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================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-K

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM ______ TO _____

                                   ----------

                        COMMISSION FILE NUMBER 000-25132

                              MYMETICS CORPORATION
             (Exact name of Registrant as specified in its charter)

           DELAWARE                                              25-1741849
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


                            European Executive Office
                            14, rue de la Colombiere
                           CH-1260 Nyon (Switzerland)
                    (Address of principal executive offices)

     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 011 41 22 363 13 10
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                          COMMON STOCK, $0.01 PAR VALUE
                                (Title of Class)

     Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

     Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed be Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]
[X] smaller reporting company

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

The aggregate market value of the voting common stock held by non-affiliates
of the Registrant (assuming officers and directors are affiliates) was
approximately U.S. $ 11,694,000 as of June 30, 2007, computed on the basis of
the average of the bid and ask prices on such date.

     As of March 29, 2008, there were 189,463,630 shares of the Registrant's
Common Stock outstanding.

================================================================================



<PAGE>

USE OF EUROS

          The financial information contained in this Form 10-K is provided in
Euros (E) (except in "Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters" which is provided in United States Dollars, and except as
expressly indicated otherwise herein). See Note 1 to the Consolidated Financial
Statements contained in this Form 10-K for further explanation. As of March 17,
2007, 1 Euro was convertible into 1.33 United States Dollars.

                           FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements, which are identified by the words "believe,"
"expect," "anticipate," "intend," "plan" and similar expressions. The statements
contained herein which are not based on historical facts are forward-looking
statements that involve known and unknown risks and uncertainties that could
significantly affect our actual results, performance or achievements in the
future and, accordingly, such actual results, performance or achievements may
materially differ from those expressed or implied in any forward-looking
statements made by or on our behalf. These risks and uncertainties include, but
are not limited to, risks associated with our ability to successfully develop
and protect our intellectual property, our ability to raise additional capital
to fund future operations and compliance with applicable laws and changes in
such laws and the administration of such laws. These risks are described below
and in "Item 1. Business," "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations," and "Item 7A. Quantitative and
Qualitative Disclosures About Market Risk" included in this Form 10-K. Readers
are cautioned not to place undue reliance on these forward-looking statements
which speak only as of the date the statements were made.


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<PAGE>



                                TABLE OF CONTENTS


                                     PART I

ITEM 1.    BUSINESS.......................................................     1
ITEM 1A.   RISK FACTORS...................................................    12
ITEM 1B.   UNRESOLVED STAFF COMMENTS......................................    17
ITEM 2.    PROPERTIES ....................................................    17
ITEM 3.    LEGAL PROCEEDINGS .............................................    17
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............    18

                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
           STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
           EQUITY SECURITIES..............................................    19
ITEM 6.    SELECTED FINANCIAL DATA .......................................    23
ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS............................    23
ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK....................................................    32
ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ...................    34
ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE............................    34
ITEM 9A.   CONTROLS AND PROCEDURES........................................    34
ITEM 9B.   OTHER INFORMATION..............................................    35

                                    PART III

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE..........    36
ITEM 11.   EXECUTIVE COMPENSATION.........................................    39
ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.................    42
ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
           AND DIRECTOR INDEPENDENCE......................................    44
ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES.........................    44

                                     PART IV

ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.....................    45

SIGNATURES................................................................    64



                                       ii





<PAGE>

                                     PART I

ITEM 1. BUSINESS

THE CORPORATION

OVERVIEW

We are a biotechnology research and development company devoted to fundamental
and applied research in the area of human biology and medicine. We were
incorporated in July 1994 pursuant to the laws of the Commonwealth of
Pennsylvania under the name "PDG Remediation, Inc." In November 1996, we
reincorporated under the laws of the State of Delaware and changed our name to
"ICHOR Corporation." In July 2001, we changed our name to "Mymetics
Corporation."

We own all of the outstanding voting stock of: (i) Mymetics Management Sarl, a
company organized in 2007 under the laws of Switzerland, (ii) 6543 Luxembourg
S.A., a joint stock company organized in 2001 under the laws of Luxembourg,
(iii) 99.9% of Mymetics S.A. (formerly Hippocampe S.A.), a company organized in
1990 under the laws of France ("Mymetics S.A."), which is a subsidiary of 6543
Luxembourg S.A. The latter is presently being liquidated under court
supervision. In this document, unless the context otherwise requires, "Mymetics"
and the "Corporation" refer to Mymetics Corporation and its subsidiaries.

We currently do not make, market or sell any products or services, and thus, we
have no revenues. We believe, however, that our research and development
activities will result in strong intellectual property that can generate
revenues for us in the future. Our business model is to conduct our research and
development far enough to sign a partnership agreement with one or more major
pharmaceutical companies active in either or both the fields of HIV-AIDS
preventive vaccines and therapies.

DEVELOPMENT OF THE COMPANY

From our inception in 1990 to December 1997, we operated in the environmental
services industry, focusing on thermal treatment, remediation services and waste
oil recycling. In February 1995, we completed an initial public offering. In
1998 and 1999, after disposing of our environmental services businesses, we
provided consulting services to an industrial customer in Europe. In June 1999,
we acquired a majority interest in Nazca Holdings Ltd., whose business involved
the exploration for and development of groundwater resources in Chile. Following
the disposal of our interest in Nazca in July 2000, we did not have an operating
business.

In March 2001, we acquired 99.9% of the outstanding shares of Mymetics S.A. in
consideration for shares of our common stock and shares of Class B Exchangeable
Preferential Non-Voting Stock of 6543 Luxembourg S.A., which are convertible
into shares of our common stock. In 2002, we acquired all but 0.01% of the
remaining outstanding common stock of Mymetics S.A. pursuant to share exchanges
with the remaining stockholders of Mymetics S.A. The terms of these share
exchanges were substantially similar to the terms of the share exchange that
occurred in March 2001. In 2004, all the remaining convertible shares of 6543
Luxembourg S.A. not already held by Mymetics Corporation were converted into
shares of Mymetics Corporation.

MYMETICS CORPORATION

Mymetics' primary objective is to develop vaccines and therapies to prevent and
treat the effects of certain retroviruses and other infectious diseases,
including the human immunodeficiency virus, or HIV, the virus that leads to
acquired immunodeficiency syndrome, or AIDS. Mymetics has also recently acquired
from a close scientific partner an advanced malaria vaccine project currently in
phase II clinical trial. Additional applications of Mymetics's research include
potential treatments and/or vaccines for malaria, human oncoviral leukemias,
multiple sclerosis, and organ transplantation.

Prior to 2002, our activities such as design of the prototype molecules,
synthesis, and in vitro testing, had been conducted exclusively in Europe.
During the second quarter of 2002, we launched programs in the United States in
an attempt to



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reinforce our intellectual property portfolio and to accelerate
the commercialization of our technology. Our previous management believed that
expanding our operating activities in the United States offered numerous
advantages, including greater access to expertise, grants, subsidies,
intellectual property and public and private research teams. Due to financial
constraints, it decided to limit these activities in January 2003. Following the
management changes of July 2003, our activities have again been conducted
exclusively in Europe, with certain pre-clinical tests being performed in the
United States by the National Institutes of Health (NIH).

Under our "best of class" business model, the overall research strategy, as well
as most original ideas, are defined and contributed by our own scientific team,
including Dr. Sylvain Fleury, Ph.D. (Chief Scientific Officer) and Professor
Marc Girard, DVM, D.Sc. (Head of Vaccine Development). Any given project is
first subdivided into "technology modules" which are then subcontracted to "best
of class" teams from academia, public or private laboratories or industry, all
chosen for their high standards and specific knowledge. For example, if we need
rabbits to be bred, we will outsource this work on a commercial basis to the
best company we can find. Most of the work that we outsource is available
through other vendors and to date there have not been any providers that are the
only source of expertise that we require. We believe that having such
specialized expertise in-house would make us dependent on the staff required to
carry out such tasks. We believe we benefit from the established relationships
with our partners and that it is a cost effective approach to achieving our
business plan. Mymetics pays for and coordinates the work, consolidates the
results and retains all intellectual property associated with it. In certain
limited cases, we will sign partnership agreements with companies offering
technologies that can enhance or add value to our own products under
development. Under this model, Mymetics retains all intellectual property rights
in the combined research and applies for domestic and international patents
whenever justified. In limited cases, the patent ownership is shared with
certain partners such as the French INSERM (Institut National de la Sante Et de
la Recherche Medicale). In this case, Mymetics nevertheless received an
exclusive license for the eventual exploitation of the shared patents.




We also enter into scientific collaboration agreements with selected,
complementary partners such as Pevion Biotech Ltd., a Swiss company that granted
us exclusive licenses to use their unique Virosome(R) vaccine delivery
technology in conjunction with our AIDS and malaria preventive vaccines under
development. Under this agreement, Pevion Biotech is committed to supply the
actual Virosomes and perform their integration with our antigens
("formulation"), which requires proprietary know-how, at their premises. The
agreement with Pevion Biotech includes specific mechanisms to mitigate the risk
of losing a key component of our vaccines should Pevion become unable to live up
to its commitment.

MYMETICS MANAGEMENT Sarl

Our Swiss subsidiary was founded in 2007 to facilitate the conduct of our
business in Switzerland. This includes managing our staff retirement and social
security contributions, leasing our Swiss premises and other such local task
which a U.S. registered company cannot conduct or could only conduct at great
legal or organizational costs.

LUXEMBOURG 6543 S.A.

Our Luxembourg subsidiary, Luxembourg 6543 S.A., was founded in 2001 in
connection with the acquisition of Mymetics S.A. by Mymetics Corporation as a
vehicle to allow the former French shareholders of Hippocampe S.A. to defer
French taxes due on the exchange of their Hippocampe S.A. shares for Mymetics
Corporation shares. Luxembourg 6543 S.A. is dormant.

MYMETICS S.A.

On February 7, 2006, the Tribunal de Commerce in Lyon, France placed Mymetics
S.A., under receivership ("Redressement Judiciaire") as a result of an ongoing
dispute between Mymetics Corporation and a former officer and director, Dr.
Pierre-Francois Serres, who obtained an initial judgment against Mymetics S.A.
in France in the amount of E173,000 for an alleged wrongful termination by the
Company's prior management during 2003, which judgment was reversed on appeal.
Despite this positive outcome, the financial and legal status of Mymetics S.A.
was too impaired to justify



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<PAGE>


the costs and efforts to revitalize it. We therefore decided to let the matter
run its course under French law and to transfer all operations to Mymetics
Corporation.

Under the order of the French court, Mymetics S.A. sold its patents to Lomastar
Technologies Sarl, a Swiss company incorporated in Nyon, for E80,000 in order to
pay its creditors and the administration costs of the case. Upon completion of
this endeavor, the company will be dissolved under the control of the French
court appointed judicial administrator. As a legal consequence of this court
order, Mymetics Corporation has formally lost control over its French
subsidiary. We do not believe that the sale of the patents is significant to us
since they expire in 2017 and 2018, the dates we first expect to be selling the
vaccine. To protect the value of our intellectual property, however, we are
negotiating an exclusive worldwide perpetual license with Lomastar Technologies
with respect to these patents. There can be no assurance, however, that we will
be successful in achieving this result, which could limit the value of our
intellectual property and the potential value of our company to a prospective
purchaser.

OVERVIEW OF HIV AND AIDS

The HIV (human immunodeficiency virus) is a retrovirus that gradually destroys
the immune system and ultimately leads to AIDS. HIV is among the pathogens
harboring the highest genetic variation, leading to millions of variants, each
rapidly mutating. Indeed, HIV exists under many different versions like members
of a large family, they are different from, but related to each other.

By sequencing the viral genomes (genes), researchers have been able to map out
the family tree of HIV. At the root of the tree, there are three groups called
M, N and O, group M being responsible for the current AIDS pandemic. Group M is
split into nine genetic subtypes, also called nine clades (designated A through
K, with no E or I). The original definition of clades was based on short genomic
sequences, mostly within the HIV envelope protein (Env: gp160).

These nine clades have uneven geographic distribution patterns. Clade C
circulates in South Africa, India and parts of China. Clade A and D are common
in East Africa and clade B is common in North & South America and Western
Europe. Looking at the global numbers, it emerges that four clades (A, B, C and
D) plus two recombinant forms called CRFs 01 and 02 (both of which are about 70%
clade A) account for over 90% of all infections worldwide. From this
perspective, diversity can be mostly limited to 4 key major clades, plus small
contributions from the non-A segments of these two CRFs. According to the
statistics, clade C represents the world's most dominant HIV (over 50%).

HIV attaches itself to the target host cell using a harpoon-like surface protein
called gp160. This protein spears the host cell's membrane, drawing them
together so that the virus can fuse with the host cell. Once attached, the virus
penetrates the cell and commandeers the cell's machinery. Then it rapidly
replicates itself.

HIV-1 is lethal since it targets the most central cell of the immune system, the
CD4+ T cells which produce the IL-2 cytokine, a key messenger for immune cells.
These cells usually coordinate the cellular and humoral responses that are
directed to thwart the pathogen (HIV). When the number of such CD4+ T cells
decreases significantly over time, the amount of IL-2 becomes too low for an
efficient immune attack orchestration. Consequently, HIV as well as other
pathogens escape to the recognition by the immune system, leaving the host
vulnerable to disease.

HIV proves itself an elusive target because it:

     -   Reproduces itself at an extraordinary rate (several million new virus
         particles are created daily)

     -   Mutates rapidly: as it reproduces itself, it makes mistakes that
         produce new virus particles that are slightly different; these
         differences make the virus harder to target by the immune system.

Mimicry

Normally, the immune system would respond to this attack: IL-2 would be secreted
mostly by activated CD4+ T cells to signal the alarm to the other T-cells
subtypes


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<PAGE>

and B-cells for developing a strong immune response against the invader. With
HIV, this approach backfires. Why?

Mymetics has discovered a peculiar inter-reactivity between part of the virus's
"harpoon" and the host cell's "alarm" (IL-2). We call it "mimicry". Several
other homologies between HIV and human proteins have been reported. It has also
been reported that most of HIV infected subjects develop auto-antibodies
(antibodies recognizing HIV proteins but also your own proteins), even in early
phase of the infection. It has been postulated that some mimicries must exist
between HIV and human proteins, which could lead to such autoimmunity problems.

The shaft of the virus' harpoon, called gp41, actually appears to "mimic" the
host cell's IL-2. This dynamic enables the virus to attach itself to the host
cell membrane at a precise portal. An unusual consequence: when the "soldiers"
(antibodies against the viral gp41 protein) arrive to battle the virus, they can
potentially "confuse" the virus's gp41 with the host cell IL-2 and attack and
destroy them both.

As the immune system methodically kills its own soldiers, the HIV continues to
replicate swiftly. The equilibrium shifts and the HIV outpace our body's
defenses. Such events likely contribute to the development of AIDS, a fatal
disease that affects an increasing number of people worldwide. In light of these
reported observations, Mymetics is using this information to develop a safer HIV
vaccine that would be constituted of vaccine subunits having minimal human
homologies.


TECHNOLOGY

Current Approaches

Current drug treatments in HIV focus on slowing or impeding the progress of the
virus once it has infected the body's host cells. Recent approaches seek to
develop therapies that prevent the virus from fusing with host cells. If the
virus cannot fuse, it cannot enter inside the cell(infect) and reproduce,
thereby facilitating the successful fight of the body's immune system against
the invasion.

HIV transmission generally occurs through sexual contact. Indeed, semen and
cervico-vaginal secretions may potentially transmit HIV to the gastrointestinal,
anorectal and genitourinary tracts because these fluids contain cell-free HIV
particles and numerous HIV-infected cells. Contracting HIV infection may be
subdivided into early and late events. Early events (less than 24h) are those
comprising mucosal exposure to HIV and viral translocation across mucosal
surfaces, leading to HIV penetration into the organism. Late events (over 24 h)
take place once HIV has infected target cells (ex. CD4+ T lymphocytes)just under
the mucosa tissue that it has crossed, with subsequent additional infections and
migration of infected cells to proximal lymph nodes, ending to HIV spreading
into the body. Therefore, the HIV vaccine should ideally elicit immune responses
capable of acting on the early events and not only on late events. Mymetics'
objective has always remained the same: to prevent the virus from penetrating
the body from the first minutes or hours after exposure to the pathogen, rather
than trying to fight it after infection and its dissemination. Therefore,
Mymetics is developing an HIV vaccine that focuses on the induction of mucosal
antibody protection as the first line of defense, protecting the primary entry
sites, which corresponds to two important anatomically compartments:
genital-reproductive tracts and intestine/rectal mucosal tissues. Vaccines or
therapies for preventing these very early events at the mucosa levels (e.g.,
Blocking transcytosis and early infections) became another important research
aspect.

Until recently, vaccine development was focusing on clade B strains, which
dominate the epidemic in industrialized countries but cause only about 12% of
infections globally whereas clade C is most prevalent throughout the world,
especially in developing nations in Africa and Asia. Development of non-clade B
candidates, having clade C as a key target became a priority for vaccine
companies. Mymetics intends to invest its research efforts in developing a
"universal" vaccine that will combat clade C strains.

Visit the IAVI web site (www.iavi.org) for more background information on AIDS.


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Mymetics' Approach

Mymetics proposes an innovative AIDS vaccine that could prevent or reduce HIV
entry at the mucosal level (primary entry: very early event) as well as
preventing cell infection by HIV at the mucosa level (early event). To achieve
this goal, Mymetics has combined three important concepts in the vaccine design
for eliciting different sets of antibodies:

1- Preferential induction of mucosal antibodies for protecting various
anatomical compartments

Mymetics postulates that the induction of protective mucosal antibodies such as
IgA and secretory IgA might block the early event of HIV entry across the
genito-reproductive and intestinal tracts. These mucosal antibodies could also
contribute to prevent the HIV infection of target cells located just under the
mucosal epithelium, thus preventing early HIV entry and spreading events in the
body. Neutralizing blood antibodies (systemic) such as IgG will also be elicited
by Mymetics's vaccine candidate. These blood antibodies will likely act into the
genital compartment and to lower extend into the gut compartment, as well as on
later events that may take place into secondary lymphoid organs like lymph
nodes, preventing the infection of target cells in the periphery, outside of the
mucosal system. These mucosal (mostly IgA) and blood (mostly IgG) antibodies,
each having their own niche distribution, should act synergistically for optimal
protection against HIV transmission and they may circulate to some extend from
one compartment to another one.

2- Focused antibody response against relevant conserved gp41 regions

To achieve this objective, Mymetics's HIV vaccine candidate is constituted of
gp41 peptides and recombinant proteins that are devoid of immunodistractive and
useless areas. Generally, the immune system develops immune responses toward all
possible regions of the foreign antigens (peptides, proteins, etc.). However,
antigens are often harbouring several immunodominant regions, each eliciting an
immune response of different magnitude (low, intermediate or strong
recognition/affinity by the immune system) and frequency (region rarely,
sometimes or often recognized by the immune system). Therefore, it is common to
observe an immune response that preferentially recognizes some protein areas
(immunodominant), while others are neglected. Furthermore, viruses have
developed antigens that contain often immunodominant regions for distracting the
immune system. These immunodistractive regions may have little or no function
for the pathogen protein but may blind the immune system. Consequently, immune
responses against the pathogen might be sometimes useless. Mymetics is
developing vaccines that contain different antigens expressing limited and
useful immunodominant regions, while useless immunodistractive regions have been
removed or altered with minimal effect on the immunogenicity of the viral
antigen. Using this approach, it forces the antibody response to focus on
relevant viral protein regions.

This type of new engineered gp41 molecules should be able to elicit antibodies
with a broad spectrum of action (cross-clade neutralization like A, B and C):
blocking virus translocation across the mucosal barrier and/or to inhibit cell
infection, thus preventing HIV-1 infection.300

Based on our recent research results, we believe that Mymetics's HIV vaccine
candidate and strategies definitely place us amongst the most advanced teams
devoted to AIDS prophylactic vaccine research that aims to prevent HIV
transmission across the mucosal barrier.301

Mymetics's findings further apply to a range of additional diseases, including
certain oncoviruses often associated with leukemia.

3- Minimal mimicry

This concept is intended to remove in part or entirely the human protein
homologies naturally present in many HIV proteins that serve as a vaccine
component. To achieve that objective, Mymetics intends to use as a candidate
vaccine the smallest engineered viral antigen sequence for two main reasons.
First, the smaller the protein, the more limited are the homologies with human
proteins. Second, it is easier to remove human homologies into a small viral
protein or peptide because of their limited distribution. Using this approach,
Mymetics believes that an HIV vaccine constituted of viral antigens or genes
encoding viral antigens with minimal



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human homologies should reduce the risk of developing potential long-term
autoimmunity side-effects after HIV vaccination.

How to trigger the protective immune response?

Mymetics's vaccine uses the technology of Virosomes(R), a lipid-like structure
highly efficient for delivering the vaccine's active ingredients.

The virosome-based vaccine is constituted of two types of Virosomes, each with
surface anchored gp41-derived conserved antigens, each eliciting different
antibodies not mutually exclusive with a broad activity spectrum:

              -   Virosomes with peptides corresponding to the conserved
                  Membrane Proximal Region (MPR) of gp41 for triggering
                  protective mucosal antibodies (mostly IgA) against a broad
                  spectrum of HIV isolates.

              -   Virosomes with soluble/stable recombinant gp41 without the MPR
                  for eliciting complementary neutralizing IgA and IgG
                  antibodies.

This Virosomes(R) technology is already market approved in more than 43
countries with excellent safety profile and no mucosal adjuvant is required for
triggering mucosal antibodies.

Mymetics obtained an exclusive license agreement dated March 1, 2007 with Pevion
Biotech for the use of Virosomes(R) in the production of our HIV vaccine. We
believe that our exclusive agreement with Pevion Biotech provides a competitive
advantage by allowing us to avoid using a mucosal adjuvant for our HIV vaccine.
We believe that mucosal adjuvants have not sufficiently advanced to allow
clinical testing for our HIV vaccines.

AIDS: Summary of Our Achievements

From 1997 to 2001, we documented the existence of an important three-dimensional
molecular mimicry between the gp41 glycoprotein of HIV-1 and the human
interleukin-2 (IL-2) cytokine, a mimicry also found in lentiviruses causing AIDS
in other animal species. Mymetics has explored this mimicry as the starting
point for developing a safe HIV-1 candidate vaccine capable of eliciting
protective antibodies, while preventing potential harmful cross-reactivities
toward host proteins such as the human IL-2 (Mymetics US Patent 6,455,265). We
believe that this innovative concept may render vaccines from the 21st century
as efficacious as those from the 20th century, in addition to being safer.

