FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   (Mark One)

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

                For the fiscal year ended September 30, 2010.

                                       OR

(  )   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 1-11889

                               CEL-SCI CORPORATION
                           -------------------------
             (Exact name of registrant as specified in its charter)

          COLORADO                                   84-0916344
  -----------------------------            ------------------------------------
 (State or other jurisdiction             (I.R.S. Employer Identification No.)
  of incorporation or organization)

           8229 Boone Blvd., Suite 802
                 Vienna, Virginia                             22182
          --------------------------------                -----------
      (Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (703) 506-9460 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports 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 [X]   No [ ]

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 (ss.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 [ ]   No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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.

Large accelerated filer  [ ]                    Accelerated filer          [X]

Non-accelerated filer    [ ]                    Smaller reporting company  [ ]
(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):  [  ] Yes   [X] No

The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the common stock on March 31,
2010, as quoted on the NYSE Amex, was $128,872,039.

As of November 30, 2010, the Registrant had 205,098,121 issued and outstanding
shares of common stock.

Documents Incorporated by Reference:   None


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                                     PART I

ITEM 1.  BUSINESS

      CEL-SCI Corporation (CEL-SCI) was formed as a Colorado corporation in
1983. CEL-SCI's principal office is located at 8229 Boone Boulevard, Suite 802,
Vienna, VA 22182. CEL-SCI's telephone number is 703-506-9460 and its web site is
www.cel-sci.com. CEL-SCI makes its electronic filings with the Securities and
Exchange Commission (SEC), including its annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to these
reports available on its website free of charge as soon as practicable after
they are filed or furnished to the SEC.

OVERVIEW

CEL-SCI's business consists of the following:

       1)  Multikine(R) cancer therapy;
       2)  New "cold fill" manufacturing service to the pharmaceutical industry;
           and
       3)  LEAPS technology, with two products, H1N1 swine flu treatment for
           H1N1 hospitalized patients and CEL-2000, a rheumatoid arthritis
           treatment vaccine.

MULTIKINE

      CEL-SCI's lead product, Multikine, is being developed for the treatment of
cancer. It is the first of a new class of cancer immunotherapy drugs called
Combination Immunotherapy because it combines active and passive immunity in one
product. It simulates the activities of a healthy person's immune system, which
battles cancer every day. Multikine is multi-targeted; it is the only cancer
immunotherapy that both kills cancer cells in a targeted fashion and activates
the general immune system to destroy the cancer. CEL-SCI believes Multikine is
the first immunotherapeutic agent being developed as a first-line standard of
care treatment for cancer and it is cleared for a global Phase III clinical
trial in advanced primary (previously untreated) head and neck cancer patients.

      Multikine is a new type of immunotherapy in that it is a combination
immunotherapy, incorporating both active and passive immune activity. A
combination immunotherapy most closely resembles the workings of the natural
immune system in the sense that it works on multiple fronts in the battle
against cancer. A combination immunotherapy causes a direct and targeted killing
of the tumor cells and activates the immune system to produce a more robust and
sustainable anti-tumor response.

     Multikine is designed to target the tumor  micro-metastases that are mostly
responsible for treatment failure.  The basic concept is to add Multikine to the
current cancer  treatments with the goal of making the overall cancer  treatment
more successful.  Phase II data indicated that Multikine treatment resulted in a
substantial  increase  in the  survival  of  patients.  The lead  indication  is


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advanced  primary  (previously  untreated) head & neck cancer (about 600,000 new
cases  per  annum).  Since  Multikine  is not  tumor  specific,  it may  also be
applicable in many other solid tumors.

       The following results were seen in CEL-SCI's last Phase II study
conducted with Multikine. This study used the same treatment protocol as will be
used in CEL-SCI's Phase III study:

     o    33% improvement in median overall survival: In the last Phase II study
          a 33% improvement in median overall survival, at a median of 3.5 years
          post  surgery,  was seen in patients  with  locally  advanced  disease
          treated with Multikine as first-line  therapy (absolute  survival rate
          63%) as compared to the 3.5 year median overall  survival rates of the
          same cancer patient population determined from a review of 55 clinical
          trials  reported  in the  scientific  literature  that were  conducted
          between 1987 and 2007. CEL-SCI's Phase III clinical trial will need to
          demonstrate a 10% improvement in overall  survival for Multikine to be
          successful.

     o    Average of 50%  reduction  in tumor  cells:  The three week  Multikine
          treatment  regimen used in the last Phase II study killed, on average,
          approximately  half of the cancer  cells  before the start of standard
          therapy such as surgery,  radiation and chemotherapy (as determined by
          histopathology).

     o    12% complete  response:  In 12% of patients  the tumor was  completely
          eliminated  after  only a three  week  treatment  with  Multikine  (as
          determined by histopathology).

      In January 2007, the US Food and Drug Administration (FDA) concurred with
the initiation of a global Phase III clinical trial in head and neck cancer
patients using Multikine. The Canadian regulatory agency, the Biologics and
Genetic Therapies Directorate, had previously concurred with the initiation of a
global Phase III clinical trial in head and neck cancer patients using
Multikine.

      The protocol is designed to develop conclusive evidence of the efficacy of
Multikine in the treatment of advanced primary (previously untreated) squamous
cell carcinoma of the oral cavity (head and neck cancer). A successful outcome
from this trial should enable CEL-SCI to apply for a Biologics License to market
Multikine for the treatment of this patient population.

      The trial will test the hypothesis that Multikine treatment administered
prior to the current standard therapy for head and neck cancer patients
(surgical resection of the tumor and involved lymph nodes followed by
radiotherapy or radiotherapy and concurrent chemotherapy) will extend the
overall survival, enhance the local/regional control of the disease and reduce
the rate of disease progression in patients with advanced oral squamous cell
carcinoma.

      However, before starting the Phase III trial, CEL-SCI needed to build a
dedicated manufacturing facility to produce Multikine. CEL-SCI estimates the
cost of the Phase III trial, with the exception of the parts that will be paid
by its licensees, Teva Pharmaceuticals and Orient Europharma, to be
approximately $25 - $26 million. Since CEL-SCI has obtained substantial
financing, CEL-SCI is moving forward rapidly to launch its global Phase III
clinical trial.


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      CEL-SCI, together with its development partners Teva Pharmaceutical
Industries and Orient Europharma, has plans to run the study in about 48 medical
centers in 9 countries.

      Multikine is the first immunotherapeutic agent being developed as a
first-line treatment for cancer. It is administered prior to any other cancer
therapy because that is the period when the anti-tumor immune response can still
be fully activated. Once the patient has had surgery or has received radiation
and/or chemotherapy, the immune system is severely weakened and is less able to
mount an effective anti-tumor immune response. To date, other immunotherapies
have been administered later in cancer therapy (i.e., after radiation,
chemotherapy, surgery).

Clinical trials in over 200 patients have been completed with Multikine with the
following results:

       1.  It has been demonstrated to be safe and non-toxic.

       2.  It has been shown to render cancer cells much more susceptible to
           radiation therapy (The Laryngoscope, December 2003, Vol.113 Issue
           12).

       3.  A publication in the Journal of Clinical Oncology (Timar et al, JCO,
           23(15): May 2005), revealed the following:

          (i)   Multikine induced anti-tumor immune responses through the
                combined activity of the different cytokines present in
                Multikine following local administration of Multikine for only
                three weeks.

          (ii)  The combination of the different cytokines caused the induction,
                recruitment into the tumor bed, and proliferation of anti-tumor
                T-cells and other anti-tumor inflammatory cells, leading to a
                massive anti-tumor immune response.

          (iii) Multikine induced a reversal of the CD4/CD8 ratio in the tumor
                infiltrating cells, leading to a marked increase of CD4 T-cells
                in the tumor, which resulted in the prolongation of the
                anti-tumor immune response and tumor cell destruction.

          (iv)  The anti-tumor immune-mediated processes continued long after
                the cessation of Multikine administration.

          (v)   A three-week Multikine treatment of patients with advanced
                primary oral squamous cell carcinoma resulted in an overall
                response rate of 42% prior to standard therapy, with 12% of the
                patients having a complete response.

          (vi)  A histopathology study showed that the tumor load in Multikine
                treated patients was reduced by nearly 50% as compared to tumors
                from control patients in the same pathology study.

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          (vii) The tumors of all of the patients in this Phase II trial who
                responded to Multikine treatment were devoid of the cell surface
                marker for HLA Class II. This finding, if confirmed in this
                global Phase III clinical trial, may lead to the establishment
                of a marker for selecting the patient population best suited for
                treatment with Multikine.

          (viii) In a Phase II study, using the same drug regimen as will be
                used in the Phase III study, the addition of Multikine as
                first-line treatment prior to the standard of care treatment
                resulted in a 33% improvement in the median overall survival at
                3 1/2 years post-surgery, when compared to the results of 55
                OSCC clinical trials published in the scientific literature
                between 1987 and 2007.

      Multikine works in a comprehensive way to marshal an effective killing of
the tumor:

     1.  Multikine attacks multiple antigens on the cancer cells.

     2.  Multikine directly kills cancer cells:

     o    The various cytokines  present in Multikine,  such as TNF, IL-1, along
          with other cytokines, are responsible for this activity.

     3.  Multikine   signals  the  immune  system  to  mount  an  effective  and
         sustainable anti-tumor immune response:

     o    Multikine  changes  the type of cells that  infiltrate  and attack the
          tumor  from the  `usual'  CD-8 cells to CD-4  cells.  These CD-4 cells
          bring about a more robust anti-tumor response.

          -    This is  extremely  important  because  the tumor is able to shut
               down the infiltrating  CD-8 cells, but is unable to shut down the
               CD-4 cell  attack.  In  addition,  CD-4 cells  help break  "tumor
               tolerance,"  thereby  allowing  the immune  system to  recognize,
               attack,  and  destroy  the  tumor.  The normal  immune  system is
               `blind' to tumor cells  because the tumor cells are derived  from
               the body's own cells,  and thus the body `thinks' of the tumor as
               `self', a phenomenon also known as `tumor tolerance'.

     4.   Multikine renders the  remaining  cancer cells  potentially  much more
          susceptible  to  radiation  and  chemotherapy  treatment,  thereby
          making these treatments much more effective.

     Multikine is currently being developed as an adjunct  (additive) therapy to
the existing  treatment of previously  untreated  head and neck cancer  patients
with the goal of killing  cancer cells and  activating the general immune system
to destroy the cancer.  CEL-SCI scientists believe that patients with previously
untreated  disease would most likely  benefit more from  Multikine  treatment as


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their immune systems are still capable of proper immune response.  Head and neck
cancer  represents a clear unmet medical need. The  recurrence  rate is high and
about one out of every two  patients  die within  three  years.  Currently  used
therapies  (surgery followed by radiation,  chemotherapy or  radio-chemotherapy)
fail to  completely  arrest the disease  because  they are unable to  completely
remove or kill all of the cancer cells.  The persistence of these residual cells
is responsible for the cancer's recurrence or metastasis.  Multikine is injected
five times a week for three weeks around the tumor  (peri-tumorally)  as well as
in the  vicinity  of the local  lymph  nodes  (peri-lymphatically)  prior to the
patient's  tumor being removed  surgically  and the patient  receiving any other
therapy  because  these are the areas in which most of the cancer will recur and
from which metastases will develop.  Multikine  unleashes and then harnesses and
enhances the immune system's ability to target and kill those tumor cells before
they can cause  recurrence or  metastasize.  Since  Multikine may be potentially
useful in treating many tumor types,  it is expected  that multiple  indications
will be pursued over time since it is the same principle for different cancers.

      Proof of efficacy for anti-cancer drugs is a lengthy and complex process.
At this stage of clinical investigation, it remains to be proven that Multikine
will be effective against any form of cancer. Even if some form of Multikine is
found to be effective in the treatment of cancer, commercial use of Multikine
may be several years away due to extensive safety and effectiveness tests that
would be necessary before required government approvals are obtained. It should
be noted that other companies and research teams are actively involved in
developing treatments and/or cures for cancer, and accordingly, there can be no
assurance that CEL-SCI's research efforts, even if successful from a medical
standpoint, can be completed before those of its competitors.

Development, Supply and Distribution Agreements

      CEL-SCI has a development, supply and distribution agreement with Orient
Europharma of Taiwan. The agreement gave Orient Europharma the exclusive
marketing rights to Multikine for all cancer indications in Taiwan, Singapore,
Hong Kong and Malaysia. On November 3, 2008, CEL-SCI expanded its exclusive
licensing agreement for Multikine with Orient Europharma. The new agreement
extends the Multikine collaboration to also cover South Korea, the Philippines,
Australia and New Zealand. As part of this new agreement, Orient Europharma
invested an additional $500,000 in CEL-SCI. The agreement provides for Orient
Europharma to fund the clinical trials needed to obtain marketing approvals in
these countries for head and neck cancer, naso-pharyngeal cancer and potentially
cervical cancer, which are very prevalent in Far East Asia. CEL-SCI may use the
clinical data generated in these trials to support applications for marketing
approvals for Multikine in other parts of the world. Orient Europharma will
participate in and pay for part of CEL-SCI's head and neck Phase III clinical
trial.

      Under the agreement, CEL-SCI will manufacture and supply Multikine to
Orient Europharma for distribution in the territory. Both parties will share in
the revenue from the sale of Multikine. Orient Europharma will participate in
the upcoming Phase III clinical trial by enrolling and paying for a substantial
number of patients in its territory. Orient Europharma will also purchase
Multikine for the Phase III trial from CEL-SCI for these patients at a rate
established in the November 2000 agreement.

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      Pursuant to an agreement dated May 2003, Eastern Biotech is due a royalty
equal to 2% of CEL-SCI's net sales worldwide of Multikine and CEL-1000 prior to
May 30, 2033.

      On August 19, 2008, CEL-SCI entered into an agreement with Teva
Pharmaceutical Industries Ltd. (Teva), a leading global pharmaceutical company,
under which CEL-SCI granted Teva an exclusive license to market and distribute
CEL-SCI's cancer drug Multikine in Israel and Turkey (the "Territory"). Although
the licensing agreement is initially restricted to the areas of head and neck
cancer, Teva has the right, subject to certain conditions, to include other
cancers during the term of the agreement.

      Pursuant to the agreement, Teva will participate in CEL-SCI's upcoming
global Phase III clinical trial. Teva will fund a portion of the Phase III
clinical study and Teva's clinical group will conduct part of the clinical study
in Israel under the auspices of CEL-SCI and its Clinical Research Organization.
Teva will also be responsible for registering Multikine in the Territory. If
Multikine is approved, CEL-SCI will be responsible for manufacturing the
product, while Teva will be responsible for sales in the Territory. Revenues
will be divided equally between CEL-SCI and Teva.

      Effective March 6, 2009, CEL-SCI entered into a licensing agreement with
Byron Biopharma LLC ("Byron") under which CEL-SCI granted Byron an exclusive
license to market and distribute Multikine in the Republic of South Africa.

      Pursuant to the agreement, Byron will be responsible for registering the
product in South Africa. Once Multikine has been approved for sale, CEL-SCI will
be responsible for manufacturing the product, while Byron will be responsible
for sales in South Africa. Revenues will be divided equally between CEL-SCI and
Byron. To maintain the license Byron, among other requirements, made a payment
to CEL-SCI in the amount of $125,000 on March 8, 2010.

      As of November 30, 2010, neither Orient Europharma nor Teva had started
any clinical trials.

New Manufacturing Facility

     CEL-SCI's  new,  state-of-the-art  manufacturing  facility  will be used to
manufacture  Multikine  for  CEL-SCI's  Phase III clinical  trial.  Located near
Baltimore,  MD,  it was  designed  over  several  years,  and was  built  out to
CEL-SCI's  specifications.  CEL-SCI leased this specially designed and built out
facility,  rather than having Multikine  produced by a third party on a contract
basis,  since  regulatory  agencies  prefer  that the same  facility  be used to
manufacture  Multikine  for both the  Phase III  trials  and  commercial  sales,
assuming the Phase III trial is successful.  As is customary with large, complex
construction   projects,   the  manufacturing  facility  required  a  number  of
construction,  utility and equipment  adjustments  as well as "punch list" items
that required  additional  time to complete.  This resulted in a gap between the
time when CEL-SCI took over the facility and the time when validations and other
CEL-SCI specific  activities could commence.  In addition to using this facility
to  manufacture  Multikine,  CEL-SCI  will  offer the use of the  facility  as a
service to pharmaceutical companies and others,  particularly those that need to


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"fill and  finish"  their drugs in a cold  environment  (4 degrees  Celsius,  or
approximately 39 degrees Fahrenheit).  Fill and finish is the process of filling
injectable  drugs in a  sterile  manner  and is a key part of the  manufacturing
process for many  medicines.  However,  this  service  will only be offered when
CEL-SCI has the time and  resources  available,  with  priority  always given to
Multikine.

      The fastest area of growth in the biopharmaceutical and pharmaceutical
markets is biologics, and most recently stem cell products. These compounds and
therapies are derived from or mimic human cells or proteins and other molecules
(e.g., hormones, etc.). Nearly all of the major drugs developed for unmet
medical needs (e.g., Avastin(R), Erbitux(R), Rituxan(R), Herceptin(R),
Copaxon(R), etc.) are biologics. Biologics are usually very sensitive to heat
and quickly lose their biological activity if exposed to room or elevated
temperature. Room or elevated temperatures may also affect the shelf-life of a
biologic with the result that the product cannot be stored for as long as
desired. However, these products do not generally lose activity when kept at 4
degrees Celsius.

      The FDA and other regulatory agencies require a drug developer to
demonstrate the safety, purity and potency of a drug being produced for use in
humans. When filling a product at 4 degrees Celsius, minimal to no biological
losses occur and therefore the potency of the drug is maintained throughout the
final critical step of the drug's manufacturing process. If the same temperature
sensitive drug is instead aseptically filled at room temperature, expensive and
time-consuming validation studies must be conducted, first, to be able to obtain
a complete understanding of the product's potency loss during the room
temperature fill process, and second, to create solutions to the drug's potency
losses, which require further testing and validation.

       CEL-SCI's unique, cold aseptic filling suite can be operated at
temperatures between 2 degrees Celsius and room temperatures, and at various
humidity levels. CEL-SCI's aseptic filling suites are maintained at FDA and EU
ISO classifications of 5/6. CEL-SCI also has the capability to formulate,
inspect, label and package biologic products at cold temperatures.

      See Item 2 of this report for information concerning the terms of the
lease on the manufacturing facility.

LEAPS

      CEL-SCI's patented T-cell Modulation Process uses "heteroconjugates" to
direct the body to choose a specific immune response. The heteroconjugate
technology, referred to as LEAPS (Ligand Epitope Antigen Presentation System),
is intended to selectively stimulate the human immune system to more effectively
fight bacterial, viral and parasitic infections as well as autoimmune,
allergies, transplantation rejection and cancer, when it cannot do so on its
own. Administered like vaccines, LEAPS combines T-cell binding ligands with
small, disease associated, peptide antigens and may provide a new method to
treat and prevent certain diseases.

      The ability to generate a specific immune response is important because
many diseases are often not combated effectively due to the body's selection of
the "inappropriate" immune response. The capability to specifically reprogram an
immune response may offer a more effective approach than existing vaccines and
drugs in attacking an underlying disease.


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      Using the LEAPS technology, CEL-SCI has created a potential peptide
treatment for H1N1 (swine flu) hospitalized patients. This LEAPS flu treatment
is designed to focus on the conserved, non-changing epitopes of the different
strains of Type A Influenza viruses (H1N1, H5N1, H3N1, etc.), including "swine",
"avian or bird", and "Spanish Influenza", in order to minimize the chance of
viral "escape by mutations" from immune recognition. CEL-SCI's LEAPS flu
treatment contains epitopes known to be associated with immune protection
against influenza in animal models.

      On September 16, 2009, the U.S. Food and Drug Administration advised
CEL-SCI that it could proceed with its first clinical trial to evaluate the
effect of LEAPS-H1N1 treatment on the white blood cells of hospitalized H1N1
patients. This followed an expedited initial review of CEL-SCI's regulatory
submission for this study proposal.

      On November 6, 2009, CEL-SCI announced that The Johns Hopkins University
School of Medicine had given clearance for CEL-SCI's first clinical study to
proceed using LEAPS-H1N1. This study started one week later. Since the disease
disappeared about one month later, the study has been unable to enroll many
patients.

      To fully consider a next-stage clinical trial to evaluate LEAPS-H1N1
treatment of hospitalized patients with laboratory-confirmed H1N1 Pandemic Flu
under an Exploratory IND, the FDA has asked CEL-SCI to submit a detailed
follow-up regulatory filing with extensive additional data. Thus, in parallel
with preparing for this first study, CEL-SCI is proceeding on an expedited basis
to complete this next submission. Recognizing that it cannot proceed with its
next-stage clinical trial without the FDA's concurrence, CEL-SCI anticipates
engaging in a detailed dialogue with the FDA regarding the proposed LEAPS-H1N1
clinical-development program following this future filing.

      With its LEAPS technology, CEL-SCI also discovered a second peptide named
CEL-2000, a potential rheumatoid arthritis vaccine. The data from animal studies
of rheumatoid arthritis using the CEL-2000 treatment vaccine demonstrated that
CEL-2000 is an effective treatment against arthritis with fewer administrations
than those required by other anti-rheumatoid arthritis treatments, including
Enbrel(R). CEL-2000 is also potentially a more disease type-specific therapy, is
calculated to be significantly less expensive and may be useful in patients
unable to tolerate or who may not be responsive to existing anti-arthritis
therapies.

      In February 2010 CEL-SCI announced that its CEL-2000 vaccine demonstrated
that it was able to block the progression of rheumatoid arthritis in a mouse
model. The results were published in the scientific peer-reviewed Journal of
International Immunopharmacology (online edition) in an article titled
"CEL-2000: A Therapeutic Vaccine for Rheumatoid Arthritis Arrests Disease
Development and Alters Serum Cytokine/Chemokine Patterns in the Bovine Collagen
Type II Induced Arthritis in the DBA Mouse Model" with lead author Dr. Daniel
Zimmerman. The study was co-authored by scientists from CEL-SCI, Washington
Biotech, Northeastern Ohio Universities Colleges of Medicine and Pharmacy and
Boulder BioPath.

     None of the products or vaccines which are in  development  using the LEAPS
technology have been approved by the FDA or any other government agency.  Before

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obtaining  marketing  approval  from  the  FDA  in  the  United  States,  and by
comparable  agencies in most foreign  countries,  these product  candidates must
undergo  rigorous  preclinical  and  clinical  testing  which is costly and time
consuming and subject to  unanticipated  delays.  There can be no assurance that
these approvals will be granted.

PATENTS

      CEL-SCI currently has six patents issued in the United States and
twenty-two patent applications pending in Europe, Japan, China, India, Hong
Kong, Canada and the United States. One patent covers certain aspects of
Multikine and will expire in 2023. The remaining five patents cover CEL-SCI's
LEAPS technology and will expire between December 2014 and April 2022. CEL-SCI
believes that the greatest level of protection for Multikine is not based on
patents but from the confidential and proprietary process relating to the
manufacture of Multikine.

RESEARCH AND DEVELOPMENT

      Since 1983, and through September 30, 2010, approximately $77,243,000 has
been spent on CEL-SCI-sponsored research and development, including $11,911,600,
$6,011,800, and $4,101,600 respectively during the years ended September 30,
2010, 2009 and 2008.

      The costs associated with the clinical trials relating to CEL-SCI's
technologies, research expenditures and CEL-SCI's administrative expenses have
been funded with the public and private sales of CEL-SCI's securities and
borrowings from third parties, including affiliates of CEL-SCI. The extent of
CEL-SCI's clinical trials and research programs is primarily based upon the
amount of capital available to CEL-SCI and the extent to which CEL-SCI has
received regulatory approvals for clinical trials.

GOVERNMENT REGULATION

New drug development and approval process

      Regulation by governmental authorities in the United States and other
countries is a significant factor in the manufacture and marketing of biological
and other drug products and in ongoing research and product development
activities. CEL-SCI's products will require regulatory approval by governmental
agencies prior to commercialization. In particular, these products are subject
to rigorous preclinical and clinical testing and other premarket approval
requirements by the FDA and regulatory authorities in other countries. In the
United States, various statutes and regulations also govern or influence the
manufacturing, safety, labeling, storage, record keeping and marketing of
pharmaceutical and biological drug products. The lengthy process of seeking
these approvals, and the subsequent compliance with applicable statutes and
regulations, require the expenditure of substantial resources. CEL-SCI believes
that it is currently in compliance with applicable statutes and regulations that
are relevant to its operations. CEL-SCI has no control, however, over the
compliance of its partners.

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      The FDA's statutes, regulations, or policies may change and additional
statutes or government regulations may be enacted which could prevent or delay
regulatory approvals of biological or other drug products. CEL-SCI cannot
predict the likelihood, nature or extent of adverse governmental regulation that
might arise from future legislative or administrative action, either in the U.S.
or abroad.

      Regulatory approval, when and if obtained, may be limited in scope. In
particular, regulatory approvals will restrict the marketing of a product to
specific uses. Further, approved biological and other drugs, as well as their
manufacturers, are subject to ongoing review. Discovery of previously unknown
problems with these products may result in restrictions on their manufacture,
sale or use or in their withdrawal from the market. Failure to comply with
regulatory requirements may result in criminal prosecution, civil penalties,
recall or seizure of products, total or partial suspension of production or
injunction, as well as other actions affecting CEL-SCI. Any failure by CEL-SCI
or its partners to obtain and maintain, or any delay in obtaining, regulatory
approvals could materially adversely affect CEL-SCI's business.

      The process for new drug approval has many steps, including:

Preclinical testing

      Once a biological or other drug candidate is identified for development,
the drug candidate enters the preclinical testing stage. During preclinical
studies, laboratory and animal studies are conducted to show biological activity
of the drug candidate in animals, both healthy and with the targeted disease.
Also, preclinical tests evaluate the safety of drug candidates. These tests
typically take approximately two years to complete. Preclinical tests must be
conducted in compliance with good laboratory practice regulations. In some
cases, long-term preclinical studies are conducted while clinical studies are
ongoing.

Investigational new drug application

     When the  preclinical  testing is  considered  adequate  by the  sponsor to
demonstrate  the safety and the scientific  rationale for initial human studies,
an  investigational  new drug  application  (IND) is filed  with the FDA to seek
authorization  to begin human testing of the biological or other drug candidate.
The IND  becomes  effective  if not  rejected  by the FDA  within 30 days  after
filing.  The IND must provide data on previous  experiments,  how,  where and by
whom the new studies will be conducted,  the chemical structure of the compound,
the method by which it is believed to work in the human body,  any toxic effects
of  the  compound   found  in  the  animal  studies  and  how  the  compound  is
manufactured.  All clinical  trials must be conducted under the supervision of a
qualified  investigator in accordance with good clinical  practice  regulations.
These  regulations  include the requirement  that all subjects  provide informed
consent. In addition,  an institutional review board (IRB),  comprised primarily
of physicians  and other  qualified  experts at the hospital or clinic where the
proposed  studies will be  conducted,  must review and approve each human study.
The IRB also  continues  to  monitor  the  study  and must be kept  aware of the
study's progress, particularly as to adverse events and changes in the research.
Progress reports  detailing the results of the clinical trials must be submitted
at least  annually to the FDA and more  frequently if adverse  events occur.  In

                                       11
<PAGE>

addition,  the FDA may, at any time during the 30-day period after filing an IND
or at any future time,  impose a clinical  hold on proposed or ongoing  clinical
trials.  If the FDA imposes a clinical hold,  clinical trials cannot commence or
recommence  without FDA  authorization,  and then only under terms authorized by
the FDA. In some instances,  the IND process can result in substantial delay and
expense.

      Some limited human clinical testing may also be done under a physician's
IND that allows a single individual to receive the drug, particularly where the
individual has not responded to other available therapies. A physician's IND
does not replace the more formal IND process, but can provide a preliminary
indication as to whether further clinical trials are warranted, and can, on
occasion, facilitate the more formal IND process.

      Clinical trials are typically conducted in three sequential phases, but
the phases may overlap.

Phase I clinical trials

      Phase I human clinical trials usually involve between 20 and 80 healthy
volunteers or patients and typically take one to two years to complete. The
tests study a biological or other drug's safety profile, and may seek to
establish the safe dosage range. The Phase I clinical trials also determine how
a drug candidate is absorbed, distributed, metabolized and excreted by the body,
and the duration of its action.

Phase II clinical trials

      In Phase II clinical trials, controlled studies are conducted on an
expanded population of patients with the targeted disease. The primary purpose
of these tests is to evaluate the effectiveness of the drug candidate on the
volunteer patients as well as to determine if there are any side effects or
other risks associated with the drug. These studies generally take several years
and may be conducted concurrently with Phase I clinical trials. In addition,
Phase I/II clinical trials may be conducted to evaluate not only the efficacy of
the drug candidate on the patient population, but also its safety.

Phase III clinical trials

      This phase typically lasts several years and involves an even larger
patient population, often with several hundred or even several thousand patients
depending on the use for which the drug is being studied. Phase III trials are
intended to establish the overall risk-benefit ratio of the drug and provide, if
appropriate, an adequate basis for product labeling. During the Phase III
clinical trials, physicians monitor the patients to determine efficacy and to
observe and report any reactions or other safety risks that may result from use
of the drug candidate.


                                       12
<PAGE>


Chemical and formulation development

      Concurrent with clinical trials and preclinical studies, companies also
must develop information about the chemistry and physical characteristics of the
drug and finalize a process for manufacturing the product in accordance with
current good manufacturing practice requirements (cGMPs). The manufacturing
process must be capable of consistently producing quality batches of the product
and the manufacturer must develop methods for testing the quality, purity, and
potency of the final drugs. Additionally, appropriate packaging must be selected
and tested and chemistry stability studies must be conducted to demonstrate that
the product does not undergo unacceptable deterioration over its shelf-life.

New drug application or biological license application

      After the completion of the clinical trial phases of development, if the
sponsor concludes that there is substantial evidence that the biological or
other drug candidate is effective and that the drug is safe for its intended
use, a new drug application (NDA) or biologics license application (BLA) may be
submitted to the FDA. The application must contain all of the information on the
biological or other drug candidate gathered to that date, including data from
the clinical trials.

      The FDA reviews all NDAs and BLAs submitted before it accepts them for
filing. It may request additional information rather than accepting an
application for filing. In this event, the application must be resubmitted with
the additional information. The resubmitted application is also subject to
review before the FDA accepts it for filing. Once the submission is accepted for
filing, the FDA begins an in-depth review of the application. The FDA may refer
the application to an appropriate advisory committee, typically a panel of
clinicians, for review, evaluation and a recommendation. The FDA is not bound by
the recommendation of an advisory committee. If FDA evaluations of the NDA or
BLA and the manufacturing facilities are favorable, the FDA may issue an
approval letter authorizing commercial marketing of the drug or biological
candidate for specified indications. The FDA could also issue an approvable
letter, which usually contains a number of conditions that must be met in order
to secure final approval of the NDA or BLA. When and if those conditions have
been met to the FDA's satisfaction, the FDA will issue an approval letter. On
the other hand, if the FDA's evaluation of the NDA or BLA or manufacturing
facilities is not favorable, the FDA may refuse to approve the application or
issue a non-approvable letter.

      Among the conditions for NDA or BLA approval is the requirement that each
prospective manufacturer's quality control and manufacturing procedures conform
to current good manufacturing practice standards and requirements (cGMPs).
Manufacturing establishments are subject to periodic inspections by the FDA and
by other federal, state or local agencies.

     Some of the  clinical  trials  funded  to date by  CEL-SCI  have  not  been
approved  by the FDA,  but rather  have been  conducted  pursuant  to  approvals
obtained from certain states and foreign countries.  Conducting clinical studies
in foreign  countries is normal industry  practice since these studies can often
be completed in less time and are less expensive  than studies  conducted in the
U.S.  Conducting  clinical studies in foreign countries is also beneficial since

                                       13
<PAGE>

CEL-SCI will need the approval from a foreign  country prior to the time CEL-SCI
can market any of its drugs in the foreign country.  However,  since the results
of these clinical trials may not be accepted by the FDA, competitors  conducting
clinical  trials  approved by the FDA may have an advantage in that the products
of such competitors are further advanced in the regulatory process than those of
CEL-SCI.  CEL-SCI is conducting  its trials in compliance  with  internationally
recognized  standards.   By  following  these  standards,   CEL-SCI  anticipates
obtaining acceptance from world regulatory bodies, including the FDA.

CEL-SCI has selected a Clinical Research Organization (CRO) for the Phase III
trial with Multikine. The expected start date for the clinical trial is at the
end of 2010 or early in 2011. The expected net cost of the clinical trial is
approximately $25 - $26 million (excluding the costs that will be paid by
CEL-SCI's partners).

