Mymetics Corp – ‘SB-2’ on 12/6/04

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        80    423K 
                          Issuer                                                 
 2: EX-5.1      Opinion re: Legality                                   1      6K 
 3: EX-23.2     Consent of Experts or Counsel                          1      6K 

SB-2   —   Registration of Securities by a Small-Business Issuer
Document Table of Contents

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As filed with the Securities and Exchange Commission on December 6, 2004

                                                                Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

 FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MYMETICS CORPORATION
 (Name of Registrant in Our Charter)

       DELAWARE                      2836                   25-1741849
(State or Other Jurisdiction   (Primary Standard Industrial   (I.R.S. Employer  
    of Incorporation            Classification Code Number)  Identification No.)
or Organization)                                                        

EUROPEAN EXECUTIVE OFFICE                  CHRISTIAN ROCHET           
14, RUE DE LA COLOMBIERE         PRESIDENT AND CHIEF EXECUTIVE OFFICER
CH-1260 NYON (SWITZERLAND)            14, RUE DE LA COLOMBIERE        
011-41-22-363-13-10                CH-1260 NYON (SWITZERLAND)     
(Address and telephone number of             011-41-22-363-13-10                
Principal Executive Offices and        (Name, address and telephone number    
Principal Place of Business)                of agent for service)           

Copy to:
 Ernest M. Stern, Esq.
Patricio E. Garavito, Esq.
 Schiff Hardin LLP
1101 Connecticut Avenue, N.W., Suite 600
Washington, D.C. 20036
(202) 778-6400

     Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.        

  If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933 check the following box. /X/                             

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. /_/                     

   If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering. /_/                                            

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/                                        

                                                        [Enlarge/Download Table]


                         CALCULATION OF REGISTRATION FEE                                                                         
================================================================================================================================ 
                                                                                               PROPOSED MAXIMUM                  
                                                                            PROPOSED MAXIMUM      AGGREGATE         AMOUNT OF    
          TITLE OF EACH CLASS OF                       AMOUNT TO BE          OFFERING PRICE        OFFERING       REGISTRATION   
       SECURITIES TO BE REGISTERED                      REGISTERED             PER SHARE (1)       PRICE (1)           FEE       
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Common stock, par value $0.01 per share              89,446,742 Shares           $0.1275      $11,404,460            $1,445      
---------------------------------------------------------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee   
   pursuant to Rule 457(c) under the Securities Act of 1933. For the
         purposes of this table, we have used the average of the closing bid and
asked prices as of December 2, 2004.                          

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

       THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT   
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION 
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME    
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

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                                   Subject to completion, dated December 6, 2004

MYMETICS CORPORATION
 89,446,742 SHARES OF COMMON STOCK

       This prospectus relates to the sale of up to 89,446,742 shares of our
common stock by certain persons who are, or will become, stockholders of        
Mymetics Corporation. All of the shares of common stock are being offered for   
sale by the selling stockholders at prices established on the OTC Bulletin Board
during the term of this offering. These prices will fluctuate based on the      
demand for the shares of common stock. Our common stock is quoted on the OTC    
Bulletin Board under the symbol "MYMX." The last reported sale price of our     
common stock on the OTC Bulletin Board was $0.115 per share.                    

The selling stockholders consist of:                          

  o    Cornell Capital Partners, L.P., which intends to sell up to
           2,013,109 shares of common stock acquired pursuant to a Standby
         Equity Distribution Agreement with us and up to an additional
            83,333,333 shares of common stock which may be acquired pursuant
to that agreement.                                  

    o    Newbridge Securities Corporation, which intends to sell up to
           93,633 shares acquired pursuant to a Placement Agent Agreement.

    o    Additional selling stockholders identified on page 14 of this
prospectus, who intend to sell up to 4,006,667.     

Cornell Capital is an "underwriter" within the meaning of the 
Securities Act of 1933 in connection with the sale of common stock pursuant to  
the Standby Equity Distribution Agreement. Cornell Capital will pay Mymetics 98%
of the market price of our common stock. The 2% discount on the purchase of the 
common stock to be received by Cornell Capital will be an underwriting discount.
In addition, Cornell Capital Partners, L.P. is entitled to retain 5.0% of the   
proceeds raised by us under the Standby Equity Distribution Agreement.          

   We have engaged Newbridge Securities Corporation, an unaffiliated
registered broker-dealer, to advise us in connection with the Standby Equity    
Distribution Agreement. Newbridge was paid a $10,000 placement agent fee, which 
is payable in shares of our common stock.                                       

 THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.

 PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 5.

         With the exception of Cornell Capital, which is an "underwriter" within
the meaning of the Securities Act of 1933 in connection with the sale of our    
common stock under the Standby Equity Distribution Agreement, no underwriter or 
any other person has been engaged to facilitate the sale of shares of common    
stock in this offering. This offering shall terminate on or before two years    
after the date the SEC first declares this Registration Statement effective.    
None of the proceeds from the sale of stock by the selling stockholders will be 
placed in escrow, trust or any similar account.                                 

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, PASSED UPON THE     
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.                                                               

The date of this prospectus is December 6, 2004.

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                                TABLE OF CONTENTS                                                                          

                                                                                                                           
PROSPECTUS SUMMARY.......................................................................................................1 

THE OFFERING.............................................................................................................2 

SUMMARY FINANCIAL INFORMATION............................................................................................3 

RISK FACTORS.............................................................................................................5 

FORWARD-LOOKING STATEMENTS..............................................................................................13 

SELLING STOCKHOLDERS....................................................................................................14 

DILUTION................................................................................................................16 

STANDBY EQUITY DISTRIBUTION AGREEMENT...................................................................................17 

PLAN OF DISTRIBUTION....................................................................................................19 

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...............................................................21 

DESCRIPTION OF BUSINESS.................................................................................................23 

MANAGEMENT..............................................................................................................33 

LEGAL PROCEEDINGS.......................................................................................................36 

PRINCIPAL SHAREHOLDERS..................................................................................................36 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..........................................................................37 

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S  COMMON EQUITY AND OTHER SHAREHOLDER MATTERS..........................38 

DESCRIPTION OF SECURITIES...............................................................................................39 

EXPERTS.................................................................................................................40 

LEGAL MATTERS...........................................................................................................40 

AVAILABLE INFORMATION...................................................................................................40 

FINANCIAL STATEMENTS....................................................................................................F-1

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

         Our audited financial statements for the fiscal year ended December 31,
2003, were contained in our Annual Report on Form 10-K.                         

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PROSPECTUS SUMMARY

 OUR COMPANY

         Mymetics Corporation ("Mymetics") is a biotechnology company focused on
research and development of human and animal vaccines and therapies in the field
of retroviral and viral autoimmune diseases. Our principal research efforts have
been concentrated in the prevention and treatment of the AIDS virus. We conduct 
our research efforts through a network of public and private research teams at  
education centers, research centers, pharmaceutical laboratories and            
biotechnology companies.                                                        

        We currently do not make, market or sell any products or services, and
thus, do not generate any revenue. We have historically lost money. At September
30, 2004, we had an accumulated deficit of approximately E25,137,000. In order  
to become profitable, we will need to generate revenues to offset our operating 
costs including our general and administrative expenses. In the nine months     
ended September 30, 2004, we sustained net losses of approximately E1,338,000.  
In the year's ended December 31, 2003 and December 31, 2002, we sustained net   
losses of approximately E2,333,000 and E3,525,000 respectively.                 

  We believe that our research and development activities, and the
resulting intellectual property, will lead to commercially viable products,     
which can generate revenues for us in the future. We will explore licensing     
opportunities on commercially favorable terms and consider selling any          
intellectual property that we develop. To date, we have been focused on research
and development activities, and do not have any commercially marketable         
products. Our research and development strategy is focused on organizing and    
managing a network of public and private research teams, each of which has its  
own unique focus, to conduct the research and development of our products. We   
believe that this will enable us to lower the traditional fixed costs of        
maintaining a staff and research facilities while allowing us to retain all     
intellectual property rights from joint research efforts. Our research and      
development process requires significant capital expenditures, and we have been 
limited in our efforts by our funding resources. Accordingly, we expect to      
generate additional operating losses at least until such time as we are able to 
generate significant revenues.                                                  

      On October 19, 2004, we received a $5.0 million financial commitment
from Cornell Capital Partners, L.P. ("Cornell Capital"). The Cornell Capital    
commitment will enable us to continue our research and development efforts.     
Under this agreement, we may issue and sell common Stock to Cornell Capital for 
a total purchase price of up to $5.0 million. Subject to certain conditions, we 
will be entitled to commence drawing down on the Standby Equity Distribution    
Agreement when the sale of common Stock under the Standby Equity Distribution   
Agreement is registered with the SEC. The purchase price for the shares will be 
equal to 98% of the market price, which is defined as the lowest volume weighted
average price of the common Stock during the five trading days following the    
notice date. A cash fee equal to five percent (5%) of the cash proceeds of the  
draw down is also payable at the time of funding. To date, we have not drawn    
down on the Standby Equity Distribution Agreement. Other than the Standby Equity
Agreement, no other financing agreement is currently available to us. The       
Standby Equity Distribution Agreement does not involve affiliated persons,      
natural, or corporate, of Mymetics.                                             

      This prospectus is being prepared to register the shares issuable to
Cornell Capital under the Standby Equity Distribution Agreement.                

ABOUT US

      Our principal office is located at 14, rue de la Colombiere, CH-1260
Nyon (Switzerland); telephone number 011-41-22-363-13-10.                       

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THE OFFERING

      This offering relates to the sale of common stock by certain persons
who are our stockholders. The selling stockholders consist of:                  

       o    Cornell Capital, which intends to sell up to 2,013,109 shares of
           common stock acquired pursuant to a Standby Equity Distribution
          Agreement with us and up to an additional 83,333,333 shares of
          common stock which may be acquired pursuant to that agreement.

    o    Newbridge Securities Corporation, which intends to sell up to
           93,633 shares acquired pursuant to a Placement Agent Agreement.

o    The individuals and entities set forth on page 14 of this
prospectus who intend to sell up to 4,006,667.      

       Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell to Cornell Capital shares of common     
stock for a total purchase price of up to $5.0 million. The amount of each      
advance is subject to a maximum advance amount of $175,000. Cornell Capital will
purchase the shares of our common stock for a 2% discount to the prevailing     
market price of our common stock as determined pursuant to the Standby Equity   
Distribution Agreement. In addition, Cornell Capital is entitled to retain 5% of
the proceeds raised by us under the Standby Equity Distribution Agreement and   
receive a commitment fee of $215,000. The commitment fee was paid by the        
issuance of 2,013,109 shares of our common stock. This prospectus relates to the
shares of our common stock issued as payment for the commitment fee and the     
shares to be issued under the Standby Equity Distribution Agreement. Cornell    
Capital intends to sell such shares at the then prevailing market price.        

Brokers or dealers effecting transactions in the shares being 
registered in this offering should confirm that the shares are registered under 
applicable state law or that an exemption from registration is available.       

                                                        [Enlarge/Download Table]

                                                                                                                   
COMMON STOCK OFFERED                             89,446,742 shares by selling stockholders (the number of shares   
                                                 being registered in this offering will represent approximately    
                                                 56.7% of the total number of shares of common stock outstanding   
                                                 upon their issuance).                                             

OFFERING PRICE                                   Market price.                                                     

COMMON STOCK OUTSTANDING BEFORE THE OFFERING(1)  68,447,864 shares.                                                

USE OF PROCEEDS                                  We will not receive any proceeds of the shares offered by the     
                                                 selling stockholders. Any proceeds we receive from the sale of our
                                                 common stock under the Standby Equity Distribution Agreement will 
                                                 be used for general corporate purposes.                           

RISK FACTORS                                     The securities offered hereby involve a high degree of risk       
                                                 and immediate substantial dilution.  See "Risk Factors" and       
                                                 "Dilution."                                                       

OTC BULLETIN BOARD SYMBOL                        MYMX                                                              

-----------------------------                                                   
(1)      This table excludes outstanding options and warrants, which, if        
     exercised or converted into shares of common stock, would result in
  Mymetics issuing an additional 4,886,416 shares of common stock.

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 SUMMARY FINANCIAL INFORMATION

         The following information was taken from Mymetics' financial statements
for the three-month periods ended September 30, 2004 (unaudited) and September  
30, 2003 (unaudited) and the years ended December 31, 2004 (audited) and        
December 31, 2003 (audited) appearing elsewhere in this filing. This information
should be read in conjunction with such financial statements and the notes      
thereto. In management's opinion all adjustments (consisting of normal recurring
items) considered necessary for a fair presentation have been included.         

                                                        [Enlarge/Download Table]

                                        FOR THE         FOR THE                                    
                                      NINE MONTHS     NINE MONTHS       FOR THE           FOR THE  
                                         ENDED           ENDED         YEAR ENDED       YEAR ENDED 
                                     SEPTEMBER 30,   SEPTEMBER 30,    DECEMBER 31,     DECEMBER 31,
                                          2004           2003              2003            2002    
                                      (UNAUDITED)     (UNAUDITED)       (AUDITED)        (AUDITED) 
                                      -----------     -----------       ---------        --------- 
                                        EURO (E)       EURO (E)          EURO (E)         EURO (E) 
                                              (in thousands of Euros, except per share data)       
STATEMENT OF OPERATIONS DATA:                                                                      
                                                                                                   
Revenues                            E       --     E          --         E      --         E      8
                                    -----------    -------------         ---------         --------
Expenses                                                                                           
  Research and Development                  555              792             1,263            1,878
  General and administrative                586              711             1,090            1,293
  Other                                     197              178               433              459
                                    -----------    -------------         ---------         --------
    Total Expenses                        1,338            1,681             2,786            3,630

    Net Loss                            (1,338)          (1,681)           (2,786)          (3,622)

  Comprehensive Loss                E   (1,348)    E     (1,492)         E (2,333)         E(3,525)
                                    -----------    -------------         ---------         --------

  Basic and diluted loss per share  E    (0.02)    E      (0.03)         E  (0.05)         E (0.07)
                                    -----------    -------------         ---------         --------

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                                                   SEPTEMBER 30,     SEPTEMBER 30,      DECEMBER 31,     DECEMBER 31,
                                                      2004               2003              2003             2002     
                                                   (UNAUDITED)       (UNAUDITED)        (AUDITED)         (AUDITED)  
                                                   -----------       -----------        ---------         ---------  
                                                    EURO (E)           EURO (E)          EURO (E)         EURO (E)   
                                                            (in thousands of Euros, except per share data)           
                                                                                                                     
BALANCE SHEET DATA:                                                                                                  
Assets                                                                                                               
Current Assets                                                                                                       
  Cash                                             E        8        E       25         E     125        E     183   
  Receivables                                             108                88               100               59   
  Pre-paid expenses                                         5               193                 6               36   
                                                   ----------        ----------         ---------        ---------   
    Total Current Assets                                  121               306               231              278   

    Total Assets                                   E      213        E      455         E     367        E     477   
                                                   ==========        ==========         =========        =========   

Liabilities                                                                                                          
    Total Current Liabilities                           4,727             4,055             4,525            2,584   
                                                   ----------        ----------         ---------        ---------   
    Total Liabilities                                   4,969             4,297             4,767            2,826   
                                                   ----------        ----------         ---------        ---------   

Stockholders' Deficit                                                                                                
      Total Stockholders' Deficit                     (4,756)           (3,842)           (4,400)          (2,349)   
                                                   ----------        ----------         ---------        ---------   

      Total Liabilities And Stockholders' Deficit  E      213        E      455         E     367        E     477   
                                                   ==========        ==========         =========        =========   

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RISK FACTORS

        We are subject to various risks that may materially harm our business,
financial condition and results of operations. YOU SHOULD CAREFULLY CONSIDER THE
RISKS AND UNCERTAINTIES DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FILING
BEFORE DECIDING TO PURCHASE OUR COMMON STOCK. IF ANY OF THESE RISKS OR          
UNCERTAINTIES ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR OPERATING    
RESULTS COULD BE MATERIALLY HARMED. IN THAT CASE, THE TRADING PRICE OF OUR      
COMMON STOCK COULD DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.   

 RISKS RELATED TO OUR BUSINESS

WE HAVE HISTORICALLY LOST MONEY AND EXPECT LOSSES TO CONTINUE FOR THE           
FORESEEABLE FUTURE, WHICH MEANS THAT WE MAY NOT BE ABLE TO CONTINUE OPERATIONS  
UNLESS WE OBTAIN ADDITIONAL FUNDING.                                            

         We have historically lost money. In the nine months ended September 30,
2004, we sustained net losses of approximately E1,338,000. In the year's ended  
December 31, 2003 and December 31, 2002, we sustained net losses of             
approximately E2,333,000 and E3,525,000 respectively. 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. If we are unable to draw down on the Standby Equity       
Distribution Agreement provided by Cornell Capital or find alternative financing
on commercially reasonable terms, or generate revenue from the sales of         
products, we could be forced to curtail or cease our operations.                

       At September 30, 2004, we had an accumulated deficit of approximately
E25,137,000. In order to become profitable, we will need to generate revenues to
offset our operating costs including our general and administrative expenses. We
may not achieve or sustain our revenue or profit objectives and our losses may  
increase in the future, and ultimately we may have to cease operations.         

     Our operating results are impossible to predict because we have not
begun selling any products. As a result, we cannot determine if we will be      
successful in our proposed plan of operation. Accordingly, we cannot determine  
what the future holds for our proposed plan of business. As such an investment  
in our business is extremely risky and could result in the entire loss of your  
investment.                                                                     

WE HAVE A NOTE PAYABLE AMOUNTING TO E3,319,000 AS OF SEPTEMBER 30, 2004, WHICH  
IS DUE DECEMBER 31, 2004, AND THERE IS NO ASSURANCE THAT THE NOTE WILL BE PAID, 
EXTENDED FURTHER, RESTRUCTURED OR REFINANCED. THESE CONDITIONS RAISE SUBSTANTIAL
DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.                         

    The report of our independent accountants on our December 31, 2003
financial statements, as noted in Note 1, includes an explanatory paragraph     
indicating that there is substantial doubt about our ability to continue as a   
going concern due to our recurring losses from operations. We have had          
difficulty in the past meeting this note obligation, and there can be no        
assurance that we will be able to reimburse the credit facility due to MFC Bank 
on or before its present due date of December 31, 2004. Despite MFC Bank's      
agreement to extend the due date from June 30, 2004 to December 31, 2004, we    
have no assurance that we will be able to agree with MFC Bank on any additional 
extension on terms that are acceptable to us prior to the due date.             

WE NEED TO RAISE ADDITIONAL CAPITAL OR OBTAIN SIGNIFICANT GRANTS TO FUND OUR    
RESEARCH EFFORTS AND TO FULLY DEVELOP COMMERCIALLY VIABLE PRODUCTS. WE CANNOT   
ASSURE YOU THAT WE WILL BE ABLE TO OBTAIN ADDITIONAL CAPITAL OR THAT SIGNIFICANT
GRANTS WILL BE AVAILABLE ON FAVORABLE TERMS, IF AT ALL. OUR BUSINESS WILL BE    
ADVERSELY AFFECTED IF WE CANNOT OBTAIN ADDITIONAL CAPITAL OR OBTAIN SIGNIFICANT 
GRANTS WHEN NEEDED.                                                             

The costs for us to continue our research and to develop our  
intellectual property will be substantial. We expect that our existing capital  
resources, including the equity line provided by Cornell Capital, will satisfy  
our capital requirements through approximately June 2005 under our current      
operating and research plans or December 2005 should we need to reduce our      
expenses again due to lack of adequate funding. However, given the fact that we 
do not have any current sources of revenue, substantial additional capital or   
grants will likely be needed to continue the development and commercialization  

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of our intellectual property. Any additional equity financing may be dilutive to
stockholders, and debt financing, if available, may include restrictive         
covenants and there can be no assurance that additional financing will be       
available. While the amount of capital required cannot be estimated with        
precision, we estimate it will require approximately E2 million just to move our
business forward into a position of being prepared to initiate clinical trials. 

         The availability of and the need for future capital will depend on many
factors, including:                                                             

  -  continued scientific progress in our research and development
program;                                                
-  results of pre-clinical tests;                             
-  results of any clinical trials;                            
      -  the time and cost involved in obtaining regulatory approvals; and
-  future collaborative relationships.                        

       We cannot assure you that financing, whether from external sources or
related parties, will be available if needed or on favorable terms. Our         
inability to obtain adequate financing will result in the need to reduce the    
pace of research and development or ultimately force us to cease operations.    

IF WE ARE UNABLE TO SUCCESSFULLY DEVELOP AND COMMERCIALIZE OUR RESEARCH AND     
INTELLECTUAL PROPERTY, WE MAY NEVER GENERATE SIGNIFICANT REVENUES OR ACHIEVE    
PROFITABILITY.                                                                  

       Our current objective is to develop vaccine and therapeutic compounds
and specific therapies for certain retroviral diseases or diseases with a viral 
autoimmune content. All of our potential products and production technologies   
are in the research or pre-development stages and no revenues have been         
generated from product sales. The first products and applications target human  
immunodeficiency virus, or HIV, the precursor to acquired immunodeficiency      
syndrome, or AIDS. We will not become profitable, if ever, unless we develop our
intellectual property to a point where it can be licensed to third parties on   
financially favorable terms or applied in the creation and development of one or
more products that can generate revenues.                                       

Although our due diligence has indicated that our research and
discovery regarding "mimicry" may lead to important discoveries in the          
scientific community regarding the HIV infection process, other discoveries may 
be necessary to develop an effective vaccine, and we may never be able to       
develop our research and intellectual property into a commercially profitable   
product.                                                                        

Our success will depend on our ability to:                    

       -        effectively commercialize the research through collaborative
relationships with third parties;           

      -        prepare acceptable protocols necessary to obtain regulatory
approvals;                                  

-        effectively conclude clinical trials;                

-        effectively establish commercial viability; and      

-        effectively establish marketing and manufacturing    
relationships.                              

        If we are unable to commercialize the current research, we do not have
other products from which to derive revenue.                                    

EVEN IF WE ARE SUCCESSFUL IN DEVELOPING A COMMERCIALLY VIABLE DRUG, IN ORDER TO 
BECOME PROFITABLE WE WILL NEED TO ESTABLISH ARRANGEMENTS WITH THIRD PARTIES FOR 
THE SALE, MARKETING AND DISTRIBUTION OF OUR DRUG CANDIDATES OR EXPEND           
SIGNIFICANT RESOURCES DEVELOPING THESE CAPABILITIES.                            

We have no experience in sales, marketing and distribution of 
pharmaceuticals. We expect we will have to rely on third parties for the sales, 
marketing and distribution of any drug candidate. If the third parties fail to  
adequately market our drug candidates, if approved, we could be limited in our  
ability to establish our own sales, marketing or distribution capabilities. If  
we fail to establish third party relationships, we would be required to develop 
internal sales, marketing and distribution capabilities. We may not be able to  
establish cost-effective sales, marketing or distribution capabilities or make  
arrangements with third parties to perform these activities on acceptable terms 
on a timely basis, if at all. This would have a material adverse effect on our  
business, financial condition, results of operations and the market price of our
stock.                                                                          

We expect any agreement for sales, marketing or distribution  
arrangements may give those parties, significant control over important aspects 
of the commercialization of our drugs, including:                               

o market identification;                                      

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o marketing methods;                                          

o pricing;                                                    

o drug positioning;                                           

o composition of sales force; and                             

o promotional activities.                                     

      We may not be able to control the amount or timing of resources that
any third party may devote to our drug candidates.                              

WE MUST OVERCOME SIGNIFICANT OBSTACLES TO SUCCESSFULLY DEVELOP OR LICENSE       
PRODUCT CANDIDATES.                                                             

       The development of product candidates is subject to significant risks
of failure, which are inherent in the development of new medical products and   
products based on new technologies. These risks include:                        

        -        delays in pre-clinical testing, product development, clinical
testing or manufacturing;                   

   -        unplanned expenditures for product development, clinical
testing or manufacturing;                   

      -        failure of the technologies and products being developed to
            have the desired effect or an acceptable safety profile;

-        failure to receive regulatory approvals;             

-        emergence of equivalent or superior products;        

       -        inability to manufacture (directly or through third parties)
product candidates on a commercial scale;   

      -        inability to market products due to third party proprietary
rights;                                     

     -        inability to find collaborative partners to pursue product
development; and                            

   -        failure by future collaborative partners to successfully
develop products.                           

      If these risks materialize, our research and development efforts may
not result in any commercially viable products.                                 

COMMERCIALIZATION OF OUR INTELLECTUAL PROPERTY AND CREATION OF VIABLE PRODUCTS  
DEPEND ON COLLABORATIONS WITH OTHERS. IF WE ARE UNABLE TO FIND COLLABORATORS IN 
THE FUTURE, WE MAY NOT BE ABLE TO DEVELOP PROFITABLE PRODUCTS.                  

     Our strategy for the research, development and commercialization of
products requires us to enter into contractual arrangements with corporate      
collaborators, licensors, licensees, manufacturers and others. We do not have   
the funds to develop products on our own, and intend to depend on collaborators 
to develop products on our behalf. If collaborative relationships cannot be     
found, we may not be able to continue our development programs.                 

   Moreover, we could become involved in disputes with collaborative
partners, which could lead to delays or termination of development programs and 
time-consuming, expensive and distracting litigation or arbitration. Even if we 
fulfill our obligations under a collaborative agreement, a partner may terminate
the agreement. If any collaborative partner terminates or breaches an agreement 
with us, or otherwise fails to complete its obligations in a timely manner, our 
ability to successfully commercialize our intellectual property will be         
adversely affected.                                                             

IF WE ARE NOT ABLE TO DEMONSTRATE THE RESULTS OF OUR RESEARCH IN CLINICAL       
TRIALS, OR IF CLINICAL TRIALS ARE DELAYED, WE MAY NOT BE ABLE TO OBTAIN         
REGULATORY CLEARANCE TO MARKET PRODUCTS IN THE UNITED STATES OR IN FOREIGN      
COUNTRIES ON A TIMELY BASIS, OR AT ALL.                                         

Assuming we are able to successfully develop our research into
potential products, such products will require regulatory approval. Before      
obtaining regulatory approvals for the commercial sale of any of the products   
under development, pre-clinical studies and clinical trials must demonstrate    
that the product is safe and effective for use in each target indication. If any
of the products fail in clinical trials, the approval of the United States Food 
and Drug Administration (the "FDA") and similar agencies operating in foreign   
countries will not be obtained for such products, and we will not be able to    
generate revenues from such products.                                           

         Clinical testing is a long, expensive and uncertain process. One cannot
be certain that the data collected from the clinical trials will be sufficient  
to support approval by the FDA or any foreign regulatory authorities, that the  
clinical trials will be completed on schedule or, even if the clinical trials   
are successfully completed and on schedule, that the FDA or any foreign         
regulatory authorities will ultimately approve the product for commercial use.  

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       Clinical trials could be delayed for a variety of reasons, including:

-     delays in enrolling volunteers;                         
  -     lower than anticipated retention rate of volunteers in the
trials; and                                       
       -     serious adverse events related to the products being developed.

