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- 29033 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.
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.
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/ Anthony
DeMint
Anthony N. DeMint,
President
Date: May 10, 2000
