Libilities                                  39,000          14,000
     Related parties                                    494,821         431,064
                                                  -------------   -------------
     Total Current Liabilities                          851,570         645,723
                                                  -------------   -------------
Stockholders' Deficit
   Preferred stock, $0.01 par value;
    10,000,000 shares authorized Series A,
    non-preferential; 10,000 issued and
    outstanding                                             100             100
   Series B, convertible, non-preferential;
    1,000,000 and 1,000.000 shares issued
    and outstanding, respectively                        10,000          10,000
   Common stock, $0.001 par value;
    500,000,000 shares authorized;
    9,831,669 and 9,406,669 shares issued
    and outstanding, respectively                         9,831           9,407
   Additional paid in capital                         6,435,925       6,393,851
   Deficit accumulated during the
    development stage                                (7,095,988)     (6,870,884)
   Treasury stock, at cost; 1,016 common stock
   and 700,000 Preferred Stock, Series B                 (8,767)         (8,767)
   Accumulated other comprehensive loss                 (41,508)        (23,491)
                                                  -------------   -------------
    Total stockholders' deficit                        (690,407)       (489,784)
                                                  -------------   -------------
    Total liabilities and stockholders' deficit   $     161,163   $     155,939
                                                  =============   =============

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>


                                  HIV-VAC, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
 FOR THE THREE MONTHS ENDED JUNE 30, 2004 & 2003, THE NINE MONTHS ENDED JUNE 30,
    2004 & 2003 AND FOR THE PERIOD FROM JANUARY 10, 1997 (INCEPTION) TO JUNE
                              30, 2004 (UNAUDITED)

                                                                                              Period from
                                                                                              January 10,
                                                                                                 1997
                                         Three Months Ended          Nine Months Ending       (Inception)
                                      ------------------------    ------------------------        to
                                       June 30,      June 30,      June 30,      June 30,      June 30,
                                         2004          2003          2004          2003          2004
                                      ----------    ----------    ----------    ----------    ----------
<S>                                   <C>           <C>           <C>           <C>           <C>
Expenses
  Research and development costs          20,913        73,766        69,540       221,418      16740287
  General and administrative               6,433        12,831        56,376        93,861       722,034
  Legal fees                               1,000        18,000        17,000        38,000     1,498,528
  Licensing fees                            --            --            --            --         635,500
  Patent fees                             22,378        19,968        64,726        57,991     1,717,257
  Depreciation and amortization            6,154         6,154        18,462        18,462       119,618
  Loss from disposal of assets              --            --            --            --          30,195
                                      ----------    ----------    ----------    ----------    ----------
                                          56,878       130,719       225,104       429,732     6,396,419
                                      ----------    ----------    ----------    ----------    ----------
    Loss from operations                 (56,878)     (130,719)     (225,104)     (429,732)   (6,396,419)
                                      ----------    ----------    ----------    ----------    ----------
Other Income (Expense)
  Other expenses                            --            --            --            --        (261,162)
  Interest income                           --            --            --            --           3,774
                                      ----------    ----------    ----------    ----------    ----------
    Total other income (expense)            --            --            --            --        (257,388)
                                      ----------    ----------    ----------    ----------    ----------

    Loss from continuing operations      (56,878)     (130,719)     (225,104)     (429,732)   (6,653,807)
Loss from Discontinued Operations           --            --            --            --        (432,181)
                                      ----------    ----------    ----------    ----------    ----------

     Net loss                            (56,878)     (130,719)     (225,104)     (429,732)   (7,085,988)
                                      ==========    ==========    ==========    ==========    ==========
Foreign Currency Translation
 Adjustment                                4,616        (7,390)      (18,017)      (13,156)      (41,508)

    Comprehensive Loss                   (52,262)     (138,109)     (243,121)     (442,888)   (7,127,496)
                                      ==========    ==========    ==========    ==========    ==========

