##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q/A
 Amendment no. 1
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 COMMISSION FILE NUMBER: 000-25132
 MYMETICS CORPORATION
  DELAWARE
(State or other jurisdiction of 
incorporation or organization)
    
    25-1741849
(I.R.S. Employer
Identification No.)
 
  
 þ o
 o o
   Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ(Do not check if a smaller reporting company)
 o þ
  Class
    
    Outstanding at November 11, 2010Common Stock, $0.01
par value
    
    
    213,963,166




---



TABLE OF CONTENTS  PART I. FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURESPART II. OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 3. DEFAULTS UPON SENIOR SECURITIESITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURESEX-31.1EX-31.2EX-32    Table of Contents  EXPLANATORY NOTE




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 FINANCIAL STATEMENTS
 
 September 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent AssetsCash
    
    E
    2,119
    
    
    E
    2,959Receivable officer
    
    
    36
    
    
    
    6Receivable other
    
    
    59
    
    
    
    39Prepaid expenses
    
    
    29
    
    
    
    34Total current assets
    
    
    2,243
    
    
    
    3,038Property and equipment, net of accumulated depreciation of
E135 at September 30, 2010 and E100 at December 31, 2009
    
    
    158
    
    
    
    232License contract, net of accumulated amortization of
E289 at September 30, 2010 and E144 at December 31, 2009
    
    
    2,405
    
    
    
    2,550In-process research and development
    
    
    2,266
    
    
    
    2,266Goodwill
    
    
    6,671
    
    
    
    6,671E
    13,743
    
    
    E
    14,757LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable
    
    E
    1,430
    
    
    E
    1,540Taxes and social costs payable
    
    
    16
    
    
    
    41Current portion of notes payable to related
parties, net of unamortized debt discount of E900 at
September 30, 2010 (none at December 31, 2009)
    
    
    2,428
    
    
    
    5,740Total current liabilities
    
    
    3,874
    
    
    
    7,321Convertible notes payable to related parties,
less current portion
    
    
    23,058
    
    
    
    21,722Convertible note payable  other
    
    
    2,687
    
    
    
    2,593Acquisition-related contingent consideration
    
    
    2,761
    
    
    
    1,936Total liabilities
    
    
    32,380
    
    
    
    33,572




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##### Table of Contents



September 30,
    
    
    December 31,2010
    
    
    2009Shareholders Equity (Deficit)Common stock, U.S. $.01 par value; 495,000,000 shares authorized;
Issued and outstanding 213,963,166 at September 30, 2010
and 196,063,630 at December 31, 2009
    
    
    1,888
    
    
    
    1,754Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized;
none issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    29,570
    
    
    
    20,840Deficit accumulated during the development stage
    
    
    (50,750
    )
    
    
    (42,090
    )Accumulated other comprehensive income
    
    
    655
    
    
    
    681(18,637
    )
    
    
    (18,815
    )E
    13,743
    
    
    E
    14,757




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##### Table of Contents



FOR THE THREE
    
    
    FOR THE THREEMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    TOTAL ACCUMULATEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,
    
    
    DURING THE2010
    
    
    2009
    
    
    DEVELOPMENT STAGERevenueSales
    
    E
    38
    
    
    E
    38
    
    
    E
    473Interest
    
    
    1
    
    
    
    
    
    
    
    38Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    774Government grants
    
    
    
    
    
    
    
    
    
    
    7839
    
    
    
    38
    
    
    
    1,363ExpensesResearch and development
    
    
    978
    
    
    
    1,226
    
    
    
    22,905General and administrative
    
    
    1,273
    
    
    
    573
    
    
    
    20,651Bank fee
    
    
    
    
    
    
    1
    
    
    
    938Induced conversion cost
    
    
    807
    
    
    
    
    
    
    
    807Interest
    
    
    784
    
    
    
    526
    
    
    
    6,040Change in the fair value of acquisition-
related contingent consideration
    
    
    642
    
    
    
    
    
    
    
    (789
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Depreciation
    
    
    52
    
    
    
    21
    
    
    
    703Amortization of intangibles
    
    
    49
    
    
    
    102
    
    
    
    289Directors fees
    
    
    5
    
    
    
    
    
    
    
    331Other
    
    
    
    
    
    
    
    
    
    
    114,590
    
    
    
    2,449
    
    
    
    52,095Loss before income tax provision
    
    
    (4,551
    )
    
    
    (2,411
    )
    
    
    (50,732
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    (18
    )Net loss
    
    
    (4,551
    )
    
    
    (2,411
    )
    
    
    (50,750
    )Other comprehensive income (loss)Foreign currency translation adjustment
    
    
    (9
    )
    
    
    37
    
    
    
    655Comprehensive loss
    
    E
    (4,560
    )
    
    E
    (2,374
    )
    
    E
    (50,095
    )Basic and diluted loss per share
    
    E
    (0.02
    )
    
    E
    (0.01
    )




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##### Table of Contents



FOR THE NINE
    
    
    FOR THE NINEMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    TOTAL ACCUMULATEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,
    
    
    DURING THE2010
    
    
    2009
    
    
    DEVELOPMENT STAGERevenueSales
    
    E
    113
    
    
    E
    99
    
    
    E
    473Interest
    
    
    3
    
    
    
    
    
    
    
    38Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    774Government grants
    
    
    
    
    
    
    13
    
    
    
    78116
    
    
    
    112
    
    
    
    1,363ExpensesResearch and development
    
    
    2,239
    
    
    
    5,756
    
    
    
