UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
ACT REPORTING REQUIREMENTS
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000 Commission File No.
000-30603
7
HIV-VAC, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0876846
(State of organization) (I.R.S. Employer Identification No.)
12 Harben Court, Collingwood, Ontario Canada L9Y 4L8
(Address of principal executive offices)
Registrant's telephone number, including area code (705) 444-6317
Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 35,209,672 shares of common stock outstanding and
10,000 shares of preferred stock outstanding as of May 12, 2000.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HIV-VAC, INC
CONDENSED BALANCE SHEETS
ASSETS
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March September
31, 30,
2000 1999 operatiinvestifinanci
ng ng ng
(unaudi
ted)
Current Assets Change
Cash $ $
108,29 10,898
1
Note receivable
10,553 - 10,55
3
Total Current Assets 118,84
4 10,898
Furniture and Equipment
28,269 - 28,26
9
Other Assets
Patent rights 185,00
0 185,000 -
Total Assets $ 332,11 $
3 195,898
</TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
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Current Liabilities
Notes payable $
140,00 15,000 125,00
0 0
Accrued liabilities 150,416
242,34 91,927
3
Total Current 165,416
Liabilities 382,34
3
Shareholders' Equity
Preferred stock, $0.01 par value;
1,000,000 shares authorized;
10,000 shares issued and 100
outstanding 100
Common stock, $0.001 par value;
50,000,000 shares authorized; -
35,109,672 shares issued and 35,210
outstanding, respectively 35,110 -
Additional paid-in capital (376,691) 326,791 100
Accumulated deficit (462,231) (191,519) 49900
462,23
170,482
50,230
Less: subscription receivable (140,000)
-
Total Shareholders' ( 50,230) 30,482
Total Liabilities and $ $ 195,898
Shareholders' Equity 332,113
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-2-
HIV-VAC, INC.
CONDENSED STATEMENTS OF OPERATIONS
.
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Three Three Six Six
months months months months
ended ended ended ended
March March 31, March March
31, 2000 1999 31, 31,
2000 1999
Cost of Sales $ $ $
- - - -
Gross Profit
- - - -
Expenses
Selling, general and
administrative 155,680 37,001 270,148 37,001
Depreciation
1,316 - 1,316 -
Total Expenses
156,996 37,001 271,464 37,001
Operating Loss (156,996) ( 37,001) ( 271,464) (37,001)
Other Income (Expenses)
Interest income
749 - 752 -
Total Other Income
(Expense) 749 - 752 -
Net Loss $(156,247) ( 37,001) $ ( 270,712) $ ( 37,001)
Net Loss Per Common $(0.01) (0.01) $ (0.01) $ (0.01)
</TABLE>
The accompanying notes are an integral part of the financial
statements.
-3-
HIV-VAC, INC.
CONDENSED STATEMENTS OF CASH FLOWS
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Six Six
months months
ended ended
March March
31, 31,
2000 1999
Cash flows from operating activities ;
Net loss $ (270,712) $ (37,001)
Adjustments to reconcile net loss to
net
cash used in operating activities:
Depreciation expense
1,316 -
Decrease in intangible assets
to net realizable value
50,000 -
Increase in notes receivable (10,553) -
Increase (Decrease) in accrued
liabilites 91,927 ( 6,870)
Net cash used by operating
Activities (138,022) ( 43,871)
Cash flow from from investing
activities:
Increase in intangible assets (50,000) -
Purchase of patent rights - -
Purchase of furniture and equipment (79,585) (185,000)
Net cash used for investing
Activities (29,585) (185,000)
Cash flows from financing activities:
Proceeds from issuance of common
stock - 205,041
Proceeds from notes payable 125,000 -
Proceeds from subcription receivable 140,000 -
Proceeds from additional paid - in - - -
Net cash provided by
Financing activities 315,000 205,041
Net increase/(decrease) in 97,393 ( 23,830)
Cash at beginning of period $ 10,898 $ 23,830
Cash at end of period $ 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 $ $
stockholders of LifePlan 50,000 -
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statement.
-5-
HIV-VAC, INC
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2000.
(UNAUDITED)
1. BASIS OF PRESENTATION
In the opinion of the management of HIV-VAC, Inc. (the Company),
the accompanying unaudited condensed financial statements include
all normal adjustments considered necessary to present fairly the
financial position as of March 31, 2000, and the results of its
operations for the three months and six months ended March 31,
1999 and 2000, and cash flows for the six months ended March 31,
1999 and 2000. Interim results are not necessarily indicative of
results for a full year.
The condensed financial statements and notes are presented as
permitted by Form 10-Q, and do not contain certain information
included in the Company's audited financial statements and notes
for the fiscal year ended September 30, 1999.