In September 2003 we, together with Protein eXpert S.A., succeeded in
engineering and producing in bacteria E. Coli the first gp41 generation which
forms soluble and stable gp41 trimers that closely resemble the native gp41
found in HIV-1. This first generation of gp41 immunogen is devoid of the cluster
I and 2F5/4E10 epitopes, in addition of being mutated in one important IL-2
mimicry area. The design of the first gp41 generation was intended to identify
new important epitopes as well as to focus the immune response on possible
neutralizing epitopes different from the 2F5/4E10 previously identified by other
teams.

In 2004, we started a collaboration with Dr. Morgane Bomsel(Cochin Institute,
Paris, France), a renowned scientist in the field of HIV transcytosis and
mucosal immunity. Dr Bomsel had few monoclonal IgA antibodies obtained from a
phage display libraries issued from B cells of HIV resistant women. These
monoclonal IgA antibodies were found later capable of preventing HIV
transcytosis and HIV infection of primary isolates. Interestingly, these IgA
have recognized epitopes on our gp41 first generation devoid of the 2F5/4E10
epitopes, meaning that other potential neutralizing epitopes exist and they are
not limited to IgG isotypes.

From January to August 2004, we tested the first gp41 generation in rabbits for
its capacity to elicit neutralizing antibodies toward HIV-1. Such antibodies
were obtained in large quantities and their neutralizing potential was evaluated
by our academic collaborators. Thus, Dr. Morgane Bomsel obtained 60% inhibition
of HIV-1 transcytosis with primary strains. Sera were also tested in the
laboratory of Dr. Christiane Moog (Institut Pasteur, Strasbourg, France), a
recognized specialist in neutralizing antibodies in the HIV field. In the
performed assay, primary T cells infection by primary HIV-1 strains from clade B
(Bx-08 and SF-162) and clade C (TV1) were respectively neutralized at 70%, 80%
and 90% by low sera dilutions. When total rabbit antibodies were purified from
the serum, a neutralizing activity of 80% was



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<PAGE>

obtained with an antibody concentration of 20ug/ml, using three primary HIV-1
strains. These results are similar to those obtained with the 2F5 monoclonal
antibody (over 90% inhibition), one of the most potent neutralizing antibodies
so far identified. Infection of primary human macrophages by primary HIV-1
strains was also strongly inhibited (over 90%) with a low antibody concentration
(less than 2ug/ml). We found these preliminary results highly encouraging,
considering that the first gp41 generation of immunogen did not include the
2F5/4E10 epitopes.

During Winter 2004 and Spring 2005 we engineered a third generation of
recombinant gp41 proteins based on the experience we acquired over the first
three years (2003-2005. In parallel to the protein approach, during Winter 2004
and Spring 2005 and in collaboration with Pevion Biotech Ltd. and Dr. Bomsel, we
formulated the second vaccine prototype. This prototype consisted of using
peptides derived from the conserved proximal membrane region of the gp41
ectodomain grafted in an oriented manner onto biosynthetic stable lipidic
spheres called Virosomes(R). Rabbit immunizations in France were launched from
May to November 2005 for targeting the mucosal immune response. Biological
samples were analyzed and all rabbits have produced specific antibodies toward
the gp41 peptides. More importantly, when these samples were tested into
transcytosis assays, most of these vaginal and rectal secretions (diluted
10-fold for the assay) contained antibodies that were able to prevent
translocation (transcytosis) of primary R5 clades B and C with an efficiency of
70-90%, which is close to what is observed with human secretions isolated from
HIV-resistant women.

From March to September 2006, based on this successful rabbit study, sixteen
female macaques (non-human primates) in animal facilities in Beijing, China were
immunized four times (40ug/100ul injected) over six months. We were hoping to
reproduce the same results with Virosomes-gp41 peptides with as we did with the
rabbit immunizations. We achieved the following:

     -   Our vaccine based on Virosomes(R)-gp41 peptides elicited mucosal IgA
         and blood IgG antibodies in over 90% of vaccinated macaques.

     -   These IgA and IgG antibodies were able to be redistributed into the
         genital and intestinal compartments, even in animals vaccinated by
         intra-muscular injection in the absence of mucosal adjuvant.

     -   These antibodies were also capable of preventing at least 60% of HIV
         entry across a human mucosal epithelium in vitro and up to 98% in two
         out of sixteen animals. Significant inhibitions were obtained with
         primary HIV from clades B and C.

     -   Antibodies from secretions have been purified and their neutralizing
         capacity were as good as the 2F5/4E10 mAbs, when IC50% were compared.

We believe that such success in the macaque animal model, in the absence of a
mucosal adjuvant, is a major breakthrough which is highly encouraging to us for
future human clinical trials.

From 2005 to 2007, we designed and produced a fourth generation of rgp41. Based
on epitope studies we believe that such antigen will be a very good HIV vaccine
candidate, especially when incorporated into Virosomes.

In October 2007 we launched a second non-human primate study at the Institute of
Laboratory Animal Science & Chinese Academy of Medical Science (ILAS) in China,
using macaques for evaluating the full vaccine. Animal vaccinations are
scheduled over a six month period. We were expecting to reproduce the results
from the first macaque study done in 2006-2007 and to have macaques either
protected against the SHIV162p3 or having a viremia between 1-2 log lower than
the control group.

In early 2008, we will perform a viral challenge (vaginal route) on those
animals having received our latest generation AIDS vaccine.

We are preparing a clinical trial phase I to be launched in Q4 2008 for testing
our second generation vaccine formulated with Virosomes(R).



                                       7
<PAGE>

Malaria: Summary of Achievements

During 2007, we acquired from Pevion Biotech Ltd a malaria vaccine project which
had successfully completed phase I and II human clinical trials with two
antigens only in Switzerland and England.

This prototype is currently undergoing a new round of phase I and II trials in
Tanzania on children and young adults under "native" conditions. Upon successful
completion of these tests, expected by the end of 2008, another round of phase I
and II human clinical trial is planned, this time with four or possibly five
antigens.

This gradual methodology is necessary for both scientific and ethical reasons
since African countries, which have in the past been used as testing ground
without their fully informed consent, now demand that any human test be first
performed in developed countries.

RESEARCH AND DEVELOPMENT EXPENSES

Research and Development Expenses of E5,981,000 include E299,000 scientific
staff expenses and fees of our scientific consultants, E345,000 paid to
scientific partners and suppliers of scientific services, E4,760,000 for
Virosomes licenses and acquisition of the malaria preventive vaccine project and
E577,000 related to our AIDS vaccine clinical trial phase I due to begin in
November 2008.

Licenses or project acquisition expenses, absent in 2006, represent practically
all of the increase in Research and Development expenses over that year.

INTELLECTUAL PROPERTY

We are the exclusive owner of intellectual property relating to our core
business which is focused on the development of novel HIV-AIDS preventive
vaccines and therapeutics. We have:

     -   Two issued French patents FR99 06528 and FR01 15424 on IL-2 mimicry.

     -   One European issued patent EP1034000 on IL-2 mimicry.

     -   One U.S. issued patent US 6,455,265 on gp41 & IL-2 mimicry and its
         corresponding national filings and divisional filings in various
         countries including Europe, the United States, Japan, Canada and
         Israel.

     -   Filed two patents under the Patent Cooperation Treaty, or PCT:

         -    WO 03/048187 (PCT/US02/38152 filed on November 27, 2002 for
              peptides rich in tryptophane as inhibitors of HIV infection
              from PFS).

         -    WO 03/104262 (PCT/US03/18251 filled on June 10, 2003 for
              describing gp41 peptides or proteins to block HIV
              fusion/infection), with national phases in the United States and
              EP.

     -   Filed four United States provisional applications related to the HIV
         field.

     -   On July 29, 2004, applied for a new PCT (PCT/IB2004/002433 or
         WO2005010033) which covers our mutated, trimeric, stable recombinant
         gp41 protein.

We have also share with key scientific partners the ownership of certain patent
applications. In every such instance, we have obtained the exclusive license
rights over our partners' shares at very favorable conditions. We have:

     -   On May 2, 2005, applied with INSERM for a new PCT (PCT/IB05/001182),
         which covers the description of IgA antibodies against our recombinant
         gp41 protein.

     -   On March 3, 2006, applied with INSERM and Pevion for a new PCT which
         covers our latest prototype HIV-AIDS preventive vaccine based on the
         usage of the virosome technology with HIV peptides and proteins.


                                       8
<PAGE>

COMPETITION

We have not yet developed an actual product or generated any revenues. Our
future competitive position depends on our ability to successfully develop our
intellectual property, and to license or sell such intellectual property to
third parties on financially favorable terms. Although we believe that the
results of our research and development activities have been favorable, there
are numerous entities and individuals conducting research and development
activities in the area of human biology and medicine all of which could be
considered competitors. We are conducting research aimed at developing a
preventive vaccine that could elicit protective mucosal and blood antibodies
against HIV, with a primary interest for the clade B, which is present in most
industrialized countries, and clades A and C because of their world dominance.
Mymetics' vaccine may be adapted to the most important HIV-1 clades such as A,
B, C and D.

In the field of HIV vaccines, the failure in 2003 of the VAXGEN product in Phase
III clinical trial and more recently the Merck adeno-based vaccine triggering
CTL protection underscores the need for an effective solution to the global
challenge posed by HIV. As these particular HIV vaccine candidates were
respectively focusing on blood IgG antibodies and cytotoxic T cells (CTL), using
technology unrelated to our technology (Virosomes(R)), we do not believe that
the cessation of clinical trials with respect to VAXGEN and Merck negatively
impacts our prospects for developing a viable preventive vaccine. On the
contrary, most of current HIV vaccine trials are oriented to the induction of
CTL for killing HIV-infected cells, while there are no serious alternative
projects into the pipeline of companies. Now, major companies in the HIV field
are forced to look for new innovative projects. We believe that this will
benefit Mymetics since it is a leader in the development of a vaccine for
protecting the main points of access for HIV in humans, which are the mucosal
compartments.

The worldwide vaccine market is dominated by four large multinational companies:
Sanofi Pasteur S.A. (formerly Aventis Pasteur S.A.), Merck & Co.,
GlaxoSmithKline Plc, and Novartis-Chiron Inc. Other companies such as Progenics
Pharmaceuticals, Inc., are developing therapeutic HIV vaccines, i.e. vaccines
that target HIV-infected persons in an attempt to control the development of the
disease.

While many of these individuals and entities have greater financial and
scientific capabilities, and greater experience in conducting pre-clinical and
clinical trials, we believe that our innovative approach to vaccine development
is very competitive. Our approach is based on three main aspects: 1) design of
lipid membrane anchored-antigens forming dimers, trimers and tetramers that
force the immune system to focus the response only on key relevant conserved
regions; 2) the induction of protective antibodies not only in the blood but
most importantly in the genito-reproductive and intestinal mucosal compartments
(primary HIV entry site) and; 3) minimizing potential autoimmune side effects by
removing most of the human protein homologies present onto the well preserved,
antigenic and immunodominant domain of GP41, such as IL-2 homologies, Overall,
Mymetics' HIV vaccine candidate should provide an advantage over existing and
future approaches that have been pursued so far because all our competitors are
using DNA, viral vectors, recombinant proteins or peptides with native viral
sequences with no or limited deletion of human sequence homologies (linear or
tridimensional) and poorly induce mucosal immunity. Therefore, all these vaccine
prototypes are potentially harmful on a long-term basis for human health and do
not target properly mucosal tissues. Vaccine candidates under development of
investigation include:

-    Sub-unit vaccine: a technology addressing a piece of the outer surface of
     HIV, such as GP160, GP140 or GP120, produced by genetic engineering.

-    Live vector vaccine: a live bacterium or virus such as vaccinia (used in
     the smallpox vaccine) and adeno modified so it cannot cause disease, but
     can transport into the body one or more genes that makes one or more HIV
     proteins.

-    Vaccine combination: an example includes a "prime-boost strategy", use of a
     recombinant vector vaccine to induce cellular immune responses followed by
     booster shots of a sub-unit vaccine to stimulate antibody production.

-    Peptide vaccine: chemically synthesized pieces of HIV proteins (peptides)
     known to stimulate HIV-specific immunity.


                                       9
<PAGE>

-    Virus-like particle vaccine (pseudovirion vaccine): a non-infectious HIV
     look-alike that has one or more, but not all, HIV proteins.

-    DNA vaccine: direct injection of genes coding for HIV proteins.

-    Whole-killed virus vaccine: HIV that has been inactivated by chemicals,
     irradiation or other means rendering it non-infectious.

-    Live-attenuated virus vaccine: live HIV from which one or more apparent
     disease-promoting genes of the virus have been deleted.

GOVERNMENTAL REGULATION

Our strategy was crafted in part to minimize the risks usually associated with
clinical trials, regulatory approvals and marketing, which we would expect to be
borne by one or more future partners.

We contract with third parties to perform research projects related to our
business. These third parties are located in various countries and are subject
to the applicable laws and regulations of their respective countries.
Accordingly, regulation by government authorities in the United States and
foreign countries is a significant factor in the development, manufacture and
marketing of our proposed products by our future partners and therefore has a
direct impact on our ongoing research and product development activities.

Any products that will be developed by our future partners based on our
technology will require regulatory approval by government agencies prior to
commercialization. In particular, human therapeutic products are subject to
rigorous pre-clinical studies and clinical trials and other approval procedures
of the FDA and similar regulatory authorities in foreign countries. In addition,
various federal and state statutes and regulations will also govern or influence
testing, manufacturing, safety, labeling, storage and record keeping related to
such products and their marketing. The process of obtaining these approvals and
the subsequent substantial compliance with appropriate federal and state
statutes and regulations require the expenditure of substantial time and
financial resources. Obtaining royalties in the future will depend on our future
partners' ability to obtain and maintain the necessary regulatory approvals.

Pre-clinical studies generally are conducted on laboratory animals to evaluate
the potential safety and the efficacy of a product. In light of our limited
financial resources, we are conducting clinical trials of our HIV and malaria
vaccines first in Europe under the European Economic Community ("EEC")
guidelines, a quicker and less expensive approach than seeking FDA approval
which we intend to do after EEC approval is granted and, we expect, our
financial resources will be greater. There is no certainty that such EEC
approval will be granted, however. The Phase I, II and III EEC trials are
similar to those required for FDA approval. We will address the FDA requirements
in this discussion since we intend to submit our vaccines for FDA review and
approval.

In the United States, we must submit the results of pre-clinical studies to the
FDA as a part of an investigational new drug application, or IND, which
application must become effective before we can begin clinical trials in the
United States. An IND becomes effective 30 days after receipt by the FDA unless
the FDA objects to it. Typically, clinical evaluation involves a time-consuming
and costly three-phase process. At this time, neither we nor any of our partners
have submitted any of our pre-clinical results to the FDA nor any European or
other health regulation agency. The process which is described below is
therefore to be considered as generic background information which is relevant
to the industry as a whole.

Phase I. Refers typically to closely monitored clinical trials and includes the
initial introduction of an investigational new drug into human patients or
normal volunteer subjects. Phase I clinical trials are designed to determine the
metabolic and pharmacologic actions of a drug in humans, the side effects
associated with increasing drug doses and, if possible, to gain early evidence
on effectiveness. Phase I trials also include the study of structure-activity
relationships and mechanism of action in humans, as well as studies in which
investigational drugs are used as research tools to explore biological phenomena
or disease processes. During Phase I clinical trials, sufficient information
about a drug's pharmacokinetics and pharmacological effects should be obtained
to permit the design of well-controlled, scientifically valid, Phase II studies.
The total number of subjects and patients




                                       10
<PAGE>

included in Phase I clinical trials varies, but is generally in the range of 20
to 80 people.

Phase II. Refers to controlled clinical trials conducted to evaluate the
effectiveness of a drug for a particular indication or indications in patients
with a disease or condition under study and to determine the common short-term
side effects and risks associated with the drug. These clinical trials are
typically well-controlled, closely monitored and conducted in a relatively small
number of patients, usually involving no more than several hundred subjects.

Phase III. Refers to expanded controlled clinical trials, which many times are
designated as "pivotal trials" designed to reach end points that the FDA has
agreed in advance, if met, would allow approval for marketing. These clinical
trials are performed after preliminary evidence suggesting effectiveness of a
drug has been obtained. They are intended to gather additional information about
the effectiveness and safety that is needed to evaluate the overall benefit-risk
relationship of the drug and to provide an adequate basis for physician
labeling. Phase III trials can include from several hundred to several thousand
subjects depending on the specific indication being treated.

The FDA closely monitors the progress of each of the three phases of clinical
trials that are conducted in the United States and may, at its discretion,
re-evaluate, alter, suspend or terminate the testing based upon the data
accumulated to that point and the FDA's assessment of the risk/benefit ratio to
the patient. We have not yet conducted any clinical trials and are currently
focused on research. Once Phase III trials are completed, drug developers submit
the results of pre-clinical studies and clinical trials to the FDA, in the form
of an new drug application, or NDA, for approval to commence commercial sales.
In response, the FDA may grant marketing approval, request additional
information or deny the application if the FDA determines that the application
does not meet the predetermined study goals and other regulatory approval
criteria.

Furthermore, the FDA may prevent a drug developer from marketing a product under
a label for its desired indications, which may impair commercialization of the
product.

If the FDA approves the new drug application, the drug becomes available for
physicians to prescribe in the United States. After approval, the drug developer
must submit periodic reports to the FDA, including descriptions of any adverse
reactions reported. The FDA may request additional studies, known as Phase IV
trials, to evaluate long-term effects. We will be required to comply with
similar regulatory procedures in countries other than the United States.

In addition to studies requested by the FDA after approval, a drug developer may
conduct other trials and studies to explore use of the approved compound for
treatment of new indications. The purpose of these trials and studies and
related publications is to broaden the application and use of the drug and its
acceptance in the medical community.

Our future partner(s) will have to complete an approval process, similar to the
one required in the United States, in virtually every foreign target market in
order to commercialize product candidates based on our technology in those
countries. The approval procedure and the time required for approval vary from
country to country and may involve additional testing. Approvals (both foreign
and in the United States) may not be granted on a timely basis, or at all. In
addition, regulatory approval of prices is required in most countries other than
the United States. We face the risk that the resulting prices would be
insufficient to generate an acceptable return to our partner(s).

EMPLOYEES

As of December 31, 2007, our Luxembourg affiliate had no employees.

Mymetics Corporation has three full-time employees: Mr. Christian J.-F. Rochet,
our Chief Executive Officer, Mr. Ernst Luebke, our Chief Financial Officer and
Dr. Sylvain Fleury, Ph.D., our Chief Scientific Officer. Mymetics Corporation
further had one part-time consultant: Professor Marc Girard, DVM, D. SC., our
acting Head of Vaccine Development. In addition, our Swiss subsidiary Mymetics
Management Sarl has on its payroll two assistants to our CFO and CSO
respectively as well as three part-


                                       11
<PAGE>

time employees performing various administrative services on behalf of Mymetics
Corporation as well as Dream Vaccines Foundation, to whom such services are
invoiced on a cost-plus basis.

WWW.MYMETICS.COM

News and information about Mymetics Corporation is available on our web site,
www.mymetics.com.

ITEM 1A. RISK FACTORS

You should carefully consider the risks described below together with all of the
other information included in this report on Form 10-K. An investment in our
common stock is very risky. If any of the following risks materialize, our
business, financial condition or results of operations could be adversely
affected. In such an event, the trading price of our common stock could decline,
and you may lose part or all of your investment. When used in these risk
factors, the terms "we" or "our" refer to Mymetics Corporation and its
subsidiaries.

We are a company engaged exclusively in research and development activities,
focusing primarily on human biology and medicine. Our strategy was crafted in
part to minimize the risks usually associated with clinical trials, regulatory
approvals and marketing, which we would expect to be borne by our future
partner(s).

WE HISTORICALLY HAVE LOST MONEY, EXPECT LOSSES TO CONTINUE FOR THE FORESEEABLE
FUTURE AND MAY NEVER ACHIEVE PROFITABILITY.

We historically have lost money. In the year ended December 31, 2007, we
sustained net losses of approximately E9,294,000. In the years ended December
31, 2006 and December 31, 2005, we sustained net losses of approximately
E1,585,000 and E1,939,000, respectively. At December 31, 2007, we had an
accumulated deficit of approximately E24,956,000. Total cash disbursed since
1990 for operating activities, including research and development, is
E16,894,000.

The amount of these losses may vary significantly from year-to-year and
quarter-to-quarter and will depend on, among other factors:


-    the timing and cost of product development;

-    the progress and cost of preclinical and clinical development programs;

-    the timing and cost of obtaining necessary regulatory approvals;

-    the timing and cost of sales and marketing activities for future
     products; and

-    the costs of pending and any future litigation of which we may be
     subject.

We currently are engaged in research and development activities and do not have
any commercially marketable products. The product research and development
process requires significant capital expenditures, and we do not have any other
sources of revenue to off-set such expenditures. Accordingly, we expect to
generate additional operating losses at least until such time as we are able to
generate significant revenues.

To become profitable, we will need to generate revenues to off-set our operating
costs, including our general and administrative expenses. We may not achieve or,
if achieved, sustain our revenue or profit objectives, and our losses may
increase in the future, and, ultimately, we may have to cease operations.

In order to generate new and significant revenues, we must successfully develop
and commercialize our proposed products or enter into collaborative agreements
with others who can successfully develop and commercialize them. Our business
plan is predicated on commercializing our products in collaboration with others.
Even if our proposed products are commercially introduced, they may never
achieve market acceptance and we may never generate significant revenues or
achieve profitability.

                                       12
<PAGE>

WE NEED TO RAISE SUBSTANTIAL ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AND WE
MAY BE UNABLE TO RAISE SUCH FUNDS ON A TIMELY BASIS AND ON ACCEPTABLE TERMS.

Although we have restructured our existing debt as discussed below, we have not
alleviated our working capital needs. We need to address our working capital
needs by the end of June 2008 to allow us to continue devoting our efforts to
development of the business instead of raising needed capital. If we must devote
a substantial amount of time to raising capital, it will delay our ability to
achieve our business plan within the time frames that we now expect, which could
increase the amount of capital we need and could threaten the success of our
business if competitors are able to produce an effective vaccine to the market
ahead of us. In addition, the amount of time expended by our management on fund
raising distracts them from concentrating on our business affairs.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OR PREDICT OUR
FUTURE BUSINESS PROSPECTS.

