UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MAY 10, 2000
(FEBRUARY 23, 2000)
HIV-VAC, INC.
(Exact name of registrant as specified in its charter)
Nevada 000- 30603 86-0861757
(State of (Commission (I.R.S. Employer
organization) File Number) Identification No.)
1850 E. Flamingo Rd #111, Las Vegas, Nevada 89119
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-5830
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On February 25, 2000 all of the stockholders of LIFEPLAN sold
their position to Anthony N. DeMint for $50,000 in cash consideration
and Patricia Nagle resigned as President, Secretary, Treasurer and Sole
Director and Anthony N. DeMint became Sole Director, President, Secretary,
Treasurer and the only stockholder of record.
Pursuant to an Acquisition Agreement and Plan of Merger (the
"Merger Agreement") dated as of March 8, 2000 between HIC-VAC, Inc,
("HIVC"), a Nevada corporation, and LIFEPLAN. ("LIFEPLAN"), a Nevada
corporation, all the outstanding shares of common stock of LIFEPLAN
were exchanged for 100,000 shares of 144 restricted common stock of HIVC in
a transaction in which HIVC was the successor corporation.
A copy of the Merger Agreement and Certificate of Merger are
filed as exhibits to this Form 8-K and are incorporated in
their entirety herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The consideration exchanged pursuant to the Merger Agreement was
negotiated between HIVC and LIFEPLAN
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Patricia Nagle resigned as President, Secretary, Treasurer and
Sole Director and Anthony N. DeMint became Sole Director,
President, Secretary and Treasurer.
Pursuant to the merger the Officers and Directors of HIVC, the
successor corporation, will remain the same.
The following table sets forth the officers and directors of the
Company, pursuant to the merger:
<TABLE>
<S> <C>
Name/Address Title
Dr. Gordon R. B. Skinner President/Director
Harborough Banks
Old Warwick Road
Lapworth, Solihull
United Kingdom
Kevin W. Murray Vice-
12 Harben Court President/Secretary/TreasurerDirector
Collingwood
Ontario, Canada
John Palethorpe Vice-President
Azzie Taylor Morton Director
10910 Medfield Court
Austin, TX
</TABLE>
ITEM 7. FINANCIAL STATEMENTS
Financial statements for HIV-VAC, Inc.
HIV-VAC, INC.
FINANCIAL STATEMENTS
AND INDEPENDENT AUDITORS' REPORT
FOR THE YEARS ENDED SEPTEMBER 30, 1998 AND 1999
TABLE OF CONTENTS
<TABLE>
<S> <C>
Page
Independent Auditors' Report 1
Financial Statements
Balance Sheets as of September 30, 1998
and 1999 and unaudited
As of March 31, 2000 2
Statements of Operations for the years
ended September 30, 1998 and
1999 and the six months ended March 31, 3
2000
Statements of Shareholders' Equity for
the years ended September 30,
1998 and 1999 and for the six months 4
ended March 31, 2000
Statements of Cash Flows for the years
ended September 30,
1998 and 1999 and for the six months 5
ended March 31, 2000
Notes to Financial Statements. .6 - 13
</TABLE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
HIV-VAC, Inc.
Ontario, Canada
We have audited the accompanying balance sheets of HIV-VAC, Inc.
for the years ended December 31, 1998 and 1999 and the related
statements of operations, shareholders' equity and cash flows for
the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of HIV-VAC, Inc. for the years ended September 30, 1998 and 1999,
and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has incurred
significant losses and has negative net working capital and cash
flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
Management's plan in regard to these matters are also described
in Note 1. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
DiRocco and Dombrow, P.A.
April 28, 2000
HIV-VAC, INC
BALANCE SHEETS
ASSETS
<TABLE>
<S> <C> <C> <C>
Septem Septe March
ber mber 31, 2000
30, 30,
1998 1999
(unaudited)
Current Assets
Cash $ 23,830 $ 10,898 $ 108,291
Note receivable - 10,553
Total Current Assets 23,830 10,898 118,884
Furniture and Equipment - - 28,269
Other Assets
Patent rights - 185,000 185,000
Total Assets $ 23,830 $ 195,898 $ 332,113
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C>
Current Liabilities
Notes payable $ - $ 15,000 $ 140,000
Accrued liabilities 6,870 150,416 242,343
Total Current Liabilities 6,870 165,416 382,343
Shareholders' Equity
Preferred stock, $0.01 par value;
1,000,000 shares authorized;
10,000 shares issued and - 100 100
outstanding
Common stock, $0.001 par value;
50,000,000 shares authorized;
35,209,672 shares issued and 898 35,110 35,210
outstanding,
Additional paid-in capital 692,177 326,791 376,691
Accumulated deficit (676,115) (191,519) ( 462,231)
16,960 170,482 (50,230)
Less: subscription receivable - (140,000) -
Total Shareholders' Equity 16,960 30,482 (50,230)
Total Liabilities and $ 23,830 $ 195,898 $ 332,113
Shareholders' Equity
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-2-
HIV-VAC, INC.
STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C>
September September Six
30, 30, months
1998 1999 ended
March
31,
2000
(unaudited)
Revenues, net $ - $ - $ -
Cost of Sales - - -
Gross Profit ( - ) - -
Expenses
Selling, general and - 191,519 270,148
administrative
Depreciation - - 1,316
Total Expenses - 191,519 271,464
Operating Loss ( - ) ( 191,519) (271,464)
Other Income (Expenses)
Interest income - - 752
Total Other Income - - 752
(Expense)
Loss From Continuing $ ( - ) $ ( 191,519) $ (270,712)
Operations
Discontinued operations
Loss from discontinued
operations,
Persona Records, Inc. (432,181) - -
Net Loss $ (432,181) $ ( 191,519) $ (270,712)
Net Loss Per Common Share $ ( 0.08) $ ( 0.01) $ ( 0.01)
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-3-
HIV-VAC, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Preferr Prefe Common Common
ed rred Stock Stock
stock Stock $0.001 $0.001
$0.01 $0.01 Par Par
Par Par Value Value
Value Value Shares Amount
Share Amount
Balance at October 1, - - 3,895,126 $ 390
1997
Issuance of common
stock
in Persona Records, - - 5,080,000 508
Inc at $0 .0001
par value
Additional investment - - - -
by stock-
holders
Net loss for the year
ended
September 30, 1998 - - - -
Balance at September - - 8,975,126 898
30, 1998
Reverse split of one
for fifty shares
basis (1:50) and - - (8,795,454) (719)
change in par value
from $0.005 to $0.001
Cancellation of Persona
Records
Common stock-return of - - (101,600) (101)
assets
and liabilities to a
stockholder
Issuance of common
stock
for license agreement - - 5,750,000 5,750
at $0.001
par value
Issuance of preferred
stock
for license agreement 10,000 100 - -
Issuance of common
stock under
the securities Act of
1933, as
Amended under Reg. D, - - 20,000,000 20,000
Rule 504
at $0.001 par value
Issuance of common
stock under
subscription agreement - - 9,241,600 9,242
at $0.001
par value
Issuance of common
stock
for cash at $0.001 par - - 40,000 40
value
Net loss for the year
ended
September 30, 1999 - - - -
Balance at September 10,000 100 35,109,672 35,110
30, 1999
Issuance of common
stock to the
stockholders of - - 100,000 100
LifePlan at
$0.001 par value
(unaudited)
Net loss for the six
months ended
March 31, 2000 - - - -
(unaudited)
Balance at March 31, 10,000 100 35,209,672 $ 35,210
2000 (unaudited)
</TABLE>
The accompanying notes are an
integral part of the financial
statements.
-4-
HIV-VAC, INC.
STATEMENTS OF SHAREHOLDERS'
EQUITY (continued)
<TABLE>
<S> <C> <C> <C>
Addit Accumu Total
ional lated Shareho
Paid- Deficit lders'
In Equity
Capital (Deficit)
Balance at October 1,
1997 $ 350,069 $(243,934) $ 106,525
Issuance of common
stock
in Persona Records, - - 508
Inc at $0 .0001
par value
Additional investment
by stock- 342,108 - 342,108
holders
Net loss for the year
ended
September 30, 1998 - (432,181) (432,181)
Balance at September
30, 1998 692,177 (676,115) 16,960
Reverse split of one
for fifty shares
basis (1:50) and 719 - -
change in par value
from $0.005 to $0.001
Cancellation of Persona
Records
Common stock-return of
assets (676,014) 676,115 -
and liabilities to a
stockholder
Issuance of common
stock
for license agreement 94,150 - 99,900
at $0.001
par value
Issuance of preferred
stock
for license agreement - - 100
Issuance of common
stock under
the securities Act of
1933, as
Amended under Reg. D,
Rule 504 80,000 - 100,000
at $0.001 par value
Issuance of common
stock under
subscription agreement -
at $0.001 130,758 - 140,000
par value
Issuance of common
stock
for cash at $0.001 par 5,001 - 5,041
value
Net loss for the year
ended
September 30, 1999 - (191,519) (191,519)
Balance at September
30, 1999 326,791 (191,519) 170,482
Issuance of common
stock to the
stockholders of - 50,000
LifePlan at 49,900 - 50,000
$0.001 par value
(unaudited)
Net loss for the six
months ended
March 31, 2000 -
(unaudited) - (270,712) (270,712)
Balance at March 31,
2000 (unaudited) $376,691 $(462,231) $(50,230)
</TABLE>
The accompanying notes
are an integral part of
the financial statements.
