UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

For the quarterly period ended June 30, 2000       Commission File No. 000-30603

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








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


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

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

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

There are  39,631,058  shares of common stock  outstanding  and 10,000 shares of
preferred stock outstanding as of June 30, 2000.

<PAGE>

                                  HIV-VAC, Inc.

                                   Form 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 2000

                                TABLE OF CONTENTS



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

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations:
                Overview...................................................   15
                Results of Operations......................................   16
                Liquidity and Capital Resources............................   17

PART II.       OTHER INFORMATION

Item 1.        Legal Proceedings...........................................   18
Item 2.        Changes in Securities and Use of Proceeds...................   18
Item 3.        Defaults upon Senior Securities.............................   18
Item 4.        Submission of a Matter to a Vote of Security Holders........   18
Item 5         Other Information...........................................   18
Item 6.        Exhibits and Reports on Form 8-K............................   18

               Signature...................................................   19
               Certifications..............................................   20
               Exhibit  ...................................................   22






                                       2
<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION
                        FINANCIAL STATEMENTS HIV-VAC, INC
                            CONDENSED BALANCE SHEETS
                                   (UNAUDITED)

                                     ASSETS
                                                                June 30,       September 30,
                                                                  2000             1999
                                                             -------------    -------------
                                                              (unaudited)
<S>                                                          <C>              <C>
Current Assets
  Cash                                                       $      78,421           10,898
  Note receivable                                                    5,553             --
                                                             -------------    -------------
          Total Current Assets                                      83,974           10,898
                                                             -------------    -------------

Furniture and Equipment                                             29,918             --
                                                             -------------    -------------

Other Assets
  Patent rights                                                    220,096          177,292
                                                             -------------    -------------
          Total Assets                                       $     333,988    $     188,190
                                                             =============    =============
                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Notes payable                                              $     140,000           15,000
  Accrued liabilities
  Accounts Payable                                                  38,778            9,696
  Related Parties                                                  242,935          140,720
                                                             -------------    -------------
          Total Current Liabilities                                421,713          165,416
                                                             -------------    -------------
Stockholders' Equity
    Preferred stock, non preferential, $0.01 par value;
    1,000,000 shares authorized;
    10,000 shares issued and outstanding                               100              100
    Common stock, $0.001 par value;
    50,000,000 shares authorized;
    39,631,098 shares issued and
    outstanding, respectively                                       39,631           35,211
 Treasury Stock                                                     (1,767)          (1,767)
  Additional paid-in capital                                     2,054,758        1,017,805
  Accumulated deficit                                           (2,180,447)        (888,575)
                                                             -------------    -------------
                                                                   (87,725)         162,774


  Less: subscription receivable                                       --           (140,000)
                                                             -------------    -------------
          Total Stockholders' Equity                               (87,725)          22,774
                                                             -------------    -------------

          Total Liabilities and Stockholders' Equity         $     333,988    $     188,190
                                                             =============    =============

</TABLE>

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

                                       3
<PAGE>
<TABLE>
<CAPTION>

                    HIV-VAC Inc (A Development Stage Company)
                 CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                                                                     Period from
                                                                                                     January 10,
                                    Three months    Three months    Nine months     Nine months         1997
                                       ended           ended           ended           ended       (Inception) to
                                      June 30,        June 30,        June 30,        June 30,        June 30,
                                        2000            1999            2000            1999            2000
                                    ------------    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>             <C>

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

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

Expenses

General and administrative               735,580          11,436         789,439          16,434         435,597

Research & Development                   141,085          63,777         301,820          63,777         830,719

Depreciation & Amortization                7,520           3,854          16,543           3,854          24,251
Licencing Fees                           185,500            --           185,500            --           185,000
Loss on Disposal of Persona                 --              --              --            30,195          30,195
                                    ------------    ------------    ------------    ------------    ------------

          Total Expenses               1,069,685          79,067       1,293,302         114,260       1,505,762
                                    ------------    ------------    ------------    ------------    ------------


