UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM ~~10-Q~~10-Q/A

Amendment no. 1


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 000-25132

MYMETICS CORPORATION

(Exact name of registrant as specified in its charter)


DELAWARE		~~25-1741849~~
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or organization)		25-1741849 (I.R.S. Employer Identification No.)

c/o Mymetics S.A.
Biopole
Route de la Corniche, 4
1066 Epalinges (Switzerland)

(Address of principal executive offices)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: 011 41 21 653 4535
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo

~~(the~~(the registrant is not yet required to submit Interactive Data)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filero	Accelerated Filero	~~Accelerated~~Non-Accelerated Filero	~~Non-Accelerated Filer~~o	Smaller Reporting Companyþ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:


Class		Outstanding at November 11, 2010

Common Stock, $0.01 par value	213,963,166	~~213,963,166~~

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 1A. RISK FACTORS
	ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
	ITEM 3. DEFAULTS UPON SENIOR SECURITIES
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 5. OTHER INFORMATION
	ITEM 6. EXHIBITS
SIGNATURES
EX-31.1
EX-31.2
EX-32

EXPLANATORY NOTE

On November 11 2010, Mymetics Corporation, a Delaware corporation (“Mymetics” or the “Company”) filed its third quarter report on Form 10-Q. This Amendment No. 1 to Form 10-Q for the period ended September 30, 2010, hereby amends and restates the prior Form 10-Q to reflect corrections related to 1) a reduction of the conversion price on shareholder debt to induce conversion and 2) the reduction of the exercise price of a stock option and an increase in the number of shares issuable upon exercise of that option. The reduction of the conversion price on shareholder debt to induce conversion resulted on a E807 expense in the statements of operations for the three and nine months ended September 30, 2010. The reduction of the exercise price of a stock option and an increase in the number of shares issuable upon exercise of that option resulted in a E484 increase in general and administration expense in the statements of operations for the three and nine months ended September 30, 2010. The net effect was a E1,291 increase in the net loss for both periods.

This Form 10-Q/A speaks as of the original filing date of the Form 10-Q and does not reflect events that may have occurred subsequent to the original filing date.

This Form 10-Q/A has revised Item 1 “Financial Statements”, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, Item 4 “Controls and Procedures”, and Item 5 “Other Information”.

In connection with the filing of this Form 10-Q/A and pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, the Company is including with this Form 10-Q/A certain currently dated certifications.

All of the foregoing was discussed with Peterson Sullivan LLP, the Company’s independent registered public accounting firm.

PART I.FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)


	September 30,		December 31,
	2010		2009
ASSETS

Current Assets
Cash	E	2,119	E	2,959
Receivable officer		36		6
Receivable other		59		39
Prepaid expenses		29		34

Total current assets		2,243		3,038

Property and equipment, net of accumulated depreciation of E135 at September 30, 2010 and E100 at December 31, 2009		158		232
License contract, net of accumulated amortization of E289 at September 30, 2010 and E144 at December 31, 2009		2,405		2,550
In-process research and development		2,266		2,266
Goodwill		6,671		6,671

	E	13,743	E	14,757

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current Liabilities
Accounts payable	E	1,430	E	1,540
Taxes and social costs payable		16		41
Current portion of notes payable to related parties, net of unamortized debt discount of E900 at September 30, 2010 (none at December 31, 2009)		2,428		5,740

Total current liabilities		3,874		7,321

Convertible notes payable to related parties, less current portion		23,058		21,722
Convertible note payable — other		2,687		2,593
Acquisition-related contingent consideration		2,761		1,936

Total liabilities		32,380		33,572

MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)


	FOR THE THREE			FOR THE THREE			TOTAL ACCUMULATED			FOR THE THREE			FOR THE THREE
	MONTHS ENDED			MONTHS ENDED			DURING THE			MONTHS ENDED			MONTHS ENDED			TOTAL ACCUMULATED
	SEPTEMBER 30,			SEPTEMBER 30,			DEVELOPMENT STAGE			SEPTEMBER 30,			SEPTEMBER 30,			DURING THE
	2010			2009							2010			2009			DEVELOPMENT STAGE
Revenue
Sales	E	38		E	38		E	473		E	38		E	38		E	473
Interest		1			—			38			1			—			38
Gain on extinguishment of debt		—			—			774			—			—			774
Government grants		—			—			78			—			—			78

		39			38			1,363			39			38			1,363

Expenses
Research and development		978			1,226			22,905			978			1,226			22,905
General and administrative		789			573			20,167			1,273			573			20,651
Bank fee		—			1			938			—			1			938
Induced conversion cost											807			—			807
Interest		784			526			6,040			784			526			6,040
Change in the fair value of acquisition- related contingent consideration		642			—			(789	)		642			—			(789	)
Goodwill impairment		—			—			209			—			—			209
Depreciation		52			21			703			52			21			703
Amortization of intangibles		49			102			289			49			102			289
Directors’ fees		5			—			331			5			—			331
Other		—			—			11			—			—			11

		3,299			2,449			50,804			4,590			2,449			52,095


Loss before income tax provision		(3,260	)		(2,411	)		(49,441	)		(4,551	)		(2,411	)		(50,732	)
Income tax provision		—			—			(18	)		—			—			(18	)

Net loss		(3,260	)		(2,411	)		(49,459	)		(4,551	)		(2,411	)		(50,750	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(9	)		37			655			(9	)		37			655

Comprehensive loss	E	(3,269	)	E	(2,374	)	E	(48,804	)	E	(4,560	)	E	(2,374	)	E	(50,095	)

Basic and diluted loss per share	E	(0.02	)	E	(0.01	)				E	(0.02	)	E	(0.01	)

MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)


	FOR THE NINE			FOR THE NINE						FOR THE NINE			FOR THE NINE
	MONTHS ENDED			MONTHS ENDED			TOTAL ACCUMULATED			MONTHS ENDED			MONTHS ENDED			TOTAL ACCUMULATED
	SEPTEMBER 30,			SEPTEMBER 30,			DURING THE			SEPTEMBER 30,			SEPTEMBER 30,			DURING THE
	2010			2009			DEVELOPMENT STAGE				2010			2009			DEVELOPMENT STAGE
Revenue
Sales	E	113		E	99		E	473		E	113		E	99		E	473
Interest		3			—			38			3			—			38
Gain on extinguishment of debt		—			—			774			—			—			774
Government grants		—			13			78			—			13			78

		116			112			1,363			116			112			1,363

Expenses
Research and development		2,239			5,756			22,905			2,239			5,756			22,905
General and administrative		2,162			2,737			20,167			2,646			2,737			20,651
Bank fee		1			1			938			1			1			938
Induced conversion cost											807			—			807
Interest		2,006			1,521			6,040			2,006			1,521			6,040
Change in the fair value of acquisition- related contingent consideration		825			—			(789	)		825			—			(789	)
Goodwill impairment		—			—			209			—			—			209
Depreciation		91			60			703			91			60			703
Amortization of intangibles		145			102			289			145			102			289
Directors’ fees		15			—			331			15			—			331
Other		1			—			11			1			—			11

		7,485			10,177			50,804			8,776			10,177			52,095


Loss before income tax provision		(7,369	)		(10,065	)		(49,441	)		(8,660	)		(10,065	)		(50,732	)
Income tax provision		—			—			(18	)		—			—			(18	)

Net loss		(7,369	)		(10,065	)		(49,459	)		(8,660	)		(10,065	)		(50,750	)
Other comprehensive income (loss)
Foreign currency translation adjustment		(26	)		(6	)		655			(26	)		(6	)		655

Comprehensive loss	E	(7,395	)	E	(10,071	)	E	(48,804	)	E	(8,686	)	E	(10,071	)	E	(50,095	)

Basic and diluted loss per share	E	(0.04	)	E	(0.05	)				E	(0.04	)	E	(0.05	)

MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)(UNAUDITED)
For the Period from May 2, 1990 (Inception) to September 30, 2010
(In Thousands of Euros)


												Accumulated																Accumulated
												Other																Other
									Deficit			Comprehensive													Deficit			Comprehensive
									Accumulated			Income - Foreign													Accumulated			Income - Foreign
						Additional			During the			Currency										Additional			During the			Currency
	Date of	Number of		Par		Paid-in			Development			Translation					Date of	Number of		Par		Paid-in			Development			Translation
	Transaction	Shares		Value		Capital			Stage			Adjustment		Total			Transaction	Shares		Value		Capital			Stage			Adjustment		Total
Balance at May 2, 1990
Shares issued for cash	June 1990		33,311,361		E119		E —			E —			E —		E 119		June 1990		33,311,361	E	119	E	—		E	—		E	—	E	119
Net losses to December 31, 1999			—		—		—			(376	)		—		(376	)			—		—		—			(376	)		—		(376	)
Balance at December 31, 1999			33,311,361		119		—			(376	)		—		(257	)			33,311,361		119		—			(376	)		—		(257	)