Loss per weighted-average share
 of common stock outstanding -
 basic and diluted                    $    (0.01)   $    (0.01)   $    (0.02)   $    (0.05)
                                      ==========    ==========    ==========    ==========

Weighted average number of
 common shares outstanding
 during period - basic and diluted     9,831,669     9,394,361     9,780,295     8,887,071
                                      ==========    ==========    ==========    ==========
</TABLE>
See accompanying notes to unaudited condensed financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENT OF CASH FLOWS
       FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003 AND FOR THE PERIOD
               FROM JANUARY 10, 1997 (INCEPTION) TO JUNE 30, 2004
                                   (UNAUDITED)

                                                       Period from
                                                       January 10,
                                                          1997
                                                       (Inception)    For the Nine Months Ended
                                                           to        --------------------------
                                                        June 30,       June 30,       June 30,
                                                          2004           2004           2003
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
Cash Flows From Operating Activities:
  Net loss                                            $(7,085,988)      (225,104)   $  (429,732)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                        119,618         18,462         18,462
     Officers' compensation capitalized                   100,000           --             --
     Other expenses relating to Noveaux acquisition       261,163           --             --
     Issuance of stock for licensing fees                 635,500           --             --
     Issuance of stock for  directors and officers
     compensation                                         110,100           --           50,100
     Issuance of stock for patent fees                  1,500,000           --             --
     Issuance of stock for fees and current debt        2,439,300         42,500        247,300
     Issuance of stock for note payable                   140,000           --             --
     Increase  in prepaid expenditure                     (44,754)       (24,783)       (21,884)
     (Decrease) in notes payable                         (140,000)          --             --
     Increase in payable and accrued  liabilities         301,761        124,072        118,440
                                                      -----------    -----------    -----------
Net Cash Used in Operating Activities                  (1,663,300)       (64,853)       (17,314)
                                                      -----------    -----------    -----------

Cash Flow From Investing Activities:
   Purchase of patent rights                              (85,000)          --             --
   Purchase of furniture and equipment                    (48,416)          --             --
   Purchase of treasury stock                             (11,767)          --             --
   Cash acquired in acquisition                           120,272           --             --
                                                      -----------    -----------    -----------
Net Cash Used in Investing Activities                     (24,911)          --             --
                                                      -----------    -----------    -----------

Cash Flows from Financing Activities:
   Proceeds from issue of preferred stock series B         10,000           --             --
   Proceeds from issuance of common stock                 689,164           --             --
   Preferred dividends paid                                  --             --             --
   Proceeds from notes payable                            140,000           --             --
   Proceeds from advances from related parties            494,820         63,756           --
   Proceeds from sale of treasury stock and
   warrants                                                15,000           --             --
   Payment of stockholder's loan                             (272)          --             --
   Proceeds from additional paid in capital               342,108           --             --
                                                      -----------    -----------    -----------
Net Cash Provided by Financing Activities               1,690,820         63,756           --
                                                      -----------    -----------    -----------

Net increase (decrease) in cash                             2,609         (1,097)       (17,314)
Cash and equivalents at beginning of period                  --            3,706         18,577
                                                      -----------    -----------    -----------
Cash and equivalents at end of period                 $     2,609    $     2,609    $     1,263
                                                      ===========    ===========    ===========


See accompanying notes to unaudited condensed financial statements.

                                       5
<PAGE>


                                  HIV-VAC, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENT OF CASH FLOWS
       FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003 AND FOR THE PERIOD
               FROM JANUARY 10, 1997 (INCEPTION) TO JUNE 30, 2004
                                   (UNAUDITED)

                                                       Period from
                                                       January 10,
                                                          1997
                                                       (Inception)    For the Nine Months Ended
                                                           to        --------------------------
                                                        June 30,       June 30,       June 30,
                                                          2004           2004           2003
                                                      -----------    -----------    -----------

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Issuance of common shares for Noveaux merger       $   106,525    $      --      $      --
                                                      ===========    ===========    ===========
   Issuance of common shares for LifePlan merger      $    50,000    $      --      $      --
                                                      ===========    ===========    ===========
   Preferred B stock dividend                         $    10,000    $      --      $      --
                                                      ===========    ===========    ===========
   Forgiveness of stockholder debt                    $     7,227    $      --      $      --
                                                      ===========    ===========    ===========

</TABLE>



See accompanying notes to unaudited condensed financial statements.

