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, 2003

                          Commission File No. 000-30603


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


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


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

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




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

There are  9,266,669  shares  of  common  stock  outstanding,  10,000  shares of
preferred   series  "A"  and  300,000  shares  of  preferred  series  "B"  stock
outstanding as of March 31, 2003.

<PAGE>

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

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEET
            MARCH 31, 2003 (UNAUDITED)                                       3

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

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

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)               7-11



                                      * * *


<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                           BALANCE SHEETS (Unaudited)
                                     ASSETS
                                                                                       September 30,
                                                                    March 31, 2003         2002
                                                                    --------------    --------------
<S>                                                                 <C>               <C>
Current Assets
  Cash and equivalents                                              $        2,840    $       18,577
  Prepaid expenditure                                                       59,908            18,056
                                                                    --------------    --------------
     Total current assets                                                   62,748            36,633
                                                                    --------------    --------------

Furniture and equipment, net                                                21,234            25,834
                                                                    --------------    --------------
Other Assets
  Intangible assets, net                                                   123,335           131,043
                                                                    --------------    --------------
Total assets                                                        $      207,317    $      193,510
                                                                    ==============    ==============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accrued liabilities:
     Related parties                                                       279,852           135,999
     Accounts payable                                                      248,158           319,024
                                                                    --------------    --------------
     Total Current Liabilities                                             528,010           455,023
                                                                    --------------    --------------
Stockholders' Equity (Deficit)
   Preferred stock, $0.01 par value; 10,000,000 shares authorized
         Series A, non-preferential; 10,000 issued and
         Outstanding                                                           100               100
         Series B, convertible, non-preferential; 1,000,000
         and -0- shares issued and outstanding, respectively                10,000            10,000
   Common stock, $0.001 par value; 500,000,000 shares
      authorized;  9,266,669 and 7,816,669 shares issued
      and outstanding, respectively                                          9,267             7,817
   Additional paid in capital                                            6,342,190         6,098,041
   Deficit accumulated during the development stage                     (6,659,447)       (6,360,434)
   Treasury stock, at cost; 101,6 common stock
   and 700,000 Preferred Stock, Series B                                    (8,767)           (8,767)
   Accumulated other comprehensive loss                                    (14,036)           (8,269)
                                                                    --------------    --------------
    Total stockholders' equity (deficit)                                  (320,693)         (261,512)
                                                                    --------------    --------------
     Total liabilities and stockholders' equity (deficit)           $      207,317    $      193,510
                                                                    ==============    ==============

</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                                  HIV-VAC, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
   FOR THE QUARTERS ENDED MARCH 31, 2003 & 2002, THE SIX MOTHS ENDED MARCH 31,
  2003 & 2002 AND FOR THE PERIOD FROM JANUARY 10, 1997 (INCEPTION) TO MARCH 31,
                                2003 (UNAUDITED)


                                                                                                           Period from
                                                                                  Six           Six        January 10,
                                                     Quarter      Quarter        Months        Months         1997
                                                      Ended        Ended         ending        ending      (Inception)
                                                    March 31,     March 31,     March 31,     March 31,    to March 31,
                                                      2003          2002          2003          2002          2003
                                                   ----------    ----------    ----------    ----------    ----------
<S>                                                <C>           <C>           <C>           <C>           <C>
Expenses
   Research and development costs                      73,789        89,219       147,652       168,657     1,456,992
   General and administrative                          19,112        56,112        81,030        72,865       668,183
   Legal fees                                          15,000        10,000        20,000        20,000     1,467,566
   Licensing fees                                        --            --            --            --         635,500
   Patent fees                                         19,969         5,210        38,023        23,277     1,612,595
   Depreciation and amortization                        6,154         6,121        12,308        15,104        88,847
   Loss from disposal of assets                          --            --            --            --          30,195
                                                   ----------    ----------    ----------    ----------    ----------
                                                      134,023       166,662       299,013       300,903     5,959,878
                                                   ----------    ----------    ----------    ----------    ----------

