UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

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

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000 Commission File No.
000-30603
7

                          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 35,209,672 shares of common stock outstanding and
10,000 shares of  preferred stock outstanding as of May 12, 2000.
                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                          HIV-VAC, INC
                    CONDENSED BALANCE SHEETS

                             ASSETS
<TABLE>
<S>                               < <C>      << < <C>        <C>     <C>     <C>
                                 C         CC C
                                 >         >> >

                                   March         September
                                   31,          30,
                                      2000          1999   operatiinvestifinanci
                                                         ng     ng      ng
                                    (unaudi
                                     ted)
Current Assets                                             Change
  Cash                            $         $
                                   108,29       10,898
                                        1
  Note receivable
                                   10,553            - 10,55
                                                           3
          Total Current Assets      118,84
                                        4       10,898

Furniture and Equipment
                                   28,269            - 28,26
                                                           9

Other Assets
  Patent rights                     185,00
                                        0      185,000     -

          Total Assets            $ 332,11  $
                                        3      195,898
</TABLE>
              LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S>                               < <C>      <C  < <<C>         <C>      <C>    <C>
                                 C         >   C C
                                 >            > >

Current Liabilities
  Notes payable                   $
                                   140,00          15,000 125,00
                                        0                     0
  Accrued liabilities                              150,416
                                   242,34                 91,927
                                        3
          Total Current                            165,416
Liabilities                        382,34
                                        3

Shareholders' Equity
Preferred stock, $0.01 par value;
1,000,000 shares authorized;
10,000 shares issued and               100
outstanding                                           100
Common stock, $0.001 par value;
50,000,000 shares authorized;                                 -
35,109,672 shares issued and        35,210
outstanding, respectively                          35,110     -
  Additional paid-in capital       (376,691)       326,791                  100
  Accumulated deficit             (462,231)        (191,519)         49900
                                   462,23
                                                      170,482
                                   50,230

  Less: subscription receivable                    (140,000)
                                        -
          Total Shareholders'      ( 50,230)        30,482

          Total Liabilities and   $             $    195,898
Shareholders' Equity               332,113
</TABLE>

  The accompanying notes are an integral part of the financial
                           statements.
                               -2-
                          HIV-VAC, INC.
               CONDENSED STATEMENTS OF OPERATIONS
                                .
<TABLE>
<S>                      <  < <C>       <C> < <C>        <C> < < <C>      <C> < < <C>     <
                        C  C             C              C C            C C        C
                        >  >             >              > >            > >        >
                                Three        Three        Six          Six
                             months        months        months      months
                              ended        ended         ended        ended
                              March      March 31,       March        March
                            31, 2000        1999          31,          31,
                                                          2000        1999

Cost of Sales            $                                   $                $
                           -             -               -             -

          Gross Profit
                           -             -               -             -

Expenses
Selling, general and
administrative              155,680       37,001          270,148       37,001

  Depreciation
                           1,316         -               1,316         -
          Total Expenses
                           156,996       37,001          271,464       37,001

          Operating Loss  (156,996)   (  37,001)     (   271,464)     (37,001)

Other Income (Expenses)
  Interest income
                               749           -            752           -
Total Other Income
(Expense)                   749           -               752           -

          Net Loss       $(156,247)   (  37,001)   $ (  270,712)   $ ( 37,001)

Net Loss Per Common      $(0.01)         (0.01)        $ (0.01)     $   (0.01)
</TABLE>
  The accompanying notes are an integral part of the financial
                           statements.
                               -3-
                          HIV-VAC, INC.
               CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<S>                                       < <<C>        <C>  < < <C>        <
                                         C C              C C           C
                                         > >              > >           >

                                               Six                Six
                                             months          months
                                             ended           ended
                                                March           March
                                              31,             31,
                                                2000            1999

Cash flows from operating activities  ;
  Net loss                                $ (270,712)    $ (37,001)
  Adjustments to reconcile net loss to
net
   cash used in operating activities:
    Depreciation expense
                                              1,316              -
    Decrease in intangible assets
        to net realizable value
                                             50,000              -
    Increase in notes receivable            (10,553)             -
    Increase (Decrease) in accrued
liabilites                                   91,927         ( 6,870)
             Net cash used by operating
                 Activities                 (138,022)     ( 43,871)

  Cash flow from from investing
activities:
   Increase in intangible assets            (50,000)             -
   Purchase of patent rights                      -              -
   Purchase of furniture and equipment      (79,585)      (185,000)

    Net cash used for investing
                 Activities                 (29,585)      (185,000)

Cash flows from financing activities:
    Proceeds from issuance of common
stock                                             -        205,041
    Proceeds from notes payable             125,000              -
    Proceeds from subcription receivable    140,000              -
    Proceeds from additional paid - in -          -              -
             Net cash provided by
                 Financing activities       315,000        205,041

             Net increase/(decrease) in      97,393      (  23,830)

Cash at beginning of period               $  10,898      $  23,830

Cash at end of period                     $ 108,291      $       -

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

  Non-cash transaction:
     Issuance of common stock to          $                 $
stockholders of LifePlan                     50,000              -
</TABLE>
 The accompanying notes are an integral part of the consolidated
                      financial statement.
                               -5-

                          HIV-VAC, INC
                (A DEVELOPMENT STAGE ENTERPRISE)
             NOTES TO CONDENSED FINANCIAL STATEMENTS
                         MARCH 31, 2000.