COMPETITION AND MARKETING

      Many companies, nonprofit organizations and governmental institutions are
conducting research on cytokines. Competition in the development of therapeutic
agents incorporating cytokines is intense. Large, well-established
pharmaceutical companies are engaged in cytokine research and development and
have considerably greater resources than CEL-SCI has to develop products.
Licensing and other collaborative arrangements between governmental and other
nonprofit institutions and commercial enterprises, as well as the seeking of
patent protection of inventions by nonprofit institutions and researchers, could
result in strong competition for CEL-SCI. Any new developments made by such
organizations may render CEL-SCI's licensed technology and know-how obsolete.

      Several biotechnology companies are producing compounds that utilize
cytokines. However, CEL-SCI believes that its main advantage lies in two areas
and that those two areas will allow it to be successful: 1) Multikine is given
prior to surgery, radiation and/or chemotherapy, a time when the immune system
can still be activated effectively. Other companies give their immunotherapy
drugs after these cancer treatments. At that time the immune system is already
so weakened that it can no longer mount a complete immune response. 2) Multikine
simulates the activities of a healthy person's immune system, which battles
cancer every day. Multikine is multi-targeted; it is a cancer immunotherapy that
both kills cancer cells in a targeted fashion and activates the general immune
system to destroy the cancer. In addition, since Multikine is a complex
biologic, CEL-SCI believes that it will be extremely difficult for someone to
copy Multikine and its manufacturing.

EMPLOYEES

      As of November 30, 2010, CEL-SCI had 42 employees. Eight employees are
involved in administration, 31 employees are involved in manufacturing and 3
employees are involved in general research and development with respect to
CEL-SCI's products.


                                       14
<PAGE>


ITEM 1A.  RISK FACTORS

      Investors should be aware that the risks described below could adversely
affect the price of CEL-SCI's common stock.

Risks Related to CEL-SCI

Since CEL-SCI has earned only limited revenues and has a history of losses,
CEL-SCI will require additional capital to remain in operation.

      CEL-SCI has had only limited revenues since it was formed in 1983. Since
the date of its formation and through September 30, 2010 CEL-SCI incurred net
losses of approximately $161,800,000. CEL-SCI has relied principally upon the
proceeds of public and private sales of its securities to finance its activities
to date. All of CEL-SCI's potential products, with the exception of Multikine,
are in the early stages of development, and any commercial sale of these
products will be many years away. Even potential product sales from Multikine
are many years away as cancer trials can be lengthy. Accordingly, CEL-SCI
expects to incur substantial losses for the foreseeable future.

Since CEL-SCI does not intend to pay dividends on its common stock, any return
to investors will come only from potential increases in the price of CEL-SCI's
common stock.

      At the present time, CEL-SCI intends to use available funds to finance
CEL-SCI's operations. Accordingly, while payment of dividends rests within the
discretion of the Board of Directors, no common stock dividends have been
declared or paid by CEL-SCI and CEL-SCI has no intention of paying any common
stock dividends.

If CEL-SCI cannot obtain additional capital, CEL-SCI may have to postpone
development and research expenditures which will delay CEL-SCI's ability to
produce a competitive product. Delays of this nature may depress the price of
CEL-SCI's common stock.

      Clinical and other studies necessary to obtain approval of a new drug can
be time consuming and costly, especially in the United States, but also in
foreign countries. CEL-SCI's estimates of the costs associated with future
clinical trials and research may be substantially lower than the actual costs of
these activities. The different steps necessary to obtain regulatory approval,
especially that of the Food and Drug Administration, involve significant costs
and may require several years to complete. CEL-SCI expects that it will need
substantial additional financing over an extended period of time in order to
fund the costs of future clinical trials, related research, and general and
administrative expenses. This additional funding may come from the exercise of
warrants and options currently outstanding, equity or debt financings or a
partnering arrangement with a larger company.

      The extent of CEL-SCI's clinical trials and research programs are
primarily based upon the amount of capital available to CEL-SCI and the extent
to which CEL-SCI has received regulatory approvals for clinical trials.

                                       15
<PAGE>

      In accordance with the terms of the manufacturing facility's lease,
CEL-SCI must maintain a certain amount of cash. Should CEL-SCI's cash position
fall below the amount stipulated in the lease CEL-SCI will be required to
deposit with the landlord the equivalent of one year's base rent. CEL-SCI paid
this additional amount of $1,575,000 in 2008 and, upon meeting the required cash
level, received a refund of $1,575,000 from the landlord in February 2010.

      The inability of CEL-SCI to conduct clinical trials or research, whether
due to a lack of capital or regulatory approval, will prevent CEL-SCI from
completing the studies and research required to obtain regulatory approval for
any products which CEL-SCI is developing.

No definite plan for marketing of Multikine has been established.

      CEL-SCI has not established a definitive plan for marketing nor has it
established a price structure for CEL-SCI's saleable products. However, CEL-SCI
intends, if CEL-SCI is in a position to begin commercialization of its products,
to sell Multikine itself in certain markets and to enter into written marketing
agreements with various major pharmaceutical firms with established sales
forces. The sales forces in turn would probably target CEL-SCI's products to
cancer centers, physicians and clinics involved in head and neck cancer.

      CEL-SCI may encounter problems, delays and additional expenses in
developing marketing plans with outside firms. In addition, even though
Multikine should be very cost effective to use if proven to increase overall
survival, CEL-SCI may experience other limitations involving the proposed sale
of its products, such as uncertainty of third-party reimbursement. There is no
assurance that CEL-SCI can successfully market any products which they may
develop or market them at competitive prices.

Potential Future Dilution

      To raise additional capital CEL-SCI may have to sell shares of its common
stock or securities convertible into common stock at prices that may be below
the prevailing market price of CEL-SCI's common stock at the time of sale. The
issuance of additional shares will have a dilutive impact on other stockholders
and could have a negative effect on the market price of CEL-SCI's common stock.

Multikine is made from components of human blood which involves inherent risks
that may lead to product destruction or patient injury which could materially
harm CEL-SCI's financial results, reputation and stock price.

      Multikine is made, in part, from components of human blood. There are
inherent risks associated with products that involve human blood such as
possible contamination with viruses, including Hepatitis or HIV. Any possible
contamination could require CEL-SCI to destroy batches of Multikine or cause
injuries to patients who receive the product thereby subjecting CEL-SCI to
possible financial losses and harm to its business.

                                       16
<PAGE>

Although CEL-SCI has product liability insurance for Multikine, the successful
prosecution of a product liability case against CEL-SCI could have a materially
adverse effect upon its business if the amount of any judgment exceeds CEL-SCI's
insurance coverage.

      Although no claims have been brought to date, participants in CEL-SCI's
clinical trials could bring civil actions against CEL-SCI for any unanticipated
harmful effects arising from the use of Multikine or any drug or product that
CEL-SCI may try to develop.

CEL-SCI's directors are allowed to issue shares of preferred stock with
provisions that could be detrimental to the interests of the holders of
CEL-SCI's common stock.

      The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's preferred stock would allow CEL-SCI's directors to issue preferred
stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's common stock.
The issuance of preferred stock with such rights may make more difficult the
removal of management even if such removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.

Risks Related to Government Approvals

CEL-SCI's product candidates must undergo rigorous preclinical and clinical
testing and regulatory approvals, which could be costly and time-consuming and
subject CEL-SCI to unanticipated delays or prevent CEL-SCI from marketing any
products.

      Therapeutic agents, drugs and diagnostic products are subject to approval,
prior to general marketing, from the FDA in the United States and by comparable
agencies in most foreign countries. Before obtaining marketing approval, these
product candidates must undergo rigorous preclinical and clinical testing which
is costly and time consuming and subject to unanticipated delays. There can be
no assurance that such approvals will be granted.

      CEL-SCI cannot be certain when or under what conditions it will undertake
further clinical trials, including the Phase III clinical trial for Multikine.
The clinical trials of CEL-SCI's product candidates may not be completed on
schedule, the FDA or foreign regulatory agencies may order CEL-SCI to stop or
modify its research or these agencies may not ultimately approve any of
CEL-SCI's product candidates for commercial sale. Varying interpretations of the
data obtained from pre-clinical and clinical testing could delay, limit or
prevent regulatory approval of CEL-SCI's product candidates. The data collected
from CEL-SCI's clinical trials may not be sufficient to support regulatory
approval of its various product candidates, including Multikine. CEL-SCI's
failure to adequately demonstrate the safety and efficacy of any of its product
candidates would delay or prevent regulatory approval of its product candidates
in the United States, which could prevent CEL-SCI from achieving profitability.

                                       17
<PAGE>

      The requirements governing the conduct of clinical trials, manufacturing,
and marketing of CEL-SCI's product candidates, including Multikine, outside the
United States can vary from country to country. Foreign approvals may take
longer to obtain than FDA approvals and can require, among other things,
additional testing and different trial designs. Foreign regulatory approval
processes include all of the risks associated with the FDA approval processes.
Some of those agencies also must approve prices for products approved for
marketing. Approval of a product by the FDA does not ensure approval of the same
product by the health authorities of other countries. In addition, changes in
regulatory policy in the US or in foreign countries for product approval during
the period of product development and regulatory agency review of each submitted
new application may cause delays or rejections.

      CEL-SCI has only limited experience in filing and pursuing applications
necessary to gain regulatory approvals, which may impede its ability to obtain
timely approvals from the FDA or foreign regulatory agencies, if at all. CEL-SCI
will not be able to commercialize Multikine and other product candidates until
it has obtained regulatory approval, and any delay in obtaining, or inability to
obtain, regulatory approval could harm its business. In addition, regulatory
authorities may also limit the types of patients to which CEL-SCI or others may
market Multikine or CEL-SCI's other products.

       Any failure to obtain or any delay in obtaining required regulatory
approvals may adversely affect the ability of CEL-SCI or potential licensees to
successfully market any products they may develop.

Even if CEL-SCI obtains regulatory approval for its product candidates, CEL-SCI
will be subject to stringent, ongoing government regulation.

      If CEL-SCI's products receive regulatory approval, either in the United
States or internationally, CEL-SCI will be subject to extensive regulatory
requirements. These regulations are wide-ranging and govern, among other things:

          o    product design, development and manufacture;

          o    adverse drug experience;

          o    product advertising and promotion;

          o    product  manufacturing,  including  good  manufacturing  practice
               requirements;

          o    record keeping requirements;

          o    registration and listing of CEL-SCI's establishments and products
               with the FDA and certain state agencies;

          o    product storage and shipping;

          o    drug sampling and distribution requirements;

          o    electronic record and signature requirements; and

          o    labeling changes or modifications.


                                       18
<PAGE>

      CEL-SCI and any suppliers must continually adhere to federal regulations
setting forth requirements, known as current Good Manufacturing Practices, or
cGMPs, and their foreign equivalents, which are enforced by the FDA and other
national regulatory bodies through their facilities inspection programs. If
CEL-SCI's facilities, or the facilities of its suppliers, cannot pass a
pre-approval plant inspection, the FDA will not approve the marketing
applications for CEL-SCI's product candidates. In complying with cGMP and
foreign regulatory requirements, CEL-SCI and any of its suppliers will be
obligated to expend time, money and effort in production, record-keeping and
quality control to ensure that its products meet applicable specifications and
other requirements. State regulatory agencies and the regulatory agencies of
other countries have similar requirements.

      If CEL-SCI does not comply with regulatory requirements at any stage,
whether before or after marketing approval is obtained, it may be subject to
license suspension or revocation, criminal prosecution, seizure, injunction,
fines, or be forced to remove a product from the market or experience other
adverse consequences, including restrictions or delays in obtaining regulatory
marketing approval, which could materially harm CEL-SCI's financial results,
reputation and stock price. Additionally, CEL-SCI may not be able to obtain the
labeling claims necessary or desirable for product promotion. CEL-SCI may also
be required to undertake post-marketing trials. In addition, if CEL-SCI or other
parties identify adverse effects after any of CEL-SCI's products are on the
market, or if manufacturing problems occur, regulatory approval may be
withdrawn. CEL-SCI may be required to reformulate its products, conduct
additional clinical trials, make changes in its product's labeling or
indications of use, or submit additional marketing applications to support these
changes. If CEL-SCI encounters any of the foregoing problems, its business and
results of operations will be harmed and the market price of its common stock
may decline.

      Also, the extent of adverse government regulations which might arise from
future legislative or administrative action cannot be predicted. Without
government approval, CEL-SCI will be unable to sell any of its products.

Risks Related to Intellectual Property

CEL-SCI may not be able to achieve or maintain a competitive position and other
technological developments may result in CEL-SCI's proprietary technologies
becoming uneconomical or obsolete.

      The biomedical field in which CEL-SCI is involved is undergoing rapid and
significant technological change. The successful development of therapeutic
agents from CEL-SCI's compounds, compositions and processes through
CEL-SCI-financed research, or as a result of possible licensing arrangements
with pharmaceutical or other companies, will depend on its ability to be in the
technological forefront of this field.

     Many  companies  are  working on drugs  designed  to treat  cancer and have
substantial financial, research and development, and marketing resources and are
capable of providing  significant  long-term  competition either by establishing

                                       19
<PAGE>

in-house  research  groups  or by  forming  collaborative  ventures  with  other
entities. In addition,  smaller companies and non-profit institutions are active
in research relating to cancer and infectious diseases.

CEL-SCI's patents might not protect CEL-SCI's technology from competitors, in
which case CEL-SCI may not have any advantage over competitors in selling any
products which it may develop.

      Certain aspects of CEL-SCI's technologies are covered by U.S. and foreign
patents. In addition, CEL-SCI has a number of new patent applications pending.
There is no assurance that the applications still pending or which may be filed
in the future will result in the issuance of any patents. Furthermore, there is
no assurance as to the breadth and degree of protection any issued patents might
afford CEL-SCI. Disputes may arise between CEL-SCI and others as to the scope
and validity of these or other patents. Any defense of the patents could prove
costly and time consuming and there can be no assurance that CEL-SCI will be in
a position, or will deem it advisable, to carry on such a defense. Other private
and public concerns, including universities, may have filed applications for, or
may have been issued, patents and are expected to obtain additional patents and
other proprietary rights to technology potentially useful or necessary to
CEL-SCI. The scope and validity of such patents, if any, the extent to which
CEL-SCI may wish or need to acquire the rights to such patents, and the cost and
availability of such rights are presently unknown. Also, as far as CEL-SCI
relies upon unpatented proprietary technology, there is no assurance that others
may not acquire or independently develop the same or similar technology.

Risks Related to CEL-SCI's Common Stock

Since the market price for CEL-SCI's common stock is volatile, investors may not
be able to sell any of CEL-SCI's shares at a profit.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. During the twelve months ended September 30, 2010,
CEL-SCI's stock price has ranged from a low of $0.43 per share to a high of
$1.79 per share. Factors such as fluctuations in CEL-SCI's operating results,
announcements of technological innovations or new therapeutic products by
CEL-SCI or its competitors, governmental regulation, developments in patent or
other proprietary rights, public concern as to the safety of products developed
by CEL-SCI or other biotechnology and pharmaceutical companies, and general
market conditions may have a significant effect on the future market price of
CEL-SCI's common stock.

Shares issuable upon the exercise of outstanding warrants and options may
substantially increase the number of shares available for sale in the public
market and may depress the price of CEL-SCI's common stock.

     CEL-SCI had outstanding convertible notes, options and warrants which as of
November 30, 2010 could potentially  allow the holders to acquire  approximately
83,340,300 additional shares of its common stock. Until the options and warrants

                                       20
<PAGE>

expire, and the convertible note is repaid, the holders will have an opportunity
to profit  from any  increase  in the market  price of  CEL-SCI's  common  stock
without  assuming  the risks of  ownership.  Holders  of  options  and  warrants
exercise these securities at a time when CEL-SCI could obtain additional capital
on terms more  favorable  than those  provided by the options or  warrants.  The
conversion  of the notes or the exercise of the options and warrants will dilute
the voting  interest of the owners of presently  outstanding  shares by adding a
substantial number of additional shares of CEL-SCI's common stock.

      CEL-SCI has filed, or plans to file, registration statements with the
Securities and Exchange Commission so that substantially all of the shares of
common stock which are issuable upon the exercise of outstanding options and
warrants may be sold in the public market. The sale of common stock issued or
issuable upon the exercise of these options or warrants, or the perception that
such sales could occur, may adversely affect the market price of CEL-SCI's
common stock.

Claims by the former holders of CEL-SCI's Series K notes may potentially result
in the issuance of additional shares of CEL-SCI's common stock and the payment
of damages.

      In August 2006, CEL-SCI sold Series K notes, plus Series K warrants, to a
group of private investors. The notes were convertible into shares of CEL-SCI's
common stock. One of the Series K note holders, Iroquois Master Fund Ltd., has
indicated that it believes the conversion price of the Series K notes, as well
as the exercise price of the Series K warrants, should be $0.20 as opposed to
$0.40. It is CEL-SCI's position that the correct conversion price was $0.40 and
the correct exercise price of the warrants is $0.40.

      On October 21, 2009, Iroquois filed suit against CEL-SCI. In its
complaint, alleging breach of contract, breach of fiduciary duty, conversion,
and negligence, Iroquois seeks actual and punitive damages, the issuance by
CEL-SCI of additional shares and warrants, and a ruling by the court that the
conversion price of the notes and the exercise price of the warrants are both
$0.20. See Item 3 of this report for more information.

ITEM 1B. UNRESOLVED SEC COMMENTS

      None

ITEM 2.   PROPERTIES

      CEL-SCI leases office space at 8229 Boone Blvd., Suite 802, Vienna,
Virginia at a monthly rental of approximately $9,100. The lease on the office
space expires in June 2012. CEL-SCI believes this arrangement is adequate for
the conduct of its present business.

      CEL-SCI has a 17,900 square foot laboratory located at 4820 A-E Seton
Drive, Baltimore, Maryland. The laboratory is leased by CEL-SCI at a cost of
approximately $10,800 per month. The laboratory lease expires in February 2014.

                                       21
<PAGE>

      In August 2007, CEL-SCI leased a building near Baltimore, Maryland. The
building, which consists of approximately 73,000 square feet, has been remodeled
in accordance with CEL-SCI's specifications so that it can be used by CEL-SCI to
manufacture Multikine for CEL-SCI's Phase III clinical trial and sales of the
drug if approved by the FDA. The lease expires on October 31, 2028 and requires
annual base rent payments of approximately $1,667,000 during the twelve months
ending October 31, 2011, in accordance with the lease agreement. The annual base
rent escalates each year thereafter at 3%. CEL-SCI is also required to pay all
real and personal property taxes, insurance premiums, maintenance expenses,
repair costs and utilities. The lease allows CEL-SCI, at its election, to extend
the lease for two ten-year periods or to purchase the building at the end of the
20-year lease. The lease required CEL-SCI to pay $3,150,000 towards the
remodeling costs, which will be recouped by reductions in the annual base rent
of $303,228 beginning in 2014. In July 2008, CEL-SCI was required to deposit
$1,575,000 since the amount of CEL-SCI's cash fell below the amount stipulated
in the lease. This amount was refunded by the landlord in February 2010. The
landlord has the right to declare CEL-SCI in default if CEL-SCI fails to pay any
installment of the Base Annual Rent when such failure continues for five
business days after CEL-SCI's receipt of written notice from the Landlord,
provided that if CEL-SCI fails to pay any installment of the Base Annual Rent
within five business days more than twice in any twelve month period, the
Landlord will not be required to provide CEL-SCI with any further notice and
CEL-SCI will be deemed to be in default. As of the date of this filing, CEL-SCI
was not in default on the lease.

ITEM 3.   LEGAL PROCEEDINGS

      Pursuant to a Securities Purchase Agreement dated August 4, 2006, CEL-SCI
sold Series K convertible notes, plus Series K warrants, to a group of private
investors for $8,300,000. The notes were convertible into shares of CEL-SCI's
common stock. On August 31, 2009, all of the Series K notes had either been
repaid or had been converted into shares of CEL-SCI's common stock. At the
holder's option, the Series K notes were convertible into shares of CEL-SCI's
common stock equal in number to the amount determined by dividing each $1,000 of
note principal to be converted by the conversion price. Initially, the
conversion price was $0.86.

      The Series K warrants allow the note holders to purchase shares of
CEL-SCI's common stock, initially at a price of $0.95 per share, at any time on
or prior to February 4, 2012.

      If CEL-SCI sold any additional shares of common stock, or any securities
convertible into common stock, at a price below the then applicable conversion
price of the notes or the exercise price of the warrants, the conversion price
of the notes and the exercise price of the warrants would be reduced to the
price at which the shares were sold or the lowest price at which the securities
were convertible, as the case may have been.

      If the warrant exercise price was decreased, the number of shares of
common stock issuable upon the exercise of the warrant would be increased
proportionately.

     However,  the conversion price of the Series K notes, the exercise price of
the Series K warrants, and the shares issuable upon the exercise of the warrants
would  not be  adjusted  as the  result of shares  issued in  connection  with a


                                       22
<PAGE>

Permitted  Financing,  as that  term  was  defined  in the  Securities  Purchase
Agreement.  A Permitted Financing included shares of common stock issued or sold
in connection with a bona fide licensing agreement, the primary purpose of which
was not to raise cash.

      In April 2007, the conversion price of the Series K notes and the exercise
price of the Series K warrants were reduced to $0.75 per share as a result of
shares sold by CEL-SCI below the original conversion price of the notes and the
exercise price of the warrants.

      On March 6, 2009, CEL-SCI entered into a licensing agreement with an
unrelated third party. In connection with the licensing agreement, CEL-SCI sold
shares of its common stock to the third party for $0.20 per share, a premium to
CEL-SCI's share price at the time.

      In June 2009, the conversion price of the Series K notes and the exercise
price of the Series K warrants were reduced to $0.40 per share as a result of
shares sold by CEL-SCI below the conversion price of the notes and the exercise
price of the warrants.

      As previously disclosed by CEL-SCI in its public filings, one of the
Series K note holders, Iroquois Master Fund, Ltd. ("Iroquois") advised CEL-SCI
that the conversion price of the Series K notes, as well as the exercise price
of the Series K warrants, should be $0.20 since it did not believe that the sale
of CEL-SCI's shares of its common stock on March 6, 2009 was a Permitted
Financing.

      It is CEL-SCI's position that the shares sold on March 6, 2009 were sold
in connection with a Permitted Financing and did not cause a reduction in the
conversion price of the Series K notes or the exercise price of the Series K
warrants.

      On October 21, 2009, Iroquois filed suit against CEL-SCI in the United
States District Court for the Southern District of New York. In its complaint
Iroquois alleges that CEL-SCI is liable for breach of contract, breach of
fiduciary duty, conversion, and negligence.

      Through its lawsuit Iroquois is seeking $30 million in actual damages, $90
million in punitive damages, the issuance of an additional 4,264,681 shares of
CEL-SCI's common stock, the issuance of warrants to purchase an additional
6,460,757 shares of CEL-SCI's common stock, and a ruling by the court that the
conversion price of the notes and the exercise price of the warrants are both
$0.20.

      CEL-SCI believes that Iroquois's claims are without merit and has filed a
motion with the District Court seeking the dismissal of Iroquois's lawsuit.

      If Iroquois prevails in its suit, CEL-SCI may be required to issue
approximately 1,166,000 additional shares of common stock and issue
approximately 9,616,000 warrants exercisable at $0.20 per share to the other
holders of the Series K notes and warrants, assuming all of the warrants are
exercised.

ITEM 4.    (REMOVED AND RESERVED)

                                       23
<PAGE>

ITEM 5.   MARKET FOR CEL-SCI'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      As of November 30, 2010, there were approximately 1,100 record holders of
CEL-SCI's common stock. CEL-SCI's common stock is traded on the NYSE Amex
(formerly the American Stock Exchange) under the symbol "CVM". Set forth below
are the range of high and low quotations for CEL-SCI's common stock for the
periods indicated as reported on the NYSE Amex. The market quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions and may
not necessarily represent actual transactions.

        Quarter Ended          High             Low

        12/31/08              $0.50             $0.18
         3/31/09              $0.40             $0.14
         6/30/09              $0.80             $0.20
         9/30/09              $2.10             $0.38

        12/31/09              $1.79             $0.85
         3/31/10              $1.12             $0.50
         6/30/10              $0.76             $0.45
         9/30/10              $0.84             $0.43

             Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors out of legally available funds and, in the
event of liquidation, to share pro rata in any distribution of CEL-SCI's assets
after payment of liabilities. The Board of Directors is not obligated to declare
a dividend. CEL-SCI has not paid any dividends on its common stock and CEL-SCI
does not have any current plans to pay any common stock dividends.

      The provisions in CEL-SCI's Articles of Incorporation relating to
CEL-SCI's preferred stock would allow CEL-SCI's directors to issue preferred
stock with rights to multiple votes per share and dividend rights which would
have priority over any dividends paid with respect to CEL-SCI's common stock.
The issuance of preferred stock with such rights may make more difficult the
removal of management even if such removal would be considered beneficial to
shareholders generally, and will have the effect of limiting shareholder
participation in certain transactions such as mergers or tender offers if such
transactions are not favored by incumbent management.

      The market price of CEL-SCI's common stock, as well as the securities of
other biopharmaceutical and biotechnology companies, have historically been
highly volatile, and the market has from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies. Factors such as fluctuations in CEL-SCI's operating
results, announcements of technological innovations or new therapeutic products
by CEL-SCI or its competitors, governmental regulation, developments in patent
or other proprietary rights, public concern as to the safety of products
developed by CEL-SCI or other biotechnology and pharmaceutical companies, and
general market conditions may have a significant effect on the market price of
CEL-SCI's common stock.

                                       24
<PAGE>

     The graph below  matches the  cumulative  5-year total return of holders of
CEL-SCI Corporation's common stock with the cumulative total returns of the NYSE
Amex Composite index and the RDG MicroCap Biotechnology index. The graph assumes
that the value of the  investment in the  CEL-SCI's  common stock and in each of
the indexes  (including  reinvestment  of  dividends)  was $100 on 9/30/2005 and
tracks it through 9/30/2010. [GRAPHIC OMITTED]




-------------------------------------------------------------------------------
                               9/05     9/06    9/07    9/08     9/09    9/10
-------------------------------------------------------------------------------

CEL-SCI Corporation           100.00   131.91  133.02   85.11   365.96  137.02
NYSE Amex Composite           100.00   110.90  139.96  108.28   113.40  134.71
RDG MicroCap Biotechnology    100.00    70.80   60.46   32.97    32.69   21.73


      The stock price performance included in this graph is not necessarily
  indicative of future stock price performance.


                                       25
<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

      The following selected historical consolidated financial data are
qualified by reference to, and should be read in conjunction with the
consolidated financial statements and the related notes thereto, appearing
elsewhere in this report, as well as Item 7 of this report.
<TABLE>
<S>                            <C>              <C>         <C>           <C>           <C>
Statements of Operations      2010             2009        2008           2007         2006
------------------------      ----             ----        ----           ----         ----

Rent and grant revenue
   and other             $   153,300           80,093   $    5,065      $  57,043     $125,457
Operating expenses:
Research and development  11,911,626        6,011,750    4,101,563      2,528,528    1,896,976
Depreciation and
  amortization               516,117          417,205      215,060        176,186      170,903
General and
  administrative           6,285,810        5,671,595    5,200,735      6,704,538     3,406,774
Gain (loss) on
  derivative instruments  28,843,772      (28,491,650)   1,799,393        868,182     2,325,784

Other costs of financing           -                -             -             -    (4,791,548)
Interest income              362,236                -       483,252       562,973        92,487
Interest expense            (162,326)        (397,923)     (473,767)   (1,708,603)     (216,737)
                         -----------      -----------    ----------    ----------    ----------
Net income (loss)         10,483,429      (40,910,030)   (7,703,415)   (9,629,657)   (7,939,210)
                         -----------      -----------    ----------    ----------    ----------
Modification of warrants  (1,532,456)        (490,728)     (424,815)            -             -
                         -----------      -----------    ----------    ----------    ----------
Net income (loss)
  available to common
  shareholders           $ 8,950,973      (41,400,758)   (8,128,230)   (9,629,657)   (7,939,210)
                         -----------      -----------    ----------    ----------    ----------

Statements of Operations

Net income (loss) per
  common share
    Basic                $      0.04      $     (0.31)   $    $0.07)   $    $0.10)  $    ($0.10)
    Diluted              $      0.05      $     (0.31)   $    $0.07)   $    $0.10)  $    ($0.11)

Weighted average common
  shares outstanding
    Basic                202,102,859      133,535,050   117,060,866    97,310,488    78,971,290
    Diluted (1)          226,277,913      133,535,050   117,060,866    97,310,488    93,834,078
Balance Sheets           -----------      -----------    ----------    ----------    ----------



Statements of Operations      2010             2009        2008           2007         2006
------------------------      ----             ----        ----          ----         ----

Working capital           25,799,304      $34,339,772   $(2,492,555)   10,257,568    $7,109,879

Total assets             37,804,985        46,027,598    14,683,672    20,730,802     9,653,277
Derivative instruments -
   current (2)              424,286                 -     3,018,697       782,732     1,670,234
Derivative instruments -
   noncurrent (2)         6,521,765        35,113,970             -     4,831,252     8,645,796
Total liabilities         9,950,220        37,186,954     3,847,637     6,060,703    10,583,878
Stockholders' equity
   (deficit)             27,854,765         8,840,644    10,836,035    14,670,099      (930,601)

</TABLE>

                                       26
<PAGE>

(1) The calculation of diluted earnings per share for the years ended September
    30, 2009, 2008 and 2007 excluded the potentially dilutive shares because
    their effect would have been anti-dilutive.

(2) Included in total liabilities.

     No dividends  have been  declared on CEL-SCI's  common stock.  However,  in
December  2007,  warrants  held by third parties were  extended,  resulting in a
$424,815 charge,  which was treated as a deemed dividend and is shown as such in
the consolidated  financial statements.  In the third and fourth quarters of the
fiscal year ended September 30, 2009,  additional  shares were issued and others
extended in accordance with previous financings, resulting in a $490,728 charge,
which was treated as a deemed dividend and is shown as such in the  consolidated
financial  statements.  In March 2010, CEL-SCI  temporarily reduced the exercise
price  of the  Series M  Warrants,  increasing  the  value  of the  warrants  by
$1,432,456.  In August 2010,  CEL-SCI  amended the Series M warrants  held by an
investor,  increasing  the value of those  warrants  by  $100,000.  For  further
discussion, see Note 10. No actual dividends were paid to shareholders.

      CEL-SCI's net income (losses) available to common shareholders for each
fiscal quarter during the two years ended September 30, 2010 were:

                                          Net income  (loss) per share
                     Net income           ----------------------------
Quarter                (loss)              Basic             Diluted
-------              ------------          -----             -------

12/31/2008         $ (2,173,513)           $(0.02)           $(0.02)
  3/31/2009        $ (2,117,280)           $(0.02)           $(0.02)
  6/30/2009        $ (6,705,731)           $(0.05)           $(0.05)
  9/30/2009        $(30,404,234)           $(0.19)           $(0.19)

12/31/2009         $ 19,159,517            $ 0.10            $ 0.02
  3/31/2010        $ (2,176,975)           $(0.01)           $(0.03)
  6/30/2010        $   (601,124)           $(0.00)           $(0.01)
  9/30/2010        $ (7,330,445)           $(0.04)           $(0.04)

First three quarters of fiscal year 2009 as adjusted.

CEL-SCI has experienced large swings in its quarterly gains and losses in 2010
and 2009. These swings are caused by the changes in the fair value of the
convertible debt and warrants each quarter. These changes in the fair value of
the convertible debt and warrants are recorded on the consolidated statements of
operations. In addition, the cost of options granted to consultants, as
discussed in the results of operations in this report, has affected the
quarterly losses recorded by CEL-SCI.

ITEM 7.   MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION  AND
          RESULTS OF OPERATIONS

      The following discussion should be read in conjunction with the
consolidated financial statements and the related notes thereto appearing
elsewhere in this report.

      CEL-SCI's most advanced product, Multikine, which is cleared for a Phase
III clinical trial in the U.S. and in Canada, is being developed for the
treatment of cancer.

                                       27
<PAGE>

      CEL-SCI also owns a pre-clinical technology called L.E.A.P.S. (Ligand
Epitope Antigen Presentation System).

      All of CEL-SCI's projects are under development. As a result, CEL-SCI
cannot predict when it will be able to generate any revenue from the sale of any
of its products.

      Since inception, CEL-SCI has financed its operations through the issuance
of equity securities, convertible notes, loans and certain research grants.
CEL-SCI's expenses will likely exceed its revenues as it continues the
development of Multikine and brings other drug candidates into clinical trials.
Until such time as CEL-SCI becomes profitable, any or all of these financing
vehicles or others may be utilized to assist CEL-SCI's capital requirements.