     Loss from operations                            (134,023)     (166,662)     (299,013)     (300,903)   (5,959,878)
                                                   ----------    ----------    ----------    ----------    ----------

Other Income (Expense)
   Other expenses                                        --            --            --            --        (261,162)
   Interest income                                       --              43          --             356         3,774
                                                   ----------    ----------    ----------    ----------    ----------
     Total other income (expense)                        --              43          --             356      (257,388)
                                                   ----------    ----------    ----------    ----------    ----------

     Loss from continuing operations                 (134,023)     (166,619)     (299,013      (300,547)   (6,217,266)
Loss from discontinued operations                        --            --            --            --            --


Loss from Discontinued Operations                        --            --            --            --        (432,181)
                                                   ----------    ----------    ----------    ----------    ----------

     Net loss                                        (134,023)     (166,619)     (299,013)     (300,547)   (6,649,447)
                                                   ==========    ==========    ==========    ==========    ==========

Loss per weighted-average share of common
   stock outstanding - basic and diluted           $   (0.014)   $    (0.05)   $    (0.03)   $    (0.09)
                                                   ==========    ==========    ==========    ==========

Weighted average number of common shares
   outstanding during period - basic and diluted    9,266,669     3,488,746     9,030,642     3,488,746
                                                   ==========    ==========    ==========    ==========

</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                         Period from
                                                         January 10,         For the Six Months Ended
                                                            1997         --------------------------------
                                                       (Inception) to        March 31,         March 31,
                                                       March 31, 2003          2003              2002
                                                       --------------    --------------    --------------
<S>                                                    <C>               <C>               <C>
Cash Flows From Operating Activities:
  Net loss                                             $   (6,649,447)   $     (299,013)   $     (300,547)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
      Amortization and depreciation                            88,847            12,308            15,104
      Officers' compensation capitalized                      100,000              --              20,000
      Other expenses relating to Noveaux acquisition          261,163              --                --
      Issuance of stock for services                        1,424,500              --              22,500
      Issuance of stock for licensing fees                    635,500              --                --
      Issuance of stock for directors and officers
      compensation                                            110,100            50,100              --
      Issuance of stock for patent fees                     1,500,000              --                --
      Issuance of stock for fees and current debt             920,500           195,500              --
      Issuance of stock for note payable                      140,000              --                --
      Loss from foreign currency translation                  (14,037)           (5,767)           (1,124)
      Increase  in prepaid expenditure                        (59,907)          (41,852)          (54,191)
      (Decrease) in notes payable                            (140,000)             --                --
      Increase in accrued liabilities                         514,532            72,987           274,895
                                                       --------------    --------------    --------------
Net Cash Used in Operating Activities                      (1,168,249)          (15,737)          (23,363)
                                                       --------------    --------------    --------------

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

Cash Flows from Financing Activities:
   Proceeds from issue of preferred stock series B             10,000              --                --
   Proceeds from issuance of common stock                     689,164              --                --
   Preferred dividends paid                                      --                --                --




                                       5
<PAGE>

   Proceeds from notes payable                                140,000              --                --
   Subscription receivable                                       --                --                --
   Proceeds from sale of treasury stock and
   warrants                                                    15,000              --                --
   Payment of stockholder's loan                                 (272)             --                --
   Proceeds from additional paid in capital                   342,108              --                --
                                                       --------------    --------------    --------------
Net Cash Provided by Financing Activities                   1,196,000              --                --
                                                       --------------    --------------    --------------


Net increase (decrease) in cash                                (2,840)          (15,737)          (33,363)
Cash and equivalents at beginning of period                      --              18,577            41,427
                                                       --------------    --------------    --------------
Cash and equivalents at end of period                  $        2,840    $        2,840    $        8,064
                                                       ==============    ==============    ==============