Our research is presently focused on developing vaccines and  
therapeutics to prevent and treat HIV. Trials will be conducted on animals prior
to humans. Results of animal trials, even if successful, may not be relevant for
determining the preventive or therapeutic effect of any potential product       
designed to prevent or treat HIV infection in humans. In addition, results from 
early clinical trials are not necessarily indicative of future results. A number
of companies in the biotechnology and pharmaceutical industries have suffered   
significant setbacks in late stage clinical trials even after promising results 
in early stage development. Furthermore, pre-clinical and clinical data can be  
interpreted in different ways, which could delay, limit or prevent regulatory   
approvals. Negative or inconclusive results or interpretations could cause the  
trials to be unacceptable for submission to regulatory authorities.             

IF WE ARE UNABLE TO ATTRACT AND RETAIN KEY EMPLOYEES AND CONSULTANTS, WE WILL BE
UNABLE TO DEVELOP AND COMMERCIALIZE PRODUCTS.                                   

 We are dependent on the principal members of our management and
scientific staff. In order to successfully complete our research and development
activities and our commercialization plans, we will need to hire personnel with 
experience in clinical testing, drug discovery, government regulation,          
manufacturing, marketing and finance. We may not be able to attract and retain  
personnel on acceptable terms given the intense competition for such personnel  
among high technology enterprises, including biotechnology, pharmaceutical and  
healthcare companies, universities and non-profit research institutions.        

IF WE FAIL TO ENTER INTO SUCCESSFUL MARKETING ARRANGEMENTS WITH THIRD PARTIES,  
WE WILL NOT BE ABLE TO COMMERCIALIZE PRODUCTS.                                  

        We do not currently have any sales or marketing infrastructure, and we
do not have significant experience in marketing, sales and distribution. Future 
profitability will depend in part on plans to enter into successful marketing   
arrangements with third parties. To the extent that we enter into marketing and 
sales arrangements with other companies, revenues will depend on the efforts of 
others. These efforts may not be successful. If we are unable to enter into     
successful third-party arrangements, we may not be able to commercialize        
products.                                                                       

IF WE DO NOT SUCCESSFULLY COMPETE IN THE DEVELOPMENT AND COMMERCIALIZATION OF   
PRODUCTS AND KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE, WE WILL BE UNABLE TO    
CAPTURE AND SUSTAIN A MEANINGFUL MARKET POSITION.                               

        The biotechnology and pharmaceutical industries are highly competitive
and subject to significant and rapid technological change. We are aware of      
several companies that are actively engaged in research and development in areas
related to our research focus. Many of these companies are addressing the same  
diseases and disease indications that we are addressing. As a result of this    
intense competition, any products that we develop may become obsolete before we 
are able to recover the expenses incurred in their development. Moreover, many  
of these companies, either alone or together with their collaborative partners, 
have substantially greater financial resources and larger research and          
development staffs.                                                             

IF OUR INTELLECTUAL PROPERTY DOES NOT ADEQUATELY PROTECT PRODUCT CANDIDATES, WE 
COULD ENCOUNTER MORE DIRECT COMPETITION, WHICH COULD AVERSELY IMPACT OUR        
REVENUES.                                                                       

Our success depends, in part, on our ability to:              

-     obtain and maintain patents or rights to patents;       
-     protect trade secrets;                                  
         -     operate without infringing upon the proprietary rights of others;
and                                               
 -     prevent others from infringing on our proprietary rights.

        We will be able to protect proprietary rights from unauthorized use by
third parties only to the extent that our proprietary rights are covered by     
valid and enforceable patents or are effectively maintained as trade secrets.   
The patent position of biotechnology companies involves complex legal and       
factual questions and, therefore, enforceability cannot be predicted with       
certainty. Patents, if issued, may be challenged, invalidated or circumvented.  
Thus, any patents that are owned or licensed from third parties may not provide 
adequate protection against competitors. Pending patent applications, those     
applications that we may file in the future, or those applications that may be  
licensed from third parties, may not result                                     

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in patents being issued. Also, patent rights may not provide adequate           
proprietary protection or competitive advantages against competitors with       
similar technologies. The laws of certain foreign countries do not protect      
intellectual property rights to the same extent as do the laws of the United    
States.                                                                         

  In addition to patents, we rely on trade secrets and proprietary
know-how. Protection of trade secrets and know-how is sought, in part, through  
confidentiality and proprietary information agreements and customary principles 
of "work-for-hire." These agreements may not provide meaningful protection or   
adequate remedies in the event of unauthorized use or disclosure of confidential
and proprietary information. Failure to protect proprietary rights could        
seriously impair our competitive position.                                      

IF THIRD PARTIES CLAIM WE ARE INFRINGING THEIR INTELLECTUAL PROPERTY RIGHTS, WE 
COULD BECOME SUBJECT TO SIGNIFICANT LITIGATION OR LICENSING EXPENSES OR BE      
PREVENTED FROM MARKETING OUR PRODUCTS.                                          

        The areas in which we have focused our research and development have a
number of competitors. This has resulted in a number of issued patents and      
still-pending patent applications. Patent applications in the United States are,
in most cases, maintained in secrecy until the patents issue. The publication of
discoveries in the scientific or patent literature frequently occurs            
substantially later than the date on which the underlying discoveries were made.
Commercial success depends significantly on our ability to operate without      
infringing the patents and other proprietary rights of third parties. In the    
event of such infringement, we may be prevented from pursuing certain product   
development or commercialization and may be required to obtain a license for the
use of the proprietary rights or patents. We may also be required to pay damages
for past infringement.                                                          

         The biotechnology and pharmaceutical industries have been characterized
by extensive litigation regarding patents and other intellectual property       
rights. The defense and prosecution of intellectual property lawsuits, U.S.     
Patent and Trademark Office interference proceedings and related legal and      
administrative proceedings in the United States and in foreign countries involve
complex legal and factual questions. As a result, such proceedings are costly   
and time consuming to pursue and their outcome is uncertain.                    

Litigation may be necessary in the future to:                 

-     enforce patents that we own or license;                 
    -     protect trade secrets or know-how that we own or license; or
-     determine the enforceability, scope and validity of the 
proprietary rights of others.                     

     We believe that our technology has been independently developed and
does not infringe upon the proprietary or intellectual property rights of       
others. We cannot, however, guarantee that our technology does not, and will not
in the future, infringe upon the rights of third parties. We may be a party to  
legal proceedings and claims relating to the proprietary information of others  
from time to time in the ordinary course of our business. If we become involved 
in any litigation, interference or other administrative proceedings, we will    
incur substantial expenses and the efforts of technical and management personnel
will be significantly diverted. An adverse determination may subject us to loss 
of proprietary position or to significant liabilities, or require licenses that 
may not be available from third parties. We may be restricted or prevented from 
manufacturing and selling products, if any, in the event of an adverse          
determination in a judicial or administrative proceeding or if we fail to obtain
necessary licenses. Costs associated with these arrangements may be substantial 
and may include ongoing royalties. Furthermore, the necessary licenses may not  
be available on satisfactory terms, if at all.                                  

WE CANNOT BE SURE THAT ANY FUTURE OR CURRENTLY PENDING PATENT APPLICATIONS      
RELATING TO OUR PRODUCTS WILL ISSUE ON A TIMELY BASIS, IF EVER.                 

  Since patent applications in the United States are maintained in
secrecy until 18 months from the priority date, and since publication of        
discoveries in the scientific or patent literature often lag behind actual      
discoveries, we cannot be certain that we were the first to develop the         
inventions covered by each of our pending patent applications or that we were   
the first to file patent applications for such inventions. Even if patents are  
issued, the degree of protection afforded by such patents will depend upon the: 

-     scope of the patent claims;                             
  -     validity and enforceability of the claims obtained in such
patents; and                                      
      -     our willingness and financial ability to enforce and/or defend
them.                                             

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EVEN IF WE OBTAIN REGULATORY APPROVAL TO MARKET AND SELL OUR PRODUCTS, WE WILL  
BE SUBJECT TO ONGOING REGULATORY REVIEW, WHICH WILL BE EXPENSIVE AND MAY AFFECT 
OUR ABILITY TO SUCCESSFULLY COMMERCIALIZE OUR PRODUCTS.                         

         Even if regulatory approval for a product is secured, such approval may
be subject to limitations on the indicated uses for which the product may be    
marketed. Such limitations may restrict the size of the available market for the
product or contain requirements for costly post-marketing surveillance studies. 
Manufacturers of medical products are subject to continued review and periodic  
inspections by the FDA and other regulatory authorities. The subsequent         
discovery of previously unknown problems with the product, clinical trial       
subjects, or with the manufacturer or its manufacturing facility may result in  
the imposition of restrictions on the product or manufacturer, including        
withdrawal of the product from the market. If we or any of our collaborative    
partners fail to comply with applicable regulatory requirements, we may be      
subject to fines, suspension or withdrawal of regulatory approvals, product     
recalls, seizure of products, operating restrictions and criminal prosecution.  

WE HAVE BEEN SUBJECT TO LITIGATION AND MAY BE SUBJECT TO LITIGATION FROM TIME TO
TIME. WE MAY BE UNABLE TO PAY ANY ADVERSE CLAIMS WITH THE FUNDS THAT ARE        
AVAILABLE TO US.                                                                

     We and our French subsidiary were party to several lawsuits seeking
damages from our company and our subsidiary. One material case was lost and     
although the full amount had been provided for in our financial statements, we  
do not have sufficient funds to meet our obligations should the plaintiff demand
immediate payment of the amount we now owe him, unless we are able to raise a   
sufficient amount of additional capital. We are registering 2,000,000 shares in 
this Registration Statement which are pledged as collateral for payment on the  
amount owed. Our inability to meet such obligations would have a material       
adverse effect on our liquidity and could threaten our business.                

OUR STOCK PRICE MAY EXPERIENCE SIGNIFICANT VOLATILITY, WHICH COULD ADVERSELY    
AFFECT THE VALUE OF YOUR INVESTMENT.                                            

        The market price of our common stock, like that of the common stock of
many other development stage biotechnology companies, may be highly volatile. In
addition, the stock market has experienced extreme price and volume             
fluctuations. This volatility has significantly affected the market prices of   
securities of many biotechnology and pharmaceutical companies for reasons       
frequently unrelated to, or disproportionate to, the operating performance of   
the specific companies. These broad market fluctuations may adversely affect the
market price of our common stock.                                               

THE ISSUANCE OF ADDITIONAL EQUITY SECURITIES MAY DILUTE YOUR INVESTMENT.        

      We currently have 68,447,864 shares of common stock outstanding, one
share of Special Voting Preferred Stock, options to purchase an aggregate of    
2,186,416 shares of common stock and warrants to purchase an aggregate of       
2,700,000 shares of common stock. We are authorized to issue up to 495 million  
shares of common stock and 5 million shares of preferred stock without          
additional stockholder approval. The issuance of additional common stock or     
preferred stock will dilute our stockholders' percentage ownership, and,        
depending on the offering price of such stock, may also serve to dilute the     
value of such ownership interest.                                               

OUR COMMON STOCK IS DEEMED TO BE "PENNY STOCK," WHICH MAY MAKE IT MORE DIFFICULT
FOR INVESTORS TO RESELL THEIR SHARES DUE TO SUITABILITY REQUIREMENTS.           

        Our common stock is deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny     
stocks are stock:                                                               

o     With a price of less than $5.00 per share;              

o     That are not traded on a "recognized" national exchange;

     o     Whose prices are not quoted on the Nasdaq automated quotation
             system (Nasdaq listed stock must still have a price of not less
than $5.00 per share); or                         

      o     In issuers with net tangible assets less than $2.0 million (if
            the issuer has been in continuous operation for at least three
              years) or $5.0 million (if in continuous operation for less than
              three years), or with average revenues of less than $6.0 million
for the last three years.                         

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Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.       
Moreover, broker/dealers are required to determine whether an investment in a   
penny stock is a suitable investment for a prospective investor. These          
requirements may reduce the potential market for our common stock by reducing   
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of  
them. This could cause our stock price to decline.                              

AN INVESTMENT IN OUR COMPANY MAY BE DILUTED AND REDUCE THE VALUE OF YOUR SHARES.

         We may issue a substantial number of shares of our common stock without
investor approval. Any such issuance of our securities in the future could      
reduce an investor's ownership percentage and voting rights in our company and  
further dilute the value of your investment.                                    

RISKS RELATED TO THIS OFFERING

NEW SHAREHOLDERS WILL EXPERIENCE SIGNIFICANT DILUTION FROM OUR SALE OF SHARES   
UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT WHICH COULD REDUCE THE VALUE OF 
YOUR SHARES.                                                                    

      Cornell Capital may convert its convertible debenture into shares of
our common stock and Cornell Capital may purchase shares of our common stock    
under the Standby Equity Distribution Agreement, which purchase price is        
effectively at a 2% discount to the market price. The subsequent sale of such   
shares by Cornell Capital could cause significant downward pressure on the price
of our common stock. This is especially the case if the shares being placed into
the market exceed the market's demand for our common stock. As the stock price  
of our common stock declines, Cornell Capital will be entitled to receive an    
increasing number of shares under the Standby Equity Distribution Agreement and 
convertible debenture. The sale of such increasing number of shares by Cornell  
Capital could cause further downward pressure on the stock price to the         
detriment and dilution of existing investors, as well as investors in this      
offering.                                                                       

       Further, there is no maximum number of shares we might be required to
issue under securities with market-price based conversion or exercise prices,   
such as securities issued in connection with the Standby Equity Distribution    
Agreement and the related convertible debenture, except for the 9.9% limitation 
on Cornell Capital's ownership interest in Mymetics at any one time. However,   
over time, Cornell Capital may acquire and sell a number of shares that far     
exceeds this limit, through the continual purchase and sale of shares.          

        To illustrate the dilution that may result from the purchase of shares
under the Standby Equity Distribution Agreement, assuming an offering price of  
$0.12 per share, the new stockholders would experience an immediate dilution in 
the net tangible book value of $0.10 per share. Dilution per share at prices of 
$0.08, $0.10, $0.14 and $0.16 per share would be $0.08, $0.09, $0.11 and $0.12, 
respectively. For purposes of the dilution calculation we have assumed a        
currency exchange rate of $1.3269 per Euro.                                     

         As a result, our net income per share could decrease in future periods,
and the market price of our common stock could decline. In addition, the lower  
our stock price, the more shares of common stock we will have to issue under the
Standby Equity Distribution Agreement to draw down the full amount and to issue 
upon conversion of the convertible debentures. If our stock price is lower, then
our existing stockholders would experience greater dilution.                    

UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT, CORNELL CAPITAL WILL PAY LESS  
THAN THE THEN-PREVAILING MARKET PRICE OF OUR COMMON STOCK WHICH COULD REDUCE THE
VALUE OF YOUR SHARES.                                                           

     The common stock to be issued under the Standby Equity Distribution
Agreement will be issued at a 2% discount to the lowest closing bid price for   
the five days immediately following the notice date and advance. In addition,   
Cornell Capital will retain 5% from each advance. These discounted sales could  
cause the price of our common stock to decline.                                 

IF THE SELLING STOCKHOLDERS SELL PART OR ALL OF THEIR SHARES OF COMMON STOCK IN 
THE MARKET, SUCH SALES MAY CAUSE OUR STOCK PRICE TO DECLINE.                    

After this registration statement is declared effective by the
Securities and Exchange Commission, the selling stockholders may sell in the    
public market all of the shares of common stock being registered in this        
offering. That means that up to 89,446,742 shares of common stock, the number of
shares being registered in this offering, may be sold. The number of shares     
being registered in this offering represents approximately 56.7% of the total   
number of shares of common stock outstanding upon their issuance. Such sales may
cause our stock price to decline.                                               

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IF THE SELLING STOCKHOLDERS SELL A MATERIAL AMOUNT OF COMMON STOCK THE          
SIGNIFICANT DOWNWARD PRESSURE ON THE PRICE OF OUR STOCK CAUSED BY THOSE SALES   
COULD ENCOURAGE SHORT SALES BY THIRD PARTIES, WHICH COULD CONTRIBUTE TO THE     
FURTHER DECLINE OF OUR STOCK PRICE.                                             

       In many circumstances the provisions of a Standby Equity Distribution
Agreement for companies that are traded on the OTC Bulletin Board have the      
potential to cause a significant downward pressure on the price of common stock.
This is especially true if the shares being placed into the market exceed the   
ability of the market to absorb the increased stock or if Mymetics has not      
performed in such a manner to show that the equity funds raised will be used to 
grow Mymetics. This could result in further downward pressure on the price of   
our common stock.                                                               

      Under the terms of our Standby Equity Distribution Agreement, we may
request numerous draw downs. In addition, our outstanding convertible debentures
are convertible at a discount to the market price of our common stock. As a     
result, the opportunity exists for short sellers and others to contribute to the
future decline of our stock price. Persons engaging in short-sales, sell shares 
that they do not own, and at a later time purchase shares to cover the previous 
sales. To the extent the stock price declines between the time the person sells 
the shares and subsequently purchases the shares, the person engaging in        
short-sales will profit from the transaction, and the greater the decline in the
stock, the greater the profit to the person engaging in such short-sales. By    
contrast, a person owning a long position in a stock, such as an investor       
purchasing shares in this offering, first purchases the shares at the then      
prevailing market price. If the stock price declines while the person owns the  
shares, then upon the sale of such shares the person maintaining the long       
position will incur a loss, and the greater the decline in the stock price, the 
greater the loss which is incurred by the person owning a long-position in the  
stock. If there are significant short sales of stock, the price decline that    
would result from this activity will cause the share price to decline more so,  
which in turn may cause long holders of the stock to sell their shares, thereby 
contributing to sales of stock in the market. If there is an imbalance on the   
sell side of the market for the stock, the price will decline. It is not        
possible to predict if the circumstances whereby short sales could materialize  
or to what extent the share price could drop.                                   

OUR COMMON STOCK HAS BEEN THINLY TRADED WHICH COULD MAKE OUR STOCK PRICE        
VOLATILE AND WE CANNOT PREDICT THE EXTENT TO WHICH A TRADING MARKET WILL        
DEVELOP.                                                                        

        Our common stock is traded on the OTC Bulletin Board. Our common stock
is thinly traded compared to larger more widely known companies. Thinly traded  
common stock can be more volatile than common stock trading in an active public 
market. We cannot predict the extent to which an active public market for the   
common stock will develop or be sustained after this offering.                  

WE WILL NOT BE ABLE TO DRAW DOWN UNDER THE STANDBY EQUITY DISTRIBUTION AGREEMENT
IF THE INVESTOR HOLDS MORE THAN 9.9% OF OUR COMMON STOCK WHICH MAY PREVENT US   
FROM RAISING NEEDED FUNDS TO CONTINUE OUR BUSINESS.                             

In the event Cornell Capital holds more than 9.9% of the      
then-outstanding common stock of our company, we may be unable to draw down on  
the Standby Equity Distribution Agreement. Currently, Cornell Capital has       
beneficial ownership of 2.9% of our common stock. If we are unable to draw down 
on the Standby Equity Distribution Agreement or are unable to obtain additional 
external funding or generate revenue from the sale of our financial products and
services, we could be forced to curtail or cease our operations.                

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FORWARD-LOOKING STATEMENTS

      Information included or incorporated by reference in this prospectus
may contain forward-looking statements. This information may involve known and  
unknown risks, uncertainties and other factors which may cause our actual       
results, performance or achievements to be materially different from the future 
results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe  
our future plans, strategies and expectations, are generally identifiable by use
of the words "may," "should," "expect," "anticipate," "estimate," "believe,"    
"intend" or "project" or the negative of these words or other variations on     
these words or comparable terminology.                                          

This prospectus contains forward-looking statements, including
statements regarding, among other things, (a) our projected sales and           
profitability, (b) our growth strategies, (c) anticipated trends in our         
industry, (d) our future financing plans and (e) our anticipated needs for      
working capital. These statements may be found under "Management's Discussion   
and Analysis or Plan of Operations" and "Business," as well as in this          
prospectus generally. Actual events or results may differ materially from those 
discussed in forward-looking statements as a result of various factors,         
including, without limitation, the risks outlined under "Risk Factors" and      
matters described in this prospectus generally. In light of these risks and     
uncertainties, there can be no assurance that the forward-looking statements    
contained in this prospectus will in fact occur.                                

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SELLING STOCKHOLDERS

The following table presents information regarding the selling
stockholders. Pursuant to the Standby Equity Distribution Agreement, Cornell    
Capital has agreed to purchase up to $5.0 million of our common stock. In       
addition, in connection with the execution of the Standby Equity Distribution,  
we issued Cornell Capital 2,013,109 shares of common stock. None of the selling 
stockholders are broker-dealers or affiliates of broker-dealers and none of the 
selling stockholders have held a position or office, or had any other material  
relationship, with us, except as follows:                                       

o    Cornell Capital is the investor under the Standby Equity 
       Distribution Agreement. All investment decisions of Cornell
       Capital Partners are made by its general partner, Yorkville
        Advisors, LLC. Mark Angelo, the managing member of Yorkville
      Advisors, LLC, makes the investment decisions on behalf of
Yorkville Advisors.                                 

o    Newbridge Securities, which intends to sell 93,633 shares
acquired pursuant to a Placement Agent Agreement.   

The table follows:                                            

                                                        [Enlarge/Download Table]


                                                                         SHARES TO BE                                           
                                                                        ACQUIRED UNDER                                          
                                                      PERCENTAGE OF      THE STANDBY                            PERCENTAGE OF   
                               SHARES BENEFICIALLY  OUTSTANDING SHARES     EQUITY                             OUTSTANDING SHARES
                                  OWNED BEFORE      BENEFICIALLY OWNED   DISTRIBUTION  SHARES TO BE SOLD IN   BENEFICIALLY OWNED
    SELLING STOCKHOLDER             OFFERING        BEFORE OFFERING(1)    AGREEMENT      THE OFFERING           AFTER OFFERING  
--------------------------     ------------------- ------------------   -------------  --------------------  -------------------
                                                                                                                                
Cornell Capital (3)                     2,013,109               2.9%      83,333,333     85,346,442(2)                    0%    
Newbridge Securities Corporation           93,633                  *               0            93,633                    0%    
Philippe Amsler (4)                     2,000,000               2.9%               0         2,000,000                    0%    
Alain Chevalier                           255,890                  *               0           100,000                     *    
Anglo Irish Bank SA                     1,602,456                  *               0           600,000                  1.5%    
Gilles Queru                              766,667               1.1%               0           766,667                    0%    
Patrick Hubscher                           40,000                  *               0            40,000                    0%    
Kellogg Capital Group LLP               3,000,000                  *               0           500,000                  3.7%    
-----------------------------------------                                                                                       
* Less than 1%.                                                                                                                 


(1)      Percentage of outstanding shares is based on 68,447,864 shares of      
       common stock outstanding as of December 3, 2004, together with shares
deemed beneficially owned by each such shareholder. Beneficial
        ownership is determined in accordance with the rules of the Securities
     and Exchange Commission and generally includes voting or investment
      power with respect to securities. Shares of common stock that may be
 obtained within sixty days of December 3, 2004 are deemed to be
   beneficially owned by the person holding such securities that are
         convertible or exchangeable into shares of common stock for the purpose
      of computing the percentage of ownership of such person, but are not
    treated as outstanding for the purpose of computing the percentage
ownership of any other person.                                

(2)      Mymetics cannot predict the actual number of shares of common stock    
 that will be issued pursuant to the Standby Equity Distribution
      Agreement because the purchase price of the shares under the Standby
   Equity Distribution Agreement is based upon future bid prices for
   Mymetics' shares at the time it requests an advance of funds from
   Cornell Capital and because Mymetics has not determined the total
         amount of advances under the Standby Equity Distribution Agreement that
        it intends to request. Therefore, the number of shares of common stock
     registered under this registration statement in connection with the
        Standby Equity Distribution Agreement is based on Mymetics' good-faith
        estimate of the maximum number of shares that Mymetics will issue with
   respect thereto based upon current market prices of the company's
common stock.                                                 

(3)      Assumes Cornell Capital sells all shares purchased by it pursuant to   
       the Standby Equity Distribution Agreement and 2,013,109 of the shares
    of common stock issued as payment of a $215,000 commitment fee but
retains all other of our shares currently held by it.         

(4)      Assumes Mr. Amsler will sell all shares that are pledged to him as     
      collateral for payment of a judgment against the Company. Mr. Amsler
        was awarded approximately $106,000 in damages by a court in the canton
       of Geneva, Switzerland, pursuant to a claim he had against our French
         subsidiary, Mymetics S.A. (formerly Hippocampe S.A.) for its failure to
         pay for legal services rendered. As a practicing lawyer in Switzerland,
       Mr. Amsler is barred under that jurisdiction's ethical guidelines for
       lawyers from taking stock directly for legal services rendered. If we
        were unable to pay Mr. Amsler he would be permitted to seek payment of
the claim by the sale of these shares.                        

         The following information contains a description of Cornell Capital and
Newbridge Securities Corp.'s relationship to Mymetics and how each of them      
acquired the shares to be sold in this offering. None of the selling            
stockholders have held a position or office, or had any other material          
relationship, with Mymetics, except as described below.                         

SHARES ACQUIRED IN FINANCING TRANSACTIONS WITH MYMETICS                         

    CORNELL CAPITAL. Cornell Capital is the investor under the Standby
Equity Distribution Agreement and a holder of 2,013,109 shares of our common    
stock. All investment decisions of Cornell Capital are made by its general      
partner, Yorkville Advisors, LLC. Mark Angelo, the managing member of Yorkville 
Advisors, makes the investment decisions on                                     

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behalf of Yorkville Advisors. Cornell Capital acquired all shares being         
registered in this offering in financing transactions with Mymetics. Those      
transactions are explained below:                                               

       Pursuant to the Standby Equity Distribution Agreement, we may, at our
discretion, periodically issue and sell to Cornell Capital shares of common     
stock for a total purchase price of $5.0 million. The amount of each advance is 
subject to a maximum advance amount of $175,000. Cornell Capital will purchase  
shares of our common stock for a 2% discount to the lowest closing bid price of 
our common stock for the five days immediately following the notice date. In    
addition, Cornell Capital will retain 5% of each advance under the Standby      
Equity Distribution Agreement and receive a commitment fee of $215,000. The     
commitment fee is payable by the issuance of common stock. This prospectus      
relates to the shares of our common stock to be issued under the Standby Equity 
Distribution Agreement and 2,013,109 shares of our common stock issued as       
payment for the commitment fee. Cornell Capital intends to sell such shares at  
the then prevailing market price. There are certain risks related to sales by   
Cornell Capital, including:                                                     

      o     The outstanding shares will be issued based on discount to the
              market rate. As a result, the lower the stock price, the greater
               the number of shares that will be issued to Cornell Capital. This
            could result in substantial dilution to the interests of other
holders of common stock.                          

      o     To the extent Cornell sells its common stock, the common stock
            price may decrease due to the additional shares in the market.
               This could allow Cornell to sell greater amounts of common stock,
       the sales of which would further depress the stock price.

    o     The significant downward pressure on the price of the common
            stock as Cornell sells material amounts of common stocks could
       encourage short sales by others. This could place further
 downward pressure on the price of the common stock.

       NEWBRIDGE. Newbridge is an unaffiliated registered broker-dealer that
has been retained by us. For its services in connection with the Standby Equity 
Distribution Agreement, Newbridge received a fee of $10,000, which is payable in
shares of common stock. These shares are being registered in this offering. All 
investment decisions of Newbridge are made by its President, Guy Amico.         