We have no operating history, and our operating results are impossible to
predict because we have not begun selling any products. We are in the
development stage, and our proposed operations are subject to all of the risks
inherent in establishing a new business enterprise, including:

-    the absence of an operating history;

-    the lack of commercialized products;

-    insufficient capital;

-    expected substantial and continual losses for the foreseeable future;

-    limited experience in dealing with regulatory issues;

-    limited marketing experience;

-    an expected reliance on third parties for the commercialization of our
     proposed products;

-    a competitive environment characterized by numerous, well-established
     and well-capitalized competitors;

-    uncertain market acceptance of our proposed products; and

-    reliance on key personnel.

The likelihood of our success must be considered in light of the problems,
expenses, difficulties, complications, and delays frequently encountered in
connection with the formation of a new business, the development of new
technology, and the competitive and regulatory environment in which we will
operate. See "Description of the Business".

Because we are subject to these risks, you may have a difficult time evaluating
our business and your investment in our company.

OUR PROPOSED VACCINES ARE IN THE DEVELOPMENT STAGES AND WILL LIKELY NOT BE
COMMERCIALLY INTRODUCED BEFORE 2017, IF AT ALL.

Our proposed key products still are in the development stage and will require
further development, preclinical and clinical testing and investment prior to
commercialization in the United States and abroad. See "Description of the
Business". While we are pleased about the progress made to date on these
products, we cannot be sure that these products in development will:

-    be successfully developed;

-    prove to be safe and efficacious in clinical trials;

-    meet applicable regulatory standards or obtain required regulatory
     approvals;


                                       13
<PAGE>

-    demonstrate substantial protective or therapeutic benefits in the
     prevention or treatment of any disease;

-    be capable of being produced in commercial quantities at reasonable
     costs;

-    obtain coverage and favorable reimbursement rates from insurers and
     other third-party payors; or

-    be successfully marketed or achieve market acceptance by physicians
     and patients.

We do not intend to undertake any product development beyond Phase II human
clinical trials (i.e., Phase III clinical studies) or be responsible for
obtaining regulatory approval or marketing the products. Nevertheless, even if
we are successful in selling or licensing our products to another pharmaceutical
company, it is likely that any revenues we may receive in connection with those
arrangements will depend upon other companies' sales, which will, in turn,
depend upon the factors stated above.


THE LOSS OF OUR PRINCIPAL EXECUTIVE OFFICERS WOULD DIMINISH THE COMPANY'S
ABILITY TO ACHIEVE ITS BUSINESS PLAN.

Messrs. Rochet and Luebke have played an important role in financing,
achievement of strategic goals and administration of the Company. In addition,
Dr. Fleury has been following, and associated with, our AIDS vaccine project
since 1998 and we believe that replacing him as CSO on time for successfully
prosecuting our pending patent applications would be extremely difficult.
Accordingly, the loss of any of these individuals might prevent the Company from
achieving its business plan.

THE LOSS OF KEY SCIENTIFIC OR INDUSTRIAL PARTNERS WOULD DIMINISH THE COMPANY'S
ABILITY TO ACHIEVE ITS BUSINESS PLAN.

Certain components or know-how obtained from partners such as Protein eXpert
S.A., supplier of GMP grade engineered mutated gp41 protein, or Pevion Biotech
Ltd., supplier and integrator of Virosomes, are key components of our vaccines
currently under development. Accordingly, the loss of any of these components or
know-how might prevent the Company from achieving its business plan.


OUR BUSINESS MODEL IS PREDICATED ON OUR BELIEF THAT WE WILL BE ABLE TO ENGAGE
LARGE PHARMACEUTICAL COMPANIES TO PARTNER WITH US IN THE DEVELOPMENT OF OUR
PRODUCTS AND FAILURE TO DO SO WILL LIKELY MAKE THE COMPANY UNATTRACTIVE AS AN
ACQUISITION TARGET.

We anticipate that we will need a large pharmaceutical company to assist us with
human trials and financing. See "Funding Requirements". Our failure to succeed
in this endeavor will have a dramatic adverse result regarding our financial
needs and ability to successfully sell any products that we develop.

IF WE FAIL TO OBTAIN REGULATORY APPROVAL TO COMMERCIALLY MANUFACTURE OR SELL ANY
OF OUR FUTURE PRODUCTS, OR IF APPROVAL IS DELAYED OR WITHDRAWN, WE WILL BE
UNABLE TO GENERATE REVENUE FROM THE SALE OF OUR PRODUCTS.

We must obtain regulatory approval to sell any of our products in the United
States and abroad. In the United States, we must obtain the approval of the FDA
for each product or drug that we intend to commercialize. The FDA approval
process is typically lengthy and expensive, and approval is never certain.
Products to be commercialized abroad are subject to similar foreign government
regulation.

Generally, only a very small percentage of newly discovered pharmaceutical
products that enter preclinical development are approved for sale. Because of
the risks and uncertainties in biopharmaceutical development, our proposed
products could take a significantly longer time to gain regulatory approval than
we expect or may never gain approval. If regulatory approval is delayed or never
obtained, our management's credibility, the value of our company and our
operating results and liquidity would be adversely affected. Furthermore, even
if a product gains regulatory approval, the product and the manufacturer of the
product may be subject to continuing regulatory review. Even after obtaining
regulatory approval, we may be restricted or prohibited



                                       14
<PAGE>

from marketing or manufacturing a product if previously unknown problems with
the product or its manufacture are subsequently discovered. The FDA may also
require us to commit to perform lengthy post-approval studies, for which we
would have to expend significant additional resources, which could have an
adverse effect on our operating results and financial condition.

Although we have conducted pre-clinical studies, costly and lengthy human
clinical trials are required to obtain regulatory approval to market our
proposed vaccine, and the results of the trials are highly uncertain. In
addition, the number of pre-clinical studies and human clinical trials that the
FDA requires varies depending on the product, the disease or condition the
product is being developed to address and regulations applicable to the
particular product. Accordingly, we may need to perform additional pre-clinical
studies using various doses and formulations before we can begin human clinical
trials, which could result in delays in our ability to market any of our
products. Furthermore, even if we obtain favorable results in pre-clinical
studies on animals, the results in humans may be different.

After we have conducted pre-clinical studies in animals, we must demonstrate
that our products are safe and effective for use on the target human patients in
order to receive regulatory approval for commercial sale. The data obtained from
pre-clinical and human clinical testing are subject to varying interpretations
that could delay, limit or prevent regulatory approval. We face the risk that
the results of our clinical trials in later phases of clinical trials may be
inconsistent with those obtained in earlier phases. A number of companies in the
biopharmaceutical industry have suffered significant setbacks in advanced
clinical trials, even after experiencing promising results in early animal or
human testing. Adverse or inconclusive human clinical results would prevent us
from filing for regulatory approval of our products. Additional factors that can
cause delay or termination of our human clinical trials include:

-    slow patient enrollment;

-    timely completion of clinical site protocol approval and obtaining
     informed consent from subjects;

-    longer trial time than foreseen to demonstrate efficacy or safety;

-    adverse medical events or side effects in immunized patients; and

-    lack of effectiveness of the vaccines being tested.

Delays in our clinical trials could allow our competitors additional time to
develop or market competing products and thus can be extremely costly in terms
of lost sales opportunities and increased clinical trial costs.

EVEN IF OUR PROPOSED PRODUCTS RECEIVE EEC AND FDA APPROVAL, THEY MAY NOT ACHIEVE
EXPECTED LEVELS OF MARKET ACCEPTANCE, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT
ON OUR BUSINESS, FINANCIAL POSITION AND OPERATING RESULTS AND COULD CAUSE THE
MARKET VALUE OF OUR COMMON STOCK TO DECLINE.

Even if we are able to obtain required regulatory approvals for our proposed
products, the success of those products is dependent upon market acceptance by
physicians and patients. Levels of market acceptance for our new products could
be impacted by several factors, including:

-    the availability of alternative products from competitors;

-    the price of our products relative to that of our competitors;

-    the timing of our market entry; and

-    the ability to market our products effectively.

Some of these factors are not within our control. Our proposed products may not
achieve expected levels of market acceptance. Additionally, continuing studies
of the proper utilization, safety and efficacy of pharmaceutical products are
being conducted by the industry, government agencies and others. Such studies,
which increasingly employ sophisticated methods and techniques, can call into
question the utilization, safety and efficacy of previously marketed products.
In some cases,



                                       15
<PAGE>

these studies have resulted, and may in the future result, in the discontinuance
of product marketing. These situations, should they occur, could have a material
adverse effect on our business, financial position and results of operations,
and the market value of our common stock could decline.

IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY, WE MAY NOT BE ABLE TO
COMPETE AS EFFECTIVELY.

The pharmaceutical industry places considerable importance on obtaining patent
and trade secret protection for new technologies, products and processes. Our
success will depend, in part, upon our ability to obtain, enjoy and enforce
protection for any products we develop or acquire under United States and
foreign patent laws and other intellectual property laws, preserve the
confidentiality of our trade secrets and operate without infringing the
proprietary rights of third parties.

Where appropriate, we seek patent protection for certain aspects of our
technology. However, our owned and licensed patents and patent applications may
not ensure the protection of our intellectual property for a number of other
reasons:

- Competitors may interfere with our patents and patent process in a variety of
ways. Competitors may claim that they invented the claimed invention before us
or may claim that we are infringing on their patents and therefore we cannot use
our technology as claimed under our patent. Competitors may also have our
patents reexamined by showing the patent examiner that the invention was not
original or novel or was obvious.

- We are in the development stage and are in the process of developing proposed
products. Even if we receive a patent, it may not provide much practical
protection. If we receive a patent with a narrow scope, then it will be easier
for competitors to design products that do not infringe on our patent. Even if
the development of our proposed products is successful and approval for sale is
obtained, there can be no assurance that applicable patent coverage, if any,
will not have expired or will not expire shortly after this approval. Any
expiration of the applicable patent could have a material adverse effect on the
sales and profitability of our proposed product.

- Enforcing patents is expensive and may require significant time by our
management. In litigation, a competitor could claim that our issued patents are
not valid for a number of reasons. If the court agrees, we would lose protection
on products covered by those patents.

- We also may support and collaborate in research conducted by government
organizations or universities. We cannot guarantee that we will be able to
acquire any exclusive rights to technology or products derived from these
collaborations. If we do not obtain required licenses or rights, we could
encounter delays in product development while we attempt to design around other
patents or we may be prohibited from developing, manufacturing or selling
products requiring these licenses. There is also a risk that disputes may arise
as to the rights to technology or products developed in collaboration with other
parties.

It also is unclear whether efforts to secure our trade secrets will provide
useful protection. While we use reasonable efforts to protect our trade secrets,
our employees or consultants may unintentionally or willfully disclose our
proprietary information to competitors resulting in a loss of protection.
Enforcing a claim that someone else illegally obtained and is using our trade
secrets, like patent litigation, is expensive and time consuming, and the
outcome is unpredictable. In addition, courts outside the United States are
sometimes less willing to protect trade secrets. Finally, our competitors may
independently develop equivalent knowledge, methods and know-how.

CLAIMS BY OTHERS THAT OUR PRODUCTS INFRINGE THEIR PATENTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION.

The pharmaceutical industry has been characterized by frequent litigation
regarding patent and other intellectual property rights. Patent applications are
maintained in secrecy in the United States and also are maintained in secrecy
outside the United States until the application is published. Accordingly, we
can conduct only limited searches to determine whether our technology infringes
the patents or patent




                                       16
<PAGE>

applications of others. Any claims of patent infringement asserted by third
parties would be time-consuming and could likely:

-    result in costly litigation;

-    divert the time and attention of our technical personnel and management;

-    cause product development delays;

-    require us to develop non-infringing technology; or

-    require us to enter into royalty or licensing agreements.

Although patent and intellectual property disputes in the pharmaceutical
industry often have been settled through licensing or similar arrangements,
costs associated with these arrangements may be substantial and often require
the payment of ongoing royalties, which could hurt our gross margins. In
addition, we cannot be sure that the necessary licenses would be available to us
on satisfactory terms, or that we could redesign our products or processes to
avoid infringement, if necessary. Accordingly, an adverse determination in a
judicial or administrative proceeding, or the failure to obtain necessary
licenses, could prevent us from developing, manufacturing and selling some of
our products, which could harm our business, financial condition and operating
results.

WE HAVE ANTI-TAKEOVER PROVISIONS IN OUR BYLAWS THAT MAY DISCOURAGE A CHANGE OF
CONTROL.

Our bylaws contain provisions that could discourage, delay or prevent a change
in control of our Company or changes in our management that the stockholders of
our company may deem advantageous. These provisions

-    limit the ability of our stockholders to call special meetings of
     stockholders;

-    provide for a staggered board;

-    provide that our board of directors is expressly authorized to make, alter
     or repeal the bylaws; and

-    establish advance notice requirements for nominations for election to our
     board or for proposing matters that can be acted upon by stockholders at
     stockholder meetings.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES

We currently occupy approximately 100 square meters of office space that houses
our administrative operations in Nyon, Switzerland (near Geneva), at 14, rue de
la Colombiere.

Our CSO and his assistant have been using offices and other facilities, such as
scientific databases access, leased on short term basis from the Swiss Institute
of Experimental Cancer Research (ISREC) in Lausanne (20 miles from our Nyon
office).

We also conduct our research operations at the properties of various third
parties, worldwide.

We believe that our current facilities are adequate for our foreseeable needs,
and no additional space presently is necessary. The leases in Nyon and Lausanne
can be terminated at short notice.

ITEM 3. LEGAL PROCEEDINGS

Our present policy is to defend vigorously only the suits with material amounts
being sought in damages and after considering the potential legal costs
involved. We do not currently maintain any insurance but are now engaged in the
process of concluding one.



                                       17
<PAGE>

Neither Mymetics Corporation nor our wholly owned subsidiaries 6543 Luxembourg
SA and Mymetics Management Sarl are presently involved in any litigation
incident to our business.

MYMETICS S.A.

On February 7, 2006, the Tribunal de Commerce in Lyon, France placed Mymetics
S.A., under receivership ("Redressement Judiciaire") as a result of an ongoing
dispute between Mymetics Corporation and a former officer and director, Dr.
Pierre-Francois Serres, who obtained an initial judgment against Mymetics S.A.
in France in the amount of E173,000 for an alleged wrongful termination by the
Company's prior management during 2003, which judgment was reversed on appeal.
Despite this positive outcome, the financial and legal status of Mymetics S.A.
was too impaired to justify the costs and efforts to revitalize it. We therefore
decided to let the matter run its course under French law and to transfer all
operations to Mymetics Corporation.

Under the order of the French court, Mymetics S.A. sold its patents to Lomastar
Technologies Sarl, a Swiss company incorporated in Nyon, for E80,000 in order to
pay its creditors and the administration costs of the case. Upon completion of
this endeavor, the company will be dissolved under the control of the French
court appointed judicial administrator. As a legal consequence of this court
order, Mymetics Corporation has formally lost control over its French
subsidiary. We do not believe that the sale of the patents is significant to us
since they expire in 2017 and 2018, the dates we first expect to be selling the
vaccine. To protect the value of our intellectual property, however, we are
negotiating an exclusive worldwide perpetual license with Lomastar Technologies
with respect to these patents. There can be no assurance, however, that we will
be successful in achieving this result, which could limit the value of our
intellectual property and the potential value of our company to a prospective
purchaser.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       18
<PAGE>


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

         (a) Market Information. The Corporation's common stock is quoted on the
OTC Bulletin Board under the trading symbol "MYMX"

         The following table sets forth the quarterly high and low sales price
per share of the Corporation's common stock for the periods indicated. The
prices represent inter-dealer quotations, which do not include retail mark-up,
mark-down or commission and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
FISCAL QUARTER ENDED    HIGH      LOW
--------------------   ------   ------
<S>                    <C>      <C>
2006

March 31............   $0.180    $0.310
June 30.............    0.045     0.250
September 30........    0.045     0.080
December 31.........    0.035     0.140

2007
March 31............   $0.240    $0.180
June 30.............    0.130     0.105
September 30........    0.115     0.110
December 31.........    0.160     0.130

</TABLE>

         (b) Stockholders. At March 25, 2008, the Corporation had approximately
650 holders of record of its common stock, some of which are securities clearing
agencies and intermediaries.

         (c) Dividends. The Corporation has not paid any dividends on its common
stock and does not anticipate that it will pay any dividends in the foreseeable
future.

         (d) Securities Authorized for Issuance Under Equity Compensation Plans.



                                       19
<PAGE>



EQUITY COMPENSATION PLAN INFORMATION

The following table provides information about the common stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2007.

<TABLE>
<CAPTION>
                                                                                                Number of Securities remaining
                                      Number of Securities to be   Weighted Average Exercise     available for issuance under
                                        issued upon exercise of       Price of Outstanding        equity compensation plans
                                         Options, Warrants and       Options, Warrants and     (excluding securities reflected
                                                Rights                       Rights                     in column(a))
Plan Category                                     (a)                         (b)                            (c)
-------------                         --------------------------   -------------------------   -------------------------------
<S>                                   <C>                          <C>                         <C>
Equity Compensation Plans
   Approved by Security Holders (1)            442,500 (2)                 U.S. $0.97                     4,557,500
Equity Compensation Plans not
   Approved by Security Holders                     -- (3)                                                      N/A
                                               -------                     ----------                     ---------
   Total                                       442,500                     U.S. $0.97                     4,557,500
                                               =======                     ==========                     =========
</TABLE>


                                       20
<PAGE>



(1)  Equity compensation plans approved by our security holders include (i) our
     1994 Amended and Restated Stock Option Plan, (ii) our 1995 Qualified
     Incentive Stock Option Plan and (iii) our 2001 Stock Option Plan.

(2)  Includes (i) 442,500 shares of common stock underlying options granted
     under our 2001 Stock Option Plan.

(3)  We do not have any formal equity compensation plan that has not been
     authorized by our stockholders. These grants are made on an individual
     basis and are approved by our board of directors. Accordingly, there are no
     shares of common stock reserved for issuance under these arrangements.

ISSUANCES OF UNREGISTERED SECURITIES

          Set forth below is information regarding our sales of unregistered
securities during the period commencing on January 1, 2007 and ending on March
25, 2008. These issuances were made pursuant to individual contracts that are
discrete from one another and in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, and/or Regulation D
promulgated under the Securities Act, as transactions by an issuer not involving
any public offering to persons who are sophisticated in such transactions and
who had knowledge of and access to sufficient information about Mymetics to make
an informed investment decision. Among this information was the fact that the
securities were restricted securities.

-    On January 25, 2007, we issued a previous investor 650,000 common shares of
     Mymetics Corporation for E50,000 or $.042 per share.

-    On January 31, 2007, we issued a previous investor 300,000 common shares of
     Mymetics Corporation at $.035 per share, as initial fee for fund raising
     services to be rendered.

-    On January 31, 2007, we issued a new investor 200,000 common shares of
     Mymetics Corporation at $.035 per share, as initial fee for fund raising
     services to be rendered.

-    On January 31, 2007, we issued a previous investor 250,000 common shares of
     Mymetics Corporation at $.035 per share, as fee for services rendered.

-    On January 31, 2007, we issued a new investor 250,000 common shares of
     Mymetics Corporation at $.035 per share, as fee for services rendered.

-    On February 5, 2007, we issued a previous investor 1,420,000 common shares
     of Mymetics Corporation for E110,000, or approximately $.10 per share.

-    On February 8, 2007, we issued a new investor 325,000 common shares of
     Mymetics Corporation for $32,500, or $.10 per share.

-    On March 19, 2007 we issued a previous investor 8,712,000 common shares of
     Mymetics Corporation for E990,000, or approximately $.15 per share.

-    On March 19, 2007, we issued 12,500,000 common shares of Mymetics
     Corporation in connection with a settlement of our litigation against MFC
     Merchant Bank S. A. ("MFC"), KHD Humboldt Wedag International, Ltd. (fka
     MFC Bancorp, Ltd.), the parent company of MFC, and certain prior and
     present officers of MFC. See "Liquidity and Capital Resources" under
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations".

-    On April 1, 2007, we issued a new investor 100,000 common shares of
     Mymetics Corporation at $.18 per share, as fee for services rendered.

-    On April 1, 2007, we issued a new investor 200,000 common shares of
     Mymetics Corporation at $.18 per share, as fee for services rendered.

-    On April 27, 2007, we issued a new investor 1,000,000 common shares of
     Mymetics Corporation for $200,000, or $.20 per share.

-    On May 11, 2007, we issued a new investor 1,000,000 common shares of
     Mymetics Corporation at $.10 per share, as fee for services rendered.



                                       21
<PAGE>

-    On May 11, 2007, we issued a new investor 750,000 common shares of Mymetics
     Corporation for $150,000, or $.20 per share.

-    On June 8, 2007, we issued a previous investor 9,469,000 common shares of
     Mymetics Corporation at $.136 per share, for conversion of loans.

-    On June 8, 2007, we issued a previous investor 5,393,000 common shares of
     Mymetics Corporation for $1,078,516 or $.20 per share.

-    On June 13, 2007, we issued a previous investor 261,250 common shares of
     Mymetics Corporation at $.14 per share, as fee for services rendered.

-    On June 13, 2007, we issued a previous investor 261,250 common shares of
     Mymetics Corporation at $.14 per share, as fee for services rendered.

-    On June 18, 2007, we issued an officer of the Company 2,500,000 common
     shares of Mymetics Corporation at $.18 per share, as fee for services
     rendered.

-    On June 18, 2007, we issued an officer of the Company 2,500,000 common
     shares of Mymetics Corporation at $.18 per share, as fee for services
     rendered.

-    On June 18, 2007, we issued an officer of the Company 4,000,000 common
     shares of Mymetics Corporation at $.18 per share, as fee for services
     rendered.

-    On June 18, 2007, we issued an officer of the Company 1,000,000 common
     shares of Mymetics Corporation at $.18 per share, as fee for services
     rendered.

-    On June 18, 2007, we issued an officer of the Company 6,000,000 common
     shares of Mymetics Corporation at $.18 per share, as fee for services
     rendered.

-    On June 28, 2007, we issued a previous investor 135,000 common shares of
     Mymetics Corporation at $.13 per share, as fee for services rendered.

