UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB
  QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934 ACT REPORTING
                                  REQUIREMENTS

[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
         ACT OF 1934 for the quarterly period ended  June 30, 2003

                          Commission File No. 000-30603


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


         Nevada                                          86-0876846
         ------                                          ----------
(State of organization)                     (I.R.S. Employer Identification No.)

                                12 Harben Court,
                       Collingwood, Ontario Canada L9Y 4L8
                       -----------------------------------
                    (Address of principal executive offices)

                                 (705) 444-6317
                                 --------------
               Registrant's telephone number, including area code




Check whether the issuer (1) filed all reports required to be file by Section 13
or 15(d) of the  Exchange Act during the past 12 months and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]

There are  9,406,669  shares  of  common  stock  outstanding,  10,000  shares of
preferred   series  "A"  and  300,000  shares  of  preferred  series  "B"  stock
outstanding as of August 12, 2003.

<PAGE>

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

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



                                                                           PAGE
                                                                           ----


ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEET
            JUNE 30, 2003 (UNAUDITED)                                        3

         CONDENSED  STATEMENT OF OPERATIONS
            THREE MONTHS ENDED JUNE 30, 2003 AND 2002 AND
            NINE MONTH ENDED JUNE 30, 2003 AND 2002 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            JUNE 30, 2003 (UNAUDITED)                                        4

         CONDENSED STATEMENT OF CASH FLOWS
            NINE MONTHS ENDED JUNE 30, 2003 AND 2002 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            JUNE 30, 2003 (UNAUDITED)                                      5-6

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)              7-12



                                      * * *






<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            BALANCE SHEET (Unaudited)
                                     ASSETS
                                                                     June 30,       September 30,
                                                                        2003             2002
                                                                   -------------    -------------
<S>                                                                <C>              <C>
Current Assets
  Cash and equivalents                                             $       1,263    $      18,577
  Prepaid expenditure                                                     39,940           18,056
                                                                   -------------    -------------
     Total current assets                                                 41,203           36,633
                                                                   -------------    -------------

Furniture and equipment, net                                              18,934           25,834
                                                                   -------------    -------------
Other Assets
  Intangible assets, net                                                 119,481          131,043
                                                                   -------------    -------------
Total assets                                                       $     179,618    $     193,510
                                                                   =============    =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
     Related parties                                                     352,504          135,998
     Accounts payable                                                    234,112          319,024
                                                                   -------------    -------------
     Total Current Liabilities                                           586,616          455,022
                                                                   -------------    -------------
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; 9,406,669 and 7,816,669 shares issued
     and outstanding, respectively                                         9,407            7,817
   Additional paid in capital                                          6,393,850        6,098,041
   Deficit accumulated during the development stage                   (6,790,163)      (6,360,434)
   Treasury stock, at cost; 1,016 common stock
   and 700,000 Preferred Stock, Series B                                  (8,767)          (8,767)
   Accumulated other comprehensive loss                                  (21,425)          (8,269)
                                                                   -------------    -------------
    Total stockholders' deficit                                         (406,998)        (261,512)
                                                                   -------------    -------------
     Total liabilities and stockholders' deficit                   $     179,618    $     193,510
                                                                   =============    =============

</TABLE>

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, 2003 & 2002, THE NINE MONTHS ENDED
  JUNE 30, 2003 & 2002 AND FOR THE PERIOD FROM JANUARY 10, 1997 (INCEPTION) TO
                            JUNE 30, 2003 (UNAUDITED)


                                                                                                          Period from
                                                     Three         Three         Nine          Nine       January 10,
                                                    Months        Months        Months        Months         1997
                                                     Ended         Ended        ending        ending     (Inception)
                                                   June 30,      June 30,      June 30,      June 30,     to June 30,
                                                     2003          2002          2003          2002          2003
                                                  ----------    ----------    ----------    ----------    ----------
<S>                                               <C>           <C>           <C>           <C>           <C>
Expenses
  Research and development costs                      73,766       106,346       221,418       265,004     1,530,758
  General and administrative                          12,831        20,712        93,861       104,576       681,014
  Legal fees                                          18,000         5,000        38,000        25,000     1,485,566
  Licensing fees                                        --            --            --            --         635,500
  Patent fees                                         19,968        18,067        57,991        41,345     1,632,563
  Depreciation and amortization                        6,154         6,121        18,462        21,225        95,001
  Loss from disposal of assets                          --            --            --            --          30,195
                                                  ----------    ----------    ----------    ----------    ----------
                                                     130,719       156,246       429,732       457,150     6,090,597
                                                  ----------    ----------    ----------    ----------    ----------

