Edgar Filing: MYMETICS CORP

e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2009


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)		Identification No.)

European Executive Office
Route de la Corniche, 4
1066 Epalinges (Switzerland)
(Address of principal executive offices)

011 41 21 653 45 35

(Registrant’s telephone number, including area code)

14, rue de la Colombiere
1260 Nyon (Switzerland)

(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)

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. Yes þ No o

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). Yes o No o
(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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

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 August 12, 2009
Common Stock, $0.01 par value		195,813,630

ITEM 1. FINANCIAL STATEMENTS

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


	June 30,			December 31,
	2009			2008
ASSETS
Current Assets
Cash	E	252		E	509
Employee receivables		11			8
Receivable other		38			6
Prepaid expenses		32			75

Total current assets		333			598
Property and equipment, net of accumulated depreciation of E57 at June 30, 2009 and E18 at December 31, 2008		286			76
Goodwill and intangible assets		9,531			—

	E	10,150		E	674

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	E	4,821		E	991
Payable to officers and employees		84			—
Taxes and social costs payable		23			25
Current portion of convertible notes payable to related parties		1,558			—

Total current liabilities		6,486			1,016
Convertible notes payable to related parties, less current portion		9,386			8,973
Advance from shareholders		6,643			—
Convertible note payable – other		2,530			—
Contingent acquisition liability		1,450			—

Total liabilities		26,495			9,989
Shareholders’ Equity (Deficit)
Common stock, U.S. $.01 par value; 495,000,000 shares authorized; issued and outstanding 195,813,630 at June 30, 2009 and 195,313,630 at December 31, 2008		1,752			1,742
Common stock issuable; nil shares at June 30, 2009 and 1,000,000 at December 31, 2008		—			7
Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized; none issued or outstanding		—			—
Additional paid-in capital		20,819			20,155
Deficit accumulated during the development stage		(39,558	)		(31,904	)
Accumulated other comprehensive income		642			685

		(16,345	)		(9,315	)

	E	10,150		E	674

The accompanying notes are an integral part of these financial statements.

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 SIX			FOR THE SIX			TOTAL ACCUMULATED
	MONTHS ENDED			MONTHS ENDED			DURING THE
	JUNE 30, 2009			JUNE 30, 2008			DEVELOPMENT STAGE
Revenue
Sales	E	61		E	—		E	285
Interest		—			—			34
Gain on extinguishment of debt		—			—			774
Government grants		13			—			78

		74			—			1,171


Expenses
Research and development		4,530			1,077			18,832
General and administrative		2,164			1,481			16,925
Bank fee		—			—			935
Interest		995			209			2,947
Goodwill impairment		—			—			209
Depreciation and amortization		39			—			569
Directors’ fees		—			—			274
Other		—			—			10

		7,728			2,767			40,701


Loss before income tax provision		(7,654	)		(2,767	)		(39,530	)
Income tax provision		—			(5	)		(28	)

Net loss		(7,654	)		(2,772	)		(39,558	)

Other comprehensive income
Foreign currency translation adjustment		(43	)		7			642

Comprehensive loss	E	(7,697	)	E	(2,765	)	E	(38,916	)


Basic and diluted loss per share	E	(0.04	)	E	(0.01	)

The accompanying notes are an integral part of these financial statements.

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
	MONTHS ENDED			MONTHS ENDED
	JUNE 30, 2009			JUNE 30, 2008
Revenue
Sales	E	61		E	—
Government grants		13			—

		74			—


Expenses
Research and development		1,728			720
General and administrative		1,180			748
Interest		768			156
Depreciation and amortization		21			—

		3,697			1,624


Loss before income tax provision		(3,623	)		(1,624	)
Income tax provision		7			(3	)


Net loss		(3,616	)		(1,627	)
Other comprehensive income
Foreign currency translation adjustment		5			5

Comprehensive loss	E	(3,611	)	E	(1,622	)


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

The accompanying notes are an integral part of these financial statements.

