SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB10-Q


[ X ]    Quarterly Report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


For the Quarterly Period Ended March 31, 20072008


Commission File No. 000-27237


GENETHERA, INC.

(Exact name of small Business Issuer as specified in its Charter)


                 FloridaNevada                                   65-0622463


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

Incorporation or Organization)            Identification Number)


3930 Youngfield Street, Wheat Ridge CO              80033

       (Address(Address of principal executive offices)          (Zip Code)


Issuer's telephone number, including area code:   (303) 463-6371



Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [ X ] Yes [ ] No


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

Large accelerated filer  [  ]

Accelerated filer  [ X ]

Non-accelerated filer  [  ]

Smaller reporting company  [  ]

(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):  

Yes  [  ]

No  [ X ]


State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 37,811,23656,493,749 Shares of $.001 par value Common Stock outstanding as of March 31, 20072008 and Series A 4,600 Shares, and Series B 2,250,0003,000,000 shares of $.001 par value Preferred Stock outstanding as of March 31, 2007.2008.




GENETHERA, INC., AND SUBSIDIARY

FORM 10-QSB



TABLE OF CONTENTS


Page No.


Consolidated Balance Sheets

3                                 


Consolidated Statements of Operations   

4

Consolidated Statements of Changes in

 Stockholders' Equity (Deficit)                             

5


Consolidated Statements of Cash Flows                       

7


Notes to Consolidated Financial Statements                  

8



                        PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements













GENETHERA, INC.



GENETHERA,INC.

ANDSUBSIDIARY SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED

MARCH 31, 20072008

UnauditedUNAUDITED
































GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 20072008

UnauditedUNAUDITED














TABLE OF CONTENTS






Page No.


Report of Independent Registered Public Accounting Firm

2

Consolidated Balance Sheet March 31, 2007  

3


Consolidated Statements of Operations for the Three Months Ended

   March 31, 2007 and 2006

5


Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the

Period ended March 31, 2007  

6


Consolidated Statements of Cash Flows for the Three Months Ended

March 31, 2007 and 2006

7


2

Consolidated Balance Sheet March 31, 2008  

3

Consolidated Statements of Operations for March 31, 2008 and 2007

5

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Period ended March 31, 2008

6

Consolidated Statements of Cash Flows for March 31, 2008 and 2007

7

Notes to Consolidated Financial Statements

8


















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors

GeneThera, Inc.

Wheat Ridge, Colorado


We have reviewed the accompanying consolidated balance sheet of GeneThera, Inc. and its wholly-owned subsidiaries as of March 31, 2007 unaudited, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the three-month periods ended March 31, 2007 and 2006.  These financial statements are the responsibility of the Company’s management.


We conducted our review in accordance with standards established by the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.


Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.


The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 6 to the consolidated financial statements, the Company has no established or sufficient sources of revenue, and has incurred significant losses from its operations. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regards to these matters is also described in Note 6. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.


JASPERS+HALL



Denver, Colorado

May 14, 2007








Balance Sheet  3


GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED BALANCE SHEET

MARCH 31, 2007

unaudited


Assets

 

 

 

 

 

Three months ended

 

Year End

 

March 31, 2007

 

December 31, 2006

 

(unaudited)

 

 

Current Assets

 

 

 

Cash

 $                          224

 

 $                             234

Accounts receivable - less reserve for uncollectible amount

                          3,700

 

                             6,800

Accounts receivable - Related Parties

                          8,484

 

                           17,390

Net Accounts Receivable

                         12,184

 

                           24,190

Prepaid expenses

                          2,000

 

                             1,890

 

 

 

 

Total Current Assets

                         14,408

 

                           26,314

 

 

 

 

Property and equipment

                       727,428

 

                         727,428

Accumulated Depreciation

                     (382,664)

 

                        (364,413)

Property and equipment, net

                       344,764

 

                         363,015

 

 

 

 

Other Assets

 

 

 

Assets

                               -   

 

 

Deposits

                          5,278

 

                             5,278

 

 

 

 

Total Other Assets

                          5,278

 

                             5,278

 

   

 

 

 

 

 

 

Total Assets

 $                    364,450

 

 $                       394,607

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

Three months ended

 