 USE OF PROCEEDS

   This prospectus relates to shares of our common stock that may be
offered and sold from time to time by certain selling stockholders. There will  
be no proceeds to us from the sale of shares of common stock in this offering.  
However, we will receive the proceeds from the sale of shares of common stock to
Cornell Capital under the Standby Equity Distribution Agreement. The purchase   
price of the shares purchased under the Standby Equity Distribution Agreement   
will be equal to 98% of the lowest closing volume weighted average price of the 
Company's common stock as quoted by Bloomberg, LP on the OTC Bulletin Board for 
the five days immediately following the notice date. Cornell Capital will retain
5% of each advance.                                                             

       We intend to use the proceeds from the sale of shares of common stock
to Cornell Capital for general corporate purposes.                              

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DILUTION

      Since this offering is being made solely by the selling stockholders
and none of the proceeds will be paid to us, our net tangible book value will be
unaffected by this offering. Our net tangible book value, however, will be      
impacted by the common stock to be issued under the Standby Equity Distribution 
Agreement.                                                                      

       Our net tangible book value as of September 30, 2004 was ($6,432,811)
or ($0.10) per share of common stock. Net tangible book value is determined by  
dividing our tangible book value (total tangible assets less total liabilities) 
by the number of outstanding shares of our common stock on that date. We have   
assumed a currency exchange rate of $1.3269 per Euro.                           

   For example, if we assume that we had issued 83,333,333 shares of
common stock under the Standby Equity Distribution Agreement on that date, at an
assumed offering price of $0.12 per share, less $61,445 of offering expenses,   
our net tangible book value as of September 30, 2004 would have been $2,805,744 
or $0.02 per share. This represents an immediate increase in net tangible book  
value to existing shareholders of $0.12 per share and an immediate dilution to  
new shareholders of $0.10 per share, or 83.3%. The following table illustrates  
the per share dilution:                                                         

                                                                [Download Table]

                                                                           
Assumed public offering price per share                               $0.12
Net tangible book value per share before this offering    ($0.10)          
Increase attributable to new investors                     $0.12           
                                                        ----------         
Net tangible book value per share after this offering                 $0.02
                                                                    -------
Dilution per share to new shareholders                                $0.10
                                                                    =======

 The offering price of our common stock under the Standby Equity
Distribution Agreement is based on 98% of the lowest volume weighted average    
price of the Company's common stock as quoted by Bloomberg, LP on the OTC       
Bulletin Board or other principal market on which our common stock is traded for
the five consecutive trading days after the notice date. In order to give       
prospective investors an idea of the dilution per share they may experience, we 
have prepared the following table showing the dilution per share at various     
assumed offering prices. The following table shows the dilution to new investors
of the different prices set forth below:                                        

                                                                [Download Table]


    ASSUMED        NO. OF SHARES TO BE         DILUTION PER SHARE TO 
OFFERING PRICE           ISSUED                    NEW INVESTORS     
--------------  --------------------------  -------------------------
                                                                     
     $0.08            83,333,333 (1)                       $0.08     
     $0.10            83,333,333 (1)                       $0.09     
     $0.14            83,333,333 (1)                       $0.11     
     $0.16            83,333,333 (1)                       $0.12     


-----------------------------------------                                       
(1)  This represents the maximum number of shares of common stock that will be  
registered under the Standby Equity Distribution Agreement.           

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 STANDBY EQUITY DISTRIBUTION AGREEMENT

SUMMARY. On October 19, 2004, we entered into a Standby Equity
Distribution Agreement with Cornell Capital Partners. Pursuant to the Standby   
Equity Distribution Agreement, we may, at our discretion, periodically sell to  
Cornell Capital shares of common stock for a total purchase price of up to $5.0 
million. For each share of common stock purchased under the Standby Equity      
Distribution Agreement, Cornell Capital will pay 98% of the lowest closing      
volume weighted average price of our Common Stock as quoted by Bloomberg, LP    
with respect to the five trading days after we give notice to Cornell that we   
wish to sell stock to them. In addition, Cornell Capital Partners will retain a 
commission of 5.0% of each advance under the Standby Equity Distribution        
Agreement. Cornell Capital is a private limited partnership whose business      
operations are conducted through its general partner, Yorkville Advisors, LLC.  
In addition, we have engaged Newbridge Securities Corporation, an unaffiliated  
registered broker-dealer, to act as our exclusive placement agent in connection 
with the Standby Equity Distribution Agreement. For its services, Newbridge will
be paid a $10,000 placement agent fee, which is payable in shares of our common 
stock. The effectiveness of the sale of the shares under the Standby Equity     
Distribution Agreement is conditioned upon us registering the shares of common  
stock with the Securities and Exchange Commission. The costs associated with    
this registration will be borne by us.                                          

  STANDBY EQUITY DISTRIBUTION AGREEMENT EXPLAINED. Pursuant to the
Standby Equity Distribution Agreement, we may periodically sell shares of common
stock to Cornell Capital to raise capital to fund our working capital needs. The
periodic sale of shares is known as an advance. We may request an advance every 
seven trading days. A closing will be held six trading days after the applicable
pricing period for such advance at which time we will deliver shares of common  
stock and Cornell Capital will pay the advance amount less the commission       
described above.                                                                

         We may request advances under the Standby Equity Distribution Agreement
once the underlying shares are registered with the Securities and Exchange      
Commission. Thereafter, we may continue to request advances until Cornell       
Capital has advanced $5.0 million or until the date that is two years after the 
SEC first declares the Registration Statement effective, whichever occurs first.
We are limited to a maximum advance of $215,000. In no event will the number of 
shares issuable to Cornell Capital pursuant to an advance exceed 9.9% of our    
then-outstanding common stock. We are entitled to receive advances under the    
Standby Equity Distribution Agreement provided that: (i) the accompanying       
registration statement has previously become effective and remain effective on  
the date of delivery by us of an advance notice; (ii) we have obtained all      
permits and qualifications required by any applicable state law with respect to 
the offer and sale of shares of our common stock under the Standby Equity       
Distribution Agreement; (iii) no fundamental changes to the information set     
forth in accompanying registration statement exist which would require us to    
file a post-effective amendment to the accompanying registration statement; and 
(iv) the trading of our common stock is not suspended by the Securities and     
Exchange Commission or the principal trading exchange or market for our common  
stock.                                                                          

         We cannot predict the actual number of shares of common stock that will
be issued pursuant to the Standby Equity Distribution Agreement, in part,       
because the purchase price of the shares will fluctuate based on prevailing     
market conditions and we have not determined the total amount of advances we    
intend to draw. Nonetheless, we can estimate the number of shares of our common 
stock that will be issued using certain assumptions. Assuming we drew down the  
entire $5.0 million available under the Standby Equity Distribution Agreement in
a single advance (which is not permitted under the terms of the Standby Equity  
Distribution Agreement) and the purchase price was equal to $0.12 per share,    
then we would issue 41,666,666 shares of our common stock to Cornell Capital.   
These shares would represent approximately 37.8% of our outstanding common stock
upon issuance. Mymetics is registering 89,446,742 shares of common stock for    
sale under the Standby Equity Distribution Agreement. On December 1, 2004, we   
amended our Certificate of Incorporation to increase our authorized share of    
common stock to 500,000,000 shares. As of December 3, 2004, we had 68,447,864   
shares of common stock issued and outstanding. If our share price were to       
decline dramatically, we may need to register additional shares of common stock 
in order to fully utilize the $5.0 million available under the Standby Equity   
Distribution Agreement and would need to amend our Certificate of Incorporation 
to increase the number of authorized shares of common stock available for       
issuance.                                                                       

       You should be aware that there is an inverse relationship between our
stock price and the number of shares to be issued under the Standby Equity      
Distribution Agreement. That is, as our stock price declines, we would be       
required to issue a greater number of shares under the Standby Equity           
Distribution Agreement for a given advance. This inverse relationship is        
demonstrated by the following table, which shows the number of shares to be     
issued under the Standby Equity Distribution Agreement at a recent price of     
$0.12 per share and discounts to the recent price. This table does not take into
account any shares of our common stock that may be issued upon the conversion or
exercise of outstanding options and warrants.                                   

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                                                        [Enlarge/Download Table]

                                                                                            
Market Price              $         0.06   $         0.08   $         0.10   $         0.12 

Purchase Price:           $        0.059   $        0.078   $        0.098   $        0.118 

No. of Shares(1):             83,333,333       62,500,000       50,000,000       41,666,667 

Total Outstanding(2):        151,781,197      130,947,864      118,447,864      110,114,530 

Percent Outstanding(3):             54.9%            47.7%            42.2%            37.8%

Net Cash to Mymetics (4)  $    4,655,000   $    4,655,000   $    4,655,000   $    4,655,000 


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

(1)    Represents the number of shares of common stock to be issued to Cornell  
Capital at the prices set forth in the table.                     

(2)    Represents the total number of shares of common stock outstanding after  
the issuance of the shares to Cornell Capital.                    

(3)    Represents the shares of common stock to be issued as a percentage of    
the total number shares outstanding.                              

(4)    Cash proceeds to Mymetics after deduction of 5% of each advance          
retained by Cornell Capital.                                      

The proceeds received by us under the Standby Equity Distribution 
Agreement will be used for general corporate purposes, for an expansion of the  
financial product and service offerings and for development of sales and        
marketing channels. We cannot predict the total amount of proceeds to be raised 
in this transaction, in part, because we have not determined the total amount of
the advances we intend to draw. However, we expect to incur expenses of         
approximately $61,445 consisting primarily of professional fees incurred in     
connection with this registration.                                              

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PLAN OF DISTRIBUTION

        The selling stockholders have advised us that the sale or distribution
of our common stock owned by the selling stockholders may be effected directly  
to purchasers by the selling stockholders or by pledgees, transferees or other  
successors in interest, as principals or through one or more underwriters,      
brokers, dealers or agents from time to time in one or more transactions (which 
may involve crosses or block transactions) (i) on the OTC Bulletin Board market 
or in any other market on which the price of our shares of common stock are     
quoted or (ii) in transactions otherwise than on the OTC Bulletin Board market  
or in any other market on which the price of our shares of common stock are     
quoted. Any of such transactions may be effected at market prices prevailing at 
the time of sale, at prices related to such prevailing market prices, at varying
prices determined at the time of sale or at negotiated or fixed prices, in each 
case as determined by the selling stockholders or by agreement between the      
selling stockholders and underwriters, brokers, dealers or agents, or           
purchasers. If the selling stockholders effect such transactions by selling     
their shares of our common stock to or through underwriters, brokers, dealers or
agents, such underwriters, brokers, dealers or agents may receive compensation  
in the form of discounts, concessions or commissions from the selling           
stockholders or commissions from purchasers of common stock for whom they may   
act as agent (which discounts, concessions or commissions as to particular      
underwriters, brokers, dealers or agents may be in excess of those customary in 
the types of transactions involved). The selling stockholders and any brokers,  
dealers or agents that participate in the distribution of the common stock may  
be deemed to be underwriters, and any profit on the sale of common stock by them
and any discounts, concessions or commissions received by any such underwriters,
brokers, dealers or agents may be deemed to be underwriting discounts and       
commissions under the Securities Act.                                           

  If any shares of common stock being registered for resale in the
accompanying registration statement are transferred from the named selling      
stockholders listed in this Prospectus and such transferees wish to rely on this
Prospectus to resell these shares, then a post-effective amendment to the       
accompanying registration statement would need to be filed with the Securities  
and Exchange Commission naming these individuals as selling shareholders and    
providing the information required by Item 507 of Regulation S-B.               

Cornell Capital is an "underwriter" within the meaning of the 
Securities Act of 1933 in connection with the sale of common stock under the    
Standby Equity Distribution Agreement. Cornell Capital will pay us 98% of the   
lowest closing bid price for our common stock reported by Bloomberg LP with     
respect to the five trading days after we give notice to Cornell that we wish to
receive an advance. The 2% discount on the purchase of the common stock to be   
received by Cornell Capital will be an underwriting discount. In addition,      
Cornell Capital is entitled to retain 5% of the proceeds raised by us under the 
Standby Equity Distribution Agreement and receive a commitment fee of $215,000. 
The commitment fee is payable by the issuance of common stock. This prospectus  
relates to the shares of our common stock to be issued under the Standby Equity 
Distribution Agreement and 2,013,109 shares of our common stock issued as       
payment for the commitment fee. Cornell Capital intends to sell such shares at  
the then prevailing market price. The 2% discount, the 5% retainage and the     
commitment fee are underwriter discounts. In addition, Newbridge, an            
unaffiliated registered broker-dealer, will be paid a placement agent fee of    
$10,000, which, in our discretion, is payable in cash or shares of our common   
stock.                                                                          

    The Standby Equity Distribution Agreement provides that we may not
request an advance with respect to the Standby Equity Distribution Agreement at 
any time that Cornell Capital has beneficial ownership of 9.9% or more of our   
outstanding common stock nor may we request and advance that would cause Cornell
Capital to own more than 9.9% of our outstanding common stock. Currently,       
Cornell Capital has beneficial ownership of 2.9% of our common stock.           

   Cornell Capital was formed in February 2000 as a Delaware limited
partnership. Cornell Capital is a private equity fund whose principal business  
function is to provide equity and debt financing to publicly traded companies   
through vehicle including but not limited to equity lines of credit and         
convertible debentures. Cornell Capital does not have any material relationships
with the officers or directors of Mymetics.                                     

         Under the securities laws of certain states, the shares of common stock
may be sold in such states only through registered or licensed brokers or       
dealers. In addition, in certain states, the shares of common stock may not be  
sold unless the shares have been registered or qualified for sale in such state 
or an exemption from registration or qualification is available and is complied 
with.                                                                           

        Our common stock is deemed to be "penny stock" as that term is defined
in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934. Penny     
stocks are stock: (i) with a price of less than $5.00 per share; (ii) that are  
not traded on a "recognized" national exchange; (iii) whose prices are not      
quoted on the Nasdaq automated quotation system (Nasdaq listed stock must still 
have a price of not less than $5.00 per share); or (iv) in issuers with net     
tangible assets less than $2.0 million (if the issuer has been in continuous    
operation for at least three years) or $5.0 million (if in continuous operation 
for less than three years), or with average revenues of less than $6.0 million  
for the last three years.                                                       

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Broker/dealers dealing in penny stocks are required to provide
potential investors with a document disclosing the risks of penny stocks.       
Moreover, broker/dealers are required to determine whether an investment in a   
penny stock is a suitable investment for a prospective investor. These          
requirements may reduce the potential market for our common stock by reducing   
the number of potential investors. This may make it more difficult for investors
in our common stock to sell shares to third parties or to otherwise dispose of  
them. This could cause our stock price to decline.                              

        We will pay the entire expenses incident to the registration, offering
and sale of the shares of common stock to the public hereunder other than       
commissions, fees and discounts of underwriters, brokers, dealers and agents. We
have agreed to indemnify the selling stockholders and their controlling persons 
against certain liabilities, including liabilities under the Securities Act. We 
estimate that the expenses of the offering to be borne by us will be            
approximately $61,445 as well as 5.0% of the gross proceeds received under the  
Standby Equity Distribution Agreement that will be retained by Cornell Capital. 
We intend to pay these expenses from the proceeds we anticipate receiving under 
the Standby Equity Distribution Agreement. We will not receive any proceeds from
the sale of any of the shares of common stock by the selling stockholders. We   
will, however, receive proceeds from the sale of common stock under the Standby 
Equity Distribution Agreement.                                                  

     The selling stockholders should be aware that the anti-manipulation
provisions of Regulation M under the Exchange Act will apply to purchases and   
sales of shares of common stock by the selling stockholders, and that there are 
restrictions on market-making activities by persons engaged in the distribution 
of the shares. Under Regulation M, the selling shareholders or their agents may 
not bid for, purchase, or attempt to induce any person to bid for or purchase,  
shares of our common stock of Mymetics while such selling shareholders are      
distributing shares covered by this prospectus. Accordingly, except as noted    
below, the selling shareholders are not permitted to cover short sales by       
purchasing shares while the distribution is taking place. Cornell Capital can   
cover any short positions only with shares received from us under the Standby   
Equity Distribution Agreement. The selling stockholders are advised that if a   
particular offer of common stock is to be made on terms constituting a material 
change from the information set forth above with respect to the Plan of         
Distribution, then to the extent required, a post-effective amendment to the    
accompanying registration statement must be filed with the Securities and       
Exchange Commission.                                                            

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 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

  The following information should be read in conjunction with the
consolidated financial statements of Mymetics and the notes thereto appearing   
elsewhere in this filing. Statements in this Management's Discussion and        
Analysis or Plan of Operation and elsewhere in this prospectus that are not     
statements of historical or current fact constitute "forward-looking            
statements."                                                                    

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION                       

  The following information should be read in conjunction with the
consolidated financial statements of Mymetics and the notes thereto appearing   
elsewhere in this filing. Statements in this Management's Discussion and        
Analysis or Plan of Operation and elsewhere in this prospectus that are not     
statements of historical or current fact constitute "forward-looking            
statements."                                                                    

OVERVIEW                                                                        

        In March 2001, we acquired substantially all of the shares of Mymetics
SA (formerly Hippocampe SA) as our primary operating business. Mymetics SA is a 
biotechnology research and development company devoted to fundamental and       
applied research in the areas of human and veterinary biology and medicine. The 
Company's primary objective is to develop therapies to treat certain            
retroviruses including human immunodeficiency virus, or HIV, the virus that     
leads to acquired immunodeficiency syndrome, or AIDS. Additional applications of
our research include potential treatments and/or vaccines for animal AIDS, human
and animal oncoviral leukemias, multiple sclerosis and organ transplantation.   

     Since the acquisition of Mymetics SA, our financial statements have
been prepared treating us as a development stage company. We currently do not   
make, market or sell any products or services. As of September 30, 2004, we had 
not performed any clinical testing and a commercially viable product is not     
expected for several more years. As such, we have not generated any significant 
revenues. Revenues reported by us consist of incidental serum by-products of our
research and development activities and interest income. For the purpose of our 
financial reporting, the development stage started on May 2, 1990, which is the 
date that Mymetics SA was originally organized in France.                       

As of September 30, 2004, we have an accumulated deficit of   
approximately E25.1 million. Our losses have resulted primarily from research   
and development activities, related general and administrative expenses and bank
fees incurred in connection with the acquisition of Mymetics SA. To date, our   
principal sources of funding have been private equity financings and bank       
financings. We expect to continue to incur substantial operating losses for the 
foreseeable future as we continue our research and development activities.      

        The following discussion and analysis of our results of operations and
financial condition for the nine months ended September 30, 2004 should be read 
in conjunction with our consolidated financial statements and related notes     
included in this Registration Statement on Form SB-2.                           

CRITICAL ACCOUNTING POLICIES                                                    

       Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The preparation  
of these consolidated financial statements requires us to make estimates and    
assumptions that affect the reported amounts of assets, liabilities, revenues,  
costs and expenses, and related disclosures. On an ongoing basis, we evaluate   
our estimates and assumptions. Our actual results may differ from these         
estimates under different assumptions or conditions.                            

   We believe that of our significant accounting policies, which are
described in Note 1 of the notes to our consolidated financial statements, the  
following accounting policies involve a greater degree of judgment and          
complexity. Accordingly, these are the policies we believe are the most critical
to aid in fully understanding and evaluating our consolidated financial         
condition and results of operations.                                            

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                                                      

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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 a substantial portion of the Company's   
activities have been conducted in Europe.                                       

STOCK-BASED COMPENSATION                                                        

     The Company accounts for its stock-based employee compensation plan
under the recognition and measurement principles of APB Opinion No. 25,         
"Accounting for Stock Issued to Employees," and related interpretations. No     
stock-based employee compensation cost is reflected in net income, as all       
options granted under the plan had an exercise price equal to or greater than   
the market value of the underlying common stock on the date of grant.           
Compensation cost for stock options and warrants to purchase stock granted to   
non-employees is measured using the Black-Scholes valuation model at the date of
grant multiplied by the number of options granted, amortized over the estimated 
life of the option or warrant. This compensation cost is recognized ratably over
the vesting period. In accordance with APB No. 25, the Company records          
compensation costs only for stock options issued to non-employees.              

REVENUE AND EXPENSES                                                            

 We did not achieve any revenue for the nine month periods ended
September 30, 2004 or September 30, 2003. Our lack of revenue is directly       
attributable to our focus on research and development.                          

    We did not achieve any revenue in the year ended December 31, 2003
compared to E8,000 for the year ended December 31, 2002.                        

      Costs and expenses decreased to E1,338,000 for the nine months ended
September 30, 2004 from E1,680,000 for the nine months ended September 30, 2003,
a decline in costs and expenses of 20.3%. Research and development expenses     
decreased to E555,000 in the current period from E792,000, a decline of 29.9% in
the comparative period of 2003. General and administrative expenses decreased to
E586,000 in the nine months ended September 30, 2004 from E711,000, a decline of
17.6% in the comparable period of 2003. The declines in our expenses were       
largely as a result of a decline in our ability to fund our research and        
development during the period and a decline in associated expenses as a result  
of reduced spending. We also implemented stricter cost controls following the   
change in management.                                                           

        Costs and expenses decreased to E2,786,000 for the year ended December
31, 2003 from E3,630,000 for year ended December 31, 2002, a decline of 23.3%.  
Research and development expenses decreased to E1,263,000 in the current year   
from E1,878,000 in the comparable period of 2002, a decline of 32.7%. General   
and administrative expenses decreased to E1,090,000 in the year ended December  
31, 2003 from E1,293,000 in the comparable period of 2002, a decline of 15.7%.  
The declines in our expenses were largely as a result of a decline in our       
ability to fund our research and development during the period and a decline in 
associated expenses as a result of reduced spending. We also implemented        
stricter cost controls after a change in management in July 31, 2003, including 
reductions in management salaries and/or fees and travel expenses               

NET LOSS                                                                        

        We reported a net loss of E1,338,000, or E0.02 per share, for the nine
months ended September 30, 2004, compared to E1,492,000, or E0.03, for the nine 
months ended September 30, 2003. We reported a net loss of E2,786,000 or E0.05  
per share, for the year ended December 31, 2003, compared to E3,622,000 or      
E0.07, for the year ended December 31, 2002.                                    

LIQUIDITY AND CAPITAL RESOURCES                                                 

         These financial statements have been prepared assuming we will continue
as a going concern. We have experienced significant losses since inception      
resulting in a deficit in shareholders' equity of E25,137,000 as of September   
30, 2004, which raises substantial doubt about our ability to remain a going    
concern. Deficits in operating cash flows since inception have been financed    
through debt and equity sources.                                                

        As of September 30, 2004, we had approximately E8,000 in cash compared
to E125,000 at December 31, 2003.                                               

 Net cash used by operating activities was E974,000 for the nine
months ended September 30, 2004, compared to E1,468,000 for the nine months     
ended September 30, 2003. An increase in accounts payable provided cash of      
E19,000 for the nine months ended September 30, 2004 compared to E359,000 for   
the nine months ended September 30, 2003.                                       

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         Net cash used by operating activities was E1,773,000 for the year ended
December 31, 2003, compared to E3,235,000 for the year ended December 31, 2002. 

       Financing activities provided cash of E867,000 (of which E675,000 was
from the issuance of common stock to new investors) for the nine months ended   
September 30, 2004 compared to nil in the same period last year. We have a      
non-revolving term facility in the principal amount of up to E3.3 million, which
matures on December 31, 2004.                                                   

     Investing activities provided no/immaterial cash for the year ended
December 31, 2003 compared to E252,000 for the year ended December 31, 2002.    
Financing activities provided cash of E1,263,000 for the year ended December 31,
2003 compared to E2,181,000 in the same period last year. Proceeds from issuance
of common stock provided cash of E125,000 for the year ended December 31, 2003  
compared to E8,000 in the same period in 2002.                                  

  In order to remain a going concern, we intend to seek additional
financial resources to continue our research and development, pre-clinical and  
clinical studies and regulatory activities necessary to bring our potential     
products to market and to establish production, marketing and sales             
capabilities. The timing and amount of spending of such financial resources     
cannot be accurately predicted and will depend on several factors, including the
progress of our efforts in raising such financial resources, the progress of our
research and development efforts and pre-clinical and clinical activities,      
competing technological and market developments, the time and costs of obtaining
regulatory approvals, the time and costs involved in filing, prosecuting and    
enforcing patent claims, the progress and cost of commercialization of products 
currently under development, market acceptance and demand for our products and  
other factors beyond our control.                                               

        On October 20, 2004, we obtained a firm commitment of $5 million under
a Standby Equity Distribution Agreement signed with Cornell Capital. Under this 
agreement, we may issue and sell to Cornell Capital, common stock for a total   
purchase price of up to $5.0 million. We will be entitled to commence drawing   
down on the Standby Equity Distribution Agreement when the sale of the common   
stock under the Standby Equity Distribution Agreement is registered with the SEC
and for two years thereafter. The purchase price for the shares will be equal to
98% of the market price, which is defined as the lowest closing volume weighted 
average price of the Company's Common Stock as quoted by Bloomberg, LP on the   
OTC Bulletin Board for the five days immediately following the notice date. A   
cash fee equal to five percent (5%) of the cash proceeds of the draw down is    
also payable at the time of funding. To date, we have not received any funding  
under the Standby Equity Distribution Agreement.                                

         Except for this financing agreement, other than through our operations,
we have no other significant sources of working capital or cash commitments. No 
assurance can be given that these financing arrangements will be sufficient to  
meet our needs, or that we will ever produce sufficient revenues to expand our  
operations to a desirable level, or that a market for our common stock will be  
further developed for which a significant amount of our financing is dependant. 

       We believe that the financing arrangements in place are sufficient to
satisfy our cash requirements for the next eighteen to twenty-four months. If we
are unable to recognize sufficient proceeds from these arrangements, we believe 
that we can limit our operations, defer payments to management and maintain our 
business at nominal levels until we can identify alternative sources of capital.

         We will seek to raise additional funds from U.S. or European government
agencies such as NIH or Eurovac, from humanitarian donors such as the           
International AIDS Vaccine Initiative (IAVI) or the Bill and Melinda Gates      
Foundation, lenders and/or equity or debt issuance and/or potential partnership 
with major international pharmaceutical and biotechnology firms. However, there 
can be no assurance that we will be able to obtain grants and/or raise          
additional capital on terms satisfactory to us, or at all. In the event that we 
are not able to obtain such additional capital or grants, we would be required  
to restrict or even halt our operations. If adequate funds are not available, we
could be required to delay development or commercialization of our products or  
technologies that we would otherwise seek to commercialize for ourselves, or    
reduce the marketing, customer support or other resources devoted to our        
products, any of which could have a material adverse effect on our business,    
financial condition and result of operations.                                   

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OFF-BALANCE SHEET ARRANGEMENTS.                                                 

The Company does not have any off-balance sheet arrangements. 

