10-K/A 1 j0065001e10vkza.txt MYMETICS CORPORATION | FORM 10-K/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 10-K/A [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 [ ] 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.) 150 CHESTNUT STREET PROVIDENCE, RHODE ISLAND 02903 (Address of principal executive offices) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 401-861-7604 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, $0.01 PAR VALUE (Title of Class) Indicate by check mark 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] The aggregate market value of the voting common stock held by non-affiliates of the Registrant (assuming officers, directors and 10% stockholders are affiliates) was approximately U.S. $96,051,812.50 as of June 28, 2002, computed on the basis of the average of the bid and ask prices on such date. The Registrant has no non-voting common stock. As of April 25, 2003, there were 50,944,505 shares of the Registrant's Common Stock outstanding (of which 16,393,316 shares are Exchangeable Preferred Shares of the Registrant's subsidiary, 6543 Luxembourg S.A., which Exchangeable Preferred Shares are directly convertible into the Registrant's Common Stock). DOCUMENTS INCORPORATED BY REFERENCE None. EXPLANATORY NOTE This Form 10-K/A has been prepared in order to amend Part III of the Mymetics Corporation Form 10-K for the fiscal year ended December 31, 2002, which was filed with the Securities and Exchange Commission, or SEC, on March 31, 2003. We intended to incorporate the information required in Part III of the Form 10-K from our definitive proxy statement, which we expected to be filed with the SEC within 120 days after the end of our 2002 fiscal year. We are filing this Form 10-K/A to provide the information required by Part III (Items 10, 11, 12 and 13) of the Form 10-K, since our definitive proxy statement will not be filed within 120 days after the end of our 2002 fiscal year. TABLE OF CONTENTS

PAGE PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ................... 2 ITEM 11. EXECUTIVE COMPENSATION ............................................... 3 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT........................................................ 6 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................... 8 SIGNATURES.............................................................................. 9

Unless the context indicates otherwise, the terms "we," "us," "our," the "Company," or "Mymetics" refer to Mymetics Corporation, a Delaware corporation. PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT The number of directors of the Company is established at six. The number of directors was, in accordance with our bylaws, increased from five to six directors by our board of directors (the "Board") at a meeting on February 7, 2002. Our six person board is divided into three classes, designated as Class I, Class II and Class III. The term of the Class I directors will expire at our 2004 annual meeting of stockholders, the term of the Class II directors will expire at our 2005 annual meeting of stockholders, and the term of the Class III directors will expire at our 2003 annual meeting of stockholders. A plurality of the votes of the shares of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors are required to elect the directors. There currently are two vacancies on the Board caused by the resignation of Peter P. McCann, Ph.D., who was a Class III director whose term would have expired at our 2003 annual meeting of stockholders, and Patrice Pactol, who was a Class II director, whose term would have expired at our 2005 annual meeting of stockholders. We do not currently intend to fill the vacancies caused by the resignation of Dr. McCann and Mr. Pactol and such positions will be reserved for potential candidates related to the securing of a strategic partner. The following table sets forth information regarding each of our directors and executive officers.

EXPIRATION OF TERM NAME CURRENT POSITION WITH THE COMPANY AGE AS A DIRECTOR ---- --------------------------------- --- --------------- Pierre-Francois Serres Chief Scientific Officer and Director 53 2003 (Class III) (appointed March 28, 2001) John M. Musacchio Chief Operating Officer, Chief Financial 55 2005 (Class II) Officer, Secretary and Director (appointed May 16, 2001) Robert Demers Director (elected July 19, 2001) 65 2004 (Class I) Michael K. Allio Director (elected July 19, 2001) and Interim 39 2004 (Class I) Chief Executive Officer