Year End

 

March 31, 2007

 

December 31, 2006

 

(unaudited)

 

 

Current Liabilities

 

 

 

Accounts payable

 $                    523,070

 

 $                       493,095

Accrued expenses

                       767,699

 

                         704,724

Leases payable, current portion

                          6,206

 

                           12,040

   Notes  payable

                       120,070

 

                         107,552

Contingency Liabilities

                       101,000

 

                         101,000

 

 

 

 

Total Current Liabilities

                    1,518,045

 

                       1,418,411

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

Long Term Loan

                               -   

 

                                 -   

 

 

 

 

 

 

 

 

Total Liabilities

                    1,518,045

 

                       1,418,411

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

Preferred stock, $.001 par value, 20,000,000 shares authorized;

   

 

 

Series A 4,600 shares issued and outstanding $.001 par value

                                5

 

5

Series B 2,250,000 shares issued and outstanding $.001 par value

                          2,250

 

2,250

Common stock $.001 par value, 100,000,000 shares authorized;

 

 

 

  37,811,236 shares issued and outstanding at March 31, 2007

 

 

 

and 35,474,736 at December 31, 2006

                         37,813

 

35,476

Additional paid in capital

                   14,594,051

 

14,506,428

Deficit accumulated during development stage

                 (15,787,714)

 

(15,567,963)

 

 

 

 

Total Stockholders' Equity

                   (1,153,596)

 

                     (1,023,804)

 

 

 

 

 

 

 

 

Total Liabilities &  Stockholders' Equity

 $                    364,450

 

 $                       394,607



Read Report and Notes to Financial Statements













































Statements of Operations 4


GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED INCOME STATEMENTS

MARCH 31, 2007

unaudited


 

 

 

 

 

For the period from

 

3 month period ended March 31,

 

October 5, 1998

 

2007

 

2006

 

(inception) to

 

 

 

 

 

March 31, 2007

Income

 

 

 

 

 

Sales

 $                       -   

 

 $                   90,000

 

 $                       418,749

Research fees

                          -   

 

                            -   

 

                          188,382

Total income

                          -   

 

                     90,000

 

                          607,131

 

 

 

 

 

 

Cost of sales

                          -   

 

                            -   

 

                          (30,352)

 

 

 

 

 

 

Gross profit

                          -   

 

                     90,000

 

                          576,779

 

 

 

 

 

 

Expenses

 

 

 

 

 

Other compensation

                       -   

 

                            -   

 

                        3,283,009

Consulting

                46,601

 

                            -   

 

                        4,630,438

   General and administrative expenses

                   96,399

 

                     85,007

 

                        3,604,018

Payroll expenses

                58,500

 

                     94,450

 

                        1,927,769

   Depreciation

                   18,251

 

                     22,214

 

                          421,367

Settlement expense

                          -   

 

                            -   

 

                            82,625

Impairment of long-lived asset

                       -   

 

                            -   

 

                            55,714

Lab expenses

                       -   

 

                     38,628

 

                          294,517

Total expenses

                  219,751

 

                    240,299

 

                      14,299,457

 

 

 

 

 

 

Loss from operations

                (219,751)

 

                  (150,299)

 

                    (13,722,678)

 

 

 

 

 

 

Other income (expenses)

 

 

 

 

 

Beneficial conversion expense

                          -   

 

                            -   

 

                      (1,987,991)

Interest expense

                       -   

 

                            -   

 

                          (46,758)

Gain on settlements

                       -   

 

                      (7,200)

 

                            58,203

Other income (expenses), net

                       -   

 

                     11,506

 

                            33,575

 

 

 

 

 

 

Net loss from continuing operations

                (219,751)

 

                  (145,993)

 

                    (15,665,649)

Loss from discontinued operations

                          -   

 

                              -

 

                         (122,065)

 

 

 

 

 

 

Net loss

 $             (219,751)

 

 $               (145,993)

 

 $                  (15,787,711)

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share

 $                 (0.006)

 

 $                   (0.007)

 

 

Diluted Weight Average

             35,474,736

 

               22,315,402

 

 

Weight Average

             35,474,736

 

               22,315,402

 

 