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS                                   

                                                        [Enlarge/Download Table]


                                                 PAYMENTS DUE BY PERIOD (THOUSANDS OF EUROS)        
CONTRACTUAL OBLIGATION                                                                              
                                                       LESS                                    MORE 
                                                      THAN 1         1 -- 3       3 -- 5      THAN 5
                                          TOTAL        YEAR          YEARS         YEARS      YEARS 
                                                                                                    
Long-term debt                             E0           E0             E0           E0          E0  
Capital Lease Obligations                  E0           E0             E0           E0          E0  
Operating Lease Obligations                E20          E20            E0           E0          E0  
Purchase Obligations                       E0           E0             E0           E0          E0  
Other Long-Term Liabilities Reflected on   E242         E0             E242         E0          E0  
Mymetics Balance Sheet under GAAP                                                                   
TOTAL                                      E262         E20            E242         E0          E0  


INTEREST RATE RISK                                                              

       Fluctuations in interest rates may affect the fair value of financial
instruments. An increase in market interest rates may increase interest payments
and a decrease in market interest rates may decrease interest payments of such  
financial instruments. We have debt obligations which are sensitive to interest 
rate fluctuations.                                                              

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 DESCRIPTION OF BUSINESS

THE COMPANY                                                                     

OVERVIEW                                                                        

       We are a holding company conducting business through our subsidiaries
6543 Luxembourg S.A., a joint stock company organized in 2001 under the laws of 
Luxembourg ("LuxCo"), and Mymetics S.A. (formerly Hippocampe S.A.), a company   
organized in 1990 under the laws of France ("Mymetics S.A."). 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 LuxCo and Mymetics  
S.A. is a wholly-owned subsidiary of LuxCo.                                     

        We currently do not make, market or sell any products or services, and
thus, we have no revenues. We believe that our research and development         
activities, and the resulting intellectual property, will lead to the creation  
of commercially viable products, which can generate revenues for us in the      
future. If financially favorable terms are available, we may license or sell our
intellectual property to third parties. If we fail to develop our intellectual  
property, we are unlikely to generate significant revenues.                     

        Our principal offices are located at 14, rue de la Colombiere, CH-1260
Nyon (Switzerland). Our telephone number is 011-41-22-363-13-10.                

DEVELOPMENT OF THE COMPANY                                                      

 From our inception in 1990 to December 1997, we operated in the
environmental services industry, focusing on thermal treatment (in Florida),    
remediation services (in Florida and Pennsylvania) and waste oil recycling (in  
Illinois). In February 1995, we completed an initial public offering. In 1998   
and 1999, after disposing of our thermal treatment, remediation services and    
waste oil recycling 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 LuxCo, or Preferential Shares,    
which are convertible into shares of our common stock. In 2002, we acquired the 
remaining 0.1% of the outstanding common stock of Mymetics S.A. pursuant to     
share exchanges with the remaining stockholders of Mymetics S.A. The terms of   
these recent share exchanges were substantially similar to the terms of the     
share exchange that occurred in March 2001. Mymetics S.A. was, and continues to 
be, a biotechnology research and development company.                           

       On June 30, 2001, we closed on a private offering of 1,333,333 shares
of our common stock, at E1.77 ($1.50) per share, for an aggregate price of      
E2,355,600 ($2,000,000). This private placement was exempt from registration    
pursuant to Regulation S of the Securities Act of 1933, and the shares were sold
to foreign investors meeting the requirements of Regulation S.                  

      In August, 2002 the Company formed Mymetics Deutschland GmbH for the
purpose of applying for German government support of research activities to be  
conducted in Germany. This company never became active and was finally sold to  
MFC Securities (Deutschland) GmbH, an affiliate of our lender, MFC Merchant Bank
S.A.                                                                            

MYMETICS CORPORATION                                                            

   Prior to 2002, our activities were primarily conducted in Europe.
During the second quarter of 2002, through our operations in the United States, 
we launched programs in the United States in an attempt to reinforce our        
intellectual property portfolio and to accelerate the commercialization of our  
technology. This was done, in part, by attempting to target products and        
business development in the United States. Again, prior to this time, activities
such as design of the prototype molecules, synthesis, and in vitro testing had  
been conducted exclusively in Europe. We 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, we were forced to limit   
these activities in January 2003.                                               

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     In July 2003, we underwent a management change when a group of nine
shareholders took control of the Company and replaced all of our directors and  
officers (with the exception of Dr. Pierre-Francois Serres, the founder of      
Hippocampe S.A.). On July 20, 2003, Messrs. Christian Rochet and Ernst Lubke    
(now President and Chief Executive Officer and Chief Financial Officer of the   
Company) then representing a group of nine Swiss and French shareholders        
(including the founder of Mymetics, Dr. Pierre-Francois Serres) holding at that 
time over 54% of the outstanding shares of the Company, met with Mr. John M.    
Musacchio, then Chief Operating Officer and Chief Financial Officer of the      
Company, to inform him of the decision of said group of shareholders to request 
the resignation of all of the directors and officers of the Company (except Dr. 
Serres) and their intent to have some of the Company's major shareholders       
appointed as new directors and officers. The then incumbent board agreed to the 
shareholders demands.                                                           

The shareholders expressed their concern about the Company's  
disclosures (or absence of disclosures), specifically:                          

         o the high ratio of general and administrative expenses compared to R&D
expenses,                                                 
o the scarcity of significant, published scientific results,  
   o the refusal of the Board of Directors to acknowledge and act on
        nominations to the Board of Mymetics of well qualified candidates,
made in August 2001 by Messrs. Rochet and Lubke,          
o the apparent inability of the Company to attract new capital
       following the significant decline of the Company's share price in
August 2002,                                              
         o the resignation of key executives (the CEO and the VP of development)
in February 2003, and                                     
         o the removal of Dr. Serres, the Company's founder and Chief Scientific
Officer in May 2003.                                      

     The new management team pledged to limit general and administrative
expenses, in particular salaries, consulting fees and travel expenses, and to   
devote a higher proportion of funds to the Company's core business of research  
and development related to AIDS and other autoimmune related pathologies.       

       On July 24, 2003, a letter formally requesting the resignation of the
Company directors and officers (except Dr. Serres) was sent by the shareholders 
to the Company counsel, following which new directors were elected and new      
officers appointed on July 30 and 31, 2003.                                     

MYMETICS S.A.                                                                   

Our subsidiary, Mymetics S.A., is a biotechnology research and
development company devoted to fundamental and applied research in the area of  
human and veterinary biology and medicine. Mymetics S.A.'s primary objective is 
to develop therapies to treat certain retroviruses, including the human         
immunodeficiency virus, or HIV, the virus that leads to acquired                
immunodeficiency syndrome, or AIDS. Additional applications of Mymetics S.A.'s  
research include potential treatments and/or vaccines for animal AIDS, human and
animal oncoviral leukemias, multiple sclerosis and organ transplantation. To    
date, Mymetics S.A. has conducted its fundamental research in Europe.           

        Mymetics S.A.'s research strategy is to structure and manage a network
of public and private best-in-class research teams, each with a clearly         
delineated focus. Mymetics S.A. has segmented its primary research into modules,
which are then out-sourced, under its direct supervision, to high-level,        
specialized and complementary public and private research teams. Mymetics S.A.  
retains all intellectual property rights in the combined research and applies   
for domestic and international patents whenever justified. As agreed and        
coordinated by Mymetics S.A., the research teams are authorized to co-publish   
their results.                                                                  

MYMETICS GMBH                                                                   

 Mymetics Deutschland GmbH was formed in 2002 for the purpose of
applying for German government support of research activities to be conducted in
Germany. The German government offers subsidy programs as a means of attracting 
business investment into parts of eastern Germany. In particular, Mymetics      
Deutschland GmbH was organized to take advantage of (i) an investment matching  
program offered by the German government, whereby the German government matches 
the amount of certain investments made by companies in eastern Germany and (ii) 
a broader program, whereby the German government offers significant amounts of  
grant money to companies in eastern Germany that satisfy certain conditions.    
Mymetics Deutschland GmbH solicited interest from existing research teams in    
eastern Germany, formulated four distinct research programs and applied for     
German government grants. In December 2002, Mymetics Deutschland GmbH was       
informed that two of its programs would be eligible for matching grants.        
However, the broader program                                                    

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described above, which may have served as a source of substantial working       
capital, was suspended by the German government for biotechnology companies.    
Consequently, the former Board of Directors elected to suspend its planned      
expansion of research activities into Germany and sold the German company to MFC
Securities (Deutschland) GmbH, an affiliate of our lender, MFC Merchant Bank    
S.A., in July 2003.                                                             

RECENT INDUSTRY DEVELOPMENTS                                                    

         During the first quarter of 2003, one of our major competitors received
approval from the United States Food and Drug Administration (FDA) of its fusion
inhibitor candidate drug. This development, combined with advances in our       
research activities, served to validate our basic technology in the area of     
fusion inhibitors and, in particular, the efficacy of gp41-derived peptide      
product. Given this validation, as well as (i) advances in our research and     
development efforts, (ii) poor worldwide capital market conditions and (iii)    
lack of sufficient long term working capital, we have decided to re-direct our  
business development strategy: rather than independently funding the completion 
of research and development programs prior to the sale or licensing of our      
technology to a major international pharmaceutical or biotechnology firm, we    
have opted to accelerate the exploration of potential partnerships with major   
international pharmaceutical and biotechnology firms. We have also accelerated  
the development of our patent portfolio.                                        

We currently have compound prototypes potentially capable of  
commercialization, including:                                                   

     - Preventive vaccines - administered to healthy subjects to prevent
infection by HIV.                                         

    - Therapeutic molecules (pharmacological agents) - administered to
infected subjects to prevent cell infection by HIV.       

SCIENCE OVERVIEW                                                                

 Virus. Viruses are non-cellular organisms consisting of genetic
material surrounded by a protein coat called capside or nucleocapside. Viruses  
are totally dependent of living cells for their replication. During the free    
(extra-cellular) and infectious stage (intra-cellular) of their life cycle,     
viruses do not perform the usual functions of living cells, such as respiration 
and growth. Rather, when viruses enter a living plant, animal or bacterial cell,
they utilize the host cell's chemical energy and synthesizing ability to        
replicate. In other words, viruses utilize the infected cell as an "assembling  
manufacturer" for producing their viral genes and proteins to generate thousands
of infectious viruses, which are then released, often destroying the host cell. 
Most often, viruses enter the host through respiratory, gut or genital mucosal  
surfaces, although they also may directly enter the blood stream via hypodermic 
syringe, animal bite or insect bite. About 2,500 viral species have been        
identified to date. These viruses are subdivided into two main categories, based
on their genetic material: the DNA viruses that have deoxyribonucleic acid and  
the RNA viruses that use the ribonucleic acid. These virus categories can be    
re-subdivided, according to the presence or absence of a lipid membrane-host    
derived surrounding the viral capside made of proteins. Many other criteria are 
used to classify the 2,500 viruses into 75 major families. HIV belongs to the   
group of retroviruses, so called because they contain the reverse transcriptase 
enzyme that copies viral RNA back into DNA (the reverse of what usually occurs: 
DNA is copied into RNA). Retroviruses include three main groups: spumaviruses,  
oncoviruses that are often associated with cancers and lentiviruses that cause  
slow evolving pathologies, e.g. AIDS-associated lentiviruses.                   

  HIV. The human immunodeficiency virus (HIV) is a lentivirus that
belongs to retroviridae family that has RNA as genetic material. Once inside the
target cells (mostly T cells, monocytes/macrophages and dendritic cells), HIV   
uses its own reverse transcriptase enzyme in combination with the cell's        
machinery to copy it's RNA into DNA. Afterward, the HIV DNA can be integrated   
into the host chromosomes. If integration occurs, it means that after each cell 
division, the HIV genome is transmitted to the daughter cell with the host      
chromosomes. In other words, HIV can be spread to the next cell generation      
forever. HIV infection is characterized by the inability of the host immune     
system to mount an efficient immune response capable of neutralizing the HIV.   
Therefore, HIV is still replicating and spreading in the infected host,         
affecting and killing numerous cells of the immune system, leading to the       
life-threatening late stage of the disease called AIDS (Acquired Immuno         
Deficiency Syndrome). Other AIDS-associated lentiviruses that cause diseases in 
animals include: FIV (Feline Immuno Deficiency Virus causing AIDS in felines),  
SIV (Simian Immuno Deficiency Virus causing AIDS in monkeys) and BIV (Bovine    
Immuno Deficiency Virus causing AIDS in bovines).                               

       The global HIV epidemic is composed of multiple subtypes (clades) and
inter-subtypes recombinant forms, each with a distinct geographic distribution. 
Two strains of HIV capable of causing AIDS have been identified, HIV-1 and      
HIV-2. The genetic material of these two strains is approximately 60% identical.
HIV-1 is world-wide spread (pandemic), while                                    

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       HIV-2 seems to be more limited to certain areas of Africa (epidemic).
Each strain contains a number of subtypes, which are slight genetic variations  
of the virus. These variations result from the high mutation rate of HIV's      
genetic material. HIV uses these mutations as a mechanism to evade the immune   
system. Indeed, mutations in HIV genome may decrease or abolish the recognition 
of viral proteins by the host antibodies or cellular immune response toward HIV.
Most variations occur in the gene encoding the GP120 protein, and these         
mutations can alter the protein's structure and consequently, the recognition by
the host immune system.                                                         

      AIDS. AIDS is a fatal epidemic disease caused by an infection by HIV
(HIV-1 or HIV-2). In most cases, HIV invades the host and slowly attacks and    
destroys the immune system, the body's defense against disease, leaving the     
infected individual vulnerable to malignancies and infections that eventually   
cause death. The immune system's response (antibodies and cellular immune       
response) is usually sufficient to temporarily arrest progress of the infection 
and reduce levels of the virus in the blood. Virus replication continues,       
however, and gradually destroys the immune system by infecting and destroying   
critical white blood cells known as CD4+ T cells. The main cellular target of   
HIV is a special subtype of white blood cells critical to the immune system,    
known as helper T lymphocytes, or T4 helper cells. These cells play a central   
role in the orchestration of the immune responses by stimulating or activating  
virtually all of the other cells involved in immune protection. These cells     
include B lymphocytes that produce antibodies needed to fight infection;        
cytotoxic T lymphocytes, which destroy cells infected with virus; and           
macrophages and other effector cells, which attack invading pathogens.          
Furthermore, helper T cells are the main producer of a small molecule named IL-2
cytokine. This IL-2 acts as a key messenger between helper T cells and other    
effector cells of the immune system. Once HIV has entered into the helper T     
cell, it can impair the functioning of or destroy the cell. Therefore, it       
contributes to lower this IL-2 messenger concentration present in the           
HIV-infected host and consequently, leads to a major defect in cell             
communication.                                                                  

         A hallmark of the onset of AIDS is a drastic reduction in the number of
helper T cells in the body of HIV-infected subjects. HIV can also infect other  
cells, including certain monocytes and macrophages, dendritic cells as well as  
brain cells. All these cells have a common protein at their cell surface called 
CD4. This CD4 protein serves usually as primary receptor for the HIV surface    
envelope glycoprotein called gp160, which explains why HIV target cells the CD4 
molecule. Destruction of CD4+ lymphocytes is the major cause of the             
immunodeficiency observed in AIDS, and decreasing CD4+ lymphocyte levels appear 
to be the best indicator of morbidity in these patients. As the infection       
progresses, the immune system's control of HIV levels weakens, the number of    
viruses in the blood rises and the level of critical T cells declines to a      
fraction of their normal level.                                                 

  Viral Envelope of HIV. The viral envelope of HIV is covered with
mushroom-shaped spikes called gp160 that enable the virus to attach itself to   
the target cell. The cap of each "mushroom" is comprised of gp120 molecules and 
its stem is comprised of gp41 molecules that is anchored into the viral envelope
(gp120+gp41=gp160). Gp120 is a glycoprotein that protrudes from the surface of  
HIV and binds to the CD4 receptor present at the surface of CD4+ T-cells. In a  
two-step process that allows HIV to breach the membrane of T-cells, the         
gp120-CD4 complex refolds to reveal a second structure that binds to CCR5 or    
CXCR4, one of several chemokine co-receptors used by the virus to gain entry    
into T cells. Gp41 is a glycoprotein embedded in the outer envelope of HIV and  
plays a key role in HIV's infection of cells by carrying out the fusion of the  
viral and cell membranes.                                                       

        Immune System. The immune system functions to protect the body against
infection and foreign substances, including viruses and bacteria. This defensive
function is performed by certain body's white blood cells (T cells that belong  
to leukocytes) capable of recognizing foreign substances presented by a number  
of accessory cells like dentritic cells. When an immunocompetent T cell         
recognizes foreign material or a biological invader presented by dendritic cells
or macrophages, it normally induces an immune response. For example, B          
lymphocytes may be stimulated to produce and secrete antibodies capable of      
binding and neutralizing the pathogene, while cytotoxic T lymphocytes might be  
activated to destroy cells infected with viruses. This recognition function     
relies on the immune system's ability to recognize specific foreign molecular   
configurations, generically referred to as antigens. After specific recognition 
by T4 helper T cells, the most central cell of the immune system, interleukine-2
("IL-2") is produced by these same T4 helper T cells. IL-2 is a central         
interleukine that can promote cell activation, proliferation, regeneration      
and/or cell growth of many cells of the immune system, including B cells, NK    
cells, CD4+ helper and cytotoxic T lymphocytes.                                 

BUSINESS STRATEGY                                                               

    Our current objective is to develop a platform of both therapeutic
compounds and vaccines. We have made a series of discoveries about how the      
body's immune system responds to retroviruses, specifically HIV. The foundation 
of our platform technology and product pipeline is our discovery of a subtle    
mimicry between the virus and the host cells. By understanding the precise      
dynamics of the virus's GP41 and the host-cell's IL-2, we strongly believe we   
have the potential to design and develop specific therapeutic molecules and     
antibodies to disrupt or even prevent the disease. In addition to targeting HIV 
and AIDS, we plan to apply these findings to the potential treatment or even    
prevention of a range of additional diseases, including certain oncoviruses     
often associated with human leukemia.                                           

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      Some biotechnology companies are focusing on slowing or impeding the
progress of the virus once it has infected the body's host cells. Other         
biotechnology firms are attempting to develop therapies that prevent the virus  
from fusing with host cells. If the virus cannot fuse, it cannot reproduce, and 
the body's immune system then succeeds in arresting the invasion. Our approach  
is also based on the concept of preventing viral fusion. We believe our         
scientific strategy is unique in that its design is based on a series of        
discoveries involving mimicry, more specifically between the HIV envelope       
glycoprotein GP41 and the host's IL-2, one of the most critical cytokines of the
immune system. By exploiting this mimicry, HIV has found a new mechanism to     
evade the immune response. Indeed, the body's immune system responds to HIV     
invasion, but fails to differentiate properly between the viral GP41 and the    
host's IL-2 cytokine. As a result, we believe that the immune system attacks    
both of them with equal vigor. The unfortunate consequence is that the body, in 
turning on itself, undercuts its own defenses overtime. By better understanding 
these precise dynamics, we believe we will be able to design vaccines and to    
develop specific therapeutic molecules to prevent HIV from entering the host    
cells and allow the body's immune system to recognize specifically HIV and not  
the IL-2. Our current scientific strategy is based on the gp41-IL-2 mimicry to  
create therapeutic peptides to prevent HIV fusion and vaccines capable of       
inducing neutralizing antibodies that recognize strictly the GP41 as a separate 
and distinct entity from IL-2. If this can be accomplished, the body's immune   
system should be able to identify and focus the attack on the virus instead of  
inducing an autoimmune disease directed toward the IL-2 and compromising the    
quality of the immune system.                                                   

     The Discovered Molecular Mimicry Between Trimeric GP41 AND IL-2. We
have discovered a molecular mimicry between the trimeric ectodomain of the      
transmembrane protein of different immunosuppressive lentiviruses causing AIDS  
in various species (HIV-human; SIV-monkey; FIV-cat) and the IL-2 of the infected
host species. Our initial results were published with the French Academy of     
Sciences in November 2000.                                                      

       Autoimmune Consequences for HIV-Infected Subjects. We have found some
of the expected autoimmune consequences of the described virus-host molecular   
mimicry in HIV infected subjects. As expected, HIV positive sera recognize human
IL-2. The tests included 2,352 HIV+ and HIV-sera, and the results demonstrated  
that 100% of HIV+ patients (stages II, III and IV) were positive for the        
presence of anti IL-2 antibodies. Later, antibody cross-reactivities were found 
between the structurally and physically antigenic analogous sites of GP41       
(HIV-1) and human IL-2. The first results were presented in the Journal of      
Autoimmunity in 2001 and were also presented in a poster session at the Cold    
Springs Harbor, New York meeting on infectious disease in December 2001.        

VACCINAL USE OF THE MIMICRY DISCOVERY                                           

   Our current research modules focus on the following three fields:

        - FUNDAMENTAL RESEARCH. We believe that our insight into the GP41/IL-2
mimicry can help to explain, in large part, the main AIDS-associated disorders: 
drop of peripheral IL-2, decrease of non-infected T helper lymphocytes,         
apoptosis of non-infected cells, lymphoproliferation disorders and              
(alpha)2-microglobulin increase and hypergammaglobulinemia. Some of the possible
effects of the tridimensional GP41 (HIV-1)/human IL-2 molecular mimicry on the  
AIDS-associated disorders are being evaluated by our research teams, while other
scientific collaborators are studying the molecular mimicry in FIV, between the 
viral envelope protein gp36 and feline IL-2.                                    

        - PREVENTIVE VACCINES. We believe that our discovery of the host-virus
IL-2 mimicry opens the door to novel therapeutic and preventive vaccine         
strategies for both humans and animals. We believe that properly mutated        
trimeric gp41 and gp36 represent excellent candidate vaccines because they are  
devoid of the "IL-2" like structure and its harmful associated side effects     
(autoimmune disease). Furthermore, these engineered gp41 and gp36 have conserved
their native antigenic properties and correspond to the most conserved region of
the viral envelope glycoprotein, which otherwise exhibits considerable genetic  
diversity. Our specific preventive vaccine would be "universal" in that it would
train the body's immune system to recognize and defeat a broad array of HIV     
strains, while preventing the induction of the autoimmune reaction toward IL-2. 
Our recent advances in protein engineering and production allowed us to obtain  
very good soluble and stable trimeric gp41 and gp36, called first generation of 
immunogen, which has accelerated the preliminary vaccine program.               

      From January to August 2004, the first gp41 generation was tested in
rabbits for it's capacity to elicit neutralizing antibodies toward HIV-1, which 
were evaluated by our academic collaborators. A team in the field of            
transcytosis at the Cochin Institute, Paris (France) led by Dr. Morgane Bomsel, 
obtained 60% inhibition of HIV-1 transcytosis with primary strains. Sera were   
also tested by a well known team specialized in the field of neutralizing HIV   
antibodies at the University of Strasbourg (France). In the performed assay,    
primary T cells infection by primary HIV-1 strains (Bx-08 and SF-162) were      
respectively                                                                    

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neutralized at 70% and 80% by low sera dilutions. When total rabbit antibodies  
were purified from the serum, a neutralizing activity of 80% was obtained with  
an antibody concentration of 20 (mu)g/ml, using three primary HIV-1 strains.    
These results are similar to those obtained with the 2F5 antibody (>90%         
inhibition), one of the most potent neutralizing antibodies so far identified.  
Furthermore, infection of primary human macrophages by primary HIV-1 strains was
strongly inhibited (>90%) with a low antibody concentration. These preliminary  
results are highly encouraging, considering that the first gp41 generation of   
immunogen did not include the 2F5/4E10 epitopes, a well conserved area of gp41  
capable of inducing antibodies with a broad neutralizing activity against HIV-1.

      A second gp41 generation that has included the 2F5 and 4E10 epitopes
was first obtained in August 2004 and produced at larger scale in               
September-October 2004. These new gp41 immunogens were incorporated into        
liposomes and were well recognized by the 2F5 and 4E10 monoclonal antibodies    
kindly provided by the International AIDS Vaccine Initiative (IAVI), which      
suggest the presence of functional epitopes. Rabbit immunizations with          
gp41-liposomes have already started in mid-September and non-human primate      
(Rhesus macaque) immunizations over a 20 weeks period are scheduled for January 
2005. Presence of neutralizing antibodies in rabbit sera will be screened during
winter 2004 -- 2005, and macaque sera during or after June 2005, involving      
different neutralizing assays performed by different laboratories from the USA  
and France. Considering the encouraging results obtained with the first         
generation of gp41 immunogen, we are expecting with the second generation of    
gp41 a good cross-clade neutralizing activity toward various HIV-1 primary      
isolates. Results are expected through February-April 2005. Other complementary 
studies are under investigation for evaluating protein structures (MNR, circular
dichroism), antigenicity and immunogenicity.                                    

    Meanwhile, a third and a fourth generation of gp41 immunogens with
improved strategies for epitope maintenance and presentation are already        
underway. These gp41 immunogens should be available in Spring 2005 and rabbit   
and non-human primate immunizations with the 3rd or 4th generation of gp41 with 
newly formulated adjuvants should take place for the second half of 2005.       
Immunized macaques should also be challenged with viruses to evaluate the immune
protection. Depending on the results at the end of 2005, and the availability of
funds, a pre-clinical lot of gp41 immunogen is planned for early 2006 for       
proceeding to toxicology and phamacokinetics evaluations of the best gp41       
immunogen. We expect human tolerance and immunogenicity of the best gp41        
immunogen to take place in a phase I clinical trial in 2006-2007.               

  - THERAPEUTIC MOLECULES. Based on insights into mimicry, we have
developed a series of synthetic peptides that might inhibit the fusion between  
HIV or FIV and its target cell in an infected host. For the in vitro work, these
synthetic peptides have been effective for blocking both HIV and FIV infections,
while in vivo experiments with FIV peptides is under investigation to validate  
our HIV model. We believe these therapeutic molecules might prevent the virus   
entry into the target cell by inhibiting its attempts to reproduce. Having      
demonstrated that the transmission of HIV depends on the viral load, and that no
transmission has been observed below 1500 viral copies/ml., treatment with      
therapeutic agents may provide a strategy to control AIDS epidemicity. This     
application would complement available antiretroviral drugs, or may even provide
a substitute for the available antiretroviral drugs. In a series of independent 
in vitro experiments, our rationally designed peptide compounds were proven to  
effectively block viral fusion. These compounds also showed a potency that is   
equivalent to the gp41 compound recently approved by the FDA. The relative      
potency of our compounds were presented in a poster presentation given at       
Interscience Conference on Antimicrobal Agents and Chemotherapy in San Diego,   
California in September 2002. An additional poster presentation at the          
International Feline Retrovirus Research Symposium conference in December 2002  
showed the potency of a series of our FIV gp36-derived peptides, and in         
particular highlighted the surprising potency of a short compound (consisting of
8 amino acids only). Results were also recently published in the Journal of     
Virology (March 2003) in an article entitled "Antiviral Activity and            
Conformational Features of an Octapeptide Derived from the membrane-Proximal    
Ectodomain of the Feline Immunodeficiency Virus Transmembrane Glycoprotein." We 
also posted the results of a series of benchmarking in vitro assays,            
highlighting the potency of our HIV gp41 "IL-2 like"-derived peptide compounds  
across a wide array of clades or strains of the virus at the annual             
International Conference on Retroviruses and Opportunistic Infection in Boston  
in February 2003. We believe that this data validates our strategy of creating  
compounds from well-conserved IL-2-homologous regions in the gp41 for the       
greatest possible application for patients worldwide. Based on the success of in
vitro compounds, we launched our first in vivo tests in the feline model,       
collaborating with well-known research partners at the Retroviral Center at the 
University of Pisa, Italy. These tests are expected to provide valuable insight 
into the actual efficacy of the potential peptides, in particular the shorter   
peptides, which would offer a number of practical advantages in terms of        
commercialization, including less complexity, lower cost to manufacture, less   
immunogenicity, and potential greater bio-availability.                         