                                                         Period from
                                                         January 10,         For the Six Months Ended
                                                            1997         --------------------------------
                                                       (Inception) to        March 31,         March 31,
                                                       March 31, 2003          2003              2002
                                                       --------------    --------------    --------------
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:

   Interest                                            $         --      $         --      $         --
                                                       ==============    ==============    ==============
   Income taxes                                        $         --      $         --      $         --
                                                       ==============    ==============    ==============
Non Cash Transactions:
   Capitalized officers' compensation                  $      100,000    $         --      $       10,000
                                                       ==============    ==============    ==============
   Issuance of common shares for Noveaux merger        $      106,525    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for license               $      735,500    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for patent fees           $    1,500,000    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for LifePlan merger       $       50,000    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of common shares for services              $    1,424,500    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of stock for note                          $      140,000    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of stock for debt and services             $      920,500    $      195,500    $         --
                                                       ==============    ==============    ==============
   Preferred B stock dividend                          $       10,000    $         --      $         --
                                                       ==============    ==============    ==============
   Issuance of stock to directors and officers         $      110,100    $       35,100    $         --
                                                       ==============    ==============    ==============
   Forgiveness of stockholder debt                     $        7,227    $         --      $         --
                                                       ==============    ==============    ==============

</TABLE>



                                       6
<PAGE>

                                  HIV-VAC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 MARCH 31, 2003.
(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Operations:  HIV-VAC,  Inc. (the "Company"),  formerly known as
Personna  Records,  Inc.  (Personna) was  incorporated on January 10,1997 in the
State of Nevada.  Personna (originally known as Sonic Records, Inc.) was engaged
in the production and distribution of musical records.  In April 1998,  Personna
merged  with  Nouveaux   Corporation   whereby  Personna  became  the  surviving
corporation.

Development  Stage  Enterprise:  HIV-VAC  Inc  reverted to a  development  stage
enterprise  when it  disposed of its music  recording  assets  (March  1999) and
commenced  the  research  and  development  of its HIV  vaccine.  The  Company's
principal  activities  since March 1999 have  included  defining and  conducting
research  programs,  conducting  animal  clinical  trials,  raising  capital and
researching ways to enhance the company's intellectual property. The Company has
not yet commenced human trials.

Going  Concern:  The  Company's  financial  statements  are presented on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities  in the normal  course of  business.  The  Company  has  experienced
recurring  losses since  inception and has negative net working capital and cash
flows from  operations.  For the years ended  September  30, 2002 and 2001,  the
Company experienced a net loss of $806,523 and $2,015,401 respectively.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure additional financing, initiate sale of its product, and attain
profitable operations.

Management is pursuing various sources of equity financing. Although the Company
plans to pursue additional financing, there can be no assurance that the Company
will be able to secure  financing or obtain financing on terms beneficial to the
Company.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Fixed  Assets:  Fixed  assets are stated at cost.  Maintenance  and  repairs are
expensed in the period incurred; major renewals and betterments are capitalized.
When items of property are sold or retired,  the related  costs are removed from
the  accounts  and any  gain or loss is  included  in  income.  Depreciation  is
computed using the straight-line method over the estimated economic useful lives
of 5 years for office equipment and 7 years for office furniture.

Intangible Assets:  Intangible assets consist of licensing rights. The licensing
rights are being  amortized  using the  straight-line  method over the remaining
estimated  economic useful life of 12 years  commencing  April 1999. The Company
reviews  its  long-lived  assets for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable.  An impairment loss would be recognized when estimated  future cash
flows expected to result from the use of the asset and its eventual  disposition
are less than its carrying amount.

Cash and Cash Equivalents:  For purposes of the cash flow statement, the Company
considers all highly liquid  investments with maturities of three months or less
at the time of purchase to be cash equivalents.




                                       7
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

Fair Value of  Financial  Instruments:  The  carrying  amounts  reported  in the
balance sheets for cash and cash equivalents,  accounts receivable, and accounts
payable  approximate fair value because of the immediate or short-term  maturity
of these financial instruments.