GOING CONCERN
The Company's condensed 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
2. FINANCIAL STATEMENTS
The condensed financial statements include the accounts of the
Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This discussion and analysis should be read in conjunction with
our condensed financial statements and related notes thereto
appearing in Item 1 of this report. In addition to historical
information, this report contains "forward-looking statements"
that are within the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, and that are subject to
certain risks and uncertainties that could cause actual results
to differ materially from those projected. The words "believe",
"expect", "intend", "anticipate", and similar expressions are
used to identify forward-looking statements, but their absence
does not mean that such statement is not forward-looking. Many
factors could affect the Company's actual results including the
performance of the Company's HIV vaccine which still needs to
establish safety and efficacy in human trials. The HIV vaccine is
the company's only product and the effectiveness of the vaccine
is unknown. The commercialization of the product is dependent on
the safety and effectiveness of the vaccine and will require
regulatory approval before any commercialization can occur. This
process could take up to 5 years. The Company is not likely to
achieve any earnings until commercialization takes place. These
risk factors, among others, could cause results to differ
materially from those presently anticipated by the Company.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of
this report. The Company undertakes no obligation to publicly
release the results of any revisions to these forward-looking
statements that may be made to reflect events or circumstances
after the date of this report or to reflect the occurrence of
anticipated events.
OVERVIEW
The Company was formally known as Persona Records Inc, a
corporation involved in the marketing and development of music
recordings. Persona Records Inc evolved through a merger
agreement in November 1998 with Nouveaux Corporation whereby
Persona Records Inc became the surviving corporation. Persona
Records Inc changed its name to HIV-VAC, Inc in March 1999.
The assets and liabilities of Persona Records Inc at 12 March
1999 were returned to Persona's controlling shareholder by
approval at a special meeting of the Company's shareholders held
on 12 March 1999.
In April 1999, the Company acquired from Intracell Vaccines Ltd,
the exclusive worldwide rights to a vaccine developed to combat
AIDS. Terms of the acquisition included the issue of 5,750,000
common shares and 10,000 preferred shares to Intracell Vaccines
Ltd, an anti-dilution provision in favor of Intracell Vaccines
Ltd, and the issue of options totaling 30,000,000 to the
shareholders of Intracell Vaccines Ltd. In addition, HIV-VAC, Inc
also agreed to provide funding of $5 Million towards the research
and commercialization of the vaccine.
The vaccine was developed by Dr Gordon Skinner through The
University of Birmingham, UK. The vaccine is currently completing
laboratory trials in conjunction with The Russia AIDS Centre.
Human testing is expected to start in Russia within the next 12
months.
The Company is also exploring the feasibility of commencing human
trials in one or more African countries where the AIDS virus has
reached epidemic proportions. Trials in Africa would complement
the work currently under way in Russia and will also be done in
conjunction with an American University.
The Company has failed to honor the financial funding commitments
of $5 million made to Intracell Vaccines Limited. Prior funding
commitments made by investors have not materialized and the lack
of funding has had a material effect on the company's ability to
proceed with research. The company is currently relying on
Intracell Vaccines Ltd for financial support
To date, we have generated no operating revenues. We anticipate
only modest revenues from government or other grants or from
collaborations with other entities over the next three to five
years. We have incurred losses since inception as a result of
research and development and general and administrative expenses
in support of our operations. As of March 31, 2000, we had a
deficit accumulated during the development stage of $462,231
We anticipate incurring substantial losses over at least the next
three years as we complete our clinical trials, apply for
regulatory approvals, continue development of our technology and
expand our operations.
The Company does not have the capital it requires to proceed to
human trials and is exploring numerous alternatives to finance
operations. These include the funding of the Company through
private placement agreements, possible joint venture proposals
where the partner provides substantial funding to the project or
the granting sub-licences on payment of upfront fees as well as
the payment of on-going royalties on sales.
The Company estimates that it requires $5 Million over the next
12 months in order to commence human trials. Our future capital
requirements depend on several factors, including the progress of
our laboratory and I/II clinical trials, the progress of internal
research and development projects, the need for manufacture
facilities, the purchase of additional capital equipment; and the
availability of government research grants.
RESULTS OF OPERATIONS
SIX MONTHS ENDED MARCH 31, 2000 COMPARED TO THE SIX MONTHS ENDED
MARCH 31, 1999
EXPENDITURE
Research and administrative expenses for the six months ended
March 31, 2000 increased by $ 234,463 from $37,001 for the six
months ended March 1999 to $271,464 for the six months ended
March 31, 2000. The increase in expenditure was due to the change
in operations of the company from a music production company to a
vaccine development company. Expenses for the six months ended
March 31, 2000 consisted principally of administrative and
research consulting costs, costs of establishing a laboratory,
general administrative costs and a non-cash compensation expense
related to the cost of merger with Lifeplan.
OTHER INCOME
Other income consisting of interest income derived from a note
payable. The Company received no income for the comparable period
ended March 31, 1999.