-4-
HIV-VAC, INC.
CONSOLIDATED STATEMENTS
OF CASH FLOWS
<TABLE>
<S> <C> <C> <C>
September September Six
30, 30, months
1998 1999 ended
March
31,
2,000
(unaudited)
Cash flows from operating
activities ;
Net loss $( 432,181) $(191,519) $(270,712)
Adjustments to reconcile net
loss to net
cash used in operating
activities:
Depreciation expense
Expensing of organizational - - 1,316
costs resulting
the issuance of common stock - - (50,000)
Increase in notes receivable 20,000 - 10,553
Increase in notes payable ( 26,605 )
Increase in accrued expenses - 143,546 91,927
Net cash used by operating ( 438,786 ) ( 47,973) (188,022) )
Activities
Cash flow from from investing
activities:
Purchase of patent rights - ( 85,000) -
Purchase of fixed assets - - (29,585)
Net cash used for investing - ( 85,000) (29,585)
Activities
Cash flows from financing
activities:
Proceeds from issuance of common 508 105,041 -
stock
Proceeds from notes payable - 15,000 125,000
Proceeds from subcription - - 140,000
receivable
Proceeds from additional paid - 342,108 - -
in - capital
Net cash provided by 342,616 120,041 315,000
Financing activities
Net increase/(decrease) in cash ( 96,170) ( 12,932) 97,393
Cash at beginning of period $ 120,000 $ 23,830 $10,898
Cash at end of period $ 23,830 $ 10,898 $108,291
Supplemental disclosure of cash
flow
Information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Non-cash transaction:
Issuance of common stock to $ - $ - $ 50,000
stockholders of LifePlan
</TABLE>
The accompanying notes
are an integral part of
the consolidated
financial statement.
HIV-VAC, INC.
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations: HIV-VAC, Inc. (the Company),
formerly known as Personna Records, Inc. and Nouveau Corporation,
was incorporated on August 6, 1987 in the State of Colorado.
Personna Records, Inc., was engaged in the production and
distribution of musical records. Nouveau Corporation was a
development stage company from August 6, 1987 to September 30,
1990. During the fiscal year ended September 30, 1991, Nouveau
Corporation became inactive.
The Company currently is engaged in the research and development
of a vaccine to combat the HIV virus. The Company will operate
under the exclusive worldwide license of Intracell Vaccines
Limited in the development and distribution of the vaccines. The
Company's headquarters is located in Ontario, Canada and the
research facility is located in Birmingham, United Kingdom.
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, 1998, 1999 and the six months ended
March 31, 2000, the Company experienced a net loss of $432,181,
$191,519 and $270,712, respectively.
The Company's ability to continue as a going concern is
contingent upon its ability to secure additional financing,
initiating sale of its product, and attaining profitable
operations.
Management is pursuing various sources of equity financing.
Although the Company plans to pursue additional financing, there
can be no assurance that the Company will be able to secure
financing or obtain on terms beneficial to the Company.
The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the
Company to continue as a going concern.
-6- HIV-
VAC, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
Property and Equipment: Property and equipment 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 straight-line method over
the estimated useful lives of 5 years for office equipment and 7
years for office furniture and fixtures.
Patent: Patent cost is recorded at the fair market value at the
time of issue of the Company's stock to Intracell Vaccines
Limited for exclusive rights to make, use, exercise, and vend all
pharmaceutical forms and in all fields of application for the
development of an HIV vaccine and/or derivative vaccine products.
The patent is being amortized using the straight-line method over
17 years, starting April 1, 2000.
Cash: For purposes of reporting cash, cash includes cash in
bank.
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 years ended September 30,
1998, 1999 and the six months ended March 31, 2000.