Results of Operations

Fiscal 2010

      During the year ended September 30, 2010, research and development
expenses increased by $5,899,876 compared to the year ended September 30, 2009.
This increase was due to continuing expenses relating to the preparation for the
Phase III clinical trial on Multikine.

      During the year ended September 30, 2010, general and administrative
expenses increased by $614,215 compared to the year ended September 30, 2009,
primarily due to legal fees caused by the Iroquois lawsuit.

      Interest income during the year ended September 30, 2010 increased by
$362,236 compared to the year ended September 30, 2009. The increase was due to
the greater amount of capital CEL-SCI had for investment in money market funds.

      The gain on derivative instruments of $28,843,772 for the year ended
September 30, 2010, was the result of the change in the fair value of the
derivative liabilities on the balance sheet. The Series A-E warrants issued in
conjunction with several financings during the fiscal year ended September 30,
2009, as well as others are considered derivative liabilities and must be valued
at the end of each period. The fluctuation of the price of CEL-SCI's common
stock is a major cause of derivative gains or losses.

      The interest expense of $162,326 for the year ended September 30, 2010 was
interest on the related party loan. Previous years included amortization of the
Series K discount and the premium on the related party loan.

Fiscal 2009

      During the year ended September 30, 2009, research and development
expenses increased by $1,910,187 compared to the year ended September 30, 2008.
This increase was due to continuing expenses relating to the preparation for the
Phase III clinical trial on Multikine.

                                       28
<PAGE>

      During the year ended September 30, 2009, general and administrative
expenses increased by $470,860 compared to the year ended September 30, 2008,
primarily because of an increase in the Codification 718-10-30-3 "Share Based
Payment" costs of approximately $1,138,062. The Codification 718-10-30-3 "Share
Based Payment" cost is a non-cash charge. This increase was primarily offset by
a reduction in travel costs ($51,349), shareholder costs ($82,983) and
presentation costs ($242,497).

      Interest income during the year ended September 30, 2009 decreased by
$483,252 compared to the year ended September 30, 2008. The decrease was due to
lower interest rates and a decline in the funds available to invest, until the
later part of the year.

      The loss on derivative instruments of $28,491,650 for the year ended
September 30, 2009, was the result of the change in fair value of the Series A-E
Warrants as well as the Series K Notes and Series K Warrants during the period.
The Series A-E warrants issued in conjunction with several financings are
considered derivative liabilities and must be valued at the end of each period.
The fair value of these warrants was calculated to be $29,741,372 at September
30, 2009. In addition, the remaining Series K warrants were valued at $5,372,598
at September 30, 2009. This loss was due to three factors: 1) an increase in the
Company's share price, and 2) the repricing of the Series K notes to $0.40 as a
result of the June 2009 financing, and 3) the resulting increase in the number
of shares and warrants owned by the Series K investors.

      The interest expense of $397,923 for the year ended September 30, 2009 was
composed of five elements: 1) amortization of the Series K discount and short
term loan discount ($438,980), 2) interest paid and accrued on the Series K debt
($115,559), 3) other interest ($81,602), 4) interest on the short term loan
($279,158), and net of 5) amortization of loan premium $517,376. This represents
a decrease of $75,844 from the year ended September 30, 2008 due to the cost of
the warrants issued to the short term note holder, a noncash cost. The
corresponding amounts for the year ended September 30, 2008 are: 1) $249,106, 2)
$217,140, 3) $7,521, 4) $0, and 5) $0.

Research and Development Expenses

      During the five years ended September 30, 2010 CEL-SCI's research and
development efforts involved Multikine and LEAPS. The table below shows the
research and development expenses associated with each project during this
five-year period.

                   2010         2009         2008        2007          2006
                   ----         ----         ----        ----          ----

MULTIKINE      $10,868,046   $5,281,999   $3,765,258   $2,217,108   $1,656,362
LEAPS            1,043,580      729,751      336,305      311,420      240,614
               -----------   ----------   ----------   ----------   ----------

      TOTAL    $11,911,626   $6,011,750   $4,101,563   $2,528,528   $1,896,976
               ===========   ==========   ==========   ==========   ==========


                                       29
<PAGE>

      In January 2007, FDA gave the go-ahead for the Phase III clinical trial
which had earlier been cleared by the Canadian regulatory agency, the Biologics
and Genetic Therapies Directorate.

      As explained in Item 1 of this report, as of September 30, 2010, CEL-SCI
was involved in a number of pre-clinical studies with respect to its LEAPS
technology. As with Multikine, CEL-SCI does not know what obstacles it will
encounter in future pre-clinical and clinical studies involving its LEAPS
technology. Consequently, CEL-SCI cannot predict with any certainty the funds
required for future research and clinical trials and the timing of future
research and development projects.

      Clinical and other studies necessary to obtain regulatory approval of a
new drug involve significant costs and require several years to complete. The
extent of CEL-SCI's clinical trials and research programs are primarily based
upon the amount of capital available to CEL-SCI and the extent to which CEL-SCI
has received regulatory approvals for clinical trials. The inability of CEL-SCI
to conduct clinical trials or research, whether due to a lack of capital or
regulatory approval, will prevent CEL-SCI from completing the studies and
research required to obtain regulatory approval for any products which CEL-SCI
is developing. Without regulatory approval, CEL-SCI will be unable to sell any
of its products.

Liquidity and Capital Resources

      CEL-SCI has had only limited revenues from operations since its inception
in March l983. CEL-SCI has relied primarily upon proceeds realized from the
public and private sale of its common and preferred stock and convertible notes
to meet its funding requirements. Funds raised by CEL-SCI have been expended
primarily in connection with the acquisition of an exclusive worldwide license
to, and later purchase of, certain patented and unpatented proprietary
technology and know-how relating to the human immunological defense system,
patent applications, the repayment of debt, the continuation of research and
development sponsored by CEL-SCI, administrative costs and construction of
laboratory facilities. Inasmuch as CEL-SCI does not anticipate realizing
revenues until such time as it enters into licensing arrangements regarding the
technology and know-how licensed to it (which could take a number of years),
CEL-SCI is mostly dependent upon the proceeds from the sale of its securities to
meet all of its liquidity and capital resource requirements.

      In August 2007, CEL-SCI leased a building near Baltimore, Maryland. The
building, which consists of approximately 73,000 square feet, has been remodeled
in accordance with CEL-SCI's specifications so that it can be used by CEL-SCI to
manufacture Multikine for CEL-SCI's Phase III clinical trials and sales of the
drug if approved by the FDA. The lease expires on October 31, 2028, and requires
annual base rent payments of approximately $1,667,000 during the twelve months
ending October 31, 2011. See Item 2 of this report for more information
concerning the terms of this lease.

     In August 2006,  CEL-SCI  sold Series K  convertible  notes,  plus Series K
warrants,  to  independent  private  investors  for  $8,300,000.  The notes were

                                       30
<PAGE>

convertible  into shares of CEL-SCI's  common stock.  On August 31, 2009, all of
the Series K notes had either been repaid or had been  converted  into shares of
CEL-SCI's common stock.

      As of November 30, 2010, 9,208,642 Series K warrants had been exercised.
The remaining Series K warrants allow the holders to purchase up to 2,638,163
shares of CEL-SCI's common stock at a price of $0.40 per share at any time prior
to February 4, 2012. If CEL-SCI sells any additional shares of common stock, or
any securities convertible into common stock at a price below the $0.40, the
warrant exercise price will be lowered to the price at which the shares were
sold or the lowest price at which the securities are convertible, as the case
may be.

      One of the Series K note holders, Iroquois Master Fund Ltd., has indicated
that it believes the conversion price of the Series K notes, as well as the
exercise price of the Series K warrants, should be $0.20 as opposed to $0.40. It
is CEL-SCI's position that the correct conversion price was $0.40 and the
correct exercise price of the warrants is $0.40.

      On October 21, 2009, Iroquois filed suit against CEL-SCI. In its
complaint, alleging breach of contract, breach of fiduciary duty, conversion,
and negligence, Iroquois seeks actual and punitive damages, the issuance by
CEL-SCI of additional shares and warrants, and a ruling by the court that the
conversion price of the notes and the exercise price of the warrants are both
$0.20. See Item 3 of this report for further information.

      On August 18, 2008, CEL-SCI sold 1,383,389 shares of common stock and
2,075,084 warrants in a private financing for $1,037,500. The shares were sold
at $0.75, a significant premium over the closing price of CEL-SCI's common
stock. In June 2009, an additional 1,166,667 shares and 1,815,698 warrants were
issued to the investors. Each warrant entitles the holder to purchase one share
of CEL-SCI's common stock at a price of $0.40 per share at any time prior to
August 18, 2014.

      On March 6, 2009, CEL-SCI sold 3,750,000 Units as further consideration
under a licensing agreement to Byron Biopharma at a price of $0.20 per Unit
totaling $750,000. Each Unit consisted of one share of CEL-SCI's common stock
and two warrants. Each warrant entitles the holder to purchase one share of
CEL-SCI's common stock at a price of $0.25 per share. The warrants are
exercisable at any time prior to March 6, 2016.

      Between June 23 and July 8, 2009, CEL-SCI sold 15,349,346 shares of its
common stock at a price of $0.40 per share totaling $6,139,739. The investors in
this offering also received 10,284,060 Series A warrants. Each Series A warrant
entitles the holder to purchase one share of CEL-SCI's common stock. The Series
A warrants may be exercised at any time on or after December 24, 2009 and on or
prior to December 24, 2014 at a price of $0.50 per share. As of November 30,
2010, 8,813,088 Series A warrants had been exercised. The remaining Series A
warrants allow the holders to purchase up to 1,470,972 shares of CEL-SCI's
common stock. As of September 30, 2010, the fair value of the warrants was
determined to be $676,647.

     On July 31,  2009,  CEL-SCI  borrowed  $2,000,000  from  two  institutional
investors.  The loans  were  repaid on  September  29,  2009.  The Series B note
holders also received  Series B warrants  which allow the holders to purchase up

                                       31
<PAGE>

to 500,000 shares of CEL-SCI's  common stock at a price of $0.68 per share.  The
Series B warrants  may be exercised at any time on or after March 3, 2010 and on
or prior to March 3, 2015. The fair value of these warrants was determined to be
$245,000 at the time of  issuance.  This cost was  expensed at the time the loan
was  repaid.  As of  September  30,  2010,  the fair value of the  warrants  was
determined to be $220,000.

      On August 20, 2009, CEL-SCI sold 10,784,435 shares of its common stock to
a group of private investors for $4,852,995 or $0.45 per share. The investors
also received Series C warrants which entitle the investors to purchase
5,392,217 shares of CEL-SCI's common stock. The Series C warrants may be
exercised at any time on or after February 20, 2010 and on or prior to February
20, 2015 at a price of $0.55 per share. As of September 30, 2010, the fair value
of the warrants was determined to be $2,480,420.

      On September 21, 2009, CEL-SCI Corporation sold 14,285,715 shares of its
common stock to a group of private investors for $20,000,000 or $1.40 per share.
The investors also received Series D warrants which entitle the investors to
purchase up to 4,714,284 shares of CEL-SCI's common stock. The Series D warrants
may be exercised at any time prior to September 21, 2011, at a price of $1.50
per share. As of September 30, 2010, the fair value of the Series D warrants was
determined to be $424,286. In addition, the broker for the placement agent
received 714,286 Series E warrants. The Series E warrants may be exercised at
any time prior to August 12, 2014, at a price of $1.75. As of September 30,
2010, the fair value of the Series E warrants was determined to be $235,714.

      On December 10, 2010 CEL-SCI entered into a sales agreement with McNicoll
Lewis & Vlak LLC relating to the sale of shares of its common stock which have
been registered by means of a shelf registration statement CEL-SCI filed with
the Securities and Exchange Commission in July 2009. In accordance with the
terms of the sales agreement, CEL-SCI may offer and sell shares of its common
stock through McNicoll Lewis & Vlak acting as CEL-SCI's agent.

      Under the terms of the sales agreement, CEL-SCI may also sell its common
stock to McNicoll Lewis & Vlak, as principal for its own account, at a price
negotiated at the time of sale.

      Sales of CEL-SCI's common stock, if any, may be made in sales deemed to be
"at-the-market" equity offerings as defined in Rule 415 of the Securities and
Exchange Commission, including sales made directly on or through the NYSE Amex,
the existing trading market for CEL-SCI's common stock, sales made to or through
a market maker other than on an exchange or otherwise, in negotiated
transactions at market prices prevailing at the time of sale or at prices
related to such prevailing market prices, and/or any other method permitted by
law. CEL-SCI is not required to sell any shares to McNicoll Lewis & Vlak and
McNicoll Lewis & Vlak is not required to sell any shares on CEL-SCI's behalf or
purchase any of CEL-SCI's shares for its own account.



                                       32
<PAGE>

      McNicoll Lewis & Vlak will be entitled to a commission in an amount equal
to the greater of 3% of the gross proceeds from each sale of the shares, or
$0.025 for each share sold, provided, that, in no event will McNicoll Lewis &
Vlak receive a commission greater than 8.0% of the gross proceeds from the sale
of the shares. In connection with the sale of the common stock on CEL-SCI's
behalf, McNicoll Lewis & Vlak may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended, and the compensation of
McNicoll Lewis & Vlak may be deemed to be underwriting commissions or discounts.

      Between December 2008 and June 2009, Maximilian de Clara, CEL-SCI's
President and a director, loaned CEL-SCI $1,104,057. The loan was initially
payable at the end of March 2009, but was extended to the end of June 2009. At
the time the loan was due, and in accordance with the loan agreement, CEL-SCI
issued Mr. de Clara a warrant which entitles Mr. de Clara to purchase 1,648,244
shares of CEL-SCI's common stock at a price of $0.40 per share. The warrant is
exercisable at any time prior to December 24, 2014. Although the loan was to be
repaid from the proceeds of CEL-SCI's recent financing, CEL-SCI's Directors
deemed it beneficial not to repay the loan and negotiated a second extension of
the loan with Mr. de Clara on terms similar to the June 2009 financing. Pursuant
to the terms of the second extension the note is now due on July 6, 2014, but,
at Mr. de Clara's option, the loan can be converted into shares of CEL-SCI's
common stock. The number of shares which will be issued upon any conversion will
be determined by dividing the amount to be converted by $0.40. As further
consideration for the second extension, Mr. de Clara received warrants which
allow Mr. de Clara to purchase 1,849,295 shares of CEL-SCI's common stock at a
price of $0.50 per share at any time prior to January 6, 2015. The loan from Mr.
de Clara bears interest at 15% per year and is secured by a lien on
substantially all of CEL-SCI's assets. CEL-SCI does not have the right to prepay
the loan without Mr. de Clara's consent.

      Between July 29, 2009 and March 18, 2010, CEL-SCI received approximately
$14,900,000 from the exercise of stock options and other warrants (including a
number of CEL-SCI's Series A, J, K and L warrants) previously issued to private
investors.

      Inventory has increased significantly in the fiscal year ended September
30, 2010. CEL-SCI has been purchasing supplies for the manufacturing of
Multikine in order to begin the Phase III trial. In addition, prepaids have
increased with the purchase of insurance for the Phase III trials.

Future Capital Requirements

      Other than funding operating losses, funding its research and development
program, and paying its liabilities, CEL-SCI does not have any material capital
commitments. Material future liabilities as of September 30, 2010 are as
follows:

Contractual Obligations:
<TABLE>

<S>                      <C>         <C>        <C>        <C>        <C>          <C>           <C>
                                              Years  Ending September 30,
                                     ---------------------------------------------------------------------------
                         Total       2011        2012        2013        2014         2015     2015 & thereafter
                         -----       ----        ----        ----        ----         ----     -----------------
Operating Leases     $35,250,284  $1,903,471  $1,896,205  $1,855,889  $1,579,931  1,572,839      $26,441,949
Employment Contracts  $2,730,152   1,202,250     797,166     730,736          --         --               --
</TABLE>

                                       33
<PAGE>

      For additional information on employment contracts, see Item 11 of this
report.

      In addition, CEL-SCI has an additional contract with a consultant for a
nine-month period ending in fiscal year 2011. This contract totals approximately
$45,000.

      Further, CEL-SCI has contingent obligations with vendors for work that
will be completed in relation to the Phase III trial. The timing of these
obligations cannot be determined at this time. The amount of these obligations
for the Phase III trial is approximately $27 million with the net cost to
CEL-SCI being between $25 - $26 million.

      CEL-SCI believes that its capital will allow it to enroll the patients in
the Phase III clinical trial. CEL-SCI will need to raise additional funds,
either through its existing warrants/options, through a debt or equity financing
or a partnering arrangement, to complete the Phase III trial and bring Multikine
to market. CEL-SCI management believes that all of the above will be much easier
than it used to be in the past since CEL-SCI will be involved in a very large
Phase III clinical trial for an unmet medical need and should therefore be more
attractive as an investment.

      Clinical and other studies necessary to obtain regulatory approval of a
new drug involve significant costs and require several years to complete. The
extent of CEL-SCI's clinical trials and research programs are primarily based
upon the amount of capital available to CEL-SCI and the extent to which CEL-SCI
has received regulatory approvals for clinical trials. The inability of CEL-SCI
to conduct clinical trials or research, whether due to a lack of capital or
regulatory approval, will prevent CEL-SCI from completing the studies and
research required to obtain regulatory approval for any products which CEL-SCI
is developing. Without regulatory approval, CEL-SCI will be unable to sell any
of its products.

       In the absence of revenues, CEL-SCI will be required to raise additional
funds through the sale of securities, debt financing or other arrangements in
order to continue with its research efforts. However, there can be no assurance
that such financing will be available or be available on favorable terms.
Ultimately, CEL-SCI must complete the development of its products, obtain
appropriate regulatory approvals and obtain sufficient revenues to support its
cost structure.

      Since all of CEL-SCI's projects are under development CEL-SCI cannot
predict with any certainty the funds required for future research and clinical
trials, the timing of future research and development projects, or when it will
be able to generate any revenue from the sale of any of its products.

      CEL-SCI's cash flow and earnings are subject to fluctuations due to
changes in interest rates on its certificates of deposit, and, to an immaterial
extent, foreign currency exchange rates.

Critical Accounting Policies

     CEL-SCI's significant  accounting policies are more fully described in Note
1 to the  consolidated  financial  statements  included as part of this  report.
However, certain accounting policies are particularly important to the portrayal
of financial  position and results of operations and require the  application of


                                       34
<PAGE>

significant  judgments by management.  As a result,  the consolidated  financial
statements are subject to an inherent degree of  uncertainty.  In applying those
policies,  management uses its judgment to determine the appropriate assumptions
to be used in the determination of certain estimates.  These estimates are based
on CEL-SCI's historical experience,  terms of existing contracts,  observance of
trends in the industry  and  information  available  from  outside  sources,  as
appropriate. CEL-SCI's significant accounting policies include:

      Patents - Patent expenditures are capitalized and amortized using the
straight-line method over 17 years. In the event changes in technology or other
circumstances impair the value or life of the patent, appropriate adjustment in
the asset value and period of amortization is made. An impairment loss is
recognized when estimated future undiscounted cash flows expected to result from
the use of the asset, and from disposition, is less than the carrying value of
the asset. The amount of the impairment loss is the difference between the
estimated fair value of the asset and its carrying value.

      Stock Options and Warrants - Codification 718-10-30-3 requires companies
to recognize expense associated with share based compensation arrangements,
including employee stock options, using a fair value-based option pricing model.
Codification 718-10-30-3 applies to all transactions involving issuance of
equity by a company in exchange for goods and services, including employees.
Using the modified prospective transition method of adoption, CEL-SCI reflected
compensation expense in its financial statements beginning October 1, 2005. The
modified prospective transition method does not require restatement of prior
periods to reflect the impact of Codification 718-10-30-3. As such, compensation
expense is recognized for awards that were granted, modified, repurchased or
cancelled on or after October 1, 2005.

      Options to non-employees are accounted for in accordance with Codification
505-50-S99-1 Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services.
Accordingly, compensation is recognized when goods or services are received and
is measured using the Black-Scholes valuation model. The Black-Scholes model
requires CEL-SCI's management to make assumptions regarding the fair value of
the options at the date of grant and the expected life of the options.

     Asset Valuations and Review for Potential Impairments - CEL-SCI reviews its
fixed assets,  intangibles and deferred rent every fiscal  quarter.  This review
requires that CEL-SCI make  assumptions  regarding the value of these assets and
the  changes in  circumstances  that would  affect the  carrying  value of these
assets. If such analysis indicates that a possible impairment may exist, CEL-SCI
is then  required  to  estimate  the fair  value of the  asset  and,  as  deemed
appropriate,  expense all or a portion of the asset.  The  determination of fair
value  includes  numerous  uncertainties,  such as the impact of  competition on
future  value.  CEL-SCI  believes  that it has  made  reasonable  estimates  and
judgments  in  determining  whether its  long-lived  assets have been  impaired;
however,  if  there  is a  material  change  in  the  assumptions  used  in  its
determination  of fair  values  or if there is a  material  change  in  economic

                                       35
<PAGE>

conditions or circumstances influencing fair value, CEL-SCI could be required to
recognize certain  impairment charges in the future. As a result of the reviews,
no changes in asset values were required.

      Prepaid Expenses and Inventory--Inventory consists of bulk purchases of
laboratory supplies used on a daily basis in the lab and items that will be used
for future production. The items in inventory are expensed when used in
production or daily activity as Research and Development expenses. These items
are disposables and consumables and can be used for both the manufacturing of
Multikine for clinical studies and in the laboratory for quality control and
bioassay use. They can be used in training, testing and daily laboratory
activities. Prepaid expenses are payments for services over a long period and
are expensed over the time period for which the service is rendered.

      Derivative Instruments--CEL-SCI enters into financing arrangements that
consist of freestanding derivative instruments or hybrid instruments that
contain embedded derivative features. CEL-SCI accounts for these arrangement in
accordance with Codification 815-10-50, "Accounting for Derivative Instruments
and Hedging Activities", "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock", as well as
related interpretations of these standards. In accordance with accounting
principles generally accepted in the United States ("GAAP"), derivative
instruments and hybrid instruments are recognized as either assets or
liabilities in the statement of financial position and are measured at fair
value with gains or losses recognized in earnings or other comprehensive income
depending on the nature of the derivative or hybrid instruments. Embedded
derivatives that are not clearly and closely related to the host contract are
bifurcated and recognized at fair value with changes in fair value recognized as
either a gain or loss in earnings if they can be reliably measured. When the
fair value of embedded derivative features cannot be reliably measured, CEL-SCI
measures and reports the entire hybrid instrument at fair value with changes in
fair value recognized as either a gain or loss in earnings. CEL-SCI determines
the fair value of derivative instruments and hybrid instruments based on
available market data using appropriate valuation models, giving consideration
to all of the rights and obligations of each instrument and precluding the use
of "blockage" discounts or premiums in determining the fair value of a large
block of financial instruments. Fair value under these conditions does not
necessarily represent fair value determined using valuation standards that give
consideration to blockage discounts and other factors that may be considered by
market participants in establishing fair value.

Accounting Pronouncements

      In March 2008, the FASB issued Codification 815-20-50-1, "Disclosures
about Derivative Instruments and Hedging Activities - an amendment of FASB
Statement No. 133", which changes disclosure requirements for derivative
instruments and hedging activities. The statement is effective for periods
ending on or after November 15, 2008, with early application encouraged. CEL-SCI
has adopted this statement with no effect on its consolidated financial
statements.

     In June 2008, the FASB  finalized  Codification  815-40-15-7,  "Determining
Whether an  Instrument  (or  Embedded  Feature)  is Indexed to an  Entity's  Own
Stock".  The EITF lays out a procedure to determine  if the debt  instrument  is
indexed  to its own  common  stock.  The  EITF is  effective  for  fiscal  years


                                       36
<PAGE>

beginning  after December 15, 2008.  CEL-SCI has adopted this  codification  and
reviewed all outstanding options and warrants as of October 1, 2009. See Note 11
in the financial statements included as part of this report for a discussion.

      In September 2008, the FASB staff issued Codification 815-10-50-1A,
"Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of
FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the
Effective Date of FASB Statement No. 161". The codification applies to credit
derivatives within the scope of Statement 133 and hybrid instruments that have
embedded credit derivatives. It deals with disclosures related to these
derivatives and is effective for reporting periods ending after November 15,
2008. It also clarifies the effective date of Codification 815-20-50-1 as any
reporting period beginning after November 15, 2008. CEL-SCI has adopted this
codification and it had no impact on its consolidated financial statements.

      In April 2009, the FASB issued Codification 825-10-65-1, "Interim
Disclosures about Fair Value of Financial Instruments". The codification amends
FASB Statement No. 107, "Disclosures about Fair Values of Financial
Instruments", to require disclosures about fair values of financial instruments
for interim reporting periods of publicly traded companies as well as in annual
financial statements. The codification also amends APB Opinion No. 28, "Interim
Financial Reporting", to require those disclosures in summarized financial
information at interim reporting periods. This Codification topic became
effective for interim and annual reporting periods ending after June 15, 2009.
CEL-SCI adopted this codification in the quarter ended June 30, 2009. There was
no significant impact from this adoption on CEL-SCI's consolidated financial
statements.

      In May 2009, the FASB issued Codification 855-10-50, "Subsequent Events",
which establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before the financial statements are
issued or are available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date. The codification establishes the period after the balance sheet date
during which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition or disclosure in the
financial statements, the circumstances under which an entity should recognize
events or transactions occurring after the balance sheet date in its financial
statements and the disclosures that an entity should make about events or
transactions that occurred after the balance sheet date. The codification became
effective for CEL-SCI for the period ended June 30, 2009 and is to be applied
prospectively. The impact of the adoption was not significant.

      In January 2010, the FASB amended Codification 820-10, "Improving
Disclosures about Fair Value Measurement", effective for interim periods
beginning after December 15, 2009. This amendment changes disclosures required
for interim and annual periods with respect to fair value measurements. CEL-SCI
has adopted the change in the disclosure requirements and the effect was
immaterial.


                                       37
<PAGE>


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

      Market risk is the potential change in an instrument's value caused by,
for example, fluctuations in interest and currency exchange rates. CEL-SCI
enters into financing arrangements that are or include freestanding derivative
instruments or that are, or include, hybrid instruments that contain embedded
derivative features. CEL-SCI does not enter into derivative instruments for
trading purposes. Additional information is presented in the notes to
consolidated financial statements. The fair value of these instruments is
affected primarily by volatility of the trading prices of the CEL-SCI's common
stock. For three years ended September 30, 2010, CEL-SCI recognized a gain or
(loss) of $28,843,772, $(28,491,650) and $1,799,393, respectively, resulting
from changes in fair value of derivative instruments. CEL-SCI has no exposure to
risks associated with foreign exchange rate changes because none of the
operations of CEL-SCI are transacted in a foreign currency. The interest risk on
investments on September 30, 2010 was considered immaterial due to the fact that
the interest rates at that time were nominal at best and CEL-SCI keeps its cash
and cash equivalents in short term maturities.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See the consolidated financial statements included with this Report.

ITEM  9.  CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

      Not applicable

ITEM 9A.   CONTROLS AND PROCEDURES

      Under the direction and with the participation of CEL-SCI's management,
including CEL-SCI's Chief Executive Officer and Chief Financial Officer, CEL-SCI
carried out an evaluation of the effectiveness of the design and operation of
its disclosure controls and procedures as of September 30, 2010. CEL-SCI
maintains disclosure controls and procedures that are designed to ensure that
information required to be disclosed in its periodic reports with the Securities
and Exchange Commission is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and regulations, and that such
information is accumulated and communicated to CEL-SCI's management, including
its principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure. CEL-SCI's disclosure
controls and procedures are designed to provide a reasonable level of assurance
of reaching its desired disclosure control objectives. Based on the evaluation,
the Chief Executive and Principal Financial Officer has concluded that CEL-SCI's
disclosure controls were effective as of September 30, 2010.

Management's Report on Internal Control Over Financial Reporting

      CEL-SCI's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the

                                       38
<PAGE>

effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of CEL-SCI's principal executive
officer and principal financial officer and implemented by CEL-SCI's Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
CEL-SCI's financial statements in accordance with U.S. generally accepted
accounting principles.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

      Geert Kersten, CEL-SCI's Chief Executive and Principal Financial Officer,
evaluated the effectiveness of CEL-SCI's internal control over financial
reporting as of September 30, 2010 based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or the COSO Framework. Management's
assessment included an evaluation of the design of CEL-SCI's internal control
over financial reporting and testing of the operational effectiveness of those
controls.

      Based on this evaluation, Mr. Kersten concluded that CEL-SCI's internal
control over financial reporting was effective as of September 30, 2010.

      There was no change in CEL-SCI's internal control over financial reporting
that occurred during the quarter ended September 30, 2010 that has materially
affected, or is reasonably likely to materially affect, CEL-SCI's internal
control over financial reporting.

     CEL-SCI's independent registered public accounting firm BDO USA, LLP has
issued an attestation report on CEL-SCI's internal control over financial
reporting.

ITEM 9B.  SUBMISSION OF MATTTERS TO A VOTE OF SECURITY HOLDERS

       The annual meeting of CEL-SCI's shareholders was held on July 16, 2010.
At the meeting the following persons were elected as directors for the upcoming
year:

                Name                      Votes For     Votes Withheld

            Maximilian de Clara           32,097,084     11,280,445
            Geert Kersten                 34,808,573       8,568,956
            Alexander Esterhazy           34,664,725       8,712,804
            C. Richard Kinsolving         35,236,897       8,140,632
            Peter R. Young                35,223,756       8,153,773

      At the meeting the following proposals were ratified by the shareholders.

            (1) to approve the adoption of CEL-SCI's 2010 Incentive Stock Option
Plan which provides that up to 2,000,000 shares of common stock may be issued
upon the exercise of options granted pursuant to the Incentive Stock Option
Plan;

                                       39
<PAGE>

            (2) to approve the adoption of CEL-SCI's 2010 Non-Qualified Stock
Option Plan which provides that up to 5,000,000 shares of common stock may be
issued upon the exercise of options granted pursuant to the Non-Qualified Stock
Option Plan;

            (3) to approve the adoption of CEL-SCI's 2010 Stock Bonus Plan which
provides that up to 2,000,000 shares of common stock may be issued to persons
granted stock bonuses pursuant to the Stock Bonus Plan;

            (4) to approve an amendment to CEL-SCI's Stock Compensation Plan to
provide for the issuance of up to 2,000,000 additional restricted shares of
common stock to CEL-SCI's directors, officers, employees and consultants for
services provided to the Company;

            (5) to ratify the appointment of BDO USA, LLP as CEL-SCI's
independent registered public accounting firm for the fiscal year ending
September 30, 2010.

            The following is a tabulation of votes cast with respect to these
proposals:

                              Votes
                -----------------------------------         Broker
 Proposal          For        Against      Abstain         Non-Votes
---------          ---        ------       -------         ---------

      1.       29,741,736    13,177,965    457,828        113,983,024
      2.       27,610,822    14,884,483    882,224        113,983,024
      3.       28,725,699    13,840,290    811,540        113,983,024
      4.       27,898,687    14,166,249  1,312,593        113,983,024
      5.       150,860,671   4,347,654   2,152,228                  0

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

Name                       Age    Position
-----                      ---    ---------

Maximilian de Clara         80    Director and President
Geert R. Kersten, Esq.      51    Director, Chief Executive Officer
                                   and Treasurer
Patricia B. Prichep         59    Senior Vice President of Operations and
                                   Secretary
Dr. Eyal Talor              54    Chief Scientific Officer
Dr. Daniel H. Zimmerman     69    Senior Vice  President  of Research,
Cellular Immunology
John Cipriano               68    Senior Vice President of Regulatory Affairs
Alexander G. Esterhazy      68       Director
Dr. C. Richard Kinsolving   73    Director
Dr. Peter R. Young          65    Director

      The directors of CEL-SCI serve in such capacity until the next annual
meeting of CEL-SCI's shareholders and until their successors have been duly
elected and qualified. The officers of CEL-SCI serve at the discretion of
CEL-SCI's directors.

                                       40
<PAGE>

      Mr. Maximilian de Clara, by virtue of his position as an officer and
director of CEL-SCI, may be deemed to be the "parent" and "founder" of CEL-SCI
as those terms are defined under applicable rules and regulations of the SEC.

      All of CEL-SCI's directors have served as directors for a significant
period of time. Consequently, their long-standing experience with CEL-SCI
benefits both CEL-SCI and its shareholders.

      The principal occupations of CEL-SCI's officers and directors, during the
past several years, are as follows:

      Maximilian de Clara has been a Director of CEL-SCI since its inception in
March l983, and has been President of CEL-SCI since July l983. Prior to his
affiliation with CEL-SCI, and since at least l978, Mr. de Clara was involved in
the management of his personal investments and personally funding research in
the fields of biotechnology and biomedicine. Mr. de Clara attended the medical
school of the University of Munich from l949 to l955, but left before he
received a medical degree. During the summers of l954 and l955, he worked as a
research assistant at the University of Istanbul in the field of cancer
research. For his efforts and dedication to research and development in the
fight against cancer and AIDS, Mr. de Clara was awarded the "Pour le Merit"
honorary medal of the Austrian Military Order "Merito Navale" as well as the
honor cross of the Austrian Albert Schweitzer Society.

