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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO _________
COMMISSION FILE NUMBER: 000-25132
MYMETICS CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 25-1741849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
706 Giddings Avenue, Suite 1C
Annapolis, Maryland 21401-1472
(Address of principal executive offices)
410-990-9596
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
[NOTE: PLEASE CONFIRM]
Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date:
Class Outstanding at November 13, 2002
----- --------------------------------
Common Stock, $0.01 50,897,529
par value
PART I. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
SEPTEMBER 30, 2002 DECEMBER 31, 2001
------------------ -----------------
ASSETS
Current Assets
Cash (euro) 307 (euro) 888
Short term investments - 354
Receivables 131 49
Prepaid expenses 16 31
------------------------ ----------------------------
Total current assets 454 1,322
Patents and Other 215 161
Goodwill, net 209 209
------------------------ ----------------------------
(euro) 878 (euro) 1,692
======================== ============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable (euro) 416 (euro) 436
Taxes and social costs payable 68 83
Note payable to related party 936 228
Other 9 10
------------------------ ----------------------------
Total current liabilities 1,429 757
Payable to shareholders 242 242
Shareholders' Equity
Common stock 725 562
Paid-in capital 17,679 17,422
Deficit accumulated during the development stage (19,286) (17,391)
Cumulative translation adjustment 89 100
------------------------ ----------------------------
(793) 693
------------------------ ----------------------------
(Euro) 878 (euro) 1,692
======================== ============================
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR NINE FOR NINE TOTAL ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001 DEVELOPMENT STAGE
------------------ ------------------ -----------------
Revenue
Sales (euro) - (euro) - (euro) 224
Interest 8 16 34
---------------------- ----------------------- ----------------------------
8 16 258
---------------------- ----------------------- ----------------------------
Expenses
Research and development 669 313 1,513
General and administrative 1,082 748 2,697
Bank fee - 15,938 14,869
Interest 27 55 122
Amortization 46 117 240
Other 79 - 97
---------------------- ----------------------- ----------------------------
1,903 17,171 19,538
---------------------- ----------------------- ----------------------------
Loss before income tax provision (1,895) (17,155) (19,280)
Income tax provision - - 6
---------------------- ----------------------- ----------------------------
Net loss (1,895) (17,155) (19,286)
Other comprehensive income (loss)
Foreign currency translation -
adjustment (11) (62) 89
----------------------- ----------------------- ---------------------------
Comprehensive loss (euro) (1,906) (euro) (17,217) (euro) (19,197)
======================= ======================= ===========================
Basic and diluted loss per share (euro) (0.04) (euro) (0.42) (euro) (0.55)
======================= ======================= ===========================
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
(IN THOUSANDS OF EUROS, EXCEPT FOR PER SHARE AMOUNTS)
FOR THREE FOR THREE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001
------------------ ------------------
Revenue
Sales (euro) - (euro) -
Interest - 10
---------------------- -----------------------
- 10
---------------------- -----------------------
Expenses
Research and development 285 129
General and administrative 373 367
Bank fee - 3,272
Interest 12 13
Amortization 43 57
---------------------- -----------------------
713 3,838
---------------------- -----------------------
Loss before income tax provision (713) (3,828)
Income tax provision - -
---------------------- -----------------------
Net loss (713) (3,828)
Other comprehensive loss
Foreign currency translation
adjustment (4) (50)
----------------------- -----------------------
Comprehensive loss (euro) (717) (euro) (3,878)
======================= =======================
Basic and diluted loss per share (euro) (0.01) (euro) (0.08)
======================= =======================
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS OF EUROS)
FOR NINE FOR NINE TOTAL
ACCUMULATED
MONTHS ENDED MONTHS ENDED DURING THE
SEPTEMBER 30, 2002 SEPTEMBER 30, 2001 DEVELOPMENT STAGE
------------------- ---------------------- --------------------
Cash flow from operating activities
Net Loss (euro) (1,895) (euro) (17,155) (euro) (19,286)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities
Amortization 46 117 240
Fees paid in warrants - 15,938 14,063
Fee paid in common stock - - 806
Changes in current assets and
liabilities, net of effects from
reverse purchase
Decrease (increase) in receivable (82) 52 (93)
Increase (decrease) in accounts (20) (487) 118
payable
Increase (decrease) in taxes and (15) (25) 68