-    On June 29, 2007, we issued a previous investor 2,250,000 common shares of
     Mymetics Corporation as prepaid in 2005 at $.026 per share.

-    On July 31, 2007, we issued a new investor 5,550,000 common shares of
     Mymetics Corporation for $1,650,000 or $.30 per share.

-    On August 8, 2007, we issued a new investor 933,333 common shares of
     Mymetics Corporation for $280,000 or $.30 per share.

-    On August 30, 2007, we issued to Ernest M. Stern, a member of our Board of
     Directors,1,000,000 common shares of Mymetics Corporation at $.10 per
     share, as fee for services rendered.

-    On August 30, 2007, we issued a new investor 1,000,000 common shares of
     Mymetics Corporation at $.10 per share, as fee for services rendered.

-    On August 30, 2007, we issued a new investor 100,000 common shares of
     Mymetics Corporation at $.10 per share, as fee for services rendered.

-    On November 9, 2007, we cancelled 2,000,000 common shares of Mymetics
     Corporation, which had been held as loan collateral.

-    On September 19, 2007, we issued a previous investor 1,666,667 common
     shares of Mymetics Corporation for $500,000 or $.30 per share.

-    On September 20, 2007, we issued a new investor 300,000 common shares of
     Mymetics Corporation at $.11 per share, as fee for services rendered.

-    On October 4, 2007, we issued a previous investor 2,350,000 common shares
     of Mymetics Corporation for $561,400 or $.24 per share.


                                       22
<PAGE>


-    On November 6, 2007, we issued a previous investor 2,966,666 common shares
     of Mymetics Corporation for $890,000 or $.30 per share.

-    On December 7, 2007, we issued a new investor 500,000 common shares of
     Mymetics Corporation at $.15 per share, as fee for services rendered.

-    On January 8, 2008, we issued a new investor 800,000 common shares of
     Mymetics Corporation at $.155 per share, as fee for services rendered.

-    On January 8, 2008, we issued a new investor 200,000 common shares of
     Mymetics Corporation at $.155 per share, as fee for services rendered.

-    On February 28, 2008, we issued a previous investor 1,000,000 common shares
     of Mymetics Corporation for $500,000 or $.50 per share.


ITEM 6. SELECTED FINANCIAL DATA

The following table reflects selected consolidated financial data for the
Corporation for the fiscal years ended December 31, 2007, 2006, 2005, 2004 and
2003, respectively.

<TABLE>
<CAPTION>
                           FOR THE   FOR THE  FOR THE   FOR THE   FOR THE
                             YEAR      YEAR     YEAR      YEAR      YEAR
                             ENDED     ENDED    ENDED     ENDED     ENDED
                            DEC 31,   DEC 31,  DEC 31,   DEC 31,   DEC 31,
                             2007      2006     2005      2004      2003
                           -------   -------   -------   -------   -------
                            (EUROS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                        <C>       <C>       <C>       <C>       <C>
OPERATING DATA
Operating revenues               0         0         0        0          0
Research & Development
   Expenses                  5,981       543       489       612     1,263
General & Administrative
   Expenses                  3,945       723     1,138     1,264     1,090
Loss from continuing
   Operations                9,294     1,585     1,939     2,202     2,786
COMMON SHARE DATA(1)
Loss from continuing
   operations per
   common share              (0.06)    (0.02)    (0.03)    (0.04)    (0.05)
Weighted average common
   shares outstanding
   (in thousands)          156,418    99,716    71,972    62,145    51,285
BALANCE SHEET DATA
Working capital             (4,046)   (6,538)   (6,051)   (2,035)   (4,294)
Total assets                   317       360       166        192       367
Long-term obligations          150       242       281     3,110       242
Total stockholders'
   equity                   (4,196)   (6,480)   (6,280)   (5,065)   (4,400)
</TABLE>

(1)  Basic and diluted common share data is the same.


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

GENERAL

The following discussion and analysis of the results of operations and financial
condition of Mymetics Corporation for the years ended December 31, 2008 and 2007
and should be read in conjunction with the Corporation's audited consolidated
financial statements and related notes and the description of the Company's
business and properties included elsewhere herein.



                                       23
<PAGE>

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2007 COMPARED TO YEARS ENDED
DECEMBER 31, 2006 AND DECEMBER 31, 2005

Except for a gain on extinguishment of debt of E774,000 in 2007, we did not
achieve any operational revenue during the years ended December 31, 2007 or
December 31, 2006. Our lack of revenue is directly attributable to our focus on
research and development. The Company predicts that this focus will continue for
the foreseeable future, but we are unable to predict future economic conditions
at the time that our products are ready to be commercialized by our future
partners(s), as described elsewhere in this document. Future revenues could be
affected by local and other economic conditions, technology, competitive forces,
and/or challenges to the Company's intellectual property.

Costs and expenses increased to E10,064,000 for the year ended December 31, 2007
from E1,585,000 for the year ended December 31, 2006, an increase of 535.0%, due
to our ability to attract new investors in anticipation of our planned human
clinical trials. Costs and expenses decreased to E1,585,000 for the year ended
December 31, 2006 from E1,939,000 for the year ended December 31, 2005, a
decline of 18.3%, due to our limited financial resources at that time.

Research and development expenses increased to E5,981,000 in the current period
from E543,000 in the comparative period of 2006, an increase of 1,001.4%.
Research and development expenses increased to E543,000 in the period ended
December 31, 2006 from E489,000 in the comparative period of 2005, an increase
of 11.0%.

The decrease of R&D expenses during the year 2005 (following a similar decrease
in 2004) was mostly due to our decision taken in 2003 to adapt our R&D efforts
to our then current financial capabilities by i) focusing our efforts on the
development of a preventive human vaccine against HIV-AIDS, an area in which we
believe to have a competitive advantage and which addresses a world crisis of
catastrophic proportion, ii) temporarily suspending our development efforts of
therapeutic human antiviral peptides which, despite showing very encouraging
results, would be facing strong existing competition, iii) suspending the
development of a feline preventive vaccine which, despite being an excellent
model for our mimicry based technology would have only limited commercial
potential and iv) abandoning all development of our feline therapeutic peptides
due to our perception of a weak or non existent commercial potential.

Having thus decided to focus entirely on the development of a preventive vaccine
against HIV-AIDS, we devoted our resources over the years as follows:

-    2004 was a year of development of our key recombinant gp41 vaccine protein,
     which induced sizeable expenses,

-    2005 was a consolidation year during which our latest vaccine prototype was
     tested on rabbits, which implies limited costs but requires more time to
     complete, such time depending on biological factors and not on the amount
     of money invested.

-    2006 and 2007 were the years during which our latest vaccine prototype was
     tested on macaques at the facilities of the Institute of Laboratory Animal
     Science of the Chinese Academy of medical Sciences and the Faculty of
     Laboratory Animal Sciences of the Peking Union Medical College in Beijing
     (Republic of China), our Chinese partners, which implies higher costs than
     our initial rabbit tests and requires more time to complete, such time
     depending again on biological factors and not on the amount of money
     invested. Encouraged by our results, we are currently preparing the phase I
     human clinical trial, which is to begin in late 2008 in Belgium.

-    During 2007, we acquired from Pevion Biotech Ltd a malaria vaccine project
     which had successfully completed phase I and II human clinical trial in
     Switzerland and England on adult volunteers with two antigens only. This
     prototype is currently undergoing a new round of phase I and II in Tanzania
     on children and young adults under "native" conditions. Upon successful
     completion of these test, expected by the end of 2008, another round of
     phase I and II human clinical trial is planned, this time with four or
     possibly five antigens. This gradual methodology is necessary for
     scientific, but also for ethical reasons as African countries, which have
     in the past been used as testing ground without their full enlightened
     consent, now demand that any human test be first performed in developed
     countries.


                                       24
<PAGE>

General and administrative expenses increased to E3,945,000 in the year ended
December 31, 2007 from E723,000 in the comparable period of 2006, or 445.6%.
This was mostly due to the increased staff and travel expenses required to enter
into human clinical trials as well as an increased focus on investor relations
through numerous visits to brokers and financial analysts, mostly in the U.S.,
which induced increased travel expenses as well.

General and administrative expenses decreased to E723,000 in the year ended
December 31, 2006 from E1,138,000 in the comparable period of 2005, or 36.5%.
This was mostly due to our efforts at limiting G&A expenses to match our
financial resources.

CRITICAL ACCOUNTING POLICIES AND MANAGEMENT ESTIMATES

The preparation of consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to use judgment in making estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. Certain of the
estimates and assumptions required to be made relate to matters that are
inherently uncertain as they pertain to future events. While management believes
that the estimates and assumptions used were the most appropriate, actual
results could differ significantly from those estimates under different
assumptions and conditions. The following is a description of those accounting
policies believed by management to require subjective and complex judgments
which could potentially affect reported results.

REVENUE RECOGNITION AND RECEIVABLES

As we are a development stage company, we have not generated any material
revenues since we commenced our current line of business in 2001, and we do not
anticipate generating any material revenues on a sustained basis unless and
until a licensing agreement or other commercial arrangement is entered into with
respect to our technology.

However, should we engage in any form of commercial activity, a revenue
recognition and receivables policy according to the following principles would
be implemented:

Revenue related to the sale of products is recognized when all of the following
conditions are met: persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable, and collectibility is reasonably
assured. Receivables are stated at their outstanding principal balances.
Management reviews the collectibility of receivables on a periodic basis and
determines the appropriate amount of any allowance. Based on this review
procedure, management has determined that the allowances at December 31, 2007
and 2006 are sufficient. The Company charges off receivables to the allowance
when management determines that a receivable is not collectible. The Company may
retain a security interest in the products sold.

The Company makes estimates of the uncollectibility of its accounts receivable.
The Company analyzes accounts receivable and historical bad debt levels,
customer credit worthiness, and current economic trends when evaluating the
adequacy of the allowance for doubtful accounts. In addition, customers in
bankruptcy are analyzed and estimates are made in connection with the expected
recovery of pre-petition and post-petition claims. The Company's net income is
directly affected by management's estimate of the collectibility of accounts
receivable.

Management believes that adequate controls are in place to ensure compliance
with contractual product specifications, a substantial history of such
performance has been established, and historical returns and allowances have not
been significant. If actual sales returns and allowances exceed historical
amounts, the Company's sales would be adversely affected.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 of Notes to Consolidated Financial Statements for a full description
of recent accounting pronouncements including the respective dates of adoption
and effects on results of operations and financial condition.


                                       25
<PAGE>

BUSINESS PLAN

As discussed in the section entitled "Description of Business - Mymetics
Corporation," we subcontract our research project modules to best of class
research teams. We pay for and coordinate the work, consolidate the results, and
retain all associated intellectual property. On rare occasions, we execute
partnership agreements with companies offering technologies that can enhance our
products. As we have initiated human clinical trials, access to our own
laboratory facilities becomes necessary. We have therefore started a scientific
cooperation with the Swiss Federal Institute of Technology in Lausanne which
allows us to obtain such adequate facilities on its Lausanne (Switzerland)
campus, during 2008, space permitting.

As discussed in the section entitled "Description of Business - Government
Regulation," we will continue in the foreseeable future to outsource to
specialized third parties all human clinical trials of our vaccines, such
process being complex and highly regulated.

Our business plan is predicated by the size and available resources of our
company, which preclude us from pursuing our human clinical trials beyond phase
II, which normally involve no more than 250-300 volunteers and a cost in the
range of $5-10 million per phase I and II trial cycle. In contrast, phase III
trials for a prophylactic vaccine involves up to 30,000 patients and several
testing centers spread over two or more continents. The high number of
volunteers, as well as the logistical complexity of such an undertaking, imply a
cost-per-volunteer in the $10,000 to $12,000 range, or up to $360 million per
phase III trial. Similarly, the cost and complexity of the vaccine registration
procedure with the relevant European agencies can be very expensive. The cost of
registration with the U.S. Food and Drug Administration (FDA) is generally
significantly higher due to a variety of factors, including, potential product
liability claims.

In light of the significant phase III costs, Mymetics expects to sign a
partnership agreement with one or more of the major pharmaceutical companies
active in the preventive vaccine market as soon as their human clinical phase II
trials are completed. Such partnership agreements typically involve an initial
cash payment with covers the initial costs of R&D up to that time plus a
adequate margin of profit, followed by a series of payments associated with
specific milestones and finally, royalties on any sales of end products,
assuming these have been approved by the various regulatory authorities
involved, such as the FDA.

We are trying to achieve this for our malaria vaccine by 2012, which has
successfully completed a first round of phases I and II human trials, followed
at a later date, probably in 2013 or 2014, by our HIV-AIDS vaccine, which will
begin phase I human trials in November 2008. These dates are based on our
results, which have been encouraging so far.

We have initiated exploratory discussions under Non Disclosure Agreements with
two of the five major pharmaceutical companies targeted as potential development
partners and will enter into negotiations with the same or other potential
pharmaceutical partners as soon as positive intermediary results will be
observed in view of a partnership agreement as described above.

In this regard, we offer a brief summary of our achievements so far:

HIV-AIDS Vaccine

Considering that 85% of HIV transmission is due to sexual contact, we strongly
believe that it is crucial to protect the genital and intestinal mucosa, which
represent the main entry door for HIV during the very first minutes or hours of
transmission. We therefore believe that an HIV vaccine that could successfully
achieve specific mucosal antibodies production in both the genital and
intestinal tracts might allow a new prophylactic vaccine approach, efficient at
preventing or slowing down HIV infection.

It is worth noting that such mucosal protection is naturally present in large
groups of people, for example in East African sex workers. It has further been
demonstrated by other scientists that a high correlation exists between such
natural protection and the presence of so-called IgA antibodies in the mucosa of
naturally protected people. Our goal was therefore to imitate Mother Nature by
trying to induce the production of such mucosal antibodies in vaccinated
subjects. To the best of our knowledge, we are the only company attempting to do
so, whereas the entire scientific and industrial community decided to take
various other routes, without equivalence in nature. For this reason, we believe
that the failure of other vaccine producers' apparently promising vaccines are
not relevant to us.


                                       26
<PAGE>

Our principal milestones since 2004 have been:

- As disclosed in our Filing on Form 8-K dated March 10, 2007 and filed with the
Securities and Exchange Commission, our Agreement with Pevion Biotech Ltd.
(Bern, Switzerland) under which Pevion granted us an option (later confirmed) to
acquire an exclusive world-wide license to use its unique virosome(R) technology
in the field of HIV-AIDS as a form of "packaging" to protect the trimeric
protein against degradation after the vaccine has been injected into animals or
human patients. The virosome(R) technology has been used since 1994 without
problems in 43 countries with over 40 million doses of vaccines produced by
other vaccines producers such as Berna Biotech (Bern, Switzerland). Virosomes
boost the effect of antigens, particularly the production of mucosal antibodies,
without the use of an adjuvant. We believe that this feature gives us a
significant strategic advantage over our competitors as no mucosal adjuvant has
been developed so far, let alone approved, and the development and approval of
such an adjuvant being expected to take several years.

- The completion of our preliminary pre-clinical study on rabbits in 2005 with
the objective to elicit neutralizing antibodies following injections of the
second generation of our proprietary recombinant trimeric (i.e. closely
mimicking the complex natural protein to ensure efficacy), mutated (to boost
efficacy and avoid unwanted side-effects), low cost (for distribution to
underserved and impoverished populations) and stable (to ensure easy and safe
distribution even in hard-to-access regions) rgp41 protein. This work was
conducted in cooperation with four French laboratories. Despite the low
induction of neutralizing antibodies at this time, these results were extremely
important and crucial for a better understanding of our HIV vaccine candidate
and paved the way for our second round of animal studies, conducted at the
Chinese Academy of Medical Sciences in Beijing.

- In March 2006, non-human primates were immunized over six months with HIV gp41
peptides in view of reproducing and above all, improving on the earlier results
obtained in rabbits.

- Our vaccine based on Virosomes(R)-gp41 peptides has elicited mucosal IgA and
blood IgG antibodies in more than 90% of vaccinated non-human primates. These
antibodies were found to be present in both the genital and intestinal
compartments, even in animals vaccinated by intra-muscular injection in the
absence of mucosal adjuvant. The mucosal IgA antibodies were harvested and
tested in vitro for their capacity to neutralize native (i.e. not laboratories
attenuated strains) HIV. They were found to be more neutralizing than the best
monoclonal antibodies known to date, even at very low concentration. Vaccinated
animals have recently been challenged with SHIV (a strain of HIV specific to the
animals being tested) for evaluating the level of protection against the virus.

- In 2007, we were able to complete the production of our fourth generation
rgp41 for HIV clades (strains) B and C, respectively prevalent in developed and
developing countries. A second pre-clinical trial on non-human primates will be
launched in 2008 in view of testing our fourth generation vaccine, which we
expect to trigger a more complete and protective antibody immune response at the
mucosa and blood levels.

- In parallel to these animal studies, which we expect with confidence to be
positive, we initiated the lengthy and more costly phase I clinical trial
process of our latest generation candidate vaccine. The actual trial is to be
conducted in Belgium starting in November 2008 and as for every phase I study,
its objective will be to evaluate the human tolerance and immunogenicity of our
HIV-AIDS vaccine. This phase I is expected to last 18 months. Considering the
safety record of the virosome technology since 1994, we are very confident that
this phase I trial will show positive results. We have therefore already
initiated the early regulatory procedure required for phase II, which we expect
to start before the end of 2011, ending on or about mid 2013.

Along with our research on a gp41-based HIV preventive vaccine, we conduct
complementary studies to further and buttress the development of an effective
HIV-1 preventive vaccine.

As regards financing, we are hopeful that significant grant money could soon
start flowing our way now that many of our competitors' project have been
cancelled or put on indefinite hold as a result of recent, widely publicized
failures.


                                       27
<PAGE>

Malaria Vaccine

We acquired this promising vaccine project, also based on the Virosome platform,
in October 2007 from a business partner, Pevion Biotech Ltd.

This project is more advanced than our initial HIV-AIDS project as it has
already completed a first cycle of human trials phase I and II in 2007 with two
antigens only (four or more are planned for the complete product). These trials
took place in Switzerland and England with non infected adult European
volunteers. They were very encouraging in terms of level and duration of
protection when compared to the best known competing vaccine. In addition, our
vaccine possesses a unique feature which is the capacity to significantly boost
the immune response of patients having previously been infected by the malaria
parasite. In other words, our vaccine prototype has the potential to act as a
therapeutic as well as a preventive vaccine against malaria, which considerably
extends the size of its potential market.

A second human trial phase I with the same two antigens has recently begun in
Tanzania on young children and teenagers under actual, native conditions, as
African countries now demand that any vaccine tested on their populations be
first tested in developed countries. This new trial is expected to run until
December 2008. It is financed by a E3.5 million grant from the European Malaria
Vaccine Initiative, a not-for-profit entity headquartered in Copenhagen and
funded primarily by the Scandinavian countries.

If successful, a new round of phases I and II involving four or more antigens
will be conducted in Tanzania with financing expected by a grant presently under
discussion.

Although we have acquired the full rights to this vaccine project, Pevion will
remain significantly involved in its future development, in accordance with the
terms of our agreement with them.

Dream vaccines Foundation

We believe that our vaccines may have a significant impact on marginalized poor
populations, especially in third world countries currently devastated by these
diseases. Because this market segment is considered to be unprofitable, there is
low economic interest to research and produce vaccines for diseases specific to
these populations due to high research cost and low commercial return, creating,
we believe, a substantial health and economic disparity between groups of people
who have access to vaccines and those who do not. Sometimes this disparity is
geographical but mostly it is economic. For definition purposes we call these
groups of people underserved and impoverished populations.

We believe that access to vaccines for all populations is a human right. We are,
therefore, establishing Dream Vaccines Foundation as a 501(c)(3) public charity
in the United States. Dream Vaccines Foundation will have a majority of its
board of directors independent of Mymetics. We will have at least one member of
the board of directors of Dream Vaccines Foundation be a current officer of
Mymetics, and any transaction between the two entities will be at arms' length
and fair to both parties.

We expect Dream Vaccinces Foundation to play a significant role in the fight
against HIV/AIDS and malaria by financing and leading unbiased vaccine research
and development, which includes unconventional yet promising approaches, using
the latest biotechnology knowledge and methods. We further expect its research
funding to focus on neglected infectious diseases, including specific strains
and clades of these diseases that are prevalent among underserved and
impoverished populations. Finally, we anticipate that the Foundation will ensure
that vaccines reach underserved and impoverished populations at an affordable
price regardless of location, market limitations, or ability to pay.

Visit www.dreamvaccinesfoundation.com to learn more about Dream Vaccines
Foundation.

LIQUIDITY AND CAPITAL RESOURCES

The Company had E159,000 cash at December 31, 2007, compared to E29,000 at
December 31, 2006.




                                       28
<PAGE>

As we are a development stage company, we have not generated any material
revenues since we commenced our current line of business in 2001, and we do not
anticipate generating any material revenues on a sustained basis unless and
until a licensing agreement or other commercial arrangement is entered into with
respect to our technology.

As of December 31, 2007, we had an accumulated deficit of approximately E26.0
million and we incurred losses of E9,294,000 in the twelve-month period ending
December 31, 2007. These losses are principally associated with the research and
development of our HIV vaccine technologies and the acquisition of our new
malaria project from Pevion Biotech Ltd. We expect to continue to incur expenses
in the future for research, development and activities related to the future
licensing of our technologies. These losses also include E0 of stock based
compensation. For further information regarding stock-based compensation and
other amounts paid to officers, directors, affiliates and their immediate family
members, see the section of this report entitled "Executive Compensation."

Accounts payable of E2,307,000 at December 31, 2007, include E2,000,000 due
Pevion Biotech Ltd. on account of our acquisition of their malaria vaccine
project, as described elsewhere in the present document. Without this item,
accounts payable decreased from E1,933,000 at December 31, 2006 to E307,000 at
December 31, 2007. The decrease of E1,626 includes E774,000 of various debt
amounts forgiven by creditors.

Net cash used by operating activities was E6,634,000 for the year ended December
31, 2007, compared to E1,359,000 for the year ended December 31, 2006 and
E561,000 for the year ended December 31, 2005. The major factor in 2007 was
costs incurred in connection with our first AIDS vaccine human clinical trial
phase I, due to begin in November 2008, as well as the acquisition of our
malaria vaccine project from Pevion Biotech Ltd. Our improved financial position
allowed us to decrease our trade creditors accounts payable, i.e. excluding the
E2,000,000 due to Pevion Biotech pursuant to our malaria project acquisition
agreement, to E307,000 in the year 2007, compared to increases in accounts
payable of respectively E118,000 and E604,000 in the years 2006 and 2005.

