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 March 31, 2000      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)

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

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  35,311,272  shares of common stock  outstanding  and 10,000 shares of
preferred stock outstanding as of May 12, 2000.

<PAGE>

                                  HIV-VAC, Inc.

                                   Form 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2000

                                TABLE OF CONTENTS



PART I.        FINANCIAL INFORMATION                                        PAGE
Item 1.        Financial Statements:
               Condensed Balance Sheets....................................    3
               Condensed Statements of Operations..........................    4
               Condensed Statements of Cash Flows..........................    5
               Statement of Stockholders Equity............................    7
               Notes to Condensed Financial Statements.....................    8

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations:
                Overview...................................................   13
                Results of Operations......................................   14
                Liquidity and Capital Resources............................   15


PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings...........................................   15
Item 2.        Changes in Securities and Use of Proceeds...................   16
Item 3.        Defaults upon Senior Securities.............................   16
Item 4.        Submission of a Matter to a Vote of Security Holders........   16
Item 5         Other Information...........................................   16
Item 6.        Exhibits and Reports on Form 8-K............................   16

               Signature...................................................   16
               Certifications..............................................   17
               Exhibits....................................................   19







                                       2
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                  HIV-VAC, INC
                            CONDENSED BALANCE SHEETS
                          (A Development Stage Company)
                                   (UNAUDITED)

                                     ASSETS
                                                               March 31,      September 30,
                                                                  2000             1999
                                                             -------------    -------------
                                                              (unaudited)
<S>                                                          <C>              <C>

Current Assets
  Cash                                                       $     108,291           10,898
  Note receivable                                                   10,552             --
                                                             -------------    -------------
          Total Current Assets                                     118,843           10,898
                                                             -------------    -------------

Furniture and Equipment                                             28,269             --
                                                             -------------    -------------
Other Assets
  Patent rights                                                    226,812          177,292
                                                             -------------    -------------
          Total Assets                                       $     373,924    $     188,190
                                                             =============    =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Notes payable                                              $     140,000           15,000
  Accrued liabilities
  Accounts Payable                                                  13,660            9,696
  Related Parties                                                  223,127          140,720
                                                             -------------    -------------
          Total Current Liabilities                                376,787          165,416
                                                             -------------    -------------
Stockholders' Equity
    Preferred stock, non-preferential, $0.01 par value;
    1,000,000 shares authorized;
    10,000 shares issued and outstanding                               100              100
    Common stock, $0.001 par value;
    50,000,000 shares authorized;
    35,311,272 shares issued and
    outstanding, respectively                                       35,311           35,211
Treasury Stock                                                      (1,767)          (1,767)
  Additional paid-in capital                                     1,074,933        1,017,805
  Accumulated deficit                                           (1,111,440)        (888,575)
                                                             -------------    -------------
                                                                    (2,863)         162,774

  Less: subscription receivable                                       --           (140,000)
                                                             -------------    -------------
    Total Stockholders' Equity                                      (2,863)          22,774
                                                             -------------    -------------
          Total Liabilities and Stockholders' Equity         $     373,924    $     188,190
                                                             =============    =============

</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                    HIV-VAC Inc (A Development Stage Company)
                       CONDENSED STATEMENTS OF OPERATIONS
                FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2000
                                   (Unaudited)

                                        Three           Three
                                        months          months       Six months      Six months         Since
                                        ended           ended           ended           ended       Inception to
                                      March 31,       March 31,       March 31,       March 31,       March 31,
                                        2000            1999            2000            1999            2000
                                    ------------    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>             <C>

Cost of Sales                       $       --              --      $       --      $       --              --
                                    ------------    ------------    ------------    ------------    ------------


          Gross Profit                      --              --              --              --              --
                                    ------------    ------------    ------------    ------------    ------------

Expenses
General and administrative                19,971           5,000          53,859           5,000          94,639
Research & Development                    80,155            --           160,735            --           294,512
Depreciation & Amortization                5,169            --             9,023            --            16,731
Loss on Disposal of Persona                 --            30,195            --            30,195          30,195
                                    ------------    ------------    ------------    ------------    ------------
          Total Expenses                 105,295          35,195         223,617          35,195         436,077
                                    ------------    ------------    ------------    ------------    ------------

          Operating Loss                (105,295)        (35,195)       (223,617)        (35,195)       (436,077)
                                    ------------    ------------    ------------    ------------    ------------