Dr. Pierre-Francois Serres became our Chief Scientific Officer on February 7, 2002 and has been a Director since March 28, 2001. On April 22, 2003 we notified Dr. Serres that he would be terminated for "cause" (as defined in the employment agreement between Dr. Serres and the Company). Pursuant to the employment agreement, Dr. Serres has a 10-day period (until May 2, 2003) to cure his breaches under the employment agreement. If Dr. Serres fails to cure such breaches, he will be terminated effective May 2, 2003. Dr. Serres previously served as the Company's Chief Executive Officer and President and was the founder, Chief Executive Officer and President of our subsidiary, Mymetics S.A. (formerly, Hippocampe S.A.), a French human and veterinary research and development company. He is also the founder and co-manager of Scericia S.C.E.R, which performs studies and research in clinical immunology. Prior to that he worked as a scientific manager at Indicia Diagnostics S.A. John M. Musacchio has been our Chief Operating Officer, Chief Financial Officer and a Director since May 16, 2001, and our Secretary since May 26, 2001. Mr. Musacchio is currently a Vice President of MFC Bancorp Ltd., an independent financial services group. He has 25 years of industrial and professional service business operating experience on an international scale, having held positions as principal, director and officer in both private and publicly traded companies. His management experience includes the segments of operations, marketing, corporate development and planning. 2 Robert Demers is an officer of a securities firm with 40 years of experience. Mr. Demers is the founder and Chairman of the Demers Counseil Inc., a member of the Montreal Exchange. Prior to that, he served as the President of Maison Placements Canada Inc., an institutional research firm. He has served as the Chairman of the Quebec Securities Commission and as President and Governor of the Montreal Stock Exchange. He is currently serving as Director of several public and private companies. Michael K. Allio is an independent business consultant concentrating on advising his clients on strategic, business development and process improvement projects. He was previously the Vice President and Principal of TracRac Incorporated, a design and fabrication company. Prior to that, he was the Vice President and Senior Consultant of Robert J. Allio & Associates, Inc., a management consulting firm, and Manager of Creative Promotions for Revlon Incorporated. Mr. Allio became our Interim Chief Executive Officer on January 31, 2003 and is expected to continue as our chief executive officer until a replacement chief executive officer is obtained. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes of ownership with the SEC within specified due dates. These persons are required by SEC regulations to furnish us with copies of all such reports they file. Based solely on the review of the copies of such reports furnished to us, we believe that, with respect to our fiscal year ended December 31, 2002, all of our executive officers, directors and 10% stockholders filed all required reports under Section 16(a) in a timely manner, except as follows: the Company, on behalf of Mr. Allio, Mr. Demers, Dr. McCann, Mr. Musacchio, Mr. Pactol and Dr. Serres individually, did not timely report grants of stock options such persons received in 2002. The Company, on behalf of such individuals, has now reported or will promptly report on From 4s these option grants. ITEM 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table sets forth for the last three fiscal years information on the annual compensation earned by Dr. Peter P. McCann, who served as our President and Chief Executive Officer from February 7, 2002 until January 31, 2003, and Dr. Pierre-Francois Serres, who served as our President and Chief Executive Officer from March 28, 2001 until February 7, 2002. No named executive officer, other than Dr. McCann, received aggregate annual consideration (salary and bonus) from the Company in excess of $100,000 during the fiscal year ended December 31, 2002.

Annual Compensation Long Term Compensation Awards Payouts Securities All Underlying Other Name and Principal Position Year Salary Bonus Options/SARs Compensation --------------------------- ---- ------ ----- ------------ ------------ Peter P. McCann, Ph.D.(1) 2002 $ 144,667 -- 11,250 -- 2001 -- -- -- -- 2000 -- -- -- -- Pierre-Francois Serres(2) 2002 (euro) 91,464 -- 1,250 -- 2001 (euro) 86,181(3) -- 10,000 (euro) 1,630(4) 2000 (euro) 73,176(3) -- -- --