    22,905General and administrative
    
    
    2,646
    
    
    
    2,737
    
    
    
    20,651Bank fee
    
    
    1
    
    
    
    1
    
    
    
    938Induced conversion cost
    
    
    807
    
    
    
    
    
    
    
    807Interest
    
    
    2,006
    
    
    
    1,521
    
    
    
    6,040Change in the fair value of acquisition-
related contingent consideration
    
    
    825
    
    
    
    
    
    
    
    (789
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Depreciation
    
    
    91
    
    
    
    60
    
    
    
    703Amortization of intangibles
    
    
    145
    
    
    
    102
    
    
    
    289Directors fees
    
    
    15
    
    
    
    
    
    
    
    331Other
    
    
    1
    
    
    
    
    
    
    
    118,776
    
    
    
    10,177
    
    
    
    52,095Loss before income tax provision
    
    
    (8,660
    )
    
    
    (10,065
    )
    
    
    (50,732
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    (18
    )Net loss
    
    
    (8,660
    )
    
    
    (10,065
    )
    
    
    (50,750
    )Other comprehensive income (loss)Foreign currency translation adjustment
    
    
    (26
    )
    
    
    (6
    )
    
    
    655Comprehensive loss
    
    E
    (8,686
    )
    
    E
    (10,071
    )
    
    E
    (50,095
    )Basic and diluted loss per share
    
    E
    (0.04
    )
    
    E
    (0.05
    )




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##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalBalance at May 2, 1990Shares issued for cash
    
    June 1990
    
    
    33,311,361
    
    
    E
    119
    
    
    E
    
    
    
    E
    
    
    
    E
    
    
    
    E
    119Net losses to December 31, 1999
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    (376
    )Balance at December 31, 1999
    
    
    
    
    
    
    33,311,361
    
    
    
    119
    
    
    
    
    
    
    
    (376
    )
    
    
    
    
    
    
    (257
    )Bank fee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    806
    
    
    
    
    
    
    
    
    
    
    
    806Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,314
    )
    
    
    
    
    
    
    (1,314
    )Balance at December 31, 2000
    
    
    
    
    
    
    33,311,361
    
    
    
    119
    
    
    
    806
    
    
    
    (1,690
    )
    
    
    
    
    
    
    (765
    )Effect on capital structure resulting
from a business combination
    
    March 2001
    
    
    8,165,830
    
    
    
    354
    
    
    
    (354
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of stock purchase warrants in connection
with credit facility
    
    March 2001
    
    
    
    
    
    
    
    
    
    
    210
    
    
    
    
    
    
    
    
    
    
    
    210Issuance of shares for bank fee
    
    March 2001
    
    
    1,800,000
    
    
    
    21
    
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for bank fee
    
    June 2001
    
    
    225,144
    
    
    
    3
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash
    
    June 2001
    
    
    1,333,333
    
    
    
    15
    
    
    
    2,109
    
    
    
    
    
    
    
    
    
    
    
    2,124Exercise of stock purchase warrants in
repayment of debt
    
    June 2001
    
    
    1,176,294
    
    
    
    13
    
    
    
    259
    
    
    
    
    
    
    
    
    
    
    
    272Exercise of stock purchase warrants for
cash
    
    December 2001
    
    
    3,250,000
    
    
    
    37
    
    
    
    563
    
    
    
    
    
    
    
    
    
    
    
    600Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,848
    )
    
    
    
    
    
    
    (1,848
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    100Balance at December 31, 2001
    
    
    
    
    
    
    49,261,962
    
    
    
    562
    
    
    
    3,569
    
    
    
    (3,538
    )
    
    
    100
    
    
    
    693Exercise of stock options
    
    March 2002
    
    
    10,000
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of stock purchase warrants for
bank fee
    
    June 2002
    
    
    
    
    
    
    
    
    
    
    63
    
    
    
    
    
    
    
    
    
    
    
    63Exercise of stock purchase warrants in
repayment of debt
    
    July 2002
    
    
    1,625,567
    
    
    
    16
    
    
    
    396
    
    
    
    
    
    
    
    
    
    
    
    412Issuance of remaining shares from 2001
business combination
    
    August 2002
    
    
    46,976
    
    
    
    1
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,622
    )
    
    
    
    
    
    
    (3,622
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97
    
    
    
    97Balance at December 31, 2002
    
    
    
    
    
    
    50,944,505
    
    
    
    579
    
    
    
    4,035
    
    
    
    (7,160
    )
    
    
    197
    
    
    
    (2,349
    )




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##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    September 2003
    
    
    400,000
    
    
    
    4
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    33Shares retired
    
    October 2003
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2003
    
    
    1,500,000
    
    
    
    12
    
    
    
    100
    
    
    
    
    
    
    
    
    
    
    
    112Issuance of shares for cash
    
    December 2003
    
    
    1,500,000
    
    
    
    12
    
    
    
    113
    
    
    
    
    
    
    
    
    
    
    
    125Issuance of stock purchase warrants for
financing fee
    
    December 2003
    
    
    
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    12Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,786
    )
    
    
    
    
    
    
    (2,786
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    453
    
    
    
    453Balance at December 31, 2003
    
    
    
    
    
    
    54,344,454
    
    
    
    607
    
    
    
    4,289
    
    
    
    (9,946
    )
    
    
    650
    
    
    
    (4,400
    )Issuance of shares for services
    
    January 2004
    
    
    550,000
    
    
    
    5
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    32Issuance of shares for cash
    