                           (UNAUDITED)

1.  BASIS OF PRESENTATION

In  the opinion of the management of HIV-VAC, Inc. (the Company),
the accompanying unaudited condensed financial statements include
all normal adjustments considered necessary to present fairly the
financial position as of March 31, 2000, and the results  of  its
operations  for the three months and six months ended  March  31,
1999 and 2000, and cash flows for the six months ended March  31,
1999 and 2000. Interim results are not necessarily indicative  of
results for a full year.

The  condensed  financial statements and notes are  presented  as
permitted  by  Form 10-Q, and do not contain certain  information
included in the Company's audited financial statements and  notes
for the fiscal year ended September 30, 1999.

GOING CONCERN

The  Company's condensed 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, 1998, 1999 and the six  months
ended  March  31, 2000, the Company experienced  a  net  loss  of
$432,181, $191,519 and $270,712, respectively.

The  Company's  ability  to  continue  as  a  going  concern   is
contingent  upon  its  ability  to secure  additional  financing,
initiating   sale  of  its  product,  and  attaining   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 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

  2.   FINANCIAL STATEMENTS

The  condensed financial statements include the accounts  of  the
Company.

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  12  March
1999  were  returned  to  Persona's  controlling  shareholder  by
approval at a special meeting of the Company's shareholders  held
on 12 March 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.
Human  testing is expected to start in Russia within the next  12
months.

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

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 $462,231

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 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

Research  and  administrative expenses for the six  months  ended
March  31, 2000 increased by $ 234,463 from $37,001 for  the  six
months  ended  March 1999 to $271,464 for the  six  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. Expenses for the six  months  ended
March  31,  2000  consisted  principally  of  administrative  and
research  consulting costs, costs of establishing  a  laboratory,
general  administrative costs and a non-cash compensation expense
related to the cost of merger with Lifeplan.

OTHER INCOME

Other  income consisting of interest income 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  $270,712
compared to a loss of $37,001 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.

RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1999
EXPENDITURE

Research  and administrative expenses for the three months  ended
March  31, 2000 increased by $119,995 from $37,001 for the  three
months  ended  March 1999 to $156,996 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. Expenses for the three months  ended
March  31,  2000  consisted  principally  of  administrative  and
research  consulting costs, costs of establishing  a  laboratory,
general  administrative costs and a non-cash compensation expense
related to the cost of merger with Lifeplan.

OTHER INCOME

Other  income consisting of interest income 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 $156,247
compared  to  a loss of $37,001 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 $118,844 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.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

The  Company issued 10,000 preferred class A shares to  Intracell
Vaccines  Ltd  under a stock purchase agreement  approved  on  31
March  1999. Each preferred share is entitled to 3000  votes  per
share at any meeting of shareholders where votes are submitted.

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.

FINANCIAL STATEMENTS

Unaudited financial statements as of March 31, 2000, and for  the
three-month period then ended.

EXHIBITS

a)   Articles of Incorporation
                    ARTICLES OF INCORPORATION
                               OF
                      PERSONA RECORDS, INC.

(Filed 2/11/99)

We the Undersigned, having associated ourselves together for the
purpose of forming a Corporation under the general Corporation
Laws of the State of Nevada, do hereby certify:

                                I
      The name of the corporation is Persona Records, Inc.

                               II
The  Registered  Office is located at 6655 W. Sahara  Ave.,  Ste.
110, Las Vegas, NV 89146 and the Resident Agent, Lavert Davis, is
located at 6655 W. Sahara Ave. Ste 110, Las Vegas, NV 89146.

I,  Lavert  Davis,  hereby accept appointment as  the  Registered
Agent for the Above referenced corporation in accordance with NRS
78.090.

                                   Signature

                               III
The  Corporation  is  organized for the object  and  purposes  of
engaging   in   every  lawful  activity,  subject  to   expressed
limitations.

                               IV
The  amount of total authorized capital stock of this corporation
is fifty million (50,000,000) shares of common stock having a par
value  of  $.001  per  share,  said stock  being  non-assessable.
Holders  of this stock shall be entitled to vote at all corporate
elections  and  may cast one vote for each share  held  in  their
name.

                                V
The members of the governing board of this corporation are styled
Directors  and there is one (1) in number and the name  and  post
office address of the first board of directors is as follows:

                                                             Name
                                        Address
                                               Lavert       Davis
                                   6655 W. Sahara, Ste 110,
                                    Las Vegas, NV    89146

The number of members of the Board of Directors may, from time to
time,  be  increased  but  never less than  one,  in  the  manner
provided for by The Central Corporation Law.  Directors need  not
be stockholders, not to exceed ten directors.



                               VI
The  Board  of  Directors shall have the power and  authority  to
issue capital stock in exchange for money or other assets, or  as
legal payment for any services rendered.

                               VII
The  names and post office addresses of each of the incorporators
signing these Articles of Incorporation are as follows:

                                                             Name
                                        Address
                Lavert Davis                  6655 W. Sahara Ave,
                                   Ste 110
                                        Las Vegas, NV   89146

                              VIII
The duration of the existence of this corporation is perpetual.

                               IX
As  fully  as possible under the laws of the State of Nevada,  as
they now exist and as they may from time to time be revised,  the
corporation  intends that its directors be protected  from  legal
action by stockholders or other persons (Natural or otherwise) on
account of service as directors of the corporation.  Sonic Record
Inc., a director, shall not be liable for damages for actions  of
the  corporation  to  stockholders or other persons  (Natural  or
otherwise)  unless  such  director  engages  in  personal   fraud
directly affecting such action or actions of the corporation.