      Geert Kersten has served in his current leadership role at CEL-SCI since
1995. Mr. Kersten has been with CEL-SCI since 1987. He has been involved in the
pioneering field of cancer immunotherapy for almost two decades and has
successfully steered CEL-SCI through many challenging cycles in the
biotechnology industry. Mr. Kersten also provides CEL-SCI with significant
expertise in the fields of finance and law and has a unique vision of how
Multikine will change the way cancer is treated. Prior to his association with
CEL-SCI, Mr. Kersten worked at the law firm of Finley & Kumble and worked at
Source Capital, an investment banking firm located in McLean, VA. He is a native
of Germany, and completed his studies in the U.S.
 Mr. Kersten completed his Undergraduate Degree in Accounting, received an
M.B.A. from George Washington University, and a law degree (J.D.) from American
University in Washington, DC.

      Patricia B. Prichep joined CEL-SCI in 1992 and has been CEL-SCI's Senior
Vice President of Operations since March 1994. Between December 1992 and March
1994, Ms. Prichep was CEL-SCI's Director of Operations. Ms. Prichep became
CEL-SCI's Corporate Secretary in May 2000. She is responsible for all day-to-day
operations of CEL-SCI, including human resources and is the liaison with the
auditing firm for financial reporting. Between June 1990 and December 1992, Ms.
Prichep was the Manager of Quality and Productivity for the NASD's Management,
Systems and Support Department where she was responsible for the internal
auditing and work flow analysis of operations. Between 1982 and 1990, Ms.
Prichep was Vice President and Operations Manager for Source Capital, Ltd. where
she was responsible for all operations and compliance for the company and was
licensed as a securities broker. Ms. Prichep received her B.A. from the
University of Bridgeport in Connecticut.

                                       41
<PAGE>

      Eyal Talor, Ph.D. joined CEL-SCI in October 1993. In October 2009, Dr.
Talor was promoted to Chief Scientific Officer. Prior to this promotion he was
the Senior Vice president of Research and Manufacturing since March of 1994. He
is a clinical immunologist with over 19 years of hands-on management of clinical
research and drug development for immunotherapy application; pre-clinical to
Phase III, in the biopharmaceutical industry. His expertise includes;
biopharmaceutical R&D and Biologics product development, GMP (Good Manufacturing
Practices), Quality Control testing, and the design and building of GMP
manufacturing and testing facilities. He served as Director of Clinical
Laboratories (certified by the State of Maryland) and has experience in the
design of clinical trials (Phase I - III) and GCP (Good Clinical Practices)
requirements. He also has broad experience in the different aspects of
biological assay development, analytical methods validation, raw material
specifications, and QC (Quality Control) tests development under FDA/GMP, USP,
and ICH guidelines. He has extensive experience in the preparation of
documentation for IND and other regulatory submissions. His scientific area of
expertise encompasses immune response assessment. He is the author of over 25
publications and has published a number of reviews on immune regulations in
relation to clinical immunology. Before coming to CEL-SCI, he was Director of
R&D and Clinical Development at CBL, Inc., Principal Scientist - Project
Director, and Clinical Laboratory Director at SRA Technologies, Inc. Prior to
that he was a full time faculty member at The Johns Hopkins University, Medical
Intuitions; School of Public Health. He holds two US patents; one on Multikine's
composition of matter and method of use in cancer, and one on a platform Peptide
technology (`Adapt') for the treatment of autoimmune diseases, asthma, allergy,
and transplantation rejection. He also has numerous product and process
inventions as well as a number of pending US and PCT patent applications. He
received his Ph.D. in Microbiology and Immunology from the University of Ottawa,
Ottawa, Ontario, Canada, and had post-doctoral training in clinical and cellular
immunology at The John Hopkins University, Baltimore, Maryland, USA. He holds an
Adjunct Associate teaching position at the Johns Hopkins University Medical
Institutions.

      Daniel H. Zimmerman, Ph.D., was CEL-SCI's Senior Vice President of
Cellular Immunology between 1996 and December 2008 and again since November
2009. He joined CEL-SCI in January 1996 as the Vice President of Research,
Cellular Immunology. Dr. Zimmerman founded CELL-MED, Inc. and was its president
from 1987-1995. From 1973-1987, Dr. Zimmerman served in various positions at
Electronucleonics, Inc. His positions included: Scientist, Senior Scientist,
Technical Director and Program Manager. Dr Zimmerman held various teaching
positions at Montgomery College between 1987 and 1995. Dr. Zimmerman holds over
a dozen US patents as well as many foreign equivalent patents. He is the author
of over 40 scientific publications in the area of immunology and infectious
diseases. He has been awarded numerous grants from NIH and DOD. From 1969-1973,
Dr. Zimmerman was a Senior Staff Fellow at NIH. For the following 25 years, he
continued on at NIH as a guest worker. Dr Zimmerman received a Ph.D. in
Biochemistry in 1969, a Masters in Zoology in 1966 from the University of
Florida and a B.S. in Biology from Emory and Henry College in 1963.

      John Cipriano, was CEL-SCI's Senior Vice President of Regulatory Affairs
between March 2004 and December 2008 and again since October 2009. Mr. Cipriano
brings to CEL-SCI over 30 years of experience in both biotech and pharmaceutical

                                       42
<PAGE>

companies. In addition, he held positions at the United States Food and Drug
Administration (FDA) as Deputy Director, Division of Biologics Investigational
New Drugs, Office of Biologics Research and Review and was the Deputy Director,
IND Branch, Division of Biologics Evaluation, Office of Biologics. Mr. Cipriano
completed his B.S. in Pharmacy from the Massachusetts College of Pharmacy in
Boston, Massachusetts and his M.S. in Pharmaceutical Chemistry from Purdue
University in West Lafayette, Indiana.

      Alexander G. Esterhazy has been a Director of CEL-SCI since December 1999
and has been an independent financial advisor since November 1997. Between July
1991 and October 1997, Mr. Esterhazy was a senior partner of Corpofina S.A.
Geneva, a firm engaged in mergers, acquisitions and portfolio management.
Between January 1988 and July 1991, Mr. Esterhazy was a managing director of DG
Bank in Switzerland. During this period Mr. Esterhazy was in charge of the
Geneva, Switzerland branch of the DG Bank, founded and served as vice president
of DG Finance (Paris) and was the President and Chief Executive officer of
DG-Bourse, a securities brokerage firm.

      C. Richard Kinsolving, Ph.D. has been a Director of CEL-SCI since April
2001. Since February 1999, Dr. Kinsolving has been the Chief Executive Officer
of BioPharmacon, a pharmaceutical development company. Between December 1992 and
February 1999, Dr. Kinsolving was the President of Immuno-Rx, Inc., a company
engaged in immuno-pharmaceutical development. Between December 1991 and
September 1995, Dr. Kinsolving was President of Bestechnology, Inc. a nonmedical
research and development company producing bacterial preparations for industrial
use. Dr. Kinsolving received his Ph.D. in Pharmacology from Emory University
(1970), his Masters degree in Physiology/Chemistry from Vanderbilt University
(1962), and his Bachelor's degree in Chemistry from Tennessee Tech. University
(1957).

      Peter R. Young, Ph.D. has been a Director of CEL-SCI since August 2002.
Dr. Young has been a senior executive within the pharmaceutical industry in the
United States and Canada for most of his career. Over the last 20 years he has
primarily held positions of Chief Executive Officer or Chief Financial Officer
and has extensive experience with acquisitions and equity financings. Since
November 2001, Dr. Young has been the President of Agnus Dei, LLC, which acts as
a partner in an organization managing immune system clinics which treat patients
with diseases such as cancer, multiple sclerosis and hepatitis. Since January
2003, Dr. Young has been the President and Chief Executive Officer of SRL
Technology, Inc., a company involved in the development of pharmaceutical (drug)
delivery systems. Between 1998 and 2001, Dr. Young was the Chief Financial
Officer of Adams Laboratories, Inc. Dr. Young received his Ph.D. in Organic
Chemistry from the University of Bristol, England (1969), and his Bachelor's
degree in Honors Chemistry, Mathematics and Economics also from the University
of Bristol, England (1966).

      All of CEL-SCI's officers devote substantially all of their time to
CEL-SCI's business.

      Alexander  G.  Esterhazy,  Dr. C.  Richard  Kinsolving  and Dr. Peter R.
Young are independent  directors as that term is defined in section 803 of the
listing standards of the NYSE Amex.

                                       43
<PAGE>

      CEL-SCI has an audit committee and compensation  committee.  The members
of the audit committee are Alexander G. Esterhazy,  Dr. C. Richard  Kinsolving
and  Dr.  Peter  Young.  Dr.  Peter  Young  serves  as the  audit  committee's
financial  expert.  The members of the  compensation  committee  are Alexander
Esterhazy, Dr. C. Richard Kinsolving and Dr. Peter Young.

      CEL-SCI's Board of Directors does not have a "leadership structure", as
such, since each director is entitled to introduce resolutions to be considered
by the Board and each director is entitled to one vote on any resolution
considered by the Board. CEL-SCI's Chief Executive Officer is not the Chairman
of CEL-SCI's Board of Directors.

      CEL-SCI's Board of Directors has the ultimate responsibility to evaluate
and respond to risks facing CEL-SCI. CEL-SCI's Board of Directors fulfills its
obligations in this regard by meeting on a regular basis and communicating, when
necessary, with CEL-SCI's officers.

      CEL-SCI has adopted a Code of Ethics which is applicable to CEL-SCI'S
principal executive, financial, and accounting officers and persons performing
similar functions. The Code of Ethics is available on CEL-SCI's website, located
at www.cel-sci.com.

      If a violation of this code of ethics act is discovered or suspected, the
Senior Officer must (anonymously, if desired) send a detailed note, with
relevant documents, to CEL-SCI's Audit Committee, c/o Dr. Peter Young, 5458
Beacon Hill Drive, Frisco, TX 75034.

      For purposes of electing directors at its annual meeting CEL-SCI does not
have a nominating committee or a committee performing similar functions.
CEL-SCI's Board of Directors does not believe a nominating committee is
necessary since CEL-SCI's Board of Directors is small and the Board of Directors
as a whole performs this function. CEL-SCI's Directors have adopted a policy
which provides that nominees to the Board of Directors are selected by a
majority vote of CEL-SCI's independent directors.

      CEL-SCI does not have any policy regarding the consideration of director
candidates recommended by shareholders since a shareholder has never recommended
a nominee to the Board of Directors. However, CEL-SCI's Board of Directors will
consider candidates recommended by shareholders. To submit a candidate for the
Board of Directors the shareholder should send the name, address and telephone
number of the candidate, together with any relevant background or biographical
information, to CEL-SCI's Chief Executive Officer, at the address shown on the
cover page of this report. The Board has not established any specific
qualifications or skills a nominee must meet to serve as a director. Although
the Board does not have any process for identifying and evaluating director
nominees, the Board does not believe there would be any differences in the
manner in which the Board evaluates nominees submitted by shareholders as
opposed to nominees submitted by any other person.

      CEL-SCI does not have a policy with regard to Board member's attendance at
annual meetings. All Board members, with the exception of Mr. de Clara and Mr.
Esterhazy, attended the last annual shareholder's meeting held on July 16, 2010.

                                       44
<PAGE>

      Holders of CEL-SCI's common stock can send written communications to
CEL-SCI's entire Board of Directors, or to one or more Board members, by
addressing the communication to "the Board of Directors" or to one or more
directors, specifying the director or directors by name, and sending the
communication to CEL-SCI's offices in Vienna, Virginia. Communications addressed
to the Board of Directors as whole will be delivered to each Board member.
Communications addressed to a specific director (or directors) will be delivered
to the director (or directors) specified.

      Security holder communications not sent to the Board of Directors as a
whole or to specified Board members are not relayed to Board members.

ITEM 11.  EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

      This Compensation Discussion and Analysis (CD&A) outlines CEL-SCI's
compensation philosophy, objectives and process for its executive officers. This
CD&A includes information on how compensation decisions are made, the overall
objectives of CEL-SCI's compensation program, a description of the various
components of compensation that are provided, and additional information
pertinent to understanding CEL-SCI's executive officer compensation program.

      The Compensation Committee determines the compensation of CEL-SCI's Chief
Executive Officer and President and delegates to the Chief Executive Officer the
responsibility to determine the base salaries of all officers other than himself
under the constraints of an overall limitation on the total amount of
compensation to be paid to them.

Compensation Philosophy

      CEL-SCI's compensation philosophy extends to all employees, including
executive officers, and is designed to align employee and shareholder interests.
The philosophy's objective is to pay fairly based upon the employee's position,
experience and individual performance. Employees may be rewarded through
additional compensation when CEL-SCI meets or exceeds targeted business
objectives. Generally, under CEL-SCI's compensation philosophy, as an employee's
level of responsibility increases, a greater portion of his or her total
potential compensation becomes contingent upon annual performance.

        A substantial portion of an executive's compensation incorporates
performance criteria that support and reward achievement of CEL-SCI's long term
business goals.

     The fundamental principles of CEL-SCI's compensation philosophy are
described below:

     o    Market-driven.  Compensation programs are structured to be competitive
          both in their design and in the total compensation that they offer.

     o    Performance-based.   Certain  officers  have  some  portion  of  their
          incentive   compensation   linked  to   CEL-SCI's   performance.   The

                                       45
<PAGE>

          application of performance  measures as well as the form of the reward
          may vary depending on the employee's position and responsibilities.

     Based on a review of its compensation programs, CEL-SCI does not believe
that such programs encourage any of its employees to take risks that would be
likely to have a material adverse effect on CEL-SCI. CEL-SCI reached this
conclusion based on the following:

     o    The salaries  paid to employees  are  consistent  with the  employees'
          duties and responsibilities.

     o    Employees who have high impact  relative to the  expectations of their
          job duties and functions are rewarded.

     o    CEL-SCI  retains  employees who have skills  critical to its long term
          success.

Review of Executive Officer Compensation

      CEL-SCI's current policy is that the various elements of the compensation
package are not interrelated in that gains or losses from past equity incentives
are not factored into the determination of other compensation. For instance, if
options that are granted in a previous year become underwater the next year, the
Committee does not take that into consideration in determining the amount of the
options or restricted stock to be granted the next year. Similarly, if the
options or restricted shares granted in a previous year become extremely
valuable, the Committee does not take that into consideration in determining the
options or restricted stock to be awarded for the next year.

      CEL-SCI does not have a policy with regard to the adjustment or recovery
of awards or payments if our relevant performance measures upon which they are
based are restated or otherwise adjusted in a manner that would reduce the size
of an award or payment.

Components of Compensation--Executive Officers

      CEL-SCI's executive officers are compensated through the following three
components:

     o    Base Salary
     o    Long-Term Incentives (stock options and/or grants of stock)
     o    Benefits

      These components provide a balanced mix of base compensation and
compensation that is contingent upon each executive officer's individual
performance. A goal of the compensation program is to provide executive officers
with a reasonable level of security through base salary and benefits. CEL-SCI
wants to ensure that the compensation programs are appropriately designed to
encourage executive officer retention and motivation to create shareholder
value. The Compensation Committee believes that CEL-SCI's stockholders are best
served when CEL-SCI can attract and retain talented executives by providing
compensation packages that are competitive but fair.

                                       46
<PAGE>

      In past  years,  base  salaries,  benefits  and  incentive  compensation
opportunities  were  generally  targeted  near the  median of  general  survey
market data  derived  from  indices  covering  similar  biotech/pharmaceutical
companies.  The  companies  included  Achillion  Pharmaceuticals,  Inc., Acura
Pharmaceutical,  Inc.,  Alimera  Sciences,  Inc.,  Amorfix Life Sciences Ltd.,
Antigenics,  Inc., ARCA biopharma (ARCA Discovery),  ARYx Therapeutics,  Inc.,
Avanir  Pharmaceuticals,  Bellus Health, Inc., Cadence  Pharmaceuticals,  Inc.
,Capstone  Therapeutics,  Chelsea Therapeutics,  Inc., Cortex Pharmaceuticals,
Inc., EpiCept Corp.,  EXACT Sciences Corp., Helix BioPharma,  IGI Laboratories
Inc.,  Inhibitex,  Inc.,  Isotechnika Pharma Inc., Medicis Technologies Corp.,
NeurogesX,  Inc.,  Novavax,  Inc.,  Orbus Pharma Inc.,  Orexigen  Therapeutics
Inc.,  OXiGENE,  Inc.,  Pharmacyclics,  Inc.,  Quest  PharmaTech  Inc.,  Reata
Pharmaceuticals,  Inc., Resverlogix Corp., SCOLR Pharma, Inc., StemCells, Inc.
and  Threshold  Pharmaceuticals,   Inc.  CEL-SCI  has  not  used  third  party
consultants to provide it with recommendations or reports.

 Base Salaries

      Base salaries generally have been targeted to be competitive when compared
to the salary levels of persons holding similar positions in other
pharmaceutical companies and other publicly traded companies of comparable size.
Each executive officer's respective responsibilities, experience, expertise and
individual performance are considered.

      A further consideration in establishing compensation for the senior
employees is their long term history with CEL-SCI. Taken into consideration are
factors that have helped CEL-SCI survive in times when it was financially
extremely weak, such as: willingness to accept salary cuts, willingness not to
be paid at all for extended time periods, and in general an attitude that helped
CEL-SCI survive during financially difficult times. For example, Geert Kersten,
Maximilian de Clara and Patricia Prichep were without any salary between
September 2008 and June 2009. Other senior members took substantial salary cuts,
all geared towards helping CEL-SCI survive. In all of these cases the officers
continued to work without any guarantee of payment.

Long-Term Incentives

      Stock grants and option grants help to align the interests of CEL-SCI's
employees with those of its shareholders. Options and stock grants are made
under CEL-SCI's Stock Option, Stock Bonus and Stock Compensation Plans. Options
are granted with exercise prices equal to the closing price of CEL-SCI's common
stock on the day immediately preceding the date of grant, with pro rata vesting
at the end of each of the following three years.

      CEL-SCI believes that grants of equity-based compensation:

     o    Enhance  the link  between  the  creation  of  shareholder  value  and
          long-term executive incentive compensation;
     o    Provide  focus,  motivation  and  retention  incentive;  and
     o    Provide competitive levels of total compensation.

                                       47
<PAGE>

     CEL-SCI's management believes that the pricing for biotechnology stocks is
highly inefficient until the time of product sales. As such any long term
compensation tied to progress as measured by share price is not as efficient as
it should be. However, CEL-SCI's Compensation Committee has not been able to
substitute a better measurement and therefore continues to believe that stock
grants and option grants best align the needs of the corporation and the
employee with those of the shareholders.

Benefits

      In addition to cash and equity compensation programs, executive officers
participate in the health and welfare benefit programs available to other
employees. In a few limited circumstances, CEL-SCI provides other benefits to
certain executive officers, such as car allowances.

      All executive officers are eligible to participate in CEL-SCI's 401(k)
plan on the same basis as its other employees. CEL-SCI matches 100% of each
employee's contribution up to the first 6% of his or her salary.

      The following table sets forth in summary form the compensation received
by (i) the Chief Executive Officer of CEL-SCI and (ii) by each other executive
officer of CEL-SCI who received in excess of $100,000 during the three fiscal
years ended September 30, 2010.

<TABLE>
<S>                        <C>     <C>       <C>        <C>       <C>       <C>             <C>
                                                                            All
                                                                           Other
                                                      Restric-             Annual
                                                     ted Stock   Option    Compen-
Name and Princi-         Fiscal   Salary     Bonus    Awards      Awards    sation
 pal Position             Year      (1)       (2)      (3)         (4)       (5)            Total
--------------------     ------   ------    ------    --------   -------   --------        ------

Maximilian de Clara,      2010   $363,000       --     $26,499   136,197    $102,219    $   627,882
President                 2009    334,720       --     267,000    380,121     83,274      1,065,114
                          2008    363,000       --     543,174    103,320     89,268      1,098,762

Geert R. Kersten,         2010    454,009  220,995      37,524    359,089     55,309      1,126,510
Chief Executive           2009    408,691       --      81,700    526,366     34,892      1,051,649
Officer and               2008    404,900       --     156,674    103,320     39,901        704,795
Treasurer

Patricia B. Prichep       2010    199,898       --      25,039    237,090      6,027        468,054
Senior Vice President     2009    174,913       --      41,603    235,467      4,225        456,208
of Operations and         2008    185,780       --      82,558     51,660      4,225        324,223
Secretary

Eyal Talor, Ph.D.         2010    239,868       --      28,872    237,090      6,027        511,857
Chief Scientific          2009    212,265       --      36,627    137,878      4,225        390,994
Officer                   2008    229,353       --      81,187     51,660      4,225        366,425


                                       48
<PAGE>

Daniel Zimmerman, Ph.D.   2010    165,800       --      15,857     64,455      5,027        251,139
Senior Vice President     2009     47,124       --      16,892        --         875         64,890
of Research. Cellular     2008    175,988       --      46,186     38,745      4,225        265,144
Immunology (6)

John Cipriano             2010    175,952       --       6,625    240,711         27        423,315
Senior Vice President     2009     48,594       --      15,840         --         25         64,458
of Regulatory Affairs(7)  2008    171,028       --      45,893     38,745         25         55,691
</TABLE>

(1)  The dollar value of base salary (cash and non-cash) earned. During three
     years ended September 30, 2010, $0.00, $0.00 and $18,730, respectively, of
     the total salaries paid to the persons shown in the table were paid in
     restricted shares of CEL-SCI's common stock.

      Information concerning the issuance of these restricted shares is shown in
the following table:

            Date Shares            Number of             Price
             Issued             Shares Issued           Per Share

             01/15/2008            36,020                $0.52

      On January 15, 2008 the amount of compensation satisfied through the
issuance of shares was determined by multiplying the number of shares issued by
the price per share. The price per share was equal to the closing price of
CEL-SCI's common stock on the date prior to the date the shares were issued.

(2) The dollar value of bonus (cash and non-cash) earned.

(3) During the periods covered by the table, the value of the shares of
    restricted stock issued as compensation for services to the persons listed
    in the table. In the case of Mr. de Clara, during the three years ended
    September 30, 2010, $0.00, $200,000 and $400,000, respectively, were paid in
    restricted shares of CEL-SCI's common stock which cannot be sold in the
    public market for a period of three years after the date of issuance. In the
    case of all other persons listed in the table, the shares were issued as
    CEL-SCI's contribution on behalf of the named officer to CEL-SCI's 401(k)
    retirement plan and restricted shares issued at the market price from the
    Stock Compensation Plan. The value of all stock awarded during the periods
    covered by the table are calculated in accordance with Codification
    718-10-30-3 requirements.

(4) The greatest part of the value in FY 2009 was derived from options awarded
    to employees who did not collect a salary, or reduced or deferred their
    salary between September 15, 2008 and June 30, 2009. For example, Mr. de
    Clara, Mr. Kersten and Ms. Prichep did not collect any salary between
    September 30, 2008 and June 30, 2009. The fair value of all stock options
    granted during the periods covered by the table are calculated on the grant
    date in accordance with Codification 718-10-30-3 requirements.

                                       49
<PAGE>

(5) All other compensation received that CEL-SCI could not properly report in
    any other column of the table including annual contributions or other
    allocations to vested and unvested defined contribution plans, and the
    dollar value of any insurance premiums paid by, or on behalf of, CEL-SCI
    with respect to term life insurance for the benefit of the named executive
    officer, and the full dollar value of the remainder of the premiums paid by,
    or on behalf of, CEL-SCI. Includes board of directors fees for Mr. de Clara
    and Mr. Kersten.

(6) Dr. Zimmerman was CEL-SCI's Senior Vice President of Research, Cellular
    Immunology between January 1996 and December 2008 and since November 2009.

(7) Mr. Cipriano was CEL-SCI's Senior Vice President of Regulatory Affairs
    between March 2004 and December 2008 and since October 2009.

Long Term Incentive Plans - Awards in Last Fiscal Year

      See footnote 6 to the financial statements included as part of this
report.

Employee Pension, Profit Sharing or Other Retirement Plans

      CEL-SCI has a defined contribution retirement plan, qualifying under
Section 401(k) of the Internal Revenue Code and covering substantially all
CEL-SCI's employees. CEL-SCI's contribution to the plan is made in shares of
CEL-SCI's common stock. Each participant's contribution is matched by CEL-SCI
with shares of common stock which have a value equal to 100% of the
participant's contribution, not to exceed the lesser of $1,000 or 6% of the
participant's total compensation. CEL-SCI's contribution of common stock is
valued each quarter based upon the closing price of its common stock. The fiscal
2010 expenses for this plan were $123,500. Other than the 401(k) Plan, CEL-SCI
does not have a defined benefit, pension plan, profit sharing or other
retirement plan.

Compensation of Directors During Year Ended September 30, 2010

                                       Stock         Option
Name                 Paid in Cash    Awards (1)     Awards (2)       Total
----                 ------------    ----------     ----------     ----------

Maximilian de Clara    $ 40,000             -       $ 136,197     $ 176,197
Geert Kersten          $ 40,000             -       $ 359,089     $ 399,089
Alexander Esterhazy    $ 41,000             -       $  64,455     $ 105,455
C. Richard Kinsolving  $ 41,000             -       $  64,455     $ 105,455
Peter R. Young         $ 41,000             -       $  64,455     $ 105,455

(1)  The fair value of stock issued for services.

(2)  The fair value of options granted computed in accordance with Codification
     718-10-30-3 on the date of grant. Also includes the fair value of the
     milestone options expensed during fiscal year 2010 that were issued to Mr.
     de Clara and Mr. Kersten in 2009.

                                       50
<PAGE>

      Directors' fees paid to Maximilian de Clara and Geert Kersten are included
in the Executive Compensation table.

Employment Contracts.

Maximilian de Clara

      In April 2005, CEL-SCI entered into a three-year employment agreement with
Maximilian de Clara, CEL-SCI's President. The employment agreement provided that
CEL-SCI would pay Mr. de Clara an annual salary of $363,000 during the term of
the agreement. On September 8, 2006 Mr. de Clara's Employment Agreement was
amended and extended to April 30, 2010. The terms of the amendment to Mr. de
Clara's employment agreement are referenced in a report on Form 8-K filed with
the Securities and Exchange Commission on September 8, 2006. On August 30, 2010,
Mr. de Clara's employment agreement, as amended on September 8, 2006, was
extended to August 30, 2013.

      In the event that there is a material reduction in Mr. de Clara's
authority, duties or activities, or in the event there is a change in the
control of CEL-SCI, the agreement allows Mr. de Clara to resign from his
position at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 18
months salary ($544,500) and the unvested portion of any stock options would
vest immediately ($284,794). For purposes of the employment agreement, a change
in the control of CEL-SCI means the sale of more than 50% of the outstanding
shares of CEL-SCI's common stock, or a change in a majority of CEL-SCI's
directors.

      The employment agreement will also terminate upon the death of Mr. de
Clara, Mr. de Clara's physical or mental disability, the conviction of Mr. de
Clara for any crime involving fraud, moral turpitude, or CEL-SCI's property, or
a breach of the employment agreement by Mr. de Clara. If the employment
agreement is terminated for any of these reasons, Mr. de Clara, or his legal
representatives, as the case may be, will be paid the salary provided by the
employment agreement through the date of termination.

Geert Kersten

      Effective September 1, 2003, CEL-SCI entered into a three-year employment
agreement with Mr. Kersten. The employment agreement provides that during the
term of the employment agreement CEL-SCI will pay Mr. Kersten an annual salary
of $370,585 plus any increases approved by the Board of Directors during the
period of the employment agreement. In the event there is a change in the
control of CEL-SCI, the agreement allows Mr. Kersten to resign from his position
at CEL-SCI and receive a lump-sum payment from CEL-SCI equal to 24 months salary
($883,818) and the unvested portion of any stock options would vest immediately
($1,172,265). For purposes of the employment agreement a change in the control
of CEL-SCI means: (1) the merger of CEL-SCI with another entity if after such
merger the shareholders of CEL-SCI do not own at least 50% of voting capital
stock of the surviving corporation; (2) the sale of substantially all of the
assets of CEL-SCI; (3) the acquisition by any person of more than 50% of
CEL-SCI's common stock; or (4) a change in a majority of CEL-SCI's directors
which has not been approved by the incumbent directors. Effective September 1,
2006, Mr. Kersten's employment agreement was extended to September 1, 2011.

                                       51
<PAGE>

      The Employment Agreement will also terminate upon the death of Mr.
Kersten, Mr. Kersten's physical or mental disability, willful misconduct, an act
of fraud against CEL-SCI, or a breach of the Employment Agreement by Mr.
Kersten. If the Employment Agreement is terminated for any of these reasons Mr.
Kersten, or his legal representatives, as the case may be, will be paid the
salary provided by the Employment Agreement through the date of termination.

Patricia B. Prichep / Eyal Talor, Ph.D.

      On August 30, 2010, CEL-SCI entered into a three-year employment agreement
with Patricia B. Prichep, CEL-SCI's Senior Vice President of Operations. The
employment agreement with Ms. Prichep provides that during the term of the
agreement CEL-SCI will pay Ms. Prichep an annual salary of $194,298 plus any
increases approved by the Board of Directors during the period of the employment
agreement.

      On August 30, 2010, CEL-SCI also entered into a three-year employment
agreement with Eyal Talor, Ph.D., CEL-SCI's Chief Scientific Officer. The
employment agreement with Dr. Talor provides that during the term of the
agreement CEL-SCI will pay Dr. Talor an annual salary of $239,868 plus any
increases approved by the Board of Directors during the period of the employment
agreement.

    If Ms. Prichep or Dr. Talor resigns within ninety (90) days of the
occurrence of any of the following events: (i) a relocation (or demand for
relocation) of employee's place of employment to a location more than
thirty-five (35) miles from the employee's current place of employment, (ii) a
significant and material reduction in the employee's authority, job duties or
level of responsibility or (iii) the imposition of significant and material
limitations on the employee's autonomy in her or his position, the employment
agreement will be terminated and the employee will be paid the salary provided
by the employment agreement through the date of termination and the unvested
portion of any stock options held by the employee will vest immediately.

      In the event there is a change in the control of CEL-SCI, the employment
agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor (as
the case may be) to resign from her or his position at CEL-SCI and receive a
lump-sum payment from CEL-SCI equal to 18 months salary ($291,447 and $359,802
respectively). In addition, the unvested portion of any stock options held by
the employee will vest immediately ($830,817 and $830,062 respectively). For
purposes of the employment agreements, a change in the control of CEL-SCI means:
(1) the merger of CEL-SCI with another entity if after such merger the
shareholders of CEL-SCI do not own at least 50% of voting capital stock of the
surviving corporation; (2) the sale of substantially all of the assets of
CEL-SCI; (3) the acquisition by any person of more than 50% of CEL-SCI's common
stock; or (4) a change in a majority of CEL-SCI's directors which has not been
approved by the incumbent directors.

     The  employment  agreements  with  Ms.  Prichep  and Dr.  Talor  will  also
terminate  upon the death of the  employee,  the  employee's  physical or mental


                                       52
<PAGE>

disability,  willful misconduct, an act of fraud against CEL-SCI, or a breach of
the  employment  agreement  by the  employee.  If the  employment  agreement  is
terminated  for  any of  these  reasons  the  employee,  or  her  or  his  legal
representatives,  as the case may be,  will be paid the salary  provided  by the
employment agreement through the date of termination.

Compensation Committee Interlocks and Insider Participation

      CEL-SCI has a compensation  committee comprised of Alexander  Esterhazy,
Dr.  C.  Richard  Kinsolving  and Dr.  Peter  Young,  all of whom are  outside
directors.

      During the year ended September 30, 2010, no director of CEL-SCI was also
an executive officer of another entity, which had an executive officer of
CEL-SCI serving as a director of such entity or as a member of the compensation
committee of such entity.

Stock Options

      The following tables show information concerning the options granted
during the fiscal year ended September 30, 2010, to the persons named below.

