UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,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 theQuarterly PeriodEnded September30, 2015

[x] Quarterly Report pursuant to Section  ] TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) of the

Securities Exchange Act ofOF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014FOR THE TRANSITION PERIOD FROM ______ TO _________

Commission File No. Number:

000-27237

GENETHERA, INC.GeneThera, Inc.

(Exact name of small Business Issuerregistrant as specifiedSpecified in its Charter)

Nevada

65-0622463

(State or Other Jurisdiction of (I.R.S. Employer

(Internal Revenue Service

Incorporation or Organization)

Employer Identification Number)

7577 W. 103^rd Ave.9101 Harlan Street Suite 212,130, Westminster, CO80021

80031

(Address of principal executive offices) (ZipPrincipal Executive Offices)

(Zip Code)

Issuer'sRegistrant’s telephone number, including area code:  

(303) 439-2085

CheckSecurities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                      Common Stock, $0.001 per share

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

Indicate by check mark whether the issuerregistrant (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 issuerregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days☒ Yes☐days. Yes  x  No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).       Yes x    No ¨

Yes☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q.       Yes x   No ☐o

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

(Do not check if a smaller reporting company)

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

Yes ☐ No☒

State the number of shares outstanding of each of the issuer's classes ofissuer’s common stock outstanding, as of the latest practicable date:  34,473,056 Shares36,610,636 shares of $.001 par value Common Stockcommon stock issued and outstanding as ofNovember 22, 2015.  

PART I – FINANCIAL INFORMATION

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Sections of this Form 10-Q, including Business and Management's Discussion and Analysis or Plan of Operation, contain "forward-looking statements". These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as may, will, should, would, could, plan, goal, potential, expect, anticipate, estimate, believe, intend, project, and similar words and variations thereof. This report contains forward-looking statements that address, among other things:

* Our financing plans,

* Regulatory environments in which we operate or plan to operate, and

*Trends affecting our financial condition or results of operations, the impact of competition, the start-up of certain operations and acquisition opportunities.

Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements ("Cautionary Statements") include, among others:

* Our ability to raise capital,

* Our ability to execute our business strategy in a very competitive environment,

* Our degree of financial leverage, risks associated with our acquiring and integrating companies into our own,

* Risks relating to rapidly developing technology, and regulatory considerations;

* Risks related to international economies,

* Risks related to market acceptance and demand for our products and services,

* The impact of competitive services and pricing, and

* Other risks referenced from time to time in our SEC filings.

All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We do not undertake any obligations to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.

TABLE OF CONTENTS

Consolidated Balance Sheets as of September 30, 20142015 (Unaudited) and Series A 4,600 Shares,December 31, 2014

Consolidated Statements of Operations (Unaudited) for the three and Series B 15,410,000 shares of $.001 par value Preferred Stock outstanding as ofnine months ended September 30, 2014.2015 and 2014

Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2015 and 2014

Notes to Consolidated Financial Statements (Unaudited)

See

The accompanying condensed notes toare an integral part of these unaudited consolidated financial statements.

See

GeneThera, Inc. - Consolidated Statements of Operations

(Unaudited)

The accompanying condensed notes toare an integral part of these unauditedinterim consolidated financial statements.

See

GeneThera, Inc. - Consolidated Statements of Cash Flows

(Unaudited)

The accompanying condensed notes toare an integral part of these unauditedinterim consolidated financial statements.

NOTE

GENETHERA, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the nine months ended September 30, 2015 and 2014

Note 1 – ORGANIZATION AND NATURE OF OPERATIONSOrganization and nature of operations and summary of significant accounting policies

Organization and nature of operations

The consolidated financial statements include GeneThera, Inc. and its wholly owned subsidiary GeneThera, Inc. (Colorado) (collectively “GeneThera” or the “Company.

GeneThera is a biotechnology company that develops molecular assays for the detection of food contaminating pathogens, veterinary diseases and genetically modified organisms.

Use of estimates

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

Cash and cash equivalents  

Cash equivalents are highly liquid investments with an original maturity of three months or less.

Principles of consolidation

The consolidated financial statements include the accounts of GeneThera have been preparedthe Company, and its subsidiary.

Property and equipment, net

Property and equipment consists primarily of office and laboratory equipment and leasehold improvements and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from five to seven years.  Leasehold improvements are amortized over the shorter of their economic lives or lease terms.  