In Witness whereof, we have subscribed our undersigned names this
1st day of February 1999.

                                        Signature
                                        Lavert Davis
Notary

















      CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                    OF PERSONA RECORDS, INC.
                    (After issuance of Stock)

      The  undersigned, Lavert Davis, President and Secretary  of
Persona Records, Inc. does hereby certify

      That  the  Board of Directors of Persona Records,  Inc.  by
unanimous  Board  action,  on  February  23,  1999,  adopts   the
following   resolution   to  amend  the  original   Articles   of
Incorporation
as follows:

Article I is hereby amended to read as follows:

          The name of the corporation is HIV-VAC, Inc.

Article IV is hereby amended to read as follows:

The  aggregate number of shares which this corporation shall have
authority   to  issue  is  60,000,000  shares  of   stock.    The
corporation  is  authorized  to  issue  two  classes  of   stock,
designated Common Stock and Preferred Stock.  The total number of
shares  of  Common  Stock authorized to be issued  is  50,000,000
shares with a par value of $.001 per share.  The total number  of
Preferred Stock authorized to be issued is 10,000,000 with a  par
value  of  $.01 per share.  Any and all shares of  stock  may  be
issued,  reissued,  transferred  or  granted  as  the  Board   of
Directors,  in  its  discretion, may  determine.   The  Board  of
Directors shall have authority, pursuant to NRS 78.195 to set, by
resolution, the particular designations, preferences and relative
participating,   optional   or   other   special    rights    and
qualifications, limitations or restrictions of any class of stock
or  any series of stock within any class of stock issued by  this
corporation.   No  capital  stock of  this  corporation  will  be
subject  to  assessment and no holder of  any  shares  will  have
preemptive rights to subscribe to any or all issues of shares  of
securities of this corporation.

Article VI is hereby amended to read as follows:

At each election of directors, every shareholder entitled to vote
at such election has the right to vote in person or by proxy, the
number  of shares of stock held by such shareholder for  as  many
persons  as  there  are directors to be elected.   No  cumulative
voting for directors will be permitted.

The number of shares of said corporation outstanding and entitled
to  vote  on  the  amendment to the Articles of Incorporation  is
8,997,975  that the said change and amendment have been consented
to and approved by a majority vote of the stockholders holding at
least  a majority of each class of stock outstanding and entitled
to vote thereon.

Signature       President
                                        Secretary
                                                 Lavert     Davis
                                        Lavert Davis
Notarized

b)   Bylaws
                             BYLAWS

                               OF

                          HIV-VAC, Inc.

                       ARTICLE I - OFFICES

The  registered office of the Corporation in the State of  Nevada
shall be located in the City and
State   designated   in  the  Articles  of   incorporation.   The
Corporation may also maintain offices at
such  other places within or without the State of Nevada  as  the
Board of Directors may from time
to time determine.

              ARTICLE II - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings: (Chapter 78.3lO)

The  annual meeting of the shareholders of the Corporation  shall
be held at the time fixed, from
time to time, by the Directors.

Section 2 - Special Meetings: (Chapter 78.3 10)

Special  meetings of the shareholders may be called by the  Board
of Directors or such person or
persons  authorized by the Board of Directors and shall  be  held
within or without the State of Nevada.

Section 3 - Place of Meetings: (Chapter 78.310)

Meetings  of shareholders shall be held at the registered  office
of the Corporation, or at such other
places,  within or without the State of Nevada as  the  Directors
may from time to time fix.  If no
designation   is  made,  the  meeting  shall  be  held   at   the
Corporation's registered office in the state of
Nevada.

Section 4 - Notice of Meetings: (Section 78.370)

(a)  Written  or printed notice of each meeting of  shareholders,
whether annual or specia1, signed
by  the president, vice president or secretary, stating the  time
when and place where it is to be
held, as well as the purpose or purposes for which the meeting is
called shall be served either
personally  or by mail, by or at the direction of the  president,
the secretary, or the officer or


*  Unless otherwise stated herein all references to "Sections' in
these Bylaws refer to those
sections contained in Title 78 of the Nevada Private Corporations
Law.
the  person calling the meeting, not less than ten or  more  than
sixty days before the date of the
meeting  unless the lapse of the prescribed time shall have  been
waived before or after the taking
of  such action, upon each shareholder of record entitled to vote
at such meeting and to any other
shareholder to whom the giving of notice may be required by  law.
If mailed, such notice shall be
deemed  to  be  given when deposited in the United  States  mail,
addressed to the shareholder as it
appears  on the share transfer records of the Corporation  or  to
the current address which a
shareholder has delivered to the Corporation in a written notice.

(b)  Further notice to a shareholder is not required when  notice
of two consecutive annual
meetings, and all notices of meetings or of the taking of  action
by written consent without a
meeting  to  him  or  her  during the period  between  those  two
consecutive annual meetings; or all,
and  at  least two payments sent by first-class mail of dividends
or interest on securities during a
12-month period have been mailed addressed to him or her  at  his
or her address as shown on the
records of the Corporation and have been returned undeliverable.