KEY STAFF                                                                       

      Our Board of Directors and management team consists of Mr. Christian
J.-F. Rochet, President, Chief Executive Officer and a member of our Board of   
Directors, Ernst Lubke, Chief Financial Officer, Secretary and a member of our  
Board of Directors, Dr. Sylvain Fleury, Ph.D., Vice President and Chief         
Scientific Officer and Dr. Pierre-Francois Serres, our Head of Exploratory      
Research and a member of our Board of Directors.                                

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RESEARCH AND DEVELOPMENT EXPENSES                                               

       Our efforts are focused on research and development and, as a result,
we have not generated any revenues or engage in any marketing activities. For   
the nine months ended September 30, 2004, and the years ended December 31, 2003,
December 31, 2002 and December 31, 2001, we spent E555,000, E1,263,000,         
E1,878,000 and E482,000 respectively, on research and development activities.   

INTELLECTUAL PROPERTY                                                           

     We are the exclusive owner of intellectual property relating to our
core business which is focused on the development of novel HIV therapeutics and 
vaccines. Specifically, we own two issued French patents (FR99 06528 and FR01   
15424) and one US issued patent (US 6,455,265) and its corresponding national   
filings and divisional filings in various countries including the United States,
Japan, Canada, EP, Brazil and Israel. We also filed three Patent Cooperation    
Treaty, or PCT, applications, WO 03/048187, WO 03/104262 and IB2004/002433, with
national phases in US and EP. We have additionally filed four United States     
provisional applications relating to our HIV therapeutics and vaccines.         

        We rely primarily on a combination of patent, copyright, trademark and
trade secret laws, as well as contractual restrictions, to protect our          
intellectual property. These legal protections afford limited protection. We    
generally require employees, strategic research partners and consultants with   
access to our intellectual property to execute confidentiality agreements.      
Despite our efforts to protect our intellectual property, unauthorized parties  
may attempt to copy the research and research methods that form the basis of our
intellectual property. The laws of many countries do not afford the same level  
of protection as those provided by United States intellectual property laws.    
Litigation may be necessary to protect and enforce our rights in our            
intellectual property.                                                          

COMPETITION                                                                     

We have not yet developed any actual products or generated any
revenues. Our future competitive position depends on our ability to successfully
develop our intellectual property, and to either use such intellectual property 
to produce one or more products capable of generating significant revenues or 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 
and veterinary biology and medicine all of which could be considered            
competitors. While many of these individuals and entities have greater          
financial, manufacturing, technical, human resource, marketing and distribution 
capabilities, and greater experience in conducting pre-clinical and clinical    
trials and in obtaining regulatory and FDA approvals, we believe that our       
technologies nonetheless provide us with a competitive advantage.               

Further, we may face significant competition in the design and
development of some of our therapeutic compounds and preventive vaccines. The   
biopharmaceutical industry is intensely competitive, especially in the field of 
HIV. If we are successful in developing and proving our therapeutic agents, we  
will compete with existing developed and approved therapies. The FDA has        
approved 16 antiviral drugs to treat HIV and AIDS, which fall into two          
categories depending on whether they target one or two viral enzymes: either HIV
protease or reverse transcriptase ("RT"). RT drugs aim to block reverse         
transcriptases and prevent transcription of the virus' generic material from RNA
to DNA. There are two classes of RT drugs: nucleoside analogues inhibitors and  
non-nucleoside inhibitors. The approved nucleoside analogues inhibitors include 
drugs such as Retrovir (ziduvodine; AZT), Videx (didanosine; ddl), Hivid        
(zalcitabine; ddc), Zerit (stavudine; d4T), Epivir (larnivudine; 3TC), Combivir 
(ziduvodine + lamivudine), Ziagen (abacavir; ABC). These drugs are manufactured 
by companies such as GlaxoSmithKline Plc, Bristol-Myers Squibb Company, Roche   
Holding AG and BioChem Pharma Inc. The approved non-nucleoside inhibitors       
include drugs such as Viramuno (nevlrapine), Rescriptor (delavirdine), and      
Sustiva (efavirenz; EFV) which are produced by Boehringer Ingelhelm Gmbh,       
Pharmacia & Upjohn Inc. and E. I. DuPont de Nemours and Company. The objective  
of approved protease inhibitor drugs is to prevent the assembly of new virus    
particles. The approved protease inhibitors include drugs such as Invirase      
(saquinavir), Fortovase (saquinavir), Norvir (ritonavir), Crixivan (indinavir), 
Viracept (nellinavir) and Agenerase (amprenavir), which are manufactured by     
companies including Roche Holding AG, Abbot Laboratories, Merck & Co. Inc.,     
Agouron Pharmaceuticals Inc., Vertex Pharmaceuticals Incorporated and Glaxo     
Wellcome Plc.                                                                   

    Both HIV protease and RT drugs have demonstrated their efficacy in
terms of HIV blood concentration and HIV-positive period and are used to slow   
the progression of the disease. Furthermore, efficacy has been higher with drug 
combinations. None of these drugs are, however, a cure, and mutations of HIV's  
envelope produce viral strains resistant to both classes of drugs. These drugs  
also produce toxic side effects on the peripheral nervous system and            
gastrointestinal tract. Non-compliance on combination therapies and             
interruptions in dosing could have an effect on, and trigger, accelerated viral 
replication.                                                                    

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       If successful in developing and validating our therapeutic molecules,
we believe that there are significant existing and future markets for the       
treatment of HIV and AIDS. There can be no assurance that currently approved    
drugs or products developed in the future for the treatment of HIV/AIDS by our  
competitors (which may include Roche Holding AG, Abbot Laboratories, Merck & Co.
Inc., Agouron Pharmaceuticals Inc., Vertex Pharmaceuticals Incorporated, Glaxo  
Wellcome Plc, Bristol-Myers Squibb Company, Trimeris, Inc., Progenics, Inc., and
BioChem Pharma Inc.) will not be effectively marketed and sold. We believe,     
however, that our unique approach and fundamental understanding of molecular    
mimicry will provide an advantage over existing and future competitors.         

       The progress of Trimeris Inc. in securing FDA approval for its fusion
inhibitor product, "Fuzeon", a gp41-derived peptide comprised of 36 amino acids,
represents excellent proof-of-concept for us by demonstrating, through human    
trials, that such a compound is safe and effective in lowering viral load.      
Industry experts estimate that the annual revenue generated from this drug may  
reach $500,000,000 - $750,000,000, which confirms the significant demand for    
fusion inhibitor drugs. The significant challenges and limitations faced by     
Trimeris and its partner Roche have been well publicized, specifically, the     
prohibitive cost of goods, a complex manufacturing process involving 106        
separate steps in chemical synthesis, an elevated retail price (recent estimates
exceed $20,000 per patient per annum, more than double the cost of current      
therapies), significant supply shortages and difficult delivery of the drug     
(requiring subcutaneous injection twice/day of 90 mg. of the drug). These       
challenges suggest that a drug that can be made less expensively, and delivered 
more easily, will have significant competitive advantages.                      

       Preventive Vaccines. We are conducting research aimed at developing a
preventive vaccine for the HIV-1 virus, which vaccine will provide protection   
against a broad array of viral strains.                                         

        In the field of HIV vaccines, the recent failure of the VAXGEN product
in Phase III clinical trials underscores the need for an effective solution to  
the global challenge posed by HIV. As this particular candidate was based on    
technology unrelated to our technology, we do not believe that the cessation of 
clinical trials with respect to VAXGEN negatively impacts our prospects for     
developing a viable preventive vaccine.                                         

       The worldwide vaccine market is dominated by four large multinational
companies: Merck & Co., Glaxo SmithKline Plc, Wyeth Lederle Vaccines and        
Pediatrics, and Aventis Pasteur S.A. Companies such as The Immune Response      
Corporation, VaxGen Inc., Trimeris, Inc., and Progenics Pharmaceuticals, Inc.   
are also developing preventive vaccines.                                        

We believe that while these companies have greater financial, 
manufacturing, technical, human resource, marketing and distribution            
capabilities, and greater experience in conducting pre-clinical and clinical    
trials and in obtaining regulatory and FDA approvals, our technologies,         
nonetheless, provide us with a competitive advantage. Our innovative approach to
vaccine development is based on the observed immunological cross-reactivity (or 
mimicry) between the well preserved, antigenic and immunodominant domain of GP41
and IL-2, and relies on the observation of expected autoimmune consequences in  
HIV infected subjects.                                                          

       We believe that our approach is most promising in comparison with the
approaches that have been pursued so far, including:                            

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

         - Live vector vaccine: a live bacterium or virus such as vaccinia (used
in the smallpox vaccine) 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.                            

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

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   - 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                                                         

        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 and in our ongoing research and product      
development activities. Any products that we develop 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.
The success of our business will depend on our 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 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.                                                            

    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 metabolism 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 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, reevaluate, 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.                                                  

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         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 end points 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.                               

  We 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 our product candidates 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 us or our collaborators. A failure to obtain or maintain   
the necessary regulatory approvals will have an materially adverse effect on our
business.                                                                       

EMPLOYEES                                                                       

     As of December 6, 2004, we employed a Chief Executive Officer and a
Chief Financial Officer, while our subsidiary Mymetics S.A. employed one        
full-time employee. We have no collective bargaining agreements with our        
employees.                                                                      

INSURANCE                                                                       

     We do not carry any insurance in the United States. We have minimal
third-party coverage in France.                                                 

PROPERTY                                                                        

      Our principal administrative offices are located in approximately 60
square meters of office space at 14, rue de la Colombiere, in Nyon, Switzerland.
We pay CHF 1,500 (approximately E1,200) per month. The lease can be cancelled at
short notice. Our furniture and office equipment is being provided free of      
charge by our Chief Executive Officer and Chief Financial Officer.              

       Additionally, we lease approximately 45 square meters of office space
at 52, avenue du Chanoine Cartellier in Saint-Genis Laval (Near Lyon, France).  
We pay approximately E500 per month. The lease expires on January 31, 2006. This
office is used by Dr. P.-F. Serres, our Head of Exploratory Research.           

  Our research activities are conducted at the properties of third
parties, with whom we have contracts to perform research projects.              

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MANAGEMENT

       Our directors and executive officers and their ages as of December 6,
2004 are as follows:                                                            

                                                        [Enlarge/Download Table]


NAME                                       AGE           POSITION                                    
----------------------------               ---           --------------------------------------------
                                                                                                     
Pierre-Francois Serres                     55            Head of Exploratory Research, Founder and   
                                                           Director                                  

Christian Rochet                           55            President, Chief Executive Officer and      
                                                           Director                                  

Ernst Lubke                                58            Chief Financial Officer, Treasurer,         
                                                           Secretary and Director                    

Robert Zimmer                              57            Director                                    

Sylvain Fleury, P.h. D.                    41            Chief Scientific Officer                    

Marc Girard, DVM, D. Sc.                   68            Head of Vaccine Development                 

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

         The following is a brief description of the background of our directors
and executive officers.                                                         

BACKGROUND INFORMATION                                                          

        PIERRE-FRANCOISE SERRES.  Dr. Serres first became our Chief Scientific
Officer on February 7, 2002 and has been a Director since March 28, 2001. On May
2, 2003, Dr. Serres' position as Chief Scientific Officer was terminated by the 
former Board of Directors. As a result of the changes in the Company's Board of 
July 31, 2003, Dr. Serres was reinstated in his former office of Chief          
Scientific Officer. He was then promoted as Head of our Exploratory Research    
efforts on November 3, 2003, and replaced as Chief Scientific Officer by Dr.    
Sylvain Fleury, Ph. D. Dr. Serres previously served as the Company's Chief      
Executive Officer and President and was the founder, Chief Executive Officer and
President since 1990 of our subsidiary, Mymetics S.A. (formerly, Hippocampe     
S.A.), a French human and veterinary research and development company.          

    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 shareholder of Hippocampe S.A. (now our          
subsidiary Mymetics 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.       
Between March 2003 and July 31, 2003, Mr. Rochet, in his capacity as a          
shareholder of Mymetics, initiated and spearheaded the efforts of a group of    
nine dissatisfied shareholders representing a majority of shares, which led to  
the resignation of the former Company directors and officers (with the exception
of Dr. Serres) on July 30, 2003. On July 31, 2003, Mr. Rochet was elected as    
President and Director, and appointed as Chief Executive Officer of the Company.

       ERNEST LUBKE.  Mr. Lubke was appointed as our Chief Financial Officer
and as a Director on July 31, 2003. He was appointed on August 23, 2003. Prior  
to joining Mymetics, Mr. Lubke spent over 21 years as an independent            
international business consultant and was the founder of several companies      
active in the medical and biotech sectors. Along with Christian J.-F. Rochet, he
became a major shareholder of Hippocampe S.A. (now our subsidiary Mymetics S.A.)
in 1997, and was a director of that company between 1999 and 2001. On July 31,  
2003, Mr. Lubke, one of the nine dissatisfied shareholders of Mymetics referred 
to above, was elected as Director, and appointed as Chief Financial Officer and 
Treasurer of the Company. Mr. Lubke was further appointed Secretary of the      
Company on August 29, 2003.                                                     

        ROBERT ZIMMER. Mr. Zimmer is a graduate of the Ecole Centrale de Lyon,
M.D. and Sc.D., a former: (i) assistant-professor at the Faculty of Medicine of 
Strasbourg (France), (ii) department head at the Foundation for hormonology     
research in Paris from 1979 to 1985, (iii) responsible for the coordination of  
the Clinical Pharmacology at Hoffmann La Roche in Basle (Switzerland) from 1985 
to 1990, (iv) Senior Executive President and CSO of Jago Pharma AG, a drug      
delivery specialist later acquired by Skyepharma plc from 1990 to 1999. Dr.     
Zimmer is currently Chairman and CEO of Bio Delivery Systems S.A. (BDS), a      
French company specializing in drug delivery technologies, and Chairman of      
Zimmer & Associates AG, a Swiss consulting firm specialized in strategic        
development of pharmaceutical products. On July 30, 2003, Dr. Zimmer was elected
as Director, and appointed as Vice President, Head of Business Development of   
Mymetics Corporation. Owing however to unexpected but positive developments at  
BDS which interfered with his capacity to effectively discharge his duties as an
officer of Mymetics, Dr. Zimmer resigned his officer position on September 1,   
2003, while agreeing to remain as an outside director of the Company.           

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         SYLVAIN FLEURY, PH.D.  Dr. Fleury was appointed as our Chief Scientific
Officer in November 2003. In addition to serving as our Chief Scientific        
Officer, since 1997, Dr. Fleury has been working at the Centre Hospitalier      
Universitaire Vaudois (CHUV), most recently as a Project Leader at its          
Department of Experiemental Surgery. Dr. Fleury has also served as Assistant to 
Professor Giuseppe Pantaleo, a leading expert in AIDS and as a Project Leader in
the Division of Cardiology. working at the CHUV. Dr. Fleury obtained his B. Sc. 
in microbiology in 1985, his M. Sc. in Virology in 1988 and his Ph. D. in       
immunology in 1992, from Universite de Montreal, Montreal, Research Center in   
Virology, Institut Armand-Frappier, Laval and Institut de Recherches Cliniques  
de Montreal, respectively. Dr. Fleury completed his post graduate studies on    
HIV-AIDS at the NIAID, National Institutes of Health (NIH), in Bethesda,        
Maryland in 1996. Dr. Fleury is the published author of several articles in his 
field of study and the recipient of several awards and prizes.                  

        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 does not have an "audit committee financial
expert". Given the amount of change our company has experienced during the past 
year, our directors and management have been forced to focus their time and our 
resources on our operations and have not yet initiated a search for an audit    
committee financial expert.                                                     

CODE OF ETHICS                                                                  

   We have not yet adopted a Code of Business Conduct and Ethics. We
expect to adopt such a Code within the next several months and will report the  
adoption of a Code of Business Conduct and Ethics on Form 8-K promptly          
thereafter.                                                                     

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EXECUTIVE COMPENSATION                                                          

       SUMMARY COMPENSATION TABLE. The following table sets forth the annual
and long-term compensation for services in all capacities for the fiscal years  
ended December 31, 2003, 2002 and 2001, paid to our most highly compensated     
executive officers.                                                             

                                                        [Enlarge/Download Table]

                                                                  SUMMARY COMPENSATION TABLE                              

                                          ANNUAL COMPENSATION                          LONG TERM COMPENSATION             
                                ----------------------------------------    ----------------------------------------------
                                                                              AWARDS                                      
                                                                            ----------                                    
                                   YEAR                                     RESTRICTED       SECURITIES                   
                                  ENDING                                      STOCK          UNDERLYING       ALL OTHER   
NAME AND PRINCIPAL POSITION    DECEMBER 31,      SALARY            BONUS     AWARD(s)         OPTIONS        COMPENSATION 
---------------------------    ------------      ------            -----    ----------       ----------      ------------ 
                                                                                                                          
Peter P. McCann, Ph.D.(1)          2003            $16,164           --           --           75,000                 --  
                                   2002           $144,667           --           --           11,250                 --  
                                   2001                 --           --           --               --                 --  

Pierre-Francois Serres (2)         2003       E82,317  (3)           --           --               --                 --  
                                   2002       E91,464  (4)           --           --            1,250                 --  
                                   2001       E86,181  (4)           --           --           10,000         E1,630 (5)  

Michael Allio (6)                  2003      $217,500  (7)           --           --               --         $8,500 (8)  
                                   2002      $260,302  (7)           --           --          101,250        $26,000 (8)  
                                   2001       $73,176  (7)           --           --           60,000         $5,750 (8)  

Christian J. -- F. Rochet (9)      2003       E40,000 (11)           --           --               --                 --  
                                   2002                 E0           --           --               --                 --  
                                   2001                 E0           --           --               --                 --  

Ernst Lubke (10)                   2003       E40,000 (11)           --           --               --                 --  
                                   2002                 --           --           --               --                 --  
                                   2001                 --           --           --               --                 --  

Robert Zimmer, M.D. (12)           2003            E0 (13)           --      400,000               --                 --  
                                   2002                 E0           --           --               --                 --  
                                   2001                 E0           --           --               --                 --  

Sylvain Fleury, Ph. D. (14)        2003            E0 (15)           --           --               --                 --  
                                   2002                 E0           --           --               --                 --  
                                   2001                 E0           --           --               --                 --  


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

(1) Dr. McCann was our President and Chief Executive Officer from February 7,   
2002 to January 31, 2003.                                                       

(2) Dr. Serres was our President and Chief Executive Officer from March 28, 2001
until February 7, 2002. He was our Chief Scientific Officer from March 28, 2001 
until terminated by the former Board of directors on May 5, 2003. Dr. Serres was
reinstated as Chief Scientific Officer by the new Board of Directors            
retroactively from May 5, 2003 until November 3, 2003, when he was promoted as  
Head of Exploratory Research, his current position with the Company. In exchange
for being reinstated retroactively, Dr Serres agreed to forfeit all legal and   
punitive compensation for having been terminated without cause. The French      
Industrial Tribunal granted Dr. Serres E45,735 in its emergency injunction of   
October 14, 2003. We have not reached a final settlement with Dr. Serres and may
be subject to further damages.                                                  

(3) This amount includes E46,317 credited as compensation to Dr. Serres under   
his former status by our subsidiary Mymetics S.A. from January 1, 2003 until    
August 15, 2003 and E36,000 (i.e. E8,000 per month) credited to Dr. Serres since
August 16, 2003 as compensation for his reinstated positions, as disclosed under
(2) above. No payments in relation to this amount have actually been made in    
2003 to Dr. Serres who, in accordance with the temporary policy set by the new  
Board, has accepted that the actual of any compensation due to him be deferred, 
either totally or partially, until the Company's financial position would allow 
such payments to be made without jeopardizing the Company's prospects.          

(4) These represent amounts paid to Dr. Serres by our subsidiary, Mymetics S.A. 

(5) Dr. Serres received E1,630 for his participation on the Board of Directors  
of our subsidiary, Mymetics S.A.                                                

(6) Mr. Allio was our Interim Chief Executive Officer from January 1, 2003 until
July 30, 2003.                                                                  

(7) Mr. Allio received $73,176 in 2001, $260,302 in 2002 and $217,500 in 2003   
under the terms of a consulting agreement.                                      

(8) Mr. Allio received $5,750 in 2001, $26,000 in 2002 and $8,500 in 2003 for   
his participation on the Board of Directors of Mymetics Corporation.            

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

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

(11) As explained under (3) above, the temporary policy set by the new Board,   
states that the actual payment of any compensation due to directors and officers
of Mymetics be deferred, either totally or partially, until the Company's       
financial position would allow such payments to be made without jeopardizing the
Company's prospects. As a result, these amounts have remained unpaid at December
31, 2003. In addition, the Company owed Mr. Rochet and Mr. Lubke at year end    
respectively E21,325 and E12,046 as reimbursement of actual travel and other    
expenses disbursed by them on account of Mymetics.                              

(12) Dr. Zimmer has been our VP, Business Development from July 31, 2003 until  
September 1, 2003.                                                              

(13) Dr. Zimmer has given up any direct compensation for his short tenure as VP,
Business Development. As outside director since September 1, 2003, Dr Zimmer    
receives no compensation other than the 400,000 common shares of Mymetics the   
Board granted Mr. Zimmer.                                                       

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

(15) Dr. Fleury has given up any direct compensation for the interim period     
between his formal appointment as our Chief Scientific Officer on November 3,   
2003 and January 1, 2004, the reference date of the Consulting Agreement signed 
by Dr. Fleury, Mymetics and the Centre Hospitalier Universitaire Vaudois (CHUV),
with which Dr. Fleury shares his time. The Board has granted Dr. Fleury 500,000 
shares of our common stock in appreciation of his past services and as partial  
compensation for the sacrifices Dr. Fleury has accepted in terms of compensation
and career when he agreed to join the Company.                                  

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AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL
YEAR-END OPTION VALUES

   The following table sets forth certain information concerning the
number and value of securities underlying exercisable and unexercisable stock   
options as of the fiscal year ended December 31, 2003 by our executive officers 
listed in the Summary Compensation Table above.                                 

                                                        [Enlarge/Download Table]

                                                          NUMBER OF SECURITIES                             
                                 NUMBER OF              UNDERLYING UNEXERCISED      VALUE OF UNEXERCISED   
                                  SHARES                     OPTIONS AT            IN-THE-MONEY OPTIONS AT 
                                ACQUIRED ON   VALUE      DECEMBER 31, 2003 (1)       DECEMBER 31, 2003(1)  
NAME                             EXERCISE    REALIZED  EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----                             --------    --------  -------------------------  -------------------------
                                                                                                           
Dr. Pierre-Francois Serres (1)         --        --        12,500        --           --             --    

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

(1)      These options are fully vested and exercisable at $3.15 per share as to
        10,000 shares and at $3.50 per share as to an additional 2,500 shares.
         The value of unexercised in-the-money options held at December 31, 2003
         represents the total gain which an option holder would realize if he or
    she exercised all of the in-the-money options held at December 31,
       2003, and is determined by multiplying the number of shares of common
        stock underlying the options by the difference between an assumed fair
    market value per share and the per share option exercise price. An
         option is in-the-money if the exercise price per share of the option is
         below the assumed fair market value per share. The fair market value of
        the stock underlying these options was $0.05 per share on December 31,
     2003, based on the closing market price of our common stock on such
         date. The exercise price of these options exceeds the fair market value
        on December 31, 2003. Accordingly, these options were not in-the-money
on December 31, 2003.                                         

OPTION GRANTS IN LAST FISCAL YEAR                                               

    On January 31, 2003, Dr. McCann resigned from our Board and as our
Chief Executive Officer and President. In consideration for the service provided
during his tenure with the Company, the Board granted him options to purchase   
75,000 shares of our common stock at an exercise price of $0.14 per share.      

    On May 1, 2003, the former Board granted one of the members of our
scientific advisory board, Prabhavathi B. Fernandes, Ph.D., stock options to    
purchase 150,000 shares of our common stock at an exercise price of $0.12 per   
share.                                                                          

COMPENSATION OF DIRECTORS                                                       

     Employee directors are not compensated for their role as directors.
Until July 30, 2003, our outside directors received an annual fee of $7,500, a  
fee of $750 for each meeting they attended and a fee of $250 for each committee 
meeting they attended. This policy has been temporarily suspended by the new    
Board, all of the new members, as well as Dr. Serres, having accepted to serve  
without receiving any direct remuneration until the Company's financial position
allows it to resume past practice. As all meetings are now either held by       
telephone or whenever the directors meet on other business matters, no          
reimbursement for expenses incurred in attending such meetings are necessary any
more.                                                                           

       Pursuant to our 2001 Stock Option Plan, all directors are entitled to
receive stock options pursuant to the terms and provisions of such plan. Until  
July 30, 2003, the Company practice had been to grant each director (i) 10,000  
stock options upon initial election as a director and (ii) 1,250 additional     
stock options for each subsequent year of service after the initial year. During
the fiscal year ended December 31, 2003, 225,000 stock options were granted by  
the former board to directors under our 2001 Stock Option Plan. We do not expect
to grant any such options in the near future.                                   

EMPLOYMENT AGREEMENTS                                                           

   The Company and Professor Marc Girard are parties to a Consulting
Agreement dated January 15, 2004 pursuant to which Professor Girard is paid up  
to E4,000 per month plus reimbursement for reasonable business expenses         
incurred. Professor Girard also received 500,000 shares of our common stock.    

        The new directors and officers elected and/or appointed since July 31,
2003 have agreed to work without the benefit of a written agreement, relying    
only on general terms agreed by the Board of Directors in the matter of         
compensation, which was set at nil for directors, and at E8,000 per month on a  
full time basis for officers, plus reimbursement of reasonable travel and other 
expenses. The actual payment of such amounts shall be deferred until the        
Company's financial position has been stabilized. The directors and officers    
have further agreed to work without the benefit of D&O insurance coverage, no   
insurance company having accepted so far to cover such risks.                   