Investing activities provided cash of E240,000 for the year ended December 31,
2007, due to the expensing of license prepayment upon completion of the
transaction, and neither used nor provided any cash for the years ended December
31, 2006 and 2005.

Financing activities provided cash of E6,599,000 for the year ended December 31,
2007 compared to E1,614,000 in the same period last year and E781,000 in 2005.

Proceeds from issuance of common stock provided cash of E5,360,000 for the year
ended December 31, 2007 compared to E996,000 in the same period in 2006 and
E356,000 during the year 2005. As has been the case since 2003, all private
investors having subscribed and acquired common restricted stock of the Company
have done so at a premium of 100% to 300% over the prevailing market price at
the time of issuance. The latest subscriptions have been at USD 0.50 per share
when the market was USD 0.25 per share.

Our major shareholder and a member of our Board of Directors have also made
available an aggregate E2,150,000 in the form of convertible, unsecured notes,
the details of which are described in Note 4 of our financial statements.

Our budgeted cash outflow, or cash burn rate, for 2008 is approximately
E14,300,000 for research and fixed and normal recurring expenses, as follows,
assuming we will be able to obtain the necessary financing and without taking
into account any grants we may obtain.

Monthly burn rate is only relevant as regards Administration expenses and
amounts to E446,000. Other expenditures related to vaccines Research and
Development have either already been spent during the first quarter of 2008 or
will be very spent in the very near future as the service companies we contract
to perform our clinical trials always require advance, generally non refundable
payments.


                                       29
<PAGE>

<TABLE>
<CAPTION>
                                                  12 Months
                                                  ---------
<S>                                               <C>
2008 budget

GMP lots production & Human Clinical Trials
    Phases I and II (AIDS and Malaria)           E 6,750,000
Vaccine R&D                                        2,200,000
Administration                                     5,350,000
                                                 -----------
      Total                                      E14,300,000
                                                 ===========
</TABLE>

We expect that the cash outflow may increase significantly in 2008 over 2007 as
the Company increases its research and development activities, and prepares for
human clinical trials and compliance duties associated with the signing of a
partnership agreement with a major pharmaceutical company.

Administration costs include E696,000 in gross salaries and related payroll
costs for three of our executive officers, and payments under consulting
contract with one of our officers. We did not pay our non-employee directors in
2007 but will do so as of 2008.

As of March 31, 2008, our Luxembourg affiliate had no employees.

Mymetics Corporation has three full-time employees: Mr. Christian J.-F. Rochet,
our Chief Executive Officer, Mr. Ernst Luebke, our Chief Financial Officer and
Dr. Sylvain Fleury, Ph.D., our Chief Scientific Officer. Mymetics Corporation
further had one part-time consultant: Professor Marc Girard, DVM, D. SC., our
acting Head of Vaccine Development. In addition, our Swiss subsidiary Mymetics
Management Sarl has on its payroll two assistants to our CFO and CSO
respectively as well as three part-time employees performing various
administrative services on behalf of Mymetics Corporation as well as Dream
Vaccines Foundation, to whom such services are invoiced on a cost-plus basis.

Included in Administration costs are E214,000 estimated legal fees paid to
outside corporate counsel, including litigation expenses in relation to our
lawsuit brought against MFC Bancorp, its affiliates and certain directors, as
explained elsewhere in this filing, E36,000 audit and review fees paid to our
independent accountants, and E161,000 in investor relations expenses.

We intend to continue to incur additional expenditures during the next 12 months
for additional research and development of our HIV and malaria vaccines. These
expenditures will relate to the continued testing of our prototype vaccines and
are included in the monthly cash outflow described above. Additional funding
requirements during the next 12 months will arise upon the commencement of a
phase I clinical trial. We expect that funding for the cost of any clinical
trials would be available either from debt or equity financings, donors and/or
potential pharmaceutical partners before we commence the human clinical trials.

In the past we have financed our research and development activities primarily
through debt and equity financings from various parties.

We anticipate that our operations will require approximately E14,300,000 in the
year ending December 31, 2008. We will seek to raise the required capital from
equity or debt financings, donors and/or potential partnerships with major
international pharmaceutical and biotechnology firms. However, there can be no
assurance that we will be able to raise additional capital on satisfactory
terms, or at all, to finance our operations. In the event that we are not able
to obtain such additional capital, we would be required to further restrict or
even cease our operations.

RECENT FINANCING ACTIVITIES

During 2007, our only source of funds was the sale of common restricted shares
to non-US investors under Regulation S of the Securities Act of 1933. All sales
were made at two to three times the current share market price.

As disclosed in our filing 8-K to the Securities and Exchange Commission dated
February 14, 2008, Mymetics entered into the Next Generation Immunogen Inducing
Broadly Reactive Neutralizing Antibodies HIV-1 Consortium Agreement (the "NGIN
Agreement"), effective February 11, 2008, among fifteen European charitable
organizations, governmental entities, academic institutions and biotech
companies, including Mymetics. Under the NGIN Agreement the consortium will
receive a grant of E7.50 million ($11 million) from the European Commission to
investigate new human immunodeficiency virus ("HIV") antigen



                                       30
<PAGE>

formulations for triggering broadly neutralizing antibodies in the blood and
mucosal compartments, using various adjuvants and platform technologies based on
virus-like particles. Mymetics will support this European consortium through its
expertise with vaccination and HIV mucosal immune response and will provide
access to the HIV Virosomes technology for which Mymetics has received an
exclusive license from Pevion Biotech Ltd.

We have filed several other grant applications from European as well as U.S.
institutions which are presently being prosecuted.

We anticipate using our current funds and those we receive in the future both to
meet our working capital needs and for funding the ongoing vaccines research
costs and preparation of our HIV-AIDS vaccine phase I clinical trial, scheduled
to begin in Belgium during the last quarter of 2008.

We do not anticipate that our existing capital resources will be sufficient to
fund our cash requirements through the next six months. We do not have enough
cash presently on hand, based upon our current levels of expenditures and
anticipated needs during this period, and we will need additional funding
through future collaborative arrangements, licensing arrangements, and debt and
equity financings under Regulation D and Regulation S under the Securities Act
of 1933. We do not know whether additional financing will be available on
commercially acceptable terms when needed. If we cannot raise funds on
acceptable terms when needed, we may not be able to successfully commercialize
our technologies, take advantage of future opportunities, or respond to
unanticipated requirements. If we are unable to secure such additional financing
when needed, we will have to curtail or suspend all or a portion of our business
activities and we could be required to cease operations entirely. Further, if we
issue equity securities, our shareholders may experience severe dilution of
their ownership percentage.

The extent and timing of our future capital requirements will depend primarily
upon the rate of our progress in the research and development of our
technologies, our ability to enter into a partnership agreement with a major
pharmaceutical company, and the results of future clinical trials.

To date we have generated no material revenues from our business operations. We
are unable to predict when or if we will be able to generate revenues from
licensing our technology or the amounts expected from such activities. These
revenue streams may be generated by us or in conjunction with collaborative
partners or third party licensing arrangements, and may include provisions for
one-time, lump sum payments in addition to ongoing royalty payments or other
revenue sharing arrangements. However, we presently have no commitments for any
such payments.


OFF-BALANCE SHEET ARRANGMENTS

We do not have any off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

<TABLE>
<CAPTION>
                                         PAYMENTS DUE BY PERIOD (THOUSANDS OF EUROS)
                                         -------------------------------------------
                                                     LESS                     MORE
                                                     THAN    1 - 3   3 - 5    THAN
CONTRACTUAL OBLIGATION                   TOTAL      1 YEAR   YEARS   YEARS   5 YEARS
----------------------                   -----      ------   -----   -----   -------
<S>                                    <C>        <C>        <C>     <C>     <C>
Long-term debt                              E0         E0       E0      E0      E0
Capital Lease Obligations                   E0         E0       E0      E0      E0
Operating Lease Obligations               E149        E21 (1)  E64     E64      E0
Purchase Obligations                    E2,700     E2,700 (2)   E0      E0      E0
Other Long-Term Liabilities Reflected
   On Mymetics Balance Sheet under GAAP     E0         E0       E0      E0      E0
                                        ------     ------      ---     ---      --
TOTAL                                   E2,849     E2,721      E64     E64      E0
                                        ======     ======      ===     ===      ==
</TABLE>


(1) Lease of our premises in Lausanne, which can be cancelled at short notice,
    and Nyon, based on contractual obligations but which could in fact be
    cancelled at short notice.

(2) Written and implied contractual obligations incurred in relation to the
    procurement of services, equipment at certain of our partners and GMP grade
    peptides and recombinant proteins required for our 2008 clinical trials.



                                       31
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

INTEREST RATE RISK

Fluctuations in interest rates may affect the fair value of financial
instruments. An increase in market interest rates may increase interest payments
and a decrease in market interest rates may decrease interest payments of such
financial instruments. Our convertible debt obligation at December 31, 2007
carries a fixed interest rate and is not sensitive to interest rate
fluctuations. The debt obligation due to MFC Merchant bank S.A. at December 31,
2006 carried a variable interest rate and was sensitive to interest rate
fluctuations.

The following tables provide information about our exposure to interest rate
fluctuations for the carrying amount of our debt obligations as of December 31,
2007 and 2006 and expected and actual cash flows respectively from these debt
obligations.



                                       32
<PAGE>


                            EXPECTED FUTURE CASH FLOW

<TABLE>
<CAPTION>
                                            YEAR ENDING  DECEMBER 31, 2007
                                                    (IN THOUSANDS)
                         -------------------------------------------------------------------
                         CARRYING    FAIR
                           VALUE     VALUE    2008    2009   2010   2011   2012   THEREAFTER
                         --------   ------   ------   ----   ----   ----   ----   ----------
<S>                      <C>        <C>      <C>      <C>    <C>    <C>    <C>    <C>
Debt obligations......    E2,150     E2,150  E2,150    E--    E--    E--    E--    E--
</TABLE>

<TABLE>
<CAPTION>
                                             YEAR ENDING DECEMBER 31, 2006
                                                    (IN THOUSANDS)
                         -------------------------------------------------------------------
                         CARRYING    FAIR
                           VALUE     VALUE    2007    2008   2009   2010   2011   THEREAFTER
                         --------   ------   ------   ----   ----   ----   ----   ----------
<S>                      <C>        <C>      <C>      <C>    <C>    <C>    <C>    <C>
Debt obligations (1)..    E4,372    E4,372   E4,021   E351   E--    E--    E--       E--
Debt obligations.(2)..      E851      E851   E   --   E851   E--    E--    E--       E--

</TABLE>

(1)  Before settlement of our litigation against MFC Merchant Bank S. A.
     ("MFC"), KHD Humboldt Wedag International, Ltd. (fka MFC Bancorp, Ltd.),
     the parent company of MFC, and certain prior and present officers of MFC.

(2)  After settlement under which the MFC loan of E4,021 was terminated and a
     shareholder loan of E500 maturing on March 19, 2008 was obtained to
     partially finance the settlement.

See  "Liquidity and Capital Resources" under "Management's Discussion and
Analysis of Financial Condition and Results of Operations"



                                       33
<PAGE>


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and supplementary data required with
respect to this Item 8, and as identified in Item 14 of this annual report, are
included in this annual report.

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

None.

ITEM 9A. (T) CONTROLS AND PROCEDURES

This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.

Attached as exhibits to this Form 10-K are certifications of Mymetics' Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), which are
required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"). This "Controls and Procedures" section includes
information concerning the controls and controls evaluation referred to in the
certifications.


Evaluation of Disclosure Controls and Procedures


We conducted an evaluation of the effectiveness of the design and operation of
our "disclosure controls and procedures" ("Disclosure Controls") as of the end
of the period covered by this Form 10-K. The controls evaluation was conducted
under the supervision and with the participation of management, including our
CEO and CFO. Disclosure Controls are controls and procedures designed to
reasonably assure that information required to be disclosed in our reports filed
under the Exchange Act, such as this Form 10-K, is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms. Disclosure Controls are also designed to reasonably assure that such
information is accumulated and communicated to our management, including the CEO
and CFO, as appropriate to allow timely decisions regarding required disclosure.
Our quarterly evaluation of Disclosure Controls includes an evaluation of some
components of our internal control over financial reporting, and internal
control over financial reporting is also separately evaluated on an annual basis
for purposes of providing the management report, which is set forth below.


The evaluation of our Disclosure Controls included a review of the control's
objectives and design, our implementation of the controls, and their effect on
the information generated for the use in this Form 10-K. In the course of the
controls evaluation, we reviewed identified data errors and control problems and
sought to confirm that appropriate corrective actions, including process
improvements, were being undertaken. The overall goals of the evaluation
activities are to monitor our Disclosure Controls, and to modify them as
necessary. Our intent is to maintain the Disclosure Controls as dynamic systems
that change as conditions warrant.


Based on the controls evaluation, our CEO and CFO have concluded that, as of the
end of the period covered by this Form 10-K, our Disclosure Controls, were not
effective due to the existence of several material weaknesses in our internal
control over financial reporting, discussed below.


Management Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with U.S. generally accepted
accounting principles. Internal control over financial reposting includes those
policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of Mymetics; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with authorizations of management and directors of
Mymetics; and (iii) provide reasonable assurance regarding prevention and timely
detection of unauthorized acquisition, use, or disposition of Mymetics' assets
that could have a material effect on the financial statements.


Management assessed our internal control over financial reporting as of December
31, 2007, the end of the fiscal year. Management based its assessment on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Management's
assessment included evaluation of elements such as the design and operating
effectiveness of



                                       34
<PAGE>

key financial reporting controls, process documentation, accounting policies,
and our overall control environment. This assessment is supported by testing and
monitoring performed by certain of our own finance and accounting personnel.


Based on our assessment, management has concluded that our internal controls
over financial reporting were not effective as of December 31, 2007 due to the
existence of several material weaknesses in our internal control over financial
reporting, discussed below. We reviewed the results of management's assessment
with the Audit Committee of our Board of Directors. In addition, on a quarterly
basis we will evaluate any changes to our internal control over financial
reporting to determine if material changes occurred.


Material Weaknesses in Internal Controls


During the conduct of our assessment of internal control over financial
reporting, we identified three material weaknesses and have advised the audit
committee that the following material weaknesses existed at December 31, 2007.
As defined by the Public Company Accounting Oversight Board Auditing Standard
No. 5, a "material weakness" is a control deficiency or a combination of control
deficiencies such that there is a reasonable possibility that a material
misstatement of the annual or interim financial statements will not be prevented
or detected on a timely basis.


The material weaknesses exist in (i) the lack of independent oversight by an
audit committee of independent members of the Board of Directors, (ii) the lack
of controls over cash receipts and related equity issuances and (iii) the lack
of controls over the period end closing process. Since the discovery of the
material weaknesses described above, management believes that it has corrected
the first and third weaknesses by establishing an audit committee of
nonexecutive directors, one of whom is Dr. Thomas Staehelin, an independent
member of our Board of Directors and our audit committee financial expert. The
second weakness was addressed by having our newly employed Executive Vice
President perform a reconciliation of stock issuances to the detail accounting
and stock records on a quarterly basis.


While these material weaknesses did not have an effect on our reported results
or result in the restatement of any previously issued financial statements or
any other related disclosure, they nevertheless constituted deficiencies in our
controls. In light of these material weaknesses and the requirements enacted by
the Sarbanes-Oxley act of 2002, and the related rules and regulations adopted by
the SEC, our Chief Executive Officer and Chief Financial Officer concluded that,
as of December 31, 2007, our controls and procedures needed improvement and were
not effective at a reasonable assurance level. Despite those deficiencies in our
internal controls, management believes that there were no material inaccuracies
or omissions of material fact in this annual report.


The elimination of the material weaknesses identified above is among our highest
priorities. We have discussed our corrective actions and future plans with our
audit committee and Peterson Sullivan PLLC as of the date of this annual report,
and believe the planned actions should serve to correct the above listed
material weaknesses to our internal controls. However, we cannot provide
assurance that neither we nor our independent auditors will in the future
identify further material weaknesses or significant deficiencies in our internal
control over financial reporting that we have not discovered to date.


Inherent Limitations on Effectiveness of Controls


The Company's management, including the CEO and CFO, does not expect that our
Disclosure Controls or our internal control over financial reporting will
prevent or detect all error and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control system's objectives will be met. The design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the
company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur
because of simple error or mistake. Controls can also be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is
based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions. Projections of any evaluation of
controls effectiveness to future periods are subject to risks. Over time,
controls may become inadequate because of changes in conditions of deterioration
in the degree of compliance with policies or procedures.


ITEM 9B. OTHER INFORMATION

None


                                       35
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The number of directors of the Company is established at six.

Our six person board is divided into three classes, designated as Class I, Class
II and Class III. The term of the Class I directors will expire at our 2010
annual meeting of stockholders, the term of the Class II directors will expire
at our 2008 annual meeting of stockholders, and the term of the Class III
directors will expire at our 2009 annual meeting of stockholders. A plurality of
the votes of the shares of our common stock present in person or represented by
proxy at the annual meeting and entitled to vote on the election of directors
are required to elect the directors.

There is currently one vacancy on the Board caused by the resignation of Mr.
Peter McCann, who was a Class III director, whose term expired at our 2002
annual meeting of stockholders.

On July 2, 2007, Dr. Thomas Staehelin was elected to fill the vacancy caused by
the resignation of Dr. Zimmer who resigned on June 7, 2005.

On January 1, 2008, Mr. Ernest M. Stern, our outside U.S. counsel, was elected
to fill the vacancy caused by the resignation of Mr. Michael Allio, who resigned
on July 30, 2003.

The position left vacant by the resignation of Mr. Peter McCann, who resigned on
February 14, 2002, will be reserved for a potential investor and/or candidate
related to the securing of a strategic partner.

The following table sets forth information regarding each of our current
directors and executive officers.

<TABLE>
<CAPTION>
                                                                          EXPIRATION
                                                                           OF TERM
NAME                       CURRENT POSITION WITH THE COMPANY        AGE      AS A
                                                                           DIRECTOR
--------------             --------------------------------------   ---   ----------
<S>                        <C>                                      <C>     <C>
Christian Rochet           Chief Executive Officer, President        59      2008
(Class II)                 And Director (appointed July 31, 2003)

Ernst Luebke               Chief Financial Officer, Treasurer,       62      2007
(Class I)                  Secretary and Director (appointed
                           July 31, 2003)

Sylvain Fleury, Ph. D.     Chief Scientific Officer (appointed       45      2006
(Class III)                November 3, 2003) and Director
                           (appointed January 11, 2006)

Thomas Staehelin           Director                                  61      2012
(Class II)

Ernest M. Stern            Director                                  57      2010
(Class I)

Marc Girard, DVM, D. Sc.   Head of Vaccine Development               72      n/a
                          (appointed January 15, 2004)

</TABLE>


                                       36
<PAGE>

CHRISTIAN ROCHET

Mr. Rochet is the Chief Executive Officer and a Director of Mymetics. Prior to
joining Mymetics in July 2003, he had been an independent business consultant on
development and diversification strategies for over 21 years. He became a major
shareholder of our former French subsidiary Mymetics S.A. (f.k.a. Hippocampe
S.A.) in 1997, on the scientific advice of Dr. Sylvain Fleury, Ph. D., and was a
director of that company between 1999 and 2001. On July 31, 2003, Mr. Rochet was
elected as President and Director and appointed as Chief Executive Officer of
the Company.

ERNST LUEBKE

Mr. Luebke was appointed as our Chief Financial Officer and as a Director on
July 31, 2003. Prior to joining Mymetics, Mr. Luebke spent over 21 years as an
independent international business consultant and was the founder of several
companies active in the medical and biotech sectors. Together with Mr. Rochet,
he became a major shareholder of our former French subsidiary Mymetics S.A.
(f.k.a. Hippocampe S.A.) in 1997, and was a director of that company between
1999 and 2001. On July 31, 2003, Mr. Luebke was elected as Director and
appointed as Chief Financial Officer and Treasurer of the Company. Mr. Luebke
was further appointed Secretary of the Company on August 29, 2003.

SYLVAIN FLEURY, Ph.D.

Dr. Fleury was appointed as our Chief Scientific Officer in November 2003 and as
a Director on January 11, 2006. In addition to serving as our Chief Scientific
Officer, Dr. Fleury has maintained until June 2006 his academic research
activity on in heart transplantation at the Department of Experimental Surgery
from the Centre Hospitalier Universitaire Vaudois (CHUV) in Lausanne,
Switzerland. Dr. Fleury moved to the CHUV in January 1997 where he initially
worked as Assistant to Professor Giuseppe Pantaleo until June 2000, a leading
expert in AIDS. During that time, he studied the immune regeneration of HIV
infected subjects under highly active anti-retroviral therapy. He then moved to
the Division of Cardiology (CHUV) as Project leader for developing new research
activities in gene therapy applied to heart transplantation, in collaboration
with Novartis, and genetic studies involving chemokines and chemokine receptors
in heart rejection. In January 2004, Dr. Fleury moved to the Department of
Experimental Surgery directed by Professor Yann Barrandon, a world leader on
stem cells , for completing its research on lentiviral gene therapy . Dr. Fleury
obtained his B.Sc. in Microbiology in 1985 from the University of Montreal
(Canada), his M.Sc. in Virology in 1988 from the Institut Armand-Frappier
(Laval, Canada) and his Ph.D. in 1992 from the Clinical Research Institute of
Montreal in Canada with Rafick Sekaly. During his Ph.D., Dr. Fleury worked on
the CD4 molecule, which is the primary HIV cellular receptor. From 1993-1996,
Dr. Fleury completed his postgraduate studies in Bethesda (USA) at the NIAID,
National Institutes of Health (NIH), with Dr. Ronald N. Germain, a world
renowned Immunologist. Dr. Fleury is the recipient of several awards and prizes
and has published articles in his field of study in scientific journals with a
high impact such as Science, Cell, Nature, Nature Medicine, Circulation.

