UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-QSB/A
  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  December 31, 2002

                          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  9,266,669  shares  of  common  stock  outstanding,  10,000  shares of
preferred   series  "A"  and  300,000  shares  of  preferred  series  "B"  stock
outstanding as of December 31, 2002.

<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
            SEPTEMBER 30, 2002 AND DECEMBER 31, 2002 (UNAUDITED)            3

         CONDENSED STATEMENTS OF OPERATIONS
            THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            DECEMBER 31, 2002 (UNAUDITED)                                   4

         CONDENSED STATEMENTS OF CASH FLOWS
            THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 AND
            PERIOD FROM JANUARY 10, 1997 (DATE OF INCEPTION) TO
            DECEMBER 31, 2002 (UNAUDITED)                                  5-6

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)               7-11



                                      * * *




<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS
                                  HIV-VAC, INC.
                          (A Development Stage Company)
                           BALANCE SHEETS (Unaudited)
                                     ASSETS
                                                                     December 31,    September 30,
                                                                         2002             2002
                                                                    -------------    -------------
<S>                                                                 <C>              <C>
Current Assets
  Cash and equivalents                                              $       8,644    $      18,557
  Prepaid expenditure                                                        --             18,056
                                                                    -------------    -------------
     Total current assets                                                   8,644           36,663
                                                                    -------------    -------------

Furniture and equipment, net                                               23,534           25,834
                                                                    -------------    -------------
Other Assets
  Intangible assets, net                                                  127,189          131,043
                                                                    -------------    -------------
Total assets                                                        $     159,367    $     193,510
                                                                    =============    =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Accrued liabilities:
     Related parties                                                      207,832          135,999
     Accounts payable                                                     140,180          319,023
                                                                    -------------    -------------
     Total Current Liabilities                                            348,012          455,022
                                                                    -------------    -------------
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; 9,266,669 and 7,816,669 shares issued
         and outstanding, respectively                                      9,267            7,817
   Additional paid in capital                                           6,342,190        6,098,041
   Deficit accumulated during the development stage                    (6,525,425)      (6,360,434)
   Treasury stock, at cost; 101,6 common stock
   and 700,000 Preferred Stock, Series B                                   (8,767)          (8,767)
   Accumulated other comprehensive loss                                   (16,010)          (8,269)
                                                                    -------------    -------------
    Total stockholders' equity (deficit)                                 (188,645)        (261,512)
                                                                    -------------    -------------
     Total liabilities and stockholders' equity (deficit)           $     159,367    $     193,510
                                                                    =============    =============

</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
     FOR THE QUARTERS ENDED DECEMBER 31, 2002, 2001 AND FOR THE PERIOD FROM
               JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2002


                                                                                   Period from
                                                     Quarter         Quarter     January 10, 1997
                                                      Ended           Ended       (Inception) to
                                                   December 31,    December 31,    December 31,
                                                       2002            2001            2002
                                                   ------------    ------------    ------------
<S>                                                <C>             <C>             <C>
Expenses
   Research and development costs                        73,862          79,438       1,383,202
   General and administrative                            61,919          30,611         649,072
   Legal fees                                             5,000          10,000       1,452,566
   Licensing fees                                          --              --           635,500
   Patent fees                                           18,055           5,210       1,592,627
   Depreciation and amortization                          6,154           6,121          82,693
   Loss from disposal of assets                            --              --            30,195
                                                   ------------    ------------    ------------
                                                        164,990         131,380       5,825,855
                                                   ------------    ------------    ------------

     Loss from operations                              (164,990)       (131,380)     (5,825,855)
                                                   ------------    ------------    ------------

Other Income (Expense)
   Other expenses                                          --              --          (261,163)
   Interest income                                         --               311           3,774
                                                   ------------    ------------    ------------
     Total other income (expense)                          --               311        (257,389)
                                                   ------------    ------------    ------------

     Loss from continuing operations                   (164,990)       (131,069)     (6,083,244)

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

                                                   ------------    ------------    ------------
                                                                                       (131,069)
Net loss                                               (164,990)       (131,069)     (6,515,425)
                                                   ============    ============    ============

Loss per weighted-average share of common
   stock outstanding - basic and diluted           $     (0.020)   $      (0.04)
                                                   ============    ============

Weighted average number of common shares
   outstanding during period - basic and diluted      8,065,760       3,470,413
                                                   ============    ============