Read Report and Notes to Financial Statements





























Changes in Stockholders equity 5


GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CHANGES IN STOCKHOLDERS EQUITY

FOR PERIOD ENDING MARCH 31, 2007

unaudited


 

 

 

 

 

 

 

 

 

 

Development

 

 

 

 

 

 

 

 

 

 

Stage

 

 

Preferred Stock A

Preferred Stock B

Common Stock

Paid in

Subscription

Accumulated

 

 

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Agreement

     Deficit     

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2006

          4,600

 $         5

         2,250,000

 $   2,250

       35,474,736

 $      35,476

 $    14,506,428

 $                   -   

 $       (15,567,963)

         (1,023,804)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for consulting services

 

 

 

 

         2,336,500

           2,337

              87,623

 

 

                89,960

 

 

 

 

 

 

 

 

 

 

                        -   

 

 

 

 

 

 

                -   

 

 

 

                        -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss March 31, 2007

 

 

 

 

 

 

 

 

               (219,751)

            (219,751)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2007

          4,600

 $         5

         2,250,000

 $   2,250

       37,811,236

 $      37,813

 $    14,594,051

 $                   -   

 $       (15,787,714)

 $      (1,153,596)



Read Report and Notes to Financial Statements














Cash Flows  6

GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM OCTOBER 5, 1998 ( INCEPTION) TO MARCH 31, 2007

unaudited


 

 

 

 

 

For the period from

 

3 month period ended March 31,

 

October 5, 1998

 

 

 

 

 

(inception) to

 

2007

 

2006

 

March 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

  Net loss

 $          (219,751)

 

 $           (145,993)

 

 $              (15,787,714)

 

 

 

 

 

 

  Adjustments to reconcile net loss to net

 

 

 

 

 

    cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

                18,251

 

                 22,214

 

 $                   382,664

Bad Debt Expense

 

 

 

 

 $                     90,000

Compensation in exchange for common stock

                89,960

 

                 12,600

 

 $                 8,412,622

Beneficial conversion feature

                       -   

 

                       -   

 

 $                 1,987,990

Gain on Settlements

 

 

                 (7,200)

 

 $                           -   

Changes in operating assets and liabilities

 

 

 

 

 

(Increase) Decrease in:

 

 

 

 

 

Accounts receivable

                  3,100

 

                (92,173)

 

 $                    (93,700)

Accounts receivable Related Parties

                  8,906

 

 

 

 $                     (8,484)

Inventory

                       -   

 

                       -   

 

 $                           -   

Prepaid expenses

                   (110)

 

                       -   

 

 $                     (2,000)

Other assets

                       -   

 

                (48,989)

 

 $                       5,278

Increase in account payable

 

 

 

 

 

and accrued liabilites

                92,950

 

               205,416

 

 $                 1,511,361

 

 

 

 

 

 

      Total adjustments

               213,057

 

                 91,868

 

                  12,285,731

 

 

 

 

 

 

  Net cash used in operating activities

                 (6,695)

 

                (54,125)

 

                  (3,501,984)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

  Cash payments for the purchase of property

                       -   

 

                (37,706)

 

                     (299,072)

  

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Capital contributed as equipment

                       -   

 

 

 

                      272,376

Principal payments on notes & leases payable

                       -   

 

                       -   

 

                     (240,119)

Payment of lease payable

                 (5,834)

 

                       -   

 

                      137,491

Proceeds from issuance of  stock

 

 

                       -   

 

                    1,893,882

Proceeds from loans payable

                12,519

 

                       -   

 

                    1,663,889

Proceeds from Subscription Recievable

                       -   

 

                       -   

 

                      100,040

Repurchase of Common Stock

                       -   

 

                       -   

 

                        (1,610)

Reciept of APIC

                       -   

 

                       -   

 

                        20,000

Payment of Perfered Dividends

                       -   

 

                       -   

 

                      (46,338)

Proceed from convertible notes

 

 

                 91,453

 

                              -   

 

 

 

 

 

 

 

 

 

 

 

 

  Net cash provided by financing activities

                  6,685

 

                 91,453

 

                    3,799,611

 

 

 

 

 

 

Net increase (decrease) in cash

                     (10)

 

                    (378)

 

                        (1,445)

 

 

 

 