DR. THOMAS STAEHELIN

Dr. Staehelin is Senior Managing Partner of Fromer, Schultheiss and Staehelin, a
law firm located in Basel, Switzerland. Dr. Staehelin focuses primarily on
corporate and tax law. Dr. Staehelin has served as a member of this law firm
since 1975. Dr. Staehelin also serves on the boards of various Swiss companies
and is Chairman of the Chamber of Commerce of the Basel region. In addition, Dr.
Staehelin is Managing Director of the "Swiss Association of privately held Swiss
Companies" and is a member of the Board of "economiesuisse," The Swiss Business
Federation. Dr. Staehelin received his Ph.D. degree in Law from the University
of Basel. He formerly served as a member of the cantonal parliament of Basel.


                                       37
<PAGE>

ERNEST M. STERN

Ernest M. Stern was appointed as a Director in January 2008. Mr. Stern is a
partner in the law firm of Seyfarth Shaw LLP, which serves as outside U.S.
counsel of Mymetics, where he specializes in securities and corporate law,
representing public companies, investment banks and venture funds, and is the
engagement partner for Mymetics. Mr. Stern received his undergraduate degree
from Bowdoin College (Phi Beta Kappa , summa cum laude), and his J.D and LL.M
(Taxation) degrees from Georgetown University Law Center (Case and Note Editor,
Law and Policy in International Business).

MARC GIRARD, DVM, D. SC.

Professor Girard was appointed as our Head of Vaccine Development in January
2004. Prior to joining Mymetics, Professor Girard served as Director General,
Fondation Merieux, in Lyon, France between 2001 and 2003. Between 1999 and 2001,
Professor Girard served as Director, European Research Center for Virology and
Immunology (CERVI), Lyon, France. Professor Girard has also taught as a
professor since 1966, most recently between 1984 and 1999 at the Institut
Pasteur, Paris, France where he also served as the Head of Laboratory of
Molecular Virology, Department of Virology, Institut Pasteur, Paris between 1980
and 1999. During his career, Professor Girard has served the medical community
in a variety of capacities, including as Head, HIV Vaccine Task Force, French
National Agency for AIDS Research (ANRS), Paris between 1988 and 1998, the
Chairman, Department of Virology, Institut Pasteur, Paris between 1997 and 1999
and the Chairman, European Consortium for an HIV Vaccine (EuroVac), Brussels
between 1999 and 2002. Professor Girard received his D.V.M. (Alfort Veterinary
College) in 1960, his D. Sc. (University of Paris) in 1967 and completed a post
doctoral fellow in 1966 through studies with Prof. James Darnell, MIT then
Albert Einstein College of Medicine and Prof. David Baltimore and Renato
Dulbecco of the Salk Institute. Professor Girard is also the published author of
several articles in his field of study.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has appointed Ernest M. Stern and Dr. Thomas Staehelin to
serve as members of our Audit Committee. Our board of directors has determined
that Dr. Staehelin qualifies as our "audit committee financial expert" and is
independent as that term is defined under NASDAQ Rule 4200(a)(15).



                                       38
<PAGE>



CODE OF ETHICS

We have adopted a Code of Ethics that applies to our executive officers,
including our chief executive officer, as well as to the entire staff of the
Company. A copy of the Code of Ethics is filed as an exhibit to this Form 10-K
annual report.

MEETINGS OF THE BOARD OF DIRECTORS

         In 2007, the Board of Directors held five meetings, one of which was
conducted by telephone conference call, and acted by unanimous written consent
seven times. All directors attended at least 75% of the total number of Board
meetings. The Board of Directors has determined that Mr. Staehelin is
independent within the meaning of Section 10A and Rule 10A-3 of the Exchange
Act. The Company does not have a formal policy regarding attendance by members
of the board of directors at the annual meetings of stockholders since it did
not hold an annual meeting in 2007.

Shareholders may contact the Board of Directors by mail addressed to the entire
board of directors, or to one or more individual directors, at, 14, rue de la
Colombiere, CH-1260 Nyon, Switzerland, Attn: Secretary. All communications
directed to the board of directors or individual directors in this manner will
be relayed to the intended recipients.

DIRECTORS' FEES

Directors of the company received no compensation for their services as
directors in 2007.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires
our executive officers, directors and persons who own more than 10% of a
registered class of our equity securities to file reports of ownership and
changes of ownership with the SEC within specified due dates. These persons are
required by SEC regulations to furnish us with copies of all such reports they
file. Based solely on the review of the copies of such reports furnished to us,
we believe that, with respect to our fiscal year ended December 31, 2007, all of
our executive officers, directors and 10% stockholders filed all required
reports under Section 16(a) in a timely manner, except as follows: Dr Fleury and
Professor Girard, in both cases due to incompatibility between the respectively
Swiss and French legal procedures with the electronic filing procedure of the
SEC, and Thomas Staehelin.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Committee Report

The Compensation Committee of the Board of Directors (the "Committee") met with
management to review and discuss the Compensation Discussion and Analysis
disclosures that follow. Based on such review and discussion, the Committee
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this Annual Report on Form 10-K, and the Board has
approved that recommendation.

The Compensation Committee is composed of two employee Directors, Mr. Christian
J.F. Rochet, our President and CEO, and Mr. Ernst Luebke, our CFO. The
Compensation Committee does not have a charter.

Compensation Discussion and Analysis

         The Committee is responsible for reviewing and approving the
compensation paid to executive officers of the Company, including salaries,
bonuses, stock grants and stock options. Following review and approval by the
Committee, action pertaining to executive compensation for the three named
executive officers, our President and CEO, Christian J.F. Rochet, our CFO, Ernst
Luebke, and our CSO, Sylvain Fleury, for 2007 is reported to the full Board of
Directors for further consideration.


                                       39
<PAGE>

Compensation Philosophy

         The Company's compensation of executive officers and its philosophy
regarding executive compensation is comprised of the following characteristics:

           (i)   Competitive base salary;

           (ii)  Granting stock awards as a portion of the total compensation,
                 which vest over a certain number of years; and

           (iii) Granting performance-based bonuses.

The Company believes its executive compensation should be designed to allow the
Company to attract, motivate and retain executives of a high caliber to permit
the Company to remain competitive in its industry. The Company desires to
maintain for now a uniformity of base salary compensation in light of the
contributions each of the three principal executives has made to the Company's
ability to remain in business and achieve the level of success that it has
reached in meeting scientific results, primarily to date with the HIV-AIDS
vaccine. The Company takes into account the compensation paid at similarly
situated companies, both within and outside of its industry, when determining
executive compensation. The Company believes that by granting shares of the
Company's Common Stock to its executives which vest over a certain number of
years it will be able to encourage executives to remain with the Company.
Additionally, individual performance of the executive is considered as a factor
in determining executive compensation, as well as the overall performance of the
Company, which, since the Company is pre-revenue and primarily involved in
research and development, includes, but is not limited to, fund raising and
meeting the Company's business plan milestones on time and within budget,
including successful conclusion of strategic partner agreements and achieving
the regulatory approvals to commercialize the HIV-AIDS and malaria vaccines,
rather than earnings, revenue growth, cash flow and earnings per share which
would be more typical for a company generating revenues and earnings. The
Committee also uses subjective criteria it deems relevant in its reasonable
discretion.


Compensation of Chief Executive Officer

         Mr. Rochet joined us July 31, 2003 as Chief Executive Officer. Mr.
Rochet was paid a base salary of E96,000 in calendar year 2004, the first full
year of his employment by the Company. The Company had very little cash and Mr.
Rochet deferred a significant portion of his salary in 2004, 2005, and 2006. As
a result of Mr. Rochet's efforts, the Company was able to stay in business and
achieve important scientific goals for its HIV-AIDS vaccine that encouraged
investment in the Company. Mr. Rochet's salary was first increased to E120,000
in 2005, then E180,000 in 2006 and E216,000 in 2007 based upon his success in
fund raising for the Company and negotiating an agreement with Pevion Biotech
Ltd. to acquire the malaria vaccine.

Compensation of Chief Financial Officer

         Mr. Luebke joined us on July 31, 2003 as Chief Financial Officer. Mr.
Luebke was paid a base salary of E96,000 in calendar year 2004, the first full
year of his employment by the Company. The Company had very little cash and Mr.
Luebke deferred a significant portion of his salary in 2004, 2005, and 2006. As
a result of Mr. Luebke's efforts, the Company was able to stay in business and
achieve important scientific goals for its HIV-AIDS vaccine that encouraged
investment in the Company. Mr. Luebke's salary was first increased to E120,000
in 2005, then E180,000 in 2006 and E216,000 in 2007 based upon his role in
assisting with the Company's fund raising activities and negotiations in
concluding an agreement with Pevion Biotech Ltd. to acquire the malaria vaccine.

Compensation of Chief Scientific Officer

         Dr. Fleury was our Scientific Consultant from July 31, 2003 until
November 3, 2003 when he was appointed Chief Scientific Officer. Dr. Fleury


                                       40
<PAGE>

was paid a base salary of E96,000 in calendar year 2004, the first full year of
his employment by the Company. The Company had very little cash and Mr. Fleury
deferred a significant portion of his salary in 2004, 2005, and 2006. As a
result of Mr. Fleury's efforts, the Company achieved important scientific goals
for its HIV-AIDS vaccine that encouraged investment in the Company. Dr. Fleury's
salary was first increased to E120,000 in 2005, then E180,000 in 2006 and
E216,000 in 2007 based upon his success in the animal studies to allow the
Company to commence Phase I clinical trials for its HIV-AIDS vaccine and his
role in the negotiations the successfully conclude an agreement with Pevion
Biotech Ltd. to acquire the malaria vaccine.


                           SUMMARY COMPENSATION TABLE

The following table sets forth for the last three fiscal years information on
the annual compensation earned by our directors and officers.




<Table>
<Caption>
                                                                                            CHANGE IN
                                                                                             PENSION
                                                                                            VALUE AND
                                                                              NON-EQUITY   NONQUALIFIED
                                                                              INCENTIVE      DEFERRED
                                                            STOCK   OPTION      PLAN       COMPENSATION   ALL OTHER
                                                  BONUS    AWARDS   AWARDS   COMPENSATION    EARNINGS   COMPENSATION       TOTAL
NAME AND PRINCIPAL POSITION  YEAR   SALARY (E)     (E)       (E)     (E)        (E)           (E)            (E)            (E)
---------------------------- ----   ------------  -----   --------  -------  ------------  ------------ ------------  --------------
<S>                          <C>    <C>           <C>     <C>        <C>       <C>          <C>         <C>           <C>
Christian J.-F. Rochet       2007   E216,000 (5)    --    E807,000    --         --           --            --        E1,023,000 (5)
(PEO) (1)                    2006   E180,000 (5)    --          --    --         --           --            --          E180,000 (5)
                             2005   E120,000 (5)    --          --    --         --           --            --          E120,000 (5)


Ernst Luebke (PFO) (2)       2007   E216,000 (5)    --    E672,000    --         --           --            --          E888,000 (5)
                             2006   E180,000 (5)    --          --    --         --           --            --          E180,000 (5)
                             2005   E120,000 (5)    --          --    --         --           --            --          E120,000 (5)


Sylvain Fleury, Ph. D. (3)   2007   E216,000 (5)    --    E672,000    --         --           --            --          E888,000 (5)
                             2006   E180,000 (5)    --          --    --         --           --            --          E180,000 (5)
                             2005   E120,000 (5)    --          --    --         --           --            --          E120,000 (5)


Marc Girard, DVM, D.Sc. (4)  2007    E48,000 (5)    --          --    --         --           --            --           E48,000 (5)
                             2006    E48,000 (5)    --          --    --         --           --            --           E48,000 (5)
                             2005    E36,000 (5)    --          --    --         --            --           --           E36,000 (5)

</Table>

(1)  Mr. Rochet has been our President and Chief Executive Officer since July
     31, 2003.

(2)  Mr. Luebke has been our Chief Financial Officer and Treasurer since July
     31, 2003 and our Secretary since August 29, 2003.

(3)  Dr. Fleury has been appointed as our Chief Scientific Officer on November
     3, 2003.

(4)  Professor Girard has been appointed on January 9, 2004 by our Board of
     Directors as Head of Vaccine Development, effective January 15, 2004, under
     a part time consulting agreement formally signed on June 9, 2004.

(5)  See below "Employment Agreements".


                                       41
<PAGE>




The tables entitled "GRANTS OF PLAN-BASED AWARDS," "OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR-END," "OPTION EXERCISES AND STOCK VESTED," "PENSION BENEFITS,"
"NONQUALIFIED DEFERRED COMPENSATION" and "DIRECTOR COMPENSATION" and the
respective discussions related to those tables have been omitted because no
compensation required to be reported in those tables was awarded to, earned by
or paid to any of the named executive officers or directors in any of the
covered fiscal years.

Employment Agreements

Under the Executive Employment Agreement for Christian Rochet, he is employed as
CEO for five years commencing July 1, 2006. Mr. Rochet receives an annual salary
of E216,000 and is entitled to cash bonuses of 3% of all payments to be received
from industry partners of the Company. If Mr. Rochet is terminated without cause
or he terminates for good reason, he is entitled to a lump-sum payment equal to
the greater of 24 months of his salary or the remaining term of his employment
agreement.

Under the Executive Employment Agreement for Ernst Luebke, he is employed as CFO
for five years commencing July 1, 2006. Mr. Luebke receives an annual salary of
E216,000 and is entitled to cash bonuses of 3% of all payments to be received
from industry partners of the Company. If Mr. Luebke is terminated without cause
or he terminates for good reason, he is entitled to a lump-sum payment equal to
the greater of 24 months of his salary or the remaining term of his employment
agreement.

Under the Executive Employment Agreement for Sylvain Fleury, Ph.D., he is
employed as CEO for five years commencing July 1, 2006. Dr. Fleury receives an
annual salary of E216,000 and is entitled to cash bonuses of 3% of all payments
to be received from industry partners of the Company. If Dr. Fleury is
terminated without cause or he terminates for good reason, he is entitled to a
lump-sum payment equal to the greater of 24 months of his salary or the
remaining term of his employment agreement.

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

The following table sets forth information about the beneficial ownership of our
common stock as of March 25, 2008, by: (a) each of our named executive officers;
(b) each of our directors; (c) each person known to us to be the beneficial
owner of more than 5% of our outstanding voting securities; and (d) all of our
current executive officers and directors as a group. The following is based
solely on statements and reports filed with the Securities and Exchange
Commission or other information we believe to be reliable.

There were 189,463,630 shares of our common stock outstanding on March 29, 2008.
We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. Except as indicated by the footnotes below,
we believe, based on the information furnished to us, that the persons and
entities named in the tables below have sole voting and investment power with
respect to all shares of common stock that they beneficially own, subject to
applicable community property laws.

In computing the number of shares of common stock beneficially owned by a person
and the percentage ownership of that person, shares of common stock subject to
options or warrants held by that person that are currently exercisable or
exercisable within 60 days of March 25, 2008, are deemed outstanding. These
shares of common stock, however, are not deemed outstanding for the purposes of
computing the percentage ownership of any other person.



                                       42
<PAGE>


<TABLE>
<CAPTION>
               NAME AND ADDRESS OF                                   AMOUNT AND NATURE OF
                 BENEFICIAL OWNER                   TITLE OF CLASS   BENEFICIAL OWNERSHIP   PERCENT OF CLASS
               -------------------                  --------------   --------------------   ----------------
<S>                                                 <C>              <C>                    <C>
Round Enterprises Ltd.                                  Common            45,164,000             24.09%
St. Peter Port, Guernsey

Ernst Luebke (1)                                        Common            10,079,418(2)           5.37%
Chief Financial Officer, Secretary and Director

Christian Rochet (1)                                    Common             7,377,138(3)           3.94%
Chief Executive Officer, President and Director

Dr. Sylvain Fleury (1)                                  Common             6,500,000(4)           3.47%
Chief Scientific Officer

Dr. Thomas Staehelin (1)                                Common             5,220,000              2.78%
Director

Prof. Marc Girard (1)                                   Common             1,000,000(5)           0.53%
Head of Vaccine Development and member of the SAB

Mr. Ernest M. Stern (1)                                 Common             1,000,000              0.53%
Director and outside Counsel

All current executive officers and                      Common            31,176,556             16.62%
directors as a group (6 persons)

</TABLE>



----------

(1)  Address is Mymetics Corporation, European Executive Office, 14, rue de la
     Colombiere, CH-1260 Nyon (Switzerland).

(2)  Of which 4,079,418 acquired prior to being elected as director and
     appointed as officer, 1,000,000 acquired through conversion of unpaid
     salary and expenses and 5,000,000 acquired as bonus.

(3)  Of which 377,138 acquired prior to being elected as director and appointed
     as officer, 1,000,000 acquired through conversion of unpaid salary and
     expenses and 6,000,000 acquired as bonus.

(4)  Of which 500,000 issued for services, 1,000,000 acquired through conversion
     of unpaid salary and expenses and 5,000,000 acquired as bonus.

(5)  Of which 500,000 issued for services and 500,000 acquired through
     conversion of unpaid fees and expenses.


                                       43
<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
     INDEPENDENCE

During 2006, there were no transactions, and there are currently no proposed
transactions, to which we were, are or will be a party in which the amount
involved exceeds $120,000 and in which any of our directors, executive officers
or holders of more than 5% of our common stock, or an immediate family member of
any of the foregoing, had or will have a direct or indirect interest.

Furthermore, it is our intention to ensure that all future transactions,
including loans, between us and our officers, directors and principal
stockholders and their affiliates are on terms no less favorable to us than
those that we could obtain from unaffiliated third parties.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table provides information about the fees billed to the registrant
for professional services rendered by Peterson Sullivan PLLC during fiscal years
2007 and 2006:

<TABLE>
<CAPTION>
                       2007      2006
                     -------   -------
<S>                  <C>       <C>
Audit Fees           $46,500   $42,788
Audit-Related Fees         -         -
Tax Fees               8,614         -
All Other Fees             -         -
                     -------   -------
Total                $55,114   $42,788
                     =======   =======
</TABLE>

Audit Fees. Audit fees consist of fees for the audit of the registrant's annual
financial statements or services that are normally provided in connection with
statutory and regulatory filings or engagements.

Audit-Related Fees. Audit-related fees consist of fees for assurance and related
services that are reasonably related to the performance of the audit or review
of the registrant's financial statements and are not reported as Audit Fees.
During fiscal 2007 and 2006, the services provided in this category included due
diligence reviews, audits of employee benefit funds, and consulting on
accounting standards and transactions.

Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and
tax planning. During fiscal 2007 and 2006, the services provided in this
category included assistance and advice in relation to the preparation of
corporate income tax returns.

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees or
Tax Fees.

Pre-Approval Policies and Procedures.

Prior to February 14, 2008, our Board of Directors pre-approved all services to
be provided by Peterson Sullivan PLLC.


                                       44
<PAGE>

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

          (a)(1) Index to Financial Statements

                 Independent Auditors' Report

                 Consolidated Balance Sheets

                 Consolidated Statements of Operations and Comprehensive Loss

                 Consolidated Statements of Changes in Shareholders' Equity

                 Consolidated Statements of Cash Flows

                 Notes to Consolidated Financial Statements

          (a)(2) ALL OTHER SCHEDULES HAVE BEEN OMITTED BECAUSE THEY ARE NOT
                 APPLICABLE OR THE REQUIRED INFORMATION IS SHOWN IN THE
                 FINANCIAL STATEMENTS OR NOTES THERETO.

