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 December 31, 2002

                          Commission File No. 000-30603


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


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

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

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



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

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

<PAGE>

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

                INDEX TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



                                                                           PAGE
                                                                           ----

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         CONDENSED BALANCE SHEET
            SEPTEMBER 30, 2002 (UNAUDITED)                                  3

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

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

         NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)               7-11



                                      * * *


<PAGE>
<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

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

Furniture and equipment, net                                                 23,534           25,834
                                                                      -------------    -------------
Other Assets
  Intangible assets, net                                                    127,189          159,657
                                                                      -------------    -------------
Total assets                                                          $     159,367    $     222,124
                                                                      =============    =============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
  Accrued liabilities:
     Related parties                                                        207,832          135,999
     Accounts payable                                                       140,180          319,024
                                                                      -------------    -------------
     Total Current Liabilities                                              348,012          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                                           6,367,190        6,138,041
     Deficit accumulated during the development stage                    (6,550,425)      (6,371,821)
     Treasury stock, at cost; 101,6 common stock
     and 700,000 Preferred Stock, Series B                                   (8,767)          (8,767)
     Accumulated other comprehensive loss                                   (16,010)          (8,269)
                                                                      -------------    -------------
    Total stockholders' equity (deficit)                                   (188,645)        (232,899)
                                                                      -------------    -------------
     Total liabilities and stockholders' equity (deficit)             $     159,367    $     222,124
                                                                      =============    =============

</TABLE>

See accompanying notes to unaudited condensed financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>

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


                                                         Quarter         Quarter          Period from
                                                          Ended           Ended         January 10, 1997
                                                       December 31,    December 31,      (Inception) to
                                                           2002            2001        December 31, 2002
                                                       ------------    ------------    -----------------
<S>                                                    <C>             <C>             <C>
Expenses
   Research and development costs                            73,862          79,438         1,383,202
   General and administrative                                46,919          30,611           634,072
   Legal fees                                                 5,000          10,000         1,452,566
   Licensing fees                                              --              --             635,500
   Patent fees                                               18,055           5,210         1,592,627
   Depreciation and amortization                              6,154           8,982           111,307
   Loss from disposal of assets                                --              --              30,195
                                                       ------------    ------------      ------------
                                                            149,990         134,241         5,839,469
                                                       ------------    ------------      ------------

         Loss from operations                              (149,990)       (134,241)       (5,839,469)
                                                       ------------    ------------      ------------

Other Income (Expense)
   Other expenses                                              --              --            (243,934)
   Interest income                                             --               311             3,774
                                                       ------------    ------------      ------------
         Total other income (expense)                          --               311          (240,161)
                                                       ------------    ------------      ------------

         Loss from continuing operations                   (149,990)       (133,930)       (6,079,630)

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

Cumulative effect of changes in accounting principal        (28,614)           --             (28,614)
                                                       ------------    ------------      ------------

      Net loss                                             (178,604)       (133,930)       (6,540,425)
                                                       ============    ============      ============

Loss per weighted-average share of common
   stock outstanding - basic and diluted               $     (0.022)   $      (0.04)
                                                       ============    ============

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

</TABLE>


                                       4
<PAGE>
<TABLE>
<CAPTION>

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

                                                        Period from
                                                        January 10,
                                                            1997          For the Three Months Ended
                                                      (Inception) to    ------------------------------
                                                        December 31,     December 31,     December 31,
                                                            2002             2002             2001
                                                       -------------    -------------    -------------
<S>                                                    <C>              <C>              <C>
Cash Flows From Operating Activities:
  Net loss                                             $  (6,540,425)   $    (178,604)   $    (133,928)
   Adjustments to reconcile net loss to
      net cash used in operating activities:
      Amortization and depreciation                          111,307            6,154            8,983
      Officers' compensation capitalized                     100,000             --             10,000
      Cumulative effect of changes in accounting
      principal                                               28,614           28,614             --
      Other expenses relating to Noveaux acquisition         243,934             --               --
      Issuance of stock for services                       1,424,500             --               --
      Issuance of stock for licensing fees                   635,500             --               --
      Issuance of stock for  directors and officers
      compensation                                            95,100           35,100             --
      Issuance of stock for patent fees                    1,500,000             --               --
      Issuance of stock for fees and current debt            920,500          195,500             --
      Issuance of stock for note payable                     140,000             --               --
      Loss from foreign currency translation                 (16,010)          (7,741)            (751)
      Decrease  in prepaid expenditure                          --             18,055             --
      (Decrease) in notes payable                           (140,000)            --               --
      Increase in accrued liabilities                        334,535         (107,011)          93,823
                                                       -------------    -------------    -------------
Net Cash Used in Operating Activities                     (1,162,445)          (9,933)         (21,873)
                                                       -------------    -------------    -------------

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

Cash Flows from Financing Activities:
   Proceeds from issue of preferred stock series B            10,000             --               --