Impairment of long-lived assets

The Company reviews the recoverability of its long-lived assets to determine whether events or changes in circumstances occurred that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Revenue recognition

Research and development contracts are on a pre-paid basis in order to reflect milestones during research investigation. Revenues are recognized when services are completed. There were no revenues during the nine months ended September 30, 2015 and 2014.

Stock-Based Compensation

Stock-based compensation is accounted for under FASB ASC Topic No. 718 –Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be readguidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services.

Income taxes

Income taxes are accounted for in accordance with the auditedprovisions of FASB ASC Topic No. 740 -Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statementsstatement carrying amounts of existing assets and notes thereto containedliabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the Company’s latest Annual Report filedyears in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

Basic and diluted net loss per common share

Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 –Earnings per Share, and are calculated on the SEC on Form 10-K. Inbasis of the opinionweighted average number of management, all adjustments, consistingcommon shares outstanding during the period. Diluted net loss per share calculations includes the dilutive effect of normal recurring adjustments, necessary for a fair presentationcommon stock equivalents in years with net income. Basic and diluted loss per share is the same due to the absence of common stock equivalents.

Fair value of financial positioninstruments

The carrying value of cash, accounts payable and accrued expenses approximates fair value due to the resultsshort term nature of operationsthese accounts.

Recently issued accounting pronouncements

In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis),effective for fiscal years beginning after December 15, 2015 and interim periods presented have been reflected herein.within those years and early adoption is permitted. The results of operations for interim periods are not necessarily indicative new standard is intended to improve targeted areas

of the resultsconsolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

The Company is reviewing the effects of following recent updates.  The Company has no expectation that any of these items will have a material effect upon the financial statements:

·

Update 2015-16—Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments

·

Update 2015-15—Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to be expected forSEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting  (SEC Update)

·

Update 2015-14—Revenue from Contracts with Customers (Topic 606): Deferral of the full year. NotesEffective Date

·

Update 2015-11—Inventory (Topic 330): Simplifying the Measurement of Inventory

·

Update 2015-08—Business Combinations (Topic 805): Pushdown Accounting—Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115  (SEC Update)

·

Update No. 2015-03—Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs 

·

Update No. 2015-02—Consolidation (Topic 810): Amendments to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ending December 31, 2013, as reported in Form 10-K, have been omitted.Consolidation Analysis.

NOTE 2 – GOING CONCERNNote 2- Going Concern

As shownreflected in the accompanying consolidated financial statements, GeneThera hadthe Company has an accumulated deficit of $24,767,672 and anegative working capital deficitof $6,410,435 as of September 30, 2014. These conditions raise2015. This raises substantial doubt as to GeneThera’sabout the Company’s ability to continue as a going concern. Management’s plan with regardThe Company’s ability to these matters includes raising workingcontinue as a going concern is dependent on its ability to raise additional capital and significant assets and resources to assure GeneThera’s viability, through private or public equity offerings, and/or debt financing, and/or through the acquisition of newimplement its business or private ventures.plan. The consolidated financial statements do not include any adjustments that might be necessary if GeneTherathe Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE

Note 3 – RELATED PARTY TRANSACTIONSRelated party transactions

The Company has an outstanding loan payable, including interest, to Antonio Milici, its PresidentCEO and shareholder amounting to $656,958 and $645,271 as of September 30, 20142015 and December 31, 2013. Additional,2014, respectively. This outstanding loan to the Company is unsecured and bears interest at 2.41% per year. During the nine months ended September 30, 2015, the Company has anrecorded interest expense on this loan in the amount of $11,687.

In May 2015, the Company invested $110,000 in Galtheron Molecular Solutions AG, a Swiss entity under common control.  See Note 4 below.

As of September 30, 2015, the Company has outstanding loan payableliabilities due to related parties, including Setna Holdings LLC, Tannya L Irizarry, its Chief Financial Officer and shareholder, amounting to $91,470Elia Holdings, LLC totaling $1,183,541.

The Company has amounts receivable from these related parties of $276,002 and $15,331 as of September 30, 2014. These outstanding loans to the Company are unsecured2015 and non-interest bearing.December 31, 2014, respectively.

During nine months ended September 30, 2014,2015, the Company has signed total $91,500issued $366,000 of convertible notepromissory notes (see Note 4) the5). The proceeds from these notes waswere managed by a subsidiary of Setna Holdings, a related party.