Other Income (Expenses)
  Other Expenses                            --              --              --              --          (243,934)
  Interest income                            749            --               752            --               752
                                    ------------    ------------    ------------    ------------    ------------
 Total Other Income (Expense)                749            --               752            --          (243,182)

 Loss from continuing operations    $   (104,546)        (35,195)   $   (222,865)   $    (35,195)       (679,259)
                                    ------------    ------------    ------------    ------------    ------------

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

 Loss from continuing operations    $   (104,546)        (35,195)   $   (222,865)   $    (35,195)     (1,111,440)
                                    ============    ============    ============    ============    ============


Net Loss Per Common Share           $     (0.003)         (0.011)   $     (0.006)   $     (0.006)
                                    ============    ============    ============    ============

Weighted Average                      35,235,716       3,081,299      35,223,359       6,047,817

</TABLE>



    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                                                          Since
                                                      Six months       Six months       Inception
                                                        ended            ended        (Jan 10, 1997)
                                                       March 31,        March 31,      To March 31,
                                                         2000             1999             2000
                                                    -------------    -------------    -------------
<S>                                                 <C>              <C>              <C>
Cash flows from operating activities;
  Net loss                                          $    (222,865)   $     (35,195)      (1,111,440)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
    Depreciation expense                                    9,023             --             16,731
    Directors and Officers compensation                      --               --             15,000
    Expenses relating to Nouveaux acquisition                --               --            243,934
    Increase in notes receivable                          (10,552)            --            (10,552)
    Increase (Decrease) in accrued liabilites              86,371           (1,868)        (221,539)
                                                    -------------    -------------    -------------
             Net cash used by operating
                 Activities                              (138,023)         (37,063)        (624,788)
                                                    -------------    -------------    -------------

  Cash flow from from investing activities:
   Purchase of patent rights                                 --               --               --
   Cash from Acqusition                                       272             --                272
    Purchase of Patent Rights                                --               --            (85,000)
    Purchase of treasury stock                               --             (1,767)          (1,767)
   Purchase of furniture and equipment                    (29,584)            --            (29,584)
                                                    -------------    -------------    -------------

    Net cash used for investing
            Activities                                    (29,312)          (1,767)        (116,079)
                                                    -------------    -------------    -------------

Cash flows from financing activities:
    Proceeds from issuance of common stock                   --            240,000          247,222
    Issue of preferred stock                                 --               --                100
    Proceeds from notes payable                           125,000             --            140,000
    Payment of stockholders loan                             (272)            --               (272)
    Proceeds from subcription receivable                  140,000         (140,000)            --

    Proceeds from additional paid-in-capital                 --               --            342,108
                                                    -------------    -------------    -------------
       Net cash provided by
       Financing activities                               264,728          100,000          729,158
                                                    -------------    -------------    -------------

             Net increase/(decrease) in cash               97,393           61,170          (11,709)

Cash at beginning of period                         $      10,898    $      23,830          120,000
                                                    -------------    -------------    -------------

Cash at end of period                               $     108,291    $      85,000          108,291
                                                    =============    =============    =============




                                       5
<PAGE>

Supplemental disclosure of cash flow Information:
        Cash paid during the period for:
         Interest                                   $        --      $        --               --
                                                    =============    =============    =============
         Income taxes                               $        --      $        --               --
                                                    =============    =============    =============

  Non-cash transaction:
   Capitalized officers' compensation                        --               --             15,000
                                                    =============    =============    =============
   Issuance of common shares for Noveaux merger              --               --            106,525
                                                    =============    =============    =============
   Issuance of common shares for license                     --               --            100,000
                                                    =============    =============    =============
   Issuance of common shares for LifePlan merger           50,000             --             50,000
                                                    =============    =============    =============
   Forgiveness of stockholder debt                          7,227             --              7,227
                                                    =============    =============    =============

</TABLE>











The  accompanying  notes  are an  integral  part of the  consolidated  financial
statement.