---------- 3 (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. (3) This represents amounts paid to Dr. Serres by our subsidiary, Mymetics S.A., prior to our acquisition of Mymetics S.A. (4) Mr. Serres received (euro)1,630 for his participation on the Board of Directors of our subsidiary, Mymetics S.A., prior to our acquisition of Mymetics S.A. OPTION GRANTS IN LAST FISCAL YEAR The following table summarizes the stock options granted to Dr. McCann and Dr. Serres during the fiscal year ended December 31, 2002, including the potential realizable value over the 10 1/2-year term of the options, based on assumed rates of stock appreciation of 5% and 10%, compounded annually. The potential realized value at assumed annual rates of stock price appreciation for the option term represents hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. The 5% and 10% assumed annual rates of stock price appreciation are required by the rules of the Securities and Exchange Commission and do not represent our estimate or projection of our future common stock prices. Potential realizable value is based upon a fair market value of $3.50 for our common stock on the grant date of the options, which fair market value is equal to the closing price of our common stock on the date of grant. Actual gains, if any, on stock option exercises are dependent on the future performance of our common stock and overall stock market conditions. The actual value realized may be greater or less than the potential realizable value set forth in the table.

Individual Grants Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation for Option Term Percent of Total Securities Options Granted Underlying to Employees in Exercise Expiration Name Options Granted Fiscal Year (1) Price Date 5% ($) 10% ($) ---- --------------- --------------- ----- ---- ------ ------- Dr. Peter P. McCann 10,000 8.51% $3.50 12/19/12 $23,437 $60,320 1,250 1.06% $3.50 1/22/13 $2,930 $7,540 Dr. Pierre-Francois Serres 1,250 1.06% $3.50 1/22/13 $2,930 $7,540

---------- (1) We issued options to purchase an aggregate of 117,500 shares of our common stock during our 2002 fiscal year, including options to purchase 100,000 shares of common stock to our Interim Chief Executive Officer, Michael K. Allio. COMPENSATION OF DIRECTORS Employee directors are not compensated for their role as directors. Our outside directors receive an annual fee of $7,500, a fee of $750 for each meeting they attend and a fee of $250 for each committee meeting they attend. All directors receive reimbursement for their actual expenses incurred in attending such meetings. 4 In addition, pursuant to our 2001 Stock Option Plan, all directors are entitled to receive stock options pursuant to the terms and provisions of such plan. Our practice has 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, 2002, 117,500 stock options were granted to directors under our 2001 Stock Option Plan. Of these 100,000 stock options, 100,000 were granted to Michael Allio pursuant to a consulting arrangement described below. CONSULTING AGREEMENT WITH MICHAEL ALLIO In August, 2001, we entered into a Consulting Agreement with Michael Allio, one of our 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 us with strategic management consulting services. Mr. Allio's engagement under this agreement includes, without limitation, developing the scope of the business, establishing a European-North American operations team, directing and coordinating initial corporate identity and branding efforts, and crafting a coherent business plan. Furthermore, Mr. Allio's services include assisting the Company in establishing a viable U.S. identity and exploring strategic partnerships in the U.S., Europe and possible elsewhere. In consideration for those services, Mr. Allio currently receives $25,000 per month, plus reimbursement of reasonable business expenses. 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), (ii) 100,000 shares of our common stock at an exercise price of $0.55 per share (granted as of August 21, 2002), and (iii) 100,000 shares of our common stock at an exercise price of $0.17 per share (granted as of April 14, 2003), all of which are currently vested. The Consulting Agreement may be terminated by either party on 15 days' prior written notice. SERVICES AGREEMENT WITH MFC MERCHANT BANK, S.A. In May 2001, we 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 us with the services of Mr. Musacchio, our Secretary, Chief Operating Officer, Chief Financial Officer and a Director. In consideration for such services, we agreed to pay MFC Bank (euro)5,000 per month. AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND OPTION VALUES AT DECEMBER 31, 2002 Neither Dr. McCann nor Dr. Serres, our only named executive officers, exercised any stock options during 2002. The following table provides information concerning the number and value of unexercised options held by Dr. McCann and Dr. Serres at December 31, 2002.