                                       6
<PAGE>


                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 JUNE 30, 2004.
                                   (UNAUDITED)

The unaudited condensed financial statements of HIV-VAC, Inc. included herein
have been prepared by HIV-VAC pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information or footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
HIV-VAC's management, the accompanying unaudited condensed financial statements
contain all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the financial information included herein. These
financial statements should be read in conjunction with HIV-VAC's audited
financial statements contained in its Annual Report on Form 10-K for the year
ended September 30, 2003.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations: HIV-VAC, Inc. (the "Company"), formerly known as
Personna Records, Inc. (Personna) was incorporated on January 10,1997 in the
State of Nevada. Personna (originally known as Sonic Records, Inc.) was engaged
in the production and distribution of musical records. In April 1998, Personna
merged with Nouveaux Corporation whereby Personna became the surviving
corporation.

Development Stage Enterprise: HIV-VAC Inc reverted to a development stage
enterprise when it disposed of its music recording assets (March 1999) and
commenced the research and development of its HIV vaccine. The Company's
principal activities since March 1999 have included defining and conducting
research programs, conducting animal clinical trials, raising capital and
researching ways to enhance the company's intellectual property. The Company has
not yet commenced human trials.

Going Concern: The Company's financial statements are presented on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has experienced
recurring losses since inception and has negative net working capital and cash
flows from operations. For the years ended September 30, 2003 and 2002, the
Company experienced a net loss of $510,450 and $806,523 respectively.

The Company's ability to continue as a going concern is contingent upon its
ability to secure additional financing, initiate sale of its product, and attain
profitable operations. Management is pursuing various sources of equity
financing. Although the Company plans to pursue additional financing, there can
be no assurance that the Company will be able to secure financing or obtain
financing on terms beneficial to the Company.

The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Furniture and Equipment: Furniture and Equipment are stated at cost. Maintenance
and repairs are expensed in the period incurred; major renewals and betterments
are capitalized. When items of property are sold or retired, the related costs
are removed from the accounts and any gain or loss is included in income.
Depreciation is computed using the straight-line method over the estimated
economic useful lives of 5 years for office equipment and 7 years for office
furniture.

Intangible Assets: Intangible assets consist of licensing rights. The licensing
rights are being amortized using the straight-line method over the remaining
estimated economic useful life of 12 years commencing April 1999. The Company
reviews its long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. An impairment loss would be recognized


                                       7
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

when estimated future cash flows expected to result from the use of the asset
and its eventual disposition are less than its carrying amount.

Cash and Cash Equivalents: For purposes of the cash flow statement, the Company
considers all highly liquid investments with maturities of three months or less
at the time of purchase to be cash equivalents.

Fair Value of Financial Instruments: The carrying amounts reported in the
balance sheets for cash and cash equivalents, accounts receivable, and accounts
payable approximate fair value because of the immediate or short-term maturity
of these financial instruments.

Income Taxes: The Company accounts for income taxes under Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date. No current or deferred income tax expense or benefit were recognized due
to the Company not having any material operations for the years ended September
30, 2003 and 2002.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the finical statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Net Loss Per Common Share: Basic and diluted net loss per common share for the
periods ended June 2004 and 2003 are computed based on the weighted average
common shares outstanding as defined by Statement of Financial Accounting
Standards No. 128, "Earnings per Share". Common stock equivalents have not been
included in the computation of diluted loss per share since the effect would be
anti-dilutive.

Foreign Currency Translation: Assets and liabilities recorded in foreign
currencies are translated at the exchange rate on the balance sheet date.
Translation adjustments resulting from this process are charged or credited to
other comprehensive income. Revenue and expenses are translated at average rates
of exchange prevailing during the year. Gains and losses on foreign currency
transactions are included in other expenses.