Income Taxes: The Company  accounts for income taxes under Financial  Accounting
Standards  Board of Financial  Accounting  Standards  No. 109,  "Accounting  for
Income Taxes." Under  Statement  109,  deferred tax assets and  liabilities  are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date. No current or deferred  income tax expense or benefit were  recognized due
to the Company not having any material  operations for the years ended September
30, 2002 and 2001.

Use of Estimates:  The  preparation of financial  statements in conformity  with
generally accepted  accounting  principles requires management to make estimates
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the finical statements and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Net Loss Per Common  Share:  Basic and diluted net loss per common share for the
periods  ended  December 31 2002,  and 2001 are  computed  based on the weighted
average  common  shares   outstanding  as  defined  by  Statement  of  Financial
Accounting  Standards No. 128,  "Earnings Per Share".  Common stock  equivalents
have not been  included in the  computation  of diluted loss per share since the
effect would be anti-dilutive.

Foreign  Currency:  Assets and  liabilities  recorded in foreign  currencies are
translated  at  the  exchange  rate  on  the  balance  sheet  date.  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.

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.



                                       8
<PAGE>
                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

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

                                     March 31,     September 30,
                                       2003            2002
                                   ------------    ------------

   Furniture                       $        936    $        936
   Equipment                             47,480          47,480
                                   ------------    ------------
                                         48,416          48,416
   Less accumulated depreciation        (27,181)        (22,582)
                                   ------------    ------------
      Net                          $     21,234    $     25,834
                                   ============    ============

Depreciation  expense for the six months ended March 31, 2003 and the year ended
September 30, 2002, was $4,600 and $9,200 respectively

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

                                   December 31,    September 30,
                                       2002            2002
                                   ------------    ------------

   Licensing Rights                $    185,000    $    185,000
   Less accumulated amortization        (61,665)        (59,957)
                                   ------------    ------------
      Net                          $    123,335    $    131,043
                                   ============    ============

Amortization  expense for the three months ended  December 31, 2002 and the year
ended September 30, 2002, was $7,708 and $15,418 respectively.

NOTE 4 - LICENSING  AGREEMENT

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited (Intracell) whereby the Company issued 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/HIV vaccine developed by
The University of  Birmingham,  UK. The Company also issued stock options to the
shareholders  of  Intracell  to  purchase  a total of  30,000,000  shares of the
Company's Common Stock, conditional on the outcome of three separate events.(See
Commitments  and  Contingencies).  The options have not been valued because they
are subject to  contingencies.  The Company also agreed to make advance  minimum
royalty  payments  of $80,500  to the  University  of  Birmingham  Research  and
Development Limited commencing January 1, 2002. The minimum payments are for the
duration of the patents. In April 6, 1999, this agreement was amended to include
an  anti-dilution  clause which provided for Intracell and its  shareholders  to
maintain an equity position of 60% of the common shares of the Company until the
company had raised $5 million.  Specifically,  when the Company  issues stock to
others, the anti-dilution  clause requires the Company to issue additional stock
to Intracell so that Intracell maintains its 60% interest in the Company.


                                       9
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


The Company  failed to attract  financing  as agreed  under the  agreement  with
Intracell  Vaccine Ltd, and on July 16, 2001 the Company  amended the  agreement
with  Intracell , whereby  Intracell  agreed to waive its right to terminate the
assignment  of license  agreement  provided that the Company issue an additional
3,000,000 of its common shares to Intracell  and  7,500,000  options to purchase
shares of common stock of the Company.  Such options vest in blocks of 2,500,000
upon the occurrence of certain events.(See Commitments and Contingencies).

NOTE 5 - STOCKHOLDERS' EQUITY

On October  29,  2002,  the Company  issued  900,000  shares of common  stock in
aggregate  each to Sheldon Cohen,  Linda Fedko and Cliff Bodden as  compensation
for services  rendered  valued at $51,000.  and the Company also issued  250,000
shares of common stock to Irwin Rapoport as compensation  for services  rendered
valued at $42,500.  The issuance of these  shares were made in reliance  upon an
exemption pursuant to Section 4(2) of the Act.