</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
    FOR THE THREE MONTHS ENDED DECEMBER 30, 2002 AND 2001 AND FOR THE PERIOD
       FROM JANUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2002 (UNAUDITED)

                                                      Period from
                                                       January 10,
                                                          1997        For the Three Months Ended
                                                     (Inception) to   ---------------------------
                                                      December 31,    December 31,   December 31,
                                                          2002            2002           2001
                                                      ------------    ------------   ------------
<S>                                                   <C>             <C>            <C>
Cash Flows From Operating Activities:
  Net loss                                            $ (6,515,425)   $   (164,990)  $   (131,069)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
      Amortization and depreciation                         82,693           6,154          6,121
      Officers' compensation capitalized                   100,000            --           10,000
      Other expenses relating to Noveaux and
      LifePlan acquisitions                                261,163            --             --
      Issuance of stock for services                     1,424,500            --             --
      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          920,500         195,500           --
      Issuance of stock for note payable                   140,000            --             --
      Loss from foreign currency translation               (16,010)         (7,741)          (751)
      Decrease  in prepaid expenditure                        --            18,055           --
      (Decrease) in notes payable                         (140,000)           --             --
      Increase in accrued liabilities                      334,535        (107,011)        93,826
                                                      ------------    ------------   ------------
Net Cash Used in Operating Activities                   (1,162,445)         (9,933)       (21,873)
                                                      ------------    ------------   ------------

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                                   --              --             --


                                       5
<PAGE>

   Proceeds from notes payable                             140,000            --             --
   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                              8,644          (9,933)       (21,873)
Cash and equivalents at beginning of period                   --            18,577         41,427
                                                      ------------    ------------   ------------
Cash and equivalents at end of period                 $      8,644    $      8,644   $     19,554
                                                      ============    ============   ============


                                                      Period from
                                                       January 10,
                                                          1997        For the Three Months Ended
                                                     (Inception) to   ---------------------------
                                                      December 31,    December 31,   December 31,
                                                          2002            2002           2001
                                                      ------------    ------------   ------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Interest                                           $       --      $       --     $       --
                                                      ============    ============   ============
   Income taxes                                       $       --      $       --     $       --
                                                      ============    ============   ============
Non Cash Transactions:
   Capitalized officers' compensation                 $    100,000    $       --     $     10,000
                                                      ============    ============   ============
   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             $  1,424,500    $       --     $       --
                                                      ============    ============   ============
   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        $    110,100    $     50,100   $       --
                                                      ============    ============   ============
   Forgiveness of stockholder debt                    $      7,227    $       --     $       --
                                                      ============    ============   ============

</TABLE>


                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               DECEMBER 31, 2001.
(UNAUDITED)

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.

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 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  December 31 2002,  and 2001 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:   In  June  1998,  the  Financial  Accounting
Standards  Board  (FASB)  issued  SFAS  No.  133  (SFAS  133) "  Accounting  for
Derivative  Instruments and Hedging  Activities",  which was amended by SFAS No.
137,  issued in June 1999.  SFAS 133  established  standards for  accounting for
derivative  instruments,  including certain derivative  instruments  embedded in
other contracts, and hedging activities.  SFAS 133, as amended, is effective for
fiscal years  beginning  after June 15, 2000.  The Company does not believe that
the  adoption  of  SFAS  133  will  have a  material  effect  on  the  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.


In December  1999, the  Securities  and Exchange  Commission  (SEC) issued Staff
Accounting  Bulletin  No.  101  (SAB  101)  "Revenue  Recognition  in  Financial
Statements."  SAB 101  provides  the SEC  Staff's  views in  applying  generally
accepted  accounting  principles to selected  revenue  recognition  issues.  The
Company  does not  believe  that the  adoption  of SAB 101 will have a  material
effect on the financial statements.