NET LOSS
Net loss for the six months ended March 31, 2000 was $270,712
compared to a loss of $37,001 for the six months ended March 31,
1999. The increase in net loss was due to the change in
operations from a producer of music productions to vaccine
development.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1999
EXPENDITURE
Research and administrative expenses for the three months ended
March 31, 2000 increased by $119,995 from $37,001 for the three
months ended March 1999 to $156,996 for the three months ended
March 31, 2000. The increase in expenditure was due to the change
in operations of the company from a music production company to a
vaccine development company. Expenses for the three months ended
March 31, 2000 consisted principally of administrative and
research consulting costs, costs of establishing a laboratory,
general administrative costs and a non-cash compensation expense
related to the cost of merger with Lifeplan.
OTHER INCOME
Other income consisting of interest income derived from a note
payable. The Company received no income for the comparable period
ended March 31, 1999.
NET LOSS
Net loss for the three months ended March 31, 2000 was $156,247
compared to a loss of $37,001 for the three months ended March
31, 1999. The increase in net loss was due to the change in
operations from a producer of music productions to vaccine
development.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and investment securities were $118,844 at
March 31, 2000. We have financed our operations since inception
through capital provided through a note of $140,000, a loan from
Intracell Vaccines Ltd. and through the private sale of our
common stock. Intracell Vaccines has no obligation to provide
future funding to the Company. The Company did not issue any
stock for cash during the quarter ended March 31, 2000. The
Company issued 100,000 common shares under an agreement of merger
with the shareholder of Lifeplan dated 8 March 2000.
The Company does not have the liquidity or capital required to
commence human trial testing of its vaccine and is exploring
numerous alternatives to finance operations. These include the
funding of the Company through private placement agreements,
possible joint venture proposals where the partner provides
substantial funding to the project, or the granting of sub-
licences upon payment of upfront fees as well as the payment of
on-going royalties on sales.
Our exposure to foreign exchange rate risk is primarily related
to our conducting research at our facility in the United Kingdom.
A sudden decrease in The UK's currency exchange rate versus the
U.S. Dollar could have an adverse impact on our expenses.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any legal proceedings or claims.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company issued 10,000 preferred class A shares to Intracell
Vaccines Ltd under a stock purchase agreement approved on 31
March 1999. Each preferred share is entitled to 3000 votes per
share at any meeting of shareholders where votes are submitted.
On 8 March, 2000, the Company issued 100,000 common shares with
par value of $.001 per share under an agreement of merger with
the shareholder of Lifeplan. The shares were issued at a price of
$0.50 each.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
FINANCIAL STATEMENTS
Unaudited financial statements as of March 31, 2000, and for the
three-month period then ended.
EXHIBITS
a) Articles of Incorporation
ARTICLES OF INCORPORATION
OF
PERSONA RECORDS, INC.
(Filed 2/11/99)
We the Undersigned, having associated ourselves together for the
purpose of forming a Corporation under the general Corporation
Laws of the State of Nevada, do hereby certify:
I
The name of the corporation is Persona Records, Inc.
II
The Registered Office is located at 6655 W. Sahara Ave., Ste.
110, Las Vegas, NV 89146 and the Resident Agent, Lavert Davis, is
located at 6655 W. Sahara Ave. Ste 110, Las Vegas, NV 89146.
I, Lavert Davis, hereby accept appointment as the Registered
Agent for the Above referenced corporation in accordance with NRS
78.090.
Signature
III
The Corporation is organized for the object and purposes of
engaging in every lawful activity, subject to expressed
limitations.
IV
The amount of total authorized capital stock of this corporation
is fifty million (50,000,000) shares of common stock having a par
value of $.001 per share, said stock being non-assessable.
Holders of this stock shall be entitled to vote at all corporate
elections and may cast one vote for each share held in their
name.
V
The members of the governing board of this corporation are styled
Directors and there is one (1) in number and the name and post
office address of the first board of directors is as follows:
Name
Address
Lavert Davis
6655 W. Sahara, Ste 110,
Las Vegas, NV 89146
The number of members of the Board of Directors may, from time to
time, be increased but never less than one, in the manner
provided for by The Central Corporation Law. Directors need not
be stockholders, not to exceed ten directors.
VI
The Board of Directors shall have the power and authority to
issue capital stock in exchange for money or other assets, or as
legal payment for any services rendered.
VII
The names and post office addresses of each of the incorporators
signing these Articles of Incorporation are as follows:
Name
Address
Lavert Davis 6655 W. Sahara Ave,
Ste 110
Las Vegas, NV 89146
VIII
The duration of the existence of this corporation is perpetual.