                                 Options Granted
                                                        Exercise
                              Grant        Options     Price Per   Expiration
    Name                      Date       Granted (#)     Share        Date

   Maximilian de Clara       7/21/10       250,000      $ 0.48     7/20/20

   Geert Kersten             7/21/10       300,000      $ 0.48     7/20/20

   Patricia B. Prichep       7/21/10       150,000      $ 0.48     7/20/20

   Eyal Talor, Ph.D.         7/21/10       150,000      $ 0.48     7/20/20

   Daniel Zimmerman, Ph.D.   7/21/10       150,000      $ 0.48     7/20/20

   John Cipriano             7/21/10       150,000      $ 0.48     7/20/20


                                Options Exercised

                                           Shares
                       Date of           Acquired On            Value
                      Exercise            Exercise            Realized

                         -                    -                   -

                                       53
<PAGE>

      The following lists the outstanding options held by the persons named
below:

                        Shares Underlying Unexercised
                              Options Which are:
                        -----------------------------    Exercise  Expiration
 Name                   Exercisable     Unexercisable      Price        Date

 Maximilian de Clara      23,333                           2.87       07/31/13
                          95,000 (1)                       1.94       08/31/13
                          70,000                           1.05       09/25/12
                          56,666                           1.05       05/01/13
                          50,000                           1.05       05/01/13
                          50,000                           1.05       04/12/12
                          60,000                           1.05       04/19/13
                          60,000                           1.38       03/22/11
                          75,000                           0.54       03/14/12
                          50,000                           0.61       09/02/14
                          50,000                           0.48       09/21/15
                         100,000                           0.58       09/12/16
                         200,000                           0.63       09/13/17
                         133,334                           0.62       03/04/18
                       1,436,250 (2)                       0.25       04/23/19
                          83,334                           0.38       07/20/19
                       ---------
                       2,592,917

                                           66,666          0.62       03/04/18
                                          500,000 (3)      0.38       07/06/19
                                          166,666          0.38       07/20/19
                                          250,000          0.48       07/20/20
                                         -------
                                         983,332

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

 Geert R. Kersten         50,000                           1.05       11/01/13
                          14,000                           1.05       10/31/13
                          50,000                           1.05       07/31/13
                         224,000 (1)                       1.05       06/10/13
                          50,000                           1.05       09/25/12
                         150,000                           1.05       05/01/13
                          50,000                           1.05       05/01/13
                          50,000                           1.05       04/12/12
                          95,000 (1)                       1.94       08/31/13
                          60,000                           1.05       04/19/13
                          60,000                           1.38       03/22/11
                         560,000 (1)                       1.05       10/16/13
                         105,000                           0.54       03/14/12
                       1,890,000                           0.22       04/01/13
                          50,000                           0.61       09/02/14
                          50,000                           0.48       09/21/15
                         200,000                           0.58       09/12/16
                         200,000                           0.63       09/13/17
                         133,334                           0.62       03/04/18
                       1,838,609 (2)                       0.25       04/23/19


                                       54
<PAGE>

                        Shares Underlying Unexercised
                              Options Which are:
                        -----------------------------    Exercise  Expiration
 Name                   Exercisable     Unexercisable      Price        Date

Geert R. Kersten (cont'd) 100,000                          0.38       07/20/19
                          -------
                        5,979,943

                                           66,666          0.62       03/04/18
                                        4,000,000 (3)      0.38       07/06/19
                                          200,000          0.38       07/20/19
                                          300,000          0.48       07/20/20
                                          -------
                                        4,566,666

-------------------------------------------------------------------------------
 Patricia B. Prichep                        6,000          1.05       12/01/13
                          10,000                           1.05       11/30/13
                           9,500                           1.05       07/31/13
                           3,000                           1.05       12/31/12
                          35,000                           1.05       03/01/13
                          17,000                           1.05       12/01/13
                          15,000                           1.05       04/12/12
                          47,500 (1)                       1.94       08/31/13
                          23,000                           1.05       02/02/13
                          25,000                           1.18       12/08/13
                          30,000                           1.00       12/03/11
                         200,000 (1)                       1.05       10/16/13
                          10,500                           0.54       03/14/12
                          50,000                           0.33       04/26/12
                         243,000                           0.22       04/01/13
                         337,000                           0.22       04/01/13
                          50,000                           0.61       09/02/14
                          30,000                           0.48       09/21/15
                          90,000                           0.58       09/12/16
                         100,000                           0.63       09/13/17
                          66,667                           0.62       03/04/18
                         717,096 (2)                       0.25       04/23/19
                          50,000                           0.38       07/20/19
                         ------
                      2,165,263

                                           33,333          0.62       03/04/18
                                        3,000,000 (3)      0.38       07/06/19
                                          100,000          0.38       07/20/19
                                          150,000          0.48       07/20/20
                                          -------
                                        3,283,333

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

 Eyal Talor, Ph.D.        15,500                           1.05       07/31/13
                          16,666                           1.05       03/16/13
                          15,000                           1.05       08/03/13
                          10,000 (1)                       1.94       08/31/13
                          20,000                           1.05       08/02/12


                                       55
<PAGE>


                        Shares Underlying Unexercised
                              Options Which are:
                        -----------------------------    Exercise  Expiration
 Name                   Exercisable     Unexercisable      Price        Date

Eyal Talor, Ph.D.(cont'd) 25,000                           1.76       11/10/13
                          35,000                           1.00       12/03/11
                        160,000 (1)                        1.05       10/16/13
                          50,000                           0.33       04/26/12
                         374,166                           0.22       04/01/13
                          50,000                           0.61       09/02/14
                          30,000                           0.48       09/21/15
                          80,000                           0.58       09/12/16
                         100,000                           0.63       09/13/17
                          66,667                           0.62       03/04/18
                         240,820 (2)                       0.25       04/23/19
                          50,000                           0.38       07/20/19
                        -------
                      1,338,819

                                           33,333          0.62       03/04/18
                                        3,000,000 (3)      0.38       07/06/19
                                          100,000          0.38       07/20/19
                                          150,000          0.48       07/20/20
                                       ---------
                                       3,283,333
-------------------------------------------------------------------------------

Daniel Zimmerman, Ph.D.  12,000                            1.05       12/31/13

                          7,000                            1.05       06/19/13
                         15,000                            1.05       02/19/13
                         30,000 (1)                        1.94       08/31/13
                         20,000                            1.05       02/02/13
                         20,000                            1.85       01/26/11
                        120,000 (1)                        1.05       10/16/13
                         41,000                            0.54       03/14/12
                         50,000                            0.33       04/16/12
                        392,000                            0.22       04/01/13
                         50,000                            0.61       09/02/14
                         30,000                            0.48       09/21/15
                         60,000                            0.58       09/12/16
                         75,000                            0.63       09/13/17
                         75,000                            0.62       03/04/18
                        200,000 (4)                        0.38       07/15/14
                      ---------
                      1,197,000
                                          150,000          0.48       07/20/20
                                          -------
                                          150,000

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

 John Cipriano
                         20,000                            0.61       09/02/14
                         30,000                            0.48       09/21/15
                         60,000                            0.58       09/12/16


                                       56
<PAGE>


                        Shares Underlying Unexercised
                              Options Which are:
                        -----------------------------    Exercise  Expiration
 Name                   Exercisable     Unexercisable      Price        Date

 John Cipriano (cont'd)                    75,000          0.63       09/13/17
                          75,000                           0.62       03/04/18
                          33,334                           1.93       09/30/19
                          ------
                         293,334
                                           66,666          1.93       09/30/19
                                          150,000          0.48       07/20/20
                                          -------
                                          216,666

(1)   Options purchased by Employee through the Salary Reduction Plan.

(2)   Options awarded to employees who did not collect a salary, or reduced or
      deferred their salary between September 15, 2008 and June 30, 2009. For
      example, Mr. de Clara, Mr. Kersten and Ms. Prichep did not collect any
      salary between September 30, 2008 and June 30, 2009.

(3)   Long-term performance options: The Board of Directors has identified the
      successful Phase III clinical trial for Multikine to be the most important
      corporate event to create shareholder value. Therefore, one third of the
      options can be exercised when the first 400 patients are enrolled in
      CEL-SCI's Phase III head and neck cancer clinical trial. One third of the
      options can be exercised when all of the patients have been enrolled in
      the Phase III clinical trial. One third of the options can be exercised
      when the Phase III trial is completed.

(4)   Options awarded to employee during the period that he was a consultant to
      CEL-SCI.

Stock Option, Bonus and Compensation Plans

      CEL-SCI has Incentive Stock Option Plans, Non-Qualified Stock Option
Plans, Stock Bonus Plans and a Stock Compensation Plan, all of which have been
approved by CEL-SCI's stockholders. A summary description of these Plans
follows. In some cases these Plans are collectively referred to as the "Plans".

      Incentive Stock Option Plans. The Incentive Stock Option Plans authorize
the issuance of shares of CEL-SCI's common stock to persons who exercise options
granted pursuant to the Plans. Only CEL-SCI's employees may be granted options
pursuant to the Incentive Stock Option Plans.

      Options may not be exercised until one year following the date of grant.
Options granted to an employee then owning more than 10% of the common stock of
CEL-SCI may not be exercisable by its terms after five years from the date of
grant. Any other option granted pursuant to the Plan may not be exercisable by
its terms after ten years from the date of grant.

      The purchase price per share of common stock purchasable under an option
is determined by the Committee but cannot be less than the fair market value of

                                       57
<PAGE>

the common stock on the date of the grant of the option (or 110% of the fair
market value in the case of a person owning more than 10% of CEL-SCI's
outstanding shares).

      Non-Qualified Stock Option Plans. The Non-Qualified Stock Option Plans
authorize the issuance of shares of CEL-SCI's common stock to persons that
exercise options granted pursuant to the Plans. CEL-SCI's employees, directors,
officers, consultants and advisors are eligible to be granted options pursuant
to the Plans, provided however that bona fide services must be rendered by such
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction. The option
exercise price is determined by CEL-SCI's Board of Directors.

      Stock Bonus Plans. Under the Stock Bonus Plans shares of CEL-SCI's common
stock may be issued to CEL-SCI's employees, directors, officers, consultants and
advisors, provided however that bona fide services must be rendered by
consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

      Stock Compensation Plan. Under the Stock Compensation Plan, shares of
CEL-SCI's common stock may be issued to CEL-SCI's employees, directors,
officers, consultants and advisors in payment of salaries, fees and other
compensation owed to these persons. However, bona fide services must be rendered
by consultants or advisors and such services must not be in connection with the
offer or sale of securities in a capital-raising transaction.

      Other Information Regarding the Plans. The Plans are administered by
CEL-SCI's Compensation Committee ("the Committee"), each member of which is a
director of CEL-SCI. The members of the Committee were selected by CEL-SCI's
Board of Directors and serve for a one-year tenure and until their successors
are elected. A member of the Committee may be removed at any time by action of
the Board of Directors. Any vacancies which may occur on the Committee will be
filled by the Board of Directors. The Committee is vested with the authority to
interpret the provisions of the Plans and supervise the administration of the
Plans. In addition, the Committee is empowered to select those persons to whom
shares or options are to be granted, to determine the number of shares subject
to each grant of a stock bonus or an option and to determine when, and upon what
conditions, shares or options granted under the Plans will vest or otherwise be
subject to forfeiture and cancellation.

     In the  discretion of the  Committee,  any option  granted  pursuant to the
Plans may include installment  exercise terms such that the option becomes fully
exercisable  in  a  series  of  cumulating  portions.  The  Committee  may  also
accelerate  the date upon which any option (or any part of any options) is first
exercisable. Any shares issued pursuant to the Stock Bonus Plans and any options
granted pursuant to the Incentive Stock Option Plans or the Non-Qualified  Stock
Option Plans will be  forfeited if the  "vesting"  schedule  established  by the
Committee  administering the Plans at the time of the grant is not met. For this
purpose,  vesting  means the period  during  which the  employee  must remain an
employee of CEL-SCI or the period of time a non-employee  must provide  services
to CEL-SCI. At the time an employee ceases working for CEL-SCI (or at the time a
non-employee ceases to perform services for CEL-SCI),  any shares or options not
fully vested will be forfeited and cancelled. At the discretion of the Committee

                                       58
<PAGE>

payment for the shares of common  stock  underlying  options may be paid through
the delivery of shares of CEL-SCI's common stock having an aggregate fair market
value  equal to the option  price,  provided  such shares have been owned by the
option holder for at least one year prior to such  exercise.  A  combination  of
cash and shares of common stock may also be permitted at the  discretion  of the
Committee.

      Options are generally non-transferable except upon death of the option
holder. Shares issued pursuant to the Stock Bonus Plans will generally not be
transferable until the person receiving the shares satisfies the vesting
requirements imposed by the Committee when the shares were issued.

      The Board of Directors of CEL-SCI may at any time, and from time to time,
amend, terminate, or suspend one or more of the Plans in any manner they deem
appropriate, provided that such amendment, termination or suspension will not
adversely affect rights or obligations with respect to shares or options
previously granted. The Board of Directors may not, without shareholder
approval: make any amendment which would materially modify the eligibility
requirements for the Plans; increase or decrease the total number of shares of
common stock which may be issued pursuant to the Plans except in the case of a
reclassification of CEL-SCI's capital stock or a consolidation or merger of
CEL-SCI; reduce the minimum option price per share; extend the period for
granting options; or materially increase in any other way the benefits accruing
to employees who are eligible to participate in the Plans.

      Summary. The following shows certain information as of November 30, 2010
concerning the stock options and stock bonuses granted by CEL-SCI. Each option
represents the right to purchase one share of CEL-SCI's common stock.

                                Total       Shares
                               Shares     Reserved for   Shares     Remaining
                              Reserved    Outstanding   Issued as Options/Shares
Name of Plan                 Under Plans    Options   Stock Bonus   Under Plans
------------                 -----------  -----------  ----------  -------------

Incentive Stock Option Plans  17,100,000   10,593,041         N/A    5,920,225
Non-Qualified Stock
   Option Plans               33,760,000   21,691,146         N/A    8,468,436
Stock Bonus Plans             11,940,000          N/A   7,400,920    4,537,321
Stock Compensation Plan        9,500,000          N/A   5,386,531     2,113469

      Of the shares issued pursuant to CEL-SCI's Stock Bonus Plans 1,454,543
shares were issued as part of CEL-SCI's contribution to its 401(k) plan.

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to CEL-SCI's Incentive and Non-Qualified
Stock Option Plans as of September 30, 2010, CEL-SCI's most recent fiscal year
end. CEL-SCI's Incentive and Non-Qualified Stock Option Plans have been approved
by CEL-SCI's shareholders.


                                       59
<PAGE>

                                                                    Number of
                                                                   Securities
                                                                    Remaining
                                                                    Available
                                                                    For Future
                                                                     Issuance
                                                                   Under Equity
                                Number                            Compensation
                             of Securities                            Plans,
                             to be Issued    Weighted-Average       Excluding
                             Upon Exercise   Exercise Price of     Securities
                            of Outstanding   of Outstanding      Reflected in
Plan category                 Options (a)         Options           Column (a)
-------------                -------------   -----------------   --------------

Incentive Stock Option Plans   10,593,041        $ 0.40             5,920,225
Non-Qualified Stock
  Option Plans                 21,720,414        $ 0.50             8,468,436


ITEM 12. SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED STOCKHOLDER MATTERS

      The following table shows, as of November 30, 2010, information with
respect to the only persons owning beneficially 5% or more of CEL-SCI's
outstanding common stock and the number and percentage of outstanding shares
owned by each director and officer of CEL-SCI and by the officers and directors
as a group. Unless otherwise indicated, each owner has sole voting and
investment powers over his shares of common stock.

                                                              Percent of
Name and Address                   Number of Shares (1)        Class (3)
----------------                   ----------------           -----------


Maximilian de Clara                   6,441,690                   3.1%
Bergstrasse 79
6078 Lungern,
Obwalden, Switzerland

Geert R. Kersten                      9,355,855 (2)               4.4%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Patricia B. Prichep                   2, 992,116                  1.4%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Eyal Talor, Ph.D.                     1,787,122                   0.9%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Daniel H. Zimmerman, Ph.D.            1,531,522                   0.7%
8229 Boone Blvd., Suite 802
Vienna, VA  22182


                                       60
<PAGE>

John Cipriano                           480,027                   0.2%
8229 Boone Blvd., Suite 802
Vienna, VA  22182

Alexander G. Esterhazy                  808,156                   0.4%
20 Chemin du Pre-Poiset
CH- 1253 Vandoeuvres
Geneve, Switzerland

C. Richard Kinsolving, Ph.D.            983,914                   0.5%
P.O. Box 20193
Bradenton, FL 34204-0193

Peter R. Young, Ph.D.                   809,424                   0.4%
5458 Beacon Hill Drive
Frisco, TX  75034

All Officers and Directors           25,189,826                  11.2%
as a Group (9 persons)


(1)  Includes shares issuable prior to February 28, 2011 upon the exercise of
     options or warrants granted to the following persons:

                                          Options or Warrants Exercisable
      Name                                  Prior to February 28, 2011
      -----                               --------------------------------

      Maximilian de Clara                        6,090,456
      Geert R. Kersten                           5,979,943
      Patricia B. Prichep                        2,165,263
      Eyal Talor, Ph.D.                          1,338,819
      Daniel Zimmerman                           1,197,000
      John Cipriano                                293,334
      Alexander G. Esterhazy                       574,999
      C. Richard Kinsolving, Ph.D.                 681,667
      Peter R. Young, Ph.D.                        561,666


(2)  Amount includes shares held in trust for the benefit of Mr. Kersten's minor
     children. Geert R. Kersten is the stepson of Maximilian de Clara.

(3)  Amount includes shares referred to in (1) above but excludes shares which
     may be issued upon the exercise or conversion of other options, warrants
     and other convertible securities previously issued by CEL-SCI.


                                       61
<PAGE>


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

      BDO USA, LLP served as CEL-SCI's independent registered public accountant
for the two years ended September 30, 2010. The following table shows the
aggregate fees billed to CEL-SCI for these years by BDO USA, LLP:

                                      Year Ended September 30,
                                      2010               2009
                                      ----               ----

Audit Fees                          $232,725          $219,675
Audit-Related Fees                        --                --
Tax Fees                                  --                --
All Other Fees                     $  44,126                --


      Audit fees represent amounts billed for professional services rendered for
the audit of the CEL-SCI's annual financial statements and the reviews of the
financial statements included in CEL-SCI's 10-Q reports for the fiscal year and
all regulatory filings. All other fees were for services in connection with the
preparation of the application for the PPACA grant. See Note 15 to the financial
statements included with this report for more information.

Before BDO USA, LLP was engaged by CEL-SCI to render audit or non-audit
services, the engagement was approved by CEL-SCI's audit committee. CEL-SCI's
Board of Directors is of the opinion that the Audit Related Fees charged by BDO
USA, LLP are consistent with BDO USA, LLP maintaining its independence from
CEL-SCI.

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) See the Financial Statements attached to this Report.

Exhibits

3(a)Articles of Incorporation         Incorporated by reference to Exhibit 3(a)
                                      of CEL-SCI's combined Registration
                                      Statement on Form S-1 and Post-Effective
                                      Amendment ("Registration Statement"),
                                      Registration Nos. 2-85547-D and 33-7531.

3(b) Amended Articles                 Incorporated by reference to Exhibit 3(a)
                                      of CEL-SCI's Registration Statement on
                                      Form S-1, Registration Nos. 2-85547-D and
                                      33-7531.


                                       62
<PAGE>

3(c) Amended Articles                  Filed as Exhibit 3(c) to CEL-SCI's
     (Name change only)                Registration Statement on Form S-1
                                       Registration Statement (No. 33-34878).

3(d)Bylaws                             Incorporated by reference to Exhibit 3(b)
                                       of CEL-SCI's Registration Statement on
                                       Form S-1, Registration Nos.2-85547-D and
                                       33-7531.

4  Shareholders Rights Agreement       Incorporated by reference to Exhibit 4
                                       of CEL-SCI'S report on Form 8-K dated
                                       November 7, 2007.

5   Opinion of Counsel

10(d) Employment Agreement with        Incorporated by reference to Exhibit
      Maximilian de Clara              10(d) of CEL-SCI's report on Form 8-K
                                       (dated April 21, 2005) and Exhibit 10(d)
                                       to CEL-SCI's report on Form 8-K dated
                                       September 8, 2006.

10(e) Employment Agreement with        Incorporated by reference to Exhibit
       Geert Kersten                   10(e) of CEL-SCI's Registration Statement
                                       on Form S-3 (Commission File #106879)
                                       and Exhibit 10(c) to CEL-SCI's report on
                                       Form 8-K dated September 8, 2006.

10(f) Distribution and Royalty         Incorporated  by  reference to Exhibit
      Agreement with Eastern Biotech   10(x) to Amendment No. 2 to CEL-SCI's
                                       Registration  statement  on  Form  S-3
                                       (Commission File No. 333-106879).

10(g) Securities Purchase Agreement    Incorporated by reference to Exhibit 10
     (together with schedule required  to CEL-SCI's  report  on Form 8-K dated
     by Instruction 2 to Item 601 of   August 4, 2006.
     Regulation S-K) pertaining to
     Series K notes and warrants,
     together with The exhibits to the
     Securities Purchase Agreement.

10(h) Subscription Agreement (together  Incorporated by reference to Exhibit 10
      with Schedule required by         CEL-SCI's report on Form 8-K dated April
     Instruction 2 to Item 601 of       18, 2007.
     Regulation S-K) pertaining to
     April 2007 sale of 20,000,000
     shares of CEL-SCI's common stock,
     10,000,000 Series L warrants
     and 10,000,000 Series M Warrants.

10(i)Warrant Adjustment Agreement with  Incorporated by reference to Exhibit
     Laksya  Ventures                   10(i) of CEL-SCI's report on Form 8-K
                                        dated August 3, 2010.

                                       63
<PAGE>

10(j) Employment Agreement with          Incorporated by reference to Exhibit
       Patricia Prichep                  10(j) of CEL-SCI's report on Form 8-K
                                         dated August 30, 2010.

10(k)Employment Agreement with Eyal      Incorporated by reference to Exhibit
      Taylor                             10(k) of CEL-SCI's report on Form 8-K
                                         dated August 30, 2010.

10(l) Amendment to Employment Agreement  Incorporated by reference to Exhibit
      with Maximilian de Clara           10(l) of CEL-SCI's  report  on Form 8-K
                                         dated August 30, 2010.

10(m) Amendment to Development Supply
      and Distribution Agreement with
      Orient Europharma. (part of Exhibit
      10(m) has been omitted pursuant to
      a request for confidential treatment).

10(n) Licensing Agreement with Teva
      Pharmaceutical Industries Ltd. (parts
      of Exhibit 10(n) have been omitted
      pursuant to a request for confidential
      treatment.)

10(o) Lease Agreement (parts of Exhibit
      10(o) have been omitted pursuant to
      a request for confidential treatment).

10(p) Loan Agreements with Maximilian de
      Clara

10(q) Licensing Agreement with Byron      Incorporated  by  reference   to
      Biopharma                           Exhibit 10(i) of CEL-SCI's report on
                                          Form 8-K dated March 27, 2009.

10(r) At Market Issuance Sales Agreement
      with McNicoll, Lewis & Vlak LLC

10(z) Development, Supply and             Incorporated by reference to Exhibit
      Distribution Agreement with         Exhibit 10(z) filed with the
     Orient Europharma                    Company's report on  Form 10-K for the
                                          year ended September 30, 2003.

23.1  Consent of BDO USA, LLP

23.2  Consent of Hart & Trinen, LLP

31    Rule 13a-14(a) Certifications

32    Section 1350 Certifications


                                       64
<PAGE>




                CEL-SCI CORPORATION

                Consolidated Financial Statements for the Years
                Ended September 30, 2010, 2009, and 2008, and
                Report of Independent Registered Public Accounting Firm



<PAGE>


CEL-SCI CORPORATION

TABLE OF CONTENTS


Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                  F-2

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED
SEPTEMBER 30, 2010, 2009, AND 2008:

    Consolidated Balance Sheets                                          F-3

    Consolidated Statements of Operations                                F-5

    Consolidated Statements of Stockholders' Equity                      F-6

    Consolidated Statements of Cash Flows                                F-8

    Notes to Consolidated Financial Statements                           F-12



<PAGE>

Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders
CEL-SCI Corporation
Reston, VA

We have audited the accompanying consolidated balance sheets of CEL-SCI
Corporation as of September 30, 2010 and 2009 and the related consolidated
statements of operations, stockholders' equity, and cash flows for each of the
three years in the period ended September 30, 2010. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of CEL-SCI Corporation
at September 30, 2010 and 2009, and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 2010, in
conformity with accounting principles generally accepted in the United States of
America.

As described in Note 10, effective October 1, 2009, the Company adopted ASC
815-40, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to a
Company's Own Stock".

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), CEL-SCI Corporation's internal
control over financial reporting as of September 30, 2010, based on criteria
established in Internal Control - Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) and our report
dated December 10, 2010 expressed an unqualified opinion thereon.


                                               /s/ BDO USA, LLP
                                               ----------------

                                               Bethesda, Maryland

                                               December 10, 2010


<PAGE>

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
CEL-SCI Corporation
Vienna, VA

We have audited CEL-SCI Corporation's internal control over financial reporting
as of September 30, 2010, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (the COSO criteria). CEL-SCI Corporation's management is
responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Item 9A, Management's Report on Internal
Control Over Financial Reporting. Our responsibility is to express an opinion on
the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audit also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

In our opinion, CEL-SCI Corporation maintained, in all material respects,
effective internal control over financial reporting as of September 30, 2010,
based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
CEL-SCI Corporation as of September 30, 2010 and 2009, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended September 30, 2010 and our report
dated December 10, 2010 expressed an unqualified opinion thereon.


                                               /s/ BDO USA, LLP
                                               ----------------

                                               Bethesda, Maryland

                                               December 10, 2010

<PAGE>


                               CEL-SCI CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           SEPTEMBER 30, 2010 AND 2009

ASSETS                                             2010              2009
                                                  ------            ------
CURRENT ASSETS:
     Cash and cash equivalents                  $26,568,243       $33,567,516
     Prepaid expenses                               298,719            39,972
     Inventory used for R&D and manufacturing     1,476,234           399,474
     Deferred rent - current portion                751,338           806,425
     Deposits                                             -         1,585,064
                                                -----------       -----------
            Total current assets                 29,094,534        36,398,451

RESEARCH AND OFFICE EQUIPMENT AND
  LEASEHOLD IMPROVEMENTS-- less accumulated
  depreciation of $2,626,759 and $2,259,237       1,264,831         1,200,611
PATENT COSTS--less accumulated
  amortization of $1,205,690 and $1,132,612         356,079           423,104
RESTRICTED CASH                                      21,357            68,552
DEFERRED RENT - net of current portion            7,068,184         7,936,880
                                                -----------       -----------
TOTAL ASSETS                                    $37,804,985       $46,027,598
                                                ===========       ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                              $ 1,497,383        $  793,148
  Accrued expenses                                  223,696            98,665
  Due to employees                                   45,808            49,527
  Related party loan                              1,104,057         1,107,339
  Deposits held                                           -            10,000
  Derivative instruments  - current portion         424,286                 -
                                                 ----------       -----------
            Total current liabilities             3,295,230         2,058,679

  Derivative instruments - net of
    current portion                               6,521,765        35,113,970
  Deferred revenue                                  125,000                 -
  Deferred rent                                       8,225            14,305
                                                -----------       -----------
            Total liabilities                     9,950,220        37,186,954
                                                -----------       -----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
 Preferred stock, $.01 par value--authorized
  100,000 shares, issued and outstanding, -0-             -                 -
 Common stock, $.01 par value--authorized
  450,000,000 shares; issued and outstanding,
  204,868,853 and 191,972,021 shares at
  September 30, 2010 and 2009, respectively       2,048,689         1,919,720
 Additional paid-in capital                     187,606,044       173,017,978
 Accumulated deficit                           (161,799,968)     (166,097,054)
                                                -----------       -----------
            Total stockholders' equity           27,854,765         8,840,644
                                                -----------       -----------
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                         $ 37,804,985       $46,027,598
                                               ============       ===========

                 See notes to consolidated financial statements



                                      F-3
<PAGE>

                               CEL-SCI CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008

                                             2010           2009        2008
                                          -----------    ----------   ---------

RENT INCOME AND OTHER                  $   153,300    $    80,093   $     5,065

OPERATING EXPENSES:
 Research and development (excluding
  R&D depreciation of $434,030, $329,866
  and $91,292 respectively, included
  below)                                 11,911,626     6,011,750     4,101,563
  Depreciation and amortization             516,117       417,205       215,060
  General & administrative                6,285,810     5,671,595     5,200,735
                                        -----------   -----------    ----------
            Total operating expenses     18,713,553    12,100,550     9,517,358
                                        -----------   -----------    ----------

OPERATING LOSS                          (18,560,253)  (12,020,457)   (9,512,293)
GAIN (LOSS) ON DERIVATIVE INSTRUMENTS    28,843,772   (28,491,650)    1,799,393
INTEREST INCOME                             362,236             -       483,252
INTEREST EXPENSE                           (162,326)     (397,923)     (473,767)
                                        -----------   -----------    ----------
NET INCOME (LOSS)                        10,483,429   (40,910,030)   (7,703,415)
MODIFICATIONS OF WARRANTS                (1,532,456)     (490,728)     (424,815)
                                        -----------   -----------    ----------
NET INCOME (LOSS) AVAILABLE TO COMMON
SHAREHOLDERS                            $ 8,950,973  $(41,400,758   $(8,128,230)
                                        ===========  ============   ===========
NET INCOME (LOSS) PER COMMON SHARE
      BASIC                             $      0.04  $      (0.31)  $     (0.07)
      DILUTED                           $     (0.05) $      (0.31)  $     (0.07)
WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING
      BASIC                             202,102,859   133,535,050   117,060,866
      DILUTED                           226,277,913   133,535,050   117,060,866

                 See notes to consolidated financial statements.