                                       6
<PAGE>
<TABLE>
<CAPTION>


                                    HIV-VAC,
                       (A Development Stage Company) INC.
                         STATEMENT OF STOCKHOLDER EQUITY
                       FOR THE PERIOD ENDED MARCH 31, 2000
                                   (UNAUDITED)




                                              Preferred Series A               Common Stock
                                          --------------------------    --------------------------      Treasury
                                             Shares         Amount         Shares         Amount         Stock
                                          -----------    -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>            <C>
Balance - September 30, 1999                   10,000            100     35,211,272         35,211         (1,767)

Net loss                                         --             --             --             --             --

Subscription received

Shares issued - acquisition of LifePlan          --             --          100,000            100           --

Forgiveness of stockholder debt                  --             --             --             --             --
                                          -----------    -----------    -----------    -----------    -----------
Balance - March 31, 2000                       10,000    $       100     35,311,272    $    35,311    $    (1,767)
                                          ===========    ===========    ===========    ===========    ===========









                                                                        Accumulated
                                           Additional                      Other                         Total
                                            Paid in      Subscription  Comprehensive   Accumulated   Stockholders'
                                            Capital       Receivable   Income (Loss)     Deficit        Equity
                                          -----------    -----------    -----------    -----------    -----------

Balance - September 30, 1999                1,017,806       (140,000)          --         (888,575)        22,774
                                                                                                      -----------
Net loss                                         --             --             --         (222,865)      (222,865)

Subscription received                            --          140,000           --             --          140,000

Shares issued - acquisition of LifePlan        49,900           --             --             --           50,000

Forgiveness of stockholder debt                 7,227           --             --             --            7,227
                                          -----------    -----------    -----------    -----------    -----------

Balance - March 31, 2000                  $ 1,074,933    $      --      $      --      $(1,111,440)   $    (2,863)
                                          ===========    ===========    ===========    ===========    ===========

</TABLE>





                                       7
<PAGE>

                                  HIV-VAC, INC
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2000
                                   (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.

In March 1999, the Company disposed of its music recording business and acquired
from Intracell  Vaccines  Limited,  an exclusive world wide license to research,
develop and market a vaccine designed to combat the HIV virus.

The  Company's  headquarters  is located  in  Ontario,  Canada and the  research
facility is located in Birmingham, United Kingdom.

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 six months  ended  March 31,  2000 and the year
ended  September  30, 1999,  the Company  experienced a net loss of $222,865 and
$212,460, 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 and Goodwill.
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
Goodwill is being ammortsed over 5 years.



                                       8
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

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.

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.  The carrying amounts reported for notes payable
and long-term debt approximates fair value because, in general,  the interest on
the underlying instruments approximates market rates.

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 March
31, 2000 and 1999.

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  financial  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
period ended March 31, 2000,  1999 and  cumulative to date is 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:  The Company  translates  foreign  currency  transactions  in
accordance  with the  requirements  of SFAS 52 "Foreign  Currency  Transaction".
Assets and  liabilities  recorded in foreign  currencies  are  translated at the
exchange rate on the balance sheet date. Translation  adjustments resulting from
this process are charged or credited to other comprehensive income.  Revenue and
expenses are translated at average rates of exchange prevailing during the year.
Gains  and  losses  on  foreign  currency  transactions  are  included  in other
expenses.

Recent  Accounting  Announcements:   In  June  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.



                                       9
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

In September  2000, the FASB issued SFAS No. 140,  "Accounting for Transfers and
Servicing of Financial Assets and  Extinguishments  of Liabilities"  (SFAS 140).
SFAS 140  replaces  FASB  Statement  No.  125,  "Accounting  for  Transfers  and
Servicing of Financial  Assets and  Extinguishment  of Liabilities" and provides
accounting  and  reporting  standards  for  transfers and servicing of financial
assets and  extinguishments of liabilities.  SFAS 140 is effective for transfers
and servicing of financial assets and  extinguishments of liabilities  occurring
after March 31, 2001 and is effective for  recognition and  reclassification  of
collateral  and for  disclosures  relating to  securitization  transactions  and
collateral for fiscal years ending after December 31, 2000. The Company does not
believe  that the  adoption  of SFAS  140 will  have a  material  effect  on the
financial statements.

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.

Stock  Issued For  Services:  Stock  issued for  services  is valued at the fair
market value for services  received.  Amounts are expensed  over the period that
the services are rendered.