IX
As fully as possible under the laws of the State of Nevada, as
they now exist and as they may from time to time be revised, the
corporation intends that its directors be protected from legal
action by stockholders or other persons (Natural or otherwise) on
account of service as directors of the corporation. Sonic Record
Inc., a director, shall not be liable for damages for actions of
the corporation to stockholders or other persons (Natural or
otherwise) unless such director engages in personal fraud
directly affecting such action or actions of the corporation.
In Witness whereof, we have subscribed our undersigned names this
1st day of February 1999.
Signature
Lavert Davis
Notary
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF PERSONA RECORDS, INC.
(After issuance of Stock)
The undersigned, Lavert Davis, President and Secretary of
Persona Records, Inc. does hereby certify
That the Board of Directors of Persona Records, Inc. by
unanimous Board action, on February 23, 1999, adopts the
following resolution to amend the original Articles of
Incorporation
as follows:
Article I is hereby amended to read as follows:
The name of the corporation is HIV-VAC, Inc.
Article IV is hereby amended to read as follows:
The aggregate number of shares which this corporation shall have
authority to issue is 60,000,000 shares of stock. The
corporation is authorized to issue two classes of stock,
designated Common Stock and Preferred Stock. The total number of
shares of Common Stock authorized to be issued is 50,000,000
shares with a par value of $.001 per share. The total number of
Preferred Stock authorized to be issued is 10,000,000 with a par
value of $.01 per share. Any and all shares of stock may be
issued, reissued, transferred or granted as the Board of
Directors, in its discretion, may determine. The Board of
Directors shall have authority, pursuant to NRS 78.195 to set, by
resolution, the particular designations, preferences and relative
participating, optional or other special rights and
qualifications, limitations or restrictions of any class of stock
or any series of stock within any class of stock issued by this
corporation. No capital stock of this corporation will be
subject to assessment and no holder of any shares will have
preemptive rights to subscribe to any or all issues of shares of
securities of this corporation.
Article VI is hereby amended to read as follows:
At each election of directors, every shareholder entitled to vote
at such election has the right to vote in person or by proxy, the
number of shares of stock held by such shareholder for as many
persons as there are directors to be elected. No cumulative
voting for directors will be permitted.
The number of shares of said corporation outstanding and entitled
to vote on the amendment to the Articles of Incorporation is
8,997,975 that the said change and amendment have been consented
to and approved by a majority vote of the stockholders holding at
least a majority of each class of stock outstanding and entitled
to vote thereon.
Signature President
Secretary
Lavert Davis
Lavert Davis
Notarized
b) Bylaws
BYLAWS
OF
HIV-VAC, Inc.
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada
shall be located in the City and
State designated in the Articles of incorporation. The
Corporation may also maintain offices at
such other places within or without the State of Nevada as the
Board of Directors may from time
to time determine.
ARTICLE II - MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings: (Chapter 78.3lO)
The annual meeting of the shareholders of the Corporation shall
be held at the time fixed, from
time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.3 10)
Special meetings of the shareholders may be called by the Board
of Directors or such person or
persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.
Section 3 - Place of Meetings: (Chapter 78.310)
Meetings of shareholders shall be held at the registered office
of the Corporation, or at such other
places, within or without the State of Nevada as the Directors
may from time to time fix. If no
designation is made, the meeting shall be held at the
Corporation's registered office in the state of
Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
(a) Written or printed notice of each meeting of shareholders,
whether annual or specia1, signed
by the president, vice president or secretary, stating the time
when and place where it is to be
held, as well as the purpose or purposes for which the meeting is
called shall be served either
personally or by mail, by or at the direction of the president,
the secretary, or the officer or
* Unless otherwise stated herein all references to "Sections' in
these Bylaws refer to those
sections contained in Title 78 of the Nevada Private Corporations
Law.
the person calling the meeting, not less than ten or more than
sixty days before the date of the
meeting unless the lapse of the prescribed time shall have been
waived before or after the taking
of such action, upon each shareholder of record entitled to vote
at such meeting and to any other
shareholder to whom the giving of notice may be required by law.
If mailed, such notice shall be
deemed to be given when deposited in the United States mail,
addressed to the shareholder as it
appears on the share transfer records of the Corporation or to
the current address which a
shareholder has delivered to the Corporation in a written notice.
(b) Further notice to a shareholder is not required when notice
of two consecutive annual
meetings, and all notices of meetings or of the taking of action
by written consent without a
meeting to him or her during the period between those two
consecutive annual meetings; or all,
and at least two payments sent by first-class mail of dividends
or interest on securities during a
12-month period have been mailed addressed to him or her at his
or her address as shown on the
records of the Corporation and have been returned undeliverable.
Section 5 - Quorum: (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the
Articles of Incorporation (such
Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of
Incorporation"), a quorum shall be present at all meetings of
shareholders of the Corporation, if
the holders of a majority of the shares entitled to vote on that
matter are represented at the
meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the
meeting, after the commencement of
a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have
no effect on the existence of a quorum, after a quorum has been
established at such meeting.