Bank fee			—		—		806			—			—		806				—		—		806			—			—		806
Net loss for the year			—		—		—			(1,314	)		—		(1,314	)			—		—		—			(1,314	)		—		(1,314	)

Balance at December 31, 2000			33,311,361		119		806			(1,690	)		—		(765	)			33,311,361		119		806			(1,690	)		—		(765	)
Effect on capital structure resulting from a business combination	March 2001		8,165,830		354		(354	)		—			—		—		March 2001		8,165,830		354		(354	)		—			—		—
Issuance of stock purchase warrants in connection with credit facility	March 2001		—		—		210			—			—		210		March 2001		—		—		210			—			—		210
Issuance of shares for bank fee	March 2001		1,800,000		21		(21	)		—			—		—		March 2001		1,800,000		21		(21	)		—			—		—
Issuance of shares for bank fee	June 2001		225,144		3		(3	)		—			—		—		June 2001		225,144		3		(3	)		—			—		—
Issuance of shares for cash	June 2001		1,333,333		15		2,109			—			—		2,124		June 2001		1,333,333		15		2,109			—			—		2,124
Exercise of stock purchase warrants in repayment of debt	June 2001		1,176,294		13		259			—			—		272		June 2001		1,176,294		13		259			—			—		272
Exercise of stock purchase warrants for cash	December 2001		3,250,000		37		563			—			—		600		December 2001		3,250,000		37		563			—			—		600
Net loss for the year			—		—		—			(1,848	)		—		(1,848	)			—		—		—			(1,848	)		—		(1,848	)
Translation adjustment			—		—		—			—			100		100				—		—		—			—			100		100

Balance at December 31, 2001			49,261,962		562		3,569			(3,538	)		100		693				49,261,962		562		3,569			(3,538	)		100		693

Exercise of stock options	March 2002		10,000		—		8			—			—		8		March 2002		10,000		—		8			—			—		8
Issuance of stock purchase warrants for bank fee	June 2002		—		—		63			—			—		63		June 2002		—		—		63			—			—		63
Exercise of stock purchase warrants in repayment of debt	July 2002		1,625,567		16		396			—			—		412		July 2002		1,625,567		16		396			—			—		412
Issuance of remaining shares from 2001 business combination	August 2002		46,976		1		(1	)		—			—		—		August 2002		46,976		1		(1	)		—			—		—
Net loss for the year			—		—		—			(3,622	)		—		(3,622	)			—		—		—			(3,622	)		—		(3,622	)
Translation adjustment			—		—		—			—			97		97				—		—		—			—			97		97

Balance at December 31, 2002			50,944,505		579		4,035			(7,160	)		197		(2,349	)			50,944,505		579		4,035			(7,160	)		197		(2,349	)


												Accumulated
												Other
									Deficit			Comprehensive
									Accumulated			Income - Foreign
							Additional		During the			Currency
	Date of	Number of			Par		Paid-in		Development			Translation
	Transaction	Shares			Value		Capital		Stage			Adjustment		Total
Issuance of shares for services	September 2003		400,000			4		29		—			—		33
Shares retired	October 2003		(51	)		—		—		—			—		—
Issuance of shares for services	November 2003		1,500,000			12		100		—			—		112
Issuance of shares for cash	December 2003		1,500,000			12		113		—			—		125
Issuance of stock purchase warrants for financing fee	December 2003		—			—		12		—			—		12
Net loss for the year			—			—		—		(2,786	)		—		(2,786	)
Translation adjustment			—			—		—		—			453		453

Balance at December 31, 2003			54,344,454			607		4,289		(9,946	)		650		(4,400	)

Issuance of shares for services	January 2004		550,000			5		27		—			—		32
Issuance of shares for cash	January 2004		2,000,000			17		150		—			—		167
Issuance of stock purchase warrants for financing fee	January 2004		—			—		40		—			—		40
Issuance of shares for cash	February 2004		2,500,000			21		187		—			—		208
Issuance of stock purchase warrants for financing fee	February 2004		—			—		62		—			—		62
Issuance of shares for services	April 2004		120,000			1		11		—			—		12
Issuance of shares for bank fee	May 2004		500,000			4		62		—			—		66
Issuance of shares for cash	May 2004		2,000,000			16		148		—			—		164
Issuance of shares for services	August 2004		250,000			2		26		—			—		28
Issuance of shares for cash	August 2004		1,466,667			12		128		—			—		140
Issuance of stock purchase warrants for financing fee	August 2004		—			—		46		—			—		46
Issuance of shares for services	September 2004		520,000			4		29		—			—		33
Issuance of shares for cash	September 2004		50,000			—		4		—			—		4
Issuance of shares for services	October 2004		2,106,743			16		132		—			—		148
Issuance of shares for services	November 2004		2,000,000			15		177		—			—		192
Issuance of shares for cash	November 2004		40,000			—		4		—			—		4
Net loss for the year			—			—		—		(2,202	)		—		(2,202	)
Translation adjustment			—			—		—		—			191		191

Balance at December 31, 2004			68,447,864			720		5,522		(12,148	)		841		(5,065	)

Issuance of shares for services	January 2005		500,000			4		83		—			—		87
Issuance of shares for services	March 2005		200,000			2		33		—			—		35
Issuance of shares for services	March 2005		1,500,000			11		247		—			—		258
Issuance of shares for services	April 2005		60,000			1		10		—			—		11
Issuance of shares for cash	May 2005		52,000			—		5		—			—		5
Issuance of shares for cash	June 2005		50,000			—		3		—			—		3
Issuance of shares for cash	June 2005		50,000			—		3		—			—		3
Issuance of shares for cash	June 2005		343,500			3		14		—			—		17
Issuance of shares for cash	June 2005		83,300			1		3		—			—		4
Issuance of shares for cash	June 2005		100,000			1		4		—			—		5
Issuance of shares for cash	July 2005		144,516			1		6		—			—		7
Issuance of shares for cash	July 2005		144,516			1		6		—			—		7
Issuance of shares for cash	July 2005		144,516			1		6		—			—		7
Issuance of shares for cash	August 2005		206,452			2		8		—			—		10
Issuance of shares for cash	August 2005		50,000			—		2		—			—		2
Issuance of shares for services	September 2005		500,000			4		8		—			—		12


											Accumulated
											Other
								Deficit			Comprehensive
								Accumulated			Income - Foreign
						Additional		During the			Currency
	Date of	Number of		Par		Paid-in		Development			Translation
	Transaction	Shares		Value		Capital		Stage			Adjustment			Total
Issuance of shares for services	September 2005		500,000		4		8		—			—			12
Issuance of shares for services	September 2005		500,000		4		8		—			—			12
Issuance of shares for services	September 2005		300,000		3		5		—			—			8
Issuance of shares for services	September 2005		68,000		1		1		—			—			2
Issuance of shares for services	September 2005		173,200		1		3		—			—			4
Issuance of shares for cash	October 2005		87,459		1		2		—			—			3
Issuance of shares for services	October 2005		185,000		2		6		—			—			8
Issuance of shares for cash	October 2005		174,918		1		5		—			—			6
Issuance of shares for cash	October 2005		116,612		1		3		—			—			4
Issuance of shares for cash	November 2005		116,611		1		3		—			—			4
Issuance of shares for cash	November 2005		390,667		3		3		—			—			6
Issuance of shares for services	November 2005		20,000		—		—		—			—			—
Issuance of shares for services	November 2005		20,000		—		—		—			—			—
Issuance of shares for services	November 2005		20,000		—		—		—			—			—
Issuance of shares for services	November 2005		500,000		5		9		—			—			14
Issuance of shares for services	December 2005		140,000		2		2		—			—			4
Issuance of shares for cash	December 2005		390,667		3		3		—			—			6
Issuance of shares for cash	December 2005		390,666		3		3		—			—			6
Issuance of shares for cash	December 2005		6,000,000		50		200		—			—			250
Net loss for the year			—		—		—		(1,939	)		—			(1,939	)
Translation adjustment			—		—		—		—			(98	)		(98	)

Balance at December 31, 2005			82,670,464		837		6,227		(14,087	)		743			(6,280	)


Issuance of shares for services	January 2006		2,500,000		21		31		—			—			52
Issuance of shares for cash	January 2006		4,000,000		33		132		—			—			165
Issuance of shares for services	January 2006		100,000		1		2		—			—			3
Issuance of shares for cash	March 2006		1,500,000		12		38		—			—			50
Issuance of shares for cash	March 2006		2,500,000		21		62		—			—			83
Issuance of shares for cash	March 2006		250,000		2		6		—			—			8
Issuance of shares for cash	March 2006		1,500,000		12		38		—			—			50
Issuance of shares for services	April 2006		100,000		1		4		—			—			5
Issuance of shares for cash	May 2006		300,000		2		3		—			—			5
Issuance of shares for cash	May 2006		300,000		3		7		—			—			10
Issuance of shares for cash	May 2006		2,350,000		18		82		—			—			100
Debt Conversion — non cash	May 2006		1,000,000		8		31		—			—			39
Issuance of shares for cash	June 2006		2,600,000		20		80		—			—			100
Debt Conversion — non cash	July 2006		1,000,000		8		72		—			—			80
Debt Conversion — non cash	July 2006		1,000,000		8		72		—			—			80
Debt Conversion — non cash	July 2006		1,000,000		8		72		—			—			80
Debt Conversion — non cash	July 2006		500,000		4		36		—			—			40
Issuance of shares for services	November 2006		300,000		2		4		—			—			6
Issuance of shares for cash	November 2006		1,300,000		10		90		—			—			100
Issuance of shares for cash	November 2006		1,280,000		10		90		—			—			100
Issuance of shares for cash	December 2006		1,320,000		10		90		—			—			100
Issuance of shares for cash	December 2006		1,320,000		10		90		—			—			100
Issuance of shares for cash	December 2006		330,000		3		22		—			—			25
Net loss for the year			—		—		—		(1,585	)		—			(1,585	)
Translation adjustment			—		—		—		—			4			4