NOTE 2 - FIXED ASSETS

Fixed Assets  consisted of the  following  at March 31, 2000 and  September  30,
1999.
                                                March 31,      September 30,
                                                   2000             1999
                                              -------------    -------------
  Furniture                                   $         936    $           -
  Equipment                                          28,648                -
                                              -------------    -------------
                                                     29,584                -
  Less accumulated depreciation                      (1,315)               -
                                              -------------    -------------
     Net                                      $      28,269    $           -
                                              =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible Assets consisted of the following at September 30, 1999 and March 31,
2000:

                                                March 31,      September 30,
                                                   2000             1999
                                              -------------    -------------
  Licensing Rights                            $     185,000    $     185,000
  Goodwill                                           57,228                -
                                              -------------    -------------
  Total                                             242,228          185,000
  Less accumulated amortization                     (15,416)          (7,708)
                                              -------------    -------------
     Net                                      $     226,812    $     177,292
                                              =============    =============



                                       10
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 4  - LICENSING AGREEMENT

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited (Intracell) whereby the Company issued 5,750,000 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/HIIV  developed by The
University of Birmingham, UK.

On 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.

As part of the March 15, 1999  issuance of 5,750,000  shares to  Intracell,  the
Company  agreed to make  advance  minimum  royalty  payments  of  $76,500 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  also issued  stock  options to the  shareholders  of  Intracell  to
purchase a total of 30,000,000 shares of the Company's Common Stock, conditional
on the outcome of three  separate  events (See Note 7(b)).  The options have not
been valued because they are subject to contingencies.


NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)

          Common  and  preferred  stocks  were  issued in the period for the six
          months ended March 31, 2000 as follows:

          On March 8, 2000,  the Company  issued 100,000 Common Stock to acquire
          LifePlan (See Note 6).

NOTE 6 - BUSINESS COMBINATIONS

     a)   On  March  8,  2000,  the  Company  merged  with  SCIENTIFIC  LIFEPLAN
          ("LIFEPLAN"),  through  the  issuance of 100,000  Common  Stock for an
          aggregate  consideration  of $50,000.  LIFEPLAN was a fully  compliant
          reporting non-  operating  company and was acquired by the Company for
          its  reporting  status.  The  Company  accounted  for the  purchase of
          LIFEPLAN using the purchase method and recorded goodwill in the amount
          of  $57,228.  Goodwill  is being  amortised  over a period of 5 years.
          Pro-forma  statements  have not been  included  since  LIFEPLAN had no
          operations during the periods presented.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 1998,  the Company  entered  into a lease
          agreement for office facility expiring on April 30, 2001. Rent expense
          for the years  ended  September  30,  1999,  and 1998 was  $30,657 and
          $12,565,  respectively.  The future  minimum lease  payments  required
          under the lease is $26,000 for fiscal year 2000.



                                       11
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

NOTE 7 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     b)   Stock  Options.  On March 15, 1999,  the Company  entered into a stock
          option agreement in which the Company granted to Intracell  options to
          purchase an  aggregate  of  30,000,000  shares  under  three  separate
          conditional events. The Company authorized the exercise of the options
          as follows:

               1.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.

               2.   The option to purchase 10,000,000 Common Stock at $0.001 per
                    share should the Company  commence United States  Government
                    Food and Drug Administration  ("FDA") Phase 11 trials of its
                    HIV vaccine.

               3.   The option to purchase 10,000,000 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 March 31,2000.  The options
          expire on April 1, 2004.


NOTE 8 - INCOME TAXES

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been  recognized for operating  losses.  At September 30, 1999 net operating
losses of approximately  $800,000 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 9 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of  approximately  $140,000 and $ nil for the six months ended March 31,
2000,  and 1999  respectively.  As of March 31, 2000, the balance due to related
party stockholders arising from the normal course of business is $223,127.

NOTE 10 - NOTES PAYABLE

At March 31,  2000 and 1999,  the Company had  unsecured  notes of $140,000  and
$15,000,  respectively.  The notes payable are interest free and become due only
upon the Company raising $5 million.




                                       12
<PAGE>

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

This  discussion and analysis  should be read in conjunction  with our condensed
financial  statements  and related  notes  thereto  appearing  in Item 1 of this
report.   In  addition  to   historical   information,   this  report   contains
"forward-looking  statements" that are within the safe harbor  provisions of the
Private  Securities  Litigation  Reform  Act of 1995,  and that are  subject  to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  those  projected.  The words  "believe",  "expect",  "intend",
"anticipate",  and  similar  expressions  are used to  identify  forward-looking
statements,  but  their  absence  does  not  mean  that  such  statement  is not
forward-looking.   Many  factors  could  affect  the  Company's  actual  results
including  the  performance  of the  Company's  HIV vaccine which still needs to
establish safety and efficacy in human trials.  The HIV vaccine is the company's
only   product  and  the   effectiveness   of  the   vaccine  is  unknown.   The
commercialization of the product is dependent on the safety and effectiveness of
the vaccine and will require  regulatory  approval before any  commercialization
can occur.  This process could take up to 5 years.  The Company is not likely to
achieve any earnings until  commercialization  takes place.  These risk factors,
among others,  could cause  results to differ  materially  from those  presently
anticipated by the Company. Readers are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date of this
report.  The Company undertakes no obligation to publicly release the results of
any revisions to these  forward-looking  statements  that may be made to reflect
events  or  circumstances  after  the  date of this  report  or to  reflect  the
occurrence of anticipated events.