                                       5
<PAGE>

   Proceeds from issuance of common stock                    689,164             --               --
   Preferred dividends paid                                     --               --               --
   Proceeds from notes payable                               140,000             --               --
   Subscription receivable                                      --               --               --
   Proceeds from sale of treasury stock and
   warrants                                                   15,000             --               --
   Payment of stockholder's loan                                (272)            --               --
   Proceeds from additional paid in capital                  342,108             --               --
                                                       -------------    -------------    -------------
Net Cash Provided by Financing Activities                  1,196,000             --               --
                                                       -------------    -------------    -------------

Net increase (decrease) in cash                                8,644           (9,933)         (21,873)
Cash and equivalents at beginning of period                     --             18,577           41,427
                                                       -------------    -------------    -------------
Cash and equivalents at end of period                  $       8,644    $       8,644    $      19,554
                                                       =============    =============    =============


                                                        Period from
                                                        January 10,
                                                            1997          For the Three Months Ended
                                                      (Inception) to    ------------------------------
                                                        December 31,     December 31,     December 31,
                                                            2002             2002             2001
                                                       -------------    -------------    -------------

Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
   Interest                                            $        --      $        --      $        --
                                                       =============    =============    =============
   Income taxes                                        $        --      $        --      $        --
                                                       =============    =============    =============
Non Cash Transactions:
   Capitalized officers' compensation                  $     100,000    $        --      $      10,000
                                                       =============    =============    =============
   Issuance of common shares for Noveaux merger        $     106,525    $        --      $        --
                                                       =============    =============    =============
   Issuance of common shares for license               $     735,500    $        --      $        --
                                                       =============    =============    =============
   Issuance of common shares for patent fees           $   1,500,000    $        --      $        --
                                                       =============    =============    =============
   Issuance of common shares for LifePlan merger       $      50,000    $        --      $        --
                                                       =============    =============    =============
   Issuance of common shares for services              $   1,424,500    $        --      $        --
                                                       =============    =============    =============
   Issuance of stock for note                          $     140,000    $        --      $        --
                                                       =============    =============    =============
   Issuance of stock for debt and services             $     920,500    $     195,500    $        --
                                                       =============    =============    =============
   Preferred B stock dividend                          $      10,000    $        --      $        --
                                                       =============    =============    =============
   Issuance of stock to directors and officers         $      95,100    $      35,100    $        --
                                                       =============    =============    =============
   Forgiveness of stockholder debt                     $       7,227    $        --      $        --
                                                       =============    =============    =============

</TABLE>


                                       6
<PAGE>

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

(UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Development  Stage  Enterprise:  HIV-VAC  Inc  reverted to a  development  stage
enterprise  when it  disposed of its music  recording  assets  (March  1999) and
commenced  the  research  and  development  of its HIV  vaccine.  The  Company,s
principal  activities  since March 1999 have  included  defining and  conducting
research  programs,  conducting  animal  clinical  trials,  raising  capital and
researching ways to enhance the company's intellectual property. The Company has
not  yet  commenced  human  trials..  Going  Concern:  The  Company's  financial
statements  are  presented on a going  concern  basis,  which  contemplates  the
realization  of assets and  satisfaction  of liabilities in the normal course of
business.  The Company has experienced  recurring losses since inception and has
negative net working capital and cash flows from operations. For the years ended
September 30, 2002 and 2001, the Company  experienced a net loss of $817,968 and
$2,026,846, 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.  Goodwill was
written  off at the  beginning  of the  period,  based on the fair  value of the
asset. 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:

                                               December 31,     September 30,
                                                   2002              2002
                                              -------------     -------------
  Furniture                                   $         936     $         936
  Equipment                                          47,480            47,840
                                              -------------     -------------
                                                     48,416            48,416
  Less accumulated depreciation                     (24,882)          (22,582)
                                              -------------     -------------
     Net                                      $      23,534     $      25,834
                                              =============     =============

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

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

                                               December 31,     September 30,
                                                   2002              2002
                                              -------------     -------------
  Licensing Rights                            $     185,000     $     185,000
  Goodwill                                                -            57,228
                                              -------------     -------------
  Total                                             185,000           242,228
  Less accumulated amortization                     (57,811)          (82,571)
                                              -------------     -------------
     Net                                      $     127,189     $     159,657
                                              =============     =============

Amortization  expense for the three months ended  December 31, 2002 and the year
ended September 30, 2002, was $3,854 and $26,863 respectively.  Pursuant to SFAS
142, goodwill with a net book value of $28,614 was written off due to impairmant
in the  quarter  ended  December  31,  2002.  The  amount  was  reflected  under
"Cumulative effect of changes in accounting principal".

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


                                       9
<PAGE>

                                  HIV-VAC, INC.

                  NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

requires the Company to issue  additional  stock to Intracell so that  Intracell
maintains its 60% interest in the Company.