Balance at December 31, 2006			111,020,464		1,064		7,381		(15,672	)		747			(6,480	)


												Accumulated																	Accumulated
												Other																	Other
									Deficit			Comprehensive														Deficit			Comprehensive
									Accumulated			Income - Foreign														Accumulated			Income - Foreign
		��					Additional		During the			Currency												Additional		During the			Currency
	Date of		Number of		Par		Paid-in		Development			Translation						Date of	Number of			Par		Paid-in		Development			Translation
	Transaction		Shares		Value		Capital		Stage			Adjustment			Total			Transaction	Shares			Value		Capital		Stage			Adjustment			Total
Issuance of shares for cash	January 2007			650,000		5		45		—			—			50		January 2007		650,000			5		45		—			—			50
Issuance of shares for services	January 2007			300,000		2		6		—			—			8		January 2007		300,000			2		6		—			—			8
Issuance of shares for services	January 2007			200,000		2		4		—			—			6		January 2007		200,000			2		4		—			—			6
Issuance of shares for services	January 2007			250,000		2		5		—			—			7		January 2007		250,000			2		5		—			—			7
Issuance of shares for services	February 2007			250,000		2		5		—			—			7		February 2007		250,000			2		5		—			—			7
Issuance of shares for cash	February 2007			1,420,000		11		99		—			—			110		February 2007		1,420,000			11		99		—			—			110
Issuance of shares for cash	February 2007			325,000		2		22		—			—			24		February 2007		325,000			2		22		—			—			24
Issuance of shares for cash	March 2007			650,000		5		45		—			—			50		March 2007		650,000			5		45		—			—			50
Issuance of shares for cash	March 2007			8,712,000		115		875		—			—			990		March 2007		8,712,000			115		875		—			—			990
Debt Conversion — non cash	March 2007			12,500,000		94		2,505		—			—			2,599		March 2007		12,500,000			94		2,505		—			—			2,599
Issuance of shares for services	April 2007			100,000		1		13		—			—			14		April 2007		100,000			1		13		—			—			14
Issuance of shares for services	April 2007			200,000		1		25		—			—			26		April 2007		200,000			1		25		—			—			26
Issuance of shares for services	April 2007			1,000,000		7		67		—			—			74		April 2007		1,000,000			7		67		—			—			74
Issuance of shares for cash	May 2007			1,000,000		7		140		—			—			147		May 2007		1,000,000			7		140		—			—			147
Issuance of shares for cash	May 2007			750,000		6		105		—			—			111		May 2007		750,000			6		105		—			—			111
Debt Cancellation — non cash	May 2007			—		—		242		—			—			242		May 2007		—			—		242		—			—			242
Debt Conversion — non cash	June 2007			9,469,000		70		891		—			—			961		June 2007		9,469,000			70		891		—			—			961
Issuance of shares for cash	June 2007			5,393,000		40		760		—			—			800		June 2007		5,393,000			40		760		—			—			800
Issuance of shares for services	June 2007			261,250		2		25		—			—			27		June 2007		261,250			2		25		—			—			27
Issuance of shares for services	June 2007			261,250		2		25		—			—			27		June 2007		261,250			2		25		—			—			27
Issuance of shares for officer compensation	June 2007			2,500,000		19		318		—			—			337		June 2007		2,500,000			19		318		—			—			337
Issuance of shares for officer compensation	June 2007			2,500,000		19		318		—			—			337		June 2007		2,500,000			19		318		—			—			337
Issuance of shares for officer compensation	June 2007			4,000,000		30		508		—			—			538		June 2007		4,000,000			30		508		—			—			538
Issuance of shares for officer compensation	June 2007			1,000,000		7		127		—			—			134		June 2007		1,000,000			7		127		—			—			134
Issuance of shares for officer compensation	June 2007			6,000,000		45		762		—			—			807		June 2007		6,000,000			45		762		—			—			807
Issuance of shares for services	June 2007			135,000		1		12		—			—			13		June 2007		135,000			1		12		—			—			13
Issuance of shares for cash	June 2007			2,250,000		17		12		—			—			29		June 2007		2,250,000			17		12		—			—			29
Issuance of shares for cash	July 2007			5,550,000		42		1,208		—			—			1,250		July 2007		5,550,000			42		1,208		—			—			1,250
Issuance of shares for cash	August 2007			933,333		7		193		—			—			200		August 2007		933,333			7		193		—			—			200
Issuance of shares for services	August 2007			1,000,000		7		66		—			—			73		August 2007		1,000,000			7		66		—			—			73
Issuance of shares for services	August 2007			1,000,000		7		66		—			—			73		August 2007		1,000,000			7		66		—			—			73
Issuance of shares for services	August 2007			100,000		1		7		—			—			8		August 2007		100,000			1		7		—			—			8
Issuance of shares for services	September 2007			300,000		2		21		—			—			23		September 2007		300,000			2		21		—			—			23
Issuance of shares for cash	September 2007			1,666,667		12		344		—			—			356		September 2007		1,666,667			12		344		—			—			356
Cancellation of shares for collateral	September 2007			-2,000,000		—		—		—			—			—		September 2007		(2,000,000	)		—		—		—			—			—
Issuance of shares for cash	October 2007			2,350,000		17		483		—			—			500		October 2007		2,350,000			17		483		—			—			500
Issuance of shares for cash	November 2007			2,966,666		21		623		—			—			644		November 2007		2,966,666			21		623		—			—			644
Issuance of shares for services	December 2007			500,000		3		48		—			—			51		December 2007		500,000			3		48		—			—			51
Net loss for the year				—		—		—		(9,294	)		—			(9,294	)			—			—		—		(9,294	)		—			(9,294	)
Translation adjustment				—		—		—		—			(75	)		(75	)			—			—		—		—			(75	)		(75	)

Balance at December 31, 2007				187,463,630		1,697		18,401		(24,966	)		672			(4,196	)			187,463,630			1,697		18,401		(24,966	)		672			(4,196	)


Issuance of shares for services																		January 2008		800,000			6		79		—			—			85
Issuance of shares for services																		January 2008		200,000			1		20		—			—			21
Issuance of shares for cash																		February 2008		1,000,000			7		326		—			—			333
Issuance of shares for services																		March 2008		500,000			3		73		—			—			76
Issuance of shares for services																		March 2008		500,000			3		73		—			—			76
Issuance of shares for cash																		June 2008		300,000			2		94		—			—			96
Issuance of shares for cash																		June 2008		1,300,000			8		492		—			—			500
Issuance of shares for services																		July 2008		2,000,000			13		239		—			—			252
Issuance of shares for services																		August 2008		250,000			2		39		—			—			41


											Accumulated																Accumulated
											Other																Other
								Deficit			Comprehensive													Deficit			Comprehensive
								Accumulated			Income - Foreign													Accumulated			Income - Foreign
						Additional		During the			Currency											Additional		During the			Currency
	Date of	Number of		Par		Paid-in		Development			Translation						Date of	Number of		Par		Paid-in		Development			Translation
	Transaction	Shares		Value		Capital		Stage			Adjustment			Total			Transaction	Shares		Value		Capital		Stage			Adjustment			Total
Issuance of shares for services	January 2008		800,000		6		79		—			—			85
Issuance of shares for services	January 2008		200,000		1		20		—			—			21
Issuance of shares for cash	February 2008		1,000,000		7		326		—			—			333
Issuance of shares for services	March 2008		500,000		3		73		—			—			76
Issuance of shares for services	March 2008		500,000		3		73		—			—			76
Issuance of shares for cash	June 2008		300,000		2		94		—			—			96
Issuance of shares for cash	June 2008		1,300,000		8		492		—			—			500
Issuance of shares for services	July 2008		2,000,000		13		239		—			—			252
Issuance of shares for services	August 2008		250,000		2		39		—			—			41
Issuance of shares for cash	December 2008		1,000,000		7		319		—			—			326		December 2008		1,000,000		7		319		—			—			326
Net loss for the year			—		—		—		(6,938	)		—			(6,938	)			—		—		—		(6,938	)		—			(6,938	)
Translation adjustment			—		—		—		—			13			13				—		—		—		—			13			13