social costs payable
Other 14 (14) 41
------------------- ---------------------- --------------------
(1,952) (1,574) (4,043)
------------------- ---------------------- --------------------
Cash flows from investing activities
Patents and other (100) (67) (335)
Short-term investments 354 (126) -
Cash acquired in reverse purchase - 13 13
------------------- ---------------------- --------------------
254 (180) (322)
------------------- ---------------------- --------------------
Cash flows from financing activities
Proceeds from issuance of common stock 420 2,124 3,263
Borrowing from shareholders - - 242
Increase in note payable and other
short-term advances 708 573 1,208
Loan fees - - (130)
------------------- ---------------------- --------------------
1,128 2,697 4,583
Effect of foreign exchange rate on cash (11) 209 89
------------------- ---------------------- --------------------
Net change in cash (581) 1,152 307
Cash, beginning of period 888 185 -
------------------- ---------------------- --------------------
Cash, end of period (euro) 307 (euro) 1,337 (euro) 307
=================== ====================== ====================
The accompanying notes are an integral part of these financial statements.
MYMETICS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2002
(UNAUDITED)
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, 2001. 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
nine month period ended September 30, 2002, were of a normal, recurring nature.
The amounts presented for the nine month period ended September 30, 2002, 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 purposes of
calculating basic and diluted earnings per share for the three month periods
ended September 30, 2002 and September 30, 2001 were 50,650,160 and
46,011,962, respectively. The weighted average number of shares outstanding for
the purposes of calculating basic and diluted earnings per share for the nine
month periods ended September 30, 2002 and September 30, 2001 were 49,733,296
and 41,203,190, 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 35,037,771. Common equivalent shares, such as stock
options and warrants, were excluded from the calculations of diluted earnings
per share for the nine month period and three month period ended September 30,
2002 and 2001 as their effect would be antidilutive.
NOTE 3. REPORTING CURRENCY
Consistent with the location of its activities, beginning January 1, 1999, the
Company adopted the euro as its corporate currency. Accordingly, the Company
prepared its 2001 and 2000 financial statements in euros.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This report contains forward-looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended. These forward looking statements concern
matters that involve risks and uncertainties that could cause actual results to
differ materially from those stated in the forward-looking statements. Words
such as "may," "will," "should," "could," "expect," "plan," "anticipate,"
"believe," "estimate," "predict," "potential" or continue" or similar words are
intended to identify forward looking statements, although not all forward
looking statements contain these words.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity performance or achievements. Moreover, neither we nor any other person
assumes responsibility for the accuracy and completeness of the forward-looking
statements. We are under no duty to update any of the forward-looking statements
after the date hereof to conform such statements to actual results or to changes
in our expectations.
Readers are urged to carefully review and consider the various disclosures made
by us which attempt to advise interested parties of the factors which affect our
business, including without limitation disclosures made under the captions
"Management Discussion and Analysis of Financial Condition and Results of
Operations," "Risk Factors," "Consolidated Financial Statements" and "Notes to
Consolidated Financial Statements" included in the Company's annual report on
Form 10-K for the year ended December 31, 2001 and in our Registration Statement
on Form S-1 dated May 22, 2002, as amended.
OVERVIEW
In March 2001, we acquired substantially all of the shares of Mymetics S.A.
(formerly Hippocampe S.A.) as our primary operating business. Mymetics S.A. 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 HIV, the virus that leads to 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 S.A., 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, 2002, 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 S.A. was originally organized in France.
As of September 30, 2002, we have an accumulated deficit of approximately
(euro) 19.3 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 S.A. 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.
RESULTS OF OPERATIONS
Nine Months Ended September 30, 2002 and 2001
Revenues for the nine months ended September 30, 2002 was (euro)8,000 compared
to (euro)16,000 for the nine months ended September 30, 2001.
