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 December 31, 2003
                                       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 5,
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 DECEMBER 31, 2003 (UNAUDITED)                           3

         CONDENSED STATEMENTS OF OPERATIONS
            NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND
            NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            DECEMBER 31, 2003 (UNAUDITED)                                    4

         CONDENSED STATEMENTS OF CASH FLOWS
            NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            DECEMBER 31, 2003 (UNAUDITED)                                   5-6

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)                7-12

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

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 SHEETS
                                   (Unaudited)
                                     ASSETS
                                                   December 31,   September 30,
                                                       2003            2003
                                                  -------------   -------------
Current Assets
  Cash and equivalents                            $       2,605   $       3,706
  Prepaid expenditure                                      --            19,972
                                                  -------------   -------------
     Total current assets                                 2,605          23,678
                                                  -------------   -------------

Furniture and equipment, net                             14,334          16,634
                                                  -------------   -------------
Other Assets
  Intangible assets, net                                111,773         115,627
                                                  -------------   -------------
Total assets                                      $     128,712   $     155,939
                                                  =============   =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
     Accounts Payable                                   218,570         200,659
     Accrued Liabilities                                 24,000          14,000
     Advances from related parties                      452,664         431,064
                                                  -------------   -------------
     Total Current Liabilities                          695,234         645,723
                                                  -------------   -------------
Stockholders' Equity (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 -0- 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                            (6,976,509)     (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                 (37,102)        (23,491)
                                                  -------------   -------------
    Total stockholders' equity (deficit)               (566,520)       (489,784)
                                                  -------------   -------------
    Total liabilities and
      stockholders' equity (deficit)              $     128,712   $     155,939
                                                  =============   =============

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
     FOR THE QUARTERS ENDED DECEMBER 31, 2003, 2002 AND FOR THE PERIOD FROM
               JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2003
                                                                   Period from
                                                                   January 10,
                                                                      1997
                                       Quarter        Quarter      (Inception)
                                        Ended          Ended           to
                                     December 31,   December 31,   December 31,
                                        2003           2002           2003
                                     ------------   ------------   ------------
Expenses
  Research and development costs           24,280         73,862      1,659,026
  General and administrative               40,720         61,919        676,378
  Legal fees                               14,500          5,000      1,496,028
  Licensing fees                          635,500
  Patent fees                              19,971         18,055      1,672,502
  Depreciation and amortization             6,154          6,154        107,309
  Loss from disposal of assets               --             --           30,195
                                     ------------   ------------   ------------
                                          105,625        164,990      6,276,938
                                     ------------   ------------   ------------

    Loss from operations                 (105,625)      (164,990)    (6,276,938)
                                     ------------   ------------   ------------
Other Income (Expense)
  Other expenses                             --             --         (261,162)
  Interest income                            --             --            3,774
                                     ------------   ------------   ------------
    Total other income (expense)             --             --         (257,388)
                                     ------------   ------------   ------------

    Loss from continuing operations      (105,625)      (164,990)    (6,534,326)

Loss from discontinued operations            --             --         (432,181)
                                     ------------   ------------   ------------

Net loss                                 (105,625)      (164,990)    (6,966,507)
                                     ============   ============   ============
                                          (13,611)        (7,741)       (37,102)
                                     ------------   ------------   ------------
  Foreign Currency
   Translation Adjustment

Comprehensive Loss                        118,656        172,731      7,003,609
                                     ============   ============   ============

  Stock Outstanding -
   Basic and Diluted                 $      (0.01)  $      (0.02)
                                     ============   ============

Weighted average number of common
 shares outstanding during
 period - basic and diluted             9,674,604      8,065,760
                                     ============   ============


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
    FOR THE THREE MONTHS ENDED DECEMBER 30, 2003 AND 2002 AND FOR THE PERIOD
       FROM JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2003 (UNAUDITED)


                                                     Period from
                                                      January 10,
                                                         1997
                                                      (Inception)    For the Three Months Ended
                                                          to         ----------------------------
                                                     December 31,    December 31,    December 31,
                                                         2003            2003            2002
                                                     ------------    ------------    ------------
<S>                                                  <C>             <C>             <C>
Cash Flows From Operating Activities:
  Net loss                                           $ (6,966,507)   $   (105,625)   $   (164,990)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
     Amortization and depreciation                        107,310           6,154           6,154
     Officers' compensation capitalized                   100,000            --              --
     Other expenses relating to Noveaux
      and LifePlan acquisitions                           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         195,500
     Issuance of stock for note payable                   140,000            --              --
     Decrease  in prepaid expenditure                        --            19,972          18,055
     (Decrease) in notes payable                         (140,000)           --              --
     Increase in payable and accrued liabilities          191,984          14,297         (74,752)
                                                     ------------    ------------    ------------