             (3) List of Exhibits

          2.1    Share Exchange Agreement dated December 13, 2001 between the
                 Corporation and the stockholders of Mymetics S.A. listed on the
                 signature page thereto (1)

          2.2    Share Exchange Agreement dated December 13, 2001 between the
                 Company and the stockholders of Mymetics S.A. listed on the
                 signature page thereto (1)

          2.3    Purchase Agreement dated October 17, 1998 between the
                 Company and the majority stockholders of Nazca Holdings
                 Ltd. (2)

          2.4    Amendment to the Purchase Agreement dated October 17, 1998
                 between the Company and the majority stockholders of Nazca
                 Holdings Ltd. (3)

          2.5    Revised Purchase Agreement dated July 28, 1999 between the
                 Company and the majority stockholders of Nazca Holdings
                 Ltd. (4)

          2.6    Share Exchange Agreement dated July 30, 2002 between the
                 Company and the stockholders of Mymetics S.A. listed on the
                 signature page thereto (5)

          3(i)   Articles of Incorporation of the Company (as amended
                 through May 10, 2002) (6)

          3(ii)  Bylaws (7)

          4.1    Form of Specimen Stock Certificate (8)

          4.2    Form of letter regarding Warrant (8)


                                       45
<PAGE>

          4.3    Form of Share Exchange Agreement (8)

          9.1    Voting and Exchange Trust Agreement dated March 19, 2001, among
                 the Company, 6543 Luxembourg S.A. and MFC Merchant Bank
                 S.A. (8)

          10.1   Services Agreement dated May 31, 2001, between the Company
                 and MFC Merchant Bank, S.A.(7)

          10.2   Employment Agreement dated May 3, 2001, between Pierre-Francois
                 Serres and the Company (7)

          10.3   Indemnification Agreement dated March 19, 2001, between the
                 Company and MFC Bancorp Ltd. (7)

          10.4   Agreement dated for reference May 15, 2000, between the
                 Company and Maarten Reidel (7)

          10.5   Preferred Stock Redemption and Conversion Agreement dated for
                 reference December  21, 2000, between the Company and Sutton
                 Park International Ltd. (10)

          10.6   Preferred Stock Conversion Agreement dated for reference
                 December 21, 2000, between the Company and Med Net
                 International Ltd. (11)

          10.7   Preferred Stock Conversion Agreement dated December 21, 2000,
                 between the Company and Dresden Papier GmbH (11)

          10.8   Assignment Agreement dated December 29, 2000, among the
                 Company, Mymetics S.A. and MFC Merchant Bank S.A. (1)


          10.9   Credit Facility Agreement dated July 27, 2000, between MFC
                 Merchant Bank, S.A. and the Company (1)

          10.10  Amended Credit Facility Agreement dated for reference August
                 13, 2001, between MFC Merchant Bank, S.A. and the Company
                 (16)

          10.11  Second Amended Credit Facility Agreement dated for reference
                 February 27, 2002, between MFC Merchant Bank, S.A. and the
                 Company (16)

          10.12  Amended and Restated Credit Facility Agreement dated for
                 reference February 28, 2003, among MFC Merchant Bank, S.A., MFC
                 Bancorp Ltd., and the Company (16)

          10.13  Guarantee dated for reference February 28, 2003, by MFC Bancorp
                 Ltd. to MFC Merchant Bank S.A. (16)

          10.14  Shareholder Agreement dated March 19, 2001, among the Company,
                 the Holders of Class B Exchangeable Preferential Non-Voting
                 Shares of 6543 Luxembourg S.A. signatory thereto and 6543
                 Luxembourg S.A.(8)

          10.15  Support Agreement dated March 19, 2001, between the Company
                 and 6543 Luxembourg S.A. (8)

          10.16  1995 Qualified Incentive Stock Option Plan (12)

          10.17  Amended 1994 Stock Option Plan (13)

          10.18  2001 ICHOR Company Stock Option Plan (7)

          10.19  Employment Agreement dated March 18, 2002, between the
                 Company and Peter P. McCann (14)


                                       46
<PAGE>


          10.20  Consulting Agreement dated August 31, 2001, between the
                 Company and Michael K. Allio (8)

          10.21  Amendment to Consulting Agreement dated August 21, 2002,
                 between the Company and Michael K. Allio (16)

          10.22  Employment Agreement dated March 18, 2002, between the
                 Company and Dr. Joseph D. Mosca (15)

          10.23  Separation Agreement and Release dated January 31, 2003,
                 between the Company and Peter P. McCann (16)

          10.24  Director and Non-Employee Stock Option Agreement dated July 19,
                 2001, between the Company and Robert Demers (8)

          10.25  Director and Non-Employee Stock Option Agreement dated July 19,
                 2001, between the Company and Michael K. Allio (8)

          10.26  Director and Non-Employee Stock Option Agreement dated July 19,
                 2001, between the Company and John M. Musacchio (8)

          10.27  Director and Non-Employee Stock Option Agreement dated July 19,
                 2001, between the Company and Patrice Pactol (8)

          10.28  Director and Non-Employee Stock Option Agreement dated July 19,
                 2001, between the Company and Pierre-Francois Serres (8)

          10.29  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and Pierre-Francois Serres (16)

          10.30  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and Patrice Pactol (16)

          10.31  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and Robert Demers (16)

          10.32  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and John M. Musacchio (16)

          10.33  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and Michael K. Allio (16)

          10.34  Director and Non-Employee Stock Option Agreement dated August
                 21, 2002, between the Company and Michael K. Allio (16)

          10.35  Director and Non-Employee Stock Option Agreement dated June 20,
                 2002, between the Company and Peter P. McCann (16)
          10.36  Director and Non-Employee Stock Option Agreement dated July 23,
                 2002, between the Company and Peter P. McCann (16)

          10.37  Director and Non-Employee Stock Option Agreement dated February
                 6, 2003, between the Company and Peter P. McCann (16)

          10.38  Patent Pledge Agreement dated November __, 2002 among Mymetics
                 S.A., Mymetics Deutschland GmbH, the Company and MFC
                 Merchant Bank S.A. (16)

          10.39  Third Amendment to the Credit Facility Agreement dated for
                 Reference December 31, 2006, between MFC Merchant Bank, S.A.
                 and the Company (17)

          10.40  Fourth Amendment to the Credit Facility Agreement dated for
                 Reference February 16, 2005, between MFC Merchant Bank, S.A.
                 and the Company (17)

          10.41  Consulting Agreement dated for reference January 1, 2004,
                 between the Centre Hospitalier Universitaire Vaudois (CHUV),
                 the Company and Dr. Sylvain Fleury, Ph.D. (18)


                                       47
<PAGE>

          10.42  Consulting Agreement dated for reference January 1, 2004,
                 between the Company and Professor Marc Girard, DVM, D.Sc. (18)

          10.43  Cooperation and Option Agreement dated March 10, 2005, between
                 the Company and Pevion A.G. (18)

          10.44  Consulting Agreement dated March 23, 2005, between the
                 Company and Northern Light International. (18)

          10.45  Sixth Amended Credit Facility Agreement dated for reference
                 December 31, 2005, between MFC Merchant Bank, S.A. and the
                 Company (19)

          10.46  Employment Agreement dated July 1, 2006, between the
                 Company and Dr. Sylvain Fleury (20)

          10.47  Employment Agreement dated July 1, 2006, between the
                 Company and Christian Rochet (20)

          10.48  Employment Agreement dated July 1, 2006, between the
                 Company and Ernst Luebke (20)

          10.49  License Agreement dated March 1, 2007, between the Company and
                 Pevion Biotech Ltd. (21)

          10.50  Settlement Agreement dated March 19, 2007 between Mymetics
                 and MFC Merchant Bank S.A. (22)

          10.51  Co-ownership Agreement dated January 8, 2008 between the
                 Company, INSERM and Pevion Biotech Ltd. (23)

          10.52  Co-ownership Agreement dated January 8, 2008 between the
                 Company and INSERM (23)

          10.53  Exploitation Agreement dated January 8, 2008 between the
                 Company and INSERM (23)

          11.1   Statement Regarding Calculation of Per Share Earnings.

          14.1   Code of Ethics.

          21.1   List of Subsidiaries

          24.1   Powers of Attorney (included on the signature page hereto)

          31.1   Certification of Chief Executive Officer pursuant to Rule
                 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

          31.2   Certification of Chief Financial Officer pursuant to Rule
                 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934

          32.1   Section 1350 Certification of Chief Executive Officer and Chief
                 Financial Officer

----------

(1)  Incorporated by reference to the Company's Schedule 14C filed with the
     Securities and Exchange Commission on April 26, 2001.

(2)  Incorporated by reference to the Company's report on Form 8-K filed with
     the Securities and Exchange Commission on October 22, 1998.

(3)  Incorporated by reference to the Company's report on Form 8-K/A filed with
     the Securities and Exchange Commission on April 15, 1999.

(4)  Incorporated by reference to the Company's report on Form 8-K/A filed with
     the Securities and Exchange Commission on August 13, 1999.


                                       48
<PAGE>

(5)  Incorporated by reference to the Company's Amendment No. 1 to Form
     S-1 filed with the Securities and Exchange Commission on August 8, 2002.

(6)  Incorporated by reference to the Company's report on Form 10-Q for the
     quarter ended March 31, 2002, filed with the Securities and Exchange
     Commission on May 15, 2002.

(7)  Incorporated by reference to the Company's report on Form 10-Q for the
     quarter ended June 30, 2001, filed with the Securities and Exchange
     Commission on August 14, 2001.

(8)  Incorporated by reference to the Companys Registration Statement on
     Form S-1, File No. 333-88782, filed with the Securities and Exchange
     Commission on May 22, 2002.

(9)  Incorporated by reference to the Company's report on Form 8-K/A filed with
     the Securities and Exchange Commission on August 9, 2000.

(10) Incorporated by reference to Schedule 13D/A filed by MFC Bancorp Ltd. with
     the Securities and Exchange Commission on dated January 2, 2001.

(11) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2000, filed with the Securities and Exchange
     Commission on March 14, 2001.

(12) Incorporate by reference to the Company's Registration Statement on
     Form S-8, File No. 333-15831, filed with the Securities and Exchange
     Commission on November 8, 1996.

(13) Incorporated by reference to the Company's Registration Statement on
     Form S-8, File No. 333-15829, filed with the Securities and Exchange
     Commission on November 8, 1996.

(14) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2004, and filed with the Securities and
     Exchange Commission on March 29, 2002.

(15) Incorporated by reference to the Company's report on Form 10-Q for the
     quarter ended March 31, 2002, filed with the Securities and Exchange
     Commission on May 15, 2002.

(16) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2005, and filed with the Securities and
     Exchange Commission on March 27, 2003.

(17) Incorporated by reference to the Company's report on Form 8-K filed With
     the Securities and Exchange Commission on February 18, 2005.

(18) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2004, filed with the Securities and Exchange
     Commission on March 30, 2005.

(19) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2005, filed with the Securities and Exchange
     Commission on April 17, 2006.

(20) Incorporated by reference to the Company's report on Form 10-Q for the
     period ended June 30, 2006, and filed with the Securities and Exchange
     Commission on August 21, 2006.

(21) Incorporated by reference to the Company's report on Form 10-K for the
     fiscal year ended December 31, 2006, filed with the Securities and Exchange
     Commission on April 17, 2007.

(22) Incorporated by reference to the Company's report on Form 8-K filed With
     the Securities and Exchange Commission on March 21, 2007.

(23) Incorporated by reference to the Company's report on Form 8-K filed With
     the Securities and Exchange Commission on January 14, 2008.




                                       49
<PAGE>
     (c) Financial Statements



                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders
Mymetics Corporation and Subsidiaries


We have audited the accompanying consolidated balance sheets of Mymetics
Corporation (a development stage company) and Subsidiaries as of December 31,
2007 and 2006, and the related consolidated statements of operations and
comprehensive loss, changes in shareholders' equity (deficit), and cash flows
for each of the years in the three-year period ended December 31, 2007, and for
the period from May 2, 1990 (inception) to December 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Mymetics Corporation
(a development stage company) and Subsidiaries as of December 31, 2007 and 2006,
and the results of their operations and their cash flows for each of the years
in the three-year period ended December 31, 2007, and for the period from May 2,
1990 (inception) to December 31, 2007, in conformity with accounting principles
generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company has not developed a commercially
viable product and, therefore, has not been able to generate revenues, which has
resulted in significant losses. Further, the Company's current liabilities
exceed its current assets by Euro 4,046,000 as of December 31, 2007, and there
is no assurance that cash will become available to pay current liabilities in
the near term. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans regarding these
matters are also described in Note 1. These consolidated financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.


/S/ PETERSON SULLIVAN PLLC


Seattle, Washington
April 5, 2008



                                       50
<PAGE>


                              MYMETICS CORPORATION AND SUBSIDIARIES
                                  (A Development Stage Company)
                                   CONSOLIDATED BALANCE SHEETS
                                   December 31, 2007 and 2006
                                    (In Thousands of Euros)

<TABLE>
<CAPTION>
                                                                              2007       2006
                                                                            --------   --------
<S>                                                                         <C>        <C>
                                  ASSETS
Current Assets
   Cash                                                                     E    159   E     29
   Short-term investments                                                         60         --
   Receivables officer                                                            71         --
   Receivables other                                                              --         15
   Prepaid expenses                                                               27         16
                                                                            --------   --------
      Total current assets                                                       317         60
Deposit                                                                           --        300
                                                                            --------   --------
                                                                            E    317   E    360
                                                                            ========   ========

              LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
   Accounts payable                                                         E  2,307   E  1,933
   Taxes and social costs payable                                                  4          5
   Current portion of note payable                                             2,000      4,372
   Other                                                                          52        288
                                                                            --------   --------
      Total current liabilities                                                4,363      6,598
Payable to Shareholders                                                           --        242
Note Payable, less current portion                                               150         --
                                                                            --------   --------
      Total liabilities                                                        4,513      6,840
Shareholders' Equity (Deficit)
      Common stock, U.S. $.01 par value;
         495,000,000 shares authorized; issued and outstanding 186,963,630
         at December 31, 2007 and 110,690,464 at December 31, 2006             1,694      1,061
      Common stock issuable, 500,000 at December 31, 2007 and 330,000
         At December 31, 2006                                                      3          3
      Preferred stock, U.S. $.01 par value;
         5,000,000 shares authorized; none issued or outstanding                  --         --
      Additional paid-in capital                                              18,401      7,381
      Deficit accumulated during the development stage                       (24,966)   (15,672)
      Accumulated other comprehensive income                                     672        747
                                                                            --------   --------
                                                                              (4,196)    (6,480)
                                                                            --------   --------
                                                                            E    317   E    360
                                                                            ========   ========
</TABLE>

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



                                       51
<PAGE>


                      MYMETICS CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
          CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
             For the Years Ended December 31, 2007, 2006 and 2005,
        and the Period from May 2, 1990 (Inception) to December 31, 2007
                 (In Thousands of Euros, Except Per Share Data)

<TABLE>
<CAPTION>
                                                                   Accumulated
                                                                      During
                                                                   Development
                                                                      Stage
                                                                 (May 2, 1990 to
                                                                   December 31,
                                     2007      2006      2005         2007)
                                   -------   -------   -------   ---------------
<S>                                <C>       <C>       <C>       <C>
Revenues
   Sales                           E    --   E    --   E    --      E    224
   Interest                             --        --        --            34
   Gain on extinguishment of debt      774        --        --           774
                                   -------   -------   -------      --------
                                       774        --        --         1,032
Expenses
   Research and development          5,981       543       489        11,610
   General and administrative        3,945       723     1,138        11,068
   Bank fee                             --        --        --           935
   Interest                            138       267       222         1,369
   Goodwill impairment                  --        --        --           209
   Amortization                         --        52        80           513
   Directors' fees                      --        --        --           274
   Other                                --        --        10            10
                                   -------   -------   -------      --------
                                    10,064     1,585     1,939        25,988
                                   -------   -------   -------      --------
Loss before income tax provision    (9,290)   (1,585)   (1,939)      (24,956)
Income tax provision                    (4)       --        --           (10)
                                   -------   -------   -------      --------
   Net loss                         (9,294)   (1,585)   (1,939)      (24,966)

Other comprehensive income
   Foreign currency translation
      adjustment                       (75)        4      (98)           672
                                   -------   -------   -------      --------
Comprehensive loss                 E(9,369)  E(1,581)  E(2,037)     E(24,294)
                                   =======   =======   =======      ========
Basic and diluted loss per share   E (0.06)  E (0.02)  E (0.03)
                                   =======   =======   =======
</TABLE>

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



                                       52
<PAGE>



                      MYMETICS CORPORATION AND SUBSIDIARIES
                          (A Development Stage Company)
       CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
        For the Period from May 2, 1990 (Inception) to December 31, 2007
                             (In Thousands of Euros)

<TABLE>
<CAPTION>

                                                                                                            Accumulated
                                                                                                               Other
                                                                                               Deficit    Comprehensive
                                                                                             Accumulated  Income - Foreign
                                                                                 Additional   During the     Currency
                                                Date of      Number of     Par     Paid-in   Development     Translation
                                              Transaction     Shares      Value    Capital      Stage        Adjustment     Total
                                            --------------  ----------    -----  ----------  -----------  ----------------  -----
<S>                                         <C>             <C>           <C>    <C>         <C>             <C>           <C>
Balance at May 2, 1990
   Shares issued for cash                      June 1990    33,311,361     E119    E   --     E     --          E   --     E   119
   Net losses to December 31, 1999                                  --       --        --         (376)             --        (376)
Balance at December 31, 1999                                33,311,361      119        --         (376)             --        (257)
                                                            ----------     ----    ------     --------          ------     -------
   Bank fee                                                         --       --       806           --              --         806
   Net loss for the year                                            --       --        --       (1,314)             --      (1,314)
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2000                                33,311,361      119       806       (1,690)             --        (765)
   Effect on capital structure resulting
      from a business combination              March 2001    8,165,830      354      (354)          --              --          --
   Issuance of stock purchase warrants in
      connection with credit facility
      (restated)                               March 2001           --       --        210          --              --         210
   Issuance of shares for bank fee             March 2001    1,800,000       21       (21)          --              --          --
   Issuance of shares for bank fee             June 2001       225,144        3        (3)          --              --          --
   Issuance of shares for cash                 June 2001     1,333,333       15     2,109           --              --       2,124
   Exercise of stock purchase warrants in
   repayment of debt                           June 2001     1,176,294       13       259           --              --         272
   Exercise of stock purchase warrants for
      cash                                   December 2001   3,250,000       37       563           --              --         600
   Net loss for the year (restated)                                 --       --        --       (1,848)             --      (1,848)
   Translation adjustment                                           --       --        --           --             100         100
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2001                                49,261,962      562     3,569       (3,538)            100         693
   Exercise of stock options                  March 2002        10,000       --         8           --              --           8
   Issuance of stock purchase warrants for
   bank fee                                    June 2002            --       --        63           --              --          63
   Exercise of stock purchase warrants in
      repayment of debt                        July 2002     1,625,567       16       396           --              --         412
   Issuance of remaining shares from 2001
      business combination                    August 2002       46,976        1        (1)          --              --          --
   Net loss for the year                                            --       --        --       (3,622)             --      (3,622)
   Translation adjustment                                           --       --        --           --              97          97
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2002                                50,944,505      579     4,035       (7,160)            197      (2,349)
                                                            ==========     ====    ======     ========          ======     =======

</TABLE>


                                       53
<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Accumulated
                                                                                                               Other
                                                                                               Deficit    Comprehensive
                                                                                             Accumulated  Income - Foreign
                                                                                 Additional   During the     Currency
                                                Date of      Number of     Par     Paid-in   Development     Translation
                                              Transaction     Shares      Value    Capital      Stage        Adjustment     Total
                                            --------------  ----------    -----  ----------  -----------  ----------------  -----
<S>                                         <C>             <C>           <C>    <C>         <C>             <C>           <C>

   Issuance of shares for services          September 2003     400,000        4        29           --              --          33
   Shares retired                            October 2003          (51)       -         -           --              --          --
   Issuance of shares for services           November 2003   1,500,000       12       100           --              --         112
   Issuance of shares for cash               December 2003   1,500,000       12       113           --              --         125
   Issuance of stock purchase warrants for
      financing fee                          December 2003          --       --        12           --              --          12
   Net loss for the year                                            --       --        --       (2,786)             --      (2,786)
   Translation adjustment                                           --       --        --           --             453         453
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2003                                54,344,454      607     4,289       (9,946)            650      (4,400)
                                                            ==========     ====    ======     ========          ======     =======
   Issuance of shares for services           January 2004      550,000        5        27           --              --          32
   Issuance of shares for cash               January 2004    2,000,000       17       150           --              --         167
   Issuance of stock purchase warrants for
      financing fee                          January 2004           --       --        40           --              --          40
   Issuance of shares for cash               February 2004   2,500,000       21       187           --              --         208
   Issuance of stock purchase warrants for
      financing fee                          February 2004          --       --        62           --              --          62
   Issuance of shares for services            April 2004       120,000        1        11           --              --          12
   Issuance of shares for bank fee             May 2004        500,000        4        62           --              --          66
   Issuance of shares for cash                 May 2004      2,000,000       16       148           --              --         164
   Issuance of shares for services            August 2004      250,000        2        26           --              --          28
   Issuance of shares for cash                August 2004    1,466,667       12       128           --              --         140
   Issuance of stock purchase warrants for
      financing fee                           August 2004           --       --        46           --              --          46
   Issuance of shares for services          September 2004     520,000        4        29           --              --          33
   Issuance of shares for cash              September 2004      50,000       --         4           --              --           4
   Issuance of shares for services           October 2004    2,106,743       16       132           --              --         148
   Issuance of shares for services           November 2004   2,000,000       15       177           --              --         192
   Issuance of shares for cash               November 2004      40,000       --         4           --              --           4
   Net loss for the year                                            --       --        --       (2,202)             --      (2,202)
   Translation adjustment                                           --       --        --           --             191         191
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2004                                68,447,864     E720    E5,522     E(12,148)           E841     E(5,065)
                                                            ==========     ====    ======     ========          ======     =======
   Issuance of shares for services           January 2005      500,000        4        83          --               --          87
   Issuance of shares for services            March 2005       200,000        2        33          --               --          35
   Issuance of shares for services            March 2005     1,500,000       11       247          --               --         258
   Issuance of shares for services            April 2005        60,000        1        10          --               --          11
   Issuance of shares for cash                 May 2005         52,000       --         5          --               --           5
   Issuance of shares for cash                 June 2005        50,000       --         3          --               --           3
   Issuance of shares for cash                 June 2005        50,000       --         3          --               --           3
   Issuance of shares for cash                 June 2005       343,500        3        14          --               --          17
   Issuance of shares for cash                 June 2005        83,300        1         3          --               --           4
   Issuance of shares for cash                 June 2005       100,000        1         4          --               --           5
   Issuance of shares for cash                 July 2005       144,516        1         6          --               --           7
   Issuance of shares for cash                 July 2005       144,516        1         6          --               --           7
   Issuance of shares for cash                 July 2005       144,516        1         6          --               --           7
   Issuance of shares for cash                August 2005      206,452        2         8          --               --          10
   Issuance of shares for cash                August 2005       50,000       --         2          --               --           2
   Issuance of shares for services          September 2005     500,000        4         8          --               --          12
   Issuance of shares for services          September 2005     500,000        4         8          --               --          12
   Issuance of shares for services          September 2005     500,000        4         8          --               --          12
   Issuance of shares for services          September 2005     300,000        3         5          --               --           8
   Issuance of shares for services          September 2005      68,000        1         1          --               --           2
   Issuance of shares for services          September 2005     173,200        1         3          --               --           4
   Issuance of shares for cash               October 2005       87,459        1         2          --               --           3
   Issuance of shares for services           October 2005      185,000        2         6          --               --           8
   Issuance of shares for cash               October 2005      174,918        1         5          --               --           6
   Issuance of shares for cash               October 2005      116,612        1         3          --               --           4
   Issuance of shares for cash               November 2005     116,611        1         3          --               --           4
   Issuance of shares for cash               November 2005     390,667        3         3          --               --           6
   Issuance of shares for services           November 2005      20,000       --        --          --               --          --
   Issuance of shares for services           November 2005      20,000       --        --          --               --          --
   Issuance of shares for services           November 2005      20,000       --        --          --               --          --
   Issuance of shares for services           November 2005     500,000        5         9          --               --          14
   Issuance of shares for services           December 2005     140,000        2         2          --               --           4
   Issuance of shares for cash               December 2005     390,667        3         3          --               --           6
   Issuance of shares for cash               December 2005     390,666        3         3          --               --           6
   Issuance of shares for cash               December 2005   6,000,000       50       200          --               --         250
   Net loss for the year                                            --       --        --       (1,939)             --      (1,939)
   Translation adjustment                                           --       --        --           --             (98)        (98)
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2005                                82,670,464      837     6,227      (14,087)            743      (6,280)
                                                            ==========     ====    ======     ========          ======     =======
</TABLE>


