As filed with the Securities and Exchange Commission on November 26, 2003
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                                  HIV-VAC, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                 NEVADA                                    86-0876846
    (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)


                                 12 HARBEN COURT
                      COLLINGWOOD, ONTARIO, CANADA L9Y 4L8
                    (Address of Principal Executive Offices)

                               Legal Fee Agreement
                         Business Development Agreement
                            (Full title of the plans)

                                  Kevin Murray
                                c/o HIV-VAC, Inc.
                                3675 PECOS-MCLEOD
                                   SUITE 1400
                            LAS VEGAS, NV 89121-3881
                                 (702) 866 2500
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   COPIES TO:

                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         60 East 42nd Street, 37th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677


<PAGE>
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE




                                                 Proposed               Proposed
                                                 Maximum                Maximum
Title of Securities        Amount to be          Offering Price Per     Aggregate Offering       Amount of
to be Registered           Registered            Share                  Price                    Registration Fee
------------------------- --------------------- ---------------------- ------------------------ --------------------
<S>                       <C>                   <C>                    <C>                      <C>
Common Stock, no par       300,000 shares(1)     $0.11(3)               $33,000                  $2.67
value per share
------------------------- --------------------- ---------------------- ------------------------ --------------------
Common Stock, no par       125,000 shares(2)     $0.11(3)               $13,750                  $1.11
value per share
------------------------- --------------------- ---------------------- ------------------------ --------------------
TOTAL                      425,000 shares        $0.11(3)               $46,750                  $3.78

------------------------- --------------------- ---------------------- ------------------------ --------------------

</TABLE>

(1)  Represents  300,000  shares of Common Stock to be issued to  consultants as
compensation  for services  rendered by them pursuant to a Business  Development
Agreement.

(2)  Represents  125,000 shares of Common Stock to be issued to an attorney with
Bondy & Schloss LLP as compensation for services rendered by Bondy & Schloss LLP
pursuant to a fee agreement.

(3) Estimated  solely for purposes of calculating the filing fees and calculated
pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act")  based  upon the  average  of the bid and  asked  price as of
November 20, 2003.


                                     PART I

              Information Required in the Section 10(a) Prospectus

Note: The document(s)  containing the information  specified in this Part I will
be sent or given to employees as specified  by Rule  428(b)(1).  Such  documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by  reference  in the  Registration  Statement in Item 3 of Part II of this Form
S-8, taken  together,  constitute a prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act.


Item 1. Plan Information

This  Registration  Statement  on Form S-8  (the  "Registration  Statement")  of
HIV-VAC, Inc., a Nevada corporation, (the "Registrant") covers 425,000 shares of
the  Registrant's  common stock,  par value $.001 per share,  including  300,000
shares of common  stock to be issued to two  consultants  pursuant to a Business
Development  Agreement  and  125,000  shares to be  issued  to the  Registrant's
counsel for legal services rendered.


                                       2
<PAGE>

HIV-VAC, Inc. is offering the common stock to the consultants and its counsel as
compensation for services rendered and not compensated in cash. The common stock
will be  issued  to the  intended  recipients  upon the  effective  date of this
registration  statement.  The issuance of the common stock is not subject to the
Employee Retirement Income Security Act of 1974.  Additional  information may be
obtained  from Kevin W.  Murray,  President  and CEO of  HIV-VAC.  Mr.  Murray's
address  is 12  Harben  Court,  Collingwood,  Ontario,  Canada  L9Y  4L8 and his
telephone number is (705) 444-6317.  The following  persons are receiving shares
of common stock registered pursuant to this registration statement:

      Name                    Number of Shares          Nature of Services
      ----                    ----------------          ------------------
      Dennis C. Hass              150,000               Business Consulting
      Torsten Prochnow            150,000               Business Consulting
      Jeffrey A. Rinde            125,000               Legal

Each of these persons has provided a bona fide service to HIV-VAC in payment for
the  shares and is  believed  to be within the term  "employee"  as defined  for
purposes of Form S-8.


The shares will be treated as ordinary  income at the fair market value  thereof
on the date of receipt under the Internal Revenue Code ("Code").

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request,  HIV-VAC will provide,  without charge,  a copy of
all  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  HIV-VAC shall also provide to the  consultants  or its
legal  counsel,  without  charge,  upon  written  or  oral  request,  all of the
documents  required  to be  delivered  to the to the  consultants  or its  legal
counsel pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended,  (the "Securities Act"). Any and all such requests shall be directed to
HIV-VAC,  Inc.,  Attn:  Kevin W. Murray,  President and CEO, at 12 Harben Court,
Collingwood, Ontario, Canada L9Y 4L8.