MYMETICS CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)(UNAUDITED)
For the Period from May 2, 1990 (Inception) to June 30, 2009
(In Thousands of Euros)


												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
Balance at May 2, 1990
Shares issued for cash	June 1990		33,311,361	E	119	E	—		E	—		E	—	E	119
Net losses to December 31, 1999			—		—		—			(376	)		—		(376	)
Balance at December 31, 1999			33,311,361		119		—			(376	)		—		(257	)

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

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

Balance at December 31, 2001			49,261,962		562		3,569			(3,538	)		100		693
Exercise of stock options	March 2002		10,000		—		8			—			—		8

Issuance of stock purchase warrants for bank fee	June 2002		—		—		63			—			—		63
Exercise of stock purchase warrants in repayment of debt	July 2002		1,625,567		16		396			—			—		412


													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 remaining shares from 2001 business combination	August 2002		46,976			1		(1	)		—			—		—
Net loss for the year			—			—		—			(3,622	)		—		(3,622	)
Translation adjustment			—			—		—			—			97		97

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

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		E	720	E	5,522		E	(12,148	)	E	841	E	(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


											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 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
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


											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 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	)


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


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


											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	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
Net loss for the year			—		—		—		(6,938	)		—			(6,938	)
Translation adjustment			—		—		—		—			13			13

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


Issuance of shares for services	March 2009		250,000		2		36		—			—			38
Net loss for the period			—		—		—		(4,038	)		—			(4,038	)
Translation adjustment			—		—		—		—			(48	)		(48	)

Balance at March 31, 2009			195,563,630	E	1,751	E	20,191	E	(35,942	)	E	637		E	(13,363	)


Issuance of stock options for acquisition	April 2009		—		—		601		—			—			601
Issuance of shares for services	May 2009		250,000		1		27		—			—			28
Net loss for the period			—		—		—		(3,616	)		—			(3,616	)
Translation adjustment			—		—		—		—			5			5

Balance at June 30, 2009			195,813,630	E	1,752	E	20,819	E	(39,558	)	E	642		E	(16,345	)

The accompanying notes are an integral part of these financial statements.

PART I. FINANCIAL INFORMATION

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


	FOR THE SIX			FOR THE SIX			TOTAL ACCUMULATED
	MONTHS ENDED			MONTHS ENDED			DURING THE
	JUNE 30, 2009			JUNE 30, 2008			DEVELOPMENT STAGE
Cash flow from operating activities
Net Loss	E	(7,654	)	E	(2,772	)	E	(39,558	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		39			—			569
Goodwill impairment		—			—			209
Fees paid in warrants		—			—			223
Gain on extinguishment of debt		—			—			(774	)
Services and fee paid in common stock		66			258			5,201
Amortization of debt discount		—			—			210
Changes in current assets and liabilities, net of effects from reverse purchase
Decrease(increase) in receivables		(3	)		2			21
Increase(decrease) in accounts payable		3,739			(1,851	)		5,486
Increase (decrease)in taxes and social costs payable		(2	)		7			23
Other		50			207			13


Net cash used in operating activities		(3,765	)		(4,149	)		(28,377	)


Cash flows from investing activities
Patents and other		—			—			(393	)
Purchase of property and equipment		(151	)		—			(234	)
Acquisition of subsidiary, net of cash acquired of E58		(4,942	)		—			(4,942	)
Short-term investments		—			60			—
Cash acquired in reverse purchase		—			—			13


Net cash provided by (used in) investing activities		(5,093	)		60			(5,556	)


Cash flows from financing activities
Proceeds from issuance of common stock		—			333			11,630
Borrowing from shareholders		—			—			972
Increase in notes payable and other short-term advances		8,644			5,209			22,561
Decrease in notes payable and other short-term advances		—			—			(1,490	)
Loan fees		—			—			(130	)

Net cash provided by financing activities		8,644			5,542			33,543


Effect on foreign exchange rate on cash		(43	)		7			642


Net change in cash		(257	)		1,460			252

Cash, beginning of period		509			159			—


Cash, end of period	E	252		E	1,619		E	252

The accompanying notes are an integral part of these financial statements.

MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
(UNAUDITED)

Note 1. The Company and Summary of Significant Accounting Policies

Basis of Presentation

The amounts in the notes are 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, 2008.

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 three-month period ending June 30, 2009 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 Pharmaceutical, and (iii) Resporatory Syncytial Virus (RSV)which is at the pre-clinical stage and is being developed in collaboration with MedImmune (Astra-Zeneca). The Company has established a network of companies 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 June 30, 2009, 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 E39,558 at June 30, 2009. 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. Interest paid was Nil and E209 for the three months ended June 30, 2009 and 2008, respectively. Interest paid was Nil and E209 for the six months ended June 30, 2009 and 2008, 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.