Net Cash Used in Operating Activities                  (1,621,150)        (22,702)         60,007
                                                     ------------    ------------    ------------

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            452,666          21,601         (70,000)
   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               1,648,666          21,601         (70,000)
                                                     ------------    ------------    ------------

Net increase (decrease) in cash                             2,605          (1,101)         (9,933)
Cash and equivalents at beginning of period                  --             3,706          18,577
                                                     ------------    ------------    ------------
Cash and equivalents at end of period                $      2,605    $      2,605    $      8,644
                                                     ============    ============    ============


                                       5
<PAGE>


                                                     Period from
                                                      January 10,
                                                         1997
                                                      (Inception)    For the Three Months Ended
                                                          to         ----------------------------
                                                     December 31,    December 31,    December 31,
                                                         2003            2003            2002
                                                     ------------    ------------    ------------

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Non Cash Transactions:
   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
                               DECEMBER 31, 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, 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.

Fixed Assets: Fixed assets 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 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


                                       7
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED
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 periods ended December
31, 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 December 31 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: Assets and liabilities recorded in foreign currencies are
translated at the exchange rate on the balance sheet date. Revenue and expenses
are translated at average rates of exchange prevailing during the year.
Translation adjustments resulting from this process are charged or credited to
other comprehensive income.

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

Stock Issued For Services: The company enters into transactions in which goods
or services are the consideration received for the issue of equity instruments.
The value of these transactions are measured and accounted for, based on the
fair value of the equity instrument issued or the value of the services,
whichever is more reliably measurable. The services are expensed in the periods
that they are rendered.



                                       8
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


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

                                               December 31,    September 30,
                                                   2003             2003
                                              -------------    -------------
       Furniture                              $         936    $         936
       Equipment                                     47,480           47,840
                                              -------------    -------------
                                                     48,416           48,416
       Less accumulated depreciation                (34,082)         (31,782)
                                              -------------    -------------
          Net                                 $      14,334    $      16,634
                                              =============    =============


Depreciation expense for the three months ended December 31, 2003 and the year
ended September 30, 2003, was $2,300 and $9,200 respectively


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

                                               December 31,    September 30,
                                                   2003             2003
                                              -------------    -------------
  Licensing Rights                            $     185,000    $     185,000
  Less accumulated amortization                     (73,227)         (69,373)
                                              -------------    -------------
     Net                                      $     111,773    $     115,627
                                              =============    =============

Amortization expense for the three months ended December 31, 2003 and the year
ended September 30, 2003, was $3,854 and $15,418 respectively.


                                       9
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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 Preferred Stock and $85,000 for an aggregate amount of $185,000 in
exchange for the worldwide licensing rights to an AIDS/HIV vaccine developed by
The University of Birmingham, UK. The company also issued stock options to the
shareholders of Intracell to purchase a total of 300,000 shares of the Company's
Common Stock, conditional on the outcome of three separate events.(See
Commitments and Contingencies). The options have not been valued because they
are subject to contingencies. The Company also agreed to make advance minimum
royalty payments of $80,500 to the University of Birmingham Research and
Development Limited commencing January 1, 2002. The minimum payments are for the
duration of the patents. The Company had not made any payments as at the date of
this report.

In April 6, 1999, this agreement was amended to include an anti-dilution clause
which provided for Intracell and its shareholders 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 issues stock to others, the
anti-dilution clause requires the Company to issue additional stock to Intracell
so that Intracell maintains its 60% interest in the Company.

The Company failed to attract financing as agreed under the agreement with
Intracell Vaccine Ltd, and on August 7, 2001 the Company amended the agreement
with Intracell , whereby Intracell agreed to waive its right to terminate the
assignment of license agreement provided that the Company issue an additional
3,000,000 of its common shares to Intracell and 7,500,000 options to purchase
shares of common stock of the Company. Such options vest in blocks of 2,500,000
upon the occurrence of certain events.(See Commitments and Contingencies). The
market value of the shares issued to Intracell which amounted to $1.5 million
was expensed to patent fees.

NOTE 5 - STOCKHOLDERS' EQUITY

On November 3, 2003, the Company issued 425,000 shares of common stock as
compensation for legal and consulting services valued at $42,500. The issuance
of these shares were made in reliance upon an exemption pursuant to Section 4(2)
of the Act.




                                       10
<PAGE>



                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 6 - COMMITMENTS AND CONTINGENCIES

      a)    Operating lease. On April 1, 2003, the Company entered into a lease
            agreement for office facility expiring on April 30, 2004. Rent
            payable under the lease is $1,800 per quarter.