Name Shares Value Number of Securities Value of Acquired Realized Underlying Unexercised Options Unexercised on Exercise at December 31, 2002 In-the-Money Options at December 31, 2002(3) Exercisable Unexercisable Exercisable Unexercisable Dr. Peter P. - - - - 11,250(1) - - - -(4) - -(4) McCann Dr. Pierre- - - - - 10,000(2) - - - -(4) - -(4) Francois Serres - - - - 1,250(1) - - - -(4) - -(4)

---------- (1) These options are fully vested and exercisable at $3.50 per share. 5 (2) These options are fully vested and exercisable at $3.15 per share. (3) The value of unexercised in-the-money options held at December 31, 2002 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, 2002, 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. (4) The fair market value of the stock underlying these options was $0.09 per share on December 31, 2002, 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, 2002. Accordingly, these options were not in-the-money on December 31, 2002. EMPLOYMENT AGREEMENTS On May 3, 2001, we entered into an employment agreement with Dr. Serres pursuant to which he received a monthly salary of (euro) 7,622 and normal benefits. In addition, Dr. Serres was permitted to participate in our 2001 Stock Option Plan, as well as receive discretionary bonuses as approved by the Board. On April 22, 2003, we notified Dr. Serres that he would be terminated for "cause" (as defined in the agreement). The employment agreement provides Dr. Serres with a 10-day period to cure his breaches under the employment agreement. This cure period expires on May 2, 2003, at which point, if Dr. Serres is unable to cure his breaches, his employment with us will terminate. On March 18, 2002, we 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 normal 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. In connection with Dr. McCann's resignation, we granted him options to purchase 75,000 shares of our common stock at an exercise price of $0.14 per share. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 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. During 2002, the members of the Compensation Committee were Mr. Allio, Mr. Demers and Dr. McCann. For part of 2002, Dr. McCann served as our chief executive officer. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information about the beneficial ownership of our common stock as of April 25, 2003, by: (a) each of our named executive officers; (b) each of our directors; (c) each person known to us to be the beneficial owner of more than 5% of our outstanding voting securities; and (d) all of our current executive officers and directors as a group. The following is based solely on statements and reports filed with the Securities and Exchange Commission or other information we believe to be reliable. There were 50,944,505 shares of our common stock outstanding on April 25, 2003. This assumes the conversion of all 16,393,316 outstanding Exchangeable Preferred Shares of our subsidiary, 6543 Luxembourg S.A., which are convertible into shares of our common stock and ownership of which is deemed to constitute beneficial ownership of the underlying shares of common stock. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except as 6 indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 25, 2003, are deemed outstanding. These shares of common stock, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL OWNER TITLE OF CLASS BENEFICIAL OWNERSHIP PERCENT OF CLASS ---------------- -------------- -------------------- ---------------- Martine Reindle Common 8,519,874(2) 16.72% CP 18 CH - 1295 Mies, Switzerland Ernst Lubke Common 4,376,638(2) 8.59% Route du Muids CH - 1273 Arzier, Switzerland Peter P. McCann(1) Common 86,250(3) * Former Chief Executive Officer, President and Director Pierre-Francois Serres(1) Common 11,145,617(4) 21.87% Chief Scientific Officer and Director John M. Musacchio(1) Common 132,200(5) * Chief Operating Officer, Chief Financial Officer, Secretary and Director Robert Demers(1) Common 11,250(6) * Director Michael K. Allio(1) Common 261,250(7) * Director All current executive officers and Common 11,549,417 22.49% directors as a group (4 persons)