-7-
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED)
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: Net loss per share is calculated
based on the weighted average number of shares outstanding during
the years ended September 30, 1998, 1999 and the six months ended
March 31, 2000.
Unaudited Financial Statements: In the opinion of management,
the unaudited financial information as of March 31, 2000 reflects
all adjustments (consisting only of normal recurring adjustments)
necessary to fairly present such information in accordance with
generally accepted accounting principles. The results of
operations for the six months ended March 31, 2000 are not
necessarily indicative of the results to be expected for the
entire year.
Recent Accounting Announcemets: In March 1998, the American
Institute of Certified Public Accountants ("AICPA") issued
Statement of Position ("SOP") "Accounting for the Costs of
Computer Software /developed or Obtained for Internal Use" ("SOP
98-1"). SOP 98- 1 is effective for financial statements for years
beginning after December 15, 1998. SOP 98- 1 provides guidance
over accounting for computer software developed or obtained for
internal use, including the requirement to capitalize and
amortize specific costs. The adoption of this standard did not
have a material effect on the Company's capitalization policy.
In June 1998, the Financial Accounting Standards Board issued
SFAS No. 133, "Accounting for Derivatives and Hedging
Activities," which establish accounting and reporting standards
for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred
to as derivatives) and for hedging activities. The Company does
not expect the adoption of this statement to have a significant
impact on its results of operations, financial position or cash
flows. SFAS No. 133 has been amended by "SFAS No. 137, which
delayed the effective date to periods beginning after June 15,
2000. The Company, to date, has not engaged in derivative and
hedging activities.
8
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED).
NOTE 2 - NET LOSS PER COMMON SHARE.
The following table sets forth the computation of loss per
share:
<TABLE>
<S> <C> <C> <C>
September September March 31,
30, 1998 30, 1999 2000
(Unaudite
d)
Numerator:
Numerator for loss per share ($432,181) ($191,519) ($270,712
- net loss )
Denominator:
Denominator of loss per 5,373,099 24,293,781 35,066,11
share - 0
Weighted average shares
Loss per Share ($0.08) ($0.01) ($0.01)
</TABLE>
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment consists of the following:
<TABLE>
<S> <C>
March 31,
2000
(Unaudited)
Office Equipment and Furniture $ 29,585
Less accumulated depreciation ( 1,316)
Net $ 28,269
</TABLE>
NOTE 4 - SUBSCRIPTION RECEIVABLE
In consideration of the issuance of the 9,241,600 Common Stock
of HIV-VAC, Inc., the Company received a promissory note in the
amount of $140,000, which became due and payable by October 15,
1999.
NOTE 5 - STOCKHOLDERS' EQUITY
Common and preferred stocks were issued in the years ended
September 30, 1998 and 1999 and the six months ended March 31,
2000 as follows: a) Sale of common stock - In April 1998,
5,080,000 Common Stock were issued in connection with the merger
with Nouveau Corporation. The shares were issued for cash of
$508. b) During the year ended September 30, 1998, stockholders
contributed $342,108 in additional paid in capital.
9
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED)
c) On February 23, 1999, the Company declared a 1:50 reverse
split of Personna shares, effective March 8, 1999. This reduced
the Common Shares outstanding from 8,975,126 shares to 179,672
shares. On March 12, 1999, the Company returned the assets and
liabilities of Personna to its original owner and voided the
5,080,000 shares of Personna. This resulted in a reduction of
Common Stock to 78,000 shares at 0.005 par value which was
reduced by Board of Directors approval to $0.001 par value. d) On
March 15, 1999, the Company issued 5,750,000 Common Stock at
$0.001 par value and 10,000 Preferred Stock at $0.01 par value
for the consideration of $100 to Intracell Vaccines Limited and
the exclusive right to the worldwide license for the development
and distribution of a HIV vaccine to combat aids. Each preferred
stock has 3,000 votes per common share at any meeting of the
stockholders where votes are submitted. As part of the agreement
with Intracell, an anti- dilution clause was included which
restricts the subscription of HIV- VAC's stock until $5 million
in capital was issued to third parties. This clause was included
to maintain a Common Stock equity position of sixty percent. e)
On March 15, 1999, the Company issued 20,000,000 Common Stock at
$0.001 par value for a total offering of $100,000 under the
Securities Act of 1993, as Amended Under Regulation D, Rule 504.
f) On March 15, 1999, the Company issued 9,241,600 Common Stock
at $0.001 par value under the Securities Act of 1993, as Amended
Under Regulation D, Rule 504 for s total offering of $140,000. g)
On November 12, 1999, 40,000 shares were issued for cash of
$5,041. h) On March 8, 2000, the Company issued 100,000 shares of
its Common Stock at $0.001 par value to the stockholders of
LifePlan.