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        On May 3, 2001, Mymetics entered into an employment agreement with Dr.
Serres pursuant to which he received a monthly salary of E7,622 (paid by our    
subsidiary Mymetics S.A.) and customary benefits. In addition, Dr. Serres was   
entitled to participate in our 2001 Stock Option Plan, and our discretionary    
bonus program, as approved by the Board. On May 5, 2003, Dr. Serres' employment 
agreement was terminated by the former Board. On July 31, 2003, Dr. Serres was  
reinstated by the new Board.                                                    

       On March 18, 2002, Mymetics entered into an employment agreement with
Dr. McCann, pursuant to which he received an annual salary of one hundred       
seventy thousand U.S. Dollars ($170,000) and customary benefits. In addition,   
Dr. McCann was permitted to participate in our 2001 Stock Option Plan, as well  
as receive discretionary bonuses as approved by the Board. Effective January 31,
2003, Dr. McCann resigned from our Board and as our Chief Executive Officer and 
President. As consideration for his past service, the former Board granted him  
options to purchase 75,000 shares of our common stock at an exercise price of   
$0.14 per share.                                                                

       In August, 2001, the former Board entered into a Consulting Agreement
with Michael Allio, one of the Company's Directors. Pursuant to this agreement, 
which was amended by the First Amendment to Consulting Agreement dated August   
21, 2002, and the Second Amendment to Consulting Agreement dated April 14, 2003,
Mr. Allio agreed to provide Mymetics with strategic management consulting       
services. Mr. Allio's engagement under this agreement included, without         
limitation, (i) developing the scope of the business, (ii) establishing a       
European-North American operations team, (iii) directing and coordinating       
initial corporate identity and branding efforts, (iv) crafting a coherent       
business plan, (v) assisting the Company in establishing a viable U.S. identity 
and (vi) exploring strategic partnerships in the U.S., Europe and possibly      
elsewhere. In consideration for those services, Mr. Allio was to receive $25,000
per month, plus reimbursement of reasonable business expenses. In addition and  
pursuant to the Consulting Agreement, as amended, Mr. Allio was granted options 
to purchase (i) 50,000 shares of our common stock at an exercise price of $2.50 
per share (granted as of August 31, 2001) and (ii) 100,000 shares of our common 
stock at an exercise price of $0.55 per share (granted as of August 21, 2002),  
all of which are currently vested. The Consulting Agreement could be terminated 
by either party on 15 days' prior written notice. We terminated this Agreement  
in August 2003.                                                                 

      In May 2001, the former Board entered into a Services Agreement with
MFC Merchant Bank, S.A. ("MFC Bank"), which previously beneficially owned more  
than 5% of our outstanding common stock. Pursuant to the Services Agreement, MFC
Bank agreed to provide Mymetics with the services of Mr. Musacchio, the         
Company's Secretary, Chief Operating Officer, Chief Financial Officer and a     
Director. In consideration for such services, MFC Bank was paid E5,000 per month
until Mr. Musacchio resigned on July 30, 2003.                                  

CHANGE IN CONTROL                                                               

 There are no arrangements which would result in payments to any
officers or directors in the event of a change-in-control of Mymetics.          

COMPENSATION COMMITTEE                                                          

All executive officer compensation decisions are made by the  
Compensation Committee of the Board. The Compensation Committee reviews and     
recommends the compensation arrangements for officers and other senior level    
employees, and takes such other action as may be required in connection with the
Company's compensation and incentive plans. From January 1, 2003 until July 30, 
2003, the members of the Compensation Committee were Mr. Allio, Mr. Demers and  
Dr. McCann. For part of 2002 and 2003, Dr. McCann served as our chief executive 
officer. From July 31, 2003, the members of the Compensation Committee were Mr. 
Rochet, Mr. Lubke, Dr. Serres and Dr. Zimmer.                                   

INDEMNIFICATION                                                                 

 Our Certificate of Incorporation and Bylaws provide that we may
indemnify an officer or director who is made a party to any proceeding,         
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. In certain cases, we  
may advance expenses incurred in defending any such proceeding. To the extent   
that the officer or director is successful on the merits in any such proceeding 
as to which such person is to be indemnified, we must indemnify him against all 
expenses incurred, including attorney's fees. With respect to a derivative      
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,   
only by a court order. The indemnification is intended to be to the fullest     
extent permitted by the laws of the State of Delaware.                          

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and         
controlling persons pursuant to the foregoing provisions, or otherwise, we have 
been advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable.                                                       

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 LEGAL PROCEEDINGS

   We are subject to a judgment against our subsidiary Mymetics S.A.
issued in July 2004 by a court ("Tribunal de Prud'hommes") in Nantes (France). A
former employee received a temporary judgment against us for E4,000 for alleged 
wrongful termination by the former management of Mymetics S.A. We intend to     
appeal the judgment.                                                            

        We were party to a second case in which a creditor of ours claims that
we owe it approximately E30,000. The claim was filed before a court in Lyon     
("Tribunal de Grande Instance") on June 29, 2004.                               

 We are subject to a proceeding brought by Dr. Serres, a current
director and former officer for alleged wrongful termination of Dr. Serres by   
our previous management. Dr. Serres was reinstated as Chief Scientific Officer  
by the new Board of Directors retroactively from May 5, 2003 until November 3,  
2003, when he was promoted as Head of Exploratory Research, his current position
with the Company. In exchange for being reinstated retroactively, Dr Serres     
agreed to forfeit all legal and punitive compensation for having been terminated
without cause. The French Industrial Tribunal granted Dr. Serres E45,735 in an  
emergency injunction of October 14, 2003. We have not reached a final settlement
with Dr. Serres and may be subject to further damages.                          

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PRINCIPAL SHAREHOLDERS

     The following table sets forth, as of December 3, 2004, information
regarding beneficial ownership of our capital stock by the following:           

o        each person, or group of affiliated persons, known by us to be the     
    beneficial owner of more than 5 percent of any class of our voting
securities;                                                   

o        each of our directors;                                                 

o        each of the named executive officers; and                              

o        all of our directors and executive officers as a group.                

     Beneficial ownership is determined in accordance with the rules and
regulations of the SEC, and does not necessarily indicate beneficial ownership  
for any other purpose. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of common stock      
subject to options and warrants held by that person are deemed to be outstanding
if the options and warrants are exercisable within 60 days of the date of this  
table. The shares subject to options and warrants are not deemed to be          
outstanding for the purpose of computing the percentage ownership of any other  
person. All percentages in this table are based on a total of 68,447,864 shares 
of our common stock outstanding on December 3, 2004.                            

                                                                [Download Table]

                                                      SHARES             
                                                   BENEFICIALLY  PERCENT 
NAME AND ADDRESS                   TITLE OF CLASS     OWNED      OF CLASS
----------------                   --------------     -----      --------
                                                                         
Christian Rochet                                                         
14, rue de la Colombiere                                                 
CH-1260 Nyon (Switzerland)         Common            1,627,009      2.4% 
Ernst Lubke                                                              
14, rue de la Colombiere                                                 
CH-1260 Nyon (Switzerland)         Common            4,079,417      6.0% 
Pierre Francois Serres                                                   
14, rue de la Colombiere                                                 
CH-1260 Nyon (Switzerland)         Common            6,574,368      9.6% 
Martine Reindle                                                          
Datasphere SA                                                            
16, ch. Des Aulx                                                         
CH-1228 Plan-les-Ouates                                                  
Switzerland                        Common            9,022,653     13.2% 
Officers and Directors as a Group                                        
(3 Persons)                        Common           12,280,794     17.9% 

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

*        Less than 1%.                                                          

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the past two years, there were no transactions (or series of
similar transactions), and there are currently no proposed transactions (or     
series of similar transactions), to which we were, are or will be a party in    
which the amount involved exceeds $60,000 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, other than the transactions described below.                 

         Except for the transaction set forth below, we believe that each of the
below referenced transactions were made on terms no less favorable to us than   
could have been obtained from an unaffiliated third party. Furthermore, any     
future transactions or loans between us and our officers, directors, principal  
stockholders or affiliates, and any forgiveness of such loans, will be on terms 
no less favorable to us than could be obtained from an unaffiliated third party,
and will be approved by a majority of our directors.                            

DEFERRED SALARY AND UNREIMBURSED BUSINESS EXPENSES                              

 As of September 30, 2004, Christian Rochet, our Chief Executive
Officer, and Ernest Lubke, our Chief Financial Officer, were owed E42,974 and   
E74,045, respectively, for deferred salary and unreimbursed business expenses.  

CREDIT FACILITY AND RELATIONSHIP WITH MFC MERCHANT BANK S.A.                    

     MFC Merchant Bank S.A. ("MFC Bank") is a wholly-owned Swiss banking
subsidiary of MFC Bancorp Ltd., a Canadian company currently listed on the      
NASDAQ. MFC Bank had been instrumental in arranging in December 2000: (i) the   
acquisition of a French biotech company, Hippocampe S.A. (later renamed Mymetics
S.A.), and (ii) a credit facility in the amount of E1.3 million. As compensation
for its role in this transaction, MFC Bank received various fees and warrants   
which allowed it, during 2001 and 2002, to acquire substantially in excess of 5%
of the outstanding shares of our common stock. MFC Bank and its parent company  
MFC Bancorp Ltd., effectively controlled Mymetics from December 2000 until July 
2003. During this period, Mr. Musacchio, the second most highly paid officer of 
MFC Bancorp Ltd., according to that company's filings with the Securities and   
Exchange Commission, was Mymetics' chief operating officer, chief financial     
officer, secretary and a member of our Board of Directors. During that same     
period, key Company functions such as budgeting, authorization of vendor        
agreements and/or payments, accounting and reporting, were either conducted by  
service companies affiliated with MFC Bancorp Ltd. or by officers provided on a 
temporary basis by MFC Bancorp Ltd.                                             

  This arrangement was modified in July 2003, when a group of nine
shareholders took control of the Company and replaced all of its directors and  
officers (with the exception of Dr. Pierre-Francois Serres, the founder of      
Hippocampe S.A.) with shareholders of the Company. On July 30, 2003, Mr.        
Musacchio resigned all of his positions with our Company and our affiliates,    
effectively terminating the service agreement between Mymetics and MFC Merchant 
Bank S.A.                                                                       

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 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
 COMMON EQUITY AND OTHER SHAREHOLDER MATTERS

        Our common stock is quoted on the OTC Bulletin Board under the trading
symbol "MYMX."                                                                  

         The following table sets forth the range of high and low sale price per
share for the common stock for each calendar quarter since January 31, 2002, as 
reported by the National Quotation Bureau, and represent interdealer quotations,
without retail markup, markdown or commission and may not be reflective of      
actual transactions.                                                            

                                                                [Download Table]

                                           BID PRICE PER SHARE   
                                        -------------------------
                                        HIGH                 LOW 
                                        ----                 ----
                                                                 
2002                                                             
QUARTER ENDED                                                    
March 31, 2002                          $3.85               $2.15
June 30, 2002                           $3.70               $2.70
September 30, 2002                      $3.45               $0.06
December 31, 2002                       $0.36               $0.09
2003                                                             
March 31, 2003                          $0.22               $0.09
June 30, 2003                           $0.14               $0.09
September 30, 2003                      $0.12               $0.07
December 31, 2003                       $0.14               $0.04
2004                                                             
March 31, 2004                          $0.13               $0.05
June 30, 2004                           $0.28               $0.10
September 30, 2004                      $0.15               $0.07

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

         As of December 3, 2004, we believe there were approximately 652 holders
of record of our common stock.                                                  

        We have not paid dividends in the past on any class of stock and we do
not anticipate paying dividends in the foreseeable future.                      

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, 2003.                     

                                                        [Enlarge/Download Table]

                                                                                                     Number of securities      
                                                 Number of securities                               remaining available for    
                                                  to be issued upon        Weighted-average      future issuance under equity  
                                                     exercise of           exercise price of          compensation plans       
                                                 outstanding options,    outstanding options,        (excluding securities     
                                                 warrants and rights      warrants and rights      reflected in column (a))    
-------------------------------------------------------------------------------------------------------------------------------
                                                         (a)                      (b)                         (c)              
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Equity Compensation Plans Approved by                    606,250 (2)                   $ 0.92                  4,557,500       
Security Holders (1)                                                                                                           
-------------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not Approved by              1,500,000 (4)                   $ 0.10                        N/A       
Security Holders                                          80,166 (3)                   $1.725                                  
-------------------------------------------------------------------------------------------------------------------------------
Total                                                  2,186,416                       $ 0.39                  4,557,500       
-------------------------------------------------------------------------------------------------------------------------------

(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. Our 1994 Amended and    
Restated Stock Option Plan and our 1995 Qualified Incentive Stock Option Plan   
were both terminated in March 2001, but some options granted under these plans  
prior to such termination remain outstanding and are included in this table.    

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(2) Includes (i) 442,500 shares of common stock underlying options granted under
our 2001 Stock Option Plan, (ii) 100,000 shares of common stock underlying      
options granted under our 1995 Qualified Incentive Stock Option Plan and (iii)  
63,750 shares of common stock underlying options granted under our 1994 Amended 
and Restated Stock Option Plan.                                                 

(3) From time to time we have granted our lender, MFC Merchant Bank S.A.,       
warrants to purchase shares of our common stock. These warrants are granted in  
connection with certain credit facilities provided to us by MFC Merchant Bank   
S.A., and placement services provided by MFC Merchant Bank S.A. in connection   
with a private placement of our securities in June 2001. These warrants were not
granted pursuant to any formal equity compensation plan approved by our board of
directors, but rather, each grant was an individual equity compensation         
arrangement, authorized by our former board of directors and granted as         
compensation for services provided. All of the outstanding warrants were granted
pursuant to similar forms of warrants, and each has an exercise price of $1.725.

(4) 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.                    

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 DESCRIPTION OF SECURITIES

COMMON STOCK                                                                    

        On December 1, 2004, Mymetics amended its Certificate of Incorporation
and now is authorized to issue up to 495,000,000 shares of common stock, with a 
par value of $0.01 per share, of which 68,447,864 shares are issued and         
outstanding as of December 3, 2004. Holders of shares of common stock are       
entitled to one vote for each share on all matters to be voted on by the        
shareholders. Holders of common stock have no cumulative voting rights.         

         Mymetics does not currently anticipate paying any cash dividends on its
common stock, although it expects to issue property dividends from time to time.
In the event of a liquidation, dissolution or winding up of Mymetics, the       
holders of shares of common stock are entitled to share pro-rata all assets     
remaining after payment in full of all liabilities, subject however, to any     
rights of the shareholders of preferred shares issued and outstanding at the    
time of such liquidation, dissolution or winding up of Mymetics (see preferred  
stock below). Holders of common stock have no preemptive rights to purchase     
Mymetics' common stock. There are no conversion rights or redemption or sinking 
fund provisions with respect to the common stock.                               

PREFERRED STOCK                                                                 

       The Company has 5,000,000 shares of preferred stock authorized, which
shares are divided into three classes: 5% Cumulative Redeemable Preferred Stock,
Series 1 Stock ("Series 1 Stock"), of which 500,000 shares are so designated, 5%
Cumulative Redeemable Preferred Stock, Series 2 Stock ("Series 2 Stock"), of    
which 100,000 are so designated and one share designated as "Special Voting     
Preferred Stock."                                                               

    The Series 1 Stock and Series 2 Stock are entitled to preferential
dividend rights, which are payable, as and when declared by the board of        
directors out of funds legally available for such purpose. The Series 2 Stock is
entitled to certain conversion rights, which expire on November 30, 2004. Both  
the Series 1 Stock and Series 2 Stock are subject to certain redemption rights  
in favor of the Company. The voting rights of the Series 1 Stock and Series 2   
Stock are limited to votes affecting their respective classes and voting rights 
provided under the Delaware General Corporation Law.                            

   The Special Voting Preferred Stock are entitled to special voting
rights, which allows the holder to cast an any matter affecting the common      
stock, a number of votes equal to the number of exchangeable preferential non   
voting shares of class B of 6543 Luxembourg S.A. then outstanding subject to    
certain additional restrictions.                                                

OPTIONS AND WARRANTS                                                            

  As of December 3, 2004, we had 2,186,416 outstanding options and
warrants with exercise prices ranging from $0.10 to $1.725                      

TRANSFER AGENT AND REGISTRAR.                                                   

        Interwest Transfer Company is the transfer agent and registrar for our
common stock. Its address is 1981 East Murray-Holladay Road, P. O. Box 17136,   
Salt Lake City, Utah 84121.                                                     

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CHANGES IN AND DISAGREEMENTS
 WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.                                                                           

 EXPERTS

 The financial statements as of December 31, 2003, 2002 and 2001
included in this Prospectus have been included in reliance on the report of     
Peterson Sullivan PLLC, independent accountants, given on the authority of said 
firm as experts in auditing and accounting. Each of the reports contains an     
explanatory paragraph relating to our ability to continue as a going concern.   

 LEGAL MATTERS

         Schiff Hardin LLP, Washington, D.C., will pass upon the validity of the
shares of our common stock.                                                     

 AVAILABLE INFORMATION

       For further information with respect to us and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits 
thereto. Statements herein concerning the contents of any contract or other     
document are not necessarily complete, and in each instance reference is made to
such contract or other statement filed with the Securities and Exchange         
Commission or included as an exhibit, or otherwise, each such statement, being  
qualified by and subject to such reference in all respects.                     

         Reports, registration statements, proxy and information statements, and
other information filed by us with the Securities and Exchange Commission can be
inspected and copied at the public reference room maintained by the Securities  
and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024,  
Washington, D.C. 20549. Copies of these materials may be obtained at prescribed 
rates from the Public Reference Section of the Securities and Exchange          
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. The    
Securities and Exchange Commission maintains a site on the World Wide Web       
(http://www.sec.gov) that contains reports, registration statements, proxy and  
information statements and other information. You may obtain information on the 
Public Reference Room by calling the Securities and Exchange Commission at      
1-800-SEC-0330.                                                                 

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MYMETICS CORPORATION
FINANCIAL STATEMENTS
 INDEX

                                                        [Enlarge/Download Table]
                                                                                                                

Consolidated Balance Sheets as of September 30, 2004 and December 31, 2003                                  F-2 

Consolidated Statements of Operations for the Nine Months Ended September 30, 2004 and September 30, 2003       
and the Total Accumulated During The Development Stage                                                      F-3 

Consolidated Statements of Operations for the Three Months Ended September 30, 2004 and September 30, 2003  F-4 

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2004 and September 30, 2003       
and the Total Accumulated During The Development Stage                                                      F-5 

Notes to Condensed Consolidated Financial Statements                                                        F-6 

Independent Auditors' Report                                                                                F-8 

Consolidated Balance Sheets as of December 31, 2003 and December 31, 2002                                   F-9 

Consolidated Statements of Operations for the Years Ended December 31, 2003 and December 31, 2002               
and the Period from May 2, 1990 (Inception) to December 31, 2003                                            F-10

Consolidated Statements of Changes in Stockholders' Equity                                                  F-11

Consolidated Statements of Cash Flows for the Years Ended December 31, 2003 and December 31, 2002               
and the Period from May 2, 1990 (Inception) to December 31, 2003                                            F-14

Notes to Consolidated Financial Statements                                                                  F-15


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 PART I. FINANCIAL INFORMATION

 ITEM 1.  FINANCIAL STATEMENTS

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

                                                        [Enlarge/Download Table]

                                                 SEPTEMBER 30, 2004  DECEMBER 31, 2003
                                                 ------------------  -----------------

                                                                                      
        ASSETS                                                                        
Current Assets                                                                        
        Cash                                       e          8      e          125   
        Receivables                                         108                 100   
        Prepaid expenses                                      5                   6   

                                                     -----------       -------------  
                           Total current assets             121                 231   

Patents and Other                                            92                 136   
                                                     -----------       -------------  
                                                   e        213      e          367   
                                                     ===========       =============  

        LIABILITIES AND SHAREHOLDERS' EQUITY                                          

Current Liabilities                                                                   
        Accounts payable                           e      1,251      e        1,232   
        Taxes and social costs payable                       37                  53   
        Note payable                                      3,319               3,127   
        Other                                               120                 113   
                                                     -----------       -------------  
                           Total current                  4,727               4,525   
                           liabilities                                                

Payable to shareholders                                     242                 242   

Shareholders' Equity                                                                  
        Common stock                                        689                 607   
        Paid-in capital                                  19,052              18,142   
        Deficit accumulated during the                                                
        development stage                               (25,137)            (23,799)  

        Cumulative translation adjustment                   640                 650   
                                                     -----------       -------------  
                                                         (4,756)             (4,400)  
                                                     -----------       -------------  
                                                   e        213      e          367   
                                                     ===========       =============  


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

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MYMETICS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 (UNAUDITED)
 (IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)

                                                        [Enlarge/Download Table]

                                        FOR THE NINE         FOR THE NINE      TOTAL ACCUMULATED
                                        MONTHS ENDED         MONTHS ENDED         DURING THE    
                                     SEPTEMBER 30, 2004   SEPTEMBER 30, 2003   DEVELOPMENT STAGE
                                     ------------------   ------------------   -----------------
                                                                                                
Revenue                                                                                         
       Sales                         e           -       e            -       e            224  
       Interest                                  -                    -                     34  

                                       -------------       --------------       --------------- 
                                                 -                    -                    258  
                                       -------------       --------------       --------------- 

Expenses                                                                                        
       Research and development                 555                  792                 4,540  
       General and administrative               586                  711                 4,584  
       Bank fee                                  -                    -                 14,932  
       Interest                                 148                  129                   479  
       Goodwill impairment                       -                    -                    209  
       Amortization                              45                   49                   367  
       Directors' fees                           -                    -                    274  
       Other                                      4                   -                      4  
                                       -------------       --------------       --------------- 
                                              1,338                1,681                25,389  
                                       -------------       --------------       --------------- 

Loss before income tax provision             (1,338)              (1,681)              (25,131) 

Income tax provision                             -                    -                      6  

                                       -------------       --------------       --------------- 
Net loss                                     (1,338)              (1,681)              (25,137) 

Other comprehensive income                                                                      
       Foreign currency translation                                                             
         adjustment                             (10)                 189                   640  

                                       -------------       --------------       --------------- 
Comprehensive loss                   e       (1,348)      e       (1,492)     e        (24,497) 
                                       =============       ==============       =============== 

Basic and diluted loss per share     e        (0.02)      e        (0.03)     e          (0.66) 
                                       =============       ==============       =============== 


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

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MYMETICS CORPORATION
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
 (UNAUDITED)
 (IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)

                                                                [Download Table]

                                          FOR THE THREE       FOR THE THREE   
                                           MONTHS ENDED        MONTHS ENDED   
                                        SEPTEMBER 30, 2004  SEPTEMBER 30, 2003
                                        ------------------  ------------------
                                                                              
Revenue                                                                       
          Sales                          e         -        e          -      
          Interest                                 -                   -      
                                           -----------        ------------    
                                                   -                   -      
                                           -----------        ------------    

Expenses                                                                      
          Research and development                140                 279     
          General and administrative              233                 198     
          Bank fee                                 -                   -      
          Interest                                 50                  49     
          Goodwill impairment                      -                   -      
          Amortization                             15                  15     
          Directors' fees                          -                   -      
          Other                                    (1)                 -      
                                           -----------        ------------    
                                                  437                 541     
                                           -----------        ------------    

Loss before income tax provision                 (437)               (541)    

Income tax provision                               -                   -      

                                           -----------        ------------    
Net loss                                         (437)               (541)    

Other comprehensive income                                                    
          Foreign currency translation                                        
            adjustment                             15                  33     

                                           -----------        ------------    
Comprehensive loss                       e       (422)      e        (508)    
                                           ===========        ============    

Basic and diluted loss per share         e      (0.01)      e       (0.01)    
                                           ===========        ============    


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

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

                                                        [Enlarge/Download Table]

                                               FOR THE NINE        FOR THE NINE      TOTAL ACCUMULATED
                                               MONTHS ENDED        MONTHS ENDED          DURING THE   
                                            SEPTEMBER 30, 2004   SEPTEMBER 30, 2003  DEVELOPMENT STAGE
                                            ------------------   ------------------  -----------------
                                                                                                      
Cash flow from operating activities                                                                   
Net Loss                                     e     (1,338)        e     (1,681)      e      (25,137)  
Adjustments to reconcile net loss to                                                                  
  net cash used in operating activities                                                               
    Amortization                                       45                   49                  367   
    Goodwill impairment                                -                    -                   209   
    Fees paid in warrants                             148                   -                14,286   
    Services and fee paid in common stock             168                   -                 1,119   
    Changes in current assets and                                                                     
    liabilities, net of                                                                               
    effects from reverse purchase                                                                     
    Decrease(increase) in receivable                   (8)                 (29)                 (70)  
    Increase(decrease) in accounts payable             19                  359                  953   
    Increase(decrease) in taxes and                                                                   
    social costs payable                              (16)                 (60)                  37   
    Other                                               8                 (106)                  163  

                                               -----------        -------------        -------------  
Net cash used in operating activities                (974)              (1,468)              (8,073)  
                                               -----------        -------------        -------------  

Cash flows from investing activities                                                                  
  Patents and other                                    -                    -                  (338)  
Cash acquired in reverse purchase                      -                    -                    13   

                                               -----------        -------------        -------------  
Net cash used in investing activities                  -                    -                  (325)  
                                               -----------        -------------        -------------  

Cash flows from financing activities                                                                  
  Proceeds from issuance of common stock              675                   -                 3,651   
  Borrowing from shareholders                          -                    -                   242   
  Increase in note payable and other                                                                  
  short-term advances                                 192                1,121                4,003   
  Loan fees                                            -                    -                  (130)  

                                               -----------        -------------        -------------  
 Net cash provided by financing activities            867                1,121                7,766   
                                               -----------        -------------        -------------  

Effect on foreign exchange rate on cash               (10)                 189                  640   

                                               -----------        -------------        -------------  
Net change in cash                                   (117)                (158)                   8   

Cash, beginning of period                             125                  183                   -    

                                               -----------        -------------        -------------  
Cash, end of period                          e          8       e           25       e            8   
                                               ===========        =============        =============  


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

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MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004
 (UNAUDITED)
 (IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)

NOTE 1.  BASIS OF PRESENTATION                                                  

The accompanying interim period consolidated financial statements of Mymetics   
Corporation (the "Company") set forth herein have been prepared by the Company  
pursuant to the rules and regulations of the U.S. Securities and Exchange       
Commission (the "SEC"). Certain information and footnote disclosure normally    
included in financial statements prepared in accordance with accounting         
principles generally accepted in the United States have been condensed or       
omitted pursuant to such SEC rules and regulations. The interim period          
consolidated financial statements should be read together with the audited      
financial statements and the accompanying notes included in the Company's latest
annual report on Form 10-K for the fiscal year ended December 31, 2003. The     
accompanying financial statements of the Company are unaudited. However, in the 
opinion of the Company, the unaudited consolidated financial statements         
contained herein contain all adjustments necessary to present a fair statement  
of the results of the interim periods presented. All adjustments made during the
three month period ended September 30, 2004 were of a normal and recurring      
nature. The amounts presented for the nine month period ended September 30,     
2004, are not necessarily indicative of the results of operations for a full    
year.                                                                           

NOTE 2. EARNINGS (LOSS) PER SHARE                                               

In accordance with SFAS No. 128, Earnings Per Share, and SEC Staff Accounting   
Bulletin (SAB) No. 98, basic net income (loss) per common share is computed by  
dividing the net income (loss) for the period by the weighted average number of 
common shares outstanding during the period. Under SFAS No. 128, diluted net    
income (loss) per share is computed by dividing the net income (loss) for the   
period by the weighted average number of common and common equivalent shares,   
such as stock options and warrants, outstanding during the period.              

The weighted average number of shares outstanding for the purpose of calculating
basic and diluted earnings per share for the nine month periods ended September 
30, 2004 and September 30, 2003 were 60'575'513 and 50,944,454, respectively.   
The weighted average number of shares outstanding for the purpose of calculating
basic and diluted earnings per share for the three month periods ending         
September 30, 2004 and September 30, 2003 were 63,189,455 and 50,944,454        
respectively. The weighted average number of shares outstanding for the purpose 
of calculating basic and diluted earnings per share for the development stage   
period is 37'771'160. Common equivalent shares, such as stock options and       
warrants, were excluded from the calculations of diluted earnings per share for 
the three and nine month periods ended September 30, 2004 and 2003 as well as   
the cumulative period as their effect would be antidilutive.                    