Balance at December 31, 2008			195,313,630		1,749		20,155		(31,904	)		685			(9,315	)			195,313,630		1,749		20,155		(31,904	)		685			(9,315	)


Issuance of shares for services	March 2009		250,000		2		36		—			—			38		March 2009		250,000		2		36		—			—			38
Issuance of stock options for acquisition	April 2009		—		—		601		—			—			601		April 2009		—		—		601		—			—			601
Issuance of shares for services	May 2009		250,000		1		27		—			—			28		May 2009		250,000		1		27		—			—			28
Issuance of shares for services	September 2009		250,000		2		21		—			—			23		September 2009		250,000		2		21		—			—			23
Net loss for the year			—		—		—		(10,186	)		—			(10,186	)			—		—		—		(10,186	)		—			(10,186	)
Translation adjustment			—		—		—		—			(4	)		(4	)			—		—		—		—			(4	)		(4	)

Balance at December 31, 2009			196,063,630		1,754		20,840		(42,090	)		681			(18,815	)			196,063,630		1,754		20,840		(42,090	)		681			(18,815	)


Issuance of shares for services	March 2010		200,000		2		18		—			—			20		March 2010		200,000		2		18		—			—			20
Net loss for the period			—		—		—		(2,039	)		—			(2,039	)			—		—		—		(2,039	)		—			(2,039	)
Translation adjustment			—		—		—		—			(4	)		(4	)			—		—		—		—			(4	)		(4	)

Balance at March 31, 2010			196,263,630		1,756		20,858		(44,129	)		677			(20,838	)			196,263,630		1,756		20,858		(44,129	)		677			(20,838	)


Stock compensation expense — options	June 2010		—		—		162		—			—			162		June 2010		—		—		162		—			—			162
Net loss for the period			—		—		—		(2,070	)		—			(2,070	)			—		—		—		(2,070	)		—			(2,070	)
Translation adjustment			—		—		—		—			(13	)		(13	)			—		—		—		—			(13	)		(13	)

Balance at June 30, 2010			196,263,630		1,756		21,020		(46,199	)		664			(22,759	)			196,263,630		1,756		21,020		(46,199	)		664			(22,759	)


Issuance of warrant with debt	July 2010		—		—		1,200		—			—			1,200		July 2010		—		—		1,200		—			—			1,200
Induced conversion cost																	September 2010		—		—		807		—			—			807
Warrant modification cost																	September 2010		—		—		484		—			—			484
Issuance of shares for services	September 2010		1,550,000		12		147		—			—			159		September 2010		1,550,000		12		147		—			—			159
Issuance of shares on conversion of debt	September 2010		16,149,536		120		5,868		—			—			5,988		September 2010		16,149,536		120		5,868		—			—			5,988
Stock compensation expense — options	September 2010		—		—		44		—			—			44		September 2010		—		—		44		—			—			44
Net loss for the period			—		—		—		(3,260	)		—			(3,260	)			—		—		—		(4,551	)		—			(4,551	)
Translation adjustment			—		—		—		—			(9	)		(9	)			—		—		—		—			(9	)		(9	)

Balance at September 30, 2010			213,963,166		1,888		28,279		(49,459	)		655			(18,637	)			213,963,166		1,888		29,570		(50,750	)		655			(18,637	)

MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)


	FOR THE NINE			FOR THE NINE						FOR THE NINE			FOR THE NINE
	MONTHS ENDED			MONTHS ENDED			TOTAL ACCUMULATED			MONTHS ENDED			MONTHS ENDED			TOTAL ACCUMULATED
	SEPTEMBER 30,			SEPTEMBER 30,			DURING THE			SEPTEMBER 30,			SEPTEMBER 30,			DURING THE
	2010			2009			DEVELOPMENT STAGE			2010			2009			DEVELOPMENT STAGE
Cash Flow from Operating Activities
Net loss	E	(7,369	)	E	(10,065	)	E	(49,459	)	E	(8,660	)	E	(10,065	)	E	(50,750	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in the fair value of acquisition- related contingent consideration		825			—			(789	)		825			—			(789	)
Depreciation		91			60			703			91			60			703
Amortization of intangibles		145			102			289			145			102			289
Goodwill impairment		—			—			209			—			—			209
Fees paid in warrants		—			—			223			—			—			223
Gain on extinguishment of debt		—			—			(774	)		—			—			(774	)
Services and fee paid in common stock		179			89			5,403			179			89			5,403
Stock compensation expense — options		206			—			206			206			—			206
Amortization of debt discount		300			—			510			300			—			510
Changes in operating assets and liabilities,
Receivables		(50	)		(17	)		(25	)
Induced conversion cost											807			—			807
Warrant modification cost											484			—			484
Changes in operating assets and liabilities, Receivables											(50	)		(17	)		(25	)
Accounts payable and payable to officers and employees		(110	)		635			2,011			(110	)		635			2,011
Taxes and social costs payable		(25	)		(1	)		16			(25	)		(1	)		16
Other		5			67			16			5			67			16

Net cash used in operating activities		(5,803	)		(9,130	)		(41,461	)		(5,803	)		(9,130	)		(41,461	)


Cash Flows from Investing Activities
Patents and other		—			—			(393	)		—			—			(393	)
Purchase of property and equipment		(17	)		(145	)		(240	)		(17	)		(145	)		(240	)
Acquisition of subsidiary, net of cash acquired of E58		—			(4,942	)		(4,942	)		—			(4,942	)		(4,942	)
Cash acquired in reverse purchase		—			—			13			—			—			13

Net cash used in investing activities		(17	)		(5,087	)		(5,562	)		(17	)		(5,087	)		(5,562	)

MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2010
(UNAUDITED)

Note 1. The Company and Summary of Significant Accounting Policies

BASIS OF PRESENTATION

The amounts in the notes are shown in thousands of EURO rounded to the nearest thousand except for share and per share amounts.

The accompanying interim period consolidated financial statements of Mymetics Corporation (the “Company”) set forth herein have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period consolidated financial statements should be read together with the audited financial statements and the accompanying notes included in the Company’s latest annual report on Form 10-K for the fiscal year ended December 31, 2009.

The accompanying financial statements of the Company are unaudited. However, in the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments necessary to present a fair statement of the results of the interim periods presented. All adjustments made during the nine-month period ending September 30, 2010 were of a normal and recurring nature.

The Company was created for the purpose of engaging in vaccine research and development. Its main research efforts have been concentrated in the prevention and treatment of the AIDS virus until it acquired an ongoing malaria vaccine project from one of its close scientific partners. On April 1, 2009 the Company successfully closed its acquisition of Bestewil Holding BV and Mymetics BV (previously Virosome Biologicals BV) and, as a result, has further increased the pipeline of vaccines under development to include (i)Herpes Simplex which is at the pre-clinical stage, (ii)influenza for elderly which is at clinical trial Phase II and is being developed in collaboration with Solvay Pharmaceuticals (now Abbott Laboratories), and (iii) ~~Resporatory~~Respiratory Syncytial Virus (RSV) which is at the pre-clinical stage. The Company has established a network of partners and sub-contractors to further develop its vaccines, including education centers, research centers, pharmaceutical laboratories and biotechnology companies.

These financial statements have been prepared treating the Company as a development stage company. As of September 30, 2010, the Company is in the initial stages of clinical testing and a commercially viable product is not expected for several more years. As such, the Company has not generated significant revenues. For the purpose of these financial statements, the development stage started May 2, 1990.

These financial statements have also been prepared assuming the Company will continue as a going concern. The Company has experienced significant losses since inception resulting in a deficit accumulated during the development stage of ~~E49,459~~E50,750 at September 30, 2010. Deficits in operating cash flows since inception have been financed through debt and equity funding sources. In order to remain a going concern and continue the Company’s research and development activities, management intends to

seek additional funding. Management is seeking additional financing but there can be no assurance that management will be successful in any of those efforts.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated.

FOREIGN CURRENCY TRANSLATION

The Company translates non-Euro assets and liabilities of its subsidiaries at the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Unrealized gains or losses from these translations are reported as a separate component of comprehensive income. Transaction gains or losses are included in general and administrative expenses in the consolidated statements of operations. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations. The Company’s reporting currency is the Euro because substantially all of the Company’s activities are conducted in Europe.

CASH

Cash deposits are occasionally in excess of insured amounts. No interest was paid for the three months ended September 30, 2010 and 2009, respectively. No interest was paid for the nine months ended September 30, 2010 and 2009, respectively.

REVENUE RECOGNITION

Revenue related to the sale of products is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is reasonably assured.

Grant revenue is recognized when the associated costs are incurred.

RECEIVABLES

Receivables are stated at their outstanding principal balances. Management reviews the collectability of receivables on a periodic basis and determines the appropriate amount of any allowance. Based on this review procedure, management has determined that the allowance at September 30, 2010 and at December 31, 2009 are sufficient. The Company charges off receivables to the allowance when management determines that a receivable is not collectible. The Company may retain a security interest in the products sold.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and is depreciated over its estimated useful life on straight-line basis from the date placed in service. Estimated useful lives are usually taken as three years.