The Company  failed to attract  financing  as agreed  under the  agreement  with
Intracell  Vaccine Ltd, and on 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.  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
$0.12 per share as  compensation  for services  rendered to the  company.  These
shares were issued in reliance upon an exemption pursuant to Section 4(2) of the
Act.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

     a)   Operating  lease.  On May 1, 2001,  the Company  entered  into a lease
          agreement for office facility expiring on April 30, 2002. Rent expense
          for the years  ended  September  30,  2002,were  $18,794.  The  future
          minimum lease payments  required under the lease is $15,000 for fiscal
          year 2003.

     b)   Stock Options.

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

               1.   The option to purchase  100,000  Common  Stock at $0.001 per
                    share when human trials of the HIV vaccine begin.
               2.   The option to purchase  100,000  Common  Stock at $0.001 per
                    share should the Company  commence United States  Government
                    Food and Drug Administration  ("FDA") Phase 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 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  utilisation  of
the patents. As of the year end, the Company had not made the above payments.

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

NOTE 7 - INCOME TAXES

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

NOTE 8 - RELATED PARTY TRANSACTIONS

The Company incurred consulting fees to certain controlling  stockholders in the
amounts of $70,000 for of the each three month periods years ended  December 31,
2002 and December 31, 2001. As of December 31, 2002 and September 30, 2002,  the
balance due to related  party  stockholders  arising  from the normal  course of
business was $207,832 and $135,999 respectively.





                                       11
<PAGE>

ITEM 2.  MANAGAMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

            Plan of Operation

         We  were  incorporated  in  January  of  1997,  and  do  not  have  any
significant  operating history or financial results. We have only recently begun
our vaccine  development and marketing  operations,  including the  pre-clinical
testing in Russia of our proposed vaccine designed to combat HIV/AIDS,  building
an  infrastructure  and filing our  periodic  filings  with the  Securities  and
Exchange Commission.  As a result,  research and development costs for the three
months ended  December  31, 2002  decreased by $5,576 from $79,438 for the three
months ended  December  31, 2001 to $73,862 for the three months ended  December
31, 2002. The decrease in  expenditure  was due to a reduction in expenditure in
order to conserve  cash.  Administrative  expenditures increased by $24,153 from
$45,821 for the quarter ended December 31, 2001 to $69,974 for the quarter ended
December 31, 2002.  The increase was primarily due to first time  licensing fees
of $18,055, an increase in fees paid to directors and officers of $20,100 offset
by a reduction in professional  fees of $12,375.  Depreciation  and amortization
costs  decreased  by  $2,828  due to the write  down of  goodwill.  The  Company
received no interest  income during the quarter ended December 31, 2002 compared
to interest  income of $311 for the quarter ended December 31, 2001. We incurred
a net loss of $149,990 or $(0.022) per share based on 8,065,760 weighted average
shares  outstanding for the quarter ended December 31, 2002 compared to $133,930
or $(0.04) per share based on 3,470,413  weighted average shares outstanding for
the quarter  ended  December 31, 2001.  We did not conduct any  operations  of a
commercial nature during the period from January 10, 1997 (date of inception) to
December  31,  2002.  Through  December  31,  2002 we have relied on advances of
approximately  $207,832  from our  principal  stockholders,  trade  payables  of
approximately $140,180, proceeds of $1,196,272 from the sale of common stock and
the issue of stock for fees  and/or  services  in the  amount of  $4,665,600  to
support our limited  operations.  As of December 31, 2002, we had  approximately
$8,644  of cash and cash  equivalents.  Operations  for the three  months  ended
December  31, 2002 have been  financed  through a loan from  Intracell  Vaccines
Limited  and  through  the  utilization  of  $9,913  in  cash on  hand.  We seek
additional  equity or debt financing of up to $7 million which we plan to use to
use for working capital and to continue implementing pre-clinical and Phase I/II
testing of our proposed vaccine. If we do not get sufficient  financing,  we may
not be able to  continue  as a  going  concern  and we may  have to  curtail  or
terminate  our  operations  and  liquidate our business (see Note 1 to financial
statements).

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

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


                                       12
<PAGE>

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

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

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

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

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



                                       13
<PAGE>

Item 3. Controls and Procedures.

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

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



                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

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

On October  30,  2002,  the Company  issued  300,000  shares of common  stock to
directors  and officers of the Company.  The stock was issued at $0.12 per share
as compensation for services  rendered to the company.  These shares were issued
in reliance upon an exemption pursuant to Section 4(2) of the Act.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.


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

None.

ITEM 5.    OTHER INFORMATION

None.

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:


                                       14
<PAGE>

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

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



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








                                       15
<PAGE>

                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 14th day of February, 2003.


                                          HIV-VAC, INC.


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


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






                                       16
<PAGE>

                                 CERTIFICATIONS

I, Kevin W. Murray, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB 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: February 14, 2003                               /s/ Kevin W. Murray
                                                      -------------------
                                                      Kevin W. Murray
                                                      Chief Executive Officer



                                       17
<PAGE>

                                 CERTIFICATIONS

I, Sally Del Principe, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB 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: February 14, 2003                             /s/ Sally Del Principe
                                                    ----------------------
                                                    Sally Del Principe
                                                    Chief Financial Officer



                                       18