 

 

Cash, beginning of year

                     234

 

                   1,669

 

                              -   

 

 

 

 

 

 

Cash, end of year

 $                  224

 

 $                1,291

 

 $                         224

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

Cash paid during the period for interest expense

 $                    -   

 

 $                     -   

 

 $                     47,694

Cash paid during the period for Taxes

 $                    -   

 

 $                     -   

 

                        80,522
















Balance Sheet  


GENETHERA, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

UNAUDITED 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Unaudited

 

 

 

March 31, 2008

 

December 31, 2007

 

 

 

 

Current Assets

 

 

 

Cash

 $                              1

 

 $                             196

Accounts receivable - less reserve for uncollectible amount

                             822

 

                           68,267

 

 

 

 

Total Current Assets

                             823

 

                           68,463

 

 

 

 

Property and equipment

                       727,428

 

                         727,428

Accumulated Depreciation

                     (454,804)

 

                        (436,864)

Property and equipment, net

                       272,624

 

                         290,564

 

 

 

 

Other Assets

 

 

 

Deposits

                          5,278

 

                             5,278

 

 

 

 

Total Other Assets

                          5,278

 

                             5,278

 

   

 

 

 

 

 

 

Total Assets

 $                    278,725

 

 $                       364,305

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

Unaudited

 

Year End

 

March 31, 2008

 

December 31, 2007

 

 

 

 

Current Liabilities

 

 

 

Accounts payable

 $                    594,115

 

 $                       582,869

Accrued expenses

                    1,031,113

 

                         968,702

 

 

 

 

   Notes  payable

                         80,086

 

                         150,290

 

 

 

 

Total Current Liabilities

                    1,705,314

 

                       1,701,861

 

 

 

 

 

 

 

 

Total Liabilities

                    1,705,314

 

                       1,701,861

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

Preferred stock, $.001 par value, 20,000,000 shares authorized;

   

 

 

Series A 4,600 shares issued and outstanding $.001 par value

                                5

 

5

Series B 3,000,000 shares issued and outstanding $.001 par value

                          3,000

 

3,000

Common stock $.001 par value, 100,000,000 shares authorized;

 

 

 

56,494,749 shares issued and outstanding

                         56,496

 

51,527

Additional paid in capital

                   15,113,572

 

15,017,704

Deficit accumulated during development stage

                 (16,599,661)

 

(16,409,792)

 

 

 

 

Total Stockholders' Equity

                   (1,426,588)

 

                     (1,337,556)

 

 

 

 

 

 

 

 

Total Liabilities &  Stockholders' Equity

 $                    278,726

 

 $                       364,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 $                              1

 

 





Statements of Operations


GENETHERA, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO MARCH 31, 2008

UNAUDITED


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period from

 

 

 

3 month period ended March 31,

 

October 5, 1998

 

 

 

2008

 

2007

 

(inception) to

 

 

 

 

 

 

 

March 31, 2008

 

 

Income

 

 

 

 

 

 

 

Sales

 $                 10,821

 

 $                         -   

 

 $                       527,470

 

          516,649.00

Research fees

                          -   

 

                            -   

 

                          188,382

 

          188,382.00

Total income

                   10,821

 

                            -   

 

                          715,852

 

          705,031.00

 

 

 

 

 

 

 

 

Cost of sales

                          -   

 

                            -   

 

                          (30,352)

 

           (30,352.00)

 

 

 

 

 

 

 

 

Gross profit

                   10,821

 

                            -   

 

                          685,500

 

          674,679.00

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

Other compensation

                       -   

 

                            -   

 

                        3,283,009

 

       3,283,009.00

Consulting

                52,560

 

                     46,601

 

                        4,873,154

 

       4,820,594.00

   General and administrative expenses

                   61,196

 

                     96,399

 

                        3,947,883

 

       3,886,687.00

Payroll expenses

                58,500

 

                     58,500

 

                        2,163,119

 

       2,104,619.00

   Depreciation

                   17,940

 

                     18,251

 

                          454,804

 

          436,864.00

Settlement expense

                          -   

 

                            -   

 

                            82,625

 

            82,625.00

Impairment of long-lived asset

                       -   

 

                            -   

 

                            55,714

 