(c) Despite the absence of a quorum at any meeting of
shareholders the shareholders present
may adjourn the meeting.
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of
Incorporation, or these Bylaws, any
corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and
represented either in person or by proxy at a meeting of
shareholders at which a quorum is
present, shall be the act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these Bylaws, at
each meeting of shareholders, each shareholder of the Corporation
entitled to vote thereat, shall
be entitled to one vote for each share registered in his name on
the books of the Corporation. Except that voting rights granted
to any series of preference shares will be voted as provided for
in the series.
(c) Where appropriate communication facilities are reasonably
available, any or all shareholders
shall have the right to participate in any shareholders' meeting
by means of conference telephone
or any means of communications by which all persons participating
in the meeting are able to
hear each other.
Section 7 - Proxies: (Section 73.355)
Each shareholder entitled to vote or to express consent or
dissent without a meeting, may do so
either in person or by proxy, so long as such proxy is executed
in writing by the shareholder
himself, his authorized officer, director, employee or agent or
by causing the signature of the
stockholder to be affixed to the writing by any reasonable means,
including, but not limited to, a
facsimile signature or by his attorney-in-fact thereunto duly
authorized in writing. Every proxy
shall be revocable at will unless the proxy conspicuously states
that it is irrevocable and the
proxy is coupled with an interest. A telegram, telex, cablegram,
or similar transmission by the
shareholder, or a photographic, photostatic, facsimile shall be
treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such
transmission is a complete
reproduction executed by the shareholder. If it is determined
that the telegram, cablegram or
other electronic transmission is valid, the persons appointed by
the Corporation to count the
votes of shareholders and determine the validity of proxies and
ballots or other persons making
those determinations must specify the information upon which they
relied. No proxy shall be
valid after the expiration of six months from the date of its
execution, unless otherwise provided
in the proxy . Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed
with the records of the Corporation. If any shareholder
designates two or more persons to act as
proxies, a majority of those persons present at the meeting, or,
if one is present, then that one has
and may exercise all of the powers conferred by the shareholder
upon all of the persons so
designated unless the shareholder provides otherwise.
Section 8 - Action Without a Meeting: (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of
the Corporation, any action to
be taken at any annual or special shareholders' meeting, may be
taken without a meeting, without
prior notice and without a vote if written consents are signed by
a majority of the shareholders of
the Corporation, except however if a different proportion of
voting power is required by law, the
Articles of Incorporation or these Bylaws, than that proportion
of written consents is required.
Such written consents must be filed with the minutes of the
proceedings of the shareholders of
the Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Section
78.1 15 78.330)
(a) The first Board of Directors and all subsequent Boards of the
Corporation shall consist of three (3), unless and until
otherwise determined by vote of a majority of the entire Board of
Directors. The
Board of Directors or shareholders all have the power, in the
interim between annual and special
meetings of the shareholders, to increase or decrease the number
of Directors of the Corporation.
A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of
the Corporation or these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles
of Incorporation, the members
of the Board of Directors of the Corporation shall be elected at
the first annual shareholders'
meeting and at each annual meeting thereafter, unless their terms
are staggered in the Articles of
Incorporation of the Corporation or these Bylaws, by a plurality
of the votes cast at a meeting of
shareholders, by the holders of shares entitled to vote in the
election
(c) The first Board of Directors shall hold office until the
first annual meeting of shareholders
and until their successors have been duly elected and qualified
or until there is a decrease in the
number of Directors. Thereinafter, Directors will be elected at
the annual meeting of
shareholders and each shall hold office until the annual meeting
of the shareholders next succeeding
his election, unless the terms are staggered in the Articles of
Incorporation of the Corporation
(so long as at least one-fourth in number of the Directors of the
Corporation are elected at each
annual shareholders' meeting) or these Bylaws, or until his prior
death, resignation or removal.
Any Director may resign at any time upon written notice of such
resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting
power unless the Articles of
Incorporation of the Corporation provide that the voting power of
individual Directors or classes
of Directors are greater than or less than that of any other
individual Directors or classes of
Directors, and the different voting powers may be stated in the
Articles of Incorporation or may
be dependent upon any fact or event that may be ascertained
outside the Articles of Incorporation
if the manner in which the fact or event may operate on those
voting powers is stated in the
Articles of Incorporation. If the Articles of Incorporation
provide that any Directors have voting
power greater than or less than other Directors of the
Corporation, every reference in these
Bylaws to a majority or other proportion of Directors shall be
deemed to refer to majority or
other proportion of the voting power of all the Directors or
classes of Directors, as may be
required by the Articles of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shah be responsible for the control and
management of the business and
affairs, property and interests of the Corporation, and mav
exercise all powers of the Corporation,
except such as those stated under Nevada state law, are in the
Articles of Incorporation or by
these Bylaws, expressly conferred upon or reserved to the
shareholders or any other person or
persons named therein.