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

The  following  documents  filed  by the  Registrant  with  the  Commission  are
incorporated herein by reference:

(a) The Registrant's  Annual Report on Form 10-KSB filed on January 13, 2003 and
as amended on March 6, 2003,  on April 7, 2003 and on May 23,  2003 for the year
ended September 30, 2002.

(b)  Quarterly  Report on Form 10-QSB filed on February 14, 2003,  as amended on
March 11, 2003, for the quarter ended December 31, 2002.

(c) Quarterly  Report on Form 10-QSB filed on May 15, 2003 for the quarter ended
March 31, 2003.

(d)  Quarterly  Report on Form  10-QSB  filed on August 13, 2003 for the quarter
ended June 30, 2003.

(e) The  description of  Registrant's  Common Stock  contained in Form 8-K12G3/A
filed with the  Commission  on June 14, 2000,  including any amendment or report
filed for the purpose of updating such description.

                                       3
<PAGE>

In addition,  all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description Of Securities

See Item 3(e) above.

Item 5. Interests Of Named Experts and Counsel

125,000 shares of the Registrant's  Common Stock are to be issued in the name of
Jeffrey A. Rinde, Esq., all of which shares of Common Stock are being registered
herewith.  Mr.  Rinde is a  partner  at Bondy &  Schloss,  LLP  which  serves as
corporate  counsel  to the  Registrant.  Under  the  terms  of  the  partnership
agreement  of Bondy & Schloss  LLP,  the shares of Common Stock are deemed to be
beneficially owned by Bondy & Schloss LLP.

Item 6. Indemnification Of Directors and Officers

The Nevada General Corporation Law (the "NGCL"), in general, allows corporations
to indemnify their directors and officers against actual and reasonable expenses
incurred in connection with a proceeding,  if the director or officer who is the
subject  of such  proceeding  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  A corporation  may not  indemnify a director in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable to the corporation  unless and only to the extent that the court
in which  the  action  or suit was  brought  determines  that in view of all the
circumstances, the person is fairly and reasonably entitled to indemnity.

Item 7. Exemption From Registration Claimed

None of the  shares  of the  Company's  common  stock  covered  hereby  has been
previously   issued  in  reliance  upon  an  exemption  from  the   registration
requirements of the Securities Act.

Item 8. Exhibits

The exhibits  listed in the Index to Exhibits,  which  appears on page 6 herein,
are filed as part of this Registration Statement.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

                                       4
<PAGE>

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and
         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been advised  that,  in the opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Collingwood, Ontario, Canada on the 24th day of November, 2003.



                                             HIV-VAC, INC.

                                             By:  /s/ Kevin W. Murray
                                             ----------------------------------
                                             Kevin W. Murray,
                                             Chairman, Chief Executive Officer
                                             and Director


                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Kevin W. Murray,  his true and lawful  attorney-in-fact
and agent with full power of substitution and  resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  to all intents and purposes and as fully as they might or could do in
person,  hereby  ratifying and  confirming  all that such  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 24th day of November, 2003.


       Signature                          Title
       ---------                          -----

 By: /s/ KEVIN W MURRAY           Chairman of the Board
     ------------------------     President & CEO
     Kevin Murray


 By: /s/ GORDON R B SKINNER       Director
     ------------------------
     Gordon R B Skinner


 By: /s/ SALLY DEL PRINCIPE       Chief Financial Officer
     ------------------------     Director
     Sally Del Principe


                                       6
<PAGE>

                                  EXHIBIT INDEX

Index and Description of Exhibits

Exhibit No.        Description
-----------        -----------
5.1                Opinion  of Bondy &  Schloss  LLP as to the  legality  of the
                   securities being offered.
10.1               Business Development Agreement
23.1               Consent of SF Partnership, LLP
23.2               Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24                 Powers  of  Attorney  (included  on p.  II-4 of  Registration
                   Statement on this Form S-8).













                                       7
[{"type": "S-8", "sequence": "1", "filename": "hivvac1003s8.txt", "secsgml_size_bytes": 17511}]
{"company-data": {"conformed-name": "HIV VAC INC", "cik": "0001082576", "assigned-sic": "8731", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110801", "film-number": "031026428"}, "business-address": {"street1": "1608 ST GREGORY", "street2": "SUITE B100", "city": "LAS VEGAS", "state": "NV", "zip": "89117", "phone": "7028665834"}}
As filed with the Securities and Exchange Commission on November 26, 2003
                                                       Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 --------------
                                  HIV-VAC, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                 NEVADA                                    86-0876846
    (STATE OR OTHER JURISDICTION OF                     (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                   IDENTIFICATION NUMBER)

                                 12 HARBEN COURT
                      COLLINGWOOD, ONTARIO, CANADA L9Y 4L8
                    (Address of Principal Executive Offices)