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.

Earnings per Share

Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding in the period. The weighted average number of shares was 195,659,784 and 190,551,542 for the three months ended June 30, 2009 and 2008, respectively. The weighted average number of shares was 195,513,906 and 189,730,663 for the six months ended June 30, 2009 and 2008, respectively. Diluted earnings per share takes into consideration common shares outstanding (computed under basic earnings per share) and potentially dilutive securities. Options 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 shares are issued or outstanding at June 30 2009.

Stock-Based Compensation

The Company amortizes stock compensation cost ratably over the requisite service period.

There were no options issued in the three or six months ended June 30, 2008.
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 services are rendered. In the three and six months ended June 30, 2009, 250,000 and 500,000 shares were issued to an individual as part of a consultancy agreement. A further 250,000 shares are to be issued in the forthcoming three months under the terms of the same agreement.

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 Values of Financial Instruments

The Company generally has the following financial instruments: cash, employee receivables, other receivables, accounts payable, taxes and social costs payable, convertible notes payable and advances from shareholders. The carrying value of cash, employee receivables, other receivables, accounts payable, taxes and social costs payable approximate their fair value based on the short-term nature of these financial instruments. Due to the unique nature of the convertible notes payable and advances from shareholders, 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 became a member of the Board of Directors on January 1, 2008. The Company incurred professional fees to the counsel’s law firm during the three and six months ended June 30, 2009, totaling E22 and E69, respectively, of which E63 is payable at June 30, 2009. The Company incurred professional fees to the counsel’s law firm during the three and six months ended June 30, 2008, totaling E16 and E73, respectively.

Commitments

A milestone payment of E2,000 is to be made to Pevion Biotec by July 10^th as a result of receiving the phase 1b interim report in accordance with the Acquisition and License Agreement for Malaria vaccine technology signed between Mymetics and Pevion on 18^th April 2008. This amount is included in the accounts payable at June 30, 2009 and has subsequently been paid as required.

New Accounting Pronouncements

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

Subsequent Events

The Company’s Board of Directors elected Jacques-François Martin to be a member of the Board to fill a vacancy on the Board. In addition, the Board elected Mr. Martin to be Chairman of the Board. Mr. Martin became a member of the Mymetics Board effective June 23, 2009 and Christian Rochet resigned as President and CEO of Mymetics effective July 1, 2009, as disclosed on the form 8-K filed with the Securities Exchange Commission on June 23, 2009.

The Company’s Swiss subsidiary MYMETICS MANAGEMENT Sàrl was founded in 2007 to facilitate the conduct of business in Switzerland. This includes managing staff retirement and social security contributions, leasing Swiss premises and other such local tasks which a U.S. registered company cannot easily conduct without significant legal and organizational costs. On July 9, 2009 the company status was changed from Société à Responsabilité Limitée (Sàrl), which is used for small companies to Société Anonyme (S.A.) a designation associated with companies of a larger capital base. The name was also changed from MYMETICS MANAGEMENT Sàrl to MYMETICS S.A. and its by-laws changed to facilitate direct research, as may be required for Swiss and European grant funding which may not be available to a U.S. legal entity.

Subsequent events have been considered through August 19, 2009, the date of this filing.

Note 2. Acquisition of Bestewil

On April 1, 2009 Mymetics and Norwood Immunology Limited (“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 the lower of (i) $0.80 or (ii) the issue price of the

shares of common stock that the Company intends to issue after the closing date for the purpose of raising the necessary funds to repay the bridge loan that the Company expects to issue to pay the Cash Consideration (the “Conversion Price”) and secured by the Company’s pledge of 1/3rd of the Bestewil Shares. 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. 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 its shares of common stock, NIL had the right, at its election, to purchase those shares in place of shares of Mymetics common stock. However, the conversion price on the option and convertible debt is set at $0.80 since the Company did not issue stock subsequently at a lower price.

Further contingent consideration to be paid under the Share Purchase Agreement includes:

	•		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 RSV License, payable in cash; and

	•		A payment in cash of 25% of any net amounts received by Mymetics from a third party herpes simplex virus 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.