Recent Accounting Announcements: The Company has determined that there are no
accounting pronouncements that would have a material impact on the Company's
financial statements.



                                       8
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 - FIXED ASSETS

Fixed Assets consisted of the following:
                                                 June 30,      September 30,
                                                   2004             2003
                                              -------------    -------------
  Furniture                                   $         936    $         936
  Equipment                                          47,480           47,480
                                              -------------    -------------
                                                     48,416           48,416
  Less accumulated depreciation                     (38,682)         (31,782)
                                              -------------    -------------
     Net                                      $       9,734    $      16,634
                                              =============    =============

Depreciation expense for the nine months ended June 30, 2004 and the year ended
September 30, 2002, was $6,900 and $9,200 respectively

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following:
                                                 June 30,      September 30,
                                                   2004             2003
                                              -------------    -------------
  Licensing Rights                            $     185,000    $     185,000
  Less accumulated amortization                     (80,935)         (69,373)
                                              -------------    -------------
     Net                                      $     104,065    $     115,627
                                              =============    =============

Amortization expense for the nine months ended June 30, 2004 and the year ended
September 30, 2003, was $11,562 and $15,418 respectively.

NOTE 4 - LICENSING AGREEMENT.

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited ("Intracell") whereby the Company issued 57,500 shares of common stock,
10,000 shares of preferred stock, stock options to Intracell's stockholders to
purchase at par value, 300,000 shares of the Company's common stock, conditional
on the outcome of three separate events and $85,000 in cash in exchange for the
worldwide licensing rights to an AIDS/HIV vaccine developed by The University of
Birmingham, UK. The options have not been valued since they are subject to
contingencies.


                                       9
<PAGE>

                                  HIV-VAC, INC.
                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

As part of the agreement dated March 15, 1999, the Company agreed to make
minimum royalty payments in advance, of (pound)50,000 ($80,500) to the
University of Birmingham Research and Development Limited commencing January 1,
2002. The minimum payments will remained in effect for the duration of the
utilization of the patents. The Company was unable to make any of these
payments.

       On April 6, 1999, this agreement was amended to include an anti-dilution
clause which provided for Intracell and its stockholders to maintain an equity
position of 60% of the common shares of the Company until the Company had raised
$5 million. Specifically, when the Company issued stock to others, the
anti-dilution clause provides Intracell and its stockholders with the option to
acquire, at par value, a like number of shares thus allowing that Intracell and
its stockholders maintain their 60% interest in the Company. During the year
ended September 30, 2000, the Company issued 31,235 common stock to Intracell
pursuant to the anti-dilution clause. The value of the shares issued to
Intracell were recognized in operations as licensing fees.

       Subsequently, on August 7, 2001, upon determining that the Company had
breached the Intracell license agreement, the Company granted Intracell
3,000,000 shares of common stock at a market value of $1.5 million, the option
to acquire:

     i    2,500,000 shares of common stock at $0.50 per share when Phase I human
          trials begin,

     ii   2,500,000 shares of common stock at $1.00 per share when Phase III
          human trials begin,

     iii  2,500,000 shares of common stock at $2.00 per share when the Company
          receives a product license for the HIV vaccine from any recognized
          government.

The options expire on Sept 1, 2007


NOTE 5 - STOCKHOLDERS' EQUITY

On October 29, 2002, the Company issued 900,000 shares of common stock in
aggregate each to Sheldon Cohen, Linda Fedko and Cliff Bodden as compensation
for services rendered valued at $153,000, and the Company also issued 250,000
shares of common stock to Irwin Rapoport as compensation for services rendered
valued at $42,500. The issuance of these shares were made in reliance upon an
exemption pursuant to Section 4(2) of the Act.