                                       54
<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Accumulated
                                                                                                               Other
                                                                                               Deficit    Comprehensive
                                                                                             Accumulated  Income - Foreign
                                                                                 Additional   During the     Currency
                                                Date of      Number of     Par     Paid-in   Development     Translation
                                              Transaction     Shares      Value    Capital      Stage        Adjustment     Total
                                            --------------  ----------    -----  ----------  -----------  ----------------  -----
<S>                                         <C>             <C>           <C>    <C>         <C>             <C>           <C>
   Issuance of shares for services           January 2006    2,500,000       21        31          --               --          52
   Issuance of shares for cash               January 2006    4,000,000       33       132          --               --         165
   Issuance of shares for services           January 2006      100,000        1         2          --               --           3
   Issuance of shares for cash                March 2006     1,500,000       12        38          --               --          50
   Issuance of shares for cash                March 2006     2,500,000       21        62          --               --          83
   Issuance of shares for cash                March 2006       250,000        2         6          --               --           8
   Issuance of shares for cash                March 2006     1,500,000       12        38          --               --          50
   Issuance of shares for services            April 2006       100,000        1         4          --               --           5
   Issuance of shares for cash                 May 2006        300,000        2         3          --               --           5
   Issuance of shares for cash                 May 2006        300,000        3         7          --               --          10
   Issuance of shares for cash                 May 2006      2,350,000       18        82          --               --         100
   Debt Conversion -- non cash                  May 2006     1,000,000        8        31          --               --          39
   Issuance of shares for cash                 June 2006     2,600,000       20        80          --               --         100
   Debt Conversion -- non cash                 July 2006     1,000,000        8        72          --               --          80
   Debt Conversion -- non cash                 July 2006     1,000,000        8        72          --               --          80
   Debt Conversion -- non cash                 July 2006     1,000,000        8        72          --               --          80
   Debt Conversion -- non cash                 July 2006       500,000        4        36          --               --          40
   Issuance of shares for services           November 2006     300,000        2         4          --               --           6
   Issuance of shares for cash               November 2006   1,300,000       10        90          --               --         100
   Issuance of shares for cash               November 2006   1,280,000       10        90          --               --         100
   Issuance of shares for cash               December 2006   1,320,000       10        90          --               --         100
   Issuance of shares for cash               December 2006   1,320,000       10        90          --               --         100
   Issuance of shares for cash               December 2006     330,000        3        22          --               --          25
   Net loss for the year                                            --       --        --       (1,585)             --      (1,585)
   Translation adjustment                                           --       --        --          --                4           4
                                                            ----------     ----    ------     --------          ------     -------
Balance at December 31, 2006                               111,020,464    1,064     7,381      (15,672)            747      (6,480)
                                                           ===========    =====    ======     ========          ======     =======

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

</TABLE>

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


                                       55
<PAGE>



                      MYMETICS CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
          For the Years Ended December 31, 2007, 2006 and 2005 and the
            Period from May 2, 1990 (Inception) to December 31, 2007
                             (In Thousands of Euros)

<TABLE>
<CAPTION>
                                                                                           Total
                                                                                        Accumulated
                                                                                           During
                                                                                        Development
                                                                                           Stage
                                                                                      (May 2, 1990 to
                                                                                        December 31,
                                                          2007      2006      2005         2007)
                                                        -------   -------   -------   ---------------
<S>                                                     <C>       <C>       <C>       <C>
Cash Flows from Operating Activities
   Net loss                                             E(9,294)  E(1,585)  E(1,939)     E(24,966)
   Adjustments to reconcile net loss to net cash
      used in operating activities
      Amortization                                           --        52        80           513
      Goodwill impairment                                    --        --        --           209
      Fees paid in warrants                                  --        --        --           223
      Gain on extinguishment of debt                       (774)       --        --          (774)
      Services and fees paid in common stock              2,590        66       466         4,584
      Amortization of debt discount                          --        --        --           210
      Changes in operating assets and liabilities,
         net of effects from reverse purchase
         Receivables                                        (56)       27        68           (33)
         Accounts payable                                 1,148       118       604         3,063
         Taxes and social costs payable                      (1)      (10)      (25)            4
         Other                                             (247)      (27)      185            73
                                                        -------   -------   -------      --------
            Net cash used in operating activities        (6,634)   (1,359)     (561)      (16,894)
Cash Flows from Investing Activities
   Patents and other                                        300      (300)      (52)         (393)
   Short-term investments                                   (60)       --        --           (60)
   Cash acquired in reverse purchase                         --        --        --            13
                                                        -------   -------   -------      --------
            Net cash provided by (used in)
                investing activities                        240      (300)      (52)         (440)
Cash Flows from Financing Activities
   Proceeds from the issuance of
      common stock and warrants                           5,360       996       356        10,375
   Borrowings from shareholders                             730        --        --           972
   Increase in note payable and other
      short-term advances                                 1,999       618       425         7,094
   Decrease in notes payable and other
   short-term advances                                   (1,490)       --        --        (1,490)
   Loan fees                                                 --        --        --          (130)
                                                        -------   -------   -------      --------
            Net cash provided by financing activities     6,599     1,614       781        16,821
Effect of exchange rate changes on cash                     (75)        4       (98)          672
                                                        -------   -------   -------      --------
            Net increase (decrease) in cash                 130       (41)       70           159
Cash, beginning of period                                    29        70        --            --
                                                        -------   -------   -------      --------
Cash, end of period                                     E   159   E    29   E    70      E    159
                                                        =======   =======   =======      ========
</TABLE>

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


                                       56
<PAGE>


                      MYMETICS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. The Company and Summary of Significant Accounting Policies

Basis of Presentation

The amounts in the notes are rounded to the nearest thousand except for per
share amounts.

Mymetics Corporation (the "Company") was created for the purpose of engaging in
research and development of human health products. Its main research efforts
have been concentrated in the prevention and treatment of the AIDS virus. The
Company has established a network which enables it to work with education
centers, research centers, pharmaceutical laboratories and biotechnology
companies.

These financial statements have been prepared treating the Company as a
development stage company. As of December 31, 2007, the Company had not
performed any clinical testing and a commercially viable product is not expected
for several more years. As such, the Company has not generated significant
revenues. Revenues reported by the Company for 2007 consist of an incidental
gain on extinguishment of debt. For the purpose of these financial statements,
the development stage started May 2, 1990.

These financial statements have also been prepared assuming the Company will
continue as a going concern. The Company has experienced significant losses
since inception resulting in a deficit accumulated during the development stage
of E24,966 at December 31, 2007. Deficits in operating cash flows since
inception have been financed through debt and equity funding sources. In order
to remain a going concern and continue the Company's research and development
activities, management intends to seek additional funding. Further, the
Company's current liabilities exceed its current assets by E4,046 as of December
31, 2007, and there is no assurance that cash will become available to pay
current liabilities in the near term. Management is seeking additional financing
but there can be no assurance that management will be successful in any of those
efforts.

The company is focusing its efforts on funding its on-going expenses through
high net worth individuals located in Switzerland. To date, these individuals
have purchased restricted common shares at prices at a premium to the market
price of Mymetics shares and have introduced management to other high net worth
individuals who have a similar interest in the Company's science and mission.
The Company expects to continue to rely on its existing high net worth
shareholders and new individuals who they know to meet its expenses during the
next 12 months.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany accounts and transactions have been
eliminated.

Foreign Currency Translation

The Company translates non-Euro assets and liabilities of its subsidiaries at
the rate of exchange at the balance sheet date. Revenues and expenses are
translated at the average rate of exchange throughout the year. Unrealized gains
or losses from these translations are reported as a separate component of
comprehensive income. Transaction gains or losses are included in general and
administrative expenses in the consolidated statements of operations. The
translation adjustments do not recognize the effect of income tax because the
Company expects to reinvest the amounts indefinitely in operations. The
Company's reporting currency is the Euro because substantially all of the
Company's activities are conducted in Europe.

Cash

Cash deposits are occasionally in excess of insured amounts. Interest paid was
E138 in 2007, E267 in 2006 and E222 in 2005. The Company has paid no income tax
since its inception.

Short Term Investments

Short term investments consist of time deposits with initial three-month
maturities. Short term investments are reported at market value which
approximates cost and there were no gains or losses in 2007


                                       57
<PAGE>

Revenue Recognition

Revenue related to the sale of products is recognized when all of the following
conditions are met: persuasive evidence of an arrangement exists, delivery has
occurred, the price is fixed or determinable, and collectibility is reasonably
assured.

Receivables

Receivables are stated at their outstanding principal balances. Management
reviews the collectibility of receivables on a periodic basis and determines the
appropriate amount of any allowance. Based on this review procedure, management
has determined that the allowances at December 31, 2007 and 2006 are sufficient.
The Company charges off receivables to the allowance when management determines
that a receivable is not collectible. The Company may retain a security interest
in the products sold.

Goodwill and Other Intangibles

As required, the Company adopted Statement of Financial Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," beginning January 1, 2002. Under
this standard, goodwill of a reporting unit and intangible assets that have
indefinite useful lives are not amortized but are tested annually for
impairment. Intangible assets with a finite life are amortized over their
estimated useful lives.

Current liabilities

Current liabilities include E2,000,000 due to Pevion Biotech Ltd. as partial
payment related to the Company's acquisition of Pevion's malaria vaccine
project, E83,000 due to Company officers and the balance to various suppliers.

Research and Development

Research and development costs are expensed as incurred.

Taxes on Income

The Company accounts for income taxes under an asset and liability approach that
requires the recognition of deferred tax assets and liabilities for expected
future tax consequences of events that have been recognized in the Company's
financial statements or tax returns. In estimating future tax consequences, the
Company generally considers all expected future events other than enactments of
changes in the tax laws or rates.

In July 2006, the Financial Accounting Standards Board ("FASB") issued FASB
interpretation No. 48 ("FIN No. 48"). This interpretation clarifies the
accounting for uncertainty in income taxes recognized in a company's financial
statements in accordance with Statement of Financial Accounting Standard
("SFAS") No. 109. This interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken in a tax return. It also provides guidance on
derecognition, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN No. 48 is effective for fiscal years
beginning after December 15, 2006. The adoption of this interpretation did not
have a material impact on the Company's results of operations or financial
position.

As such, the Company has not recorded any liabilities for uncertain tax
positions or any related interest and penalties. The Company's United States tax
returns are open to audit for the years ended December 31, 2004 to 2007.

Earnings per Share

Basic earnings per share is computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding in the
period. The weighted average number of shares (including shares issuable) was
156,418,377 for the year ended December 31, 2007, 99,716,382 for the year ended
December 31, 2006, and 71,972,491 for the year ended December 31, 2005. Diluted
earnings per share takes into consideration common shares outstanding (computed
under basic earnings per share) and potentially dilutive securities. Options
were not included in the computation of diluted earnings per share because their
effect would be anti-dilutive due to net losses incurred.


                                       58
<PAGE>

Preferred Stock

The Company has authorized 5,000,000 shares of preferred stock. No shares are
issued or outstanding at December 31, 2007. The preferred stock is issuable in
several series with varying dividend, conversion and voting rights. The specific
series and rights will be determined upon any issuance of preferred stock.

Stock-Based Compensation

On January 1, 2006, the Company adopted the fair value recognition provisions of
FAS No. 123(R), Share-Based Payment, ("FAS 123R"). Prior to January 1, 2006, the
Company accounted for stock-based payments under the recognition and measurement
provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees ("APB
25"), and related Interpretations, as permitted by FAS No. 123, Accounting for
Stock-Based Compensation ("FAS 123"). In accordance with APB 25, no compensation
cost was required to be recognized for options granted that had an exercise
price equal to the market value of the underlying common stock on the date of
grant.

The Company adopted FAS 123R using the modified-prospective transition method.
Under that transition method, compensation cost recognized for the year ended
December 31, 2006 and thereafter will include: (a) compensation cost for all
share-based payments granted prior to, but not yet vested as of January 1, 2006,
based on the grant-date fair value estimated in accordance with the original
provisions of FAS 123, and (b) compensation cost for all share-based payments
granted subsequent to January 1, 2006, based on the grant-date fair value
estimated in accordance with the provisions of FAS 123R. The financial results
for the prior periods have not been restated. The Company will amortize stock
compensation cost ratably over the requisite service period.

There were no options issued in 2007, 2006 and 2005, and there were no stock
options that vested in any of these years.

The issuance of common shares for services is recorded at the quoted price of
the shares on the date the services are rendered.

Estimates

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations"
("SFAS 141(R)"), which replaces SFAS No. 141. SFAS No. 141(R) establishes
principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
any non-controlling interest in the acquiree and the goodwill acquired. The
Statement also establishes disclosure requirements which will enable users to
evaluate the nature and financial effects of the business combination. SFAS
141(R) is effective for fiscal years beginning after December 15, 2008. The
adoption of SFAS 141(R) will have an impact on accounting for business
combinations once adopted, but the effect is dependent upon acquisitions at that
time.

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements -- an amendment of Accounting Research
Bulletin No. 51" ("SFAS 160"), which establishes accounting and reporting
standards for ownership interests in subsidiaries held by parties other than the
parent, the amount of consolidated net income attributable to the parent and to
the noncontrolling interest, changes in a parent's ownership interest and the
valuation of retained non-controlling equity investments when a subsidiary is
deconsolidated. The Statement also establishes reporting requirements that
provide sufficient disclosures that clearly identify and distinguish between the
interests of the parent and the interests of the non-controlling owners. SFAS
160 is effective for fiscal years beginning after December 15, 2008. The Company
has not determined the effect that the application of SFAS 160 will have on its
consolidated financial statements.

In June 2007, the FASB ratified EITF 07-3, "Accounting for Nonrefundable Advance
Payments for Goods or Services Received for Use in Future Research and
Development Activities".



                                       59
<PAGE>

EITF 07-3 requires that nonrefundable advance payments for goods or services
that will be used or rendered for future research and development activities be
deferred and capitalized and recognized as an expense as the goods are delivered
or the related services are performed. On a prospective basis, the Company will
capitalize prepaid research and development costs in accordance with this
guidance.

Fair Values of Financial Instruments

The Company generally has the following financial instruments: cash, short-term
investments, accounts receivable, accounts payable, and convertible notes
payable. The carrying value of cash, accounts receivable and accounts payable
approximate their fair value based on the short-term nature of these financial
instruments. The Company adjusts the carrying value of its short-term
investments to fair value with any unrecognized gains or losses recorded as a
component of "Accumulated Other Comprehensive Income" and thus the carrying
value equals fair value. Due to the short term nature of the convertible notes
payable, management estimates that the fair value approximates carrying value.

Concentrations

The Company enters into scientific collaboration agreements with selected
partners such as Pevion Biotech Ltd., a Swiss company that granted Mymetics
exclusive licenses to use their Virosome(R) vaccine delivery technology in
conjunction with the Company's AIDS and malaria preventive vaccines under
development. Under this agreement, Pevion Biotech is committed to supply the
actual Virosomes and perform their integration with the Company's antigens,
which requires proprietary know-how, at Pevion's premises. The agreement
includes specific mechanisms to mitigate the risk of losing a key component of
Mymetics' vaccines should Pevion become unable to live up to its commitment.

Note 2. Receivables

<TABLE>
<CAPTION>
                                    2007 2006
                                  ----   ----
<S>                               <C>    <C>
Trade receivables                  E--    E--
Value added tax refund              --     15
Officer overdraft                   71     --
                                   ---    ---
                                    71     15
Allowance for doubtful accounts     --     --
                                   ---    ---
                                   E71    E15
                                   ===    ===
</TABLE>

Note 3. Deposits

Other assets consisted of refundable purchase deposits on licenses for Virosome
technology to be used in the AIDS vaccine. The amount was expensed when the
agreement was completed.

Note 4. Transactions With Affiliates

The Company had a non-revolving term credit facility with MFC Merchant Bank S.A.
which allowed the Company to borrow up to E3,700 at LIBOR plus 4% collateralized
by all of the Company's assets plus any future patents. The Company owed E4,372
under this facility as of December 31, 2006.

The agreement allowed MFC Bank to convert the loan balance into common stock at
U.S.$0.30 per share.

The Company incurred fees of E52 (paid with shares of the Company) to MFC Bank
in 2006, related to management and financing services.


                                       60
<PAGE>

In January 2006, the Company issued 2,500,000 shares of common stock to MFC Bank
as consideration for the bank's extension of the due date of the note payable to
the bank. The Company recorded a bank fee for E52 as a result of this issuance.

On March 19, 2007 the Company entered into a Settlement Agreement with MFC
Merchant Bank S.A. to dismiss with prejudice the lawsuits in Delaware and New
York that Mymetics brought against MFC, KHD Humboldt Wedag International, Ltd.
(f/k/a MFCBancorp., Ltd.), the parent company of MFC, and certain of MFC's prior
and present officers and directors in which Mymetics challenged the validity of
the credit facility agreement. Under the terms of the Settlement Agreement,
Mymetics agreed to pay E1.49 million in cash and to issue 12.5 million
restricted shares of its common stock to convert the remaining debt to equity.
MFC agreed to terminate the E4.02 million credit facility agreement, ending any
further payments or obligations of Mymetics under the credit facility agreement
and releasing from its blanket security interest all assets of Mymetics,
including Mymetics' intellectual property.

Two of our major shareholders have made available an aggregate E2,150,000 in the
form of convertible, unsecured notes, the details of which are:




<TABLE>
<CAPTION>

                                      Principal         Issue          Duration     Interest    Conversion
Lender                                 Amount            Date           (Note)        Rate        Price
------                               -----------      ----------       --------     --------    ----------
<C>                                  <C>              <C>             <C>          <C>         <C>

Eardley Holding A.G. (1)             E   150,000      06/23/2006         (3)         10% pa      US$ 0.50

Anglo Irish Bank (Suisse) S.A. (2)   E   500,000      10/21/2007         (4)         10% pa      US$ 0.50

Round Enterprises Ltd.               E 1,500,000      12/10/2007         (5)         10% pa      US$ 0.50

</TABLE>


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


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


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


(4)  The earlier of (i) three days after the Company receives its first draw
     down payment from a group of Investors investing a minimum of five million
     Dollars, which management expects to occur in 2008, or (ii) upon an event
     of default


(5)  The earlier of (i) June 30, 2008 or (ii) upon an event of default



                                       61
<PAGE>



Note 5. Income Taxes

The reconciliation of income tax on income computed at the federal statutory
rates to income tax expense is as follows:

<TABLE>
<CAPTION>
                                                   2007    2006    2005
                                                   ----    ----    ----
<S>                                              <C>      <C>     <C>
U.S. Federal statutory rates on loss from
   operations                                    E(3,160)  E(539)  E(659)
Effect of exchange rate changes on
   U.S. net operating loss carryforward              639     257    (235)
Increase in valuation allowance                    3,546     282     894
Prior year losses not previously recognized
   and other                                      (1,021)     --      --
                                                 -------   -----   -----
Income tax provision                             E     4   E  --   E  --
                                                 =======   =====   =====
</TABLE>

Deferred tax asset is composed of the following:

<TABLE>
<CAPTION>
                                                                       2007      2006
                                                                     -------   -------
<S> <C> <C>
Difference in book and tax basis of amounts payable to shareholder   E    --   E    82
Licenses capitalized for United States tax purposes                    1,598        --
Net operating loss carryforwards
   United States                                                       5,586     2,489
   France                                                                 --     1,238
   Luxembourg                                                            171        --
                                                                     -------   -------
                                                                       7,355     3,809
Less valuation allowance for deferred tax asset                       (7,355)   (3,809)
                                                                     -------   -------
Net deferred tax asset                                               E    --   E    --
                                                                     =======   =======
</TABLE>




                                       62
<PAGE>



The Company's provision for income taxes was derived from U.S., Luxembourg and
French operations. At December 31, 2007, the Company had estimated net operating
loss carryforwards which expire as follows (the Luxembourg losses do not
expire):

<TABLE>
<CAPTION>
            United
            States   Luxembourg
            ------   ----------
<S>        <C>        <C>
2006       E    --
2007            --
2008            --
2009            --
2010            --
2011-2027   16,429
           -------      ----
           E16,429      E779
           =======      ====
</TABLE>

The prior French losses are assumed to be lost due to the expected liquidation
of Mymetics S.A..

Note 6. Stock Option Plan

2001 Qualified Incentive Stock Option Plan

The Company's board of directors approved a stock option plan on June 15, 2001,
which provides for the issuance of up to 5,000,000 shares of the Company's
common stock to employees and non-employee directors. No options were issued in
2005, 2006 OR 2007. The following table summarizes information with respect to
this plan:

<TABLE>
<CAPTION>
                                                Weighted
                                     Number     Average
                                       of       Exercise
                                     Shares      Price
                                   ---------   ---------
<S>                                <C>         <C>
Outstanding and exercisable
   at December 31, 2005, 2006
      and 2007                       442,500   U.S. $ .97
                                   =========   ==========
Reserved for future grants
   at December 31, 2007            4,557,500
                                   =========
</TABLE>

The weighted average contractual life is 5.1 years.

At December 31, 2007, exercise prices range from $0.12 to $3.50. There was no
material intrinsic value on outstanding options at December 31, 2007.

The Company will issue new shares upon any options exercise.

Note 7. Commitments and Contingencies

Total rent expense per year was E20 for 2007, E15 for 2006, and E15 for 2005.
All leases can be cancelled at short notice with no penalties.

Note 8.

Subsequent Events

-    On January 8, 2008, the company issued a new investor 800,000 common shares
     of Mymetics Corporation at $.155 per share, as fee for services rendered.

-    On January 8, 2008, the company issued a new investor 200,000 common shares
     of Mymetics Corporation at $.155 per share, as fee for services rendered.

-    On January 23, 2008, the company issued to a major shareholder a
     convertible note for E1,500,000, carrying an interest rate of 10% p.a.,
     with a maturity date of April 30, 2008, convertible at $0.50 p.s.

-    On February 28, 2008, the company issued a previous investor 1,000,000
     common shares of Mymetics Corporation for $500,000 or $.50 per share.



                                       63
<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          Mymetics Corporation


                                          By: /s/ Christian J.F. Rochet
                                              --------------------------------
                                          Name: Christian J.F. Rochet
                                          Title: Chief Executive Officer

                                          ------------------------------------
                                                       (Date)


                                       64

<PAGE>



                               POWERS OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Ernst
Luebke as his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Annual Report on
From 10-K, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the U.S. Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                         Title
---------                            -----
<S>                                  <C>


/s/ Christian J.F. Rochet          Chief Executive Officer and Director
-------------------------------   (Principal Executive Officer)
Christian J.F. Rochet

-------------------------------
            (date)


/s/ Ernst Luebke                   Chief Financial Officer and Director
-------------------------------    (Principal Financial and Accounting Officer)
Ernst Luebke

-------------------------------
            (date)


/s/ Sylvain Fleury                 Chief Scientific Officer and
-------------------------------    Director
Sylvain Fleury, Ph. D.

-------------------------------
            (date)
</TABLE>