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

The acquisition of Bestewil has been recorded as a business combination. In a business combination, 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 preliminary estimate of the fair value of the purchase consideration for the Bestewil acquisition is determined as follows:


	Amount
Cash paid to security holders	€	5,000
Estimated fair value of convertible note payable issued		2,500
Estimated fair value of equity options issued		601
Estimated fair value of contingent consideration		1,450

Total purchase consideration	€	9,551

The estimate of the fair value of the purchase consideration represents a preliminary estimate of the consideration issued for the acquisition of Bestewil. As the Company finalizes their fair value estimates of the purchase price consideration, the final fair values may be materially different. The estimated fair value of equity options issued has been revised to E601 from management’s initial estimate at the acquisition date.

The following table presents the amounts assigned to the assets acquired and liabilities assumed based on their estimated fair values at March 31, 2009:


	Purchase Price
	Allocation
Assets:
Current assets	€	90
Goodwill and intangible assets		9,531
Property and equipment		98
Other non-current assets		7

Total assets		9,726

Liabilities:
Current liabilities		175

Total liabilities	€	175


Total purchase consideration	€	9,551

The above allocation is preliminary and will be finalized when management determines the value of acquired intangible assets.

The amounts of revenue and net loss of Bestewil since the acquisition date included in the consolidated income statement for the six months ended June 30, 2009 are E74 and E65, respectively. The amounts of revenue and net loss for the Company for the three and six months ended June 30,2009 as though the acquisition took place as of January 1,2008 are as follows:


	SIX MONTHS ENDED			THREE MONTHS ENDED
	JUNE 30, 2009			JUNE 30, 2009
Revenue	E	157		E	74
Net loss	E	(7,667	)	E	(3,616	)

The results above would not change had the acquisition taken place as of January 1, 2009. The amounts of revenue and net loss for the Company for the three and six months ended June 30, 2008 as though the acquisition took place as of January 1, 2008 are not practicable to determine due to lack of data for these periods.

Note 3. 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 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.

On April 3, 2009, Mymetics entered into secured, non-convertible loan agreements for a total of E5,000 with two of its principal shareholders. The loans were bridge financing for the purchase of Bestewil and Virosome Biologicals B.V. secured against an agreed proportion of equity in those organizations. The maturity and repayment terms for these loans are under re-negotiation as discussed below.

In addition to purchasing shares, two of the Company’s principal shareholders have granted the Company unsecured convertible loans, which have a total carrying value of E10,944 including interest due to date, and secured convertible loans, which have a total carrying value of E1,155 including interest due to date. The Company is currently in the process of renegotiating its financial arrangements with its major shareholders, the exact details have been finalized and are awaiting signature at the time of filing, the principals of agreement between the parties are that the E5,000 plus interest of E488 from the bridge loan used to acquire Bestewil Holding/Virosome Biological plus additional funding to be received will be secured against a proportion of the companies intellectual property with payment terms converted to align with existing longer term financing, which currently matures in July 2010, the principal bears an interest rate of 10% and the whole amount will have a conversion price of $0.80 per share.

Management has been given further reason to believe that the majority of these loans will either be extended until the Company’s revenue stream allows them to be paid in full or converted into stock without taking control of the Company. The Company expects to continue to rely on its existing high net worth shareholders until at least the end of 2009, these shareholders have indicated their continued support by advancing E1,150 in June and E2,000 in early July to meet specific operational requirements. A collaboration is on going 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.

The details of the notes are:

Principal

Issue

Duration

Interest

Conversion

Lender

Amount

Date

(Note)

Rate

Price

Round Enterprises Ltd.

1,500

02/09/2009

)

10% pa

US$

0.50

Total Principal Amount

1,500

Accrued Interest

Total current portion of Convertible Note

1,558

Eardley Holding A.G. (1)

135

06/23/2006

)

10% pa

US$

0.10

Anglo Irish Bank S.A. (2)

500

10/21/2007

)

10% pa

US$

0.50

Round Enterprises Ltd.

1,500

12/10/2007

)

10% pa

US$

0.50

Round Enterprises Ltd.

1,500

01/22/2008

)

10% pa

US$

0.50

Round Enterprises Ltd.

2,000

04/25/2007

)

10% pa

US$

0.50

Round Enterprises Ltd.

1,500

06/30/2008

)

10% pa

US$

0.50

Round Enterprises Ltd.

1,200

11/18/2008

)

10% pa

US$

0.50

Total Principal Amounts

8,335

Accrued Interest

1,051

Total Convertible Notes

9,386

Principal

Issue

Duration

Interest

Conversion

Lender

Amount

Date

(Note)

Rate

Price

Round Enterprises Ltd.