    Loss from operations                            (130,719)     (156,246)     (429,732)     (457,150)   (6,090,597)
                                                  ----------    ----------    ----------    ----------    ----------

Other Income (Expense)
  Other expenses                                        --            --            --            --        (261,162)
  Interest income                                       --               6          --             362         3,774
                                                  ----------    ----------    ----------    ----------    ----------
    Total other income (expense)                        --               6          --             362      (257,388)
                                                  ----------    ----------    ----------    ----------    ----------

    Loss from continuing operations                 (130,719)     (156,240)     (429,732)     (456,788)   (6,347,985)



 Loss from Discontinued Operations                      --            --            --            --        (432,181)
                                                  ----------    ----------    ----------    ----------    ----------
Net loss                                            (130,719)     (156,240)     (429,732)     (456,788)   (6,780,166)
                                                  ==========    ==========    ==========    ==========    ==========

Loss per weighted-average share of common
  stock outstanding - basic and diluted           $    (0.01)   $    (0.04)   $    (0.05)   $    (0.13)
                                                  ==========    ==========    ==========    ==========

Weighted average number of common shares
  outstanding during period - basic and diluted    9,394,361     3,914,857     8,887,071     3,625,228
                                                  ==========    ==========    ==========    ==========

</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                        CONDENSED STATEMENT OF CASH FLOWS
       FOR THE NINE MONTHS ENDED JUNE 30, 2003 AND 2002 AND FOR THE PERIOD
         FROM JANUARY 10, 1997 (INCEPTION) TO JUNE 30, 2003 (UNAUDITED)


                                                       Period from
                                                       January 10,        For the Nine Months Ended
                                                           1997        ------------------------------
                                                     (Inception) to       June 30,         June 30,
                                                      June 30, 2003         2003             2002
                                                      -------------    -------------    -------------
<S>                                                   <C>              <C>              <C>
Cash Flows From Operating Activities:
  Net loss                                            $  (6,780,166)   $    (429,732)   $    (456,788)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                           95,001           18,462           21,225
     Officers' compensation capitalized                     100,000             --             20,000
     Other expenses relating to Noveaux acquisition         261,163             --               --
     Issuance of stock for services                       1,476,300           51,800           54,500
     Issuance of stock for licensing fees                   635,500             --               --
     Issuance of stock for  directors and officers
     compensation                                           110,100           50,100           15,000
     Issuance of stock for patent fees                    1,500,000             --               --
     Issuance of stock for fees and current debt            920,500          195,500             --
     Issuance of stock for note payable                     140,000             --               --
     Loss from foreign currency translation                 (21,425)         (13,156)          (1,109)
     Increase  in prepaid expenditure                       (39,940)         (21,884)         (36,123)
     (Decrease) in notes payable                           (140,000)            --               --
     Increase in current liabilities                        573,141          131,596          352,845
                                                      -------------    -------------    -------------
Net Cash Used in Operating Activities                    (1,169,826)         (17,314)         (30,450)
                                                      -------------    -------------    -------------

Cash Flow From Investing Activities:
   Purchase of patent rights                                (85,000)            --               --
   Purchase of furniture and equipment                      (48,416)            --               --
   Purchase of treasury stock                               (11,767)            --            (10,000)
   Cash acquired in acquisition                             120,272             --               --
                                                      -------------    -------------    -------------
Net Cash Used in Investing Activities                       (24,911)            --            (10,000)
                                                      -------------    -------------    -------------

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             --               --


                                       5
<PAGE>

   Subscription receivable                                     --               --               --
   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                 1,196,000             --               --
                                                      -------------    -------------    -------------

Net increase (decrease) in cash                               1,263          (17,314)         (40,450)
Cash and equivalents at beginning of period                    --             18,577           41,427
                                                      -------------    -------------    -------------
Cash and equivalents at end of period                 $       1,263    $       1,263    $         977
                                                      =============    =============    =============

