##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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(Do not check if a smaller reporting company)
Smaller Reporting Company þ o þ
  Class
    
    Outstanding at August 23, 2010Common Stock, $0.01 par value
    
    196,263,630




---



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  
 PART I. FINANCIAL INFORMATION
 
 FINANCIAL STATEMENTS
 
 June 30,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent AssetsCash
    
    
    2,673
    
    
    
    2,959Receivable officer
    
    
    24
    
    
    
    6Receivable other
    
    
    45
    
    
    
    39Prepaid expenses
    
    
    31
    
    
    
    34Total current assets
    
    
    2,773
    
    
    
    3,038Property and equipment, net of accumulated depreciation of
139 at June 30, 2010 and 100 at December 31, 2009
    
    
    189
    
    
    
    232License contract, net of accumulated amortization of
240 at June 30, 2010 and 144 at December 31, 2009
    
    
    2,454
    
    
    
    2,550In-process research and development
    
    
    2,266
    
    
    
    2,266Goodwill
    
    
    6,671
    
    
    
    6,671
    14,353
    
    
    
    14,757LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)Current LiabilitiesAccounts payable
    
    
    1,336
    
    
    
    1,540Payable to officers and employees
    
    
    154
    
    
    
    Taxes and social costs payable
    
    
    27
    
    
    
    41Advance on current portion of notes payable
to related parties
    
    
    2,200
    
    
    
    Current portion of convertible notes payable
to related parties
    
    
    5,988
    
    
    
    5,740Total current liabilities
    
    
    9,705
    
    
    
    7,321Convertible notes payable to related parties,
less current portion
    
    
    22,633
    
    
    
    21,722Convertible note payable  other
    
    
    2,655
    
    
    
    2,593Acquisition-related contingent consideration
    
    
    2,119
    
    
    
    1,936Total liabilities
    
    
    37,112
    
    
    
    33,572Shareholders Equity (Deficit)Common stock, U.S. $.01 par value; 495,000,000 shares authorized;
Issued and outstanding 196,263,630 at June 30, 2010
and 196,063,630 at December 31, 2009
    
    
    1,756
    
    
    
    1,754Preferred stock, U.S. $.01 par value; 5,000,000 shares authorized;
none issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    21,020
    
    
    
    20,840Deficit accumulated during the development stage
    
    
    (46,199
    )
    
    
    (42,090
    )Accumulated other comprehensive income
    
    
    664
    
    
    
    681(22,759
    )
    
    
    (18,815
    )
    14,353
    
    
    
    14,757




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##### Table of Contents



FOR THE THREE
    
    
    FOR THE THREE
    
    
    TOTAL ACCUMULATEDMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    DURING THEJUNE 30, 2010
    
    
    JUNE 30, 2009
    
    
    DEVELOPMENT STAGERevenueSales
    
    
    37
    
    
    
    61
    
    
    
    435Interest
    
    
    1
    
    
    
    
    
    
    
    37Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    774Government grants
    
    
    
    
    
    
    13
    
    
    
    7838
    
    
    
    74
    
    
    
    1,324ExpensesResearch and development
    
    
    723
    
    
    
    1,728
    
    
    
    21,927General and administrative
    
    
    680
    
    
    
    1,180
    
    
    
    19,378Bank fee
    
    
    1
    
    
    
    
    
    
    
    938Interest
    
    
    631
    
    
    
    768
    
    
    
    5,256Change in the fair value of acquisition-related contingent consideration
    
    
    
    
    
    
    
    
    
    
    (1,431
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Depreciation
    
    
    20
    
    
    
    21
    
    
    
    651Amortization of intangibles
    
    
    48
    
    
    
    
    
    
    
    240Directors fees
    
    
    5
    
    
    
    
    
    
    
    326Other
    
    
    
    
    
    
    
    
    
    
    112,108
    
    
    
    3,697
    
    
    
    47,505Loss before income tax provision
    
    
    (2,070
    )
    
    
    (3,623
    )
    
    
    (46,181
    )Income tax benefit (provision)
    
    
    
    
    
    
    7
    
    
    
    (18
    )Net loss
    
    
    (2,070
    )
    
    
    (3,616
    )
    
    
    (46,199
    )Other comprehensive income (loss)Foreign currency translation adjustment
    
    
    (13
    )
    
    
    5
    
    
    