            55,714.00

Bad debt expense

                10,367

 

 

 

 

 

 

Lab expenses

                     127

 

                            -   

 

                            16,107

 

            15,980.00

Total expenses

                  200,690

 

                    219,751

 

                      15,171,155

 

                         -   

 

 

 

 

 

 

 

     15,019,535.00

Loss from operations

                (189,869)

 

                  (219,751)

 

                    (14,485,655)

 

 

 

 

 

 

 

 

 

    (14,344,856.00)

Other income (expenses)

 

 

 

 

 

 

 

Beneficial conversion expense

                          -   

 

                            -   

 

                                  -   

 

 

Interest expense

                       -   

 

                            -   

 

                      (1,987,991)

 

      (1,987,991.00)

Gain on settlements

                       -   

 

                            -   

 

                          (46,758)

 

           (46,758.00)

Other income (expenses), net

                       -   

 

                            -   

 

                            58,203

 

            58,203.00

 

 

 

 

 

 

 

            33,675.00

Net loss from continuing operations

                (189,869)

 

                  (219,751)

 

                    (16,462,201)

 

 

Gain (loss) from disposal of subs

 

 

 

 

                                  -   

 

       (16,287,727.00)

Loss from discontinued operations

                          -   

 

                              -

 

                         (122,065)

 

           (122,065.00)

 

 

 

 

 

 

 

 

Net loss

 $             (189,869)

 

 $               (219,751)

 

 $   ��              (16,584,263)

 

         (16,409,792)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per common share Basic & Diluted

 $                 (0.004)

 

 $                   (0.006)

 

 

 

 

 

 

 

 

 

 

 

 

Weight Average Shares

             53,541,996

 

               56,493,749

 

 

 

 



 Changes in Stockholders Equity



GENETHERA, INC. AND SUBSIDIARY

(CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD ENDED MARCH 31, 2008

UNAUDITED



 

 

 

 

 

 

 

 

 

Development

 

 

 

 

 

 

 

 

 

 

Stage

 

 

Preferred Stock A

Preferred Stock B

Common Stock

Paid in

Subscription

Accumulated

 

 

Shares

Amount

Shares

Amount

Shares

Amount

Capital

Agreement

     Deficit     

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2007

          4,600

 $         5

  3,000,000

 $   3,000

       51,525,849

 $    51,527

 $    15,017,704

 $                   -   

 $       (16,409,792)

         (1,337,556)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for consulting services

 

 

 

 

         4,250,763

         4,251

              82,223

 

 

                86,474

 

 

 

 

 

 

 

 

 

 

                        -   

Shares issued for rent

 

 

 

 

            718,137

            718

              13,645

 

 

                14,363

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss March 31, 2008

 

 

 

 

 

 

 

 

               (189,869)

            (189,869)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2008

          4,600

 $         5

  3,000,000

 $   3,000

       56,494,749

 $    56,496

 $    15,113,572

 $                   -   

 $       (16,599,661)

 $      (1,426,588)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Cash Flows  


GENETHERA, INC. AND SUBIDIARY

(DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION FOR MARCH 31, 2008)

UNAUDITED




 

 

 

 

 

For the period from

 

 

 

3 month period ended March 31,

 

October 5, 1998

 

 

 

 

 

 

 

(inception) to

 

 

 

2008

 

2007

 

March 31, 2008

 

 

 

 

 

 

 

 

 

2007

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

  Net loss

 $                   (189,869)

 

 $           (219,751)

 

 $              (16,633,333)

 

 $                 (16,443,464)

 

 

 

 

 

 

 

 

  Adjustments to reconcile net loss to net

 

 

 

 

 

 

 

    cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

                         17,940

 

                 18,251

 

255,971.0

 

                         238,031

Bad Debt expense

                         10,367

 

                (90,000)

 

10,367.0

 

                                 -   

Compensation in exchange for common stock

                        100,836

 

                 89,960

 

9,061,147.0

 

                       8,960,311

Beneficial conversion feature

 

 

 

 

1,987,990.0

 

                       1,987,990

Changes in operating assets and liabilities

 

 

 

 

 

 

 

(Increase) Decrease in:

 

 

 

 

 

 

 