      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 111 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 December 31, 2003. The
            options expired on April 1, 2004.


            On August 7, 2001, the Company provided Intracell with three options
            to acquire a total of 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
                  3 human trials begin.
            3.    2,500,000 shares of common stock at $2.00 per share when the
                  Company receives a product licence from any recognized
                  government.

      None of the contingencies had been met at December 31, 2003. The options
      expire on September 1, 2007.

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 warrants
expired in December 2003 without being exercised..

Stock Options - On September 2, 2002, the Company provided Trinity Funding, an
option to purchase 800,000 common shares, in settlement of the note payable of
$140,000 to Trinity Funding. The exercise price of the option was determined to
be the average market price of common shares over the 20 trading days prior to
exercise, less a discount of 35% or $.50 per share, whichever is higher. The
options expired on December 31, 2003 without being exercised.


                                       11
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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. The Company had not made the above payments.

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 companies
failure to make these payments, to terminate the consulting agreement.

NOTE 7 - INCOME TAXES

Due to net operating losses and the uncertainty of realization, no tax benefit
has been recognized for operating losses. At December 31, 2003, net operating
losses of approximately $5,769,000 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 $20,000 for of the three month period ended December 31, 2003 and
$70,000 for the three month period December 31, 2002. As of December 31, 2003
and September 30, 2003, the balance due to related party stockholders arising
from the normal course of business was $452,664 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.




                                       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. In 2000 we began 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. To
date, we have been unable to obtain the funding that we need to move forward to
a phase I trial. As a result, research and development costs for the three
months ended December 31, 2003 decreased by $49,582 from $73,862 for the three
months ended December 31, 2002 to $24,280 for the three months ended December
31, 2003. The decrease in expenditure was due to a reduction in consulting costs
to Intracell Vaccines Ltd. Administrative expenditure decreased by $21,199 from
$61,919 for the quarter ended December 31, 2002 to $40,720 for the quarter ended
December 31, 2003. The decrease was primarily due to a reduction in fees paid to
directors of $45,100 and a reduction in legal fees of $9,000 offset by an
increase in consulting costs of $30,000. We incurred a net loss of $105,625 or
$(0.011) per share based on 9,674,604 weighted average shares outstanding for
the quarter ended December 31, 2003 compared to $164,990 or $(0.020) per share
based on 8,065,760 weighted average shares outstanding for the quarter ended
December 31, 2002.

We have not conducted any operations of a commercial nature during the period
from January 10, 1997 (date of inception) to December 31, 2003. Through December
31, 2003 we have relied on advances of approximately $452,665 from our principal
stockholders, trade payables of approximately $242,568, 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 December 31,
2003, we had $2,605 of cash and cash equivalents. Operations for the three
months ended December 31, 2003 have been financed through a loan from Intracell
Vaccines Limited and through the utilization of cash on hand. We are seeking
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 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).

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. Our business
plan requires at least $6,000,000 to implement, and cannot be implemented until
funding in 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.

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<PAGE>

In addition, and subject to the financing discussed above, 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 2006. 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 to the completion of a phase
II trial, lasting 3 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.

Subject to financing, we expect to purchase approximately $500,000 in equipment
in the next two years such equipment 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.

Critical Accounting Policies

HIV-VAC's financial statements and related public financial information are
based on the application of accounting principles generally accepted in the
United States ("GAAP"). GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an
impact on the assets, liabilities, revenue and expense amounts reported. These
estimates can also affect supplemental information contained in our external
disclosures including information regarding contingencies, risk and financial
condition. We believe our use if estimates and underlying accounting assumptions
adhere to GAAP and are consistently and conservatively applied. We base our
estimates on historical experience and on various other assumptions that we
believe to be reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions. We
continue to monitor significant estimates made during the preparation of our
financial statements.

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<PAGE>

Our significant accounting policies are summarized in Note 1 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, HIV-VAC views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on HIV-VAC's consolidated financial statements and
require management to use a greater degree of judgment and estimates. Actual
results may differ from those estimates. Our management believes that given
current facts and circumstances, it is unlikely that applying any other
reasonable judgments or estimate methodologies would cause effect on our
consolidated results of operations, financial position or liquidity for the
periods presented in this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for a smaller reporting company.

Item 4. Controls and Procedures.

During the three months ended December 31, 2003, 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 December 31, 2011.
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.

                                       15
<PAGE>

The chief financial officer and chief executive officer has assessed the
effectiveness of our internal control over financial reporting as of December
31, 2003, and concluded that it is not effective for the reasons discussed
above.

This quarterly 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.

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 December 31, 2003. 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 AND REPORTS ON FORM 8-K.

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

    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.


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                                   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 CFO













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