NOTE 3.  STOCK-BASED COMPENSATION                                               

The Company has a stock-based employee compensation plan. The Company accounts  
for the plan under the recognition and measurement principles of APB Opinion No.
25. "Accounting for Stock Issued to Employees," and related interpretations. No 
stock-based employee compensation cost is reflected in net income, as all       
options granted under the plan had an exercise price equal to or greater than   
the market value of the underlying common stock on the date of grant. The       
following table illustrates the effect on net income and earnings per share if  
the Company had applied the fair value recognition provisions of SFAS No. 123,  
"Accounting for Stock-Based Compensation," to stock-based employee compensation.

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                                                        [Enlarge/Download Table]

                                                                 For the nine    For the nine 
                                                                 months ended    months ended 
                                                                 September 30,   September 30,
                                                                      2004           2003     
                                                                 -------------   -------------
                                                                                              
Net Loss                                                                                      
         As reported                                            E   (1,338)     E   (1,681)   
         Deduct:  Total stock-based employee compensation                                     
         expense determined under fair value based methods for                                
         all awards, net of any related tax effects                     -              (26)   
                                                                 -----------     ----------   

         Pro forma                                              E   (1,338)     E   (1,707)   
                                                                 ==========      ==========   

Basic and Diluted Loss Per Share                                                              
         As reported                                            E    (0.02)     E    (0.03)   
         Pro forma                                              E    (0.02)     E    (0.03)   

In connection with the issuance of common stock in the three months ended       
September 30, 2004, the Company issued warrants that entitle investors to       
acquire an additional 700,000 common shares at prices ranging from $0.10 to     
$0.12 per share. The total fair value of these warrants at their respective     
grant dates was E46, which amount was expensed during the three months ended    
September 30, 2004. All warrants expire July 31, 2005.                          

NOTE 4.  REPORTING CURRENCY                                                     

Consistent with the location of its activities, beginning January 1, 1999, the  
Company adopted the euro (E) as its corporate currency. Accordingly, the Company
prepared all accompanying financial statements in euros.                        

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PETERSON SULLIVAN PLLC                                                          
601 UNION STREET SUITE 2300 SEATTLE WA 98101 (206) 382-7777 FAX 382-7700        

CERTIFIED PUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS' REPORT

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,   
2003 and 2002, and the related consolidated statements of operations and        
comprehensive loss, changes in shareholders' equity, and cash flows for the     
years ended December 31, 2003, 2002 and 2001, and for the period from May 2,    
1990 (inception) to December 31, 2003. 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 auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free  
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. 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, 2003 and 2002,
and the results of their operations and their cash flows for the years ended    
December 31, 2003, 2002 and 2001, and for the period from May 2, 1990           
(inception) to December 31, 2003, in conformity with accounting principles      
generally accepted in the United States.                                        

The accompanying 2003 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 resulted in significant losses being incurred. Further, the      
Company has a note payable amounting to E3,127 which is due June 30, 2004, where
there is no assurance that the note may be paid, extended, restructured or      
refinanced. 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                                                      

Peterson Sullivan PLLC                                                          
Seattle, Washington                                                             
March 18, 2004                                                                  

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 MYMETICS CORPORATION AND SUBSIDIARIES
 (A Development Stage Company)

 CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002
 (In Thousands of Euros)

                                                                [Download Table]

              ASSETS                                         2003         2002   
                                                           ---------   --------- 
                                                                                 
Current Assets                                                                   
     Cash                                                  E     125   E     183 
     Receivables                                                 100          59 
     Prepaid expenses                                              6          36 
                                                           ---------   --------- 
              Total current assets                               231         278 
Patents                                                          136         199 
                                                           ---------   --------- 
                                                           E     367   E     477 
                                                           =========   ========= 
              LIABILITIES AND SHAREHOLDERS' EQUITY                               

Current Liabilities                                                              
     Accounts payable                                      E   1,232   E     452 
     Taxes and social costs payable                               53         119 
     Note payable                                              3,127       1,989 
     Other                                                       113          24 
                                                           ---------   --------- 
              Total current liabilities                        4,525       2,584 
Payable to Shareholders                                          242         242 
                                                           ---------   --------- 
              Total liabilities                                4,767       2,826 
Shareholders' Equity                                                             
     Common stock, U.S. $.01 par value; 80,000,000 shares                        
        authorized; issued and outstanding 54,344,454                            
        at December 31, 2003 and 50,944,505 at                                   
        December 31, 2002                                        607         579 
     Additional paid-in capital                               18,142      17,888 
     Deficit accumulated during the development stage        (23,799)    (21,013)
     Accumulated other comprehensive income                      650         197 
                                                           ---------   --------- 
                                                              (4,400)     (2,349)
                                                           ---------   --------- 
                                                           E     367   E     477 
                                                           =========   ========= 

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

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MYMETICS CORPORATION AND SUBSIDIARIES 
(A Development Stage Company) 

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Years Ended December 31, 2003, 2002 and 2001, 
and the Period from May 2, 1990 (Inception) to December 31, 2003
(In Thousands of Euros, Except Per Share Data)

                                                        [Enlarge/Download Table]

                                                                             Total     
                                                                          Accumulated  
                                                                            During     
                                                                          Development  
                                                                             Stage     
                                                                        (May 2, 1990 to
                                                                          December 31, 
                                     2003        2002        2001            2003)     
                                   ---------   ---------   ---------      ----------   
                                                                                       
Revenues                                                                               
     Sales                         E       -   E       -   E         -    E      224   
     Interest                              -           8          26              34   
                                   ---------   ---------   ---------      ----------   
                                           -           8          26             258   
Expenses                                                                               
     Research and development          1,263       1,878         482           3,985   
     General and administrative        1,090       1,293       1,034           3,998   
     Bank fee                              -          63      14,063          14,932   
     Interest                            176          60          79             331   
     Goodwill impairment                   -         209           -             209   
     Amortization                         64          64          51             322   
     Directors' fees                     193          63          18             274   
                                   ---------   ---------   ---------      ----------   
                                       2,786       3,630      15,727          24,051   
                                   ---------   ---------   ---------      ----------   
Loss before income tax provision      (2,786)     (3,622)    (15,701)        (23,793)  
Income tax provision                       -           -           -               6   
                                   ---------   ---------   ---------      ----------   
           Net loss                   (2,786)     (3,622)    (15,701)        (23,799)  
Other comprehensive income                                                             
     Foreign currency translation                                                      
        adjustment                       453          97         100             650   
                                   ---------   ---------   ---------      ----------   
Comprehensive loss                 E  (2,333)  E  (3,525)  E (15,601)     E  (23,149)  
                                   =========   =========   =========      ==========   
Basic and diluted loss per share   E   (0.05)  E   (0.07)  E   (0.37)     E    (0.65)  
                                   =========   =========   =========      ==========   


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

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MYMETICS CORPORATION AND SUBSIDIARIES 
(A Development Stage Company) 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 
For the Period from May 2, 1990 (Inception) to December 31, 2003
(In Thousands of Euros) 

                                                        [Enlarge/Download Table]

                                                                           Date of       Number of               
                                                                         Transaction       Shares      Par Value 
                                                                        -------------   ------------   ----------
                                                                                                                 
Balance at May 2, 1990                                                                                 E     -   
     Shares issued for cash                                               June 1990       33,311,361       119   
     Net losses to December 31, 1999                                                               -         -   
                                                                                        ------------   -------   
Balance at December 31, 1999                                                              33,311,361       119   
     Bank fee                                                                                      -         -   
     Net loss for the year                                                                         -         -   
                                                                                        ------------   -------   
Balance at December 31, 2000                                                              33,311,361       119   
     Effect on capital structure resulting from a business combination    March 2001       8,165,830       354   
     Issuance of stock purchase warrants for bank fee                     March 2001               -         -   
     Issuance of shares for bank fee                                      March 2001       1,800,000        21   
     Issuance of shares for bank fee                                      June 2001          225,144         3   
     Issuance of shares for cash                                          June 2001        1,333,333        15   
     Exercise of stock purchase warrants in repayment of debt             June 2001        1,176,294        13   
     Exercise of stock purchase warrants for cash                       December 2001      3,250,000        37   
     Net loss for the year                                                                         -         -   
     Translation adjustment                                                                        -         -   
                                                                                        ------------   -------   
Balance at December 31, 2001                                                              49,261,962       562   
     Exercise of stock options                                            March 2002          10,000         -   
     Issuance of stock purchase warrants for bank fee                     June 2002                -         -   
     Exercise of stock purchase warrants in repayment of debt and                                                
        for cash                                                          July 2002        1,625,567        16   
     Issuance of remaining shares from 2001 business combination         August 2002          46,976         1   
     Net loss for the year                                                                         -         -   
     Translation adjustment                                                                        -         -   
                                                                                        ------------   -------   
Balance at December 31, 2002                                                              50,944,505       579   
     Issuance of shares for services                                    September 2003       400,000         4   
     Shares retired                                                      October 2003            (51)        -   
     Issuance of shares for services                                    November 2003      1,500,000        12   
     Issuance of shares for cash                                        December 2003      1,500,000        12   
     Issuance of stock purchase warrants for financing fee              December 2003              -         -   
     Net loss for the year                                                                         -         -   
     Translation adjustment                                                                        -         -   
                                                                                        ------------   -------   
Balance at December 31, 2003                                                              54,344,454   E   607   
                                                                                        ============   =======   

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                                                                                                         Accumulated   
                                                                                                            Other      
                                                                                          Deficit        Comprehensive 
                                                                                        Accumulated    Income - Foreign
                                                                        Additional      During the         Currency    
                                                                          Paid-in       Development      Translation   
                                                                          Capital          Stage          Adjustment   
                                                                        -----------   ---------------  ----------------
                                                                                                                       
Balance at May 2, 1990                                                  E         -    E         -          E     -    
     Shares issued for cash                                                       -              -                -    
     Net losses to December 31, 1999                                              -           (376)               -    
                                                                        -----------   ------------          -------    
Balance at December 31, 1999                                                      -           (376)               -    
     Bank fee                                                                   806              -                -    
     Net loss for the year                                                        -         (1,314)               -    
                                                                        -----------   ------------          -------    
Balance at December 31, 2000                                                    806         (1,690)               -    
     Effect on capital structure resulting from a business combination         (354)             -                -    
     Issuance of stock purchase warrants for bank fee                        14,063              -                -    
     Issuance of shares for bank fee                                            (21)             -                -    
     Issuance of shares for bank fee                                             (3)             -                -    
     Issuance of shares for cash                                              2,109              -                -    
     Exercise of stock purchase warrants in repayment of debt                   259              -                -    
     Exercise of stock purchase warrants for cash                               563              -                -    
     Net loss for the year                                                        -        (15,701)               -    
     Translation adjustment                                                       -              -              100    
                                                                        -----------   ------------          -------    
Balance at December 31, 2001                                                 17,422        (17,391)             100    
     Exercise of stock options                                                    8              -                -    
     Issuance of stock purchase warrants for bank fee                            63              -                -    
     Exercise of stock purchase warrants in repayment of debt                   396              -                -    
     Issuance of remaining shares from 2001 business combination                 (1)             -                -    
     Net loss for the year                                                        -         (3,622)               -    
     Translation adjustment                                                       -              -               97    
                                                                        -----------   ------------          -------    
Balance at December 31, 2002                                                 17,888        (21,013)             197    
Issuance of shares for services                                                  29              -                -    
     Shares retired                                                               -              -                -    
     Issuance of shares for services                                            100              -                -    
     Issuance of shares for cash                                                113              -                -    
     Issuance of stock purchase warrants for financing fee                       12              -                -    
     Net loss for the year                                                        -         (2,786)               -    
     Translation adjustment                                                       -              -              453    
                                                                        -----------   ------------          -------    
Balance at December 31, 2003                                            E    18,142    E   (23,799)         E   650    
                                                                        ===========   ============          =======    


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                                                        [Enlarge/Download Table]


                                                                           Total     
                                                                        ------------ 
                                                                                     
Balance at May 2, 1990                                                   E         - 
     Shares issued for cash                                                      119 
     Net losses to December 31, 1999                                            (376)
                                                                        ------------ 
Balance at December 31, 1999                                                    (257)
     Bank fee                                                                    806 
     Net loss for the year                                                    (1,314)
                                                                        ------------ 
Balance at December 31, 2000                                                    (765)
     Effect on capital structure resulting from a business combination             - 
     Issuance of stock purchase warrants for bank fee                         14,063 
     Issuance of shares for bank fee                                               - 
     Issuance of shares for bank fee                                               - 
     Issuance of shares for cash                                               2,124 
     Exercise of stock purchase warrants in repayment of debt                    272 
     Exercise of stock purchase warrants for cash                                600 
     Net loss for the year                                                   (15,701)
     Translation adjustment                                                      100 
                                                                        ------------ 
Balance at December 31, 2001                                                     693 
     Exercise of stock options                                                     8 
     Issuance of stock purchase warrants for bank fee                             63 
     Exercise of stock purchase warrants in repayment of debt                    412 
     Issuance of remaining shares from 2001 business combination                   - 
     Net loss for the year                                                    (3,622)
     Translation adjustment                                                       97 
                                                                        ------------ 
Balance at December 31, 2002                                                  (2,349)
Issuance of shares for services                                                   33 
     Shares retired                                                                - 
     Issuance of shares for services                                             112 
     Issuance of shares for cash                                                 125 
     Issuance of stock purchase warrants for financing fee                        12 
     Net loss for the year                                                    (2,786)
     Translation adjustment                                                      453 
                                                                        -------------
Balance at December 31, 2003                                             E    (4,400)
                                                                        ============ 

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

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MYMETICS CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 
For the Years Ended December 31, 2003, 2002 and 2001 and the Period 
from May 2, 1990 (Inception) to December 31, 2003 
(In Thousands of Euros) 

                                                        [Enlarge/Download Table]

                                                                                                       Total     
                                                                                                    Accumulated  
                                                                                                      During     
                                                                                                    Development  
                                                                                                       Stage     
                                                                                                  (May 2, 1990 to
                                                                                                    December 31, 
                                                            2003         2002           2001           2003)     
                                                         ----------   ----------     ----------   ---------------
                                                                                                                 

Cash Flows from Operating Activities                                                                             
     Net loss                                            E   (2,786)  E   (3,622)  E    (15,701)    E (23,799)   
     Adjustments to reconcile net loss to net cash                                                               
        used in operating activities Amortization                64           64             51           322    
        Goodwill impairment                                       -          209              -           209    
        Fees paid in warrants                                    12           63         14,063        14,138    
        Services and fees paid in common stock                  145            -              -           951    
        Changes in current assets and liabilities                                                                
           net of effects from reverse purchase                                                                  
           Receivables                                          (41)         (10)            53           (62)   
           Accounts payable                                     780           16           (508)          934    
           Taxes and social costs payable                       (66)          36            (26)           53    
           Other                                                119            9             68           155    
                                                         ----------   ----------     ----------     ---------    
              Net cash used in operating activities          (1,773)      (3,235)        (2,000)       (7,099)   

Cash Flows from Investing Activities                                                                             
     Patents and other                                           (1)        (102)           (45)         (338)   
     Short-term investments                                       -          354           (205)            -    
     Cash acquired in reverse purchase                            -            -             13            13    
                                                         ----------   ----------     ----------     ---------    
              Net cash provided by (used in)                                                                     
                  investing activities                           (1)         252           (237)         (325)   
Cash Flows from Financing Activities                                                                             
     Proceeds from the issuance of common stock                 125            8          2,724         2,976    
     Borrowings from shareholders                                 -            -              -           242    
     Increase in note payable and other                                                                          
        short-term advances                                   1,138        2,173            116         3,811    
     Loan fees                                                    -            -              -          (130)   
                                                         ----------   ----------     ----------     ---------    
              Net cash provided by financing activities       1,263        2,181          2,840         6,899    
Effect of exchange rate changes on cash                         453           97            100           650    
                                                         ----------   ----------     ----------     ---------    
              Net increase (decrease) in cash                   (58)        (705)           703           125    
Cash, beginning of period                                       183          888            185             -    
                                                         ----------   ----------     ----------     ---------    
Cash, end of period                                      E      125   E      183     E      888     E     125    
                                                         ==========   ==========     ==========     =========    

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

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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, 2003, 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 consist of incidental serum          
by-products of the Company's research and development activities and interest   
income. 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 in shareholders' equity of E4,400 at     
December 31, 2003. 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 has a note  
payable amounting to E3,127 which is due June 30, 2004, where there is no       
current source of cash to pay it when due. Management is planning to negociate a
further extension of the due date, restructure the note terms or refinance it.  
But there can be no assurance that management will be successful in any of these
efforts.                                                                        

Principles of Consolidation                                                     

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

Foreign Currency Translation                                                    

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

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Cash                                                                            

Cash deposits are occasionally in excess of insured amounts. Interest paid was  
E176 in 2003, E60 in 2002 and E42 in 2001. The Company has paid no income tax   
since its inception.                                                            

Revenue Recognition                                                             

The Company records the sale of products when the products are delivered and the
Company has only a security interest in the products should a customer default  
on payment.                                                                     

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, 2003 and 2002, are           
sufficient. The Company charges off receivables to the allowance when management
determines that a receivable is not collectible.                                

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.                                                         

Research and Development                                                        

Research and development costs are expensed as incurred.                        

Taxes on Income                                                                 

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

Earnings per Share                                                              

Basic earnings per share is computed by dividing income available to common     
shareholders by the weighted average number of common shares outstanding in the 
period. The weighted average number of shares was 51,285,044 for the year ended 
December 31, 2003, 50,045,658 for the year ended December 31, 2002, and         
42,459,784 for the year ended December 31, 2001. The weighted average number of 
shares for the period May 2, 1990 through December 31, 2003, was 36,520,581.    
Diluted earnings per share takes into consideration common shares outstanding   
(computed under basic earnings per share) and potentially dilutive securities.  
Warrants and options were not included in the computation of diluted earnings   
per share because their effect would be anti-dilutive due to net losses         
incurred.                                                                       

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Stock-Based Compensation                                                        

The Company has a stock-based employee compensation plan, which is described    
more fully in Note 6. The Company accounts for the plan under the recognition   
and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued  
to Employees," and related interpretations. No stock-based employee compensation
cost is reflected in net income, as all options granted under the plan had an   
exercise price equal to or greater than the market value of the underlying      
common stock on the date of grant. Compensation cost for stock options and      
warrants to purchase stock granted to non-employees is measured using the       
Black-Scholes valuation model at the date of grant multiplied by the number of  
options granted, amortized over the estimated life of the option or warrant.    
This compensation cost is recognized ratably over the vesting period. In        
accordance with APB No. 25, the Company records compensation costs only for     
stock options issued to non-employees. The following table illustrates the      
effect on net income and earnings per share if the Company had applied the fair 
value recognition provisions of SFAS No. 123, "Accounting for Stock-Based       
Compensation," to stock-based employee compensation.                            

                                                        [Enlarge/Download Table]

                                                                                     Total Accumulated    
                                                                                     During Development   
                                                                                     Stage (May 2, 1990   
                                                  2003         2002         2001     to December 31, 2003)
                                               ----------   ----------   ----------  ---------------------
                                                                                                          

Net Income (Loss)                                                                                         
-----------------                                                                                         
    As reported                                E  (2,786)  E   (3,622)   E (15,701)       E    (23,799)   
    Deduct: Total stock-based employee                                                                    
       compensation expense determined under                                                              
       fair value based methods for all                                                                   
       awards, net of any related tax effects        (27)         (72)        (221)               (320)   
                                               ----------   ----------   ----------      -------------    

    Pro forma                                  E  (2,813)      (3,694)   E (15,922)      E    (24,119)    
                                               ==========   ==========   ==========      =============    
Basic and Diluted Earnings (Loss) Per Share                                                               
-------------------------------------------                                                               
    As reported                                E    (.05)   E    (.07)  E     (.37)      E       (.65)    
    Pro forma                                  E    (.05)   E    (.07)  E     (.38)      E       (.66)    

The fair value of each option granted was estimated for proforma purposes on the
grant date using the Black-Scholes model (use of this model for proforma        
purposes is not intended to indicate the value of the Company as a whole). The  
assumptions used in calculating fair value are as follows:                      

                                                                [Download Table]

                                    2003            2002               2001      
                              ---------------  ----------------  ----------------
                                                                                 
Risk-free interest rate            4.00%           4.75%              4.5%       
Expected life of the options      7 years         7 years           8 years      
Expected volatility           164.02%-206.16%  71.10% - 243.12%  63.91% - 160.97%
Expected dividend yield              0%              0%                0%        

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

The Company has offered 2,000,000 common shares to an individual upon acceptance
of an offer as board chairman. The fair value of these shares was approximately 
E33 at December 31, 2003. These shares have not been considered issued for      
purposes of these financial statements.                                         

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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.             

Reclassifications                                                               

Certain reclassifications have been made to the 2002 financial statement        
amounts in order for them to conform to current year presentation.              

New Accounting Standards                                                        

Statement of Financial Accounting Standards ("SFAS") No. 147 gives guidance on  
accounting for the acquisition of financial institutions (effective for         
acquisitions on or after October 1, 2002). SFAS No. 148 clarifies treatment of  
stock-based compensation (effective for fiscal years ending after December 15,  
2002). SFAS No. 149 amends existing standards on derivatives (effective for     
derivatives entered into or modified after June 30, 2003). SFAS No. 150 gives   
guidance on the accounting for certain financial instruments with               
characteristics of both liabilities and equity (effective for financial         
instruments entered into after May 31, 2003). Financial Accounting Standards    
Board Interpretation No. 46 requires consolidation of certain variable interest 
entities (effective for fiscal years ending after December 15, 2003). These new 
standards do not have an effect on the Company's consolidated financial         
statements.                                                                     

Note 2. Receivables                                                             

                                                                [Download Table]

                                                     2003           2002    
                                                   ---------     ---------- 
                                                                            

Trade receivables (including E23 from a                                     
    shareholder in 2003 and 2002)                  E     37      E       37 
Value added tax                                          72              41 
Other                                                    20              15 
                                                   --------      ---------- 

                                                        129              93 
Allowance for doubtful accounts (including                                  
    E23 from a shareholder in 2003 and 2002)            (29)            (34)
                                                   --------      ---------- 

                                                   E    100      E       59 
                                                   ========      ========== 

Note 3. Goodwill and Other Intangible Assets                                    

Prior to January 1, 2002, the Company was amortizing goodwill over a five-year  
period. In accordance with current accounting standards, goodwill is not to be  
amortized beginning January 1, 2002. Goodwill was acquired during 2001 at a cost
of E247 and amortization amounted to E38 for the year ended December 31, 2001.  
Had goodwill not been amortized in 2001, net loss would have amounted to        
E(15,663) and basic and diluted loss per share would not have changed. No       
additional acquisitions have occurred. Based on a review of the fair value of   
the Company's only reporting unit at December 31, 2002, management has          
determined that the goodwill is fully impaired. Accordingly, an impairment loss 
was recorded in the 2002 statement of operations.                               

Other intangible assets consist of patents which are stated at cost of the fees 
paid to the French patent office. At December 31, 2003 and 2002, the carrying   
amount of patents was E136 and E199 net of accumulated amortization of E189 and 
E125, respectively. Amortization expense relating to patents was E64, E64 and   
E13 for 2003, 2002 and 2001, respectively. Amortization expense is expected to  
amount to E64 during each of the next two years and E8 during 2006, which will  
completely amortize this asset.                                                 

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Note 4. Transactions With Affiliates                                            

During 2000, the Company agreed to pay a fee in common stock to MFC Merchant    
Bank SA ("MFC Bank") for services provided in a business combination            
transaction. The parent of MFC Bank is a shareholder of the Company. The common 
shares were not issued in 2000. The fair value of the shares at the measurement 
date, amounting to E806 (which may not be indicative of the value of the Company
as a whole), was included in additional paid-in capital at December 31, 2000. In
2001, a total of 2,025,144 common shares were issued to MFC Bank which resulted 
in E24 being reclassified to common stock based on the par value of the shares. 
The Company has a non-revolving term credit facility with MFC Bank which allowed
the Company to borrow up to E3,150 at LIBOR plus 4% (approximately 6.1 % at     
December 31, 2003) repayable on June 30, 2004, as extended, collateralized by   
all of the Company's assets plus any future patents. The Company owed E3,127 and
E1,989 under this facility as of December 31, 2003 and 2002, respectively. The  
fair value of this note approximates carrying value because the note is         
short-term and has a market rate of interest.                                   

The Company incurred fees of E37 and E155 to MFC Bank in 2003 and 2002,         
respectively, related to management services.                                   

In March 2001, the Company granted warrants under the agreements with MFC Bank  
which entitled MFC Bank to purchase 6,001,693 of the Company's common shares.   
The warrants allowed MFC Bank to convert to shares an amount equal to the       
maximum of the credit facility including unpaid interest plus the arrangement   
and retainer fees. The warrants are exercisable within a three-year period      
beginning August 2000 at approximately E.2319 per common share. The fair value  
of the beneficial conversion feature amounting to E14,063 (which may not be     
indicative of the value of the Company as a whole) was calculated on March 28,  
2001, the grant date, using the Black-Scholes model. This amount was recorded as
paid-in capital of E14,063 and allocated to bank fee expense in 2001. During    
2001, MFC Bank exercised warrants to acquire 1,176,294 common shares in exchange
for the arrangement fee and the retainer fee plus E52 in accrued interest. MFC  
also exercised warrants to acquire 3,250,000 common shares for cash in 2001. In 
2002, the Company granted 26,775 additional warrants under the original         
agreements with MFC Bank. The fair value of the beneficial conversion feature on
these warrants was calculated using the Black-Scholes model which amounted to   
E63. This amount was recorded as paid-in capital of E63 and allocated to bank   
fee expense in 2002. During 2002, MFC Bank exercised the remaining warrants to  
acquire 1,602,174 common shares. This resulted in a decrease of E372 due on the 
revolving term credit facility with MFC Bank. This is a non-cash transaction for
purposes of the statement of cash flows.                                        

In June 2001, the Company issued additional warrants to MFC Bank to purchase    
103,559 common shares at U.S. $1.725 per share exercisable during a three-year  
period. These warrants were issued in connection with MFC Bank's placement of   
1,333,333 of the Company's common shares. The warrants were valued at E118 based
on the fair value of the placement fees rendered and was a cost of the          
placement. In 2002, MFC Bank exercised warrants to acquire 23,393 common shares.
This resulted in a decrease of E40 due on the revolving term credit facility    
with MFC Bank. This is a non-cash transaction for purposes of the statement of  
cash flows.                                                                     

In July 2003 the Company sold a nonoperating subsidiary to an affiliate of MFC  
Bank for cash of E25, resulting in no gain or loss.                             

The amounts payable to shareholders bear no interest, have no collateral, and   
are repayable upon the Company becoming profitable. Since the timing of the     
Company becoming profitable cannot be determined, the fair value of the amounts 
payable to shareholders cannot be determined. The Company is not expected to    
become profitable in the near-term, therefore, the amounts payable to           
shareholders have been classified as long-term.                                 