    January 2004
    
    
    2,000,000
    
    
    
    17
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    167Issuance of stock purchase warrants for
financing fee
    
    January 2004
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    40Issuance of shares for cash
    
    February 2004
    
    
    2,500,000
    
    
    
    21
    
    
    
    187
    
    
    
    
    
    
    
    
    
    
    
    208Issuance of stock purchase warrants for
financing fee
    
    February 2004
    
    
    
    
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    62Issuance of shares for services
    
    April 2004
    
    
    120,000
    
    
    
    1
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for bank fee
    
    May 2004
    
    
    500,000
    
    
    
    4
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    66Issuance of shares for cash
    
    May 2004
    
    
    2,000,000
    
    
    
    16
    
    
    
    148
    
    
    
    
    
    
    
    
    
    
    
    164Issuance of shares for services
    
    August 2004
    
    
    250,000
    
    
    
    2
    
    
    
    26
    
    
    
    
    
    
    
    
    
    
    
    28Issuance of shares for cash
    
    August 2004
    
    
    1,466,667
    
    
    
    12
    
    
    
    128
    
    
    
    
    
    
    
    
    
    
    
    140Issuance of stock purchase warrants for
financing fee
    
    August 2004
    
    
    
    
    
    
    
    
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    46Issuance of shares for services
    
    September 2004
    
    
    520,000
    
    
    
    4
    
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    33Issuance of shares for cash
    
    September 2004
    
    
    50,000
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for services
    
    October 2004
    
    
    2,106,743
    
    
    
    16
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    148Issuance of shares for services
    
    November 2004
    
    
    2,000,000
    
    
    
    15
    
    
    
    177
    
    
    
    
    
    
    
    
    
    
    
    192Issuance of shares for cash
    
    November 2004
    
    
    40,000
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    4Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,202
    )
    
    
    
    
    
    
    (2,202
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    191
    
    
    
    191Balance at December 31, 2004
    
    
    
    
    
    
    68,447,864
    
    
    
    720
    
    
    
    5,522
    
    
    
    (12,148
    )
    
    
    841
    
    
    
    (5,065
    )Issuance of shares for services
    
    January 2005
    
    
    500,000
    
    
    
    4
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    87Issuance of shares for services
    
    March 2005
    
    
    200,000
    
    
    
    2
    
    
    
    33
    
    
    
    
    
    
    
    
    
    
    
    35Issuance of shares for services
    
    March 2005
    
    
    1,500,000
    
    
    
    11
    
    
    
    247
    
    
    
    
    
    
    
    
    
    
    
    258Issuance of shares for services
    
    April 2005
    
    
    60,000
    
    
    
    1
    
    
    
    10
    
    
    
    
    
    
    
    
    
    
    
    11Issuance of shares for cash
    
    May 2005
    
    
    52,000
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    June 2005
    
    
    50,000
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    June 2005
    
    
    50,000
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    June 2005
    
    
    343,500
    
    
    
    3
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    17Issuance of shares for cash
    
    June 2005
    
    
    83,300
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    June 2005
    
    
    100,000
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    July 2005
    
    
    144,516
    
    
    
    1
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    August 2005
    
    
    206,452
    
    
    
    2
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    10Issuance of shares for cash
    
    August 2005
    
    
    50,000
    
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Issuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for services
    
    September 2005
    
    
    500,000
    
    
    
    4
    
    
    
    8
    
    
    
    
    
    
    
    
    
    
    
    12Issuance of shares for services
    
    September 2005
    
    
    300,000
    
    
    
    3
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    September 2005
    
    
    68,000
    
    
    
    1
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    2Issuance of shares for services
    
    September 2005
    
    
    173,200
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    October 2005
    
    
    87,459
    
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for services
    
    October 2005
    
    
    185,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for cash
    
    October 2005
    
    
    174,918
    
    
    
    1
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    October 2005
    
    
    116,612
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    November 2005
    
    
    116,611
    
    
    
    1
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    November 2005
    
    
    390,667
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for services
    
    November 2005
    
    
    500,000
    
    
    
    5
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of shares for services
    
    December 2005
    
    
    140,000
    
    
    
    2
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    4Issuance of shares for cash
    
    December 2005
    
    
    390,667
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    December 2005
    
    
    390,666
    
    
    
    3
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    December 2005
    
    
    6,000,000
    
    
    
    50
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    250Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,939
    )
    
    
    
    
    
    
    (1,939
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (98
    )
    
    
    (98
    )Balance at December 31, 2005
    
    
    
    
    
    
    82,670,464
    
    
    
    837
    
    
    
    6,227
    
    
    
    (14,087
    )
    
    
    743
    
    
    
    (6,280
    )Issuance of shares for services
    
    January 2006
    
    
    2,500,000
    
    
    
    21
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    52Issuance of shares for cash
    
    January 2006
    
    
    4,000,000
    
    
    
    33
    
    
    
    132
    
    
    
    
    
    
    
    
    
    
    
    165Issuance of shares for services
    
    January 2006
    
    
    100,000
    
    
    
    1
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of shares for cash
    
    March 2006
    
    
    1,500,000
    
    
    
    12
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for cash
    
    March 2006
    
    
    2,500,000
    
    
    
    21
    
    
    
    62
    
    
    
    
    
    
    
    
    
    
    
    83Issuance of shares for cash
    
    March 2006
    
    
    250,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for cash
    
    March 2006
    
    
    1,500,000
    
    
    
    12
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for services
    
    April 2006
    
    
    100,000
    
    
    