Section 3 - Regular Meetings; Notice: (Section 78.310)
(a) A regular meeting of the Board of Directors shall be held
either within or without the State of
Nevada at such time and at such place as the Board shall fix.
(b) No notice shall be required of any regular meeting of the
Board of Directors and, if given,
need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time
or place of any regular meeting when such time and place was
fixed before such change, notice of such action shall be given to
each Director who shall not have been present at the meeting at
which such action was taken within the time limited, and in the
manner set forth in these Bylaws with respect to special
meetings, unless such notice shall be waived in the manner set
forth in these Bylaws.
Section 4 - Special Meetings; Notice: (Section 78.310)
(a) Special meetings of the Board of Directors shall be held at
such time and place as may be
specified in the respective notices or waivers of notice thereof.
(b) Except as otherwise required by statute, written notice of
special meetings shall be mailed
directly to each Director, addressed to him at his residence or
usual place of business, or
delivered orally, with sufficient time for the convenient
assembly of Directors thereat, or shall be
sent to him at such place by telegram, radio or cable, or shall
be delivered to him personally or
given to him orally, not later than the day before the day on
which the meeting is to be held. If
mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after
it is deposited in the United States mails, so addressed, with
postage prepaid. If notice is given
by telegram, it shall be deemed to be delivered when the telegram
is delivered to the telegraph
company. A notice, or waiver of notice, except as required by
these Bylaws, need not specify the
business to be transacted at or the purpose or purposes of the
meeting.
(c) Notice of any special meeting shall not be required to be
given to any Director who shall
attend such meeting without protesting prior thereto or at its
commencement the lack of notice
to him, or who submits a signed waiver of notice whether before
or after the meeting. Notice of
any adjourned meeting shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present shall preside
at all meetings of the Board of
Directors If there shall be no Chairperson, or he or she shall be
absent, then the President shall
preside, and in his or her absence, any other director chosen by
the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee
thereof, the presence of a
majority of the entire Board, or such committee thereof, shall
constitute a quorum for the
transaction of business, except as otherwise provided by law, by
the Certificate of Incorporation,
or these Bylaws.
(b) A majority of the Directors present at the time and place of
any regular or special meeting,
although less than a quorum, may adjourn the same from time to
time without notice, whether or
not a quorum exists. Notice of such adjourned meeting shall be
given to Directors not present at the
time of the adjournment and, unless the time and place of the
adjourned meeting are announced
at the time of the adjournment, to the other Directors who were
present at the adjourned meeting.
Section 7 - Manner of Acting: (Section 78.315)
(a) At all meetings of the Board of Directors, each Director
present shall have one vote,
irrespective of the number of shares of stock, if any, which he
may hold.
(b) Except as otherwise provided by law, by the Articles of
Incorporation, or these Bylaws,
action approved by a majority of the votes of the Directors
present at any meeting of the Board or
any committee thereof, at which a quorum is present shall be the
act of the Board of Directors or
any committee thereof.
(c) Any action authorized in writing made prior or subsequent to
such action, by all of the
Directors entitled to vote thereon and filed with the minutes of
the Corporation shall be the act of
the Board of Directors, or any committee thereof, and have the
same force and effect as if the
same had been passed by unanimous vote at a duly called meeting
of the Board or committee for
all purposes.
(c) Where appropriate communications facilities are reasonably
available, any or all Directors
shall have the right to participate in any Board of Directors
meeting, or a committee of the Board
of Directors meeting, by means of conference telephone or any
means of communications by
which all persons participating in the meeting are able to hear
each other.
Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of
Incorporation of the Corporation, any
vacancy in the Board of Directors occurring by reason of an
increase in the number of Directors,
or by reason of the death, resignation, disqualification, removal
or inability to act of any Director,
or other cause, shall be filled by an affirmative vote of a
majority of the remaining Directors,
though less than a quorum of the Board or by a sole remaining
Director, at any regular meeting
or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes
or series thereof are entitled to elect one or more Directors by
the Certificate of Incorporation of the Corporation, vacancies
and newly created directorships of such class or classes or
series may be filled by a majority of the Directors elected by
such class or classes or series thereof then in office, or by a
sole remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of
Incorporation or these Bylaws, when
one or more Directors shall resign from the Board and such
resignation is effective at a future
date, a majority of the Directors then in office, including those
who have so resigned, shall have
the power to fill such vacancy or vacancies, the vote otherwise
to take effect when such resignation or resignations shall become
effective.
Section 9 - Resignation: (Section 78.335)
A Director may resign at any time by giving written notice of
such resignation to the Corporation.