LICENSE CONTRACT

The license contract was acquired as part of the acquisition of Bestewil. It is amortized over 14 years on a straight-line basis.

IN-PROCESS RESEARCH AND DEVELOPMENT

In-process research and development (referred to as IPR&D) represents the estimated fair value assigned to research and development projects acquired in a purchased business combination that have not been completed at the date of acquisition and which have no alternative future use. IPR&D assets acquired in a business combination after January 1, 2009, are capitalized as indefinite-lived intangible assets. These assets remain indefinite-lived until the completion or abandonment of the associated research and development efforts. During the periods prior to completion or abandonment, those acquired indefinite-lived assets are not amortized but are tested for impairment annually, or more frequently, if events or changes in circumstances indicate that the asset might be impaired.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets, which include property and equipment, and the license contract, are assessed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. The impairment testing involves comparing the carrying amount to the forecasted undiscounted future cash flows generated by that asset. In the event the carrying value of the assets exceeds the undiscounted future cash flows generated by that asset and the carrying value is not considered recoverable, impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. An impairment loss would be recognized in net income in the period that the impairment occurs.

GOODWILL

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. Goodwill is assessed for impairment on an annual basis as of April 1st of each year or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment model prescribes a two-step method for determining goodwill impairment. In the first step, the Company determines the fair value of its reporting unit using an enterprise value analysis. If the net book value of its reporting unit exceeds the fair value, then the second step of the impairment test is performed which requires allocation of the Company’s reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations with any residual fair value being allocated to goodwill. An impairment charge will be recognized only when the implied fair value of the reporting unit’s goodwill is less than its carrying amount. No impairment was necessary based on the test as of April 1, 2010.

CONTINGENT CONSIDERATION

The Company accounts for contingent consideration in a purchase business combination in accordance with applicable guidance provided within the business combination rules. As part of the consideration for the Bestewil acquisition, the Company is contractually obligated to pay additional purchase price consideration upon achievement of certain commercial milestones. Therefore, the Company is required to update the assumptions at each reporting period, based on new developments, and record such amounts at fair value until such consideration is satisfied.

RESEARCH AND DEVELOPMENT

Research and development costs are expensed as incurred.

TAXES ON INCOME

The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. In estimating future tax consequences, the Company generally considers all expected future events other than enactments of changes in the tax laws or rates.

The Company reports a liability, if any, for unrecognized tax benefits resulting from uncertain income tax positions taken or expected to be taken in an income tax return. Estimated interest and penalties, if any, are recorded as a component of interest expense and other expense, respectively.

The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties at September 30, 2010 or at December 31, 2009. The Company’s United States tax returns are open to audit for the years ended December 31, 2006 to 2009. The returns for the Luxembourg subsidiary LUXEMBOURG 6543 S.A., are open to audit for the year ended December 31, 2009. The returns for the Swiss subsidiary, Mymetics S.A., are open to audit for the years ended December 31, 2007 to 2009. The returns for the Netherlands subsidiaries, Bestewil B.V. and Mymetics B.V., are open to audit for the year ended December 31, 2009.

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding in the period. The weighted average number of shares was 201,657,505 and 195,816,347 for the three months ended September 30, 2010 and 2009, respectively. The weighted average number of shares was 198,047,647 and 195,615,828 for the nine months ended September 30, 2010 and 2009, respectively. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. Options, warrants, and convertible debt were not included in the computation of diluted earnings per share because their effect would be anti-dilutive due to net losses incurred.

PREFERRED STOCK

The Company has authorized 5,000,000 shares of preferred stock that may be issued in several series with varying dividend, conversion and voting rights. No preferred shares are issued or outstanding at September 30, 2010.

STOCK-BASED COMPENSATION

Compensation cost for all share-based payments is based on the estimated grant-date fair value. The Company amortizes stock compensation cost ratably over the requisite service period.

On April 1, 2009 Mymetics issued an option to Norwood Immunology Limited (“NIL”) as part of its acquisition of Bestewil Holding B.V. (“Bestewil”). See Note 2.

The issuance of common shares for services is recorded at the quoted price of the shares on the date the shares are issued. In the nine months ended September 30, 2010, 1,750,000 shares were issued to individuals as fee for services rendered, of which 1,550,000 shares were issued during the three month period ended September 30, 2010.

During the nine month period ending September 30, 2010, the Board of Directors of Mymetics awarded 4,350,000 incentive stock options to the employees and officers of the Company. Incentive stock options were awarded on June 30, 2010, for a total of 3,350,000 shares with an exercise price of USD 0.14 per share, of which 1,850,000 vested immediately and 1,500,000 vest in equal quantities over the next three years. As part of the employment contract with the CFO of Mymetics, 1,000,000 employee incentive stock options were issued on July 1, 2010 with an exercise price of USD 0.19 per share, of which 250,000 vested immediately and 750,000 vest in equal quantities over the next three years. No options were issued in the three and nine months ended September 30, 2009.

ESTIMATES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

FAIR VALUE MEASUREMENTS

Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include:

~~Level 1 —~~


Level 1-		Quoted prices in active markets for identical assets or liabilities.

~~Level 2 —~~


Level 2-		Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Level 3 —~~


Level 3-		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

FAIR VALUES OF FINANCIAL INSTRUMENTS

The Company generally has the following financial instruments: cash, employee receivables, other receivables, accounts payable, payable to officers and employees, taxes and social costs payable, acquisition-related contingent consideration and notes payable. The carrying value of cash, employee receivables, other receivables, accounts payable, payable to officers and employees and taxes and social costs payable approximate their fair value based on the short-term nature of these financial instruments. The carrying value of acquisition-related contingent consideration is equal to fair value since this liability is required to be reported at fair value. Due to the unique nature of the notes payable, management believes it is not practicable to estimate the fair value of these instruments.

CONCENTRATIONS

The Company enters into scientific collaboration agreements with selected partners such as Pevion Biotech Ltd., a Swiss company that granted Mymetics exclusive licenses to use their virosome vaccine delivery technology in conjunction with the Company’s AIDS and malaria preventive vaccines under development. Under this agreement, Pevion Biotech is committed to supply the actual Virosomes and perform their integration with the Company’s antigens, which requires proprietary know-how, at Pevion’s premises. The agreement includes specific mechanisms to mitigate the risk of losing a

key component of Mymetics’ vaccines should Pevion become unable to meet its commitment.

RELATED PARTY TRANSACTIONS

The Company’s general counsel is a member of the Board of Directors. The Company incurred professional fees to the counsel’s law firm during the three and nine months ended September 30, 2010, totaling E28 and E101, respectively. The professional fees incurred by the Company to the counsel’s law firm during the three and nine months ended September 30, 2009, totaled E16 and E85, respectively.

COMMITMENTS

As per an agreement signed on December 22, 2008, PX Therapeutics has granted the license rights of the general know-how of Gp41 manufacturing technology to Mymetics for five years. During this period, the Company pays to PX Therapeutics an annual fee of E200 until the expiration date of December 23, 2013. The second milestone payment of E200 is due on December 23, 2010.

NEW ACCOUNTING PRONOUNCEMENTS

No new accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.

Note 2. Acquisition of Bestewil

On April 1, 2009, Mymetics and NIL closed the acquisition of Bestewil Holding B.V. (Bestewil”) from its parent, NIL, under a Share Purchase Agreement pursuant to which Mymetics agreed to purchase all issued and outstanding shares of capital stock (the “Bestewil Shares”) of Bestewil from its parent, NIL, and all issued and outstanding shares of capital stock of Virosome Biologicals B.V. which were held by Bestewil. Mymetics paid NIL E5,000 (the “Cash Consideration”) raised from bridge financing (the “Bridge Loan”)and issued to NIL a convertible redeemable note (the “Note”) in the principal amount of E2,500 due 36 months after the closing date, bearing interest at 5% per annum, convertible into shares of the Company’s common stock at a conversion rate of $0.50 (“the Conversion Price” since September 2010) and secured by the Company’s pledge of 1/3rd of the Bestewil Shares. The reduction of the Conversion Price from $0.80 to $0.50 in September 2010 did not result in an extinguishment and reissuance of the note, nor did it result in a material adjustment in the consolidated financial statements. In addition, Mymetics granted NIL an option to acquire shares of Mymetics common stock equal to the result obtained by dividing $9,609 by the Conversion Price. As part of the Share Purchase Agreement, if Mymetics had issued shares of capital stock in connection with a financing to repay the Bridge Loan that had more favorable financial rights and preferences than the original conversion price or other terms, NIL had the right, at its election, to acquire those shares at the better terms. Since the Company ~~converted~~reduced the conversion price of the Bridge Loan to finance the acquisition atfrom $0.80 to $0.50 in September 2010 (see note 5), the result is that the option now allows NIL to acquire 19,218,450 shares of common stock. The difference between the fair value calculation of the option at the original exercise price of $0.80 and the now established $0.50 per share is E484 and has been recorded as a general and administrative expense and an increase in additional paid-in capital. The fair values were calculated with standard Black Scholes methodology using the following assumptions:


Risk free interest rate	0.38	%
Expected dividends	0	%
Expected term	1.5	years
Volatility	131.92	%

			Virus license (RSV license), payable in cash, maximum amount unlimited; and

	•		A payment in cash, maximum amount unlimited, of 25% of any net amounts received by Mymetics from a third party Herpes Simplex Virus license (HSV license) based upon Bestewil intellectual property.