On October 30, 2002, the Company issued a total of 300,000 shares of common
stock each to the directors and officers of the Company. The stock was issued at
$0.167 per share as compensation valued at $50,100 for services rendered to the
Company. These shares were issued in reliance upon an exemption pursuant to
Section 4(2) of the Act.

On April 3, 2003 the Company issued 140,000 common shares to Jeffrey Rinde as
compensation for legal services rendered to the Company. The shares were issued
at $0.37 per share and were issued in reliance upon an exemption pursuant to
Section 4(2) of the Act.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating lease. On May 1, 2004, the Company entered into a lease
          agreement for office facility expiring on April 30, 2005. . The
          minimum lease payments required under the lease is $1,750 per quarter.


                                       10
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

     b)   Stock Options.

          On March 15, 1999, the Company entered into a stock option agreement
          in which the Company granted to Intracell options to purchase an
          aggregate of 300,000 shares under three separate conditional events.
          The Company authorized the exercise of the options as follows:

               1.)  The option to purchase 100,000 Common Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.

               2.)  The option to purchase 100,000 Common Stock at $0.001 per
                    share should the Company commence United States Government
                    Food and Drug Administration ("FDA") Phase III trials of its
                    HIV vaccine.

               3.)  The option to purchase 100,000 Common Stock at $0.001 per
                    share should the Company obtain FDA approval of its HIV
                    vaccine.

               None of the contingencies had been met at June 30, 2004. The
               options expired on April 1, 2004 without being exercised.

               On August 7, 2001, the Company provided Intracell with three
               options to acquire a total of 7,500,000 shares as follows:

               1.   2,500,000 shares of common stock at $0.50 per share when
                    Phase I human trials begin.
               2.   2,500,000 shares of common stock at $1.00 per share when
                    Phase III human trials begin.
               3.   2,500,000 shares of common stock at $2.00 per share when the
                    Company receives a product licence for the HIV vaccine from
                    any recognized government.

               None of the contingencies had been met at June 30, 2004. The
               options expire on September 1, 2007.

     c)   On September 2, 2002 the Company granted Trinity Funding an option to
          acquire 800,000 common shares under a debt settlement agreement. The
          options expired on December 31, 2003 without being exercised.

     d)   Warrants - On July 29, 2002, the Company issued stock warrants to
          acquire 3,000,000 shares of the Company's common stock at $1.50 per
          share. The exercise price of the warrants was reduced to $1.00 on 28
          July 2003. The warrants expired on December 31, 2003 without being
          exercised.

     e)   Royalty Payments under Licensing Agreement - The Company has committed
          to make minimum royalty payments of (pound)50,000 ($80,500) per annum,
          in advance to the University of Birmingham Research and Development
          Limited, commencing January 1, 2002. The minimum payments will remain
          in effect for the duration of the utilization of the patents. As of
          the date if this report, the Company had not made any of the above
          payments.

     f)   Consulting Agreement - Pursuant to the consulting agreement with
          Intracell Vaccines, the Company is committed to pay Intracell Vaccines
          a consulting fee of $20,000 per quarter. Intracell Vaccines has the
          right, due to the Company's failure to make these payments, to
          terminate the consulting agreement.




                                       11
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


NOTE 7 - INCOME TAXES

Due to net operating losses and the uncertainty of realization, no tax benefit
has been recognized for operating losses. At June 30, 2004, net operating losses
of approximately $5,785,000 are available for carry forward against future
years' taxable income and begin expiring in the year 2014. The Company's ability
to utilize its net operating loss carry forwards is uncertain and thus no
valuation reserve has been provided against the Company's net deferred tax
assets.


NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling stockholders in the
amounts of $60,000 for the nine month periods ended June 30, 2004 and $280,000
for the nine months ended June 30, 2003. As of June 30, 2004 and September 30,
2003, the balance due to related party stockholders arising from the normal
course of business was $494,821 and $431,063 respectively.