    Loss from Operations              (1,069,685)        (79,067)     (1,293,302)       (114,260)     (1,505,762)
                                    ------------    ------------    ------------    ------------    ------------

Other Income (Expenses)
Other Expenses                              --              --              --              --          (243,934)
  Interest income                            678            --             1,430            --             1,430
                                    ------------    ------------    ------------    ------------    ------------
  Total Other Income (Expense)               678            --             1,430            --          (242,504)
                                    ------------    ------------    ------------    ------------    ------------

Loss from continuing operations       (1,069,685)        (79,067)     (1,291,872)       (114,260)     (1,748,266)

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


          Net Loss                  $  1,069,007)        (79,067)   $ (1,291,872)   $   (114,260)     (2,180,447)
                                    ============    ============    ============    ============    ============

Net Loss Per Common Share           $     (0.005)         (0.002)   $     (0.036)   $     (0.003)
                                    ============    ============    ============    ============

Weighted Average Number of Shares     35,443,969      35,311,272      35,527,590      35,267,315

</TABLE>



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

                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                      Nine months        Nine months        Period from
                                                         ended              ended         January 10, 1997
                                                        June 30,           June 30,       (Inception)  to
                                                          2000               1999          June 30, 2000
                                                    ---------------    ---------------    ---------------
<S>                                                 <C>                <C>                <C>
Cash flows from operating activities;

  Net loss                                          $    (1,291,872)   $      (114,260)        (2,180,447)
  Adjustments to reconcile net loss to net
   cash used in operating activities:

    Depreciation expense                                     16,543              3,854             24,251
    Directors and Officers compensation                        --                 --               15,000
    Issue of stock for services                             675,000               --              675,000
    Issue of stock for licence                              185,500               --              185,500
    Other Expenses relating to Nouveaux                        --                 --              243,934
    Increase in notes receivable                             (5,552)              --               (5,552)

    Increase (Decrease) in accrued liabilites               131,295             73,343            265,674
                                                    ---------------    ---------------    ---------------
             Net cash used by operating
                 Activities                                (289,086)           (37,063)          (776,640)
                                                    ---------------    ---------------    ---------------
  Cash flow from from investing activities:

   Purchase of patent rights                                   --              (85,000)           (85,000)
   Cash from Acqusition                                         272               --                  272
   Purchase of Treasury Stock                                  --               (1,767)            (1,767)
   Purchase of furniture and equipment                      (32,037)             (--)             (32,037)
                                                    ---------------    ---------------    ---------------
    Net cash used for investing
                 Activities                                 (31,765)           (86,767)          (118,532)
                                                    ---------------    ---------------    ---------------

Cash flows from financing activities:
    Proceeds from issue of preferred stock                     --                 --                  100
    Proceeds from issuance of common stock                  123,646            240,000            371,657
    Proceeds from notes payable                             125,000               --              140,000
    Payment of stockholders loan                               (272)              --                 (272)
    Proceeds from subcription receivable                    140,000           (140,000)              --
    Proceeds from additional paid - in - capital               --                 --              342,108
                                                    ---------------    ---------------    ---------------
             Net cash provided by
                 Financing activities                       388,374            100,000            853,593
                                                    ---------------    ---------------    ---------------

             Net increase/(decrease) in cash                 67,523            (23,830)           (41,579)

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


Cash at end of period                               $        78,421    $          --               78,421
                                                    ===============    ===============    ===============



                                       5
<PAGE>

Supplemental disclosure of cash flow Information:
        Cash paid during the period for:
         Interest                                   $          --      $          --                 --
                                                    ===============    ===============    ===============
         Income taxes                               $          --      $          --                 --
                                                    ===============    ===============    ===============
  Non-cash transaction:
     Issuance of stock for licence fees                     185,500               --              185,500
                                                    ===============    ===============    ===============
     Issuance of Stock for Services                         675,000               --              675,000
                                                    ===============    ===============    ===============
  Capitalized officers' compensation                $          --      $          --      $        15,000
                                                    ===============    ===============    ===============
  Issuance of common shares for                     $          --      $          --      $       106,525
                                                    ===============    ===============    ===============
  Issuance of common shares for license             $          --      $       100,000    $       100,000
                                                    ===============    ===============    ===============
  Issuance of common shares for
   LifePlan merger                                  $        50,000    $          --      $        50,000
                                                    ===============    ===============    ===============
  Forgiveness of stockholder debt                   $         7,227    $          --      $         7,227
                                                    ===============    ===============    ===============