~~A payment in cash, maximum amount unlimited, of 25% of any net amounts received by Mymetics from a third party Herpes Simplex Virus license (HSV license) based upon Bestewil intellectual property.~~

Under the terms of the Share Purchase Agreement, Mymetics has entered into an employment agreement with Antonius Stegmann, CSO of Virosome Biologicals B.V. (renamed Mymetics B.V.).

The acquisition of Bestewil has expanded Mymetics’ current portfolio of vaccines and vaccine candidates.

The acquisition of Bestewil has been recorded as a business acquisition. In a business acquisition, the purchase price of an acquired entity is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition.

The Company has concluded the measurement period for estimating the fair value of the purchase consideration. The fair value of the purchase consideration for the Bestewil acquisition on April 1, 2009 was as follows:


	As		Measurement
	Initially		Period			As
	Recorded		Adjustments			Adjusted
Cash paid to Norwood	E	5,000	E	—		E	5,000
Convertible note payable issued		2,500		—			2,500
Equity options issued		601		—			601
Contingent consideration:
Royalties for Influenza Vaccine		—		1,800			1,800
Royalties for RSV		700		729			1,429
Royalties for HSV		750		(429	)		321

Total purchase consideration	E	9,551	E	2,100		E	11,651

The range of the undiscounted amounts the Company could pay in contingent consideration is not determinable since it is based on sales of vaccines that are yet to be developed. The fair value of the contractual obligations to pay the contingent consideration recognized on the acquisition date was determined based on a risk-adjusted, discounted cash flow approach. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The resultant cash flows were discounted using a discount rate of 25%, which the Company believes is appropriate and is representative of a market participant assumption.

The Company’s fair value estimates of the purchase price consideration are assigned to the assets acquired and liabilities assumed based on their estimated fair values as of April 1, 2009:


	Purchase Price
	Allocation
Assets:
Current assets	E	90
License contract (Intranasal Influenza Vaccine)		2,694
In-process research and development (HSV and RSV)		2,266
Goodwill		6,671
Property and equipment		98
Other non-current assets		7


Total assets		11,826
Liabilities:
Current liabilities		175


Total liabilities	E	175


Total purchase consideration	E	11,651

The above allocation is final. The license contract will be amortized over 14 years.

Note 3. Intangible Assets

Intangible assets consisted of the following at September 30, 2010 and December 31, 2009:


	September 30, 2010			December 31, 2009
Indefinite-lived intangibles:
In process research and development	E	2,266		E	2,266

Definite-lived intangibles:
License contract	E	2,694		E	2,694
Less accumulated amortization		(289	)		(144	)

		2,405			2,550

Other intangibles, net	E	4,671		E	4,816

Amortization of intangibles amounting to E145 has been recorded during the nine months ended September 30, 2010.

Note 4. Acquisition-Related Contingent Consideration

As of September 30, 2010, the Company held a liability for acquisition-related contingent consideration that is required to be measured at fair value on a recurring basis.

The following table presents changes to the Company’s acquisition-related contingent consideration for the period ending September 30, 2010:

During the nine month period ending September 30, 2010, the fair value of the acquisition-related contingent consideration increased by E825. This was mainly due to an increase in payments related to expected upfront and milestone income from the HSV vaccine candidate. Further, the timelines for possible out-licensing upfront and milestone payments for the RSV and HSV vaccine candidates have been moved out to reflect the strategy of Mymetics to out-license after a successful Phase II trial.

For the three month period ending September 30, 2010, an E642 increase in the fair value of the acquisition-related contingent consideration liability had to be recorded. This was due to higher expected future milestone payments related to the HSV vaccine and an adjustment to the timelines reflecting Mymetics’ strategy to out-license the vaccine candidates after a successful Phase II.

Note 5. Debt Financing

The Company is focusing its efforts on funding its on-going expenses through high net worth individuals located in Europe. To date, investors in Switzerland have purchased restricted common shares at prices which are at a premium to the market price of Mymetics shares, and have introduced management to other high net worth individuals who have a similar interest in the Company’s science and mission.

In addition to purchasing shares, certain principal shareholders have granted the Company secured convertible notes (in accordance with the Uniform Commercial Code in the State of Delaware), which have a total carrying value of E25,486 including interest due to date. Interest incurred on these notes since inception has been added to the principal amounts.

During the three month period ending September 30, 2010, two short term convertible loans with a carrying amount of E5,988 were converted into Mymetics common shares at a conversion price of $0.50 per share with an exchange rate of $1.3486 per Euro. The original conversion price of these loans was $0.80, but in order to induce the lender to convert, the lower conversion price of $0.50 had to be accepted. This event has also fixed the conversion price at $0.50 ~~per share~~ for the Norwood convertible loan and the Norwood option (see note 2). The advantage of this lower conversion price for the lender has been treated in accordance with ASC Subtopic 470-20-40. The difference in the fair value of the shares issuable based on the terms of the original conversion price and the fair value of the shares actually issued based on the inducement terms is recorded as an expense of E807.

During the nine month period ending September 30, 2010, Round Enterprises provided two 12 month loans to the Company for a total of E3,300 (see details in table below).

On July 1 2010, Mymetics issued a warrant to Round Enterprises providing the right to buy 32 million shares of Mymetics common stock at a price of US$0.25 per share.

The details of the convertible notes, loans and contingent liabilities are as follows at September 30, 2010:


												Fixed EUR/USD										Fixed EUR/USD
										Conversion		Rate for						Dura-	Inter-	Conversion		Rate for
		1st-Issue		Principal		Duration			Interest	Price		Conversion		1st-Issue	Principal			tion	est	Price		Conversion
Lender		Date		Amount		(Note)			Rate	(stated)		Price		Date	Amount			(Note)	Rate	(stated)		Price
Round Enterprises Ltd.			06/29/2010	E	2,200		(5	)	5% pa	None				06/29/2010	E	2,200		(5)	5% pa	None

Round Enterprises Ltd.			09/30/2010	E	1,100		(8	)	5% pa	None				09/30/2010	E	1,100		(8)	5% pa	None


Total Short Term Principal Amounts				E	3,300										E	3,300
Accrued Interest				E	28										E	28


Total Short Term Notes from Related Parties				E	3,328										E	3,328


Unamortized debt discount				E	(900)										E	(900	)


Net Short Term Notes from Related Parties, net of unamortized debt discount	Net Short Term Notes from Related Parties, net of unamortized debt discount			E	2,428										E	2,428


Eardley Holding A.G. (1)			06/23/2006	E	140		(2	)	10% pa	US$	0.10		N/A	06/23/2006	E	140		(2)	10% pa	US$	0.10		N/A
Anglo Irish Bank S.A. (3)			10/21/2007	E	500		(2	)	10% pa	US$	0.50		1.4090	10/21/2007	E	500		(2)	10% pa	US$	0.50		1.4090
Round Enterprises Ltd.			12/10/2007	E	1,500		(2	)	10% pa	US$	0.50		1.4429	12/10/2007	E	1,500		(2)	10% pa	US$	0.50		1.4429
Round Enterprises Ltd.			01/22/2008	E	1,500		(2	)	10% pa	US$	0.50		1.4629	01/22/2008	E	1,500		(2)	10% pa	US$	0.50		1.4629
Round Enterprises Ltd.			04/25/2008	E	2,000		(2	)	10% pa	US$	0.50		1.5889	04/25/2008	E	2,000		(2)	10% pa	US$	0.50		1.5889
Round Enterprises Ltd.			06/30/2008	E	1,500		(2	)	10% pa	US$	0.50		1.5380	06/30/2008	E	1,500		(2)	10% pa	US$	0.50		1.5380
Round Enterprises Ltd.			11/18/2008	E	1,200		(2	)	10% pa	US$	0.50		1.2650	11/18/2008	E	1,200		(2)	10% pa	US$	0.50		1.2650
Round Enterprises Ltd.			02/09/2009	E	1,500		(2	)	10% pa	US$	0.50		1.2940	02/09/2009	E	1,500		(2)	10% pa	US$	0.50		1.2940
Round Enterprises Ltd.			06/15/2009	E	5,500		(2,4	)	10% pa	US$	0.80		1.4045	06/15/2009	E	5,500		(2,4)	10% pa	US$	0.80		1.4045
Eardley Holding A.G.			06/15/2009	E	100		(2,4	)	10% pa	US$	0.80		1.4300	06/15/2009	E	100		(2,4)	10% pa	US$	0.80		1.4300
Von Meyenburg			08/03/2009	E	200		(2	)	10% pa	US$	0.80		1.4400	08/03/2009	E	200		(2)	10% pa	US$	0.80		1.4400
Round Enterprises Ltd.			10/13/2009	E	2,000		(2	)	5% pa	US$	0.25		1.4854	10/13/2009	E	2,000		(2)	5% pa	US$	0.25		1.4854
Round Enterprises Ltd.			12/18/2009	E	2,200		(2	)	5% pa	US$	0.25		1.4338	12/18/2009	E	2,200		(2)	5% pa	US$	0.25		1.4338