    1
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    May 2006
    
    
    300,000
    
    
    
    2
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    5Issuance of shares for cash
    
    May 2006
    
    
    300,000
    
    
    
    3
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    10Issuance of shares for cash
    
    May 2006
    
    
    2,350,000
    
    
    
    18
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    100Debt Conversion  non cash
    
    May 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    31
    
    
    
    
    
    
    
    
    
    
    
    39Issuance of shares for cash
    
    June 2006
    
    
    2,600,000
    
    
    
    20
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    100Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    1,000,000
    
    
    
    8
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    80Debt Conversion  non cash
    
    July 2006
    
    
    500,000
    
    
    
    4
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    40Issuance of shares for services
    
    November 2006
    
    
    300,000
    
    
    
    2
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for cash
    
    November 2006
    
    
    1,300,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    November 2006
    
    
    1,280,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    1,320,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    1,320,000
    
    
    
    10
    
    
    
    90
    
    
    
    
    
    
    
    
    
    
    
    100Issuance of shares for cash
    
    December 2006
    
    
    330,000
    
    
    
    3
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    25Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,585
    )
    
    
    
    
    
    
    (1,585
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4
    
    
    
    4Balance at December 31, 2006
    
    
    
    
    
    
    111,020,464
    
    
    
    1,064
    
    
    
    7,381
    
    
    
    (15,672
    )
    
    
    747
    
    
    
    (6,480
    )




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for cash
    
    January 2007
    
    
    650,000
    
    
    
    5
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for services
    
    January 2007
    
    
    300,000
    
    
    
    2
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    January 2007
    
    
    200,000
    
    
    
    2
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of shares for services
    
    January 2007
    
    
    250,000
    
    
    
    2
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for services
    
    February 2007
    
    
    250,000
    
    
    
    2
    
    
    
    5
    
    
    
    
    
    
    
    
    
    
    
    7Issuance of shares for cash
    
    February 2007
    
    
    1,420,000
    
    
    
    11
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    110Issuance of shares for cash
    
    February 2007
    
    
    325,000
    
    
    
    2
    
    
    
    22
    
    
    
    
    
    
    
    
    
    
    
    24Issuance of shares for cash
    
    March 2007
    
    
    650,000
    
    
    
    5
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    50Issuance of shares for cash
    
    March 2007
    
    
    8,712,000
    
    
    
    115
    
    
    
    875
    
    
    
    
    
    
    
    
    
    
    
    990Debt Conversion  non cash
    
    March 2007
    
    
    12,500,000
    
    
    
    94
    
    
    
    2,505
    
    
    
    
    
    
    
    
    
    
    
    2,599Issuance of shares for services
    
    April 2007
    
    
    100,000
    
    
    
    1
    
    
    
    13
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of shares for services
    
    April 2007
    
    
    200,000
    
    
    
    1
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    26Issuance of shares for services
    
    April 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    67
    
    
    
    
    
    
    
    
    
    
    
    74Issuance of shares for cash
    
    May 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    140
    
    
    
    
    
    
    
    
    
    
    
    147Issuance of shares for cash
    
    May 2007
    
    
    750,000
    
    
    
    6
    
    
    
    105
    
    
    
    
    
    
    
    
    
    
    
    111Debt Cancellation  non cash
    
    May 2007
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    242Debt Conversion  non cash
    
    June 2007
    
    
    9,469,000
    
    
    
    70
    
    
    
    891
    
    
    
    
    
    
    
    
    
    
    
    961Issuance of shares for cash
    
    June 2007
    
    
    5,393,000
    
    
    
    40
    
    
    
    760
    
    
    
    
    
    
    
    
    
    
    
    800Issuance of shares for services
    
    June 2007
    
    
    261,250
    
    
    
    2
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    27Issuance of shares for services
    
    June 2007
    
    
    261,250
    
    
    
    2
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    27Issuance of shares for officer compensation
    
    June 2007
    
    
    2,500,000
    
    
    
    19
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    337Issuance of shares for officer compensation
    
    June 2007
    
    
    2,500,000
    
    
    
    19
    
    
    
    318
    
    
    
    
    
    
    
    
    
    
    
    337Issuance of shares for officer compensation
    
    June 2007
    
    
    4,000,000
    
    
    
    30
    
    
    
    508
    
    
    
    
    
    
    
    
    
    
    
    538Issuance of shares for officer compensation
    
    June 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    127
    
    
    
    
    
    
    
    
    
    
    
    134Issuance of shares for officer compensation
    
    June 2007
    
    
    6,000,000
    
    
    
    45
    
    
    
    762
    
    
    
    
    
    
    
    
    
    
    
    807Issuance of shares for services
    
    June 2007
    
    
    135,000
    
    
    
    1
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    13Issuance of shares for cash
    
    June 2007
    
    
    2,250,000
    
    
    
    17
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    
    29Issuance of shares for cash
    
    July 2007
    
    
    5,550,000
    
    
    
    42
    
    
    
    1,208
    
    
    
    
    
    
    
    
    
    
    
    1,250Issuance of shares for cash
    
    August 2007
    
    
    933,333
    
    
    
    7
    
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    200Issuance of shares for services
    
    August 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    73Issuance of shares for services
    
    August 2007
    
    
    1,000,000
    
    
    
    7
    
    
    
    66
    
    
    
    
    
    
    
    
    
    
    
    73Issuance of shares for services
    
    August 2007
    
    
    100,000
    
    
    
    1
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    8Issuance of shares for services
    
    September 2007
    
    
    300,000
    
    
    