---------- * Denotes less than one percent. (1) Address is c/o Mymetics Corporation, 150 Chestnut Street, Providence, Rhode Island 02903. (2) Includes 297,221 shares of our common stock owned by Aralis Participations S.A. Martine Reindle is the Chairperson, a substantial equity holder and a member of the Board of Directors of Aralis Participations S.A. Ernest Lubke is an officer, a substantial equity holder and a member of the Board of Directors of Aralis Participations S.A. Accordingly, Ms. Reindle and Mr. Lubke may be deemed to have or share voting and/or investment power over the shares of our common stock owned by Aralis Participations S.A. We have not been informed of any changes in this structure. 7 (3) Includes 86,250 shares of common stock that Dr. McCann presently has the right to acquire pursuant to vested stock options granted under our 2001 Stock Option Plan. (4) Includes 11,250 shares of common stock which Dr. Serres presently has the right to acquire pursuant to vested stock options granted under our 2001 Stock Option Plan. (5) Includes 120,000 shares of common stock which Mr. Musacchio presently has the right to acquire pursuant to vested stock options granted under our 1994 Stock Option Plan, and 11,250 shares of our common stock that Mr. Musacchio presently has the right to acquire pursuant to vested stock options granted under our 2001 Stock Option Plan. (6) Includes 11,250 shares of common stock which Mr. Demers presently has the right to acquire pursuant to vested stock options granted under our 2001 Stock Option Plan. (7) Includes 261,250 shares of common stock which Mr. Allio presently has the right to acquire pursuant to vested stock options granted under our 2001 Stock Option Plan. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS During 2002, 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. We believe that we have executed all of the transactions set forth below on terms no less favorable to us than we could have obtained from unaffiliated third parties. It is our intention to ensure that all future transactions, including loans, between us and our officers, directors and principal stockholders and their affiliates are on terms no less favorable to us than those that we could obtain from unaffiliated third parties. CREDIT FACILITY WITH MFC MERCHANT BANK S.A. MFC Merchant Bank S.A. has in the past beneficially owned in excess of 5% of the outstanding shares of our common stock. MFC Merchant Bank S.A. is a wholly-owned subsidiary of MFC Bancorp Ltd. Mr. Musacchio, our chief operating officer, chief financial officer, secretary and a member of our board of directors, is currently a vice president with MFC Bancorp. COMPENSATION AND SERVICES AGREEMENTS In May 2001, we entered into a services agreement with MFC Merchant Bank S.A. pursuant to which MFC Merchant Bank S.A. agreed to provide us with the services of Mr. Musacchio, our Chief Operating Officer, Chief Financial Officer, Secretary and a member of our board of directors. The terms of this services agreement are described in more detail under "Services Agreement with MFC Merchant Bank S.A." We have entered into compensation arrangements with certain of our directors. The terms of these arrangements are described in more detail under "Compensation of Directors." 8 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 30, 2003 MYMETICS CORPORATION By: /s/ Michael K. Allio ------------------------------------ Michael K. Allio Chairman, Interim Chief Executive Officer and Director (Principal Executive Officer) By: /s/ John M. Musacchio ------------------------------------ John M. Musacchio Chief Financial Officer, Secretary and Director (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. By: /s/ John M. Musacchio April 30, 2003 ----------------------------------- John M. Musacchio Chief Financial Officer, Secretary and Director By: /s/ Robert Demers April 30, 2003 ----------------------------------- Robert Demers Director By: /s/ Michael K. Allio April 30, 2003 ----------------------------------- Michael K. Allio Chairman, Interim Chief Executive Officer and Director 9 INTERIM CHIEF EXECUTIVE OFFICER I, Michael K. Allio, certify that: 1. I have reviewed this annual report on Form 10-K/A of Mymetics Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual 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 annual 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. Date: April 30, 2003 By: /s/ Michael K. Allio ---------------------------------- Michael K. Allio Interim Chief Executive Officer 10 CHIEF FINANCIAL OFFICER I, John M. Musacchio, certify that: 1. I have reviewed this annual report on Form 10-K/A of Mymetics Corporation; 2. Based on my knowledge, this annual 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 annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual 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 annual 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 annual 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 annual 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. Date: April 30, 2003 By: /s/ John M. Musacchio ---------------------------------- John M. Musacchio Chief Financial Officer 11