OVERVIEW

The Company was formally known as Persona Records Inc, a corporation involved in
the marketing and development of music  recordings.  Persona Records Inc evolved
through a merger  agreement in November 1998 with Nouveaux  Corporation  whereby
Persona  Records  Inc became the  surviving  corporation.  Persona  Records  Inc
changed its name to HIV-VAC, Inc in March 1999.

The  assets  and  liabilities  of  Persona  Records  Inc at March 12,  1999 were
returned to Persona's  controlling  shareholder by approval at a special meeting
of the Company's shareholders held on March 12, 1999.

In April 1999, the Company  acquired from Intracell  Vaccines Ltd, the exclusive
worldwide rights to a vaccine developed to combat AIDS. Terms of the acquisition
included the issue of 5,750,000  common  shares and 10,000  preferred  shares to
Intracell  Vaccines  Ltd,  an  anti-dilution  provision  in favor  of  Intracell
Vaccines Ltd, and the issue of options  totaling  30,000,000 to the shareholders
of  Intracell  Vaccines  Ltd. In addition,  HIV-VAC,  Inc also agreed to provide
funding of $5 Million towards the research and commercialization of the vaccine.

The  vaccine was  developed  by Dr Gordon  Skinner  through  The  University  of
Birmingham,  UK.  The  vaccine  is  currently  completing  laboratory  trials in
conjunction with The Russia AIDS Centre.

The Company is also exploring the feasibility of commencing  human trials in one
or more African countries where the AIDS virus has reached epidemic proportions.
Trials in Africa would  complement  the work  currently  under way in Russia and
will also be done in conjunction with an American University.

The Company has failed to honor the financial funding  commitments of $5 million
made to Intracell Vaccines Limited.  Prior funding commitments made by investors
have not  materialized  and the lack of funding has had a material effect on the
company's ability to proceed with research.  The company is currently relying on
Intracell Vaccines Ltd for financial support


                                       13
<PAGE>

To date, we have  generated no operating  revenues.  We  anticipate  only modest
revenues  from  government  or other  grants or from  collaborations  with other
entities  over the next  three to five  years.  We have  incurred  losses  since
inception as a result of research and development and general and administrative
expenses in support of our  operations.  As of March 31, 2000,  we had a deficit
accumulated during the development stage of $1,111,440

We anticipate incurring substantial losses over at least the next three years as
we complete  our  clinical  trials,  apply for  regulatory  approvals,  continue
development of our technology and expand our operations.

The Company does not have the capital it requires to proceed to human trials and
is exploring  numerous  alternatives  to finance  operations.  These include the
funding of the Company  through  private  placement  agreements,  possible joint
venture proposals where the partner provides  substantial funding to the project
or the granting  sub-licences  on payment of upfront fees as well as the payment
of on-going royalties on sales.

The Company  estimates  that it  requires $5 Million  over the next 12 months in
order to  commence  human  trials.  Our future  capital  requirements  depend on
several  factors,  including  the  progress  of our  laboratory  and Phase  I/II
clinical trials, the progress of internal research and development projects, the
need for manufacture  facilities,  the purchase of additional capital equipment;
and the availability of government research grants.

RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO THE SIX MONTHS ENDED MARCH 31, 1999

EXPENDITURE

Administration  and General  costs  increased by $48,859 from $5,000 for the six
months  ended March 31, 1999 to $53,859 for the six months ended March 31, 2000.
The increase in  administration  expenditure was due to the change in operations
of the Company from a music production company to a vaccine development company.
Research  and  developement  expenses  for the six months  ended  March 31, 2000
amounted to $160,735  compared  to no  research  expenditure  for the six months
ebded  March  31,  1999.  The  increase  is due  to a  change  in the  Company's
operations  from a record  producer  to vaccine  development.  Amortisation  and
depreciation  for patents and  equipment for the six months ended March 31, 2000
amounted to $9,023  compared  to no expense  for the six months  ended March 31,
1999.  During the six months ended March 31, 2000,  the company also  separately
expensed $30,195 in the disposal of Persona Records assets.