    2
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    23Issuance of shares for cash
    
    September 2007
    
    
    1,666,667
    
    
    
    12
    
    
    
    344
    
    
    
    
    
    
    
    
    
    
    
    356Cancellation of shares for collateral
    
    September 2007
    
    
    (2,000,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares for cash
    
    October 2007
    
    
    2,350,000
    
    
    
    17
    
    
    
    483
    
    
    
    
    
    
    
    
    
    
    
    500Issuance of shares for cash
    
    November 2007
    
    
    2,966,666
    
    
    
    21
    
    
    
    623
    
    
    
    
    
    
    
    
    
    
    
    644Issuance of shares for services
    
    December 2007
    
    
    500,000
    
    
    
    3
    
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    51Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,294
    )
    
    
    
    
    
    
    (9,294
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (75
    )
    
    
    (75
    )Balance at December 31, 2007
    
    
    
    
    
    
    187,463,630
    
    
    
    1,697
    
    
    
    18,401
    
    
    
    (24,966
    )
    
    
    672
    
    
    
    (4,196
    )Issuance of shares for services
    
    January 2008
    
    
    800,000
    
    
    
    6
    
    
    
    79
    
    
    
    
    
    
    
    
    
    
    
    85Issuance of shares for services
    
    January 2008
    
    
    200,000
    
    
    
    1
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of shares for cash
    
    February 2008
    
    
    1,000,000
    
    
    
    7
    
    
    
    326
    
    
    
    
    
    
    
    
    
    
    
    333Issuance of shares for services
    
    March 2008
    
    
    500,000
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of shares for services
    
    March 2008
    
    
    500,000
    
    
    
    3
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of shares for cash
    
    June 2008
    
    
    300,000
    
    
    
    2
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    96Issuance of shares for cash
    
    June 2008
    
    
    1,300,000
    
    
    
    8
    
    
    
    492
    
    
    
    
    
    
    
    
    
    
    
    500Issuance of shares for services
    
    July 2008
    
    
    2,000,000
    
    
    
    13
    
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    252Issuance of shares for services
    
    August 2008
    
    
    250,000
    
    
    
    2
    
    
    
    39
    
    
    
    
    
    
    
    
    
    
    
    41




---



##### Table of Contents



AccumulatedOtherDeficit
    
    
    ComprehensiveAccumulated
    
    
    Income - ForeignAdditional
    
    
    During the
    
    
    CurrencyDate of
    
    Number of
    
    
    Par
    
    
    Paid-in
    
    
    Development
    
    
    TranslationTransaction
    
    Shares
    
    
    Value
    
    
    Capital
    
    
    Stage
    
    
    Adjustment
    
    
    TotalIssuance of shares for cash
    
    December 2008
    
    
    1,000,000
    
    
    
    7
    
    
    
    319
    
    
    
    
    
    
    
    
    
    
    
    326Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,938
    )
    
    
    
    
    
    
    (6,938
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13
    
    
    
    13Balance at December 31, 2008
    
    
    
    
    
    
    195,313,630
    
    
    
    1,749
    
    
    
    20,155
    
    
    
    (31,904
    )
    
    
    685
    
    
    
    (9,315
    )Issuance of shares for services
    
    March 2009
    
    
    250,000
    
    
    
    2
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    38Issuance of stock options for acquisition
    
    April 2009
    
    
    
    
    
    
    
    
    
    
    601
    
    
    
    
    
    
    
    
    
    
    
    601Issuance of shares for services
    
    May 2009
    
    
    250,000
    
    
    
    1
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    28Issuance of shares for services
    
    September 2009
    
    
    250,000
    
    
    
    2
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    23Net loss for the year
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,186
    )
    
    
    
    
    
    
    (10,186
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Balance at December 31, 2009
    
    
    
    
    
    
    196,063,630
    
    
    
    1,754
    
    
    
    20,840
    
    
    
    (42,090
    )
    
    
    681
    
    
    
    (18,815
    )Issuance of shares for services
    
    March 2010
    
    
    200,000
    
    
    
    2
    
    
    
    18
    
    
    
    
    
    
    
    
    
    
    
    20Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,039
    )
    
    
    
    
    
    
    (2,039
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4
    )
    
    
    (4
    )Balance at March 31, 2010
    
    
    
    
    
    
    196,263,630
    
    
    
    1,756
    
    
    
    20,858
    
    
    
    (44,129
    )
    
    
    677
    
    
    
    (20,838
    )Stock compensation expense  options
    
    June 2010
    
    
    
    
    
    
    
    
    
    
    162
    
    
    
    
    
    
    
    
    
    
    
    162Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,070
    )
    
    
    
    
    
    
    (2,070
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13
    )
    
    
    (13
    )Balance at June 30, 2010
    
    
    
    
    
    
    196,263,630
    
    
    
    1,756
    
    
    
    21,020
    
    
    
    (46,199
    )
    
    
    664
    
    
    
    (22,759
    )Issuance of warrant with debt
    
    July 2010
    
    
    
    
    
    
    
    
    
    
    1,200
    
    
    
    
    
    
    
    
    
    
    
    1,200Induced conversion cost
    
    September 2010
    
    
    
    
    
    
    
    
    
    
    807
    
    
    
    
    
    
    
    
    
    
    
    807Warrant modification cost
    
    September 2010
    
    
    
    
    
    
    
    
    
    
    484
    
    
    
    
    
    
    
    
    
    
    
    484Issuance of shares for services
    
    September 2010
    
    
    1,550,000
    
    
    