Costs and expenses decreased to approximately (euro)1.9 million for the nine
months ended September 30, 2002 from (euro)17.2 million for the nine months
ended September 30, 2001. Research and development expenses increased to
(euro)669,000 in the current period from (euro)313,000 in the comparative period
of 2001 as a result of an increase in research activities. General and
administrative expenses increased to approximately (euro)1.1 million in the nine
months ended September 30, 2002 from (euro)748,000 in the comparative period of
2001. Bank fees was nil for the nine months ended September 30, 2002 compare to
(euro)15.9 million in the comparative period in 2001. The previous year's charge
was primarily the result of transactional fees incurred in connection with the
reverse purchase acquisition of Mymetics S.A. last year.
We reported a net loss of approximately (euro)1.9 million, or (euro)0.04 per
share, for the nine months ended September 30, 2002, compared to approximately
(euro)17.2 million, or (euro)0.42, for the nine months ended September 30, 2001.
Three Months Ended September 30, 2002 and 2001
Revenues was nil for the three months ended September 30, 2002 compare to
(euro)10,000 for the three months ended September 30, 2001.
Costs and expenses decreased to (euro)713,000 for the three months ended
September 30, 2002 from approximately (euro)3.8 million for the three months
ended September 30, 2001. Research and development expenses increased to
(euro)285,000 in the current period from (euro)129,000 in the comparative period
of 2001 as a result of an increase in research activities. General and
administrative expenses increased to (euro)373,000 in the three months ended
September 30, 2002 from (euro)367,000 in the comparative period of 2001. Bank
fees was nil for the three months ended September 30, 2002 compare to
approximately (euro)3.2 million in the comparative period in 2001. The previous
year's charge was primarily the result of transaction fees incurred in
connection with the reverse purchase acquisition of Mymetics S.A. last year.
We reported a net loss of (euro)713,000, or (euro)0.01 per share, for the three
months ended September 30, 2002, compared to approximately (euro)3.8 million, or
(euro)0.08, for the three months ended September 30, 2001.
LIQUIDITY AND CAPITAL RESOURCES
We have incurred significant operating and net losses since the commencement of
our development stage and, as of September 30, 2002, we have an accumulated
deficit of approximately (euro)19.3 million.
As of September 30, 2002, we had approximately (euro)307,000 in cash compared to
(euro)888,000 in cash at December 31, 2001.
Net cash used in operating activities was approximately (euro)2.0 million for
the nine months ended September 30, 2002, compared to (euro)1.6 million for the
nine months ended September 30, 2001. A
decrease in accounts payable used cash of (euro)20,000 for the nine months
ended September 30, 2002 compared to (euro)487,000 for the nine months ended
September 30, 2001.
Investing activities provided cash of (euro)254,000 for the nine months ended
September 30, 2002 compared to using cash of (euro)180,000 for the same period
last year. Cash provided by investing activities primarily related to the sale
of short term investments which provided cash of (euro)354,000 for the nine
months ended September 30, 2002 compared to the purchase of the same using cash
of (euro)126,000 for the nine months ended September 30, 2001.
Financing activities provided cash of approximately (euro)1.1 million for the
nine months ended September 30, 2002 compared to approximately (euro)2.7 million
in the same period last year. During the three month period ended September 30,
2002, we received net proceeds of (euro)420,000 in connection with the issuance
of 1,625,567 shares of common stock upon the exercise of outstanding warrants.
In August 2002, we amended our revolving term facility with MFC Merchant Bank
S.A. The revolving term facility is in the principal amount of up to (euro)3.0
million and expires on August 31, 2003. At September 30, 2002, we had borrowed
an aggregate of (euro)936,000 pursuant to this revolving term facility. We are
currently finalizing the documentation relating to this facility.
We will expend substantial funds in the future for research and development,
preclinical and clinical testing, capital expenditures and the manufacturing,
marketing and sale of our products. The timing and amount of spending of such
capital resources cannot be accurately predicted and will depend on several
factors, including the progress of our research and development efforts and
preclinical 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.