4,000

04/03/2009

)

40% pa

US$

0.80

Eardley Holding A.G. (1)

1,000

04/03/2009

)

40% pa

US$

0.80

Round Enterprises Ltd.

1,150

06/16/2009

)

10% pa

US$

0.80

Total Principal Amounts

6,150

Accrued Interest

493

Total Advance from shareholders

6,643

Norwood Immunology Ltd.

2,500

04/03/2009

)

5% pa

US$

0.80

Total Principal Amount

2,500

Accrued Interest

Total Convertible Note — Other

2,530


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

(2)		Acting on behalf of Round Enterprises Ltd. which is controlled by a major shareholder.

(3)		The earlier of (i) 90 days after the Company receives its first cash payment from a major pharmaceutical strategic partner or (ii) upon an event of default

(4)		The earlier of (i) July 31, 2010 or (ii) upon an event of default

(5)		The original repayment date was set for July 1,2009, this is being renegotiated to be repaid including interest at the time when Mymetics has sufficient revenues.

(6)		The original bridge loan had a repayment date set for July 1,2009, with an interest rate of 40% pa this has been renegotiated to an interest rate of 10% pa with repayment to be the earlier of (i) July 31, 2010 or (ii) upon an event of default. The loan is secured against IP assets and convertible for shares.

(7)		Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company 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. See Note 2.

(8)		The earlier of (i) July 31, 2010 or (ii) upon an event of default. The loan is secured against IP assets and convertible for shares.


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 June 30, 2009 and 2008 should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2008 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, 2008 and, to the extent included therein, our quarterly reports on Form 10-Q filed during fiscal year 2008.

SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Revenue was E74 for the six months ended June 30, 2009, of which E61 and E13 relate to licensing agreements and grants respectively, and nil for the six months ended June 30, 2008. This revenue has been incurred by the acquired Company “Bestewil Holding/Virosome Biological”.

Costs and expenses increased to E 7,728 for the six months ended June 30, 2009 from E2,767 (179.3%) for the six months ended June 30, 2008. Research and development expenses increased to E4,530 in the current period from E1,077 (320.6%) in the comparative period of 2008 as a result of increased activity in the development of new antigens and the preparation for phase I trials for HIV together with the ongoing phase Ib trials for malaria. General and administrative expenses increased to E2,164 in the six months ended June 30, 2009 from E1,481 in the comparative period of 2008 (46.1%) due to accounting and compliance costs in relation to the Bestewil acquisition incurred during the six months ended June 30, 2009.

The Company reported a net loss of E7,654, or E0.04 per share, for the six months ended June 30, 2009, compared to a net loss of E2,772, or E0.01 per share, for the six months ended June 30, 2008.

THREE MONTHS ENDED JUNE 30, 2009 AND 2008

Revenue was E74 for the three months ended June 30, 2009, of which E61 and E13 relate to licensing agreements and grants respectively, and nil for the three months ended June 30, 2008. This revenue has been incurred by the acquired Company “Bestewil Holding/Virosome Biological”.

Costs and expenses increased to E3,697 for the three months ended June 30, 2009 from E1,624 (127.6%) for the three months ended June 30, 2008. Research and development expenses increased to E1,728 in the current period from E720 (140.0%) in the comparative period of 2008, due to increased activity associated with HIV phase I trials. General and administrative expenses increased to E1,180 in the three months ended June 30, 2009 from E748 in the comparative period of 2008 (57.8%) mostly due to further costs in relation to the Bestewil acquisition incurred during the three months ended June 30, 2009.

The Company reported a net loss of E3,616, or E0.02 per share, for the three months ended June 30, 2009, compared to a net loss of E1,622, or E0.01 per share, for the three months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

We had cash of E252 at June 30, 2009 compared to E509 at December 31, 2008.

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 June 30, 2009, we had an accumulated deficit of approximately E40 million, and we incurred losses of E7,654 in the six-month period ending on that date. These losses are principally associated with the research and development of our HIV vaccine technologies and our new malaria vaccine project. We expect to continue to incur expenses in the future for research, development and activities related to the future licensing of our technologies.

Accounts payable of E4,821 at June 30, 2009, does not include E84 due to our officers as unpaid salaries, fees and out-of-pocket expenses.

Net cash used in operating activities was (E3,765) for the six-month period ended June 30, 2009, compared to (E4,149) for the period ended June 30, 2008.