    12
    
    
    
    147
    
    
    
    
    
    
    
    
    
    
    
    159Issuance of shares on conversion of debt
    
    September 2010
    
    
    16,149,536
    
    
    
    120
    
    
    
    5,868
    
    
    
    
    
    
    
    
    
    
    
    5,988Stock compensation expense  options
    
    September 2010
    
    
    
    
    
    
    
    
    
    
    44
    
    
    
    
    
    
    
    
    
    
    
    44Net loss for the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,551
    )
    
    
    
    
    
    
    (4,551
    )Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Balance at September 30, 2010
    
    
    
    
    
    
    213,963,166
    
    
    
    1,888
    
    
    
    29,570
    
    
    
    (50,750
    )
    
    
    655
    
    
    
    (18,637
    )




---



##### Table of Contents



FOR THE NINE
    
    
    FOR THE NINEMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    TOTAL ACCUMULATEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,
    
    
    DURING THE2010
    
    
    2009
    
    
    DEVELOPMENT STAGECash Flow from Operating ActivitiesNet loss
    
    E
    (8,660
    )
    
    E
    (10,065
    )
    
    E
    (50,750
    )Adjustments to reconcile net loss to
net cash used in operating activitiesChange in the fair value of acquisition-
related contingent consideration
    
    
    825
    
    
    
    
    
    
    
    (789
    )Depreciation
    
    
    91
    
    
    
    60
    
    
    
    703Amortization of intangibles
    
    
    145
    
    
    
    102
    
    
    
    289Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Fees paid in warrants
    
    
    
    
    
    
    
    
    
    
    223Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (774
    )Services and fee paid in common stock
    
    
    179
    
    
    
    89
    
    
    
    5,403Stock compensation expense  options
    
    
    206
    
    
    
    
    
    
    
    206Amortization of debt discount
    
    
    300
    
    
    
    
    
    
    
    510Induced conversion cost
    
    
    807
    
    
    
    
    
    
    
    807Warrant modification cost
    
    
    484
    
    
    
    
    
    
    
    484Changes in
operating assets and liabilities, Receivables
    
    
    (50
    )
    
    
    (17
    )
    
    
    (25
    )Accounts payable and payable to officers
and employees
    
    
    (110
    )
    
    
    635
    
    
    
    2,011Taxes and social costs payable
    
    
    (25
    )
    
    
    (1
    )
    
    
    16Other
    
    
    5
    
    
    
    67
    
    
    
    16Net cash used in operating activities
    
    
    (5,803
    )
    
    
    (9,130
    )
    
    
    (41,461
    )Cash Flows from Investing ActivitiesPatents and other
    
    
    
    
    
    
    
    
    
    
    (393
    )Purchase of property and equipment
    
    
    (17
    )
    
    
    (145
    )
    
    
    (240
    )Acquisition of subsidiary,
net of cash acquired of E58
    
    
    
    
    
    
    (4,942
    )
    
    
    (4,942
    )Cash acquired in reverse purchase
    
    
    
    
    
    
    
    
    
    
    13Net cash used in investing activities
    
    
    (17
    )
    
    
    (5,087
    )
    
    
    (5,562
    )




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##### Table of Contents



FOR THE NINE
    
    
    FOR THE NINEMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    TOTAL ACCUMULATEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,
    
    
    DURING THE2010
    
    
    2009
    
    
    DEVELOPMENT STAGECash Flows from Financing ActivitiesProceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    11,630Borrowing from shareholders
    
    
    
    
    
    
    
    
    
    
    972Increase in notes payable and other
short-term advances
    
    
    5,006
    
    
    
    13,821
    
    
    
    37,505Decrease in notes payable and other
short-term advances
    
    
    
    
    
    
    
    
    
    
    (1,490
    )Loan fees
    
    
    
    
    
    
    
    
    
    
    (130
    )Net cash provided by financing activities
    
    
    5,006
    
    
    
    13,821
    
    
    
    48,487Effect on foreign exchange rate on cash
    
    
    (26
    )
    
    
    (6
    )
    
    
    655Net change in cash
    
    
    (840
    )
    
    
    (402
    )
    
    
    2,119Cash, beginning of period
    
    
    2,959
    
    
    
    509
    
    
    
    Cash, end of period
    
    E
    2,119
    
    
    E
    107
    
    
    E
    2,119Non-cash investing and financing activitiesIssuance of warrant in conjunction with
note payable
    
    E
    1,200
    
    
    E
    
    
    
    E
    1,200Issuance of shares on conversion of notes
payable
    
    E
    5,988
    
    
    E
    
    
    
    E
    5,988




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##### Table of Contents



Note 1. The Company and Summary of Significant Accounting Policies
 BASIS OF PRESENTATION




---



##### Table of Contents



PRINCIPLES OF CONSOLIDATION
  FOREIGN CURRENCY TRANSLATION
  CASH
  REVENUE RECOGNITION
   RECEIVABLES
  PROPERTY AND EQUIPMENT
  LICENSE CONTRACT




---



##### Table of Contents



IN-PROCESS RESEARCH AND DEVELOPMENT
  IMPAIRMENT OF LONG-LIVED ASSETS
  GOODWILL
  CONTINGENT CONSIDERATION
  RESEARCH AND DEVELOPMENT