Total Long Term Principal Amounts				E	19,840										E	19,840
Accrued Interest				E	3,218										E	3,218


Total Long Term Convertible Notes to Related Parties	Total Long Term Convertible Notes to Related Parties			E	23,058										E	23,058


Total Convertible Notes to Related Parties, net of unamortized debt discount	Total Convertible Notes to Related Parties, net of unamortized debt discount			E	25,486										E	25,486


Norwood Secured Loan			04/03/2009	E	2,500		(6	)	5% pa	US$	0.50		1.2812


Total Principal Amount				E	2,500
Accrued Interest				E	187


Total Convertible Note Payable — other				E	2,687


Norwood Contingent Liability				E	2,761		(7	)


TOTAL LOANS, NOTES, AND CONTINGENT LIABILITY				E	30,934

Fixed EUR/USD

Dura-

Inter-

Conversion

Rate for

1st-Issue

Principal

tion

est

Price

Conversion

Lender

Date

Amount

(Note)

Rate

(stated)

Price

Norwood Secured Loan

04/03/2009

2,500

(6)

5% pa

US$

0.50

1.2812

Total Principal Amount

2,500

Accrued Interest

187

Total Convertible Note Payable — other

2,687

Norwood Contingent Liability

2,761

(7)

TOTAL LOANS, NOTES, AND CONTINGENT LIABILITY

30,934


(1)		Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190,000.

(2)		The earlier of: (i) the date that the Company has sufficient revenues to repay, or (ii) upon an event of default. The loan is secured against IP assets of Mymetics Corporation.

(3)		Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder.

(4)		The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV.

(5)		The earlier of (i) June 30, 2011 or (ii) upon an event of default. The term of the loan agreement started on July 1, 2010.

(6)		Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company issued to Norwood Immunology Limited (“NIL”) a convertible redeemable note (the “Note”) in the principal amount of E2,500 with a maturity date of 36 months after the closing date and bearing interest at 5% per annum. The note is secured against 1/3^rd3rd of Bestewil common stock.

(7)		Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company is committed to make further payments to NIL in the event that certain stated milestones for the development of vaccines are achieved. These have been considered on a risk probability basis.

(8)		The earlier of (i) September 30, 2011 or (ii) upon an event of default.

Note 6. Equity Financing

The Company expects to continue to rely on its existing high net worth shareholders until at least the end of 2010. Collaboration is ongoing with two reputable private financial organizations in order to create further equity investment by private placement to meet the Company’s expenses during the next 12 months and beyond.

On February 4, 2010, Mymetics engaged a US based investment bank to lead the effort of raising approximately €35 million in a private placement to meet Mymetics’ capital requirements for continued development of its vaccine pipeline.

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion and analysis of the results of operations and financial condition of Mymetics Corporation for the periods ended September 30, 2010 and 2009 should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2009 and related notes and the description of the Company’s business and properties included elsewhere herein.

This report contains forward-looking statements that involve risks and uncertainties. The statements contained in this report are not purely historical, but are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. These forward looking statements concern matters that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. Words such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue”, “probably” or similar words are intended to identify forward looking statements, although not all forward looking statements contain these words.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We are under no duty to update any of the forward-looking statements after the date hereof to conform such statements to actual results or to changes in our expectations.

Readers are urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation disclosures made under the captions “Management Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Consolidated Financial Statements” and “Notes to Consolidated Financial Statements” included in our annual report on Form 10-K for the year ended December 31, 2009 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2009.

NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

Revenue was E116 for the nine months ended September 30, 2010, of which E113 relate to licensing agreements, and E112 for the nine months ended September 30, 2009. This revenue has been earned by the acquired company “Bestewil Holding/Virosome Biologicals”.

Costs and expenses decreased to ~~E7,485~~E8,776 for the nine months ended September 30, 2010 from E10,177 ~~(-26.5%~~(-13.8%) for the nine months ended September 30, 2009. Research and development expenses decreased to E2,239 in the current period from E5,756 (-61.1%) in the comparative period of 2009. This decrease is mainly due to minimal expenses on malaria after the Phase Ib was successfully completed in Tanzania in early 2010. General and administrative expenses decreased to ~~E2,162~~E2,646 in the nine months ended September 30, 2010 from E2,737 ~~(-21.0%~~(-3.3%) in the comparative period of 2009 due to the due diligence cost for the Bestewil acquisition incurred during the nine months ended September 30, ~~2009.~~2009, offset by warrant modification expense incurred during the nine months ended September 30, 2010.

A reduction in the conversion price of shareholder debt resulted in a E807 expense recorded during the nine months ended September 30, 2010. No such expense was incurred during the nine months ended September 30, 2009.

Interest expense increased to E2,006 for the nine months ended September 30, 2010 from E1,521 for the nine months ended September 30, 2009. This increase was mainly related to the E300 amortization of the debt discount related to the warrant that was issued in conjunction with a note payable on July 1, 2010.

A reassessment of fair value required an E825 increase in the acquisition-related contingent consideration liability during the nine months ended September 30, 2010 mainly due to higher expected future milestone payments related to the HSV vaccine. Further, the timelines for possible out-licensing upfront and milestone payments for the RSV and HSV vaccine candidates have been moved out to reflect the strategy of Mymetics to out-license after a successful Phase II.

The Company reported a net loss of ~~E7,369,~~E8,660, or E0.04 per share, for the nine months ended September 30, 2010, compared to a net loss of E10,065, or E0.05 per share, for the nine months ended September 30, 2009.

THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

Revenue was E39 for the three months ended September 30, 2010, of which E38 relate to licensing agreements, and E38 for the three months ended September 30, 2009, all of which relate to licensing agreements. This revenue has been earned by the acquired company “Bestewil Holding/Virosome Biological”.

Costs and expenses increased to ~~E3,299~~E4,590 for the three months ended September 30, 2010 from E2,449 ~~(34.7%~~(87.4%) for the three months ended September 30, 2009. Research and development expenses decreased to E978 in the current period from E1,226 (-21.2%) in the comparative period of 2009. The decrease of R&D is mainly related to less ~~costs~~cost on the malaria vaccine. General and administrative expenses increased to ~~E789~~E1,273 in the three months ended September 30, 2010 from E573 ~~(37.9%~~(122.2%) in the comparative period of 2009. This increase was mainly due to the decrease in the exercise price on outstanding warrants, the issuance of shares for services and the strength of the ~~swiss~~Swiss franc against the euro which shows a 13.5% increase versus the same period last year.

A reduction in the conversion price of shareholder debt resulted in a E807 expense recorded during the three months ended September 30, 2010. No such expense was incurred during the three months ended September 30, 2009.

Interest expense increased to E784 for the three months ended September 30, 2010 from E526 for the three months ended September 30, 2009. This was mainly related to the E300 amortization charge of the debt discount related to the warrant that was issued in conjunction with a note payable on July 1, 2010, while direct interest charges on notes payable was lower due to the conversion of a short term note payable into shares of common stock.

A reassessment of fair value required an E642 increase in the acquisition-related contingent consideration liability during the three months ended September 30, 2010 due to higher expected future milestone payments related to the HSV vaccine and an adjustment to the timelines reflecting Mymetics’ strategy to out-license the vaccine candidates after a successful Phase II.

We have not generated any material revenues since we commenced our vaccine research and development business in 2001, and we do not anticipate generating any material revenues on a sustained basis unless and until a licensing agreement or other commercial arrangement is entered into with respect to our technology.

As of September 30, 2010, we had an accumulated deficit of approximately ~~E49~~E51 million, and we incurred losses of ~~E7,369~~E8,660 in the nine month period ending on that date. These losses are principally associated with the research and development of our vaccine technologies. We expect to continue to incur expenses in the future for research, development and activities related to the future licensing of our technologies.

Net cash used in operating activities was (E5,803) for the nine month period ended September 30, 2010, compared to (E9,130) for the period ended September 30, 2009.

Investing activities used (E17) during the nine months ended September 30, 2010, as compared to using (E5,087) during the nine months ended September 30, 2009, mostly due to the acquisition of Bestewil Holding BV.

Financing activities provided cash of E5,006 for the nine month period ended September 30, 2010, compared to E13,821 in the same period last year, primarily from notes payable and advances from shareholders.

Salaries and related payroll costs represent fees for all of our directors other than our employee directors, gross salaries for three of our executive officers, and payments under consulting contracts with two of our officers. Under Executive Employment Agreements with our CFO, CSO and COO, we pay our salaried executive officers a combined amount of E54 per month, exclusive of our contracts for the consulting services of Mr. Jacques-François Martin, Professor Marc Girard and Mr Christian Rochet who is currently employed by the Company as Senior Advisor to the President.