Investing activities used E5,093 during the six months ended June 30, 2009, mostly for the acquisition of Bestewil, as compared to providing E60 during the six months ended June 30, 2008, from the sale of short term investments.

Financing activities provided cash of E8,644 for the six-month period ended June 30, 2009, primarily from notes payable and advances from shareholders, compared to E5,542 in the same period last year.

There were no proceeds from issuance of common stock during the six-month period ended June 30, 2009 compared to E333 in the same period in 2008.

Salaries and related payroll costs represent fees for all of our directors other than our employee directors, gross salaries for two of our executive officers, and payments under consulting contracts with two of our officers. Under Executive Employment Agreements with our CEO, CFO and CSO, we pay our salaried executive officers a combined amount of E54 per month.

Since January 15, 2004, we have made payments of E12 per quarter for Professor Marc Girard’s services pursuant to a consulting agreement dated June 10, 2004. Professor Girard resigned from his position as Head of Vaccine Development for the Company for reasons of health but will continue as a consultant to the Company. We owed Professor Girard E12 at June 30, 2009.

Monthly fixed and recurring expenses for “Property leases” of E11 represent the monthly lease and maintenance payments to unaffiliated third parties for our offices located at 14, rue de la Colombiere in Nyon (Switzerland) (100 square meters), which can be cancelled on six months notice, and on our executive office located at Route de la Corniche 4, 1066 Epalinges which occupies 300 square meters in a new office facility on a campus recently established near Lausanne by the local state government to attract promising biotech companies. These facilities will be enhanced in 2010 with new laboratory facilities.

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

Interest expense of E995 refers to interest incurred on all of Company’s notes and advances(see detailed table in note 3).

As of June 30, 2009, we had three full-time salaried executives, exclusive of our contracts for the consulting services of Professor Girard. In addition, our Swiss subsidiary, Mymetics Management Sàrl, has on its payroll three assistants to our CEO, CFO and CSO, respectively, as well as two part-time and two full time employees performing various administrative services on our behalf as well as Dream Vaccines Foundation, to which such services are invoiced on a cost basis. Mymetics BV had one full time executive officer (CSO) and one part time assistant.

We intend to continue to incur additional expenditures during the next 12 months for additional research and development of our HIV and malaria vaccines. 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 E5 million until December 31, 2009. We will seek to raise the required capital from equity or debt financings, donors and/or potential partnerships with major international pharmaceutical and biotechnology firms. However, there can be no assurance that we will be able to raise 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 in 2009. 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) or the French CEA decide to conduct such trials at their own expense, which they presently do.

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 two private banking organizations 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.


ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in interest rates which could affect our financial condition and results of operations. We have not entered into derivative contracts for our own account to hedge against such risk.

INTEREST RATE RISK

Fluctuations in interest rates may affect the fair value of financial instruments. An increase in market interest rates may increase interest payments and a decrease in market interest rates may decrease interest payments of such financial instruments. We have no debt obligations which are sensitive to interest rate fluctuations as all 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 disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation and supervision of our Chief Executive Officer and Chief Financial Officer, evaluated the

effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and determined that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

No changes of internal control over financial reporting were made in the three months ended June 30, 2009.

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 of 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 Management Sàrl, Bestewil BV or Mymetics BV are presently involved in any litigation incident to our business.

MYMETICS S.A.(defunct)

On February 7, 2006, the Tribunal de Commerce in Lyon, France placed our French subsidiary Mymetics S.A., under receivership (“Redressement Judiciaire”) as a result of an ongoing dispute between Mymetics Corporation and a former officer and director. The company was subsequently dissolved under the control of the French court appointed judicial administrator.

Under the order of the French court, Mymetics S.A. sold its patents to Lomastar Technologies Sàrl, a Swiss company incorporated in Nyon, for E80 in order to pay its creditors and the administration costs of the case. We do not believe that the sale of the patents is significant to us since they expire in 2017 and 2018, the dates we first expect to be selling the vaccine. To protect the value of our intellectual property, however, we are negotiating an exclusive worldwide perpetual license with Lomastar Technologies with respect to these patents.

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.

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

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.


Dated: August 19, 2009	MYMETICS CORPORATION

	By:	/s/ Jacques-François Martin
		President and Chief Executive Officer

	By:	/s/ Ernst Luebke
		Chief Financial Officer