Section 5 - Quorum: (Section 78.320)

(a)  Except as otherwise provided herein, or by law,  or  in  the
Articles of Incorporation (such
Articles   and   any   amendments   thereof   being   hereinafter
collectively referred to as the "Articles of
Incorporation"),  a quorum shall be present at  all  meetings  of
shareholders of the Corporation, if
the  holders of a majority of the shares entitled to vote on that
matter are represented at the
meeting in person or by proxy.

(b)  The  subsequent  withdrawal  of  any  shareholder  from  the
meeting, after the commencement of
a  meeting,  or  the  refusal of any shareholder  represented  in
person or by proxy to vote, shall have
no  effect on the existence of a quorum, after a quorum has  been
established at such meeting.

(c)   Despite  the  absence  of  a  quorum  at  any  meeting   of
shareholders the shareholders present
may adjourn the meeting.

Section 6 - Voting and Acting: (Section 78.320 & 78.350)

(a)  Except  as  otherwise  provided  by  law,  the  Articles  of
Incorporation, or these Bylaws, any
corporate action, the affirmative vote of the majority of  shares
entitled to vote on that matter and
represented  either  in  person or  by  proxy  at  a  meeting  of
shareholders at which a quorum is
present, shall be the act of the shareholders of the Corporation.

(b)  Except as otherwise provided by statute, the Certificate  of
Incorporation, or these Bylaws, at
each meeting of shareholders, each shareholder of the Corporation
entitled to vote thereat, shall
be  entitled to one vote for each share registered in his name on
the  books of the Corporation. Except that voting rights  granted
to  any series of preference shares will be voted as provided for
in the series.

(c)  Where  appropriate communication facilities  are  reasonably
available, any or all shareholders
shall  have the right to participate in any shareholders' meeting
by means of conference telephone
or any means of communications by which all persons participating
in the meeting are able to
hear each other.

Section 7 - Proxies: (Section 73.355)

Each  shareholder  entitled to vote  or  to  express  consent  or
dissent without a meeting, may do so
either  in person or by proxy, so long as such proxy is  executed
in writing by the shareholder
himself,  his authorized officer, director, employee or agent  or
by causing the signature of the
stockholder to be affixed to the writing by any reasonable means,
including, but not limited to, a
facsimile  signature  or by his attorney-in-fact  thereunto  duly
authorized in writing. Every proxy
shall  be revocable at will unless the proxy conspicuously states
that it is irrevocable and the
proxy  is coupled with an interest. A telegram, telex, cablegram,
or similar transmission by the
shareholder, or a photographic, photostatic, facsimile  shall  be
treated as a valid proxy, and
treated as a substitution of the original proxy, so long as  such
transmission is a complete
reproduction  executed by the shareholder. If  it  is  determined
that the telegram, cablegram or
other electronic transmission is valid, the persons appointed  by
the Corporation to count the
votes  of shareholders and determine the validity of proxies  and
ballots or other persons making
those determinations must specify the information upon which they
relied. No proxy shall be
valid  after  the expiration of six months from the date  of  its
execution, unless otherwise provided
in  the  proxy  .  Such  instrument shall  be  exhibited  to  the
Secretary at the meeting and shall be filed
with   the   records  of  the  Corporation.  If  any  shareholder
designates two or more persons to act as
proxies, a majority of those persons present at the meeting,  or,
if one is present, then that one has
and  may  exercise all of the powers conferred by the shareholder
upon all of the persons so
designated unless the shareholder provides otherwise.

Section 8 - Action Without a Meeting: (Section 78.320)

Unless otherwise provided for in the Articles of Incorporation of
the Corporation, any action to
be  taken at any annual or special shareholders' meeting, may  be
taken without a meeting, without
prior notice and without a vote if written consents are signed by
a majority of the shareholders of
the  Corporation,  except  however if a different  proportion  of
voting power is required by law, the
Articles  of Incorporation or these Bylaws, than that  proportion
of written consents is required.
Such  written  consents must be filed with  the  minutes  of  the
proceedings of the shareholders of
the Corporation.

                ARTICLE III - BOARD OF DIRECTORS

Section  1 - Number, Term, Election and Qualifications:  (Section
78.1 15 78.330)

(a) The first Board of Directors and all subsequent Boards of the
Corporation  shall  consist  of  three  (3),  unless  and   until
otherwise determined by vote of a majority of the entire Board of
Directors. The
Board  of  Directors or shareholders all have the power,  in  the
interim between annual and special
meetings of the shareholders, to increase or decrease the  number
of Directors of the Corporation.
A  Director  need not be a shareholder of the Corporation  unless
the Certificate of Incorporation of
the Corporation or these Bylaws so require.

(b) Except as may otherwise be provided herein or in the Articles
of Incorporation, the members
of  the Board of Directors of the Corporation shall be elected at
the first annual shareholders'
meeting and at each annual meeting thereafter, unless their terms
are staggered in the Articles of
Incorporation of the Corporation or these Bylaws, by a  plurality
of the votes cast at a meeting of
shareholders, by the holders of shares entitled to  vote  in  the
election

(c)  The  first  Board of Directors shall hold office  until  the
first annual meeting of shareholders
and  until  their successors have been duly elected and qualified
or until there is a decrease in the
number  of Directors. Thereinafter, Directors will be elected  at
the annual meeting of
shareholders and each shall hold office until the annual  meeting
of the shareholders next succeeding
his  election, unless the terms are staggered in the Articles  of
Incorporation of the Corporation
(so long as at least one-fourth in number of the Directors of the
Corporation are elected at each
annual shareholders' meeting) or these Bylaws, or until his prior
death, resignation or removal.
Any  Director may resign at any time upon written notice of  such
resignation to the Corporation.