Note 4 – Investments

During May 2015, the Company invested $110,000 in Galtheron Molecular Solutions (“GMS”), a Swiss entity.  The Company has amounts receivableis planning on entering into a licensing agreement with GMS as noted in Note 8 and, contingent upon GMS’ hiring of qualified personnel and development of an operating plan, will look to develop a long-term relationship.  The Company expects any control over the investment to be temporary in nature and will further evaluate the effects on the financial statements on a continuing basis

Note 5 – Property and equipment

Property and equipment consists primarily of office and laboratory equipment and leasehold improvements and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from Setna Holdingsfive to seven years.  Leasehold improvements are amortized over the shorter of $-1,775-their economic lives or lease terms.  

The company’s property and $15,000 asequipment at September 30, 2015 and December 31, 2014 consisted of furniture, lab equipment, and computer software. As of September 30, 2014 and December 31, 2013.

NOTE 4 – CONVERTIBLE DEBT

On February 7, 2014,2015, the Company signed a Convertible Note with Richard Dupuis Logging, Inc.had construction in progress in the amount of $10,000. On April 21, 2014, the investor opted$2,500 related to do conversion to GTHR stock. On April 22, 2014, this amountrenovation of its lab space.  

Depreciation expense was converted to shares common stock at $0.03 per share plus 8% interest.

On March 18, 2014, the Company signed a Subordinated Convertible Promissory Note with Elliott’s Stone Work, LLC in the amount of $10,000. On August 25, 2014, the investor opted to convert to common stock at $0.03 per share conversion rate plus 8% interest.

On April 8, 2014, the Company signed a Subordinated Convertible Promissory Note with Bruiser Investments, LLC in the amount of $10,000. On August 25, 2014, the investor opted to convert to common stock at $0.03 per share conversion rate plus 8% interest.

On April 10, 2014, the Company signed a Subordinated Convertible Promissory Note with Richard Dupuis Logging, Inc. in the amount of $15,000.

On April 22, 2014, a $15,000 note from Bruiser Investment dated December 11, 2013, the investor opted to convert to common stock at $0.03 per share plus 8% interest.

On June 5, 2014, the Company signed a Subordinated Convertible Promissory Note with Douglas South, in the amount of $15,000. On August 25, 2014, the investor opted to do conversion to common stock at $0.03 per share plus 8% interest.

On June 19, 2014, the Company signed a Convertible Promissory Note with Elliott’s Stone Work, LLC in the amount of $5,000. On August 25, 2014, the investor opted to convert to common stock at $0.03 per share conversion rate plus 8% interest.

On July 29, 2014, the Company signed a Convertible Promissory Note with MRH Holdings, LLC in the amount of $3,500. On August 25, 2014, the investor opted to convert to common stock at $0.03 per share conversion rate plus 8% interest.

On August 7, 2014, the Company signed a Convertible Promissory Note with Richard Dupuis Logging, Inc. in the amount of $5,000. This note bears 8% interest$240 and convertible to common stock at $0.03 per share.

On August 25, 2014, the Company signed a Convertible Promissory Note with Bruiser Investments LLC in the amount of $3,000. This note bears 8% interest and convertible to common stock at $0.03 per share.

On September 3, 2014, the Company signed a Convertible Promissory Note with Lley & Associates in the amount of $15,000. This note bears 8% interest and convertible to common stock at $0.03 per share.

NOTE 5 – SHAREHOLDER’S EQUITY

Common stock

For$10,242 for the nine months ended September 30, 2015 and 2014, total 700,000 shares were issuedrespectively.  Expenditures for consulting service in amount of $9,050.repairs and maintenance are expensed as incurred.

For

Note 6 – Convertible notes payable

During the nine months ended September 30, 2014, total 2,291,4652015, the Company issued Subordinated Convertible Promissory notes in the aggregate amount of $366,000, and convertible notes and related interest totaling $69,026 were converted to 2,298,465 shares of common stock. Of that, 515,133 shares of common

stock valued at $15,454 had been issued as of March 31, 2015; the remaining 1,783,332 shares valued at $53,572 have not yet been issued as of September 30, 2015.