                                      F-4
<PAGE>

                                 CEL-SCI CORPORATION
                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008
<TABLE>
<S>                               <C>            <C>            <C>             <C>               <C>
                                                            Additional
                                Common          Stock         Paid-In       Accumulated
                                Shares          Amount        Capital         Deficit            Total
                              ----------       ---------    ------------    ------------       ---------

BALANCE, SEPTEMBER 30, 2007  115,678,662      $1,156,787   $130,081,378    $(116,568,066)     $14,670,099

Sale of common stock           1,383,389          13,834      1,023,708                         1,037,542
401(k) contributions paid
  in common stock                205,125           2,051        106,539                           108,590
Issuance of common stock
  to employees                 1,789,451          17,894      1,306,580                         1,324,474

Exercise of stock options         50,467             505         13,898                            14,403
Correction of stock
  overpayment pricing                                             1,471                             1,471
Stock issued to
  nonemployees for service     1,689,000          16,890        251,858                           268,748
Issuance of stock options
  to nonemployees                                                12,342                            12,342
Employee option cost                                            561,387                           561,387
Modification of stock options                                   564,189                           564,189
Financing costs                                                 (23,795)                          (23,795)
Dividends                                                       424,815         (424,815)               -

Net loss                                                                      (7,703,415)      (7,703,415)
                              ----------        ---------    -----------     -----------        ---------

BALANCE, SEPTEMBER 30,
2008                         120,796,094       $1,207,961   $134,324,370   $(124,696,296)     $10,836,035

</TABLE>

                                                                 (continued)

                                      F-5
<PAGE>


                                 CEL-SCI CORPORATION
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (cont'd)
                    YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008

                                                  Additional
<TABLE>
<S>                               <C>            <C>            <C>             <C>               <C>
                                                            Additional
                                Common          Stock         Paid-In       Accumulated
                                Shares          Amount        Capital         Deficit            Total
                              ----------       ---------    ------------    ------------       ---------

Sale of common stock          45,451,547       $ 454,515    $31,788,201                       $32,242,716
401(k) contributions paid
  in common stock                 91,766             917         56,912                            57,829
Exercise of stock options     15,659,116         156,591      8,524,663                         8,681,254
Stock issued to
  nonemployees for service     3,316,438          33,164      1,528,179                         1,561,343

Stock issued to employees      1,324,385          13,244        672,614                           685,858
Stock issued for
  principal payments on
  Series K notes                 972,753           9,728        275,272                           285,000
Stock issued for interest
  on Series K Notes              177,403           1,774         41,111                            42,885
Issuance of stock options
  and warrants to
  nonemployees                                                  449,641                           449,641
Loss on conversion of
  convertible debt                                            2,145,754                         2,145,754
Issuance of warrants for
  short term loan                                                65,796                            65,796
Modification of options                                           6,142                             6,142
Employee option cost                                          1,699,448                         1,699,448
Premium on loan from
  shareholder                                                   489,776                           489,776
Conversion of convertible debt                                                                          -
  into common stock            3,015,852           30,159      1,176,182                         1,206,341
Cost of derivative
  liabilities                                                (8,632,217)                       (8,632,217)
Financing costs                                              (2,072,927)                       (2,072,927)
Dividends                      1,166,667           11,667        479,061        (490,728)               -
Net loss                                                                     (40,910,030)     (40,910,030)
                              ----------        ---------    -----------     -----------      -----------
BALANCE, SEPTEMBER 30,
2009                         191,972,021        1,919,720    173,017,978    (166,097,054)       8,840,644

401(k) contributions paid
  in common stock                182,233            1,822        110,503                          112,325
Exercise of warrants and
  stock options               12,249,441          122,495      6,186,379                        6,308,874
Stock issued to employees and
  nonemployees for service       465,158            4,652      1,236,374                        1,241,026
Exercise of derivative
  liabilities                                                  5,510,490                        5,510,490
Modification of stock
  options and warrants                                           227,921                          227,921

Employee option cost                                           1,316,399                        1,316,399

Adoption of ASC 815-40                                                        (6,186,343)      (6,186,343)

Net income                                                                    10,483,429       10,483,429
                              ----------        ---------    -----------     -----------        ---------

BALANCE, SEPTEMBER 30,
2010                         204,868,853       $2,048,689   $187,606,044   $(161,799,968)     $27,854,765
                             ===========       ==========   ============   =============      ===========
</TABLE>

                 See notes to consolidated financial statements


                                      F-6
<PAGE>

                               CEL-SCI CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008

                                          2010          2009            2008
                                       ----------    ----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                   $10,483,429   $(40,910,030)  $(7,703,415)
  Adjustments to reconcile net
    income (loss) to net cash
    used for operating activities:

  Depreciation and amortization           516,117        417,205       215,060
    Issuance of stock options and
      warrants to nonemployees for
      services                                 -         449,641        12,342
    Issuance of common stock for
      services                         1,241,026       1,561,343       268,748
    Correction of stock overpayment
       pricing                                 -               -         1,471
      Premium on loan                          -         341,454             -
      Loan premium adjustment                  -         489,776             -
      Amortization of loan premium        (3,282)       (338,172)            -
      Modification of stock options
        and warrants                     227,921           6,142       564,189

      Issuance of stock to employees           -         685,858     1,324,474
      Loss on conversion of
        convertible notes                      -       2,145,754             -
      Employee option cost             1,316,399       1,699,448       561,387
      Common stock contributed to
        401(k) plan                      112,325          57,829       108,590
      Warrants issued in
        consideration for loan                 -          65,796             -
      Impairment loss on abandonment
        of patents                        13,877         138,525         8,114
      Loss on retired equipment            2,323             270           595
      Deferred rent                       (6,080)          7,688         5,151
      Amortization of discount on
        convertible note                       -         193,980       249,106
      (Gain)/loss on derivative
        instruments                  (28,843,772)     25,514,667    (1,799,393)
 Change in assets and
  liabilities:
    Decrease/(increase) in deposits    1,585,064           4,764    (1,575,000)
    Decrease/(increase) in deferred
      rent                               955,842         622,350      (142,117)
    (Increase)/decrease in prepaid
      expenses                          (258,747)        (12,763)        7,369
    Increase in inventory used in
      R&D and manufacturing           (1,076,760)         (4,304)       (9,520)
    Increase/(decrease) in
      accounts payable                   693,799         343,208       (36,622)
    Increase/(decrease) in
      accrued expenses                   125,031         (14,514)       14,576
    Decrease in accrued interest on
      convertible debt                         -          (2,674)      (23,237)
    Increase in deferred revenue         125,000               -             -
    (Decrease)/increase in due to
      employees                           (3,719)         13,450         9,342
    (Decrease)/increase in
      deposits held                      (10,000)         10,000        (3,000)
                                    ------------    ------------   -----------

Net cash used in operating
  activities                         (12,804,207)     (6,513,309)   (7,941,790)
                                    ------------    ------------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Additional investment in
   manufacturing facility                (32,059)       (505,225)   (2,359,473)
 Decrease in restricted cash              47,195         919,100     1,180,977
 Investment in available-for-sale
   securities                                  -               -    (6,000,000)
 Sale of investments in
   available-for-sale securities               -         200,000     5,800,000
 Purchases of equipment                 (493,736)       (191,868)   (1,023,011)
 Expenditures for patent costs           (25,340)        (53,290)     (121,616)
                                    ------------    ------------   -----------
     Net cash (used in) provided by
       investing activities             (503,940)        368,717    (2,523,123)
                                    ------------    ------------   -----------


                                                                     (continued)
                See notes to consolidated financial statements.

                                      F-7
<PAGE>

                              CEL-SCI CORPORATION
                 CONSOLIDATED STATEMENTS OF CASH FLOWS (cont'd)
                 YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008

                                          2010          2009            2008
                                       ----------    ----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common
    stock                             $         -   $ 32,242,716   $ 1,037,542
  Proceeds from exercise of warrants
    and stock options                   6,308,874      8,681,254        14,403
  Proceeds from short-term loan                 -      3,104,057     1,956,803
  Repayment of short-term loan                  -     (2,200,000)   (1,756,803)
  Principal payments on convertible
    debt                                        -       (754,250)   (1,045,000)
  Costs for equity related transactions         -     (2,072,927)      (23,795)
                                     ------------   ------------   -----------
     Net cash provided by financing
           activities                   6,308,874     39,000,850       183,150
                                     ------------   ------------   -----------
NET (DECREASE) INCREASE
  IN CASH AND CASH EQUIVALENTS         (6,999,273)    32,856,258   (10,281,763)

CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR                                33,567,516        711,258    10,993,021
                                     ------------   ------------   -----------
CASH AND CASH EQUIVALENTS,
  END OF YEAR                        $ 26,568,243   $ 33,567,516   $   711,258
                                     ============   ============   ==========

CONVERSION OF CONVERTIBLE DEBT
  INTO COMMON STOCK:
    Decrease in convertible debt     $          -   $  1,206,341   $         -
    Increase in common stock                    -        (30,159)            -
    Increase in additional paid-in
      capital                                   -     (1,176,182)            -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
CONVERSION OF INTEREST ON
  CONVERTIBLE DEBT INTO COMMON STOCK:
    Decrease in accrued liabilities  $          -   $     42,885   $         -
    Increase in common stock                    -         (1,774)            -
    Increase in additional paid-in
      capital                                   -        (41,111)            -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
PAYMENT OF CONVERTIBLE DEBT PRINCIPAL
WITH
COMMON STOCK:
     Decrease in convertible debt    $          -   $    285,000   $         -
     Increase in common stock                   -         (9,728)            -
     Increase in additional paid-in
       capital                                  -       (275,272)            -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
ISSUANCE OF WARRANTS:
  Increase in derivative
    liabilities                      $          -   $ (8,877,217)  $  (891,336)
  Increase in discount on notes
    payable                                     -        245,000             -
  Decrease in additional paid-in
    capital                                     -      8,632,217       891,336
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
EXERCISE OF DERIVATIVE LIABILITIES:
  Decrease in derivative liabilities $  5,510,490   $          -   $         -
  Increase in additional paid-in
    capital                            (5,510,490)             -             -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
MODIFICATION OF WARRANTS:
  Increase in additional paid-in
    capital                          $ (1,532,456)  $    (24,061)  $  (173,187)
  Decrease in additional paid-in
    capital                             1,532,456         24,061       173,187
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========

                See notes to consolidated financial statements.
                                                                     (continued)

                                      F-8
<PAGE>

                             CEL-SCI CORPORATION
               CONSOLIDATED STATEMENTS OF CASH FLOWS (cont'd)
                YEARS ENDED SEPTEMBER 30, 2010, 2009 AND 2008

                                          2010          2009            2008
                                       ----------    ----------     -----------
  ACCOUNTS PAYABLE:
    Increase in patent costs         $          -   $      7,285   $    14,013
    Increase in accounts payable                -         (7,285)      (14,013)
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
EQUIPMENT COSTS INCLUDED IN
  ACCOUNTS PAYABLE:
    Increase in research and office
      equipment                      $     10,436   $    15,147    $   201,998
    Increase in accounts payable          (10,436)      (15,147)      (201,998)
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
WARRANTS ISSUED FOR LOAN:
     Increase in debt discount       $          -   $     65,796   $         -
     Increase in additional paid-in
       capital                                  -        (65,796)            -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
STOCK MODIFICATION RECORDED AS
DIVIDEND
     Increase in common stock        $          -   $    (11,667)  $         -
     Increase additional paid-in
       capital                                  -       (479,061)     (424,815)
     Increase accumulated deficit               -        490,728       424,815
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========
ADOPTION OF ASC 815-40
     Increase in derivative
       liabilities                   $ (6,186,343)  $          -   $         -
     Increase in accumulated deficit    6,186,343              -             -
                                     ------------   ------------   -----------
                                     $          -   $          -   $         -
                                     ============   ============   ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS
    INFORMATION:

Cash expenditure for interest
  expense                            $   162,326    $    115,559   $   224,662


                See notes to consolidated financial statements.



                                      F-9
<PAGE>


1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   CEL-SCI Corporation (the "Company") was incorporated on March 22, 1983, in
   the state of Colorado, to finance research and development in biomedical
   science and ultimately to engage in marketing and selling products.

   The Company's lead product, Multikine(R), is being developed for the
   treatment of cancer. Multikine is a patented immunotherapeutic agent
   consisting of a mixture of naturally occurring cytokines, including
   interleukins, interferons, chemokines and colony-stimulating factors,
   currently being developed for the treatment of cancer. Multikine is designed
   to target the tumor micro-metastases that are mostly responsible for
   treatment failure. The basic concept is to add Multikine to the current
   cancer treatments with the goal of making the overall cancer treatment more
   successful. Phase II data indicated that Multikine treatment resulted in a
   substantial increase in the survival of patients. The lead indication is
   advanced primary head & neck cancer. Since Multikine is not tumor specific,
   it may also be applicable in many other solid tumors.

   Significant accounting policies are as follows:

a. Principles of Consolidation--The consolidated financial statements include
   the accounts of the Company and its wholly owned subsidiary, Viral
   Technologies, Inc. (VTI). All significant intercompany transactions have been
   eliminated upon consolidation. Certain amounts from 2009 consolidated
   financial statements have been reclassified to conform to 2010 consolidated
   financial statement presentation.  One such reclassification is the
   reclassification of derivative instruments of $35,113,970 from current
   liabilities to long-term liabilities on the September 30, 2009 consolidated
   balance sheet.

b. Cash and Cash Equivalents--For purposes of the statements of cash flows, cash
   and cash equivalents consists principally of unrestricted cash on deposit and
   short-term money market funds. The Company considers all highly liquid
   investments with a maturity when purchased of less than three months, as cash
   and cash equivalents.

c. Restricted Cash--The restricted cash is money held in escrow pursuant to the
   lease agreement for the manufacturing facility.

d. Prepaid Expenses and Inventory--Prepaid expenses consist of expenses which
   benefit a substantial period of time. Inventory consists of manufacturing
   production advances and bulk purchases of laboratory supplies to be consumed
   in the manufacturing of the Company's product for clinical studies.

e. Deposits--The deposit on September 30, 2009 was for the manufacturing
   facility ($1,575,000) required by the lease agreement, but was refunded in
   February 2010, after the Company met the cash requirements of the lease.


                                      F-10
<PAGE>

f. Research and Office Equipment and Leasehold Improvements--Research and office
   equipment is recorded at cost and depreciated using the straight-line method
   over estimated useful lives of five to seven years. Leasehold improvements
   are depreciated over the shorter of the estimated useful life of the asset or
   the terms of the lease. Repairs and maintenance which do not extend the life
   of the asset are expensed when incurred. The fixed assets are reviewed on a
   quarterly basis to determine if any of the assets are impaired. Depreciation
   expense for the years ended September 30, 2010, 2009 and 2008 totaled
   $437,629, $330,820, and $133,604, respectively. During the years ended
   September 30, 2010, 2009 and 2008, equipment with a net book value of $2,323,
   $270 and $595 was retired.

g. Patents--Patent expenditures are capitalized and amortized using the
   straight-line method over the shorter of the expected useful life or the
   legal life of the patent (17 years). In the event changes in technology or
   other circumstances impair the value or life of the patent, appropriate
   adjustment in the asset value and period of amortization is made. An
   impairment loss is recognized when estimated future undiscounted cash flows
   expected to result from the use of the asset, and from disposition, is less
   than the carrying value of the asset. The amount of the impairment loss is
   the difference between the estimated fair value of the asset and its carrying
   value. During the years ended September 30, 2010, 2009 and 2008, the Company
   recorded patent impairment charges of $13,877, $138,525, and $8,114,
   respectively, for the net book value of patents abandoned during the year.
   These amounts are included in general and administrative expenses.
   Amortization expense for the years ended September 30, 2010, 2009 and 2008
   totaled $78,488, $86,385, and $81,456, respectively. The Company estimates
   that amortization expense will be approximately $71,200 for each of the next
   five years, totalling $356,000.

h. Deferred Rent-- Interest on the deferred rent is calculated at 3% on the
   funds deposited on the manufacturing facility and for September 30, 2010, is
   included in the deferred rent. This interest income will be used to offset
   future rent. On September 30, 2010, the Company has included in deferred rent
   the following: 1) deposit on the manufacturing facility ($3,150,000); 2) the
   fair value of the warrants issued to lessor ($1,481,040); 3) additional
   investment ($2,889,409); 4) deposit on the cost of the leasehold improvements
   for the manufacturing facility ($1,786,591), 5) amortization of deferred rent
   ($(1,682,053)); and 6) accrued interest on deposit ($194,535).

   On September 30, 2009, the Company has included in deferred rent the
   following: 1) deposit on the manufacturing facility ($3,150,000); 2) the fair
   value of the warrants issued to lessor ($1,731,667); 3) additional investment
   ($2,864,698); 4) deposit on the cost of the leasehold improvements for the
   manufacturing facility ($1,786,591); 5) amortization of deferred rent
   ($(882,338)); and 6) accrued interest on deposit ($92,687).

i. Deferred Rent (liability)--The deferred rent (liability) is amortized on a
   straight-line basis over the term of the lease with the offset going against
   rent expense.

j. Derivative Instruments--The Company entered into financing arrangements that
   consisted of freestanding derivative instruments or were hybrid instruments
   that contained embedded derivative features. The Company accounted for these

                                      F-11
<PAGE>

   arrangement in accordance with Codification 815-10-50, "Accounting for
   Derivative Instruments and Hedging Activities", "Accounting for Derivative
   Financial Instruments Indexed to, and Potentially Settled in, a Company's Own
   Stock". In accordance with accounting principles generally accepted in the
   United States ("GAAP"), derivative instruments and hybrid instruments are
   recognized as either assets or liabilities in the statement of financial
   position and are measured at fair value with gains or losses recognized in
   earnings or other comprehensive income depending on the nature of the
   derivative or hybrid instruments. Embedded derivatives that are not clearly
   and closely related to the host contract are bifurcated and recognized at
   fair value with changes in fair value recognized as either a gain or loss in
   earnings if they can be reliably measured. When the fair value of embedded
   derivative features cannot be reliably measured, the Company measures and
   reports the entire hybrid instrument at fair value with changes in fair value
   recognized as either a gain or loss in earnings. The Company determined the
   fair value of derivative instruments and hybrid instruments based on
   available market data using appropriate valuation models, giving
   consideration to all of the rights and obligations of each instrument and
   precluding the use of "blockage" discounts or premiums in determining the
   fair value of a large block of financial instruments. Fair value under these
   conditions does not necessarily represent fair value determined using
   valuation standards that give consideration to blockage discounts and other
   factors that may be considered by market participants in establishing fair
   value. The convertible debt associated with the Series K convertible notes
   was all either repaid or converted into the Company's common stock before
   September 30, 2009. The remaining warrants associated with Series K are
   valued at $5,372,598 on September 30, 2009 and are shown in the balance sheet
   in long term liabilities. Warrants exercised during the year ended September
   30, 2010 totaled $534,088 in funds received by the Company. In addition, the
   Company recognized a gain of $280,223 on the exercise of the Series K
   warrants. Outstanding warrants associated with Series K are valued at
   $1,002,502 at September 30, 2010. The Company recorded a gain of $2,856,355
   on the remaining Series K for the year ending September 30, 2010.

   The Company issued other warrants during the year ended September 30, 2009
   that are accounted for as derivative liabilities. See Note 6. At September
   30, 2009, the fair value of these derivative instruments totaled $29,741,372
   and is shown on the balance sheet in long term liabilities. At September 30,
   2010, the fair value of these derivative instruments totaled $4,037,067.
   There were 8,813,088 Series A warrants exercised during the year ended
   September 30, 2010, that brought in $4,406,544 in funds to the Company. In
   addition, the Company recognized a gain of $8,433,451 on the exercise of the
   Series A warrants. The fair value of these derivative liabilities will be
   adjusted at the end of each interim accounting period as well as at the end
   of each fiscal year as long as they are outstanding. The Company recorded a
   gain of $12,993,883 on the remaining Series A through E warrants for the year
   ending September 30, 2010.

   Also included in derivative liabilities are warrants issued to investors in
   August 2008. These warrants were valued at $1,906,482 on September 30, 2010,
   which resulted in a gain of $4,279,860 for the year ended September 30, 2010.

                                      F-12
<PAGE>


k. Research and Development Grant Revenues--The Company's grant arrangements are
   handled on a reimbursement basis. Grant revenues under the arrangements are
   recognized as grant revenue when costs are incurred. The Company is currently
   not receiving funds from any grants.

l. Research and Development Costs--Research and development expenditures are
   expensed as incurred. Total research and development costs, excluding
   depreciation, were $11,911,626, $6,011,750, and $4,101,563 for the years
   ended September 30, 2010, 2009 and 2008.

m. Net Income (Loss) Per Common Share--Net income (loss) per common share is
   computed by dividing the net income (loss) by the weighted average number of
   common shares outstanding during the period. Potentially dilutive common
   stock equivalents, including convertible preferred stock, convertible debt
   and options to purchase common stock, are included in the calculation unless
   the result is antidilutive.

n. Concentration of Credit Risk--Financial instruments, which potentially
   subject the Company to concentrations of credit risk, consist of cash and
   cash equivalents. The Company maintains its cash and cash equivalents with
   high quality financial institutions. At times, these accounts may exceed
   federally insured limits. The Company has not experienced any losses in such
   bank accounts. The Company believes it is not exposed to significant credit
   risk related to cash and cash equivalents.

o. Income Taxes--  The Company has net operating loss carryforwards at
   September 30, 2010 of approximately $115 million. The Company uses the asset
   and liability method of accounting for income taxes. Under the asset and
   liability method, deferred tax assets and liabilities are recognized for
   future tax consequences attributable to differences between the financial
   statement carrying amounts of existing assets and liabilities and their
   respective tax bases and operating and tax loss carryforwards. Deferred tax
   assets and liabilities are measured using enacted tax rates expected to apply
   to taxable income in the years in which those temporary differences are
   expected to be recovered or settled. The effect on deferred tax assets and
   liabilities of a change in tax rates is recognized in income in the period
   that includes the enactment date. The Company records a valuation allowance
   to reduce the deferred tax assets to the amount that is more likely than not
   to be recognized.

p. Use of Estimates--The preparation of financial statements in conformity with
   accounting principles generally accepted in the United States of America
   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. Accounting for derivatives is
   based upon valuations of derivative instruments determined using various
   valuation techniques including the Black-Scholes and binomial pricing
   methodologies. The Company considers such valuations to be significant
   estimates.


                                      F-13
<PAGE>


q. Recent Accounting Pronouncements--In March 2008, the FASB issued Codification
   815-20-50-1, "Disclosures about Derivative Instruments and Hedging Activities
   - an amendment of FASB Statement No. 133", which changes disclosure
   requirements for derivative instruments and hedging activities. The statement
   is effective for periods ending on or after November 15, 2008, with early
   application encouraged. The Company has adopted this topic with no impact on
   its consolidated financial statements.

   In June 2008, the FASB issued EITF 07-5, "Determining Whether an Instrument
   (or Embedded Feature) Is Indexed to a Company's Own Stock". EITF 07-5 is now
   known as Codification 815-40-15-7 and it supersedes EITF 01-6 and provides
   revised guidance for, "...the determination of whether an instrument (or an
   embedded feature) is indexed to an entity's own stock, which is the first
   part of the scope exception in paragraph 11(a) of Statement 133, now known as
   Codification 815-10-50. If an instrument (or an embedded feature) that has
   the characteristics of a derivative instrument under Codification 815-10-50
   is indexed to an entity's own stock, it is still necessary to evaluate
   whether it is classified in stockholders' equity (or would be classified in
   stockholders' equity if it were a freestanding instrument)." Specifically,
   Codification 815-40-15-7 provides a two-step process:

      Step 1: Evaluate the instrument's contingent exercise provisions, if any.
      Step 2: Evaluate the instrument's settlement provisions.

   Codification 815-40-15-7 was effective for the Company as of January 1, 2009
   and was applied to outstanding instruments as of October 1, 2009.

   Based on this analysis, the Company has determined that some of its warrants
   are subject to Codification 815-10-50 and must be revalued at the end of
   every reporting period, with changes to the fair value of the warrants to be
   accounted for as derivative gains or losses in the income statement. For
   further discussion, see Note 10.

   In September 2008, the FASB issued Codification 815-10-50-1A, "Disclosures
   about Credit Derivatives and Certain Guarantees: An Amendment of FASB
   Statement No. 133 and FASB Interpretation No. 45; and Clarification of the
   Effective Date of FASB Statement No. 161". This codification applies to
   credit derivatives within the scope of ASC 815 and hybrid instruments that
   have embedded credit derivatives. It deals with disclosures related to these
   derivatives and is effective for reporting periods ending after November 15,
   2008. It also clarifies the effective date of Codification 815-20-50-1 as any
   reporting period beginning after November 15, 2008. The impact of the
   adoption of this codification did not have a material effect on the Company's
   consolidated financial statements.

   In April 2009, the FASB issued Codification 825-10-65-1, "Interim
   Disclosures about Fair Value of Financial Instruments". This topic amends
   FASB Statement No. 107, "Disclosures about Fair Values of Financial
   Instruments", to require disclosures about fair values of financial
   instruments for interim reporting periods of publicly traded companies as
   well as in annual financial statements. This topic became effective for
   interim and annual reporting periods ending after June 15, 2009. The Company

                                      F-14
<PAGE>

   adopted this codification for the period ended June 30, 2009. There was no
   significant impact from this adoption on the Company's consolidated financial
   statement.

   In May 2009, the FASB issued Codification 855-10-50, "Subsequent Events"
   which establishes general standards of accounting for and disclosure of
   events that occur after the balance sheet date but before the financial
   statements are issued or are available to be issued. The Statement sets forth
   the period after the balance sheet date during which management of a
   reporting entity should evaluate events or transactions that may occur for
   potential recognition or disclosure in the financial statements, the
   circumstances under which an entity should recognize events or transactions
   occurring after the balance sheet date in its financial statements and the
   disclosures that an entity should make about events or transactions that
   occurred after the balance sheet date. This topic became effective for the
   Company for the period ended June 30, 2009. The impact of the adoption was
   not significant.

   In January 2010, the FASB amended Codification 820-10, "Improving
   Disclosures about Fair Value Measurement", effective for interim periods
   beginning after December 15, 2009. This amendment changes disclosures
   required for interim and annual periods with respect to fair value
   measurements. The Company has adopted the change in the disclosure
   requirements and the effect was immaterial.

r. Stock-Based Compensation-- The Company recognized expense of $1,316,399 for
   options issued or vested during the fiscal year ended September 30, 2010,
   expense of $1,699,448 for options issued or vested during the fiscal year
   ended September 30, 2009 and expense of $561,387 for options issued or vested
   during the fiscal year ending September 30, 2008. This expense was recorded
   as general and administrative expense. The Company received a total of
   $36,330 and $282,841 from the exercise of options during the year ended
   September 30, 2010 and 2009, respectively. The following table summarizes
   stock option activity for the year ended September 30, 2010.

<TABLE>
Non-Qualified Stock Option Plan
-------------------------------
<S>                                       <C>                                                     <C>
                                       Outstanding                                           Exercisable
                       ----------------------------------------------     -----------------------------------------------
</TABLE>

<TABLE>

<S>                      <C>        <C>          <C>           <C>          <C>        <C>          <C>             <C>
                                                                                                  Weighted
                                               Weighted                                           Average
                                   Weighted     Average                              Weighted    Remaining
                        Number      Average    Remaining     Aggregate     Number     Average     Contractual     Aggregate
                         of        Exercise   Contractual    Intrinsic       of       Exercise      Term         Intrinsic
                        Shares      Price     Term (Years)     Value       Shares      Price       (Years)         Value
                      ---------   ----------  -----------    ---------    --------   -----------  -----------    -----------

Outstanding at        19,578,091     $ 0.48      7.70       23,979,937    7,400,431    $ 0.61         4.18         7,676,815
  October 1, 2009

Vested                                                                      812,669    $ 0.53
Granted                1,453,450     $ 0.57      9.74          106,592                                9.74           106,592
Exercised                (18,625)    $ 0.31      8.31            6,224      (18,625)    $ 0.31        8.31             6,224
Forfeited                 (4,500)    $ 0.77
Expired                  (30,502)    $ 1.05                                 (30,502)    $ 1.05

Outstanding at
 September 30, 2010   20,977,914     $ 0.49      7.18        4,209,476    8,163,973     $ 0.62        4.47         1,135,673

</TABLE>


                                      F-15
<PAGE>

<TABLE>
Incentive Stock Option Plan
---------------------------
<S>                                       <C>                                                     <C>
                                       Outstanding                                           Exercisable
                       ----------------------------------------------     -----------------------------------------------
</TABLE>

<TABLE>
<S>                      <C>        <C>          <C>           <C>          <C>        <C>          <C>             <C>
                                                                                                  Weighted
                                               Weighted                                           Average
                                   Weighted     Average                              Weighted    Remaining
                        Number      Average    Remaining     Aggregate     Number     Average     Contractual     Aggregate
                         of        Exercise   Contractual    Intrinsic       of       Exercise      Term         Intrinsic
                        Shares      Price     Term (Years)     Value       Shares      Price       (Years)         Value
                      ---------   ----------  -----------    ---------    --------   -----------  -----------    -----------

Outstanding at         9,598,874     $ 0.39       7.03      12,859,317    8,548,876    $ 0.38        6.99         11,525,319
 October 1, 2009

Vested                                                                      449,999    $ 0.49
Granted                1,100,000     $ 0.61       9.76          31,000                 $ 0.61        9.76             31,000
Exercised                (71,333)    $ 0.43       1.74          22,400      (71,333)   $ 0.43        1.74             22,400
Expired                  (34,500)    $ 2.25                                 (34,500)   $ 2.25

Outstanding at
 September 30, 2010   10,593,041     $ 0.40       6.65       3,101,582    8,893,042    $ 0.38         6.02         2,794,276

</TABLE>

      The total intrinsic value of options exercised during the fiscal years
2010, 2009 and 2008 was $32,999, $242,634 and $5,784, respectively.

      The weighted average fair value at the date of grant for options granted
during fiscal years 2010, 2009 and 2008 was $0.52, $0.28 and $0.51,
respectively.

      A summary of the status of the Company's non-vested options as of
September 30, 2010 is presented below:

Non-qualified Stock Option Plan:
                                             Weighted
                                             Number of             Average
                                              Shares                Price
                                            ----------            ---------

      Nonvested at October 1, 2007           1,439,986             $0.51
         Vested                               (616,328)
         Granted                             1,039,000
         Forfeited                              (9,332)
                                           -----------

      Nonvested at September 30, 2008        1,853,326             $0.61
         Vested                             (1,566,280)
         Granted                            11,895,614             $0.31
         Forfeited                              (5,000)
                                           -----------


                                      F-16
<PAGE>

      Nonvested at September 30, 2009       12,177,660             $0.40
         Vested                               (812,669)
         Granted                             1,453,450             $0.50
         Forfeited                              (4,500)
                                           -----------

      Nonvested at September 30, 2010       12,813,941             $0.40
                                            ==========


Incentive Stock Option Plan:
                                             Weighted
                                             Number of             Average
                                              Shares                Price
                                            ----------            ---------

      Nonvested at October 1, 2007             603,332             $0.49
         Vested                               (280,001)
         Granted                               300,000
         Forfeited                                   -
                                           -----------
      Nonvested at September 30, 2008          623,331            $ 0.62
         Vested                             (4,556,108)
         Granted                             4,982,775             $0.22
         Forfeited                                   -
                                           -----------
      Nonvested at September 30, 2009        1,049,998             $0.45
         Vested                               (449,999)
         Granted                             1,100,000             $0.55
         Forfeited                                   -
                                           -----------
      Nonvested at September 30, 2010        1,699,999             $0.54
                                             =========

   In fiscal year 2010, the Company issued 2,553,450 stock options to employees
   and directors at a fair value of $1,333,831, ($0.52 fair value per option),
   at a weighted average exercise price of $0.59 per share. In fiscal year 2009,
   the Company issued 16,878,389 stock options to employees and directors at a
   fair value of $4,725,949, ($0.28 fair value per option), at a weighted
   average exercise price of $0.343 per share. In fiscal year 2008, the Company
   issued 1,339,000 stock options to employees and directors at a fair value of
   $677,661, at a weighted average exercise price of $0.51 per share. On
   September 30, 2010, the Company had 14,513,940 options that were unvested at
   a fair value of $5,333,797, which is a weighted average fair value of $0.37
   per share with a weighted average remaining vesting life of 1.87 years. The
   fair value of each option grant was estimated on the date of grant using the
   Black-Scholes option-pricing model with the following assumptions:

                                              2010         2009         2008
                                              ----         ----         ----

      Expected stock price volatility      98.6-104.5%   79.5-80.2%      79-81%
      Risk-free interest rate               2.54-4.01%   2.82-3.72%  3.68-4.53%
      Expected life of options           9.63-10 Years     10 Years    10 Years
      Expected dividend yield                        -            -           -


                                      F-17
<PAGE>


   The Company's stock options are not transferable, and the actual value of the
   stock options that an employee may realize, if any, will depend on the excess
   of the market price on the date of exercise over the exercise price. The
   Company has based its assumption for stock price volatility on the variance
   of daily closing prices of the Company's stock. The risk-free rate of return
   used for fiscal years 2010, 2009 and 2008 equals the yield on ten-year
   zero-coupon U.S. Treasury issues on the grant date. Historical data was used
   to estimate option exercise and employee termination within the valuation
   model. The expected term of options represents the period of time that
   options granted are expected to be outstanding and has been determined based
   on an analysis of historical exercise behavior. No discount was applied to
   the value of the grants for non-transferability or risk of forfeiture.

2.   SERIES K CONVERTIBLE DEBT

     In August 2006, the Company issued $8,300,000 million in aggregate
     principal amount of convertible notes (the "Series K Notes") together with
     warrants to purchase 4,825,581 shares of the Company's common stock (the
     "Series K Warrants"). Additionally, in connection with issuance of the
     Series K Notes and Series K Warrants, the placement agent received a fee of
     $498,000 and 386,047 fully vested warrants (the "Placement Agent Warrants")
     to purchase shares of the Company's common stock. Net proceeds were
     $7,731,290, net of $568,710 in direct transaction costs, including the
     placement agent fee. The Series K convertible debt has all either been
     repaid or converted into shares of the Company's common stock as of
     September 2009.

     Features of the Convertible Debt Instrument and Warrants

     The Series K Notes were convertible into 9,651,163 shares of the Company's
     common stock at the option of the holder at any time prior to maturity at a
     conversion price of $0.86 per share, subject to adjustment for certain
     events described below. The Series K Warrants were exercisable over a
     five-year period from February 4, 2007 through February 4, 2012 at $0.95
     per share.

     The Series K Notes bore interest at the greater of 8% or LIBOR plus 300
     basis points, and were required to be repaid in thirty equal monthly
     installments of $95,000 beginning on March 4, 2007 and continuing through
     September 4, 2010. The remaining principal balance of $950,000 was required
     to be repaid on August 4, 2011; however, holders of the Series K Notes were
     allowed to require the repayment of the entire remaining principal balance
     at any time after August 4, 2009. Interest had been payable quarterly
     beginning in September 30, 2006. Each payment of principal and accrued
     interest could be settled in cash or in shares of common stock at the
     option of the Company. The number of shares deliverable under the
     share-settlement option was determined based on the lower of (a) $0.86 per
     share, as adjusted pursuant to the terms of the Series K Notes or (b) 90%
     applied to the arithmetic average of the volume-weighted-average trading
     prices for the twenty day period immediately preceding each share
     settlement.


                                      F-18
<PAGE>


     The conversion price of the Series K Notes and exercise price of the Series
     K Warrants were each subject to certain anti-dilution protections,
     including for stock splits, stock dividends, change in control events and
     dilutive issuances of common stock or common stock equivalents, such as
     stock options, at an effective price per share that is lower than the then
     conversion price. In the event of a dilutive issuance of common stock or
     common stock equivalents, the conversion price and exercise price would be
     reduced to equal the lower per share price of the subsequent transaction.