    664Comprehensive loss
    
    
    (2,083
    )
    
    
    (3,611
    )
    
    
    (45,535
    )Basic and diluted loss per share
    
    
    (0.01
    )
    
    
    (0.02
    )




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##### Table of Contents



FOR THE SIX
    
    
    FOR THE SIX
    
    
    TOTAL ACCUMULATEDMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    DURING THEJUNE 30, 2010
    
    
    JUNE 30, 2009
    
    
    DEVELOPMENT STAGERevenueSales
    
    
    75
    
    
    
    61
    
    
    
    435Interest
    
    
    2
    
    
    
    
    
    
    
    37Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    774Government grants
    
    
    
    
    
    
    13
    
    
    
    7877
    
    
    
    74
    
    
    
    1,324ExpensesResearch and development
    
    
    1,261
    
    
    
    4,530
    
    
    
    21,927General and administrative
    
    
    1,373
    
    
    
    2,164
    
    
    
    19,378Bank fee
    
    
    1
    
    
    
    
    
    
    
    938Interest
    
    
    1,222
    
    
    
    995
    
    
    
    5,256Change in the fair value of acquisition-related contingent consideration
    
    
    183
    
    
    
    
    
    
    
    (1,431
    )Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Depreciation
    
    
    39
    
    
    
    39
    
    
    
    651Amortization of intangibles
    
    
    96
    
    
    
    
    
    
    
    240Directors fees
    
    
    10
    
    
    
    
    
    
    
    326Other
    
    
    1
    
    
    
    
    
    
    
    114,186
    
    
    
    7,728
    
    
    
    47,505Loss before income tax provision
    
    
    (4,109
    )
    
    
    (7,654
    )
    
    
    (46,181
    )Income tax provision
    
    
    
    
    
    
    
    
    
    
    (18
    )Net loss
    
    
    (4,109
    )
    
    
    (7,654
    )
    
    
    (46,199
    )Other comprehensive income (loss)Foreign currency translation adjustment
    
    
    (17
    )
    
    
    (43
    )
    
    
    664Comprehensive loss
    
    
    (4,126
    )
    
    
    (7,697
    )
    
    
    (45,535
    )Basic and diluted loss per share
    
    
    (0.02
    )
    
    
    (0.04
    )




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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
    
    
    
    119
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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 (restated)
    
    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 (restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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
    )




---



##### 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
    
    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
    
    
    
    
    
    
    
    
    
    
    
    41Issuance 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
    )




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##### Table of Contents



TOTALACCUMULATEDFOR THE SIX
    
    
    FOR THE SIX
    
    
    DURING THEMONTHS ENDED
    
    
    MONTHS ENDED
    
    
    DEVELOPMENTJUNE 30, 2010
    
    
    JUNE 30, 2009
    
    
    STAGECash Flow from Operating ActivitiesNet loss
    
    
    (4,109
    )
    
    
    (7,654
    )
    
    
    (46,199
    )Adjustments to reconcile net loss to
net cash used in operating activitiesChange in the fair value of acquisition-
related contingent consideration
    
    
    183
    
    
    
    
    
    
    
    (1,431
    )Depreciation
    
    
    39
    
    
    
    39
    
    
    
    651Amortization of intangibles
    
    
    96
    
    
    
    
    
    
    
    240Goodwill impairment
    
    
    
    
    
    
    
    
    
    
    209Fees paid in warrants
    
    
    
    
    
    
    
    
    
    
    223Gain on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    (774
    )Services and fee paid in common stock
    
    
    20
    
    
    
    66
    
    
    
    5,244Stock compensation expense  options
    
    
    162
    
    
    
    
    
    
    
    162Amortization of debt discount
    
    
    
    
    
    
    
    
    
    
    210Changes in operating assets and liabilities,
Receivables
    
    
    (24
    )
    
    
    (3
    )
    
    
    1Accounts payable and payable to officers
and employees
    
    
    (50
    )
    
    
    3,739
    
    
    
    2,071Taxes and social costs payable
    
    
    (14
    )
    
    
    (2
    )
    
    
    27Other
    
    
    3
    
    
    
    50
    
    
    
    14Net cash used in operating activities
    
    
    (3,694
    )
    
    
    (3,765
    )
    
    
    (39,352
    )Cash Flows from Investing ActivitiesPatents and other
    
    
    