The Company recorded a discount on the debt in the amount of $134,000 related to the intrinsic value of the beneficial conversion feature of the notes issued during the three months ended September 30, 2015, which are convertible upon maturity at $.025 per share.  An aggregate of $110,000 of convertible debt was issued during the three months ended September 30, 2015, maturing in January 2016.  $55,825 was charged to interest as the debt discount is amortized over the life of the debt.  

Note 7 - Shareholders’ equity

Convertible preferred stock rights

Preferred Stock (‘Series A’) shall be convertible into Common Stock any time at the holder’s sole discretion in part or in whole by dividing the Purchase Price per Share by 110% of the Market Value on the Closing Date. ‘Market Value’ on any given date shall be defined as the average of the lowest three intra-day trading prices of the Company’s common stock during the 15 immediately preceding trading days.

Preferred Stock (“Series B”) shall be convertible into ten common shares at any time and holders are entitled to 20 common share votes per such preferred share.

Common stock

During the nine months ended September 30, 2015, the Company issued 1,622,447 shares of common stock valued at $81,000 in exchange for services and property:

?

204,080 shares valued at $10,000 to directors for services;

?

918,367 shares valued at $45,000 to an officer for services; and

?

1,300,000 shares valued at $26,000 to a vendor for construction in process. Subsequently, these shares were returned and cancelled on August 25, 2015, for non-performance; and

?

500,000 shares valued at $25,000 to an unrelated vendor for services, and we will issue another 500,000 at the end of the 6 month contract or About, February 29, 2016.

During the nine months ended September 30, 2015, convertible notes payable were converted to common stock:

?

515,133 shares of common stock were issued for converted notes totaling $69,026

?

An additional 1,783,332 shares valued at $53,572 were yet to convert $68,500be issued as of September  30, 2015 pursuant to convertible debt (see notes payable that were converted.

Note 4)8 – Legal contingencies

On August 12, 2015, the Company entered into a settlement agreement with Litchfield Church Ranch, LLC (“LCR”), its former landlord, related to back rent in the amount of $325,000.  The Company is required to pay $15,000 on or before September 12, 2015 as a good-faith down payment, on August 21, 2015, the Company paid $13,348 towards this down payment. The Company, at its option, can satisfy the judgment in the following ways:

·

If paid on or before February 12, 2016, the judgment shall be deemed paid-in-full if the Company delivers $100,000 to LCR

·

If not paid off prior to February 12, 2016, the Company judgment shall be deemed satisfied if the Company delivers $150,000 to LCR on or before August 12, 2016.

·

If not paid off prior to August 12, 2016, there will be no discount and $244 accrued interest.the Company shall owe the judgment balance in the amount of $325,885

NOTE 6

Note 9 – SUBSEQUENT EVENTSubsequent events

OnOctober 6, 2014,In late December 2015, the Company signed aexpects to finalize and enter into an exclusive License Agreement with Galtheron Molecular Solutions. GeneThera will license Galtheron to commercialize diagnostic and vaccine technologies in Europe and the Middle East. Further details will be forthcoming. This has been delayed until the renovations of the laboratory is completed. Galtheron expects for this to be completed by December 2015.  The delay in licensing agreement has had no effect on the Company’s investment in Galtheron.  

During October 2015, the Company issued Subordinated Convertible Promissory Note with James Zareckinotes in the aggregate amount of $15,000. Five thousand dollars ($5,000) was refunded to Bruizer Construction, LLC as the entity provided a loan for the Company while this investment was completed. OnOctober 7, 2014, the investor opted to do conversion to 500,000 GTHR shares common stock at $0.03 per share value.$30,960.

On November 4, 2014, the Company signed two Convertible Promissory Notes with third party in total amount of $3,000. These notes bear 8% annual interest and convertible at $0.03 per share.

Item 2. Management's Discussion and Analysis and Results of Operation

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto that appear elsewhere herein.

FORWARD-LOOKING

ITEM 2:

MANAGEMENT’S DISCUSSION AND CAUTIONARY STATEMENTSANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Sections of this Form 10-Q, including the Management'sManagement’s Discussion and Analysis or Plan of Operation, contain "forward-looking statements"“forward-looking statements”.  These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements.  You should not unduly rely on these statements.  Forward-looking statements involve assumptions and describe our plans, strategies, and expectations.  You can generally identify a forward-looking statement by words such as may, will, should, would, could, plan, goal, potential, expect, anticipate, estimate, believe, intend, project,“may,” “will,” “should,” “would,” “could,” “plans,” “goal,” “potential,” “expect,” “anticipate,” “estimate,” “believe,” “intent,” “project,” and similar words and variations thereof.  This report contains forward-looking statements that address, among other things,

* Our financing plans

* Regulatory environments in which we operate or plan to operate and

* Trends affecting our financial condition or results of operations the

* The impact of competition, the start-up of certain operations and acquisition opportunities.

Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements ("(“Cautionary Statements"Statements”) include, among others,

* Our ability to raise capital

* Our ability to execute our business strategy in a very competitive environment

* Our degree of financial leverage risks

* Risks associated with our acquiring and integrating companies into our own

* Risks relating to rapidly developing technology and regulatory considerations;

* Regulatory considerations

* Risks related to international economies

* Risks related to market acceptance and demand for our products and services

* The impact of competitive services and pricing and

* Other risks referenced from time to time in our SEC filings.filings

All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements.  We do not undertake any obligations to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.

RESULTS OF OPERATIONSYou should read the following discussion of our results and plan of operation in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this Form 10-Q.  Statements in this Management’s Discussion and Analysis or Plan of Operation that are not statements of historical or current objective fact are “forward-looking statements.”

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2013

OVERVIEW

We didhave developed proprietary diagnostic assays for use in the agricultural and veterinary markets.  Specific assays for Chronic Wasting Disease (CWD) (among elk and deer) and Mad Cow Disease (among cattle) have been developed and are available currently on a limited basis.  E. coli (predominantly cattle) and Johne’s disease (predominantly cattle and bison) diagnostics are in development.  We are also working on vaccine solutions to meet the growing demands of today’s veterinary industry and tomorrow’s agriculture and healthcare industries.  The Company is organized and operated both to continually apply its scientific research to more effective management of diseases and, in so doing, realize the commercial potential of molecular biotechnology.

We have not generated significant operating revenue as of September  30, 2015. Our ability to generate anysubstantial operating revenue will depend on our ability to develop and obtain approval for molecular assays and developing therapeutic vaccines for the threedetection and prevention of food contaminating pathogens, veterinary diseases, and diseases affecting human health.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in their report on our consolidated financial statements as of December 31, 2014.  For the nine months ended September  30, 20142015 and 2013.

We had total operating expenses of $118,765 for the threetwelve months ended December 31, 2014, our operating losses were $737,496 and $499,077,

respectively.  Our current liabilities exceeded current assets by $6,410,435 and $5,738,840 as of September  30, 2015 and December 31, 2014, compared to total operating expenses of $354,075 for the three months ended September 30, 2013, a decrease of $235,310 from the prior period. The decrease in expenses was largely due to a decrease in general and administrative expenses to $19,351 for the three months ended September 30, 2014, compared to $254,661 for the three months ended September 30, 2013, a decrease of $235,310 from the prior period.respectively.

We had a net loss of $118,765 for the three months ended September 30, 2014, compared to a net loss of $354,075 for the three months ended September 30, 2013, a decrease of $235,310 from the prior period.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2013

We did not generate any revenue forFor the nine months ended September 30, 2014, our operating losses were $499,077.  The increase in 2015 is directly attributable higher outstanding convertible debt and 2013.the related interest charges.

We had total operating expensesAlthough, we completed an equity financing with gross proceeds of $498,834 forapproximately $1.1 million in 2005, we will require significant additional funding in order to achieve our business plan.  Over the ninenext 12 months, ended September 30, 2014, comparedin order to total operating expenseshave the capability of $912,183 for the nine months ended September 30, 2013, a decrease of $413,349 from the prior period. The decrease in expenses was largely due to a decrease in general and administrative expenses to $200,592 for the nine months ended September 30, 2014, compared to $594,323 for the nine months ended September 30, 2013, a decrease of $393,731 from the prior period.

We had a net loss of $499,077 for the nine months ended September 30, 2014, compared to a net loss of $922,864 for the nine months ended September 30, 2013, a decrease of $423,787 from the prior period.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets as of September 30, 2014 of $11,490, which included cash of $195, net property and equipment of $2,520, and total other assets of $7,000.

We had total liabilities of $5,715,285 as of September 30, 2014, which included $1,298,789 of accounts payable, $2,549,572 of accrued expenses, $10,800 of notes payable, $918,162 of convertible notes payable, $645,271 of loan from shareholder and $292,691 to accounts payables - related party.