Section 10 - Removal: (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation,
one or more or all the Directors
of the Corporation may be removed with or without cause at any
time by a vote of two-thirds of
the shareholders entitled to vote thereon, at a special meeting
of the shareholders called for that
purpose, unless the Articles of Incorporation provide that
Directors may only be removed for
cause, provided however, such Director shall not be removed if
the Corporation states in its
Articles of Incorporation that its Directors shall be elected by
cumulative voting and there are a
sufficient number of shares cast against his or her removal which
if cumulatively voted at an
election of Directors would be sufficient to elect him or her. If
a Director was elected by a
voting group of shareholders, only the shareholders of that
voting group may participate in the
vote to remove that Director.
Section 11 - Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable
compensation of the Directors for
services to the Corporation as Directors, including, but not
limited to attendance at any annual or
special meeting of the Board.
Section 12 - Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of
the Corporation, the Board of
Directors may from time to time designate from among its members
one or more committees,
and alternate members thereof, as they deem desirable, each
consisting of one or more members,
with such powers and authority (to the extent permitted by law
and these Bylaws) as may be
provided in such resolution. Unless the Articles of Incorporation
or Bylaws state otherwise, the
Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each
such committee shall serve at the pleasure of the Board and,
unless
otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall
be governed by the rules and regulations stated herein regarding
the Board of Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office:
(Section 78.130)
(a) The Corporation's officers shall have such titles and duties
as shall be stated in these Bylaws
or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The
officers of the Corporation shall consist of a president,
secretary and treasurer, and also may have
one or more vice presidents, assistant secretaries and assistant
treasurers and such other officers
as the Board of Directors may from time to time deem advisable.
Any officer may hold two or
more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board
of Directors at the regular
annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of
the Board of Directors next
succeeding his election and until his successor shall have been
duly elected and qualified,
subject to earlier termination by his or her death, resignation
or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of
such resignation to the Corporation.
Section 3 - Removal:
Any officer elected by the Board of Directors may be removed,
either with or without cause, and
a successor elected by the Board at any time, and any officer or
assistant officer, if appointed by
another officer, may likewise be removed by such officer.
Section 4 - Vacancies:
A vacancy, however caused, occurring in the Board and any newly
created Directorships
resulting from an increase in the authorized number of Directors
may be filled by the Board of
Directors.
Section 5 - Bonds:
The Corporation may require any or all of its officers or agents
to post a bond, or otherwise, to
the Corporation for the faithful performance of their positions
or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be
fixed from time to time by the
Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by
certificates or shall be uncertificated
shares.
(b) Certificated shares of the Corporation shall be signed
(either manually or by facsimile), by
officers or agents designated by the Corporation for such
purposes, and shall certify the number
of shares owned by him in the Corporation. Whenever any
certificate is countersigned or
otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile
of the signatures of the officers or agents, the transfer agent
or transfer clerk or the registrar of
the Corporation may be printed or lithographed upon the
certificate in lieu of the actual
signatures. If the Corporation uses facsimile signatures of its
officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but
its transfer agent and registrar may be
identical if the institution acting in those dual capacities
countersigns or otherwise authenticates
any stock certificates in both capacities. If any officer who
has signed or whose facsimile signature has been placed upon such
certificate, shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer at the date of its
issue.
(c) If the Corporation issues uncertificated shares as provided
for in these Bylaws, within a
reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually
thereafter, the Corporation shall send the shareholder a written
statement certifying the number
of shares owned by such shareholder in the Corporation.
(d) Except as otherwise provided by law, the rights and
obligations of the holders of
uncertificated shares and the rights and obligations of the
holders of certificates representing
shares of the same class and series shall be identical.
Section 2 - Lost or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or
certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or
destroyed if the owner:
(a) so requests before the Corporation has notice that the
shares have been acquired by a
bona fide purchaser;
(b) files with the Corporation a sufficient indemnity bond;
and,
(c) satisfies such other requirements, including evidence
of such loss, theft or destruction,
as may be imposed by the Corporation.
Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 &
104.8416)
(a) Transfers or registration of transfers of shares of the
Corporation shall be made on the stock
transfer books of the Corporation by the registered holder
thereof, or by his attorney duly
authorized by a written power of attorney; and in the case of
shares represented by certificates,
only after the surrender to the Corporation of the certificates
representing such shares with such
shares properly endorsed, with such evidence of the authenticity
of such endorsement, transfer,
authorization and other matters as the Corporation may reasonably
require and the payment of
all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of
record of any share or shares as the
absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any
legal, equitable or other claim to, or interest in, such share or
shares on the part of any other
person, whether or not it shall have express or other notice
thereof, except as otherwise expressly
provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix a date, in advance, which
shall not be more than sixty days before
the meeting or action requiring a determination of shareholders,
as the record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of shareholders,
or to consent to any proposal without a meeting, or for the
purpose of determining shareholders
entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any
other action. If no record date is fixed, the record date for a
determination of shareholders entitled to notice of meeting shall
be at the close of business on the day preceding the day on which
notice is given, or, if no notice is given, the day on which the
meeting is held, or if notice is waived, at the close of business
on the day before the day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not
precede the date upon which
the resolution fixing the record date is adopted for shareholders
entitled to receive payment of
any dividend or other distribution or allotment of any rights of
shareholders entitled to exercise
any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any
other lawful action.