During 2003 and 2002, the Company incurred fees to its Chairman of E239 and E275
for consulting from a company owned by him, and E27 in 2001 from a company owned
by the former Chief Financial Officer of the Company. Accounts payable at       
December 31, 2002, includes E23 of these fees.                                  

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Note 5. Income Taxes                                                            

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

                                                                [Download Table]

                                                  2003        2002        2001     
                                               ---------   ----------   ---------- 
                                                                                   

U.S. Federal statutory rates on loss from                                          
    operations                                 E    (947)  E   (1,231)  E   (5,338)

Nondeductible fee paid in warrants and common                                      
    stock                                             50           21        4,781 

Effect of exchange rate changes on                                                 
   U.S. net operating loss                                                         
   carryforward                                      242          101            - 

Change in valuation allowance                        582        1,114          514 

Other                                                 73           (5)          43 
                                               ---------   ----------   ---------- 

Income tax expense                             E       -   E        -   E        - 
                                               =========   ==========   ========== 

Deferred tax asset is composed of the following:                                

                                                        [Enlarge/Download Table]

                                                                       2003          2002    
                                                                    -----------   ---------- 
                                                                                             

Difference in book and tax basis of amounts payable to shareholder  E        82   E       82 

Net operating loss carryforwards                                                             
    United States                                                         1,373        1,063 
    France                                                                  787          515 
                                                                    -----------   ---------- 

                                                                          2,242        1,660 
Less valuation allowance for deferred tax asset                          (2,242)      (1,660)
                                                                    -----------   ---------- 

Net deferred tax asset                                              E         -   E        - 
                                                                    ===========   ========== 

The Company's provision for income taxes was derived from U.S. and French       
operations. At December 31, 2003, the Company had estimated net operating loss  
carryforwards which expire as follows:                                          

                  United States           France
                    -------------        -----------

          2004      E        -          E        -
          2005               -                  94
          2006               -                 381
          2007               -               1,039
          2008               -                 801
     2021-2023           4,038                   -
                    ---------           ----------
                    E    4,038          E    2,315
                    ==========          ==========

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Note 6. Stock Option Plans                                                      

1994 Amended Stock Option Plan                                                  

The Company's 1994 stock option plan provided for the issuance of up to 350,000 
shares of the Company's common stock to employees and non-employee directors.   
The plan was terminated during 2002. The following table summarizes information 
with respect to this plan:                                                      

                                                        [Enlarge/Download Table]

                                                                                      Weighted    
                                                                                       Average    
                                                           Number of Shares        Exercise Price 
                                                           ----------------       ----------------
                                                                                                  
Outstanding and exercisable at December 31, 2001                 73,750      U.S.      $  .82     
                                                                                       ======     

Exercised in 2002                                               (10,000)                          
                                                               --------                           
Outstanding and exercisable at December 31, 2003 and 2002        63,750      U.S.      $   .83    
                                                               ========                =======    
Reserved for future grants at December 31, 2003                       -                           
                                                               ========                           

1995 Qualified Incentive Stock Option Plan                                      

The Company's board of directors approved a stock option plan on August 15, 1996
which provided for the issuance of up to 150,000 shares of the Company's common 
stock to key employees. The plan was terminated during 2002. The following table
summarizes information with respect to this plan:                               

                                                        [Enlarge/Download Table]

                                                                                            Weighted    
                                                                                             Average    
                                                                 Number of Shares        Exercise Price 
                                                                 ----------------       ----------------
                                                                                                        

Outstanding and exercisable at December 31, 2003, 2002 and 2001       100,000      U.S.      $   .75    
                                                                     ========                =======    

Reserved for future grants at December 31, 2003                             -                           
                                                                     ========                           

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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. The weighted average fair 
value of these options at the grant dates were E.12, E.62 and E2.24 per option  
in 2003, 2002 and 2001, respectively. The following table summarizes information
with respect to this plan:                                                      

                                                        [Enlarge/Download Table]

                                                                          Weighted     
                                                                           Average     
                                                  Number of Shares     Exercise Price  
                                                  -----------------    ----------------
                                                                                       

Granted in 2001                                      100,000      U.S.   $   2.86      
                                                  ----------                           

Outstanding and exercisable at December 31, 2001     100,000      U.S.   $   2.86      
                                                                         ========      

Granted in 2002                                      117,500      U.S.   $    .99      
                                                  ----------                           

Outstanding and exercisable at December 31, 2002     217,500      U.S.   $   1.83      
                                                  ==========             ========      

Granted in 2003                                      225,000      U.S.   $    .14      
                                                  ----------                           
Outstanding and exercisable at December 31, 2003     442,500      U.S.   $    .97      

Reserved for future grants at December 31, 2003    4,557,500                           
                                                  ==========                           

Almost all options have an expiration date ten and a half years after issuance. 

Note 7. Commitments and Contingencies                                           

The Company leases property under noncancelable operating leases through January
2006. Future minimum lease payments under noncancelable operating leases are as 
follows:                                                                        

                                                                [Download Table]
                                         
2004                               E    7
2005                                    7
2006                                    1
                                   ------

                                   E   15
                                   ======

Total rent expense per year was E24 for 2003, E30 for 2002 and E7 for 2001.     

The Company is involved in various matters of litigation arising in the ordinary
course of business. In the opinion of management, the estimated outcome of such 
issues will not have a material effect on the Company's financial statements.   

Note 8. Subsequent events                                                       

In January 2004, the Company issued a total of 2,000,000 common shares to two   
investors for cash of E166. In February 2004, the Company issued 2,500,000      
common shares to an investor for cash of E208. As part of this new financing,   
the Company also issued warrants entitling the investors to acquire an          
additional 4,500,000 common shares at a price of $.10 per share. The total fair 
value of these warrants at the grant dates was E102. All warrants expire July   
31, 2004.                                                                       

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WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO PROVIDE ANY   
INFORMATION OR MAKE ANY REPRESENTATIONS ABOUT MYMETICS CORPORATION EXCEPT THE   
INFORMATION OR REPRESENTATIONS CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY
ON ANY ADDITIONAL INFORMATION OR REPRESENTATIONS IF MADE.                       

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

This prospectus does not constitute an offer to sell, or a solicitation of an   
offer to buy any securities:                                                    

o   except the common stock offered by this prospectus;               

o   in any jurisdiction in which the offer or solicitation is not     
authorized;                                                   

o   in any jurisdiction where the dealer or other salesperson is not  
qualified to make the offer or solicitation;                  

     o   to any person to whom it is unlawful to make the offer or solicitation;
or                                                            

     o   to any person who is not a United States resident or who is outside the
jurisdiction of the United States.                            

The delivery of this prospectus or any accompanying sale does not imply that:   

     o   there have been no changes in the affairs of Mymetics Corporation after
the date of this prospectus; or                               

    o   the information contained in this prospectus is correct after the date
of this prospectus.                                           

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

Until the date that is two years after the SEC first declares this Registration 
Statement effective, all dealers effecting transactions in the registered       
securities, whether or not participating in this distribution, may be required  
to deliver a prospectus. This is in addition to the obligation of dealers to    
deliver a prospectus when acting as underwriters.                               

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

PROSPECTUS

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

 89,446,742 SHARES OF COMMON STOCK

MYMETICS CORPORATION

DECEMBER 6, 2004

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                             

INDEMNIFICATION                                                                 

 Our Certificate of Incorporation and Bylaws provide that we may
indemnify an officer or director who is or was a party or is threatened to be   
made a party to any proceeding, including a lawsuit, because of his position, if
he acted in good faith and in a manner he reasonably believed to be in our best 
interest. In certain cases, we may advance expenses incurred in defending any   
such proceeding. To the extent that the officer or director is successful on the
merits in any such proceeding as to which such person is to be indemnified, we  
must indemnify him against all expenses incurred, including attorney's fees.    
With respect to a derivative action, indemnity may be made only for expenses    
actually and reasonably incurred in defending the proceeding, and if the officer
or director is judged liable, only by a court order. The indemnification is     
intended to be to the fullest extent permitted by the laws of the state of      
Delaware.                                                                       

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and         
controlling persons pursuant to the foregoing provisions, or otherwise, we have 
been advised that in the opinion of the Securities and Exchange Commission such 
indemnification is against public policy as expressed in the Act and is,        
therefore, unenforceable.                                                       

ITEM 25.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                           

  The following table sets forth estimated expenses expected to be
incurred in connection with the issuance and distribution of the securities     
being registered.                                                               

                                                                [Download Table]
                                                                         
Securities and Exchange Commission Registration Fee     $       1,445    
Printing and Engraving Expenses                         $       5,000    
Accounting Fees and Expenses                            $      10,000    
Legal Fees and Expenses                                 $      35,000    
Miscellaneous                                           $      10,000    
                                                     --------------------

TOTAL                                                   $      61,445    
                                                     ====================

ITEM 26.  RECENT SALES OF UNREGISTERED SECURITIES                               

    On October 19, 2004 the Company issued 2,013,109 shares to Cornell
Capital pursuant to the terms of the Standby Equity Distribution Agreement      
between Cornell Capital and the Company. On that same date, the Company issued  
93,633 shares to Newbridge Securities pursuant to the terms of the Placement    
Agent Agreement between the Company and Newbridge Securities.                   

       Between August 2, 2004 and September 1, 2004, four new investors have
acquired 1,516,667 restricted shares of common stock at prices ranging from     
$0.10 to 0.13 per share, for an aggregate amount of $179,000. Two of these      
investors also received warrants entitling them to acquire prior to July 31,    
2005, an additional 700,000 shares for a total price of $74,000.                

       During the three months ended September 30, 2004, we have also issued
770,000 restricted shares of common stock to six individuals who agreed to      
receive them instead of cash as compensation for services rendered.             

 On July 31, 2004, two stockholders exercised options to acquire
1,000,000 common shares of Mymetics Corporation each for the agreed price at    
$0.10 per share. One of the stockholders has failed to pay the purchase price   
for the restricted shares of common stock. This amount (E82,000) is reflected in
our financial statements as a receivable. We believe we will be paid for that   
stock.                                                                          

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         On February 24, 2004, we issued 2,500,000 shares of our common stock at
$0.10 per share to an existing stockholder. The stockholder received a warrant  
to purchase an equal number of shares of our common stock prior to July 31,     
2004, at $0.10 per share.                                                       

        On January 26, 2004, two additional investors each purchased 1,000,000
restricted shares of our common stock at E83,200 each (approximately $100,000 or
approximately $0.10 per share). The purchasers also received warrants to        
purchase an equal number of shares of common stock at $0.10 per share prior to  
June 30, 2004. The warrants have subsequently lapsed without exercise.          

        In January 2004, we issued Professor Marc Girard, DVM, D. Sc., 500,000
shares of our common stock in recognition of his support of the Company and in  
compensation for his modest remuneration as Head of our Vaccines Development.   

   In December 2003, we issued two investors 1,500,000 shares of our
common stock for E124,800, or approximately $0.10 per share. The investors also 
received warrants to purchase an equal number of shares of our common stock at  
$0.10 per share, which warrants are exercisable prior to July 31, 2005.         

        In November 2003, we issued Dr. Sylvain Fleury, Ph. D., 500,000 shares
of our common stock in recognition of his support of the Company since 1997 and 
in compensation for his modest remuneration as Chief Scientific Officer of our  
Company.                                                                        

   In November 2003, we issued Mr. Jacques-Francois Martin 1,000,000
shares of our common stock in recognition of his support of the Company and more
specifically, for his early introduction to certain experts in our field of     
research.                                                                       

     In November 2003, we agreed to issue Mr. Jacques-Francois Martin an
additional 2,000,000 shares of our common stock, contingent upon his accepting  
to be elected Chairman of Mymetics Corporation. The fair value of these shares  
was approximately E33,000 at December 31, 2003. These shares have not been      
considered issued for purposes of these financial statements.                   

         In September 2003, we issued Dr. Robert Zimmer, our only director which
was not also a major shareholder of the Company, 400,000 common shares as a     
one-time payment for his service as an outside director and in recognition of   
the fact that he had agreed to serve the Company despite the absence of         
directors and officer's insurance coverage.                                     

       In August 2002, we issued 46,925 shares of our common stock to Gilles
Rossi, Marianne Rossi, Jean-Loup Rossi and Alessandro Zuccato in connection with
a Share Exchange Agreement dated July 30, 2002 among the Company, Michele Rossi,
Gilles Rossi, Marianne Rossi, Jean-Loup Rossi and Alessandro Zuccato.           

        In July 2002, we issued MFC Merchant Bank S.A. (i) 1,602,174 shares of
our common stock for E0.23 per share and (ii) 23,393 shares of our common stock 
for U.S. $1.725 per share, all in connection with the exercise of warrants by   
MFC Merchant Bank S.A. The aggregate amount to be paid by MFC Merchant Bank S.A.
in connection with these exercises was not paid in cash, but, rather, was used  
to reduce our revolving credit debt to MFC Merchant Bank in an amount of        
E412,000.                                                                       

      In June 2002, we granted MFC Merchant Bank S.A. warrants to purchase
26,775 shares of our common stock at an exercise price of E0.23 per share.      

The proceeds of the transactions described here that occurred since             
July 31, 2003, have been used to i) settle, either totally or partially, amounts
owed to critical service suppliers to Mymetics Corporation, thus allowing a     
gradual return to normal operations of the Company, ii) launch certain research 
projects having a high potential for strengthening our negotiating position with
major pharmaceutical companies and iii) pay for minimal current operating       
expenses.                                                                       

       Except as otherwise noted, the securities described in this Item were
issued pursuant to the exemption from registration provided by Section 4(2) of  
the Securities Act of 1933. Each such issuance was made pursuant to individual  
contracts which are discrete from one another and are made only with persons who
were 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.                                                                     

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ITEM 27.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                            

   (a) The following exhibits are filed as part of this registration
statement:                                                                      

                                                        [Enlarge/Download Table]

EXHIBIT                                                                                                            
NO.      DESCRIPTION                                                LOCATION                                       
-------  --------------------------------------------------         ---------------------------------------        
                                                                                                                   
2.1      Share Exchange Agreement dated December 13, 2000 between   Incorporated by reference to an exhibit to the 
         the Company and the stockholders of Mymetics S.A. listed   Company's Schedule 14C filed on April 26, 2001.
         on the signature page thereto                                                                             

2.2      Share Exchange Agreement dated July 30, 2002 between the   Incorporated by reference to Exhibit 10.1 to   
         Company and the stockholders of Mymetics S.A. listed on    the Company's Registration Statement on Form   
         the signatures pages thereto                               S-1 (File No. 333-88782) filed on August 8,    
                                                                    2002.                                          

3.1      Amended and Restated Certificate of Incorporation          Incorporated by reference to Exhibit 10.5 to   
                                                                    the Company's Report on Form 10-Q filed on     
                                                                    November 15, 2004.                             

3.2      Bylaws of Registrant                                       Incorporated by reference to Exhibit 3(ii) to  
                                                                    the Company's Report on Form 10-Q filed on     
                                                                    August 14, 2001.                               

5.1      Opinion of Schiff Hardin, LLP                              Provided herewith                              

10.1     Services Agreement dated May 31, 2002, between the         Incorporated by reference to Exhibit 10.(ii) to
         Company and MFC Merchant Bank, S.A.                        the Company's Report on Form 10-Q filed on     
                                                                    August 14, 2001.                               

10.2     Employment Agreement dated May 3, 2001, between            Incorporated by reference to Exhibit 10.(i) to 
         Pierre-Francois Serres and the Company                     the Company's Report on Form 10-Q filed on     
                                                                    August 14, 2001.                               

10.3     Indemnification Agreement dated March 28, 2001, between    Incorporated by reference to Exhibit 10.(iii)  
         the Company and MFC Bancorp Ltd.                           to the Company's Report on Form 10-Q filed on  
                                                                    August 14, 2001.                               

10.4     Assignment Agreement dated December 29, 2000, by and       Incorporated by reference to an exhibit to the 
         among the Company, Mymetics S.A. and MFC Merchant Bank     Company's Schedule 14C filed on April 26, 2001.
         S.A.                                                                                                      

10.5     Credit Facility Agreement dated July 27, 2000, between     Incorporated by reference to an exhibit to the 
         MFC Merchant Bank, S.A. and the Company                    Company's Schedule 14C filed on April 26, 2001.

10.6     Amended Credit Facility Agreement dated August 13, 2001,   Incorporated by reference to Exhibit 10.10 to  
         between MFC Merchant Bank, S.A. and the Company            the Company's Report on Form 10-K filed on     
                                                                    March 31, 2003.                                

10.7     Second Amended Credit Facility Agreement dated February    Incorporated by reference to Exhibit 10.11 to  
         27, 2002, between MFC Merchant Bank, S.A. and the Company  the Company's Report on Form 10-K filed on     
                                                                    March 31, 2003.                                

10.8     Third Amended Credit Facility Agreement dated February     Incorporated by reference to Exhibit 10.12 to  
         28, 2003, between MFC Merchant Bank, S.A. and the Company  the Company's Report on Form 10-K filed on     
                                                                    March 31, 2003.                                

10.9     Guarantee dated February 28, 2003 by MFC Bancorp Ltd. To   Incorporated by reference to Exhibit 10.13 to  
         MFC Merchant Bank S.A.                                     the Company's Report on Form 10-K filed on     
                                                                    March 31, 2003.                                

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                                                        [Enlarge/Download Table]

EXHIBIT                                                                                                           
NO.      DESCRIPTION                                               LOCATION                                       
-------  --------------------------------------------------        ---------------------------------------        
                                                                                                                  
10.10    Shareholder Agreement dated March 28, 2001, by and among  Incorporated by reference to Exhibit 10.13 to  
         the Company, the Holders of Class B Exchangeable          the Company's Registration Statement on Form   
         Preferential Non-Voting Shares of 6543 Luxembourg S.A.    S-1 (File No. 333-88782) filed on May 22, 2002.
         signatory thereto and 6543 Luxembourg S.A.                                                               

10.11    Support Agreement dated March 28, 2001, between the       Incorporated by reference to Exhibit 10.14 to  
         Company and 6543 Luxembourg S.A.                          the Company's Registration Statement on Form   
                                                                   S-1 (File No. 333-88782) filed on May 22, 2002.

10.12    1995 Qualified Incentive Stock Option Plan                Incorporated by reference to the Company's     
                                                                   Registration Statement on Form S-8 (File No.   
                                                                   333-15831), filed on November 8, 1996.         

10.13    Amended 1994 Stock Option Plan                            Incorporated by reference to the Company's     
                                                                   Registration Statement on Form S-8 (File No.   
                                                                   333-15829) filed on November 8, 1996.          

10.14    2001 ICHOR Corporation Stock Option Plan                  Incorporated by reference to the Company's     
                                                                   report on Form 10-Q for the quarter ended June 
                                                                   30, 2001, filed on August 14, 2001.            

10.15    Employment Agreement dated March 18, 2002, between the    Incorporated by reference to Exhibit 10.11 to  
         Company and Peter P. McCann                               the Company's Report on Form 10-K filed on     
                                                                   March 29, 2002.                                

10.16    Consulting Agreement dated August 31, 2001, between the   Incorporated by reference to Exhibit 10.4 to   
         Company and Michael K. Allio                              the Company's Registration Statement on Form   
                                                                   S-1 (File No. 333-88782) filed on May 22, 2002.

10.17    Amendment to Consulting Agreement dated August 21, 2002   Incorporated by reference to Exhibit 10.21 to  
         between the Company and Michael K. Allio                  the Company's Report on Form 10-K filed on     
                                                                   March 31, 2003.                                

10.18    Separation Agreement and Release dated January 31, 2003   Incorporated by reference to Exhibit 10.23 to  
         between the Company and Peter P. McCann                   the Company's Report on Form 10-K filed on     
                                                                   March 31, 2003.                                

10.19    Patent Pledge Agreement dated November 2002 by and among  Incorporated by reference to Exhibit 10.38 to  
         Mymetics S.A., Mymetics Deutschland GmbH, the Company     the Company's Report on Form 10-K filed on     
         and MFC Merchant Bank S.A.                                March 31, 2003.                                

10.20    Consulting Agreement between the Company and Professor    Incorporated by reference to Exhibit 10 to the 
         Marc Girard dated June 10, 2004                           Company's Report on Form 10-Q filed on August  
                                                                   13, 2004.                                      

10.20    Standby Equity Distribution Agreement, dated October 19,  Incorporated by reference to Exhibit 10.1 to   
         2004, between the Company and Cornell Capital             the Registrant's Report on Form 10-Q filed on  
                                                                   November 15, 2004                              

10.21    Registration Rights Agreement, dated October 19, 2004,    Incorporated by reference to Exhibit 10.2 to   
         between the Company and Cornell Capital                   the Registrant's Report on Form 10-Q filed on  
                                                                   November 15, 2004                              

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EXHIBIT                                                                                                          
NO.      DESCRIPTION                                               LOCATION                                      
-------  --------------------------------------------------        ---------------------------------------       
                                                                                                                 
10.22    Escrow Agreement, dated October 19, 2004, among the       Incorporated by reference to Exhibit 10.3 to  
         Company, Butler Gonzalez, LLP and Cornell Capital         the Registrant's Report on Form 10-Q filed on 
                                                                   November 15, 2004                             

10.23    Placement Agent Agreement, dated October 19, 2004,        Incorporated by reference to Exhibit 10.4 to  
         between the Company and Newbridge Securities Corporation  the Registrant's Report on Form 10-Q filed on 
                                                                   November 15, 2004                             

21.1     Subsidiaries of Registrant                                Incorporated by reference to Exhibit 21.1 to  
                                                                   the Company's Annual Report on Form 10-K filed
                                                                   on March 30, 2004.                            

23.1     Consent of Schiff Hardin LLP                              Contained in Exhibit 5.1                      

23.2     Consent of Peterson Sullivan PLLC                         Provided herewith                             

24.1     Power of Attorney                                         Included on signature page                    

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

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ITEM 28.  UNDERTAKINGS                                                          

The undersigned registrant hereby undertakes:                 

              (1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:       

                     (i) Include any prospectus required by Sections
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");      

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the most     
recent post-effective amendment thereof) which, individually or in the          
aggregate, represent a fundamental change in the information set forth in the   
Registration Statement. Notwithstanding the foregoing, any increase or decrease 
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or   
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the         
aggregate, the changes in volume and price represent no more than 20 percent    
change in the maximum aggregate offering price set forth in the "Calculation of 
Registration Fee" table in the effective registration statement;                

                    (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration        
Statement;                                                                      

                (2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a  
new registration statement relating to the securities offered therein, and the  
offering of such securities at that time shall be deemed to be a bona fide      
offering thereof.                                                               

                (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the     
termination of the offering.                                                    

                (4) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling      
persons of the small business issuer pursuant to the foregoing provisions, or   
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the     
event that a claim for indemnification against such liabilities (other than the 
payment by the small business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the successful    
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the   
small business issuer will, unless in the opinion of its counsel the matter has 
been settled by controlling precedent, submit to a court of appropriate         
jurisdiction the question whether such indemnification by it is against public  
policy as expressed in the Securities Act and will be governed by the final     
adjudication of such issue.                                                     

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SIGNATURES

        In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration    
statement to be signed on our behalf by the undersigned, in city of Nyon,       
Switzerland.                                                                    

                      MYMETICS CORPORATION

                          By: /s/ Christian Rochet
                                          ----------------------------------
                        Name: Christian Rochet
                                      Title: President and Chief Executive
                       Officer

                        Date: December 6, 2004

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Christian Rochet his or her    
true and lawful attorney-in-fact and agent, with full power of substitution and 
revocation, for him or her and in his or her name, place and stead, in any and  
all capacities (until revoked in writing), to sign any and all amendments       
(including post-effective amendments) to this Registration Statement and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and     
thing requisite and necessary to be done as fully for all intents and purposes  
as he or she might or could do in person, hereby ratifying and confirming all   
that said attorney-in-fact and agent, or is substitute or substitutes, may      
lawfully do or cause to be done by virtue hereof.                               

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates stated.                                             

                                                        [Enlarge/Download Table]

SIGNATURE                                   TITLE                                  DATE            
---------                                   -----                                  ----            

                                                                                                   

/s/ Christian Rochet                        Director                               December 6, 2004
------------------------------------------  President and Chief Executive Officer                  
Christian Rochet                                                                                   

/s/ Ernest Lubke                            Director                               December 6, 2004
------------------------------------------  Chief Financial Officer and Treasurer                  
Ernest Lubke                                (Principal Financial and Principal                     
                                            Accounting Officer)                                    

/s/ Pierre-Francois Serres                  Director                               December 6, 2004
------------------------------------------                                                         
Dr. Pierre-Francois Serres                                                                         

/s/ Robert Zimmer                           Director                               December 6, 2004
------------------------------------------                                                         
Robert Zimmer                                                                                      

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		1/31/06		37
		7/31/05		57		75
		12/31/04		6		26			10-K,  8-K,  NT 10-K
Filed as of:		12/7/04
Filed on:		12/6/04		1		80
		12/3/04		17		49
		12/2/04		1
		12/1/04		20		49
		11/30/04		49
		11/15/04		76		78			10-Q
		10/20/04		26
		10/19/04		4		78			8-K
		9/30/04		4		74			10-Q
		9/1/04		74
		8/13/04		77					10-Q
		8/2/04		74
		7/31/04		72		75
		6/30/04		8		75			10-Q
		6/29/04		44
		6/10/04		77
		3/31/04		47					10-Q
		3/30/04		78					10-K
		3/18/04		58
		2/24/04		75
		1/26/04		75
		1/15/04		42
		1/1/04		41
		12/31/03		3		75			10-K
		12/15/03		68					10-Q
		11/3/03		38		44
		10/14/03		40		44
		9/30/03		6		56			10-Q
		9/1/03		38		41
		8/29/03		38		41
		8/23/03		38
		8/16/03		40
		8/15/03		40
		7/31/03		25		75			3
		7/30/03		38		46			10-Q
		7/24/03		29
		7/20/03		29
		6/30/03		47		68			10-Q
		5/31/03		68
		5/5/03		40		44			8-K
		5/2/03		38
		5/1/03		42
		4/14/03		43
		3/31/03		47		77			10-K,  10-Q
		2/28/03		76
		1/31/03		40		77
		1/1/03		40		43
		12/31/02		4		71			10-K,  10-K/A
		12/15/02		68
		10/1/02		68
		9/30/02		47					10-Q
		8/21/02		43		77
		8/8/02		76					S-1/A
		7/30/02		75		76
		6/30/02		47					10-Q
		5/31/02		76
		5/22/02		77					S-1
		3/31/02		47					10-Q
		3/29/02		77					10-K405
		3/18/02		43		77
		2/7/02		38		40
		1/31/02		47
		1/1/02		66		68
		12/31/01		34		71			10-K405
		8/31/01		43		77
		8/14/01		76		77			10-Q
		8/13/01		76
		6/30/01		28		77			10-Q
		6/15/01		72
		5/3/01		43		76
		4/26/01		76					DEF 14C
		3/28/01		38		77			8-K
		12/31/00		63		69			10-K,  10-K405/A
		12/29/00		76					8-K
		12/13/00		76					8-K
		7/27/00		76
		12/31/99		61		63			10-K,  10-K405
		1/1/99		57
		11/8/96		77					S-8
		8/15/96		71
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