                               Legal Fee Agreement
                         Business Development Agreement
                            (Full title of the plans)

                                  Kevin Murray
                                c/o HIV-VAC, Inc.
                                3675 PECOS-MCLEOD
                                   SUITE 1400
                            LAS VEGAS, NV 89121-3881
                                 (702) 866 2500
            (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                   COPIES TO:

                             Jeffrey A. Rinde, Esq.
                               Bondy & Schloss LLP
                         60 East 42nd Street, 37th Floor
                            New York, New York 10017
                              Phone: (212) 661-3535
                               Fax: (212)972-1677
CALCULATION OF REGISTRATION FEE

                                                 Proposed               Proposed
                                                 Maximum                Maximum
Title of Securities        Amount to be          Offering Price Per     Aggregate Offering       Amount of
to be Registered           Registered            Share                  Price                    Registration Fee
------------------------- --------------------- ---------------------- ------------------------ --------------------
Common Stock, no par       300,000 shares(1)     $0.11(3)               $33,000                  $2.67
value per share
------------------------- --------------------- ---------------------- ------------------------ --------------------
Common Stock, no par       125,000 shares(2)     $0.11(3)               $13,750                  $1.11
value per share
------------------------- --------------------- ---------------------- ------------------------ --------------------
TOTAL                      425,000 shares        $0.11(3)               $46,750                  $3.78

------------------------- --------------------- ---------------------- ------------------------ --------------------
(1)  Represents  300,000  shares of Common Stock to be issued to  consultants as
compensation  for services  rendered by them pursuant to a Business  Development
Agreement.

(2)  Represents  125,000 shares of Common Stock to be issued to an attorney with
Bondy & Schloss LLP as compensation for services rendered by Bondy & Schloss LLP
pursuant to a fee agreement.

(3) Estimated  solely for purposes of calculating the filing fees and calculated
pursuant  to Rule  457(c)  under the  Securities  Act of 1933,  as amended  (the
"Securities  Act")  based  upon the  average  of the bid and  asked  price as of
November 20, 2003.

                                     PART I

              Information Required in the Section 10(a) Prospectus

Note: The document(s)  containing the information  specified in this Part I will
be sent or given to employees as specified  by Rule  428(b)(1).  Such  documents
need not be filed with the Securities and Exchange Commission (the "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by  reference  in the  Registration  Statement in Item 3 of Part II of this Form
S-8, taken  together,  constitute a prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act.

Item 1. Plan Information

This  Registration  Statement  on Form S-8  (the  "Registration  Statement")  of
HIV-VAC, Inc., a Nevada corporation, (the "Registrant") covers 425,000 shares of
the  Registrant's  common stock,  par value $.001 per share,  including  300,000
shares of common  stock to be issued to two  consultants  pursuant to a Business
Development  Agreement  and  125,000  shares to be  issued  to the  Registrant's
counsel for legal services rendered.

                                       2
HIV-VAC, Inc. is offering the common stock to the consultants and its counsel as
compensation for services rendered and not compensated in cash. The common stock
will be  issued  to the  intended  recipients  upon the  effective  date of this
registration  statement.  The issuance of the common stock is not subject to the
Employee Retirement Income Security Act of 1974.  Additional  information may be
obtained  from Kevin W.  Murray,  President  and CEO of  HIV-VAC.  Mr.  Murray's
address  is 12  Harben  Court,  Collingwood,  Ontario,  Canada  L9Y  4L8 and his
telephone number is (705) 444-6317.  The following  persons are receiving shares
of common stock registered pursuant to this registration statement:

      Name                    Number of Shares          Nature of Services
      ----                    ----------------          ------------------
      Dennis C. Hass              150,000               Business Consulting
      Torsten Prochnow            150,000               Business Consulting
      Jeffrey A. Rinde            125,000               Legal

Each of these persons has provided a bona fide service to HIV-VAC in payment for
the  shares and is  believed  to be within the term  "employee"  as defined  for
purposes of Form S-8.

The shares will be treated as ordinary  income at the fair market value  thereof
on the date of receipt under the Internal Revenue Code ("Code").

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request,  HIV-VAC will provide,  without charge,  a copy of
all  documents  incorporated  by  reference  in  Item  3  of  Part  II  of  this
Registration  Statement.  HIV-VAC shall also provide to the  consultants  or its
legal  counsel,  without  charge,  upon  written  or  oral  request,  all of the
documents  required  to be  delivered  to the to the  consultants  or its  legal
counsel pursuant to Rule 428(b) promulgated under the Securities Act of 1933, as
amended,  (the "Securities Act"). Any and all such requests shall be directed to
HIV-VAC,  Inc.,  Attn:  Kevin W. Murray,  President and CEO, at 12 Harben Court,
Collingwood, Ontario, Canada L9Y 4L8.