(d)  All  Directors  of the Corporation shall have  equal  voting
power unless the Articles of
Incorporation of the Corporation provide that the voting power of
individual Directors or classes
of  Directors  are greater than or less than that  of  any  other
individual Directors or classes of
Directors, and the different voting powers may be stated  in  the
Articles of Incorporation or may
be  dependent  upon  any fact or event that  may  be  ascertained
outside the Articles of Incorporation
if  the  manner in which the fact or event may operate  on  those
voting powers is stated in the
Articles  of  Incorporation.  If the  Articles  of  Incorporation
provide that any Directors have voting
power   greater  than  or  less  than  other  Directors  of   the
Corporation, every reference in these
Bylaws  to a majority or other proportion of Directors  shall  be
deemed to refer to majority or
other  proportion  of the voting power of all  the  Directors  or
classes of Directors, as may be
required by the Articles of Incorporation.

Section 2 - Duties and Powers: (Section 78.120)

The  Board  of Directors shah be responsible for the control  and
management of the business and
affairs,  property  and  interests of the  Corporation,  and  mav
exercise all powers of the Corporation,
except  such as those stated under Nevada state law, are  in  the
Articles of Incorporation or by
these  Bylaws,  expressly  conferred  upon  or  reserved  to  the
shareholders or any other person or
persons named therein.

Section 3 - Regular Meetings; Notice: (Section 78.310)

(a)  A  regular meeting of the Board of Directors shall  be  held
either within or without the State of
Nevada at such time and at such place as the Board shall fix.


(b)  No  notice shall be required of any regular meeting  of  the
Board of Directors and, if given,
need  not  specify the purpose of the meeting; provided, however,
that  in case the Board of Directors shall fix or change the time
or  place  of  any regular meeting when such time and  place  was
fixed before such change, notice of such action shall be given to
each  Director who shall not have been present at the meeting  at
which  such action was taken within the time limited, and in  the
manner  set  forth  in  these  Bylaws  with  respect  to  special
meetings,  unless such notice shall be waived in the  manner  set
forth in these Bylaws.

Section 4 - Special Meetings; Notice: (Section 78.310)

(a)  Special meetings of the Board of Directors shall be held  at
such time and place as may be
specified in the respective notices or waivers of notice thereof.

(b)  Except as otherwise required by statute, written  notice  of
special meetings shall be mailed
directly  to each Director, addressed to him at his residence  or
usual place of business, or
delivered   orally,  with  sufficient  time  for  the  convenient
assembly of Directors thereat, or shall be
sent  to him at such place by telegram, radio or cable, or  shall
be delivered to him personally or
given  to  him orally, not later than the day before the  day  on
which the meeting is to be held. If
mailed, the notice of any special meeting shall be deemed  to  be
delivered on the second day after
it  is  deposited in the United States mails, so addressed,  with
postage prepaid. If notice is given
by telegram, it shall be deemed to be delivered when the telegram
is delivered to the telegraph
company.  A  notice, or waiver of notice, except as  required  by
these Bylaws, need not specify the
business  to be transacted at or the purpose or purposes  of  the
meeting.

(c)  Notice  of any special meeting shall not be required  to  be
given to any Director who shall
attend  such meeting without protesting prior thereto or  at  its
commencement the lack of notice
to  him, or who submits a signed waiver of notice whether  before
or after the meeting. Notice of
any adjourned meeting shall not be required to be given.

Section 5 - Chairperson:

The Chairperson of the Board, if any and if present shall preside
at all meetings of the Board of
Directors If there shall be no Chairperson, or he or she shall be
absent, then the President shall
preside, and in his or her absence, any other director chosen  by
the Board of Directors shall preside.

Section 6 - Quorum and Adjournments: (Section 78.315)

(a)  At  all meetings of the Board of Directors, or any committee
thereof, the presence of a
majority  of  the entire Board, or such committee thereof,  shall
constitute a quorum for the
transaction of business, except as otherwise provided by law,  by
the Certificate of Incorporation,
or these Bylaws.

(b) A majority of the Directors present at the time and place  of
any regular or special meeting,
although  less than a quorum, may adjourn the same from  time  to
time without notice, whether or
not  a  quorum exists. Notice of such adjourned meeting shall  be
given to Directors not present at the
time  of  the adjournment and, unless the time and place  of  the
adjourned meeting are announced
at  the time of the adjournment, to the other Directors who  were
present at the adjourned meeting.

Section 7 - Manner of Acting: (Section 78.315)

(a)  At  all  meetings of the Board of Directors,  each  Director
present shall have one vote,
irrespective of the number of shares of stock, if any,  which  he
may hold.

(b)  Except  as  otherwise provided by law, by  the  Articles  of
Incorporation, or these Bylaws,
action  approved  by  a majority of the votes  of  the  Directors
present at any meeting of the Board or
any  committee thereof, at which a quorum is present shall be the
act of the Board of Directors or
any committee thereof.

(c) Any action authorized in writing made prior or subsequent  to
such action, by all of the
Directors entitled to vote thereon and filed with the minutes  of
the Corporation shall be the act of
the  Board of Directors, or any committee thereof, and  have  the
same force and effect as if the
same  had been passed by unanimous vote at a duly called  meeting
of the Board or committee for
all purposes.