     Accounting for the Convertible Debt Instrument and Warrants

     The Company accounted for the Series K Warrants as derivative liabilities
     in accordance with Codification 815-10. The Company determined that the
     Series K Notes constituted a hybrid instrument that had the characteristics
     of a debt host contract containing several embedded derivative features
     that would require bifurcation and separate accounting as a derivative
     instrument pursuant to the provisions of the topic. The Company determined
     that certain of these features cannot be reliably measured and, in
     accordance with the requirements of the topic, measured the entire hybrid
     instrument at fair value with changes in fair value recognized as either a
     gain or loss.

     Upon issuance of the Series K Notes and Series K Warrants, the Company
     allocated proceeds received to the Series K Notes and the Series K Warrants
     on a relative fair value basis. As a result of such allocation, the Company
     determined the initial carrying value of the Series K Notes to be
     $6,565,528. The Series K Notes were immediately marked to fair value
     resulting in a derivative liability in the amount of $9,728,793 and the
     Company recognized a charge of $3,163,265, which was recorded as costs
     associated with convertible debt. As of September 30, 2008, the fair value
     of the Series K Notes was $1,943,240, and the Company recognized a total
     gain of $1,799,393 on the convertible debt and associated warrants during
     the year ended September 30, 2008. A debt discount in the amount of
     $1,734,472 was amortized to interest expense using the effective interest
     method over the expected term of the Series K Notes. During the year ended
     September 30, 2009, the Company recorded interest expense of $193,980 in
     related amortization of the debt discount. During the year ended September
     30, 2008, the Company recorded interest expense of $249,106 in related
     amortization of the debt discount over the term of the Series K Notes.

     Upon issuance, the Series K Warrants and Placement Agent Warrants did not
     meet the requirements for equity classification set forth in Codification
     815-10-50, "Accounting for Derivative Financial Instruments Indexed to, and
     Potentially Settled in, a Company's Own Stock," because such warrants (a)
     must be settled in registered shares and (b) are subject to substantial
     liquidated damages if the Company is unable to maintain the effectiveness
     of the resale registration of the shares. Therefore such warrants were
     accounted for as freestanding derivative instruments pursuant to the
     provisions of Codification 815-10. Accordingly, the Company allocated
     $2,570,138 of the initial proceeds to the Series K Warrants and immediately
     marked them to fair value resulting in a derivative liability of $2,570,138
     and recognized a charge of $835,666, which was recorded as costs associated
     with convertible debt. As of September 30, 2008, the fair value of the
     Series K Warrants was $995,793. The Company paid $568,710 in cash
     transaction costs and incurred another $223,907 in costs based upon the
     fair value of the Placement Agent Warrants, which was recorded as costs
     associated with convertible debt. Such costs were expensed immediately as

                                      F-19
<PAGE>

     part of fair value adjustments required in connection with the convertible
     debt instrument and the Company's irrevocable election to initially and
     subsequently measure the Series K Notes at fair value. As of September 30,
     2008, the fair value of the Placement Agent Warrants was $79,664. In
     connection with the June 2009 financing, the Series K notes and warrants
     were repriced to $0.40. As of September 30, 2009, the fair value of the
     remaining investor and broker warrants was $5,372,598. During the fiscal
     year ended September 30, 2010, 1,335,221 Series K warrants were exercised,
     on which the Company recognized a gain on conversion of $280,223. When the
     warrants were exercised, $1,233,518 of the Series K warrants was converted
     from derivative liabilities to equity. At September 30, 2010, the fair
     value of the remaining investor and broker warrants was $1,002,502.

     During the year ended September 30, 2009, all remaining convertible debt
     was converted into common stock or was repaid in accordance with the terms
     of the agreement. $24,375 was repaid at 120% and $1,206,341 in convertible
     debt was converted into 3,015,852 shares of common stock during the year
     ended September 30, 2009.

3.    OPERATIONS AND FINANCING

   The Company has incurred significant costs since its inception in connection
   with the acquisition of certain patented and unpatented proprietary
   technology and know-how relating to the human immunological defense system,
   patent applications, research and development, administrative costs,
   construction of laboratory facilities, and clinical trials. The Company has
   funded such costs with proceeds from the public and private sale of its
   common and preferred stock. The Company will be required to raise additional
   capital or find additional long-term financing in order to continue with its
   research efforts. To date, the Company has not generated any revenue from
   product sales. The ability of the Company to complete the necessary clinical
   trials and obtain Federal Drug Administration (FDA) approval for the sale of
   products to be developed on a commercial basis is uncertain. Ultimately, the
   Company must complete the development of its products, obtain the appropriate
   regulatory approvals and obtain sufficient revenues to support its cost
   structure.

   The Company has two partners who have agreed to participate in and pay for
   part of the Phase III clinical trial for Multikine. Since the Company was
   able to raise substantial capital during 2009, the Company is currently
   preparing the Phase III trial for Multikine. The net cost of the clinical
   trial is currently being negotiated, but is assumed to be about $25 - $26
   million. The Company believes that its capital will allow it to enroll the
   patients in the Phase III clinical trial. The Company will need to raise
   additional funds, either through its existing warrants/options, through a
   debt or equity financing or a partnering arrangement, to complete the Phase
   III trial and bring Multikine to market. There can be no assurances the
   Company will be successful in raising additional funds.

                                      F-20
<PAGE>

4.   RESEARCH AND OFFICE EQUIPMENT

   Research and office equipment at September 30, 2010 and 2009, consists of the
following:

                                                     2010          2009
                                                     ----          ----

   Research equipment                           $3,647,684     $3,292,472
   Furniture and equipment                         116,996        122,957
   Leasehold improvements                          126,910         44,419
                                               ------------       -------
                                                 3,891,590      3,459,848

   Less:  Accumulated depreciation
     and amortization                           (2,626,759)    (2,259,237)
                                               -----------     ----------
   Net research and office equipment            $1,264,831     $1,200,611
                                                ==========     ==========

5. INCOME TAXES

   At September 30, 2010, the Company had a federal net operating loss
   carryforward of approximately $115 million expiring from 2011 through 2030.
   In addition, the Company has a general business credit as a result of the
   credit for increasing research activities of approximately $2,341,000 at
   September 30, 2010 and 2009. These tax credits begin expiring after twenty
   years from the year in which the credit was generated. The components of the
   deferred taxes at September 30, 2010 and 2009 are comprised of the following:

                                                     2010           2009
                                                     ----           ----

   Net operating loss                             $45,940,445   $39,491,048

   R&D credit                                       2,340,614     2,340,614
   Amortization of debt discount                           --       658,406
   Codification 718-10-30-3                         1,243,647       683,245
   Derivative loss                                         --     8,919,951
   Vacation and other                                  83,593         9,127
   Deferred rent                                      970,224             -
                                                  -----------    ----------
   Total deferred tax assets                       50,578,523    52,102,392

   Derivative gain                                 (2,133,259)            -
   Depreciation                                       (80,026)            -
                                                  -----------    ----------

   Total deferred tax liability                    (2,213,285)            -
   Valuation allowance                            (48,365,238)  (52,102,392)
                                                  -----------    ----------
   Net deferred tax asset                         $         -   $         -
                                                  ===========   ===========

   In assessing the realization of the deferred tax assets, management
   considered whether it was more likely than not that some portion or all of
   the deferred tax asset will be realized. The ultimate realization of the
   deferred tax assets is dependent upon the generation of future taxable

                                      F-21
<PAGE>

   income. Management has considered the history of the Company's operating
   losses and believes that the realization of the benefit of the deferred tax
   assets cannot be determined. In addition, under the Internal Revenue Code
   Section 382, the Company's ability to utilize these net operating loss
   carryforwards may be limited or eliminated in the event of a change in
   ownership in the future. Internal Revenue Code Section 382 generally defines
   a change in ownership as the situation where there has been a more than 50
   percent change in ownership of the value of the Company within the last three
   years.

   The Company's effective tax rate is different from the applicable federal
   statutory tax rate. The reconciliation of these rates for the years ended
   September 30 is as follows:

                                                2010       2009       2008
                                                ----       ----       ----

      Federal Rate                              34.0%      34.0%      34.0%
      State tax rate, net of federal benefit    5.91%      3.96%      3.96%
      R&D credit                                   0%      2.01%      5.06%
      RT&D credit true-up                          0%     (0.40%)        0%
      Nondeductible expenses                    0.02%        (0%)    (0.04%)

      Valuation allowance                     (39.93%)   (39.57%)   (42.98%)
                                              -------    -------    -------
      Effective tax rate                         0.0%       0.0%       0.0%
                                              =======    =======    =======

   The Company adopted the provisions of Codification 740-10, "Accounting for
   Uncertainty in Income Taxes" on October 1, 2007 which requires financial
   statement benefits be recognized for positions taken for tax return purposes,
   when it is more likely than not that the position will be sustained. The
   Company has concluded that it has properly filed its tax returns and does not
   believe that any of the positions it has taken would result in a disallowance
   of any of these tax positions. Therefore, the Company has concluded that
   adoption of ASC 740-10 had no impact on its financial positions. No interest
   or penalties have been accrued as a result of adoption of this requirement.
   In the United States, the Company is still open to examination from 2006
   forward.

6. STOCK OPTIONS, BONUS PLAN AND WARRANTS

   Non-Qualified Stock Option Plans --At September 30, 2010, the Company has
   collectively authorized the issuance of 33,760,000 shares of common stock
   under its Non-Qualified Stock Option Plans. Options typically vest over a
   three-year period and expire no later than ten years after the grant date.
   Terms of the options are to be determined by the Company's Compensation
   Committee, which administers the plans. The Company's employees, directors,
   officers, and consultants or advisors are eligible to be granted options
   under the Non-Qualified Stock Option Plans.

   Information regarding the Company's Non-Qualified Stock Option Plans is
   summarized as follows:



                                      F-22
<PAGE>

                                  Outstanding                 Exercisable
                              ------------------          ----------------------
                                        Weighted                       Weighted
                                        Average                        Average
                                        Exercise                       Exercise
                               Shares    Price            Shares        Price
                               ------   --------          ------       --------

   Options outstanding,
     October 1, 2007         7,462,698    $0.69          5,972,712      $0.67

      Options granted        1,039,000    $0.60
      Options exercised        (50,467)   $0.29
      Options forfeited        (43,966)   $0.96
                             ---------

   Options outstanding,
     September 30, 2008      8,407,265    $0.68          6,553,939     $ 0.64

      Options granted       12,538,114    $0.38
      Options exercised       (162,253)   $0.38
      Options forfeited       (462,535)   $0.82
                             ---------

   Options outstanding,
     September 30,2009      20,320,591    $0.49          8,142,931      $0.64
                             ---------
      Options granted        1,453,450    $0.56
      Options exercised        (18,625)   $0.31
      Options forfeited        (35,002)   $0.97
                             ---------

   Options outstanding,
     September 30,2010      21,720,414    $0.50          8,906,473      $0.65
                            =========

   In December 2007, the Company extended the expiration date on 1,680,533
   options from the Nonqualified Stock Option Plans with exercise prices ranging
   from $1.05 to $1.94. The options originally would have expired between
   February 2008 and October 2008 and were extended for five years to expiration
   dates ranging from February 2013 to October 2013. This extension was
   considered a new measurement date with respect to the modified options. At
   the date of modification, the additional cost of the options was $410,471. As
   of September 30, 2010, all of these options remain outstanding.

   In April 2009, the Company extended the expiration date on 147,000 options
   from the Nonqualified Stock Option Plans with the exercise prices ranging
   from $1.05 to $1.87. The options originally would have expired between May
   2009 and September 2009 and were extended for three years to expiration dates
   ranging from May 2012 to September 2012. This extension was considered a new
   measurement date with respect to the modified options. At the date of
   modification, the additional cost of the options was $2,904. As of September
   30, 2010, all of these options remain outstanding.

   In January 2010, the Company extended the expiration date on 181,666 options
   from the Nonqualified Stock Option Plans with the exercise prices ranging
   from $1.05 to $1.76. The options originally would have expired between
   February 2010 and November 2010 and were extended for three years to
   expiration dates ranging from February 2013 to November 2013. This extension
   was considered a new measurement date with respect to the modified options.
   At the date of modification, the additional cost of the options was $72,632.
   As of September 30, 2010, all of these options remain outstanding.


                                      F-23
<PAGE>

   Incentive Stock Option Plan--At September 30, 2010, the Company has
   collectively authorized the issuance of 17,100,000 shares of common stock
   under its Incentive Stock Option Plans. Options vest over a one-year to
   three-year period and expire no later than ten years after the grant date.
   Terms of the options are to be determined by the Company's Compensation
   Committee, which administers the plans. Only the Company's employees and
   directors are eligible to be granted options under the Incentive Stock Option
   Plans.

   Information regarding the Company's Incentive Stock Option Plans is
   summarized as follows:

                                  Outstanding                 Exercisable
                              ------------------          ----------------------
                                        Weighted                       Weighted
                                        Average                        Average
                                        Exercise                       Exercise
                               Shares    Price            Shares        Price
                               ------   --------          ------       --------
   Options outstanding,
     October 1, 2007         4,601,933    $0.64          3,998,601      $0.63

      Options granted          300,000   $0.62
      Options exercised              -
      Options forfeited       (156,667)  $3.83
                             ---------

    Options outstanding,
      September 30, 2008     4,745,266   $0.53           4,121,935      $0.52

      Options granted        4,982,775   $0.27
      Options exercised       (100,000)  $1.13
      Options forfeited        (29,167)  $1.70
                             ---------

    Options outstanding,
      September 30, 2009     9,598,874   $0.39           8,548,876      $0.38
                             =========

      Options granted        1,100,000   $0.61
      Options exercised        (71,333)  $0.43
      Options forfeited        (34,500)  $2.25
                               -------

    Options outstanding,
       September 30,2010     10,593,041  $0.50           8,893,042      $0.65
                             =========

   In December 2007, the Company extended the expiration date on 225,100 options
   from the Incentive Stock Option Plans with exercise prices ranging from $1.05
   to $1.94. The options originally would have expired between February 2008 and
   December 2008 and were extended for five years to expiration dates ranging
   from February 2013 to December 2013. This extension was considered a new
   measurement date with respect to the modified options. At the date of
   modification, the additional cost of the options was $54,537. As of September
   30, 2010, all of these options remain outstanding.

   In April 2009, the Company extended the expiration date on 153,000 options
   from the Incentive Stock Option Plans with the exercise price of $1.05. The
   options originally would have expired between April 2009 and December 2009
   and were extended for three years to expiration dates ranging from April 2012


                                      F-24
<PAGE>

   to December 2012. This extension was considered a new measurement date with
   respect to the modified options. At the date of modification, the additional
   cost of the options was $3,238. As of September 30, 2010, all of these
   options remain outstanding.

   In January 2010, the Company extended the expiration date on 337,166 options
   from the Incentive Stock Option Plans with the exercise prices ranging from
   $1.05 to $1.18. The options originally would have expired between February
   2010 and December 2010 and were extended for three years to expiration dates
   ranging from February 2013 to December 2013. This extension was considered a
   new measurement date with respect to the modified options. At the date of
   modification, the additional cost of the options was $139,812. As of
   September 30, 2010, all of these options remain outstanding

   Other Options and Warrants

   The Company accounts for options to non-employees in accordance with
   Codification 505-50-05-5, "Equity Based Payments to Non-Employees". The
   warrants are valued using the Black-Scholes methodology and are either
   expensed as the warrants are vested or as a debit and a credit to additional
   paid-in capital if an equity transaction. If the warrants are expensed, they
   are revalued each quarter before they are fully vested and the difference in
   the value of the warrants is recorded in the consolidated statement of
   operations.  Warrants issued in connection with some financings are
   classified as derivative liabilities due to their terms. See Note 10 for
   further discussion of the derivative liabilities. Details of the other
   transactions follow.

   In November and December 2007, the Company extended the expiration date of
   2,016,176 investor and consultant warrants. The options and warrants were due
   to expire from December 1, 2007 through December 31, 2008. All options and
   warrants were extended for an additional five years from the original
   expiration date. The cost of the extension of investor warrants of $424,815
   was recorded as a debit to accumulated deficit (dividend) and a credit to
   additional paid-in capital. The cost of the extension of the consultant
   warrants of $99,181 was recorded as a debit to general and administrative
   expense and a credit to additional paid-in capital. The additional cost of
   the extension of investor and consultant warrants was determined using the
   Black Scholes method.

            Expected stock risk volatility                    72%
            Risk-free interest rate                         3.67%
            Expected life of warrant                    5.17-5.5 Years

   In January 2009, as part of an amended lease agreement on the manufacturing
   facility, the Company repriced 3,000,000 warrants issued to the lessor in
   July 2007 at $1.25 per share and which were to expire on July 12, 2013. These
   warrants were repriced at $0.75 per share and expire on January 26, 2014. The
   cost of this repricing and extension of the warrants was $70,515 and was
   accounted for as a debit to the deferred rent asset and a credit to
   additional paid-in capital. In addition, 787,500 additional warrants were
   given to the lessor of the manufacturing facility on the same date,
   exercisable at a price of $0.75 per share, and will expire on January 26,
   2014. The cost of these warrants was $45,207 and was accounted for as a debit
   to the deferred rent asset and a credit to additional paid-in capital. The
   cost of the warrant extension and the new warrants was determined using the
   Black Scholes method using the following assumptions.

                                      F-25
<PAGE>

            Expected stock risk volatility                    61.63%
            Risk-free interest rate                            1.52%
            Expected life of warrant                         5 Years

   In March 2009, as further consideration for its rights under the licensing
   agreement, Byron Biopharma purchased 3,750,000 Units from the Company at a
   price of $0.20 per Unit. Each Unit consisted of one share of the Company's
   common stock and two warrants. Each warrant entitles the holder to purchase
   one share of the Company's common stock at a price of $0.25 per share. The
   warrants are exercisable at any time prior to March 6, 2016. The fair value
   of the warrants was calculated to be $1,015,771 using the Black Scholes
   method with the following assumptions and was recorded as both a debit and a
   credit to additional paid-in capital.

            Expected stock risk volatility                    83.12%
            Risk-free interest rate                            2.30%
            Expected life of warrant                         7 Years

   Between March 31 and June 30, 2009, 2,296,875 new warrants were issued to the
   leaseholder on the manufacturing facility in consideration for the deferment
   of rent payments. The cost of these new warrants of $251,172 was recorded as
   a debit to research and development and a credit to additional paid in
   capital. The cost the new warrants was determined using the Black Scholes
   method using the following assumptions.

            Expected stock risk volatility                63.03 - 64.46%
            Risk-free interest rate                        1.82 - 2.13%
            Expected life of warrant                         5 Years

   In June 2009, 2,075,084 warrants issued to two investors in connection with a
   financing in August 2008 were reset from $0.75 to $0.40. The additional cost
   of the warrants of $123,013 was recorded as a debit and a credit to
   additional paid in capital. In addition, the investors were issued 1,815,698
   warrants exercisable at $0.40 per share at a cost of $404,460. The additional
   cost of the warrants was recorded as a debit and a credit to paid in capital.
   The costs were determined using the Black Scholes method using the following
   assumptions.

            Expected stock risk volatility                    63.75%
            Risk-free interest rate                            2.13%
            Expected life of warrant                      5.17 Years

   In June 2009, the Company issued 10,284,060 warrants exercisable at $0.50 per
   share in connection with the June financing. The cost of the warrants of
   $2,775,021 was recorded as a debit and a credit to additional paid in
   capital. See Note 11.

                                      F-26
<PAGE>


            Expected stock risk volatility                    62.59%
            Risk-free interest rate                       2.13-2.71%
            Expected life of warrant                         5 Years

   In connection with the reset of the conversion price of the Series K notes
   and the exercise price of the warrants from $0.75 to $0.40 after the June
   2009 financing, the Series K note holders received 5,348,357 additional
   warrants. The cost of these additional warrants is included in the fair value
   of the remaining warrants at September 30, 2010. See Note 2.

   In June 2009, the Company issued 1,648,244 warrants exercisable at $0.40 per
   share to the holder of a note from the Company. These warrants were valued at
   $65,796 using the Black Scholes method. In July 2009, the Company issued
   1,849,295 warrants exercisable at $0.50 per share to the holder of the note
   that was amended for the second time. These warrants were valued at $341,454
   using the Black Scholes method. The first warrants were recorded as a
   discount to the loan and a credit to additional paid-in capital. The second
   warrants were recorded as a debit to derivative loss of $831,230, a premium
   of $341,454 on the loan and a credit to additional paid in capital of
   $489,776. The first warrants were amortized as interest expense at the time
   of the second amendment. On the second amendment, $338,172 of the premium was
   amortized as a reduction to interest expense as of September 30, 2009. The
   balance of the premium of $3,282 was amortized as a reduction to interest
   expense in October 2009. The following assumptions were used to value these
   warrants:

                                                     June 2009      July 2009

            Expected stock risk volatility               90%            90%
            Risk-free interest rate                     2.4%           2.4%
            Expected life of warrant                 5 Years        5 Years

   In July 2009, 375,000 warrants held by an investor were extended for two
   years. The additional value of the warrants of $24,061 was calculated using
   the Black Scholes method using the following assumptions. This cost was
   accounted for as a debit and a credit to additional paid in capital.

                                                    Original      Extended
                                                    Warrants      Warrants

            Expected stock risk volatility            57.14%        57.14%
            Risk-free interest rate                    1.76%         1.76%
            Expected life of warrant              0.08 Year     2.08 Years

   In July 2009, 192,500 options were issued with exercise prices between $0.40
   and $0.60 per share to three consultants, for past services, at a cost of
   $35,911 using the Black Scholes method. The options were accounted for as a
   debit to general and administrative expense and a credit to additional paid


                                      F-27
<PAGE>

   in capital. Also in July 2009, the Company issued 200,000 options to a
   consultant with an exercise price of $0.38 per share. The cost of these
   options, $43,702, was calculated using the Black Scholes method using the
   following assumptions and accounted for as a debit to research and
   development and a credit to additional paid in capital.

            Expected stock risk volatility                  66.74%
            Risk-free interest rate                          2.71%
            Expected life of warrant                       5 Years

   In July 2009, the Company issued warrants to a private investor. The 167,500
   warrants were issued with an exercise price of $0.50 per share and valued at
   $43,550 using the Black Scholes method using the following assumptions. The
   cost of the warrants was accounted for as a debit to additional paid in
   capital and a credit to derivative liabilities.

            Expected stock risk volatility                    90%
            Risk-free interest rate                         2.90%
            Expected life of warrant                    5.5 Years

   In July 2009, 100,000 warrants were extended for one year. The cost of the
   extension of $3,134 was calculated using the Black Scholes method using the
   following assumptions. The cost was accounted for as a debit to general and
   administrative expenses and a credit to additional paid in capital.

                                                     Original      Extended
                                                     Warrants      Warrants

            Expected stock risk volatility            57.14%        57.14%
            Risk-free interest rate                    1.76%         1.76%
            Expected life of warrant               0.17 Year    1.17 Years

   In August 2009, the Company received additional financing. In connection with
   the financing, the Company issued 4,850,501 warrants exercisable at $0.55 per
   share. The cost of the warrants of $1,455,150 was calculated using the Black
   Scholes method using the following assumptions and was recorded as a debit to
   additional paid in capital and a credit to derivative liabilities. See Note
   11.

            Expected stock risk volatility                  90%
            Risk-free interest rate                       2.59%
            Expected life of warrant                 5.51 Years

   Also in August 2009, the Company completed an offering to the original Series
   K investors. Issued with an exercise price of $0.55 per share, the 541,717
   warrants were valued at $249,190 using the Black Scholes method using the
   following assumptions. The warrants were accounted for as a debit to
   additional paid in capital and a credit to derivative liabilities.

            Expected stock risk volatility                  90 %
            Risk-free interest rate                        2.61%
            Expected life of warrant                   5.5 Years


                                      F-28
<PAGE>

   In September 2009, the Company received a $2,000,000 loan. In connection with
   the loan, the Company issued 500,000 warrants with an exercise price of $0.68
   per share. The cost of the warrants of $245,000 was recorded as a debit to
   discount on note payable and a credit to additional paid in capital. This
   cost was amortized to interest expense when the loan was repaid. See Note 11.

            Expected stock risk volatility                  90%
            Risk-free interest rate                       2.54%
            Expected life of warrant                  5.5 Years

   In September 2009, the Company issued 4,714,284 warrants with an exercise
   price of $1.50 per share in connection with a financing. The cost of the
   warrants of $3,488,570 was calculated using the Black Scholes method using
   the following assumptions and was recorded as a debit and a credit to
   additional paid in capital. See Note 11. In addition, 714,286 warrants were
   issued with an exercise price of $1.75 per share to the placement agent on
   the transaction. The cost of $664,286 was calculated using the Black Scholes
   method using the following assumptions and was accounted for as a debit to
   additional paid in capital and a credit to derivative liabilities.

                                                Financing      Placement Agent
                                                Warrants          Warrants

            Expected stock risk volatility         110%              110%
            Risk-free interest rate               1.01%             2.42%
            Expected life of warrant            2 Years        4.91 Years

   In accordance with Codification 815-40-15-7, derivative liabilities must be
   revalued at the end of each interim period and at the end of the fiscal year,
   as long as they remain outstanding. As of September 30, 2009, the fair value
   of these new derivative liabilities totaled $29,741,372. As of September 30,
   2010, the value of the remaining derivative liabilities totaled $5,943,549.

   In August 2010, 70,000 options owned by an investor were extended for two
   years at a cost of $15,477. This cost was calculated using the Black Scholes
   method and was accounted for as a credit to additional paid in capital and a
   debit to general and administrative expense. The calculation used the
   following assumptions.
                                                 Prior to          After
                                                 Extension       Extension

            Expected stock risk volatility         102%             102%
            Risk-free interest rate               0.15%            0.49%
            Expected life of warrant            0 Years          2 Years


                                      F-29
<PAGE>


   Stock Bonus Plans -- At September 30, 2010, the Company had been authorized
   to issue up to 11,940,000 shares of common stock under its Stock Bonus Plans.
   All employees, directors, officers, consultants, and advisors are eligible to
   be granted shares. During the year ended September 30, 2008, 205,125 shares
   were issued to the Company's 401(k) plan for a cost of $108,590. During the
   year ended September 30, 2009, 91,766 shares were issued to the Company's
   401(k) plan for a cost of $57,829. During the year ended September 30, 2010,
   182,233 shares were issued to the Company's 401(k) plan for a cost of
   $112,325.

   Stock Compensation Plan-- At September 30, 2010, 9,500,000 shares were
   authorized for use in the Company's stock compensation plan. During the year
   ended September 30, 2008, 1,789,451 shares were issued at the weighted
   average $0.62 per share for a total cost of $1,324,474. During the year ended
   September 30, 2009, 1,324,385 shares were issued at the weighted average of
   $0.24 per share for a total cost of $312,016. During the year ended September
   30, 2010, no shares were issued from the Stock Compensation Plan.

7.    EMPLOYEE BENEFIT PLAN

   The Company maintains a defined contribution retirement plan, qualifying
   under Section 401(k) of the Internal Revenue Code, subject to the Employee
   Retirement Income Security Act of 1974, as amended, and covering
   substantially all Company employees. Each participant's contribution is
   matched by the Company with shares of common stock that have a value equal to
   100% of the participant's contribution, not to exceed the lesser of $10,000
   or 6% of the participant's total compensation. The Company's contribution of
   common stock is valued each quarter based upon the closing bid price of the
   Company's common stock. The expense for the years ended September 30, 2010,
   2009, and 2008, in connection with this Plan was $123,500, $61,517, and
   $110,670, respectively.

8. COMMITMENTS AND CONTINGENCIES

   Operating Leases-The future minimum annual rental payments due under
   noncancelable operating leases for office and laboratory space are as
   follows:

            Year Ending September 30,

                 2011                            1,903,471
                 2012                            1,896,205
                 2013                            1,855,889
                 2014                            1,579,931
                 2015                            1,572,839
                 2016 and thereafter            26,441,949
                                               -----------
                 Total minimum lease payments:  $35,250,284
                                               ============

   Rent expense for the years ended September 30, 2010, 2009, and 2008, was
   $3,308,102, $2,759,332, and $253,526, respectively. Rent increased
   substantially during the fiscal year ended September 30, 2009 because the

                                      F-30
<PAGE>

   Company took delivery of the new building in October of 2008; see discussion
   below. These leases expire between June 2012 and August 2028.

   In August 2007 the Company leased a building near Baltimore, Maryland. The
   building was be remodeled in accordance with the Company's specifications so
   that it can be used by the Company to manufacture Multikine for the Company's
   Phase III clinical trial and sales of the drug if approved by the FDA. The
   Company took possession of the building in October 2008.

   The lease is for a term of twenty years and required annual base rent
   payments of $1,575,000 during the first year of the lease. The annual base
   rent escalates each year at 3%. The Company is also required to pay all real
   and personal property taxes, insurance premiums, maintenance expenses, repair
   costs and utilities. The lease allows the Company, at its election, to extend
   the lease for two ten-year periods or to purchase the building at the end of
   the 20-year lease. The lease required the Company to pay $3,150,000 towards
   the remodeling costs, which will be recouped by reductions in the annual base
   rent of $303,228 in years six through twenty of the lease, subject to the
   Company maintaining compliance with the lease covenants. Included on the
   consolidated balance sheet is an asset of $7,819,522 shown as deferred rent.
   $7,068,184 of this asset is long term and the balance of $751,338 is in
   current assets. Included in deferred rent are the following: 1) deposit on
   the manufacturing facility ($3,150,000); 2) warrants issued to lessor
   ($1,481,040); 3) additional investment ($2,889,409); 4) deposit on the cost
   of the leasehold improvements for the manufacturing facility ($1,786,591); 5)
   amortization of deferred rent ($(1,682,053)); and 6) accrued interest on
   deposit ($194,535). Also included on the consolidated balance sheet is
   restricted cash of $21,357. In July 2008, the Company was required to deposit
   the equivalent of one year of base rent in accordance with the contract. The
   $1,575,000 included in current assets on September 30, 2009 was required to
   be deposited when the amount of cash the Company had dropped below the amount
   stipulated in the lease. The Company received a refund of the deposit in
   February 2010, when the Company was again in compliance with the contract.

   Employment Contracts--In April 2005, the Company entered into a three-year
   employment agreement with Maximilian de Clara, the Company's President. The
   employment agreement provided that the Company would pay Mr. de Clara an
   annual salary of $363,000 during the term of the agreement. On September 8,
   2006 Mr. de Clara's Employment Agreement was amended and extended to April
   30, 2010. On August 30, 2010, Mr. de Clara's employment agreement, as amended
   on September 8, 2006, was extended to August 30, 2013.

                                      F-31
<PAGE>

   The employment agreement, as amended, also provided that on September 8,
   2006, March 8, 2007, September 8, 2007, March 8, 2008, September 8, 2008 and
   March 8, 2009, each date being a "Payment Date", the Company issued Mr. de
   Clara shares of its common stock equal in number to the amount determined by
   dividing $200,000 by the average closing price of the Company's common stock
   for the twenty trading days preceding the Payment Date. A total of 2,610,649
   shares were issued to Mr. de Clara under this agreement.

    The employment agreement provides that the Company will pay Mr. de Clara an
    annual salary of $363,000 during the term of the agreement. In the event
    that there is a material reduction in his authority, duties or activities,
    or in the event there is a change in the control of the Company, then the
    agreement allows him to resign from his position at the Company and receive
    a lump-sum payment from the Company equal to 18 months salary. For purposes
    of the employment agreement, a change in the control of the Company means
    the sale of more than 50% of the outstanding shares of the Company's Common
    Stock, or a change in a majority of the Company's directors.

   In September 2006, the Company agreed to extend its employment agreement with
   Geert R. Kersten, the Company's Chief Executive Officer, to September 2011.
   The employment agreement, which is essentially the same as Mr. Kersten's
   prior employment agreement, provides that during the term of the agreement
   the Company will pay Mr. Kersten an annual salary of $370,585 plus any
   increases approved by the Board of Directors during the period of the
   employment agreement. In the event there is a change in the control of the
   Company, the agreement allows him to resign from his position at the Company
   and receive a lump-sum payment from the Company equal to 24 months of salary.
   For purposes of the employment agreement a change in the control of the
   Company means: (1) the merger of the Company with another entity if after
   such merger the shareholders of the Company do not own at least 50% of voting
   capital stock of the surviving corporation; (2) the sale of substantially all
   of the assets of the Company; (3) the acquisition by any person of more than
   50% of the Company's common stock; or (4) a change in a majority of the
   Company's directors which has not been approved by the incumbent directors.

   On August 30, 2010, the Company entered into a three-year employment
   agreement with Patricia B. Prichep, the Company's Senior Vice President of
   Operations. The employment agreement with Ms. Prichep provides that during
   the term of the agreement the Company will pay Ms. Prichep an annual salary
   of $194,298 plus any increases approved by the Board of Directors during the
   period of the employment agreement.

   On August 30, 2010, the Company also entered into a three-year employment
   agreement with Eyal Talor, Ph.D., the Company's Chief Scientific Officer. The
   employment agreement with Dr. Talor provides that during the term of the
   agreement the Company will pay Dr. Talor an annual salary of $239,868 plus
   any increases approved by the Board of Directors during the period of the
   employment agreement.