NOTE 9  -  SUBSEQUENT EVENTS

     a)   The License Agreement was terminated effective December 1, 2007. Under
          the termination agreement, the $566,005 in outstanding royalty
          payments were forgiven.

     b)   On August 23, 2010, the Company entered into an irrevocable agreement
          to acquire 80% of the issued and outstanding share capital of Richard
          Y Lange, a Mexican corporation, through the issue of 8,000,000 of the
          Company's common shares valued at $0.25 per common share. Under the
          agreement, Richard Y Lange warrants that shareholders equity in
          Richard Y Lange will not be less than 70,000,000 pesos ($5,995,000).
          Richard Y Lange is involved in construction, property development and
          product distribution. It also owns a block plant and a sand pit. The
          agreement will close as soon as Richard Y Lange has verified its
          assets through audit or as agreed to by the parties. The Company
          represents, at Closing, there will be 10,421,916 common shares and
          300,000 Preferred "B" shares outstanding.

     c)   The Company changed its name to Grupo International Inc. on September
          2, 2010.




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<PAGE>


ITEM 2.  MANAGAMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            Plan of Operation

         We were incorporated in January of 1997, and do not have any
significant operating history or financial results. We have only recently begun
our vaccine development and marketing operations, including the pre-clinical
testing in Russia of our proposed vaccine designed to combat HIV/AIDS, building
an infrastructure and filing our periodic filings with the Securities and
Exchange Commission. Research and development costs for the three months ended
June 30, 2004 decreased by $52,853 from $73,766 for the three months ended June
30, 2003 to $20,913 for the three months ended June 30, 2004.The reduction was
due to reduced consulting costs paid to Intracell Vaccines due to reduced
operations. Administrative expenditure decreased by $6,398 from $12,831 for the
quarter ended June 30, 2003 to $6,433 for the quarter ended June 30, 2004. The
decrease in expenditure was mainly due to reduced operations to conserve cash.
Legal fees reduced by $17,000 form $18,000 to $1,000 due to limited SEC filings
during the quarter. We received no interest income during the quarters ended
June 30, 2004 and June 30, 2003.

         We incurred a net loss of $56,878 or $(0.01) per share based on
9,831,669 weighted average shares outstanding for the quarter ended June 30,
2004 compared to $130,719 or $(0.01) per share based on 9,394,361 weighted
average shares outstanding for the quarter ended June 30, 2003.

         Research and development costs for the nine months ended June 30, 2004
reduced by $151,878 from $221,418 for the nine months ended June 30, 2003 to $
69,540 for the nine months ended June 30, 2004. The reduction of expenditure was
a result of the company conserving cash and the reduction in consulting fees
paid to Intracell Vaccines Ltd.

         General and Administration expenditure decreased by $37,485 from
$93,861 for the nine months ended June 30, 2003 to $56,376 for the nine months
ended June 30, 2004. The decrease in expenditure was mainly due to a decrease in
director and officer fees and audit fees. Legal fees reduces by $21,000 from
$38,000 for the nine months ended 30 june 2003 to $17,000 for the nine months
ended 30 June 2004. The reduction was due to the company reducing its SEC
filings.
         We incurred a net loss of $225,104 or $(0.02) per share based on
9,780,295 weighted average shares outstanding for the nine months ended June 30,
2004 compared to $429,732 or $(0.05) per share based on 8,887,071 weighted
average shares outstanding for the nine months ended June 30, 2003.

          We did not conduct any operations of a commercial nature during the
period from January 10, 1997 (date of inception) to June 30, 2004. We have
relied on advances of approximately $494,821 from our principal stockholders,
trade payables of approximately $356,749, proceeds of $1,196,272 from the sale
of common stock, and the issue of stock for fees and/or services in the amount
of $4,665,600 to support our limited operations. As of June 30, 2003, we had
$2,609 of cash and cash equivalents.