</TABLE>










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

                                       6
<PAGE>
<TABLE>
<CAPTION>

HIV-VAC INC (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 2000
(UNAUDITED)


                                              Preferred Series A            Common Stock
                                          -------------------------   -------------------------      Treasury
                                             Shares        Amount        Shares        Amount         Stock
                                          -----------   -----------   -----------   -----------    -----------
<S>                                       <C>           <C>           <C>           <C>            <C>
Balance - September 30, 1999
                                               10,000           100    35,211,272        35,211         (1,767)
Net loss
                                          -----------   -----------   -----------   -----------    -----------
Subscription received
Shares issued - acquisition of LifePlan
                                                 --            --         100,000           100           --
Forgiveness of stockholder debt
                                          -----------   -----------   -----------   -----------    -----------

Issue of stock for cash                          --            --         527,893           528           --

Issue of stock for licence                       --            --         791,893           792           --

Issue of stock for legal services                --            --       3,000,000         3,000           --
                                          -----------   -----------   -----------   -----------    -----------
Balance - March 31, 2000                       10,000   $       100    39,631,058   $    39,631    $    (1,767)
                                          ===========   ===========   ===========   ===========    ===========





                                                                      Accumulated
                                           Additional                    Other                         Total
                                            Paid in    Subscription  Comprehensive   Accumulated   Stockholders'
                                            Capital     Receivable   Income (Loss)     Deficit         Equity
                                          -----------  ------------  -------------   -----------   -----------
Balance - September 30, 1999                1,017,805      (140,000)         --        (888,575)        22,774
                                                                                                   -----------
Net loss                                         --            --            --      (1,291,872)    (1,291,872)

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

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

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

Issue of stock for cash                       123,118          --            --            --          123,646

Issue of stock for licence                    184,708          --            --            --          185,500

Issue of stock for legal services             672,000          --            --            --          675,000
                                          -----------   -----------   -----------   -----------    -----------

Balance - March 31, 2000                  $ 2,054,758   $      --     $      --     $(2,180,447)   $   (87,725)
                                          ===========   ===========   ===========   ===========    ===========

</TABLE>





                                       7
<PAGE>

                                  HIV-VAC, INC
                        (A DEVELOPMENT STAGE ENTERPRISE)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                           JUNE 30, 2000. (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Development  Stage  Enterprise:  HIV-VAC  Inc  reverted to a  development  stage
enterprise  when it  disposed of its music  recording  assets  (March  1999) and
commenced  the  research  and  development  of its HIV  vaccine.  The  Companys'
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 nine  months  ended June 30,  2000 and the year
ended  September 30, 1999, the Company  experienced a net loss of $1,291,872 and
$212,460, respectively.

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

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

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

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

Intangible  Assets:  Intangible assets consist of licensing rights and Goodwill.
The licensing rights are being amortized using the straight-line method over the
remaining  estimated economic useful life of 12 years commencing April 1999. The
Goodwill is being ammortized over 5 years.



                                       8
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  CONTINUED

The Company  reviews its  long-lived  assets for impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  An impairment  loss would be recognized  when estimated  future
cash  flows  expected  to  result  from the use of the  asset  and its  eventual
disposition are less than its carrying amount.

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

Fair Value of  Financial  Instruments:  The  carrying  amounts  reported  in the
balance sheets for cash and cash equivalents,  accounts receivable, and accounts
payable  approximate fair value because of the immediate or short-term  maturity
of these financial instruments.  The carrying amounts reported for notes payable
and long-term debt approximates fair value because, in general,  the interest on
the underlying instruments approximates market rates.