   In the event there is a change in the control of the Company, the employment
   agreements with Ms. Prichep and Dr. Talor allow Ms. Prichep and/or Dr. Talor
   (as the case may be) to resign from her or his position at the Company and
   receive a lump-sum payment from the Company equal to 18 months salary. For
   purposes of the employment agreements, a change in the control of the Company
   means: (1) the merger of the Company with another entity if after such merger
   the shareholders of the Company do not own at least 50% of voting capital
   stock of the surviving corporation; (2) the sale of substantially all of the
   assets of the Company; (3) the acquisition by any person of more than 50% of
   the Company's common stock; or (4) a change in a majority of the Company's
   directors which has not been approved by the incumbent directors.
   The employment agreements with Ms. Prichep and Dr. Talor will also terminate
   upon the death of the employee, the employee's physical or mental disability,
   willful misconduct, an act of fraud against the Company, or a breach of the
   employment agreement by the employee. If the employment agreement is
   terminated for any of these reasons the employee, or her or his legal
   representatives, as the case may be, will be paid the salary provided by the
   employment agreement through the date of termination.

                                      F-32
<PAGE>

   The Company has an additional contract with a consultant for a nine month
   period ending in fiscal year 2011. This contract totals approximately
   $45,000. Further, the Company has contingent obligations with other vendors
   for work that will be completed in relation to the Phase III trial. The
   timing of these obligations cannot be determined at this time. The amount of
   these obligations for the Phase III trial are approximately $27 million with
   the net cost to the Company being between $25 - $26 million.

   Iroquois Lawsuit - On October 21, 2009, Iroquois filed suit against the
   Company in the United States District Court for the Southern District of New
   York. In its lawsuit, Iroquois is seeking $30 million in actual damages, $90
   million in punitive damages, the issuance of an additional 4,264,681 shares
   of the Company's common stock, the issuance of warrants to purchase an
   additional 6,460,757 shares of the Company's stock and a ruling by the court
   that the conversion price of the notes and the exercise price of the warrants
   are both $0.20.

   The Company believes that Iroquois's claims are without merit and has filed a
   motion with the District Court seeking the dismissal of Iroquois's lawsuit.

9. LOANS FROM OFFICER AND INVESTOR

    Between December 2008 and June 2009, Maximilian de Clara, the Company's
    President and a director, loaned the Company $1,104,057. The loan was
    initially payable at the end of March, 2009, but was extended to the end of
    June 2009. At the time the loan was due, and in accordance with the loan
    agreement, the Company issued Mr. de Clara warrants which entitle Mr. de
    Clara to purchase 1,648,244 shares of the Company's common stock at a price
    of $0.40 per share. The warrant is exercisable at any time prior to December
    24, 2014. Pursuant to Codification paragraph 470-50-40-17, the fair value of
    the warrants issuable under the first amendment was recorded as a discount
    on the note payable with a credit recorded to additional paid-in capital.
    The discount was amortized from April 30, 2009 through June 27, 2009.
    Although the loan was to be repaid from the proceeds of the Company's then
    recent financing, the Company's Directors deemed it beneficial not to repay
    the loan and negotiated a second extension of the loan with Mr. de Clara on
    terms similar to the June 2009 financing. Pursuant to the terms of the
    second extension the note is now due on July 6, 2014, but, at Mr. de Clara's
    option, the loan can be converted into shares of the Company's common stock.
    The number of shares which will be issued upon any conversion will be
    determined by dividing the amount to be converted by $0.40. As further
    consideration for the second extension, Mr. de Clara received warrants which
    allow Mr. de Clara to purchase 1,849,295 shares of the Company's common
    stock at a price of $0.50 per share at any time prior to January 6, 2015.


                                      F-33
<PAGE>

    The loan from Mr. de Clara bears interest at 15% per year and is secured by
    a second lien on substantially all of the Company's assets. The Company does
    not have the right to prepay the loan without Mr. de Clara's consent.

    In accordance with Codification Subtopic 470-50, the second amendment to the
    loan was accounted for as an extinguishment of the first amendment debt. The
    extinguishment of the loan requires that the new loan be recorded at fair
    value and a gain or loss must be recognized. This resulted in a premium of
    $341,454, which was amortized over the period from July 6, 2009, the date of
    the second amendment, to October 1, 2009. The loan holder may request
    repayment in full or in part at any time after October 1, 2009 on ten days
    notice. In October 2009, the balance of the remaining premium of $3,282, was
    amortized to interest expense. Amortization of the premium was $338,172 for
    the year ended September 30, 2009.

    In early September 2009, the Company received a short term loan of
    $2,000,000, with associated costs of $73,880, from two investors. The
    Company repaid the loan at the end of September 2009, along with $200,000 in
    interest. In addition, the Company issued 500,000 warrants at $0.68 at a
    cost of $245,000 in connection with the loan. This cost was recorded as a
    debit to discount on note payable and a credit to derivative liabilities.
    When the loan was repaid, this discount was written off as interest expense.
    On September 30, 2009, the fair value of the warrants was $735,000. On
    September 30, 2010, the fair value of the warrants was $220,000, and all of
    the warrants remain outstanding.

10.   STOCKHOLDERS' EQUITY

   On April 18, 2007, the Company completed a $15 million private financing.
   Shares were sold at $0.75, a premium over the closing price of the previous
   two weeks. The financing was accompanied by 10 million warrants with an
   exercise price of $0.75 and 10 million warrants with an exercise price of
   $2.00. The warrants are known as Series L and Series M warrants,
   respectively. The shares were registered in May 2007.

   The financing resulted in the issuance of 19,999,998 shares of common stock
   to the investors. The warrants issued with the financing qualified for equity
   treatment. The Series L warrants were recorded as a debit and a credit to
   additional paid-in capital at a value of $5,164,355 and the Series M warrants
   were recorded as a debit and a credit to additional paid-in capital at a fair
   value of $434,300.

   In September 2008, 2,250,000 of the original Series L warrants were repriced
   at $0.56 and extended for one year to April 17, 2013. The increase in the
   value of the warrants of $173,187 was recorded as a debit and a credit to
   additional paid-in capital in accordance with the original accounting for the
   Series L warrants.

   As a result of the financing, and in accordance with the original Series K
   agreement, the Series K conversion price of the notes was repriced to $0.75
   from the original $0.86 and the exercise price of the warrants were adjusted
   to $0.75 from the original $0.95. The Series K convertible debt and warrants
   were revalued with the new conversion price and were adjusted to their new
   fair value.

                                      F-34
<PAGE>

   On August 18, 2008, the Company sold 1,383,389 shares of common stock and
   2,075,084 warrants in a private financing for $1,037,542. The shares were
   sold at $0.75, a significant premium over the closing price of the Company's
   common stock. The warrants were valued at $891,336 and recorded as a debit
   and a credit to additional paid-in capital. Each warrant entitles the holder
   to purchase one share of the Company's common stock at a price of $0.75 per
   share at any time prior to August 18, 2014. The shares have no registration
   rights.

   On February 26, 2008, the Company issued a total of 258,000 shares of
   restricted common stock to two consultants at $0.53 per share for a total
   cost of $136,740 of which $70,312 had been expensed at September 30, 2008.
   This stock was expensed over the period of the contracts with the
   consultants. In April 2008, an additional 258,000 shares of restricted common
   stock to two consultants were issued at $0.69 for a total cost of $178,020,
   of which $86,984 had been expensed at September 30, 2008. The value of the
   stock was expensed over the remaining period of the contracts with the
   consultants.

   During the fourth quarter of fiscal year 2008, an additional 1,173,000 shares
   were issued to consultants at prices ranging from $0.55 to $0.578. The total
   cost of $649,994 was expensed to general and administrative expense. At
   September 30, 2008, $111,452 had been expensed to general and administrative
   expense.

   During the year ended September 30, 2009, the Company issued 3,316,438 shares
   of common stock in payment of invoices totaling $1,561,343. Common stock was
   also issued to pay interest and principal on the convertible debt. See Note
   2. In addition, the balance of the shares issued to the Company's president
   in September 2008 were expensed at a cost of $200,000. An additional
   1,030,928 shares were issued to the president in March 2009 at a cost of
   $200,000. An additional 12,672 shares were issued to an employee for
   expenses. The shares were expensed at a cost of $3,168.

   In November 2008, the Company extended its licensing agreement for Multikine
   with Orient Europharma. The new agreement extends the Multikine collaboration
   to also cover South Korea, the Philippines, Australia and New Zealand. The
   licensing agreement initially focuses on the areas of head and neck cancer,
   nasopharyngeal cancer and potentially cervical cancer. The agreement expires
   15 years after the commencement date which is defined as the date of the
   first commercial sale of Multikine in any country within the territory. In
   connection with the agreement, Orient Europharma purchased 1,282,051 shares
   of common stock at a cost of $0.39 per share, for a total to the Company,
   after expenses, of $499,982.

   On December 30, 2008, the Company entered into an Equity Line of Credit
   agreement as a source of funding for the Company. For a two-year period, the
   agreement allows the Company, at its discretion, to sell up to $5 million of
   the Company's common stock at the volume weighted average price of the day
   minus 9%. The Company may request a drawdown once every ten trading days,
   although the Company is under no obligation to request any draw-downs under
   the equity line of credit. The equity line of credit expires on January 6,
   2011. There were no draw-downs during the years ended September 30, 2010 or
   2009.

                                      F-35
<PAGE>

   On March 6, 2009, the Company entered into a licensing agreement with Byron
   Biopharma LLC ("Byron") under which the Company granted Byron an exclusive
   license to market and distribute the Company's cancer drug Multikine in the
   Republic of South Africa. The Company has existing licensing agreements for
   Multikine with Teva Pharmaceuticals and Orient Europharma. Pursuant to the
   agreement, Byron will be responsible for registering the product in South
   Africa. Once Multikine has been approved for sale, the Company will be
   responsible for manufacturing the product, while Byron will be responsible
   for sales in South Africa. Revenues will be divided equally between the
   Company and Byron. To maintain the license Byron, among other requirements,
   must make milestone payments to the Company totaling $125,000 on or before
   March 15, 2010. This payment was received in March 2010. On March 30, 2009,
   and as further consideration for its rights under the licensing agreement,
   Byron purchased 3,750,000 Units from the Company at a price of $0.20 per
   Unit. Each Unit consisted of one share of the Company's common stock and two
   warrants. Each warrant entitles the holder to purchase one share of the
   Company's common stock at a price of $0.25 per share. The warrants are
   exercisable at any time prior to March 6, 2016. The shares of common stock
   included as a component of the Units were registered by the Company under the
   Securities Act of 1933. The Units were accounted for as an equity transaction
   using the Black Scholes method to value the warrants. The fair value of the
   warrants was calculated to be $1,015,771 and was recorded as both a debit and
   a credit to additional paid-in capital.

   In late June and early July of 2009, the Company raised $6,139,739, less
   associated costs of $296,576. The Company issued 15,349,346 shares at $0.40
   per share to the investors. The Company also issued 10,284,060 warrants,
   exercisable at $0.50 per share to the investors at a fair value of $2,775,021
   and this cost is shown on the balance sheet as a derivative liability. As of
   September 30, 2009, the fair value of the warrants was $15,223,759. During
   the year ended September 30, 2010, 8,813,088 warrants were exercised. As of
   September 30, 2010, the fair value of the 1,470,972 remaining warrants was
   $676,647.

   As a result of the June 2009 financing, the conversion price of the Series K
   notes and the exercise price of the Series K warrants were reduced to $0.40
   per share because the shares sold by the Company were below the conversion
   price of the notes and the exercise price of the warrants. Also in
   conjunction with the June 2009 financing, the exercise price of warrants
   issued in a prior financing was reset to $0.40 per share, resulting in the
   issuance of an additional 1,166,667 shares of common stock. The issuance of
   these shares was accounted for as a dividend of $466,667 for the year ended
   September 30, 2009.

   On July 27, 2009, 215,000 shares were issued to employees at $0.39. These
   shares will vest at specified milestones; 20% of them had vested by September
   30, 2009. During the year ended September 30, 2009, $16,770 of the cost was
   expensed. There was no additional vesting for these shares for the year ended
   September 30, 2010. In addition, on August 5, 2009, 65,785 shares were issued
   at $0.38 to the Board of Directors. The cost of $24,998 was expensed during
   the year ended September 30, 2009.

   In late August of 2009, the Company raised an additional $4,852,995, less
   associated costs of $248,037. The Company issued 10,784,435 shares at $0.45
   per share to the investors. The Company also issued 5,392,217 warrants at
   $0.55 per share to the investors at a fair value of $1,704,340 and this cost


                                      F-36
<PAGE>

   is shown on the balance sheet as a derivative liability on September 30,
   2009. As of September 30, 2009, the fair value of these warrants was
   $8,088,328. On September 30, 2010, these warrants are shown as a derivative
   liability of $2,480,420. No warrants were exercised during the year ended
   September 30, 2010.

   In September of 2009, the Company raised an additional $20,000,000, less
   associated costs of $1,423,743. The Company issued 14,285,715 shares at $1.40
   per share to the investors. The Company also issued 4,714,284 warrants,
   exercisable at $1.50 per share to the investors at a fair value of
   $3,488,570. The Company also issued 714,286 warrants, exercisable at $1.75
   per share to the placement agent at a fair value of $642,857. The cost of the
   warrants is shown on the balance sheet as a derivative liability. As of
   September 30, 2009, the fair value of these warrants was $5,694,285. As of
   September 30, 2010, the fair value of these warrants is shown as a derivative
   liability of $660,000. No warrants were exercised during the year ended
   September 30, 2010.

   During the year ended September 30, 2010, there were an additional 2,011,174
   warrants and options exercised for 2,011,174 shares of common stock at prices
   ranging from $0.56 to $0.75. The Company received a total of $1,413,307 from
   the exercise of warrants and options during the year ended September 30,
   2010.

   During the year ended September 30, 2009, 3,316,438 shares of common stock
   were issued in payment of invoices totaling $1,561,343. During the year ended
   September 30, 2010, 465,158 shares of common stock were issued in payment of
   invoices totaling $1,241,026.

   In accordance with Codification 815-40-15-7, derivative liabilities must be
   revalued at the end of each interim period and at the end of the fiscal year,
   as long as they remain outstanding. Series A through E warrants that do not
   qualify for equity accounting must be accounted for as a derivative liability
   since the warrant agreements provide the holders with the right, at their
   option, to require the Company to a cash settlement of the warrant at
   Black-Scholes value in the event of a Fundamental Transaction, as defined in
   the warrant agreements. Since the occurrence of a Fundamental Transaction is
   not entirely within the Company's control, there exist circumstances that
   would require net-cash settlement of the warrants while holders of shares
   would not receive a cash settlement. As of September 30, 2009, the fair value
   of these derivative liabilities was $29,741,372. As of September 30, 2010,
   and after the exercise of warrants discussed above, the fair value of these
   derivative liabilities was $4,037,067.

   During the fiscal year ended September 30, 2010, 8,813,088 of Series A
   warrants were exercised, resulting on a gain on derivative instruments of
   $8,433,451. When the warrants were exercised, the value of these warrants was
   converted from derivative liabilities to equity, and the Series A warrants
   transferred to equity totaled $4,276,972.

   On October 1, 2009, the Company reviewed all outstanding warrants in
   accordance with the requirements of Codification 815-40, "Determining Whether
   an Instrument (or Embedded Feature) is Indexed to an Entity's Own Stock".
   This topic provides that an entity should use a two-step approach to evaluate

                                      F-37
<PAGE>

   whether an equity-linked financial instrument (or embedded feature) is
   indexed to its own stock, including evaluating the instrument's contingent
   exercise and settlement provisions. Two warrant agreements provide for
   adjustments to the purchase price for certain dilutive events, which includes
   an adjustment to the warrant exercise price in the event that the Company
   makes certain equity offerings in the future at a price lower than the
   exercise price of the warrants. Under the provisions of Codification 815-40,
   the warrants are not considered indexed to the Company's stock because future
   equity offerings or sales of the Company's stock are not an input to the fair
   value of a "fixed-for-fixed" option on equity shares, and equity
   classification is therefore precluded. Accordingly, effective October 1,
   2009, 3,890,782 warrants issued in August 2008 were determined to be subject
   to the requirements of this topic and were valued using the Black-Scholes
   formula as of October 1, 2009 at $6,186,343. Effective October 1, 2009, the
   warrants are recognized as a liability in the Company's condensed
   consolidated balance sheet at fair value with a corresponding adjustment to
   accumulated deficit and will be marked-to-market each reporting period during
   which they are exercisable. The warrants were revalued on September 30, 2010,
   at $1,906,482. The assumptions used in the fair value calculation for the
   warrants as of October 1, 2009 and September 30, 2010 are as follows:

                                    October 1, 2009   September 30, 2010
                                   ----------------   ------------------

   Expected stock price volatility         95%               100%
   Risk-free interest rate              2.151%             0.919%
   Expected life of warrant         4.88 years         3.88 years

   On March 12, 2010,  the Company  temporarily  reduced the exercise price of
   the Series M warrants,  originally  issued on April 18, 2007.  The exercise
   price was reduced from $2.00 to $0.75.  At any time prior to June 16, 2010,
   investors  could have  exercised  the Series M warrants at a price of $0.75
   per  share.  For every two Series M  warrants  exercised  prior to June 16,
   2010, the investor would have received one Series F warrant.  Each Series F
   warrant  would  have  allowed  the  holder  to  purchase  one  share of the
   Company's  common  stock at a price of  $2.50  per  share at any time on or
   before June 15, 2014.  After June 15, 2010 the exercise price of the Series
   M warrants  reverted back to the $2.00 per share.  Any person  exercising a
   Series M warrant  after  June 15,  2010  would  not  receive  any  Series F
   warrants.  The Series M warrants  expire on April 17, 2012.  An analysis of
   the modification to the warrants determined that the modification increased
   the value of the warrants by  $1,432,456.  The adjustment was recorded as a
   debit and a credit to additional  paid-in capital.  There were no exercises
   of the Series M warrants at the reduced price and the exercise price of the
   Series M warrants reverted back to $2.00 on June 16, 2010.

   On August 3, 2010, the Company's Board of Directors approved an amendment to
   the terms of the Series M warrants held by an investor. The investor is the
   owner of 8,800,000 warrants priced at $2.00 per share. The investor may now
   purchase 6,000,000 shares of the Company's common stock (reduced from
   8,800,000) at a price of $0.60 per share. In approving the amendment, the
   Company's Directors determined that reducing the number of outstanding
   warrants would be beneficial. An analysis of the modification to the warrants
   determined that the modification increased the value of the warrants by
   $100,000. The adjustment was recorded as a debit and a credit to additional
   paid-in capital. As of September 30, 2010, all of these warrants remained
   outstanding.


                                      F-38
<PAGE>

11.   FAIR VALUE MEASUREMENTS

   Effective October 1, 2008, the Company adopted the provisions of Codification
   820-10, "Fair Value Measurements", which defines fair value, establishes a
   framework for measuring fair value and expands disclosures about such
   measurements that are permitted or required under other accounting
   pronouncements. While topic 820-10 may change the method of calculating fair
   value, it does not require any new fair value measurements. The adoption of
   Codification 820-10 did not have a material impact on the Company's results
   of operations, financial position or cash flows.

   In accordance with the topic, the Company determines fair value as the price
   that would be received to sell an asset or paid to transfer a liability in an
   orderly transaction between market participants at the measurement date. The
   Company generally applies the income approach to determine fair value. This
   method uses valuation techniques to convert future amounts to a single
   present amount. The measurement is based on the value indicated by current
   market expectations about those future amounts.

   Codification 820-10 establishes a fair value hierarchy that prioritizes the
   inputs used to measure fair value. The hierarchy gives the highest priority
   to active markets for identical assets and liabilities (Level 1 measurement)
   and the lowest priority to unobservable inputs (Level 3 measurement). The
   Company classifies fair value balances based on the observability of those
   inputs. The three levels of the fair value hierarchy are as follows:

     o    Level 1 - Observable  inputs such as quoted  prices in active  markets
          for identical assets or liabilities.

     o    Level 2 - Inputs other than quoted prices that are  observable for the
          asset or  liability,  either  directly or  indirectly.  These  include
          quoted prices for similar  assets or  liabilities  in active  markets,
          quoted  prices for  identical  or  similar  assets or  liabilities  in
          markets that are not active and amounts derived from valuation  models
          where all significant inputs are observable in active markets.

     o    Level 3 - Unobservable inputs that reflect management's assumptions.

   For disclosure purposes, assets and liabilities are classified in their
   entirety in the fair value hierarchy level based on the lowest level of input
   that is significant to the overall fair value measurement. The Company's
   assessment of the significance of a particular input to the fair value
   measurement requires judgment and may affect the placement within the fair
   value hierarchy levels.

   The table below sets forth the assets and liabilities measured at fair value
   on a recurring basis, by input level, in the condensed consolidated balance
   sheet at September 30, 2010:


                                      F-39
<PAGE>

<TABLE>
<S>                                 <C>                    <C>               <C>               <C>
                             Quoted Prices in          Significant
                            Active Markets for            Other          Significant
                           Identical Assets or          Observable        Unobservable
                          Liabilities (Level 1)      Inputs (Level 2)   Inputs (Level 3)       Total
                          ---------------------     -----------------   ----------------     ----------

Derivative Instruments       $         -                $         -       $ 6,946,051       $6,946,051
                             ===========                ===========       ===========       ==========
</TABLE>

   The table below sets forth the assets and liabilities measured at fair value
   on a recurring basis, by input level, in the condensed consolidated balance
   sheet at September 30, 2009:

<TABLE>
<S>                                 <C>                    <C>               <C>               <C>
                             Quoted Prices in          Significant
                            Active Markets for            Other          Significant
                           Identical Assets or          Observable        Unobservable
                          Liabilities (Level 1)      Inputs (Level 2)   Inputs (Level 3)       Total
                          ---------------------     -----------------   ----------------     ----------

Derivative Instruments       $         -                $         -        $35,113,970       $35,113,970
                             ===========                ===========        ===========       ===========
</TABLE>

      The following sets forth the reconciliation of beginning and ending
      balances related to fair value measurements using significant unobservable
      inputs (Level 3), as of September 30, 2010 and 2009:

                                                       2010          2009
                                                       ----          ----

      Beginning balance                            $35,113,970     $3,018,697
        Transfers in                                 6,186,343      8,877,217
        Transfers out                               (5,510,490)    (5,273,594)
        Realized and unrealized gains/losses
         recorded in Earnings                      (28,843,772)    28,491,650

      Ending balance                               $ 6,946,051    $35,113,970
                                                   ===========    ===========

   The fair values of the Company's derivative instruments disclosed above are
   primarily derived from valuation models where significant inputs such as
   historical price and volatility of the Company's stock as well as U.S.
   Treasury Bill rates are observable in active markets.

12. NET INCOME (LOSS) PER COMMON SHARE

   Basic earnings per share (EPS) excludes dilution and is computed by dividing
   net income by the weighted average of common shares outstanding for the
   period. Diluted EPS reflects the potential dilution that could occur if
   securities or other common stock equivalents (convertible preferred stock,
   convertible debt, warrants to purchase common stock and common stock options)
   were exercised or converted into common stock. The following table provides a
   reconciliation of the numerators and denominators of the basic and diluted
   per-share computations:


                                      F-40
<PAGE>

                                            2010         2009          2008
                                            ----         ----          ----
Net income (loss) - available to
 common shareholders-basic              $ 8,950,973   $(41,400,758) $(8,128,230)

  Add: Conversion of note payable           162,326              -            -
  Less: Conversion of derivative
          instruments                   (20,130,098)             -            -
                                        -----------   ------------  -----------

Net income (loss) - diluted            $(11,016,799)  $(31,830,304) $(8,128,230)

Weighted average number of
  shares - basic                        202,102,859    133,535,050  117,060,866

Incremental shares from:
  Potentially dilutive shares            21,414,912              -            -
     Conversion of note payable           2,760,142              -            -
                                        -----------   ------------  -----------
Weighted average number of
  shares - diluted                      226,277,913    133,535,050  117,060,866
                                       ============   ============  ===========

Earnings per share - basic             $       0.04   $      (0.31) $     (0.07)
                                       ============   ============  ===========

Earnings per share - diluted           $      (0.05)  $      (0.31) $     (0.07)
                                       ============   ============  ===========


   Included in the above computations of weighted-average shares for diluted net
   loss per share were options and warrants to purchase 21,414,912 shares of
   common stock as of September 30, 2010. Excluded from the above computations
   of weighted-average shares for diluted net loss per share were options and
   warrants to purchase 23,384,797, and 14,488,124 shares of common stock as of
   September 30, 2009 and 2008, respectively. These securities were excluded
   because their inclusion would have an anti-dilutive effect on net loss per
   share.

13.  SEGMENT REPORTING

   Codification 280-10, "Disclosure about Segments of an Enterprise and Related
   Information" establishes standards for reporting information regarding
   operating segments in annual financial statements and requires selected
   information for those segments to be presented in interim financial reports
   issued to stockholders. This topic also establishes standards for related
   disclosures about products and services and geographic areas. Operating
   segments are identified as components of an enterprise about which separate
   discrete financial information is available for evaluation by the chief
   operating decision maker, or decision-making group, in making decisions how
   to allocate resources and assess performance. The Company's chief decision
   maker, as defined under this topic, is the Chief Executive Officer. To date,
   the Company has viewed its operations as principally one segment, the
   research and development of certain drugs and vaccines. As a result, the
   financial information disclosed herein materially represents all of the
   financial information related to the Company's principal operating segment.


                                      F-41
<PAGE>

14.  QUARTERLY INFORMATION (UNAUDITED)

      The following quarterly data are derived from the Company's consolidated
statements of operations.

Financial Data

Fiscal 2010
<TABLE>
<S>                          <C>            <C>            <C>           <C>                <C>
                           Three           Three          Three         Three
                           months          months         months        months
                           ended           ended          ended          ended          Year Ended
                         December 31,     March 31,      June 30,     September 30,    September 30
                            2009            2010           2010           2010             2010
                         -----------      ---------    -----------    -------------    --------------

Revenue                   $  30,000       $  30,600    $     30,900     $     61,800    $    153,300

Operating expenses        4,282,849       5,350,958       3,424,959        5,654,787      18,713,553
Non operating expenses
  (income)                  (72,099)        (56,167)        (38,423)         (33,221)       (199,910)
Gain/loss on derivative
instruments              23,340,267       4,519,672       2,754,512       (1,770,679)     28,843,772

Modification of warrants          -      (1,432,456)              -         (100,000)     (1,532,456)
                         ----------      ----------    ------------      -----------     -----------
Net loss available to
 common shareholders    $19,159,517     $(2,176,975)   $   (601,124)     $(7,430,445)    $ 8,950,973
                        ===========     ===========    ============      ===========     ===========
Net loss per
   share-basic          $      0.10     $     (0.01)   $       0.00      $     (0.04)    $      0.04
                        ===========     ===========    ============      ===========     ===========
Weighted average
  shares-basic          194,959,814     204,173,750     204,592,051      204,757,898     202,102,859
Net loss per
   share-diluted        $      0.02     $     (0.03)   $      (0.01)     $    (0.04)     $     (0.05)
                        ===========     ===========    ============      ===========     ===========

Weighted average
  shares-diluted        256,198,162     258,251,010     231,827,525      228,932,952      226,277,913
</TABLE>

Fiscal 2009
<TABLE>
<S>                          <C>            <C>            <C>           <C>                <C>
                           Three           Three          Three         Three
                           months          months         months        months
                           ended           ended          ended          ended          Year Ended
                         December 31,     March 31,      June 30,     September 30,    September 30
                            2008            2009           2009           2009             2009
                         -----------      ---------    -----------    -------------    --------------

Revenue                   $       -       $  19,643    $     30,450     $     30,000    $     80,093

Operating expenses        2,551,823       2,384,760       3,243,576        3,920,391      12,100,550
Non operating expenses
 (income)                   (13,379)         16,717         376,445           18,140         397,923
Gain/loss on derivative
  instruments               391,689         264,554      (2,649,493)     (26,498,400)    (28,491,650)
                         ----------      ----------    ------------     ------------     ------------
Net loss                 (2,173,513)     (2,117,280)     (6,239,064)     (30,380,173)    (40,910,030)
Modification of
  warrants                        -               -        (466,667)         (24,061)       (490,728)
                         ----------      ----------    ------------      -----------     -----------
Net loss available to
   common shareholders   (2,173,513)     (2,117,280)   $ (6,705,731)    $(30,404,234)   $(41,400,758)
                        ===========     ===========    ============      ===========     ===========
Net loss per
  share-basic           $     (0.02)    $     (0.02)   $      (0.05)    $      (0.19)   $      (0.31)
                        ===========     ===========    ============      ===========     ===========
Net loss per
  share-diluted         $     (0.02)    $     (0.02)   $      (0.05)    $      (0.19)   $      (0.31)
                        ===========     ===========    ============      ===========     ===========
Weighted average
  shares-basic and
  diluted               122,215,334     124,701,667     130,076,656      156,916,920     133,535,050
</TABLE>


                                      F-42
<PAGE>

   The Company has experienced  large swings in its quarterly gains and losses
   in 2010 and 2009.  These swings are caused by the changes in the fair value
   of the  convertible  debt each quarter.  These changes in the fair value of
   the debt are recorded on the  consolidated  statements  of  operations.  In
   addition,  the cost of options  granted to  consultants  has  affected  the
   quarterly losses recorded by the Company.

15.  SUBSEQUENT EVENTS

   In accordance with Codification 855-50, "Subsequent Events", the Company has
   reviewed subsequent events through the date of the filing. The Company
   received a $733,437 grant under The Patient Protection and Affordable Care
   Act of 2010 (PPACA). The grant was related to three of the Company's
   projects, including the Phase III trial of Multikine. The PPACA provides
   small and mid-sized biotech, pharmaceutical and medical device companies with
   up to a 50% tax credit for investments in qualified therapeutic discoveries
   for tax years 2009 and 2010, or a grant for the same amount tax-free. The tax
   credit/grant program covers research and development costs from 2009 and 2010
   for all qualified "therapeutic discovery projects."

   On December 10, 2010, the Company entered into a sales agreement with
   McNicoll Lewis & Vlak LLC (MLV) relating to shares of common stock which have
   been registered by means of a shelf registration statement filed in July
   2009. The Company may offer and sell shares of its common stock, having an
   aggregate offering price of up to $30 million, from time to time through MLV
   acting as agent and/or principal.

   Sales of the Company's common stock, if any, may be made in sales deemed to
   be "at-the-market" equity offerings as defined in Rule 415 promulgated under
   the Securities Act of 1933, as amended, including sales made directly on or
   through the NYSE Amex, the existing trading market for the Company's common
   stock, sales made to or through a market maker other than on an exchange or
   otherwise, in negotiated transactions at market prices prevailing at the time
   of sale or at prices related to such prevailing market prices, and/or any
   other method permitted by law. MLV will act as sales agent on a best efforts
   basis. The Company is not required to sell any shares to McNicoll Lewis &
   Vlak and McNicoll Lewis & Vlak is not required to sell any shares on the
   Company's behalf or purchase any of its shares for its own account.

   McNicoll Lewis & Vlak will be entitled to a commission in an amount equal to
   the greater of 3% of the gross proceeds from each sale of the shares, or
   $0.025 for each share sold, provided, that, in no event will McNicoll Lewis &
   Vlak receive a commission greater than 8.0% of the gross proceeds from the
   sale of the shares. In connection with the sale of the common stock on behalf
   of the Company, McNicoll Lewis & Vlak may be deemed to be an "underwriter"
   within the meaning of the Securities Act of 1933, as amended, and the
   compensation of McNicoll Lewis & Vlak may be deemed to be underwriting
   commissions or discounts.


                                      F-43
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 10th day of December 2010.

                                     CEL-SCI CORPORATION


                                     By:  /s/ Maximilian de Clara
                                          ------------------------------
                                         Maximilian de Clara, President


      Pursuant to the requirements of the Securities Act of l934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

Signature                        Title                            Date


 /s/ Maximilian de Clara       Director                     December 10, 2010
----------------------
Maximilian de Clara


/s/ Geert R. Kersten           Chief Executive, Principal
----------------------         Accounting, Principal Financial
Geert R. Kersten               Officer and a Director       December 10, 2010


/s/ Alexander G. Esterhazy     Director                     December 10, 2010
-------------------------
Alexander G. Esterhazy


/s/ C, Richard Kinsolving      Director                    December 10, 2010
-------------------------
Dr. C. Richard Kinsolving


/s/ Peter R. Young              Director                   December 10, 2010
-------------------------
Dr. Peter R. Young



<PAGE>


                               CEL-SCI CORPORATION

                                    FORM 10-K

                                    EXHIBITS