                                                       Period from
                                                       January 10,        For the Nine Months Ended
                                                           1997        ------------------------------
                                                     (Inception) to
                                                      June 30, 2003    June 30, 2003    June 30, 2003
                                                      -------------    -------------    -------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Interest                                           $        --      $        --      $        --
                                                      =============    =============    =============
   Income taxes                                       $        --      $        --      $        --
                                                      =============    =============    =============
Non Cash Transactions:
   Capitalized officers' compensation                 $     100,000    $        --      $      20,000
                                                      =============    =============    =============
   Issuance of common shares for Noveaux merger       $     106,525    $        --      $        --
                                                      =============    =============    =============
   Issuance of common shares for license              $     735,500    $        --      $        --
                                                      =============    =============    =============
   Issuance of common shares for patent fees          $   1,500,000    $        --      $        --
                                                      =============    =============    =============
   Issuance of common shares for LifePlan merger      $      50,000    $        --      $        --
                                                      =============    =============    =============
   Issuance of common shares for services             $   1,476,300    $      51,800    $      54,500
                                                      =============    =============    =============
   Issuance of stock for note                         $     140,000             --               --
                                                      =============    =============    =============
   Issuance of stock for debt and services            $     920,500    $     195,500             --
                                                      =============    =============    =============
   Preferred B stock dividend                         $      10,000    $        --      $        --
                                                      =============    =============    =============
   Issuance of stock to directors and officers        $     125,100    $      50,100           60,000
                                                      =============    =============    =============
   Forgiveness of stockholder debt                    $       7,227    $        --      $        --
                                                      =============    =============    =============

</TABLE>


                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 JUNE 30, 2003.
                                   (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, 2002.

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, 2002 and 2001, the Company  experienced a net
loss of $806,523 and $2,015,401 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, 2002 and 2001.

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 2003 and
2002 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:

In June 2001,  the FASB  issued  SFAS No. 142,  "Goodwill  and Other  Intangible
Assets".  SFAS No. 142 changes the accounting for goodwill from an  amortization
method to an  impairment-only  approach.  Amortization  of  goodwill,  including
goodwill  recorded in past  business  combinations,  will cease upon adoption of
this statement. The Company was required to implement the SFAS No. 142 effective
fiscal years beginning after December 15, 2001, and  consequently  does not have
any impact on the current period's  financial  position or results of operations
of the Company.



                                       8
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

In August 2001,  the FASB issued SFAS No. 144,  "Accounting  for  Impairment  or
Disposal of Long-Lived  Assets".  SFAS 144 addresses  financial  accounting  and
reporting for the impairment or disposal of long-lived  assets and  discontinued
operations.  The  adoption  did not have an  effect on the  Company's  financial
position or results of operations.

In  December  2002,  the FASB issued SFAS No 148,  "Accounting  for  Stock-Based
Compensation".  This  Statement  amends FASB  Statement No. 123,  Accounting for
Stock-Based  Compensation,  to provide  alternative  methods of transition for a
voluntary  change to the fair value based method of accounting  for  stock-based
employee  compensation.  In  addition,  this  Statement  amends  the  disclosure
requirements  of Statement 123 to require  prominent  disclosures in both annual
and interim financial  statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
standard is to be implemented in the fiscal years  beginning  after December 15,
2003.

NOTE 2 - FIXED ASSETS Fixed Assets consisted of the following:

                                      June 30,       September 30,
                                        2003              2002
                                    -------------    -------------
  Furniture                         $         936    $         936
  Equipment                                47,480           47,480
                                    -------------    -------------
                                           48,416           48,416
  Less accumulated depreciation           (29,481)         (22,582)
                                    -------------    -------------
     Net                            $      18,934    $      25,834
                                    =============    =============

Depreciation  expense for the nine months ended June 30, 2003 and the year ended
September 30, 2002, was $6,899 and $9,200 respectively

NOTE 3 - INTANGIBLE ASSETS Intangible Assets consisted of the following:

                                      June 30,       September 30,
                                        2003              2002
                                    -------------    -------------
  Licensing Rights                  $     185,000    $     185,000
  Less accumulated amortization           (65,519)         (53,957)
                                    -------------    -------------
     Net                            $     119,481    $     131,043
                                    =============    =============

Amortization  expense for the nine months ended June 30, 2002 and the year ended
September 30, 2002, 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 $76,500 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.

     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.

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, 2003,  the Company  entered  into a lease
          agreement for office facility expiring on April 30, 2004. Rent expense
          for the year ended September 30, 2002,was $18,794.  The future minimum
          lease  payments  required  under the lease is $15,840  for fiscal year
          2003.