(c)  Where  appropriate communications facilities are  reasonably
available, any or all Directors
shall  have  the right to participate in any Board  of  Directors
meeting, or a committee of the Board
of  Directors  meeting, by means of conference telephone  or  any
means of communications by
which  all persons participating in the meeting are able to  hear
each other.

Section 8 - Vacancies: (Section 78.335)

(a)   Unless   otherwise  provided  for  by   the   Articles   of
Incorporation of the Corporation, any
vacancy  in  the  Board of Directors occurring by  reason  of  an
increase in the number of Directors,
or by reason of the death, resignation, disqualification, removal
or inability to act of any Director,
or  other  cause,  shall be filled by an affirmative  vote  of  a
majority of the remaining Directors,
though  less  than a quorum of the Board or by a  sole  remaining
Director, at any regular meeting
or  special  meeting of the Board of Directors  called  for  that
purpose  except whenever the shareholders of any class or classes
or  series thereof are entitled to elect one or more Directors by
the  Certificate  of Incorporation of the Corporation,  vacancies
and  newly  created  directorships of such class  or  classes  or
series  may  be filled by a majority of the Directors elected  by
such  class or classes or series thereof then in office, or by  a
sole remaining Director so elected.

(b)  Unless  otherwise  provided for  by  law,  the  Articles  of
Incorporation or these Bylaws, when
one  or  more  Directors shall resign from  the  Board  and  such
resignation is effective at a future
date, a majority of the Directors then in office, including those
who have so resigned, shall have
the  power  to fill such vacancy or vacancies, the vote otherwise
to take effect when such resignation or resignations shall become
effective.

Section 9 - Resignation: (Section 78.335)

A  Director  may resign at any time by giving written  notice  of
such resignation to the Corporation.

Section 10 - Removal: (Section 78.335)

Unless  otherwise provided for by the Articles of  Incorporation,
one or more or all the Directors
of  the  Corporation may be removed with or without cause at  any
time by a vote of two-thirds of
the  shareholders entitled to vote thereon, at a special  meeting
of the shareholders called for that
purpose,  unless  the  Articles  of  Incorporation  provide  that
Directors may only be removed for
cause,  provided however, such Director shall not be  removed  if
the Corporation states in its
Articles of Incorporation that its Directors shall be elected  by
cumulative voting and there are a
sufficient number of shares cast against his or her removal which
if cumulatively voted at an
election of Directors would be sufficient to elect him or her. If
a Director was elected by a
voting  group  of  shareholders, only the  shareholders  of  that
voting group may participate in the
vote to remove that Director.

Section 11 -  Compensation: (Section 78.140)

The  Board  of  Directors may authorize and establish  reasonable
compensation of the Directors for
services  to  the  Corporation as Directors, including,  but  not
limited to attendance at any annual or
special meeting of the Board.

Section 12 - Committees: (Section 78.125)

Unless otherwise provided for by the Articles of Incorporation of
the Corporation, the Board of
Directors may from time to time designate from among its  members
one or more committees,
and  alternate  members  thereof, as they  deem  desirable,  each
consisting of one or more members,
with  such powers and authority (to the extent permitted  by  law
and these Bylaws) as may be
provided in such resolution. Unless the Articles of Incorporation
or Bylaws state otherwise, the
Board  of  Directors  may appoint natural  persons  who  are  not
Directors  to  serve on such committees authorized  herein.  Each
such  committee  shall serve at the pleasure of  the  Board  and,
unless
otherwise stated by law, the Certificate of Incorporation of  the
Corporation or these Bylaws, shall
be  governed by the rules and regulations stated herein regarding
the Board of Directors.

                      ARTICLE IV - OFFICERS

Section  1 - Number, Qualifications, Election and Term of Office:
(Section 78.130)
(a)  The Corporation's officers shall have such titles and duties
as shall be stated in these Bylaws
or  in  a  resolution  of  the Board of Directors  which  is  not
inconsistent with these Bylaws. The
officers  of  the  Corporation  shall  consist  of  a  president,
secretary and treasurer, and also may have
one  or more vice presidents, assistant secretaries and assistant
treasurers and such other officers
as  the  Board of Directors may from time to time deem advisable.
Any officer may hold two or
more offices in the Corporation.

(b) The officers of the Corporation shall be elected by the Board
of Directors at the regular
annual  meeting  of  the Board following the  annual  meeting  of
shareholders.

(c)  Each  officer shall hold office until the annual meeting  of
the  Board of Directors next
succeeding his election and until his successor shall  have  been
duly elected and qualified,
subject  to  earlier termination by his or her death, resignation
or removal.

Section 2 - Resignation:
Any  officer may resign at any time by giving written  notice  of
such resignation to the Corporation.

Section 3 - Removal:

Any  officer  elected by the Board of Directors may  be  removed,
either with or without cause, and
a  successor elected by the Board at any time, and any officer or
assistant officer, if appointed by
another officer, may likewise be removed by such officer.

Section 4 - Vacancies:

A  vacancy, however caused, occurring in the Board and any  newly
created Directorships
resulting  from an increase in the authorized number of Directors
may be filled by the Board of
Directors.

Section 5 - Bonds:

The  Corporation may require any or all of its officers or agents
to post a bond, or otherwise, to
the  Corporation for the faithful performance of their  positions
or duties.