While we believe that our existing capital, together with our revolving credit
facility, will be sufficient to fund our operations through the next nine
months, there can be no assurance that we will not require additional financing
prior to that time. In addition, there can be no assurance that such additional
financing will be available on a timely basis on terms acceptable to us, or at
all, or that such financing will not be dilutive to our stockholders. 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 results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from changes in interest rates which could affect
its financial condition and results of operations. We have not entered into
derivative contracts for our own account to hedge against such risk.
INTEREST RATE RISK
Fluctuations in interest rates may affect the fair value of financial
instruments sensitive to interest rates. An increase in interest rates may
decrease the fair value and a decrease in interest rates may increase the fair
value of such financial instruments. We have debt obligations which are
sensitive to interest rate fluctuations. The following tables provide
information about our exposure to interest rate fluctuations for the carrying
amount of such debt obligations as of September 30, 2002 and 2001 and expected
cash flows from these debt obligations:
AS AT SEPTEMBER 30, 2002
(IN THOUSANDS)
EXPECTED FUTURE CASH FLOW
-------------------------
YEAR ENDING DECEMBER 31,
CARRYING FAIR ------------------------------------------------------
VALUE VALUE 2002 2003 2004 2005 2006 THEREAFTER
----- ----- ---- ---- ---- ---- ---- ----------
- --------------------------------------------------------------------------------------------------------------------------------
(euro) (euro) (euro) (euro) (euro) (euro) (euro) (euro)
Debt obligations 936 936 936 - - - - -
- --------------------------------------------------------------------------------------------------------------------------------
AS AT SEPTEMBER 30, 2001
(IN THOUSANDS)
EXPECTED FUTURE CASH FLOW
-------------------------
YEAR ENDING DECEMBER 31,
CARRYING FAIR ------------------------------------------------------
VALUE VALUE 2001 2002 2003 2004 2005 THEREAFTER
----- ----- ---- ---- ---- ---- ---- ----------
- --------------------------------------------------------------------------------------------------------------------------------
(euro) (euro) (euro) (euro) (euro) (euro) (euro) (euro)
Debt obligations 958 958 958 - - - - -
- --------------------------- ----------- ------------ ----------- ----------- ------------ ---------- ------------ --------------
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Within 90 days prior to the
filing date of this report, our principal executive officer and principal
financial officer, carried out an evaluation of the effectiveness and design of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-14(c) and 15d-14(c)) and have concluded that, based on such evaluation, our
disclosure controls and procedures were adequate and effective to ensure that
material information relating to us, including its consolidated subsidiaries,
was made known to them by others within those entities, particularly during the
period in which this Quarterly Report on Form 10-Q was being prepared.
Changes in Internal Controls. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, nor were there any significant
deficiencies or material weaknesses in our internal controls. Accordingly, no
corrective actions were required or undertaken.
PART II. OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In July 2002, we issued 1,625,567 shares of common stock to MFC Merchant Bank
S.A. upon the exercise of outstanding warrants. The average purchase price of
such shares was approximately E0.25 per share. The issuance of such common stock
was exempt from the registration requirements of the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof, as the transaction did not involve a
public offering.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
(99)(1) Section 906 Certification of Chief Executive
Officer and Chief Financial Officer
(b) REPORTS ON FORM 8-K
-------------------
None.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 14, 2002 MYMETICS CORPORATION
By: /s/ Peter P. McCann
--------------------------------
Chief Executive Officer
CERTIFICATIONS
CHIEF EXECUTIVE OFFICER
I, Peter M. McCann, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Mymetics
Corporation;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Peter M. McCann
Date: November 13, 2002
BY: President and Chief Executive Officer
CHIEF FINANCIAL OFFICER
I, John M. Musacchio, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Mymetics
Corporation;
2. Based on my knowledge, this Quarterly Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;
3. Based on my knowledge, the financial statements, and other financial
information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
Quarterly Report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Quarterly Report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this Quarterly Report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
Quarterly Report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ John M. Musacchio
Date: November 13, 2002 By:
Chief Financial Officer
Principal financial and chief accounting officer