On October  30,  2002,  the Company  issued a total of 300,000  shares of common
stock each to the directors and officers of the company. The stock was issued at
$0.17 per share as  compensation  for services  rendered to the  company.  These
shares were issued in reliance upon an exemption pursuant to Section 4(2) of the
Act.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 2002,  the Company  entered  into a lease
          agreement for office facility expiring on April 30, 2003. Rent expense
          for the year ended September 30, 2002,was $18,794.  The future minimum
          lease  payments  required  under the lease is $8,900 for  fiscal  year
          2003.

     b)   Stock Options.

          On March 15, 1999, the Company  entered into a stock option  agreement
          in which the  Company  granted to  Intracell  options to  purchase  an
          aggregate of 300,000 shares under three separate  conditional  events.
          The Company authorized the exercise of the options as follows:

               1.)  The option to purchase  100,000  Common  Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.
               2.)  The option to purchase  100,000  Common  Stock at $0.001 per
                    share should the Company  commence United States  Government
                    Food and Drug Administration  ("FDA") Phase 11 trials of its
                    HIV vaccine.
               3.)  The option to purchase  100,000  Common  Stock at $0.001 per
                    share  should the  Company  obtain FDA  approval  of its HIV
                    vaccine.

               None of the  contingencies had been met at December 31, 2001. The
               options expire on April 1, 2004.

          On August 7, 2001, the Company  provided  Intracell with three options
          to acquire a total of 7,500,000 shares as follows:



                                       10
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)


          1.   2,500,000  shares of common stock at $0.50 per share when Phase I
               human trials begin.
          2.   2,500,000  shares of common stock at $1.00 per share when Phase 3
               human trials begin.
          3.   2,500,000  shares  of common  stock at $2.00  per share  when the
               Company   receives  a  product   licence   from  any   recognized
               government.

     None of the  contingencies  had been met at December 31, 2001.  The options
     expire on April 1, 2004.

Warrants - On July 29,  2002,  the  Company  issued  stock  warrants  to acquire
3,000,000  shares of the Company's common stock at $1.50 per share. The warrants
expire in December 2003.

Royalty  Payments under  Licensing  Agreement - The Company has commited to make
minimum  royalty  payments of $80,500 per annum, in advance to the University of
Birmingham  Research and Development  Limited,  commencing  January 1, 2002. The
minimum  payments will remain in effect for the duration of the  utilization  of
the patents.  As of the quarter  ended March 31, 2003,  the Company had not made
the above payments.

Consulting  Agreement  - Persuant to the  consulting  agreement  with  Intracell
Vaccines,  the Company is commited to pay Intracell Vaccines a consulting fee of
$70,000 per  quarter.  Intracel  Vaccines  has the right,  due to the  companies
failure to make these payments, to terminate the consulting agreement.

NOTE 7 - INCOME TAXES

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been recognized for operating  losses.  At September 30, 2002, net operating
losses of  approximately  $5,050,000  are available  for carry  forward  against
future years'  taxable income and begin expiring in the year 2014. The Company's
ability to utilize its net operating  loss carry  forwards is uncertain and thus
no valuation  reserve has been  provided  against the Company's net deferred tax
assets.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $140,000 for each six month period ended March 31, 2003 and March 31,
2002. As of March 31, 2003 and  September  30, 2002,  the balance due to related
party  stockholders  arising from the normal course of business was $279,852 and
$135,999 respectively.