We had negative working capital of $5,713,315 and a deficit accumulated of $23,902,356.

We had p net cash used by operating activities of $83,900 for the nine months ended September 30, 2014.

It is estimatedachieving our business plan, we believe that we will require outside capital for the remainder of 2014 for the commercialization of GeneThera molecular assays as well as the development of our therapeutic vaccines. The Company intendsat least $10,000,000 in additional funding. We will attempt to raise these funds by both means of one or more private offerings of debt or equity securities or both. The Company is stillsecurities.  At this time, we have commitments for additional capital funds. This amount may exceed an additional $6,500,000 depending on cost involved in discussions with one or two groups to obtain financing through equity. No definitive agreements have been signed. There are no guarantees whether the Company will be able to securefurther development and commercialization of our products.  In such financing, and if the financing is secured, there are no guarantees whether the Company can achieve the goals laid out in its business plan fully. We will require significantevent, we may need immediate additional funding in order to achieve our business plan.

funding.  Our longer-term working capital and capital requirements will depend upon numerouson many factors including, revenue and profit generation, pre-clinical studies and clinical trials,but not limited to, the timing of further development of assays to detect the presence of infectious disease from the blood of live animals, our hiring of additional personnel, the applications for, and costreceipt of, obtaining regulatory approvals the cost of filing, prosecuting, defending, and enforcing patent claimsfor any veterinary vaccines that we may develop, and other intellectual property rights, competing technological and market developments, and collaborative arrangements. Additionalfactors.  Our ability to raise capital will increase our ability to implement our business plan.

Over the next 12 months, we expect significant purchases and/or sales of plant or equipment and significant changes in the number of our employees for any off-balance sheet arrangements that will have current and future effect on our financial condition.

We also expect to spend a significant amount of our capital on research and development activities for commercialization relating to development and vaccine design/development.  When we are able to develop assays for different diseases, we intend to formalize the procedure into a commercial application through a series of laboratories to be required in order to attain such goals. Such additionalowned and operated by GeneThera.  To date, we have introduced our diagnostic solution for Chronic Wasting Disease (CWD) and Mad Cow Disease on a very limited basis.  We anticipate that significant funds may not become available on acceptable terms and we cannot give any assurance that any additional funding that we do obtain will be sufficientspent on research and development throughout the life of the Company, as this is the source for new products to meet our needsbe introduced to the market.  Our plan is to seek new innovations in the long term.

In the future,biotechnology field.  We may be successful in developing or validating any new assays and, when we are successful in developing and validating any such assays, we may be requiredable to seek additionalsuccessfully commercialize them or earn profits from sales of those assays.  Furthermore, we may be able to design, develop, or successfully commercialize vaccines as a result of our research and development efforts.

On January 16, 2013, the Company entered into an agreement with Caro Capital, LLC, for investor relations services. The Company issued 1,000,000 shares of common stock to Caro Capital for consideration of $20. The Company was also to pay Caro $5,000 per month for six months, payable when $500,000 qualified capital, which was supposed to have been raised for the Company by selling debt Caro Capital. Unfortunately, Caro Capital was

unsuccessful to perform their fundraising task. The Company waited for Caro Capital to provide their Consultant Report, but they failed to provide it. Caro Capital had until 12-31-2013 to do so. Therefore, the 1,000,000 restricted shares were cancelled.

On March 26, 2013, the Company entered into an agreement with Southridge Partners II, LP, under which Southridge agreed to assume up to $3,788,419 of the Company's liabilities. The liabilities were to be divided into tranches, which would have been settled by issuances of the Company’s common stock to Southridge. Common stock would have been valued at 75% of the low closing bid price during the minimum period of consecutive trading days previous to settlement over which the dollar trading volume of the Company's common stock exceeded 300% of the purchase price. Shares issued to Southridge were not to exceed 9.99% of the Company's outstanding shares. The agreement was cancelled. The CEO did not continued with SouthRidge due to lack of performance. None of our consultants/vendors received any payment due to the fact that Southridge wanted their fees to be paid first at a rate that would have devastated the market value of our Company. Litigation is pending. Other attorneys have contacted our Company requesting information concerning our experience with Southridge. All these attorneys want to litigate against SouthRidge. The Company has not retained an attorney for this legal situation yet; but, it will. We will keep you posted.

RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable to Antonio Milici, its President and shareholder amounting to $656,958 as of September 30, 2015 and 2014, respectively. This outstanding loan to the Company is unsecured.

GTI Corporate Transfer Agents, LLC is the Company’s transfer agent.  In March 2015, Mr. Jesus Montelongo became the new managing director with a 34% ownership and/or equity securities, selling assets, interest. Ms. Michelle Torres Colón is assistant managing director with a 50%  ownership and/or otherwiseinterest. Ms. Tannya Irizarry is a board member and has a 50%  ownership and/or interest. In August 2015, Montelongo resigned his position as managing director to pursue other interests in real estate and human resources.

RECENTLY ISSUED ACCOUNTING STANDARDS

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant effect on its consolidated financial position or results of operations.

EMPLOYEES

As of September  30, 2015, we had a total of two full-time employees who devoted substantial effort on our behalf.  None of our employees are represented by a collective

bargaining unit.  We entered into an employment agreement with Antonio Milici, M.D., Ph.D., to serve as our Chief Executive Officer and Chief Scientific Officer through January 7, 2017.  In consideration for his services, Dr. Milici will receive a base salary of $216,000 per annum plus bonuses as may be requireddetermined by the Board of Directors at its sole discretion.  As part of his employment agreement, Dr. Milici is subject to bring cash flowsnon-disclosure and non-competition obligations and has transferred to the Company all of his interests in balance when we approach a condition of cash insufficiency.any idea, concept, technique, invention or written work.  We also entered into an employment agreement with Tannya L. Irizarry to serve as our Chief Administrative Officer through January 7, 2017.  Since May 2006, Ms. Irizarry is also our Chief Financial Officer (Interim). Ms. Irizarry’s base salary is $168,000 per annum.  The sale of additional equity or debt securities, if accomplished, may resultabove salaries have been accrued to be paid in dilution to our then shareholders.common stock shares from the Company. There are no employee issues at this time.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4.Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-1513a15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective due to additional segregation of duties to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHERII--OTHER INFORMATION

Item

ITEM 1. Legal ProceedingsLEGAL PROCEEDINGS

On June 29, 2007, the Internal Revenue Service6, 2008, M.A.G. Capital, LLC; Mercator Momentum Fund III, LP; Mercator Momentum Fund, LP; and Monarch Pointe Fund, Ltd. filed a Federal Tax LienJudgment at the JeffersonOrange County Recorder in the State of Colorado in the amount of $1,983.$37,721. The Company has not satisfied the judgment.

On June 6, 2008, Mark A. Shoemaker filed a Civil Judgment at the LA County/Recorder of Deeds Court in the State of California the amount of $37,721. This lawyer has been disbarred and incarcerated. The Company will not satisfied the judgment since Mr. Shoemaker has been incarcerated and disbarred.

On February 10, 2009, Centennial Credit Corporation filed a Civil Judgment at the Jefferson County Court in the State of Colorado in the amount of $967. The Company has not satisfiedsatisfy the judgment.

In June 2009, James Tufts filed a complaint at the Small Claims Court in Jefferson County ColoradoCO in the amount of $4,000 plus expenses from a London business trip. The Company willhas not satisfysatisfied the judgment. The Company discovered that during the time his spouse was working at the transfer agency, she issued more than one stock certificate in the amount of $15,000 each. In December 2009, James Tufts returned only one certificate in the amount of $15,000; the other stock certificate for the same amount is still active and in the database.

On June 26, 2009, Enterprise Leasing Company of Denver filed a Civil Judgment at the Jefferson County District Court in the State of Colorado in the amount of $78,178. The Company has not satisfied the judgment.

On August 17, 2010, Banc of America Leasing filed a Civil Judgment at the Oakland County District in Troy, Michigan in the amount of $24,002. The Company has not satisfied the judgment.

On September 23, 2010, Liberty Acquisitions filed a Civil Judgment at the Jefferson County Court in the State of Colorado in the amount of $3,300. The Company has not satisfied the judgment sincejudgment.

On February 10, 2009, Centennial Credit Corporation filed a Civil Judgment at the originalJefferson County Court in the amount was $1,100.of $967. The Company has no idea which entity is this; therefore, the Company has not satisfied the judgment.