Income Taxes: The Company  accounts for income taxes under Financial  Accounting
Standards  Board of Financial  Accounting  Standards  No. 109,  "Accounting  for
Income Taxes." Under  Statement  109,  deferred tax assets and  liabilities  are
recognized for the future tax consequences  attributable to differences  between
the financial  statement carrying amounts of existing assets and liabilities and
their  respective tax basis.  Deferred tax assets and  liabilities  are measured
using  enacted  tax rates  expected  to apply to taxable  income in the years in
which those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and  liabilities of a change in
tax rates is  recognized  in income in the period that  includes  the  enactment
date. No current or deferred  income tax expense or benefit were  recognized due
to the Company not having any material operations for the periods ended June 30,
2000 and 1999.

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

Net Loss Per Common  Share:  Basic and diluted net loss per common share for the
period ended March 31, 2000,  1999 and  cumulative to date is computed  based on
the  weighted  average  common  shares  outstanding  as defined by  Statement of
Financial  Accounting  Standards  No. 128,  "Earnings  Per Share".  Common stock
equivalents  have not been included in the computation of diluted loss per share
since the effect would be anti-dilutive.

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

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


                                       9
<PAGE>

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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

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

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

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

NOTE 2 - FIXED ASSETS
Fixed Assets consisted of the following at June 30, 2000 and September 30, 1999.

                                                  June 30,      September 30,
                                                    2000              1999
                                               -------------    -------------
  Furniture                                    $         936    $           -
  Equipment                                           31,101                -
                                               -------------    -------------
                                                      32,037                -
  Less accumulated depreciation                       (2,119)               -
                                               -------------    -------------
     Net                                       $      29,918    $           -
                                               =============    =============

NOTE 3 - INTANGIBLE ASSETS

Intangible  Assets  consisted of the  following at June 30, 2000  September  30,
1999:

                                                  June 30,      September 30,
                                                    2000              1999
                                               -------------    -------------
  Licensing Rights                             $     185,000    $     185,000
  Goodwill                                            57,228                -
                                               -------------    -------------
  Total                                              242,228          185,000
  Less accumulated amortization                      (22,132)          (7,708)
                                               -------------    -------------
     Net                                       $     220,096    $     177,292
                                               =============    =============




                                       10
<PAGE>

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


NOTE 4  - LICENSING AGREEMENT

On March 15, 1999, the Company entered into an agreement with Intracell Vaccines
Limited (Intracell) whereby the Company issued 5,750,000 shares of Common Stock,
10,000  Preferred  Stock and  $85,000  for an  aggregate  amount of  $185,000 in
exchange for the  worldwide  licensing  rights to an AIDS/HIIV  developed by The
University of Birmingham, UK.

On April 6, 1999, this agreement was amended to include an anti-dilution  clause
which provided for Intracell and its shareholders to maintain an equity position
of 60% of the  common  shares of the  Company  until the  company  had raised $5
million.   Specifically,   when  the  Company   issues  stock  to  others,   the
anti-dilution clause requires the Company to issue additional stock to Intracell
so that Intracell maintains its 60% interest in the Company.

As part of the March 15, 1999  issuance of 5,750,000  shares to  Intracell,  the
Company  agreed to make  advance  minimum  royalty  payments  of  $76,500 to the
University of Birmingham  Research and Development Limited commencing January 1,
2002. The minimum payments are for the duration of the patents.

The Company  also issued  stock  options to the  shareholders  of  Intracell  to
purchase a total of 30,000,000 shares of the Company's Common Stock, conditional
on the outcome of three  separate  events (See Note 7(b)).  The options have not
been valued because they are subject to contingencies.


NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)

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

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

       b.     On May 26, 2000, the Company issued 454,545 common shares with par
              value of $.001  per  share  for cash of  $99,990  and also  issued
              681,817  common share at par to  Intracell  Vaccines Ltd under the
              terms of the anti-dilution  provision of the Assignment of License
              agreement dated April 6, 1999.

       c.     On June 29, 2000 the company  issued  73,348 common share with par
              value of $.001  per  share  for cash of  $23,655  and also  issued
              110,076  common shares at par to Intracell  Vaccines Ltd under the
              terms of the anti-dilution  provision of the Assignment of License
              agreement dated April 6, 1999.

       d.     On June 29, 2000,  the company  issued  3,000,000  million  common
              shares  with a par value of $.001 for legal  consulting  services.
              The shares were issued at $0.225 each.





                                       11
<PAGE>

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

NOTE 6 - BUSINESS COMBINATIONS

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES

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

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

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

              None of the  contingencies  had  been met at June  30,  2000.  The
              options expire on April 1, 2004.

NOTE 8 - INCOME TAXES

Due to net operating  losses and the uncertainty of realization,  no tax benefit
has been  recognized for operating  losses.  At September 30, 1999 net operating
losses of approximately  $800,000 are available for carry forward against future
years' taxable income and begin expiring in the year 2014. The Company's ability
to utilize  its net  operating  loss carry  forwards  is  uncertain  and thus no
valuation  reserve has been  provided  against the  Company's  net  deferred tax
assets.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of  approximately  $210,000 and $ nil for the nine months ended June 31,
2000,  and 1999  respectively.  As of June 30, 2000,  the balance due to related
party stockholders arising from the normal course of business is $242,935.



                                       12
<PAGE>

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


NOTE 10 - NOTES PAYABLE

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


NOTE 11  SUBSEQUENT EVENTS

ISSUE OF STOCK

         On July 05,  2000 the company  issued  459,770  common  shares with par
         value of $.001 per share for cash of $99,990  and also  issued  689,655
         common  shares at par to Intracell  Vaccines Ltd under the terms of the
         anti-dilution  provision of the Assignment of License  agreement  dated
         April 6, 1999.

         On July 24, 2000,  the company issued  3,000,000  million shares with a
         par value of $.001 for  legal  consulting  services.  The  shares  were
         issued at $0.225 each.

         On July 27,  2000 the company  issued  459,770  common  shares with par
         value of $.001 per share for cash of $99,990  and also  issued  689,655
         common  shares at par to Intracell  Vaccines Ltd under the terms of the
         anti-dilution  provision of the Assignment of License  agreement  dated
         April 6, 1999.









                                       13
<PAGE>

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

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

OVERVIEW

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

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

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

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


                                       14
<PAGE>

To date, we have  generated no operating  revenues.  We  anticipate  only modest
revenues  from  government  or other  grants or from  collaborations  with other
entities  over the next  three to five  years.  We have  incurred  losses  since
inception as a result of research and development and general and administrative
expenses in support of our  operations.  As of June 30,  2000,  we had a deficit
accumulated during the development stage of $2,180,447.

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  of  sub-licences  on payment  of  upfront  fees as well as the
payment of on-going royalties on sales.

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

RESULTS OF OPERATIONS

NINE MONTHS ENDED JUNE 30, 2000 COMPARED TO THE NINE MONTHS ENDED JUNE 30, 1999

EXPENDITURE

Research  and  development  expenses  for the nine  months  ended June 30,  2000
increased  by $ 238,043  from  $63,777  for the nine  months  ended June 1999 to
$301,820 for the nine months ended June 30,  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.  General and Administration  expenses
for the nine months ended June 30, 2000  increased by $773,005  from $16,434 for
the nine months  ended June 30, 1999 to $789,439  for the nine months ended June
30, 2000. The increase in costs was mainly due to legal  consulting  services of
$675,000 and an increase in accounting fees.  Licence fee costs of $185,500 were
incurred  for the nine  months  ended  June 30,  2000  with no  expenditure  the
previous year.  Depreciation  and  amortization  costs increased by $12,689 from
$3,854 for the nine  months  ended June 30,  1999 to $16,543 for the nine months
ended June 30, 2000.