OTHER INCOME

Other income  consisting of interest income of $752 derived from a note payable.
The Company received no income for the comparable period ended March 31, 1999.

NET LOSS

Net loss for the six months ended March 31, 2000 was $222,865 compared to a loss
of $35,195 for the six months ended March 31, 1999. The increase in net loss was
due to the change in operations from a producer of music  productions to vaccine
development.



                                       14
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS  ENDED MARCH 31, 2000  COMPARED TO THE THREE MONTHS ENDED MARCH 31,
1999

EXPENDITURE

General and  Administration  expenses  increased  by $14,971 from $5,000 for the
three  months  ended March 1999 to $19,971 for the three  months ended March 31,
2000.  The increase in  expenditure  was due to the change in  operations of the
company  from a music  production  company  to a  vaccine  development  company.
Research and  administrative  expenses for the three months ended March 31, 2000
amounted to $80,155  compared to no expense for the three months ended March 31,
1999.  During the three months ended March 31, 2000, the company also separately
expensed $30,195 in the disposal of Persona Records assets

OTHER INCOME

Other income  consisting of interest income of $749 derived from a note payable.
The Company received no income for the comparable period ended March 31, 1999.

NET LOSS

Net loss for the three months  ended March 31, 2000 was  $104,546  compared to a
loss of $35,195 for the three months  ended March 31, 1999.  The increase in net
loss was due to the change in operations from a producer of music productions to
vaccine development.

LIQUIDITY AND CAPITAL RESOURCES

Cash,  cash  equivalents  and investment  securities  were $118,843 at March 31,
2000. We have financed our operations  since inception  through capital provided
through a note of $140,000,  a loan from Intracell Vaccines Ltd. and through the
private  sale of our common  stock.  Intracell  Vaccines  has no  obligation  to
provide future  funding to the Company.  The Company did not issue any stock for
cash during the quarter ended March 31, 2000.  The Company issued 100,000 common
shares  under an agreement of merger with the  shareholder  of Lifeplan  dated 8
March 2000.

The Company does not have the  liquidity or capital  required to commence  human
trial testing of its vaccine and is exploring  numerous  alternatives to finance
operations.  These include the funding of the Company through private  placement
agreements,   possible  joint  venture  proposals  where  the  partner  provides
substantial funding to the project, or the granting of sub-licences upon payment
of upfront fees as well as the payment of on-going royalties on sales.

Our  exposure  to  foreign  exchange  rate  risk  is  primarily  related  to our
conducting  research at our facility in the United Kingdom. A sudden decrease in
The UK's  currency  exchange  rate versus the U.S.  Dollar could have an adverse
impact on our expenses.

                           PART II - OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

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



                                       15
<PAGE>

ITEM 2.        CHANGES IN SECURITIES AND USE OF PROCEEDS

On 8 March,  2000,  the Company  issued  100,000 common shares with par value of
$.001 per share under an agreement of merger with the  shareholder  of Lifeplan.
The shares were issued at a price of $0.50 each.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.        OTHER INFORMATION

None.

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

99.1 CERTIFICATION  OF KEVIN  MURRAY  PURSUANT  TO 18 U.S.C.  SECTION  1350,  AS
     ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

99.2 CERTIFICATION OF SALLY DEL PRINCIPE PURSUANT TO 18 U.S.C.  SECTION 1350, AS
     ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


  SIGNATURES

  Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  the
  registrant  has duly caused this amended  report to be signed on its behalf by
  the undersigned thereunto duly authorized.

                                                      HIV-VAC Inc.
                                                     (Registrant)


   Dated: October 22,  2002               By:  /s/  Kevin W Murray
                                              ---------------------------------
                                              Kevin W Murray
                                              President





                                       16
<PAGE>

                                 CERTIFICATIONS


I, Kevin Murray, certify that:

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

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

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


Date:  October 22, 2002



/s/ Kevin Murray
----------------
Signature:
Title: President,  CEO









                                       17
<PAGE>

                                 CERTIFICATIONS


I, Sally Del Principe, certify that:

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

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

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


Date:  October 22, 2002



/s/ Sally Del Principe
----------------------
Signature:
Title  Chief Financial Officer






                                       18