On August 29, 2011, the CompanyGeneThera had a court hearing concerning a litigation filed by The Park III related to unpaid rent according to theour lease agreement. The District Court of Boulder (Colorado) entered a judgment against the Company in the amount of $77,000. The Company has not satisfied the judgment.

On January 31, 2013,November 26, 2012, the Company hadInternal Revenue Service filed a judgment by defaultFederal Tax Lien in the amount of $19,586. Laboratory equipment was arbitrarily$1,275. The Company has not satisfied the lien.

On November 14, 2014, Litchfield Church Ranch, LLC filed a Summons in Forcible Entry and improperly seized fromDetainer against the Company premises. These equipment wereafter the owner was unable to sell the building to us because he was upended for over $800,000 in his mortgage. As per the Summons, the plaintiff claimed $364,968.69 in past due rent. As per our accounting records, the

Company had $242,000 with the offer to purchase such property at $1,850,000 plus scheduled payments for the past due rent. The owner’s bank did not Company’sallow him to sell the property since were loaned to the Company as partand/or anyone. We went to mediation. The owner’s legal team and our legal team settled for $115,000 with the contingency to pay the goodwill amount of an ongoing research project. The Company strongly argues that the equipment was unlawfully removed from its facilities.$15,000 by September 12, 2015. We did. The Company has retained a law firman additional six months to pursue litigations against allcomplete the parties that causedremaining $100,000 settlement. If not paid off prior to illegallyAugust 12, 2016, there will be no discount and arbitrarily seize the equipment without proper procedure or cause.

On April 24, 2014, the Company decided notshall owe the judgment balance in the amount of $325,885. We were deceived into thinking the owner could sell this property to finalize the liability purchase agreement with Tarpon Bay Partners, LLC/Southridge due to hostile terms and their unwillingness to agree on more favorable terms for GeneThera.Company. The mediator, a retired judge, concluded we were indeed deceived by the owner. Therefore, the settlement was agreed upon by both parties.

Item 1A.

Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s AnnualQuarterly Report on Form 10-K,10-Q, filed with the Commission on April 11, 201213, 2015 and investors are encouraged to review such risk factors prior to making an investment in the Company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

On January 17, 2013, the Company issued 1,000,000 shares of its common stock for cash for total proceeds of $200, a nominal fee. This issuance has a restrictive legend until such consultant’s forthcoming report for services rendered. The stock issuance was cancelled.

The Company claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale,On September 19, 2015, the Company took appropriate measuresissued 500,000 restricted shares to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had accessHigh Point Communication for them to similar documentation and information asbe our new Investor Relations entity. Another 500,000 restricted shares, according to their consulting agreement, would be required in a Registration Statement underissued contingency upon the Act. No underwriters or agentscompletion of their consulting task.  The shares were involved invalued at the foregoing issuancestrading price on the date of issuance and are considered consulting fees during the Company paid no underwriting discounts or commissions.period ended September 30, 2015.

Item3. Item 3.

Defaults upon Senior Securities

NoneNone.

Item 4.4:

 Mine Safety Disclosures

Not applicable.

Item 5. 5:

Other Information

On April 18, 2013, the Company, in error, issued restricted stock in lieu of cash invested

during a binding Escrow Agreement, which was defaulted by Gold X Change, Inc. The

issuance of restricted stock was cancelled as per the escrow agreement terms.

The Company is expecting for their lab renovations to be finally completed soon.

Item 6. 6:

Exhibits

* Attached hereto.Exhibit

Description of Exhibit

(1) Filed as an exhibit to our Report on Form 8-K, filed with the Commission on March 5, 2012 and incorporated herein by reference.Number

31.1*

(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12Certificate of the SecuritiesChief Executive Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 1933, as amended, is deemed not filed for purposes of Section 182002

31.2*

Certificate of the SecuritiesChief Financial Officer pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, of 1934, as amended, and otherwise is not subject to liability under these sections.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Reportreport to be signed on its behalf by the undersigned, hereuntothereunto duly authorized.authorized on November 22, 2015.

GeneThera, Inc.

GENETHERA, INC.

By:s/   /s/ Antonio Milici
Name:

Antonio Milici,
Title: MD, PhD

President and Chief Executive Officer (Principal

(Principal Executive Officer)

November 19, 2014

By:    /s/ Tannya L. Irizarry

Tannya L. Irizarry

Chief Financial Officer (Interim)

(Principal Financial/Accounting Officer)

In accordance with 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.