                                       11
<PAGE>

ITEM 2.  MANAGAMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            Plan of Operation

       We were  incorporated in January of 1997, and do not have any significant
operating history or financial results.  We have only recently begun our vaccine
development  and marketing  operations,  including the  pre-clinical  testing in
Russia  of our  proposed  vaccine  designed  to  combat  HIV/AIDS,  building  an
infrastructure  and filing our periodic filings with the Securities and Exchange
Commission.  As a result,  research and  development  costs for the three months
ended March 31, 2003  decreased  by $15,430  from  $89,219 for the three  months
ended March 31,  2002 to $73,789.  For the three  months  ended March 31,  2003,
expenses other than research and  development  decreased by $17,209 from $77,443
for the quarter  ended March 31, 2002 to $60,234 for the quarter ended March 31,
2003. The reduction in  expenditure  was mainly due to a reduction in consulting
costs.  The Company  received no interest  income during the quarter ended March
31,  2003  compared to  interest  income of $43 for the quarter  ended March 31,
2002.  We  incurred  a net loss of  $134,023  or  $(0.014)  per  share  based on
9,266,669  weighted  average shares  outstanding for the quarter ended March 31,
2002  compared to $166,619  or $(0.05)  per share  based on  3,488,746  weighted
average shares  outstanding  for the quarter ended March 31, 2003.  Research and
development  costs for the six months  ended March 31,  2003  reduced by $21,005
from  $168,657  for the six months ended March 31, 2002 to $ 147,652 for the six
months ended March 31, 2003.  The reduction of  expenditure  was a result of the
company conserving cash. Expenses other than research and development  increased
by $19,115 from $132,246 for the six months ended March 31, 2002 to $151,361 for
the six months ended March 31, 2003. The increase in expenditure  was mainly due
to first time patent fees of $18,005 that began during the first  quarter  March
31, 2002. We did not conduct any  operations  of a commercial  nature during the
period from  January 10, 1997 (date of  inception)  to March 31,  2003.  We have
relied on advances of  approximately  $280,000 from our principal  stockholders,
trade payables of approximately  $248,000,  proceeds of $1,196,000 from the sale
of common stock and the issue of stock for fees and/or services in the amount of
$4,665,600  to support  our limited  operations.  As of March 31,  2003,  we had
approximately $2,840 of cash and cash equivalents. Operations for the six months
ended March 31, 2003 have been financed  through a loan from Intracell  Vaccines
Limited  and  through  the  utilization  of  $15,737  in cash on  hand.  We seek
additional  equity or debt financing of up to $7 million which we plan to use to
use for working capital and to continue implementing pre-clinical and Phase I/II
testing of our proposed vaccine. If we do not get sufficient  financing,  we may
not be able to  continue  as a  going  concern  and we may  have to  curtail  or
terminate  our  operations  and  liquidate our business (see Note 1 to financial
statements).

       Our  business  plan for the next  year will  consist  of  implementing  a
PhaseI/II  trial with the Medical  Control Agency in The United Kingdom  through
the  application  for a CTX exemption to commence a Phase I/II trial. We plan to
apply  for a CTX  exemption  using  the Clade B strain of the virus as soon as a
vaccine using the local Clade B strain is made available. The manufacture of the
vaccine will be contracted out and the Company is currently  evaluating  various
different manufacturers in Russia, the UK and the USA.

       We also plan to initiate  further trials in Russia,  in conjunction  with
The Russia  Federal  Aids  Center,  a  department  of The Central  Institute  of
Epidemiology,  Moscow, Russia. We intend to institute studies of the efficacy of
the vaccine in non-human primates in parallel or preceding Phase I trials of the
vaccine in human subjects in Moscow,  Russia. We expect the regulatory  approval
process to take up to six  months to  complete.  The  proposed  vaccine  will be
manufactured  in Russia,  under the  supervision  and quality control of various
parties within and without  Russia,  including the Federal Russia AIDS Centre in
Moscow and laboratories in Birmingham and London, U.K.