                                       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, 2003. The options
          expire on April 1, 2004.

          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, 2003. 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 expire in December 2003.

     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 July 28, 2003.
     The warrants expire in December 2003.

     e) Royalty Payments under Licensing Agreement - The Company has commited to
     make  minimum  royalty  payments  of $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 the date if this
     report, the Company had not made any of the above payments.

     f)  Consulting  Agreement  -  Persuant  to the  consulting  agreement  with
     Intracell  Vaccines,  the Company is commited to pay  Intracell  Vaccines a
     consulting  fee of $70,000 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 September 30, 2002, net operating
losses of  approximately  $5,050,000  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 $210,000 for each of the nine month  periods  ended June 30, 2003 and
June 30, 2002. As of June 30, 2003 and  September  30, 2002,  the balance due to
related  party  stockholders  arising  from the normal  course of  business  was
$352,504 and $135,998, respectively.












                                       12
<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.  As a result,  research and development costs for the three
months  ended June 30, 2003  decreased  by $32,580  from  $106,346 for the three
months ended June 30, 2002 to $73,766.

         For the three months ended June 30, 2003 and Administrative expenditure
increased by $7,053 from $49,900 for the quarter  ended June 30, 2002 to $56,953
for the quarter ended June 30, 2003. The increase in expenditure  was mainly due
to an increase in legal costs.

         The Company  received no interest  income during the quarter ended June
30, 2003 compared to interest income of $6 for the quarter ended June 30, 2002.

         We  incurred a net loss of  $130,719  or  $(0.014)  per share  based on
9,394,361  weighted  average shares  outstanding  for the quarter ended June 30,
2003  compared to $156,240  or $(0.04)  per share  based on  3,914,857  weighted
average shares outstanding for the quarter ended June 30, 2002.

         Research and development  costs for the nine months ended June 30, 2003
reduced by $43,586  from  $265,004  for the nine months ended June 30, 2002 to $
221,418 for the nine months ended June 30, 2003.  The  reduction of  expenditure
was a result of the company conserving cash.

         General  and  Administration  expenditure  increased  by  $16,168  from
$192,146 for the nine months ended June 30, 2002 to $208,314 for the nine months
ended June 30, 2003.  The increase in  expenditure  was mainly due to first time
patent fees of $18,005 that began during the first quarter March 31, 2002 and an
increase in legal fees.

         We did not conduct any  operations  of a commercial  nature  during the
period from  January  10, 1997 (date of  inception)  to June 30,  2003.  We have
relied on advances of  approximately  $352,504 from our principal  stockholders,
trade payables of approximately  $234,112,  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 $4,717,400 to support our limited operations.

         As of June  30,  2003,  we had  approximately  $1,263  of cash and cash
equivalents.  Operations  for the nine  months  ended  June 30,  2003  have been
financed  through  a loan  from  Intracell  Vaccines  Limited  and  through  the
utilization of $17,314 in cash on hand.

         We seek  additional  equity or debt financing of up to $7 million which
we  plan  to  use 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 may 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 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.

         We also plan 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 nine 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.


                                       13
<PAGE>

         In addition,  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 $3  million,  which is the
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  fifteen
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.

         In October of 2000, we had an agreement in principal  with the Ministry
of Health of The Government of Zambia,  to undertake a trial in conjunction with
the Zambian  Ministry of Health using the local HIV strain.  Since October 2000,
there has been a change in the  government in Zambia and we have been advised by
the Ministry of Health that we will need to submit a new proposal  before we can
commence any trials. We have not yet re-submited our proposal,  but we intend to
re-submit a proposal and work towards  re-stating our previous agreement as soon
as funding is available.

         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  activities  through  March 31,  2005.  This
amount  will be used to pay for  vaccine  manufacture,  vaccine  trial costs and
testing,  equipment  and  corporate  overhead.  We plan to raise a minimum of $5
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  when  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. If we are unable to raise this amount,
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.

         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,  we expect to hire an additional  fifteen  employees for both research
and  administrative  support over the next five years. We are anticipating  that
the sources of funds for the intended  clinical trials will be the proceeds that
we receive from the conversion of our outstanding  Series B preferred stock, the
exercise  of  outstanding  warrants  and options and  possible  assistance  from
Intracell in the form of a loan.  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 and the payment of on-going royalties on sales. However, the Company is not
currently negotiating with any potential joint venture partners and there can be
no assurance that the Company will enter into any joint venture agreements.