         We cancelled our license agreement with the University of Birmingham in
2007, as we did not believe that we would be able to commercialize the vaccine
prior to the expiration of the patents in 2011. We plan to continue research and
development of the vaccine, and believe that it might be possible to establish
new patents, depending on the progress and results of our research. Operations
for the nine months ended June 30, 2004 have been financed through a loan from
Intracell Vaccines Limited and through the utilization of $1,097 in cash on
hand. We seek additional equity or debt financing of up to $7 million which we
plan to use for working capital and to continue implementing pre-clinical and
Phase I/II testing of our proposed vaccine. If we do not get sufficient
financing, we will not be able to continue as a going concern and we may have to
curtail or terminate our operations and liquidate our business (see Note 1 to
financial statements).

         Our business plan for the next year, subject to financing, will consist
of implementing a PhaseI/II trial with the Medical Control Agency in The United
Kingdom through the application for a CTX exemption to commence a Phase I/II
trial. We plan to apply for a CTX exemption using the Clade B strain of the
virus as soon as a vaccine using the local Clade B strain is made available. The
manufacture of the vaccine will be contracted out and the Company is currently
evaluating various different manufacturers in Russia, the UK and the USA.

                                       13
<PAGE>

         Our business plan requires at least $6,000,000 to implement, and cannot
be implemented until funding for this amount has been achieved. When the funding
has been achieved, we plan, in the first year, to implement a PhaseI/II trial
with the Medical Control Agency in The United Kingdom through the application
for a CTX exemption to commence a Phase I/II trial. We plan to apply for a CTX
exemption using the Clade B strain of the virus as soon as a vaccine using the
local Clade B strain is made available. The manufacture of the vaccine will be
contracted out and the Company is currently evaluating various different
manufacturers in Russia, the UK and the USA.

         We also plan, subject to financing, in the future, to initiate further
trials in Russia, in conjunction with The Russia Federal Aids Center, a
department of The Central Institute of Epidemiology, Moscow, Russia. We intend
to institute studies of the efficacy of the vaccine in non-human primates in
parallel or preceding Phase I trials of the vaccine in human subjects in Moscow,
Russia. We expect the regulatory approval process to take up to six months to
complete. The proposed vaccine will be manufactured in Russia, under the
supervision and quality control of various parties within and without Russia,
including the Federal Russia AIDS Centre in Moscow and laboratories in
Birmingham and London, U.K.

         In addition, and subject to financing, we anticipate initiating a Phase
I/II trial in Sub-Sahara Africa using the local African HIV sub-type. These
trials will be done in conjunction with local Government and would commence
after a satisfactory pre-clinical trial has completed the evaluation of toxicity
and immunogenicity of the local strain. However, we cannot initiate the
pre-clinical or Phase I/II trials until such time as we have raised at least $6
million, which is the minimum amount we anticipate we will need for these
trials. Furthermore, in addition to restrictions due to lack of funding, we also
need to manufacture a batch of the vaccine to initiate these trials. We cannot
manufacture a batch until we have an agreement in place with a country in Africa
that is prepared to work with us. It is estimated that these pre-clinical trials
would take approximately twelve months to complete once we have an agreement in
place. If these trials take place, we intend to invite the Division of AIDS of
National Institute of Allergy and Infectious Diseases to monitor the African
trials.

         No trials are currently scheduled to take place in the United States.
However, it is our intention to invite the National Institute of Health (NIH)
through the offices of The Division of AIDS (DIADS) to assist in the planning
and execution of the trials and monitor the trials described above. If the
trials are successful, then we would hope to undertake a Phase I/II trial in the
United States within two years of the summer of 2003. There can be no assurance
that we will be able to undertake such a trial in the United States, nor can the
results of the trials in Russia and/or Zambia and the UK be predicted.

         We estimate that we will require approximately $6 million to $7 million
to conduct our vaccine development over the next three years. This amount will
be used to pay for vaccine manufacture, vaccine trial costs and testing,
equipment and corporate overhead. We are hoping to raise a minimum of $6 million
through one or more private offerings pursuant to Rule 506 or Regulation D or
through an offshore offering pursuant to Regulation S; however, nothing in this
quarterly report shall constitute an offer of any securities for sale. Such
shares if sold will not have been registered under the Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. In addition we are looking at other
financing methods including finding joint venture partners who might provide
substantial funding to the project or the granting of sub-licenses on payment of
upfront fees with the payment of on-going royalties on sales. We are also
looking at the possibility of acquiring other technologies which might assist in
financing.