---



##### Table of Contents



TAXES ON INCOME
    EARNINGS PER SHARE
  PREFERRED STOCK
  STOCK-BASED COMPENSATION




---



##### Table of Contents



ESTIMATES
  FAIR VALUE MEASUREMENTS
  Level 1-
    
    Quoted prices in active markets for identical assets or liabilities.
 Level 2-
    
    Inputs other than Level 1 that are observable, either directly or
indirectly, such as quoted prices for similar assets or liabilities; quoted
prices in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full
term of the assets or liabilities.
 Level 3-
    
    Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets or liabilities.
 FAIR VALUES OF FINANCIAL INSTRUMENTS
  CONCENTRATIONS




---



##### Table of Contents



RELATED PARTY TRANSACTIONS
  COMMITMENTS
  NEW ACCOUNTING PRONOUNCEMENTS
  Note 2. Acquisition of Bestewil
  Risk free interest rate
    
    
    0.38
    %Expected dividends
    
    
    0
    %Expected term
    
    
    1.5
    yearsVolatility
    
    
    131.92
    %




---



##### Table of Contents




    
    A payment of up to E2,800 in cash in the event of a license agreement being signed by April 1, 2011 with a third party to access Bestewil intellectual property and know-how in the field of Respiratory Syncytial Virus (RSV License);
    
    A payment of up to E3,000 in cash should a third party commence a Phase III clinical trial by April 1, 2013 for Mymetics Intranasal Influenza Vaccine licensed from Bestewil;
    
    A payment of 50% of Mymetics net royalties received from a Respiratory Syncytial Virus license (RSV license), payable in cash, maximum amount unlimited; and
    
    A payment in cash, maximum amount unlimited, of 25% of any net amounts received by Mymetics from a third party Herpes Simplex Virus license (HSV license) based upon Bestewil intellectual property.
     As
    
    
    MeasurementInitially
    
    
    Period
    
    
    AsRecorded
    
    
    Adjustments
    
    
    AdjustedCash paid to Norwood
    
    E
    5,000
    
    
    E
    
    
    
    E
    5,000Convertible note payable issued
    
    
    2,500
    
    
    
    
    
    
    
    2,500Equity options issued
    
    
    601
    
    
    
    
    
    
    
    601Contingent consideration:Royalties for Influenza
Vaccine
    
    
    
    
    
    
    1,800
    
    
    
    1,800Royalties for RSV
    
    
    700
    
    
    
    729
    
    
    
    1,429Royalties for HSV
    
    
    750
    
    
    
    (429
    )
    
    
    321Total purchase consideration
    
    E
    9,551
    
    
    E
    2,100
    
    
    E
    11,651




---



##### Table of Contents



Purchase PriceAllocationAssets:Current assets
    
    E
    90License contract (Intranasal Influenza Vaccine)
    
    
    2,694In-process research and development (HSV and RSV)
    
    
    2,266Goodwill
    
    
    6,671Property and equipment
    
    
    98Other non-current assets
    
    
    7Total assets
    
    
    11,826Liabilities:Current liabilities
    
    
    175Total liabilities
    
    E
    175Total purchase consideration
    
    E
    11,651
  Note
3. Intangible Assets
  September 30, 2010
    
    
    December 31, 2009Indefinite-lived intangibles:In process research and development
    
    E
    2,266
    
    
    E
    2,266Definite-lived intangibles:License contract
    
    E
    2,694
    
    
    E
    2,694Less accumulated amortization
    
    
    (289
    )
    
    
    (144
    )2,405
    
    
    
    2,550Other intangibles, net
    
    E
    4,671
    
    
    E
    4,816
  Note 4. Acquisition-Related Contingent Consideration




---



##### Table of Contents



Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Balance at January 1, 2010
    
    E
    1,936Change in fair value recorded in earnings
    
    
    825Balance at September 30, 2010
    
    E
    2,761
   Note 5. Debt Financing




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##### Table of Contents



Fixed EUR/USDDura-
    
    Inter-
    
    
    Conversion
    
    
    Rate for1st-Issue
    
    Principal
    
    
    tion
    
    est
    
    
    Price
    
    
    ConversionLender
    
    Date
    
    Amount
    
    
    (Note)
    
    Rate
    
    
    (stated)
    
    
    PriceRound Enterprises Ltd.
    
    06/29/2010
    
    E
    2,200
    
    
    (5)
    
    5% pa
    
    
    NoneRound Enterprises Ltd.
    
    09/30/2010
    
    E
    1,100
    
    
    (8)
    
    5% pa
    
    
    NoneTotal Short Term
Principal Amounts
    
    
    
    E
    3,300Accrued Interest
    
    
    
    E
    28Total Short Term
Notes from
Related Parties
    
    
    
    E
    3,328Unamortized debt
discount
    
    
    
    E
    (900
    )Net Short Term Notes
from Related
Parties, net
of unamortized
debt discount
    
    
    
    E
    2,428Eardley Holding A.G. (1)
    
    06/23/2006
    
    E
    140
    
    
    (2)
    
    10% pa
    
    
    US$
    0.10
    
    
    
    N/AAnglo Irish Bank S.A. (3)
    
    10/21/2007
    
    E
    500
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.4090Round Enterprises Ltd.
    
    12/10/2007
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.4429Round Enterprises Ltd.
    
    01/22/2008
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.4629Round Enterprises Ltd.
    
    04/25/2008
    
    E
    2,000
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.5889Round Enterprises Ltd.
    
    06/30/2008
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.5380Round Enterprises Ltd.
    
    11/18/2008
    
    E
    1,200
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.2650Round Enterprises Ltd.
    