(c) A determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of
Directors fixes a new record
date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip: (Section 78.205)
The Board of Directors may authorize the issuance of certificates
or payment of money for
fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the
holder to exercise voting rights, receive dividends and
participate in any assets of the Corporation in the event of
liquidation, in proportion to the fractional holdings; or it may
authorize the payment in case of the fair value of fractions of a
share as of the time when those entitled to receive such
fractions are determined; or it may authorize the issuance,
subject to such conditions as may be permitted by law, of scrip
in registered or bearer form over the manual or facsimile
signature of an officer or agent of the Corporation or its agent
for that purpose, exchangeable as therein provided for full
shares, but such scrip shall not entitle the holder to any rights
of shareholder, except as therein provided. The scrip may
contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share
certificates, the shares that would otherwise have been issuable
as provided on the scrip are deemed to be treasury shares unless
the scrip contains other provisions for their disposition.
ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available
therefor, as often, in such
amounts, and at such time or times as the Board of Directors may
determine and shares may be
issued pro rata and without consideration to the Corporation's
shareholders or to the shareholders
of one or more classes or series.
(b) Shares of one class or series may not be issued as a share
dividend to shareholders of another
class or series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series
to be issued approve the issue; or,
(iii) there are no outstanding shares of the class or series
of shares that are authorized to be
issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be
subject to change by the Board of
Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL (Section 78.065)
The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to
time, by the Board of Directors. The use of a seal or stamp by
the Corporation on corporate
documents is not necessary and the lack thereof shall not in any
way affect the legality of a
corporate document.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or
repeal, and new Bylaws may be
made, by a majority vote of the shareholders at the time entitled
to vote in the election of
Directors even though these Bylaws may also be altered, amended
or repealed by the Board of
Directors.
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt alter,
amend and repeal, from time to
time, Bylaws of the Corporation.
ARTICLE X - WAIVER OF NOTICE (Section 78.375)
Whenever any notice is required to be given by law, the Articles
of Incorporation or these
Bylaws, a written waiver signed by the person or persons entitled
to such notice, whether before
or after the meeting by any person, shall constitute a waiver of
notice of such meeting.
ARTICLE XI - INTERESTED DIRECTORS (Section 78.140)
No contract or transaction shall be void or voidable if such
contract or transaction is between the
Corporation and one or more of its Directors or officers, or
between the Corporation and any
other corporation, partnership, association, or other
organization in which one or more of its
Directors or officers are directors or officers, or have a
financial interest, when such Director or
officer is present at or participates in the meeting of the
Board, or the committee of the
shareholders which authorizes the contract or transaction or his,
her or their votes are counted
for such purpose, if:
(a) the material facts as to his, her or their relationship
or interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee and are
noted in the minutes of such meeting, and the Board or committee
in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors,
even though the disinterested Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship
or relationships or interest or
interests and as to the contract or transaction are disclosed or
are known to the shareholders entitIed to vote thereon, and the
contract or transaction is specifically approved in good faith by
vote
of the shareholders; or
(c) the contract or transaction is fair as to the
Corporation as of the time it is authorized,
approved or ratified by the Board of Directors or a committee of
the shareholders; or
(d) the fact of the common directorship, office or financial
interest is not disclosed or
known to the Director or officer at the time the transaction is
brought before the Board of
Directors of the Corporation for such action.
Such interested Directors may be counted when determining the
presence of a quorum at the
Board of Directors or committee meeting authorizing the contract
or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS DIRECTORS AND REGISTERED
AGENT
(Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its
Articles of Incorporation with the
Secretary of State, and annually thereafter on or before the last
day of the month in which the
anniversary date of incorporation occurs each year, file with the
Secretary of State a list of its
president, secretary and treasurer and all of its Directors,
along with the post office box or street
address, either residence or business, and a designation of its
resident agent in the state of
Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XIII-AUTHENTICATION
The foregoing Bylaws were read, approved, and duly adopted
by the Board on the 31st day of March 1999. The President and
Secretary were empowered to authenticate these Bylaws by their
signatures below.
/s/ Lavert Davis
Lavert Davis, President
c) Reports on Form 8-K: The Company filed a Form 8-K on
March 8, 2000 disclosing acquisition of LifePlan. The Company
filed a Form 8-K12G3 on May 11, 2000, which included its Year End
financial information as of September 30, 1999.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Hiv-Vac, Inc.
By: /s/ Anthony DeMint
Anthony DeMint, President
Date: May 16, 2000
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