                                       14
<PAGE>

Item 3. Controls and Procedures.

(a)  Disclosure  controls  and  procedures  . Within 90 days before  filing this
report,  the Company  evaluated the effectiveness of the design and operation of
its disclosure  controls and procedures.  The Company's  disclosure controls and
procedures are the controls and other procedures that it designed to ensure that
it records, processes, summarizes and reports in a timely manner the information
it must disclose in reports that it files with or submits to the  Securities and
Exchange  Commission.  Mr. Murray, the Company's Chief Executive Officer and Ms.
Del Principe,  its Chief Financial Officer,  supervised and participated in this
evaluation. Based on this evaluation,  Messrs. Murray and Del Principe concluded
that, as of the date of their evaluation,  the Company's disclosure controls and
procedures were effective.

(b) Internal controls.  Since the date of the evaluation  described above, there
have not been any  significant  changes  in the  Company's  internal  accounting
controls or in other factors that could significantly affect those controls.



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

On July 28, 2003 the Company  reduced the minimum  exercise price of the options
issued to Trinity  Funding  from $0.50 to $0.25.  The  reduction of the exercise
price was made to bring the  option  price in line  with the  prevailing  market
price.

On July 28, 2003 the Company reduced the minimum  exercise price of the warrants
issued to Trade  Bay  Investments  from  $1.50 to $1.00.  The  reduction  of the
exercise  price was made to bring the option  price in line with the  prevailing
market price.



                                       15
<PAGE>

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are
listed below:

99.1     Certification  of  Kevin  W.  Murray  pursuant  to  Section  906 of the
         Sarbanes-Oxley Act of 2002.

99.2     Certification  of Sally Del  Principe  pursuant  to Section  906 of the
         Sarbanes-Oxley Act of 2002.



(b)  Reports on Form 8-K:  No  reports on Form 8-K were filed  during the period
covered by this Form 10Q-SB.








                                       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 12th day of August, 2003.


                                                   HIV-VAC, INC.


August 12, 2003                                    /s/ Kevin W. Murray
                                                   -----------------------------
                                                   Kevin W. Murray
                                                   President and CEO


August 12, 2003                                    /s/ Sally Del Principe
                                                   -----------------------------
                                                   Sally Del Principe
                                                   Chief Financial Officer









                                       17
<PAGE>

                                 CERTIFICATIONS

I, Kevin W. Murray, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of HIV-VAC, Inc.;

2.     Based on my knowledge,  this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

       a.     designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

       b.     evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

       c.     presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
functions):

       a.     all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

       b.     any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.     The registrant's  other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: August 12, 2003                                 /s/ Kevin W. Murray
                                                      -------------------
                                                      Kevin W. Murray
                                                      Chief Executive Officer




                                       18
<PAGE>

                                 CERTIFICATIONS

I, Sally Del Principe, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of HIV-VAC, Inc.;

2.     Based on my knowledge,  this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.     Based on my knowledge,  the  financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The  registrant's  other  certifying  officers and I are  responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

       a.     designed such  disclosure  controls and  procedures to ensure that
              material  information  relating to the  registrant,  including its
              consolidated  subsidiaries,  is made known to us by others  within
              those  entities,  particularly  during  the  period in which  this
              quarterly report is being prepared;

       b.     evaluated  the   effectiveness  of  the  registrant's   disclosure
              controls and  procedures  as of a date within 90 days prior to the
              filing date of this quarterly report (the "Evaluation Date"); and

       c.     presented  in this  quarterly  report  our  conclusions  about the
              effectiveness  of the disclosure  controls and procedures based on
              our evaluation as of the Evaluation Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
functions):

       a.     all  significant  deficiencies  in  the  design  or  operation  of
              internal  controls which could adversely  affect the  registrant's
              ability to record,  process,  summarize and report  financial data
              and have  identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

       b.     any fraud,  whether or not material,  that involves  management or
              other  employees who have a significant  role in the  registrant's
              internal controls; and

6.     The registrant's  other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: August 12, 2003                              /s/ Sally Del Principe
                                                   ----------------------
                                                   Sally Del Principe
                                                   Chief Financial Officer



                                       19