OTHER INCOME

Other  income  consisted  of  interest  income  of $1,430  derived  from cash on
deposit.  The Company  received no income for the comparable  period ended March
31, 1999.





                                       15
<PAGE>

NET LOSS

Net loss for the nine months  ended June 30, 2000 was  $1,293,302  compared to a
loss of $114,260 for the nine months  ended June 30,  1999.  The increase in net
loss was due to legal and licencing  costs and the change in  operations  from a
producer of music productions to vaccine development

RESULTS OF OPERATIONS

THREE  MONTHS  ENDED JUNE 30, 2000  COMPARED TO THE THREE  MONTHS ENDED JUNE 30,
1999

EXPENDITURE

Research  and  development  expenses  for the three  months  ended June 30, 2000
increased  by  $77,308  from  $63,777  for the three  months  ended June 1999 to
$141,085 for the three months ended June 30, 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.  General and administration  expenses
for the three months ended June 30, 2000 increased by $724,144 from $ 11,436 for
the three months ended June 30, 1999 to $735,680 for the three months ended June
30, 2000. The increase in costs was mainly due to legal  consulting  services of
$675,000 and an increase in accounting fees.  Licence fee costs of $185,500 were
incurred  for the three  months  ended  June 30,  2000 with no  expenditure  the
previous year.  Depreciation  and  amortization  costs  increased by $3,666 from
$3,854 for the three  months  ended June 30,  1999 to $7,520 for the nine months
ended June 30, 2000.

OTHER INCOME

Other  income  consisting  of interest  income of $678 was derived  from cash on
deposit. The Company received no income for the comparable period ended June 30,
1999.

NET LOSS

Net loss for the three months ended June 30, 2000 was  $1,069,007  compared to a
loss of $79,067 for the three months  ended June 30,  1999.  The increase in net
loss was due to he commencement of vaccine  research and development and license
and legal consulting costs.

LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and investment  securities were $78,421 at June 30, 2000.
During the nine months ended June 30, 2000, the Company has financed  operations
through  capital  provided  through a note of  $125,000,  a loan from  Intracell
Vaccines Ltd. and through the private sale of 527,893 common shares for cash for
$123,646. The Company has also issued 3,000,000 common shares in connection with
legal consulting services and issued 100,000 common shares under an agreement of
merger with the shareholder of Lifeplan. In addition, the Company issued 791,893
common  shares valued at $185,500 to Intracell  Vaccines  Limited under terms of
the  anti-dilution  clause of the assignment of license agreement dated April 6,
1999.

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.



                                       16
<PAGE>

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 March 31, 1999.  Each  preferred
share is entitled to 3000 votes per share at any meeting of  shareholders  where
votes are submitted.

On March 8, 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 $0.50 each.

On May 26, 2000 the Company issued 454,545 common shares with par value of $.001
per share for cash of $99,990.  and also issued  681,817 common shares at par to
Intracell  Vaccines  Ltd under the terms of the  anti-dilution  provision of the
Assignment of Licence agreement dated April 6, 1999.

On June 29, 2000 the company issued 73,348 common shares with par value of $.001
per share for cash of $23,655.  and also issued  110,076 common shares at par to
Intracell  Vaccines  Ltd under the terms of the  anti-dilution  provision of the
Assignment of Licence agreement dated 6 April 1999.

On June 29, 2000, the company issued 3,000,000  million common shares with a par
value of $.001 for legal consulting  services.  The shares were issued at $0.225
each.

ITEM 3.        DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.        OTHER INFORMATION

None.

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


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

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





                                       17
<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized, this 12 day of August, 2000.

                                                       HIV-VAC Inc.


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


















                                       18
<PAGE>

                                 CERTIFICATIONS


I, Kevin Murray, certify that:

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

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

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


Date:  October 22, 2002



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





                                       19
<PAGE>

                                 CERTIFICATIONS


I, Sally Del Principe, certify that:

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

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

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


Date:  October 22, 2002



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









                                       20