    
    
    
    
    
    
    
    (393
    )Sale (purchase) of property and equipment
    
    
    4
    
    
    
    (151
    )
    
    
    (219
    )Acquisition of subsidiary,
net of cash acquired of 58
    
    
    
    
    
    
    (4,942
    )
    
    
    (4,942
    )Cash acquired in reverse purchase
    
    
    
    
    
    
    
    
    
    
    13Net cash provided by (used in)
investing activities
    
    
    4
    
    
    
    (5,093
    )
    
    
    (5,541
    )Cash Flows from Financing ActivitiesProceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    11,630Borrowing from shareholders
    
    
    
    
    
    
    
    
    
    
    972Increase in notes payable and other
short-term advances
    
    
    3,421
    
    
    
    8,644
    
    
    
    35,920Decrease in notes payable and other
short-term advances
    
    
    
    
    
    
    
    
    
    
    (1,490
    )Loan fees
    
    
    
    
    
    
    
    
    
    
    (130
    )Net cash provided by financing activities
    
    
    3,421
    
    
    
    8,644
    
    
    
    46,902Effect on foreign exchange rate on cash
    
    
    (17
    )
    
    
    (43
    )
    
    
    664Net change in cash
    
    
    (286
    )
    
    
    (257
    )
    
    
    2,673Cash, beginning of period
    
    
    2,959
    
    
    
    509
    
    
    
    Cash, end of period
    
    
    2,673
    
    
    
    252
    
    
    
    2,673




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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
 st
 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
     FAIR VALUES OF FINANCIAL INSTRUMENTS
  CONCENTRATIONS




---



##### Table of Contents



RELATED PARTY TRANSACTIONS
  COMMITMENTS
  NEW ACCOUNTING PRONOUNCEMENTS
  Note 2. Acquisition of Bestewil
   
    
    A payment of up to 2,800 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 3,000 in cash should a third party commence a Phase III clinical
trial by April 1, 2013 for Mymetics Intranasal Influenza Vaccine licensed from Bestewil;




---



##### Table of Contents




    
    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
    
    
    5,000
    
    
    
    
    
    
    
    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
    
    
    9,551
    
    
    
    2,100
    
    
    
    11,651
   Purchase PriceAllocationAssets:Current assets
    
    
    90License contract (Intranasal Influenza Vaccine)
    
    
    2,694In-process research and development (HSV and RSV)
    
    
    2,266Goodwill
    
    
    6,671Property and equipment
    
    
    98




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##### Table of Contents



Purchase PriceAllocationOther non-current assets
    
    
    7Total assets
    
    
    11,826Liabilities:Current liabilities
    
    
    175Total liabilities
    
    
    175Total purchase consideration
    
    
    11,651
  Note 3. Intangible Assets
  June 30, 2010
    
    
    December 31, 2009Indefinite-lived intangibles:In process research and development
    
    
    2,266
    
    
    
    2,266Definite-lived intangibles:License contract
    
    
    2,694
    
    
    
    2,694Less accumulated amortization
    
    
    (240
    )
    
    
    (144
    )2,454
    
    
    
    2,550Other intangibles, net
    
    
    4,720
    
    
    
    4,816
  Note 4. Acquisition-Related Contingent Consideration
   Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Balance at January 1, 2010
    
    
    1,936Change in fair value recorded in earnings
    
    
    183Balance at June 30, 2010
    
    
    2,119




---



##### Table of Contents



Note 5. Debt Financing
    FixedEUR/USDConversion
    
    
    Rate for1st-Issue
    
    
    Principal
    
    
    Duration
    
    
    Interest
    
    
    Price
    
    
    ConversionLender
    
    Date
    
    
    Amount
    
    
    (Note)
    
    
    Rate
    
    
    (stated)
    
    
    PriceRound Enterprises Ltd.
    
    
    06/29/2010
    
    
    
    2,200
    
    
    
    (5
    )
    
    5% pa
    
    NoneTotal advance on short term Loans
to Related Parties
    
    
    
    
    
    
    2,200Round Enterprises Ltd.
    
    
    04/03/2009
    
    
    
    4,000
    
    
    
    (4
    )
    
    10% pa
    
    US$
    0.80
    
    
    
    1.3486Eardley Holding A.G.
    