Section 6 - Compensation:

The  compensation  of  the officers of the Corporation  shall  be
fixed from time to time by the
Board of Directors.

                   ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock: (Section 78.235)

(a)  The  shares  of  the  Corporation shall  be  represented  by
certificates or shall be uncertificated
shares.

(b)  Certificated  shares  of  the Corporation  shall  be  signed
(either manually or by facsimile), by
officers  or  agents  designated  by  the  Corporation  for  such
purposes, and shall certify the number
of  shares  owned  by  him  in  the  Corporation.   Whenever  any
certificate is countersigned or
otherwise  authenticated by a transfer agent or  transfer  clerk,
and by a registrar, then a facsimile
of  the signatures of the officers or agents, the transfer  agent
or transfer clerk or the registrar of
the   Corporation  may  be  printed  or  lithographed  upon   the
certificate in lieu of the actual
signatures. If the Corporation uses facsimile signatures  of  its
officers and agents on its stock
certificates,  it cannot act as registrar of its own  stock,  but
its transfer agent and registrar may be
identical  if  the  institution acting in those  dual  capacities
countersigns or otherwise authenticates
any  stock  certificates in both capacities.  If any officer  who
has signed or whose facsimile signature has been placed upon such
certificate,  shall  have ceased to be such officer  before  such
certificate  is issued, it may be issued by the Corporation  with
the  same  effect as if he were such officer at the date  of  its
issue.

(c)  If  the Corporation issues uncertificated shares as provided
for in these Bylaws, within a
reasonable   time  after  the  issuance  or  transfer   of   such
uncertificated shares, and at least annually
thereafter, the Corporation shall send the shareholder a  written
statement certifying the number
of shares owned by such shareholder in the Corporation.

(d)   Except  as  otherwise  provided  by  law,  the  rights  and
obligations of the holders of
uncertificated  shares  and the rights  and  obligations  of  the
holders of certificates representing
shares of the same class and series shall be identical.

Section 2 - Lost or Destroyed Certificates: (Section 104.8405)

The   Board  of  Directors  may  direct  a  new  certificate   or
certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or
destroyed if the owner:

      (a) so requests before the Corporation has notice that  the
shares have been acquired by a
bona fide purchaser;
     (b)  files with the Corporation a sufficient indemnity bond;
and,
      (c)   satisfies such other requirements, including evidence
of such loss, theft or destruction,
as may be imposed by the Corporation.

Section  3  - Transfers of Shares: (Section 104.8401, 104.8406  &
104.8416)

(a)  Transfers  or  registration of transfers of  shares  of  the
Corporation shall be made on the stock
transfer  books  of  the  Corporation by  the  registered  holder
thereof, or by his attorney duly
authorized  by a written power of attorney; and in  the  case  of
shares represented by certificates,
only  after  the surrender to the Corporation of the certificates
representing such shares with such
shares  properly endorsed, with such evidence of the authenticity
of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably
require and the payment of
all stock transfer taxes due thereon.

(b)  The  Corporation shall be entitled to treat  the  holder  of
record of any share or shares as the
absolute  owner thereof for all purposes and, accordingly,  shall
not be bound to recognize any
legal, equitable or other claim to, or interest in, such share or
shares on the part of any other
person,  whether  or not it shall have express  or  other  notice
thereof, except as otherwise expressly
provided by law.

Section 4 - Record Date: (Section 78.215 & 78.350)

(a)  The  Board  of Directors may fix a date, in  advance,  which
shall not be more than sixty days before
the  meeting or action requiring a determination of shareholders,
as the record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of shareholders,
or  to  consent  to any proposal without a meeting,  or  for  the
purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any
other  action. If no record date is fixed, the record date for  a
determination of shareholders entitled to notice of meeting shall
be at the close of business on the day preceding the day on which
notice is given, or, if no notice is given, the day on which  the
meeting is held, or if notice is waived, at the close of business
on the day before the day on which the meeting is held.

(b) The Board of Directors may fix a record date, which shall not
precede the date upon which
the resolution fixing the record date is adopted for shareholders
entitled to receive payment of
any dividend or other distribution or allotment of any rights  of
shareholders entitled to exercise
any  rights  in respect of any change, conversion or exchange  of
stock, or for the purpose of any
other lawful action.

(c)  A determination of shareholders entitled to notice of or  to
vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board  of
Directors fixes a new record
date for the adjourned meeting.

Section 5 - Fractions of Shares/Scrip: (Section 78.205)

The Board of Directors may authorize the issuance of certificates
or payment of money for
fractions  of  a  share, either represented by a  certificate  or
uncertificated, which shall entitle the
holder   to   exercise  voting  rights,  receive  dividends   and
participate  in  any assets of the Corporation in  the  event  of
liquidation, in proportion to the fractional holdings; or it  may
authorize the payment in case of the fair value of fractions of a
share  as  of  the  time  when those  entitled  to  receive  such
fractions  are  determined;  or it may  authorize  the  issuance,
subject  to such conditions as may be permitted by law, of  scrip
in  registered  or  bearer  form over  the  manual  or  facsimile
signature of an officer or agent of the Corporation or its  agent
for  that  purpose,  exchangeable as therein  provided  for  full
shares, but such scrip shall not entitle the holder to any rights
of  shareholder,  except  as therein  provided.   The  scrip  may
contain  any provisions or conditions that the Corporation  deems
advisable.  If a scrip ceases to be exchangeable for  full  share
certificates, the shares that would otherwise have been  issuable
as  provided on the scrip are deemed to be treasury shares unless
the scrip contains other provisions for their disposition.

        ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)

(a) Dividends may be declared and paid out of any funds available
therefor, as often, in such
amounts, and at such time or times as the Board of Directors  may
determine and shares may be
issued  pro  rata and without consideration to the  Corporation's
shareholders or to the shareholders
of one or more classes or series.

(b)  Shares of one class or series may not be issued as  a  share
dividend to shareholders of another
class or series unless:
     (i) so authorized by the Articles of Incorporation;
      (ii)  a majority of the shareholders of the class or series
to be issued approve the issue; or,
     (iii) there are no outstanding shares of the class or series
of shares that are authorized to be
issued.

                    ARTICLE VII - FISCAL YEAR

The  fiscal year of the Corporation shall be fixed, and shall  be
subject to change by the Board of
Directors from time to time, subject to applicable law.

         ARTICLE VIII - CORPORATE SEAL (Section 78.065)

The  corporate seal, if any, shall be in such form  as  shall  be
prescribed and altered, from time to
time,  by  the Board of Directors. The use of a seal or stamp  by
the Corporation on corporate
documents is not necessary and the lack thereof shall not in  any
way affect the legality of a
corporate document.

                     ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders:

All  Bylaws of the Corporation shall be subject to alteration  or
repeal, and new Bylaws may be
made, by a majority vote of the shareholders at the time entitled
to vote in the election of
Directors  even though these Bylaws may also be altered,  amended
or repealed by the Board of
Directors.

Section 2 - By Directors: (Section 78.120)

The  Board  of  Directors shall have power to make, adopt  alter,
amend and repeal, from time to
time, Bylaws of the Corporation.

          ARTICLE X - WAIVER OF NOTICE (Section 78.375)

Whenever  any notice is required to be given by law, the Articles
of Incorporation or these
Bylaws, a written waiver signed by the person or persons entitled
to such notice, whether before
or  after the meeting by any person, shall constitute a waiver of
notice of such meeting.

       ARTICLE XI - INTERESTED DIRECTORS (Section 78.140)

No  contract  or  transaction shall be void or voidable  if  such
contract or transaction is between the
Corporation  and  one or more of its Directors  or  officers,  or
between the Corporation and any
other    corporation,   partnership,   association,   or    other
organization in which one or more of its
Directors  or  officers  are directors or  officers,  or  have  a
financial interest, when such Director or
officer  is  present  at or participates in the  meeting  of  the
Board, or the committee of the
shareholders which authorizes the contract or transaction or his,
her or their votes are counted
for such purpose, if:

      (a) the material facts as to his, her or their relationship
or  interest and as to the contract or transaction are  disclosed
or  are known to the Board of Directors or the committee and  are
noted  in the minutes of such meeting, and the Board or committee
in  good  faith  authorizes the contract or  transaction  by  the
affirmative  votes of a majority of the disinterested  Directors,
even though the disinterested Directors be less than a quorum; or
      (b) the material facts as to his, her or their relationship
or relationships or interest or
interests and as to the contract or transaction are disclosed  or
are  known to the shareholders entitIed to vote thereon, and  the
contract or transaction is specifically approved in good faith by
vote
of the shareholders; or
       (c)  the  contract  or  transaction  is  fair  as  to  the
Corporation as of the time it is authorized,
approved or ratified by the Board of Directors or a committee  of
the shareholders; or
     (d) the fact of the common directorship, office or financial
interest is not disclosed or
known  to the Director or officer at the time the transaction  is
brought before the Board of
Directors of the Corporation for such action.

Such  interested  Directors may be counted when  determining  the
presence of a quorum at the
Board  of Directors or committee meeting authorizing the contract
or transaction.

 ARTICLE XII - ANNUAL LIST OF OFFICERS DIRECTORS AND REGISTERED
                              AGENT
                    (Section 78.150 & 78.165)

The  Corporation shall, within sixty days after the filing of its
Articles of Incorporation with the
Secretary of State, and annually thereafter on or before the last
day of the month in which the
anniversary date of incorporation occurs each year, file with the
Secretary of State a list of its
president,  secretary  and treasurer and all  of  its  Directors,
along with the post office box or street
address, either residence or business, and a designation  of  its
resident agent in the state of
Nevada.   Such  list  shall be certified by  an  officer  of  the
Corporation.
ARTICLE XIII-AUTHENTICATION

      The  foregoing Bylaws were read, approved, and duly adopted
by  the  Board on the 31st  day of March 1999. The President  and
Secretary  were empowered to authenticate these Bylaws  by  their
signatures below.



                                   /s/ Lavert Davis
                                   Lavert Davis, President

c)    Reports  on  Form 8-K:    The Company filed a Form  8-K  on
  March  8, 2000 disclosing acquisition of LifePlan. The  Company
  filed a Form 8-K12G3 on May 11, 2000, which included its Year End
  financial information as of September 30, 1999.

                           SIGNATURES

Pursuant  to  the  requirements of Section 12 of  the  Securities
Exchange  Act  of  1934,  the Registrant  has  duly  caused  this
registration  statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized.

                           Hiv-Vac, Inc.



                           By: /s/ Anthony DeMint
                              Anthony DeMint, President
                           Date: May 16, 2000