    02/09/2009
    
    E
    1,500
    
    
    (2)
    
    10% pa
    
    
    US$
    0.50
    
    
    
    1.2940Round Enterprises Ltd.
    
    06/15/2009
    
    E
    5,500
    
    
    (2,4)
    
    10% pa
    
    
    US$
    0.80
    
    
    
    1.4045Eardley Holding A.G.
    
    06/15/2009
    
    E
    100
    
    
    (2,4)
    
    10% pa
    
    
    US$
    0.80
    
    
    
    1.4300Von Meyenburg
    
    08/03/2009
    
    E
    200
    
    
    (2)
    
    10% pa
    
    
    US$
    0.80
    
    
    
    1.4400Round Enterprises Ltd.
    
    10/13/2009
    
    E
    2,000
    
    
    (2)
    
    5% pa
    
    
    US$
    0.25
    
    
    
    1.4854Round Enterprises Ltd.
    
    12/18/2009
    
    E
    2,200
    
    
    (2)
    
    5% pa
    
    
    US$
    0.25
    
    
    
    1.4338Total Long Term
Principal Amounts
    
    
    
    E
    19,840Accrued Interest
    
    
    
    E
    3,218Total Long Term
Convertible Notes
to Related Parties
    
    
    
    E
    23,058Total Convertible
Notes
to Related
Parties, net of
unamortized debt
discount
    
    
    
    E
    25,486




---



##### Table of Contents



Fixed EUR/USDDura-
    
    Inter-
    
    
    Conversion
    
    
    Rate for1st-Issue
    
    Principal
    
    
    tion
    
    est
    
    
    Price
    
    
    ConversionLender
    
    Date
    
    Amount
    
    
    (Note)
    
    Rate
    
    
    (stated)
    
    
    PriceNorwood Secured Loan
    
    04/03/2009
    
    E
    2,500
    
    
    (6)
    
    5% pa
    
    
    US$
    0.50
    
    
    
    1.2812Total Principal
Amount
    
    
    
    E
    2,500Accrued Interest
    
    
    
    E
    187Total Convertible
Note Payable  other
    
    
    
    E
    2,687Norwood Contingent
Liability
    
    
    
    E
    2,761
    
    
    (7)TOTAL LOANS, NOTES,
AND CONTINGENT LIABILITY
    
    
    
    E
    30,934
 
 (1)
    
    Private investment company of Dr. Thomas Staehelin, member of the Board of Directors and of the Audit Committee of the Company. Face value is stated in U.S. dollars at $190,000.(2)
    
    The earlier of: (i) the date that the Company has sufficient revenues to repay, or (ii) upon an event of default. The loan is secured against IP assets of Mymetics Corporation.(3)
    
    Renamed Hyposwiss Private Bank Genève S.A. and acting on behalf of Round Enterprises Ltd. which is a major shareholder.(4)
    
    The loan is secured against 2/3rds of the IP assets of Bestewil Holding BV.(5)
    
    The earlier of (i) June 30, 2011 or (ii) upon an event of default. The term of the loan agreement started on July 1, 2010.(6)
    
    Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company issued to Norwood Immunology Limited (NIL) a convertible redeemable note (the Note) in the principal amount of E2,500 with a maturity date of 36 months after the closing date
and bearing interest at 5% per annum. The note is secured against 1/3rd of Bestewil common stock.(7)
    
    Under the terms of the acquisition of Bestewil BV, as part of the consideration, the Company is committed to make further payments to NIL in the event that certain stated milestones for the development of vaccines are achieved. These have been considered on a risk
probability basis.(8)
    
    The earlier of (i) September 30, 2011 or (ii) upon an event of default. Note 6. Equity Financing




---



##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 GENERAL
     NINE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009




---



##### Table of Contents



THREE MONTHS ENDED SEPTEMBER 30, 2010 AND 2009




---



##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES




---



##### Table of Contents




    
    Dr. Morgane Bomsel, Cochin Institute, France
    
    Dr. Ruth Ruprecht, Harvard University, Dana Farber Cancer Institute, Boston USA
    
    Dr. Ronald H. Gray, Johns Hopkins University, Baltimore, USA
    
    Dr. Malegapuru William Makgoba, University of KwaZulu-Natal, Durban, South Africa
    
    Dr. Souleymane Mboup, Cheikh Anta DIOP University, Dakar, Sénégal
    
    Dr. Juliana McElrath, University of Washington, Seattle, USA
    
    Dr. Odile Puijalon, Pasteur Institute, Paris, France
    
    Dr. Caetano Reis e Sousa, Cancer Research UK, London, UK




---



##### Table of Contents



RECENT FINANCING ACTIVITIES
     OFF-BALANCE SHEET ARRANGEMENTS




---



##### Table of Contents



QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  INTEREST RATE RISK
  
 CONTROLS AND PROCEDURES
 DISCLOSURE CONTROLS AND PROCEDURES
   CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
  INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS




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PART II. OTHER INFORMATION
 
 LEGAL PROCEEDINGS
  
 RISK FACTORS
  
 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 DEFAULTS UPON SENIOR SECURITIES
  
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 OTHER INFORMATION
   
 EXHIBITS
 EXHIBITNUMBER
    
    DESCRIPTION31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief
Financial Officer32
    
    Section 1350 Certification of Chief Executive Officer
and Chief Financial Officer




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SIGNATURES
  Dated:  March 17, 2011
    MYMETICS CORPORATIONBy:
    /s/ Jacques-François MartinPresident and Chief Executive OfficerBy:
    /s/ Ronald KempersChief Financial Officer