10
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED)
Note 6 - MERGER WITH LIFEPLAN
On March 8, 2000, the Company merged with SCIENTIFICLIFEPLAN,
hereafter referred to as "LIFEPLAN," for $50,000. All of the
outstanding shares of common stock of LIFEPLAN were exchanged
for 100,000 shares of common stock of HIV-VAC, Inc. HIV-VAC,
Inc. was the successor corporation.
At the time of the merger, LIFEPLAN had no significant assets
and liabilities.
Note 7 - LEASE
The Company entered into a lease agreement for office facility
on May 1, 1998 expiring on April 30, 2001. Rent expense for
the years ended September 30, 1998, 1999 and the six months
ended March 31, 2000 were $12,565, $30,657 and $15,681,
respectively.
Note 8 - INCOME TAXES
The reasons for the differences between income taxes at the
statutory income tax rates and the provision (benefit for
income taxes are summarized as follows:
<TABLE>
<S> <C> <C> <C>
September September March
30, 1998 30, 1999 31, 2000
(Unaudite
d)
Income tax benefits at ($172,000) ($69,000) ($108,000
statutory rate )
Change in valuation allowance
related
deferred tax benefit $172,000 69,000 108,000
carryforwards
Income tax benefit - - -
</TABLE>
Due to net operating losses and the uncertainty of
realization, no tax benefit has been recognized for operating
losses. At March 31, 2000, net operating losses of
approximately $445,000 are available for carryforward against
future years' taxable income and expire through the year 2014.
The Company's ability to utilize its net operating loss
carryforwards is uncertain and thus a valuation reserve has
been provided against the Company's net deferred tax assets.
Note 9 - STOCK OPTION AGREEMENT
On March 12, 1999, the Company entered into a stock option
agreement in which the Company granted the option to
stockholders to purchase 30,000,000 shares under three exercise
events. The Company authorized the exercise of
11
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED)
the options should human trials of an HIV vaccine begin,
should the Company commence United States Government Food and
Drug Administration ("FDA") Phase 11 trials of its HIV vaccine
and, finally, the Company obtains FDA approval of its HIV
Vaccine. The options may be purchased at par value as of March
12, 1999, which was $0.001 per share. The options may be
exercised at any time prior to their expiration on April 1,
2004.
Note 10 - ROYALTY PAYMENTS
As part of the March 15, 1999 issue of 5,750,000 shares to
Intracell Vaccines Limited, the Company agreed to make advance
minimum royalty payments of fifty pounds sterling to the
University of Birmingham Research and Development Limited
starting on January 1, 2002.
Note 11 - RELATED PARTY TRANSACTIONS
The Company paid consulting fees to certain controlling
stockholders commencing April 1999. Approximately $134,000 and
$140,000 was paid for the year ended September 30, 1999 and
the six months ended March 31, 2000, respectively.
Note 12 - NOTES PAYABLE
At September 30, 1999 and March 31, 2000, the Company had
unsecured notes (effective interest rate of 8.0%), payable to
Trinity Funding, for $15,000 and $140,000, respectively. The
funding from these notes were used for working capital.
Note 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of the Company's financial
instruments as of September 30, 1998 and 1999, are as follows:
12
HIV-VAC, INC.
NOTES TO THE FINANCIAL
STATEMENTS (CONTINUED)
<TABLE>
<S> <C> <C> <C> <C>
Carryi Fair Fair
ng Value Carrying Value
Amount Amount
Assets:
Cash $23,83 $23,830 $10,898 $10,898
0
Liabilities:
Notes payable - - 15,000 15,000
Accrued liabilities 6,870 6,870 150,416 150,416
</TABLE>
13
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
1.1* Agreement and Plan of Merger between HIV- VAC, Inc. and
LIFEPLAN.
1.2* Certificate of Merger between HIV-VAC, Inc. and LIFEPLAN.
1.3* Unanimous consent of Stockholders ______
* The above are hereby incorporated by reference in the original
Form 8-K filed on March 8, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form
8-K to be signed on its behalf by the undersigned hereunto duly
authorized.
HIV-VAC, INC.
By /s/ Kevin W. Murray
Kevin W. Murray, Vice-President
Date: June 14, 2000