                                     PART II

               Information Required in the Registration Statement

Item 3.  Incorporation of Documents by Reference

The  following  documents  filed  by the  Registrant  with  the  Commission  are
incorporated herein by reference:

(a) The Registrant's  Annual Report on Form 10-KSB filed on January 13, 2003 and
as amended on March 6, 2003,  on April 7, 2003 and on May 23,  2003 for the year
ended September 30, 2002.

(b)  Quarterly  Report on Form 10-QSB filed on February 14, 2003,  as amended on
March 11, 2003, for the quarter ended December 31, 2002.

(c) Quarterly  Report on Form 10-QSB filed on May 15, 2003 for the quarter ended
March 31, 2003.

(d)  Quarterly  Report on Form  10-QSB  filed on August 13, 2003 for the quarter
ended June 30, 2003.

(e) The  description of  Registrant's  Common Stock  contained in Form 8-K12G3/A
filed with the  Commission  on June 14, 2000,  including any amendment or report
filed for the purpose of updating such description.

                                       3
In addition,  all documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  registered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be  incorporated  by reference  herein and to be a part hereof from
the date of the filing of such documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

Item 4. Description Of Securities

See Item 3(e) above.

Item 5. Interests Of Named Experts and Counsel

125,000 shares of the Registrant's  Common Stock are to be issued in the name of
Jeffrey A. Rinde, Esq., all of which shares of Common Stock are being registered
herewith.  Mr.  Rinde is a  partner  at Bondy &  Schloss,  LLP  which  serves as
corporate  counsel  to the  Registrant.  Under  the  terms  of  the  partnership
agreement  of Bondy & Schloss  LLP,  the shares of Common Stock are deemed to be
beneficially owned by Bondy & Schloss LLP.

Item 6. Indemnification Of Directors and Officers

The Nevada General Corporation Law (the "NGCL"), in general, allows corporations
to indemnify their directors and officers against actual and reasonable expenses
incurred in connection with a proceeding,  if the director or officer who is the
subject  of such  proceeding  acted in good  faith  and in a manner  the  person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
corporation.  A corporation  may not  indemnify a director in connection  with a
proceeding  by or in the  right of the  corporation  in which the  director  was
adjudged liable to the corporation  unless and only to the extent that the court
in which  the  action  or suit was  brought  determines  that in view of all the
circumstances, the person is fairly and reasonably entitled to indemnity.

Item 7. Exemption From Registration Claimed

None of the  shares  of the  Company's  common  stock  covered  hereby  has been
previously   issued  in  reliance  upon  an  exemption  from  the   registration
requirements of the Securities Act.

Item 8. Exhibits

The exhibits  listed in the Index to Exhibits,  which  appears on page 6 herein,
are filed as part of this Registration Statement.

Item 9. Undertakings

(a) The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the Registration Statement;

                                       4
(2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof; and
         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been advised  that,  in the opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the  Securities  Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  Registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Collingwood, Ontario, Canada on the 24th day of November, 2003.

                                             HIV-VAC, INC.

                                             By:  /s/ Kevin W. Murray
                                             ----------------------------------
                                             Kevin W. Murray,
                                             Chairman, Chief Executive Officer
                                             and Director

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints Kevin W. Murray,  his true and lawful  attorney-in-fact
and agent with full power of substitution and  resubstitution for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) of and supplements to this  Registration
Statement and to file the same, with all exhibits  thereto,  and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  to all intents and purposes and as fully as they might or could do in
person,  hereby  ratifying and  confirming  all that such  attorney-in-fact  and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on the 24th day of November, 2003.

       Signature                          Title
       ---------                          -----

 By: /s/ KEVIN W MURRAY           Chairman of the Board
     ------------------------     President & CEO
     Kevin Murray

 By: /s/ GORDON R B SKINNER       Director
     ------------------------
     Gordon R B Skinner

 By: /s/ SALLY DEL PRINCIPE       Chief Financial Officer
     ------------------------     Director
     Sally Del Principe

                                       6
EXHIBIT INDEX

Index and Description of Exhibits

Exhibit No.        Description
-----------        -----------
5.1                Opinion  of Bondy &  Schloss  LLP as to the  legality  of the
                   securities being offered.
10.1               Business Development Agreement
23.1               Consent of SF Partnership, LLP
23.2               Consent of Bondy & Schloss LLP (included in Exhibit 5.1).
24                 Powers  of  Attorney  (included  on p.  II-4 of  Registration
                   Statement on this Form S-8).

                                       7