                                       12
<PAGE>

       In addition,  we  anticipate  initiating a Phase I/II trial in Sub-Sahara
Africa  using the local  African  HIV  sub-type.  These  trials  will be done in
conjunction  with  local  Government  and would  commence  after a  satisfactory
pre-clinical  trial has completed the evaluation of toxicity and  immunogenicity
of the local strain.  However, we cannot initiate the pre-clinical or Phase I/II
trials  until  such  time as we have  raised at least $3  million,  which is the
amount we anticipate we will need for these trials.  Furthermore, in addition to
restrictions due to lack of funding,  we also need to manufacture a batch of the
vaccine to initiate these trials. We cannot manufacture a batch until we have an
agreement in place with a country in Africa that is prepared to work with us. It
is estimated  that these  pre-clinical  trials would take  approximately  twelve
months to complete  once we have an  agreement  in place.  If these  trials take
place, we intend to invite the Division of AIDS of National Institute of Allergy
and Infectious Diseases to monitor the African trials.

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

       No trials are  currently  scheduled  to take place in the United  States.
However,  it is our  intention to invite the National  Institute of Health (NIH)
through the offices of The  Division of AIDS  (DIADS) to assist in the  planning
and  execution  of the trials and monitor  the trials  described  above.  If the
trials are successful, then we would hope to undertake a Phase I/II trial in the
United States within two years of the summer of 2003.  There can be no assurance
that we will be able to undertake such a trial in the United States, nor can the
results of the trials in Russia and/or Zambia and the UK be predicted.

       We estimate that we will require  approximately  $6 million to $7 million
to conduct our vaccine  development  activities  through  March 31,  2004.  This
amount  will be used to pay for  vaccine  manufacture,  vaccine  trial costs and
testing,  equipment  and  corporate  overhead.  We plan to raise a minimum of $5
million through one or more private offerings pursuant to Rule 506 or Regulation
D or through an offshore offering pursuant to Regulation S; however,  nothing in
this annual report shall  constitute an offer of any securities  for sale.  Such
shares  when  sold will not have  been  registered  under the Act and may not be
offered  or sold in the  United  States  absent  registration  or an  applicable
exemption from registration requirements. If we are unable to raise this amount,
we will most likely cease all activity  related to our vaccine  development  and
marketing,  or at the very least,  proceed on a reduced  scale.  We have to date
relied on a small  number of  investors  to  provide us with  financing  for the
commencement of our development  program,  including Intracell Vaccines Limited.
Amounts owed to these individuals are payable upon demand.

       We expect to purchase approximately $500,000 in equipment in the next two
years to be used for research and expanding testing  laboratories.  In addition,
we  expect  to hire an  additional  fifteen  employees  for  both  research  and
administrative  support over the next five years. We are  anticipating  that the
sources of funds for the intended  clinical  trials will be the proceeds that we
receive from the conversion of our  outstanding  Series B preferred  stock,  the
exercise  of  outstanding  warrants  and options and  possible  assistance  from
Intracell in the form of a loan.  In addition we are looking at other  financing
methods including  finding joint venture partners who might provide  substantial
funding to the  project or the  granting of  sub-licenses  on payment of upfront
fees and the payment of on-going royalties on sales. However, the Company is not
currently negotiating with any potential joint venture partners and there can be
no assurance that the Company will enter into any joint venture agreements.



                                       13
<PAGE>

Item 3. Controls and Procedures.

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

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



                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None.

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

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

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

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

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



                                       14
<PAGE>

                                   SIGNATURES

       In accordance  with the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 15th day of May, 2003.


                                                  HIV-VAC, INC.


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


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






                                       15
<PAGE>

                                 CERTIFICATIONS

I, Kevin W. Murray, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 15, 2003                                /s/ Kevin W. Murray
                                                  -------------------
                                                  Kevin W. Murray
                                                  Chief Executive Officer



                                       16
<PAGE>

                                 CERTIFICATIONS

I, Sally Del Principe, certify that:

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

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

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

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

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

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

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

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

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

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

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


Date: May 15, 2003                                    /s/ Sally Del Principe
                                                      ----------------------
                                                      Sally Del Principe
                                                      Chief Financial Officer



                                       17