Mr. Jacques-François Martin is President and Chief Executive Officer of Mymetics Corporation and Mr. Ronald Kempers has joined the Company as Chief Operating Officer. In addition, our Swiss subsidiary, Mymetics S.A., has on its payroll three assistants to our CEO, CFO and CSO, respectively, as well as one employee performing various administrative services on our behalf. Mymetics BV has one full time executive officer (CSO) plus two full-time assistants. As of September 30, 2010, our Luxembourg affiliate had no employees.

The ten member Scientific Advisery Board (SAB) created in 2009, is made up of emminent intellectuals from around the world with expertise related to the Company’s products as follows:-

Chairman of the Scientific Advisory Board — Dr. Stanley Plotkin, Emeritus Professor Wistar Institute, University of Pennsylvania, consultant to Sanofi Pasteur, developed the rubella vaccine in 1960s; worked extensively on the development and application of other vaccines including polio, rabies, varicella, rotavirus and cytomegalovirus as well as


•		Dr. Ronald H. Gray, Johns Hopkins University, Baltimore, USA

•		Dr. Malegapuru William Makgoba, University of KwaZulu-Natal, Durban, South Africa

•		Dr. Souleymane Mboup, Cheikh Anta DIOP University, Dakar, Sénégal

•		Dr. Juliana McElrath, University of Washington, Seattle, USA

•		Dr. Odile Puijalon, Pasteur Institute, Paris, France

•		Dr. Caetano Reis e Sousa, Cancer Research UK, London, UK

Monthly fixed and recurring expenses for “Property leases” of E18 represent the monthly lease and maintenance payments to unaffiliated third parties for our offices, of which E2 is related to the office located at 14, rue de la Colombiere in Nyon (Switzerland) (100 square meters), E12 is related to our executive office located at Route de la Corniche 4, 1066 Epalinges in Switzerland (400 square meters), and E4 related to Bestewil Holding B.V. and its subsidiary Mymetics B.V operating from a similar biotechnology campus near Leiden in the Netherlands, where they occupy 100 square meters.

Included in professional fees are legal fees paid to outside corporate counsel and audit and review fees paid to our independent accountants, and fees paid for investor relations.

Cumulative interest expense of E3,433 has been incurred on all of the Company’s outstanding notes and advances, which has decreased compared to the previous 3 month period due to the conversion of two shareholder loans(see detailed table in note 5).

We intend to continue to incur additional expenditures during the next 12 months for additional research and development of our HIV, Respiratory Syncytial Virus and Herpes Simplex vaccines, while also further developing the R&D of Bestewil. Additional funding requirements during the next 12 months will arise as we continue to develop the pipeline of vaccines and move forward in our clinical trials. We expect that funding for the cost of any clinical trials will be available either from debt or equity financings, donors and/or potential pharmaceutical partners before we commence the human trials.

In the past we have financed our research and development activities primarily through debt and equity financings from various parties.

We anticipate our operations will require approximately E3 million until December 31, 2010. To allow the Company to achieve our business plan, we have engaged Gilford Securities to raise on a best efforts basis through its selling group up to US$60,000,000 through the sale of convertible Series A Preferred Stock which has to be authorized by our shareholders through an amendment to our certificate of incorporation. Under the terms of the letter of engagement with Gilford Securities dated February 4, 2010, we will (i) pay a cash fee of 8% of the purchase price of the Series A Preferred Stock sold by Gilford Securities, not including up to US$15,000,000 that we are allowed to sell to investors which are not introduced by Gilford Securities, (ii) issue placement warrants to Gilford Securities to acquire Series A Preferred Stock in an amount equal to 10% of the number of shares of Series A Preferred Stock sold by Gilford Securities that are exercisable for five years at

additional capital on terms satisfactory to us, or at all, to finance our operations. In the event that we are not able to obtain such additional capital, we would be required to further restrict or even halt our operations.

RECENT FINANCING ACTIVITIES

To date we have generated no material revenues from our business operations. We are unable to predict when or if we will be able to generate revenues from licensing our technology or the amounts expected from such activities. These revenue streams may be generated by us or in conjunction with collaborative partners or third party licensing arrangements, and may include provisions for one-time, lump sum payments in addition to ongoing royalty payments or other revenue sharing arrangements. However, we presently have no commitments for any such payments.

We anticipate using our current funds and those we receive in the future both to meet our working capital needs and for funding the ongoing research costs associated with our gp41 testing. Provided we can obtain sufficient financing resources, we expect to continue phase I clinical trials for our HIV vaccine in 2010. In accordance with our past strategy, we intend to subcontract such work to “best of class” research teams unless institutions such as the US National Institutes of Health (NIH) decide to conduct such trials at their own expense, which they presently do.

In September 2010 we received an official confirmation from the National Institutes of Health (NIH) that will provide a supplemental grant directly to the University of California in Davis, to conduct a newly designed study with our HIV vaccine candidate on non-human primates.

We do not anticipate that our existing capital resources will be sufficient to fund our cash requirements through the next twelve months. We do not have enough cash presently on hand, based upon our current levels of expenditures and anticipated needs during this period, and we will need additional proceeds from additional equity investments such as private placements under Regulation D and Regulation S under the Securities Act of 1933. We are working closely with Gilford Securities, as stated above, to assist us in an effort to generate further equity investments within the next twelve months. The extent and timing of our future capital requirements will depend primarily upon the rate of our progress in the research and development of our technologies, our ability to enter into one or more licensing or partnership agreements with major pharmaceutical companies, and the results of future clinical trials.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

our notes payable have fixed interest rates, as specified on the individual loan notes.

ITEM 4.CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

~~We maintain~~Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2010 that ~~are designed to ensure~~the Company’s disclosure controls and procedures were not effective such that the information required to be disclosed in ~~our~~the Company’s United States Securities and Exchange Commission (the “SEC”) reports ~~under the Exchange Act~~ is recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~SEC rules and forms, and ~~that such information~~ is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. ~~Our management, with~~

Subsequent to filing its Form 10-Q for the ~~participation~~quarter ended September 30, 2010, the Company determined that a reduction in the conversion price of shareholder debt and ~~supervision~~adjustments to the terms of ~~our Chief Executive Officer~~a stock option should have been recorded as expenses, resulting in material adjustments that were required to appropriately account for these changes. As a result, the Company has concluded that there is a weakness regarding the identification, evaluation, and ~~Chief Financial Officer, evaluated~~adoption of applicable accounting guidance in a timely manner. The Company is currently evaluating how to effectively remediate this weakness. In this regard, the ~~effectiveness of our~~Company continues to review its disclosure controls and procedures, ~~as of the end of the period covered by this report and determined that our disclosure controls and procedures were not effective due to the fact that~~including its internal control over financial reporting, and ~~complex transactions are not reviewed by a qualified consultant.~~intends to make changes aimed at enhancing their effectiveness.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes of internal control over financial reporting were made in the nine months ended September 30, 2010. The Company is in the process of evaluating to what extent a qualified consultant should be involved to review and disclose complex transactions.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, do not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all

error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II.OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Neither Mymetics Corporation nor its wholly owned subsidiaries 6543 Luxembourg SA and Mymetics S.A. (formerly Mymetics Management Sàrl), Bestewil BV or Mymetics BV are presently involved in any material litigation incident to our business.

ITEM 1A.RISK FACTORS

Not applicable.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.OTHER INFORMATION

~~None.~~Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

This Form 10-Q/A is being filed to restate the financial statements previously filed on Form 10-Q for the quarter ended September 30, 2010. Refer to “Explanatory Note” preceding the consolidated financial statements in this Form 10-Q/A.

ITEM 6.EXHIBITS


EXHIBIT
NUMBER		DESCRIPTION
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer


	Fair Value Measurements
	Using Significant
	Unobservable Inputs
	(Level 3)
Balance at January 1, 2010	E	1,936
Change in fair value recorded in earnings		825


Balance at September 30, 2010	E	2,761


Dated: ~~November 11, 2010~~March 17, 2011	MYMETICS CORPORATION
	By:	/s/ Jacques-François Martin
		President and Chief Executive Officer



	By:	/s/ Ronald Kempers
		Chief Financial Officer

	•		A payment of up to E2,800 in cash in the event of a license agreement being signed by April 1, 2011 with a third party to access Bestewil intellectual property and know-how in the field of Respiratory Syncytial Virus (“RSV License”);

	•		A payment of up to E3,000 in cash should a third party commence a Phase III clinical trial by April 1, 2013 for Mymetics’ Intranasal Influenza Vaccine licensed from Bestewil;

	•		A payment of 50% of Mymetics’ net royalties received from a Respiratory Syncytial

•		Dr. Morgane Bomsel, Cochin Institute, France

•		Dr. Ruth Ruprecht, Harvard University, Dana Farber Cancer Institute, Boston USA