         If we are unable to raise $6 million, we will most likely cease all
activity related to our vaccine development and marketing, or at the very least,
proceed on a reduced scale. We have to date relied on a small number of
investors to provide us with financing for the commencement of our development
program, including Intracell Vaccines Limited. Amounts owed to these individuals
are payable upon demand.

                                       14
<PAGE>

         Subject to financing, we expect to purchase approximately $500,000 in
equipment in the next two years to be used for research and expanding testing
laboratories. In addition, with available funding, we expect to hire an
additional fifteen employees for both research and administrative support over
the next five years.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures.

During the nine months ended June 30, 2004, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a- 15(f) and
15d-15(f) under the Exchange Act) that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

Evaluation of Disclosure Controls and Procedures:

Our chief executive officer and chief financial officer have concluded that the
disclosure controls and procedures were not effective as of June, 2004. These
controls are meant to ensure that information required to be disclosed by the
issuer in the reports that it files or submits under the Act is recorded,
processed, summarized and reported, within the time periods specified in the
Commission's rules and forms and to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the Act is
accumulated and communicated to the issuer's management, including its principal
executive and principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.

The registrant has been delinquent in its SEC filing. Management has only
recently prepared the required reports for filing. Management intends to
implement internal controls to ensure that similar situations do not occur in
the future and that required SEC filings will be timely.

Management's Annual Report on Internal Control over Financial Reporting:

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is the process designed by and under the supervision of Kevin Murray, chief
financial officer, or the persons performing similar functions, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external reporting in accordance
with accounting principles generally accepted in the United States of America.
Mr. Murray has evaluated the effectiveness of our internal control over
financial reporting using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control over
Financial Reporting - Guidance for Smaller Public Companies.

The chief financial officer and chief executive officer has assessed the
effectiveness of our internal control over financial reporting as of June 30,
2004, and concluded that it is not effective for the reasons discussed above.

This annual report does not include an attestation report of the registrant's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
registrant's registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the registrant to provide
only management's report in this annual report.


                                       15
<PAGE>

Evaluation of Changes in Internal Control over Financial Reporting:

Our chief executive officer and chief financial officer have evaluated changes
in our internal controls over financial reporting that occurred during the
period ended June 30, 2004. Based on that evaluation, our chief executive
officer and chief financial officer did not identify any change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

Important Considerations:

The effectiveness of our disclosure controls and procedures and our internal
control over financial reporting is subject to various inherent limitations,
including cost limitations, judgments used in decision making, assumptions about
the likelihood of future events, the soundness of our systems, the possibility
of human error, and the risk of fraud. Moreover, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions and the risk that the degree
of compliance with policies or procedures may deteriorate over time. Because of
these limitations, there can be no assurance that any system of disclosure
controls and procedures or internal control over financial reporting will be
successful in preventing all errors or fraud or in making all material
information known in a timely manner to the appropriate levels of management.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We are not currently subject to any legal proceedings or claims.

ITEM 1A. RISK FACTORS

Not applicable for smaller reporting company

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  REMOVED AND RESERVED

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS.

    31.1      Certification of Chief Executive Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.
    31.2      Certification of Chief Financial Officer pursuant to Section 302
              of the Sarbanes-Oxley Act of 2002.
    32.1      Certification of Chief Executive Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.
    32.2      Certification of Chief Financial Officer pursuant to Section 906
              of the Sarbanes-Oxley Act of 2002.


                                       16
<PAGE>

SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 31st day of August, 2010.

                                                 HIV-VAC, INC.


                                                 /s/ Kevin W. Murray
                                                 -------------------------------
                                                 Kevin W. Murray
                                                 President and CEO















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