    
    04/03/2009
    
    
    
    1,000
    
    
    
    (4
    )
    
    10% pa
    
    NoneTotal short term Principal Amounts
    
    
    
    
    
    
    5,000Accrued Interest
    
    
    
    
    
    
    988Total short term Convertible Notes
to Related Parties
    
    
    
    
    
    
    5,988Eardley Holding A.G. (1)
    
    
    06/23/2006
    
    
    
    156
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.10
    
    
    
    N/AAnglo Irish Bank S.A. (3)
    
    
    10/21/2007
    
    
    
    500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4090Round Enterprises Ltd.
    
    
    12/10/2007
    
    
    
    1,500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4429Round Enterprises Ltd.
    
    
    01/22/2008
    
    
    
    1,500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.4629Round Enterprises Ltd.
    
    
    04/25/2008
    
    
    
    2,000
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.5889Round Enterprises Ltd.
    
    
    06/30/2008
    
    
    
    1,500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.5380Round Enterprises Ltd.
    
    
    11/18/2008
    
    
    
    1,200
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.2650Round Enterprises Ltd.
    
    
    02/09/2009
    
    
    
    1,500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.50
    
    
    
    1.2940




---



##### Table of Contents



FixedEUR/USDConversion
    
    
    Rate for1st-Issue
    
    
    Principal
    
    
    Duration
    
    
    Interest
    
    
    Price
    
    
    ConversionLender
    
    Date
    
    
    Amount
    
    
    (Note)
    
    
    Rate
    
    
    (stated)
    
    
    PriceRound Enterprises Ltd.
    
    
    06/15/2009
    
    
    
    5,500
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4045Eardley Holding A.G.
    
    
    06/15/2009
    
    
    
    100
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4300Von Meyenburg
    
    
    08/03/2009
    
    
    
    200
    
    
    
    (2
    )
    
    10% pa
    
    US$
    0.80
    
    
    
    1.4400Round Enterprises Ltd.
    
    
    10/13/2009
    
    
    
    2,000
    
    
    
    (2
    )
    
    5% pa
    
    US$
    0.25
    
    
    
    1.4854Round Enterprises Ltd.
    
    
    12/18/2009
    
    
    
    2,200
    
    
    
    (2
    )
    
    5% pa
    
    US$
    0.25
    
    
    
    1.4338Total long term principal Amounts
    
    
    
    
    
    
    19,856Accrued Interest
    
    
    
    
    
    
    2,777Total long term convertible Notes
to Related Parties
    
    
    
    
    
    
    22,633Total Convertible Notes
to Related Parties
    
    
    
    
    
    
    28,621Norwood Secured Loan
    
    
    04/03/2009
    
    
    
    2,500
    
    
    
    (6
    )
    
    5% pa
    
    US$
    0.80       1
    
    
    
    .2812Total Principal Amount
    
    
    
    
    
    
    2,500Accrued Interest
    
    
    
    
    
    
    155Total Convertible Note Payable  other
    
    
    
    
    
    
    2,655Norwood Contingent Liability
    
    
    
    
    
    
    2,119
    
    
    
    (7
    )TOTAL ADVANCE ON LOANS, NOTES,
LOANS AND CONTINGENT LIABILITY
    
    
    
    
    
    
    35,595
 
 (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 earlier of (i) June 30, 2010 or (ii) upon an event of default. The loan is
secured against two third of the IP assets of Bestewil Holding BV and convertible for
shares. These two loans matured on June 30 2010. The terms are being renegotatiated
without being in default of obligations. A signed agreement with the two parties will
be in place by the beginning of September 2010. A preliminary agreement indicates the
willingness from both parties to convert the full loan including interest at
$0.50.(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 2,500 with maturity 36 months
after the closing date and bearing interest at 5% per annum. The note is secured against
one third of Bestewil shares.




---



##### Table of Contents



(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. Note 6. Equity Financing
   Note 7. Subsequent Events




---



##### Table of Contents



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




---



##### Table of Contents



THREE MONTHS ENDED JUNE 30, 2010 AND 2009
    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




---



##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
  
 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




---



##### Table of Contents








---



##### Table of Contents



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




---



##### Table of Contents



SIGNATURES
  Dated:  August 23, 2010
    MYMETICS CORPORATIONBy:
    /s/ Jacques-François MartinPresident and Chief Executive OfficerBy:
    /s/ Ronald KempersChief Financial Officer