                                       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,
                                                    2002              2002
                                                ------------      ------------
  Furniture                                     $        936      $        936
  Equipment                                           47,480            47,840
                                                ------------      ------------
                                                      48,416            48,416
  Less accumulated depreciation                      (24,882)          (22,582)
                                                ------------      ------------
     Net                                        $     23,534      $     25,834
                                                ============      ============

Depreciation  expense for the three months ended  December 31, 2002 and the year
ended September 30, 2002, was $2,300 and $9,200 respectively

NOTE 3 - INTANGIBLE ASSETS
Intangible Assets consisted of the following:
                                                December 31,      September 30,
                                                    2002              2002
                                                ------------      ------------
  Licensing Rights                              $    185,000      $    185,000

  Less accumulated amortization                      (57,811)          (53,957)
                                                ------------      ------------
     Net                                        $    127,189      $    131,043
                                                ============      ============

Amortization  expense for the three months ended  December 31, 2002 and the year
ended September 30, 2002, was $3,854 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  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 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



                                       9
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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 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 $51,000.  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
$0.17 per share as  compensation  for services  rendered to the  company.  These
shares 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, 2001,  the Company  entered  into a lease
          agreement for office facility expiring on April 30, 2002. Rent expense
          for the years  ended  September  30,  2002,were  $18,794.  The  future
          minimum lease payments  required under the lease is $15,000 for fiscal
          year 2003.

     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, 2002. The
               options expire on April 1, 2004.



                                       10
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

               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, 2002.  The options
expire on April 1, 2004.

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
expire in December 2003.

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  utilisation  of
the patents. As of the year end, the Company had not made the above payments.

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.  Intracel  Vccines  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 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 $70,000 for of the each three month periods years ended  December 31,
2002 and December 31, 2001. As of December 31, 2002 and September 30, 2002,  the
balance due to related  party  stockholders  arising  from the normal  course of
business was $207,832 and $135,999 respectively.








                                       11
<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  December  31, 2002  decreased by $5,576 from $79,438 for the three
months ended  December  31, 2001 to $73,862 for the three months ended  December
31, 2002. The decrease in  expenditure  was due to a reduction in expenditure in
order to conserve  cash.  Administrative  expenditure  increased by $39,153 from
$45,821 for the quarter ended December 31, 2001 to $84,974 for the quarter ended
December 31, 2002.  The increase was primarily due to first time  licensing fees
of $18,055, an increase in fees paid to directors and officers of $35,100 offset
by a reduction in professional fees of $12,375. The Company received no interest
income during the quarter ended December 31, 2002 compared to interest income of
$311 for the quarter ended December 31, 2001. We incurred a net loss of $164,990
or $(0.020) per share based on 8,065,760 weighted average shares outstanding for
the quarter  ended  December 31, 2002  compared to $131,069 or $(0.04) per share
based on 3,470,413  weighted  average shares  outstanding  for the quarter ended
December  31, 2001.  We did not conduct any  operations  of a commercial  nature
during the period  from  January 10, 1997 (date of  inception)  to December  31,
2002.  Through  December  31, 2002 we have  relied on advances of  approximately
$207,832  from our  principal  stockholders,  trade  payables  of  approximately
$140,180,  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  $4,590,600  to  support  our
limited operations. As of December 31, 2002, we had approximately $8,644 of cash
and cash  equivalents.  Operations  for the three months ended December 31, 2002
have been financed  through a loan from Intracell  Vaccines  Limited and through
the  utilization  of $9,913 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 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.



                                       12
<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  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.

         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 December 31, 2004. 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 annual 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.



                                       13
<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.  Kevin W. Murray, the Company's Chief Executive Officer and
Sally 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 October  29,  2002,  the Company  issued  900,000  shares of common  stock in
aggregate to each to Sheldon Cohen, Linda Fedko and Cliff Bodden as compensation
for services rendered valued at $51,000. We 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  300,000  shares of common  stock to
directors  and officers of the Company.  The stock was issued at $0.17 per share
as compensation for services  rendered to the company.  These shares were issued
in reliance upon an exemption pursuant to Section 4(2) of the Act.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


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

None.

ITEM 5.  OTHER INFORMATION

None.



                                       14
<PAGE>

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.









                                       15
<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 11th day of March, 2003.


                                         HIV-VAC, INC.


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


                                         /s/ Sally Del Principe
                                         ------------------------
                                         Sally Del Principe
                                         Chief Financial Officer












                                       16
<PAGE>

                                 CERTIFICATIONS

I, Kevin W. Murray, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB/A 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: March 11, 2003                               /s/ Kevin W. Murray
                                                   -------------------
                                                   Kevin W. Murray
                                                   Chief Executive Officer




                                       17
<PAGE>

                                 CERTIFICATIONS

I, Sally Del Principe, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB/A 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: March 11, 2003                           /s/ Sally Del Principe
                                               ----------------------
                                               Sally Del Principe
                                               Chief Financial Officer




                                       18