SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report:
April 15, 2005
MYMETICS CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-25132 25-1741849
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(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
14, Rue de la Colombiere
CH-1260 Nyon (Switzerland)
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(Address of principal executive offices) (Zip Code)
011-41-22-363-13-10
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(Registrant's telephone number)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On April 9, 2005, on management's recommendation, Mymetics Corporation (the
"Company"), in consultation with Peterson Sullivan PLLC, the Company's
independent auditors, concluded that the Company's financial statements for 2001
and the interim periods contained therein no longer should be relied upon.
Additionally, Peterson Sullivan PLLC has notified the Company that the
previously issued audit opinion on these financial statements, which is dated
March 8, 2002 should not be relied upon and is immediately withdrawn. The
Company evaluated the application of certain accounting estimates that resulted
in an error in the Company's financial statements as addressed in Accounting
Principles Board Opinion No. 20. Management's conclusion regarding reliance upon
these previously issued financial statements was also discussed with and
confirmed by the Audit Committee of the Board of Directors of the Company.
The error in such previously issued financial statements relates to the
accounting for warrants issued in 2001 in connection with a credit facility.
The Company will not file with the Securities and Exchange Commission an amended
Form 10-K for 2001 and amended Forms 10-Q for the interim periods contained
therein because the Company has included all applicable changes in its Form 10-K
for the year ended December 31, 2004, which has been filed now that the
Company's analysis is completed.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: /s/ Ernest Luebke
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Ernest Luebke
Chief Financial Officer
MYMETICS CORPORATION
Date: April 15, 2005