Accounts receivable

                         67,445

 

                 93,100

 

-62,289.0

 

                        (129,734)

Accounts receivable Related Parties

                                -   

 

                   8,906

 

17,390.0

 

                           17,390

      Reserve for Uncollectible

                        (10,367)

 

                       -   

 

-100,367.0

 

                          (90,000)

Inventory

                                -   

 

                       -   

 

0.0

 

                                 -   

Prepaid expenses

                                -   

 

                    (110)

 

-110.0

 

                              (110)

Other assets

                                -   

 

                       -   

 

7,278.0

 

                             7,278

Increase in accounts payable

 

 

 

 

 

 

 

and accrued liabilites

                         73,657

 

                 92,950

 

1,794,613.0

 

                       1,720,956

 

 

 

 

 

 

 

 

      Total adjustments

                        259,878

 

               213,057

 

                  12,971,990

 

                     12,892,112

 

 

 

 

 

 

 

 

  Net cash used in operating activities

                         70,009

 

                 (6,695)

 

                  (3,661,343)

 

                     (2,865,548)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

  Cash payments for the purchase of property

                                -   

 

                       -   

 

                     (299,072)

 

                        (299,072)

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

   Bank overdraft

 

 

 

 

                              -   

 

                                 -   

Capital contributed as equipment

 

 

 

 

                      272,376

 

                         272,376

Principal payments on notes & leases payable

 

 

 

 

                     (240,119)

 

                        (240,119)

Payment of lease payable

                                -   

 

                 (5,834)

 

                      120,343

 

                         120,343

Payment for Accrued Salaries

 

 

                       -   

 

                      189,350

 

                         189,350

Proceeds from issuance of  stock

                                -   

 

                       -   

 

                    1,908,882

 

                       1,908,882

Proceeds from loans payable

                        (70,204)

 

                 12,518

 

                    1,562,586

 

                       1,632,790

Proceeds from Subscription Recievable

                                -   

 

 

 

                      100,040

 

                         100,040

Repurchase of Common Stock

                                -   

 

 

 

                        (1,610)

 

                           (1,610)

Reciept of APIC

                                -   

 

 

 

                        20,000

 

                           20,000

Payment of Perfered Dividends

                                -   

 

 

 

                      (46,338)

 

                          (46,338)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net cash provided by financing activities

                        (70,204)

 

                   6,684

 

                    3,885,510

 

                       3,955,714

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

                            (195)

 

                      (11)

 

                      (74,905)

 

                         791,094

 

 

 

 

 

 

 

 

Cash, beginning of year

                              196

 

                     234

 

                              -   

 

                                 -   

 

 

 

 

 

 

 

 

Cash, end of year

 $                              1

 

 $                   224

 

 $                             1

 

 $                             196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid during the period for interest expense

0

 

0

 

 $                     46,758

 

 $                        46,758

Cash paid during the period for Taxes

$0

 

$0

 

 $                           -   

 

 $                               -   

 

 

 

 

 

 

 

 



GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 20072008

unauditedUNAUDITED




NOTE 1  

PRINCIPLES OF CONSOLIDATION


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, GeneThera, Inc. (Colorado). All significant inter-company balances and transactions have been eliminated.



NOTE 2  

BASIS OF PRESENTATION


The interim financial information included herein is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity (deficit) and cash flows for the interim periods.  All such adjustments are of a normal, recurring nature.  The results of operations for the first three months of the year are not necessarily indicative of the results of operations which might be expected for the entire year.  


The accompanying consolidated financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and, therefore, omit or condense certain footnotes and other information normally included in financial statements prepared in accordance with generally accepted accounting principles.  It is suggested that these condensed financial statements should be read in conjunction with the Company's financial statements and notes thereto included in the Company's audited financial statements on Form 10-KSB/A as amended for the fiscal year ended December 31, 2006.2007.



NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Recent Accounting PronouncementsStock Based Compensation


The Company has adopted the use of Statement of Financial Accounting Standards Board (FASB) issued SFAS No. 141,Business Combinations123R , which establishes revised standards“Share-Based Payment”, (SFAS No. 123R)   This Statement requires an entity to measure the cost of employee services received in exchange for accounting for business combinations, eliminating the pooling method, and providing new guidance for recognizing intangible assets arising in a business combination.  Additionally, SFAS No. 141 requires more prominent and more frequent disclosures in financial statements about a business combination.  This statement is effective for business combinations initiated on or after July 1, 2001.  The adoptionan award of this pronouncement on July 1, 2001 did not have a material effectequity instruments based on the Company's financial position, resultsgrant-date fair value of operations or liquidity.



the award (with limited exceptions). That cost is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.   This Statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees”, and its related implementation guidance and eliminates the alternative to use Opinion 25’s intrinsic value method of accounting that was provided in Statement 123 as originally issued.  



GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 20072008

unauditedUNAUDITED



NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – continued


SFAS 142,Goodwill and Other Intangible Assets provides guidance on accounting for the acquisition of intangibles, except those acquired in a business combination, which is subject to SFAS 141, and the manner in which intangibles and goodwill should be accounted for subsequent to their initial recognition.  This statement is effective for all fiscal years beginning after December 15, 2001.  The adoption of SFAS 142 on April 1, 2002 did not have a material effect on the Company's financial position, results of operations, or liquidity.  


SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets provides implementation guidance regarding when and how to measure an impairment loss, and expands the presentation to include a component of an entity, rather than strictly a business segment. SFAS 144 also eliminates the current exemption to consolidation when control over a subsidiary is likely to be temporary. This statement is effective for all fiscal years beginning after December 15, 2001.  The adoption of SFAS 144 on April 1, 2002 did not have a material effect on the Company's financial position, results of operations or liquidity.


Earnings per Share

Basic earnings per share are computed based on the weighted average number of common shares outstanding during each year.  Diluted earnings per share are computed based on the weighted average number of common shares outstanding during the period.  



NOTE 4

PROPERTY AND EQUIPMENT


Property and equipment consisted of the following:

March 31, 2007     

                 Computers

$42,987

Office Equipment

39,891  

Furniture & fixtures

1,465  

Laboratory equipment

  643,0842008


727,428

Less accumulated depreciation

(382,664)  


$344,764

Computers

$   42,987

Office Equipment

39,891

Furniture & fixtures

1,465

Laboratory equipment

  643,084

727,428

Less accumulated depreciation

(454,804 )

$272,624


Depreciation expense for the three months ended March 31, 2008 and 2007 was $17,940 and 2006 was $18,251 and $22,214 respectively.




GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 20072008

unauditedUNAUDITED



NOTE 5

STOCKHOLDERS’ EQUITY


Common Stock


In January 2007,2008, the Company issued 1,100,0001,734,524 shares valued at $33,000$34,690 to consulting services of operations and resulted in an immediate charge to operations.


In February 2007,2008, the Company issued 400,000646,834 shares valued at $16,000$14,375 to consulting services of operations and resulted in an immediate charge to operations.


In February 2008, the Company issued 218,136 shares valued at $4,363 for rent of the facility of operations and resulted in an immediate charge to operations.


In March 2008, the Company issued 1,870,405 shares valued at $37,408 to consulting services of operations and resulted in an immediate charge to operations.


In March 2007,2008, the Company issued 836,500500,001 shares valued at $40,960 to consulting services$10,000 for rent and yearly maintenance of the facility of operations and resulted in an immediate charge toof operations.


As of March 31, 2007,2008, there were 37,811,23656,494,749 shares of our common stock issued and outstanding.  


Preferred Stock


As of March 31, 2007,2008, there were 4,600 shares of our Series A, Convertible Preferred Stock (“Series A”) issued and outstanding, and 2,250,0003,000,000 shares of our Series B, Convertible Preferred Stock (“Series B”) were issued and outstanding.


NOTE 6          GOING CONCERN UNCERTAINTY


These financial statements are presented assuming the Company will continue as a going concern.  For the periodperiods ended March 31, 20072008 and 2006,2007, the Company showed operating losses of $219,751$189,869 and $145,993$219,751 respectively. The accompanying financial statements indicate that current liabilities exceed current assets by $1,503,637 for$1,704,491for the three months ended March 31, 2007. For the period ended March 31, 2007 and 2006 the companies note payable has increased from $94,499 to $120,070.2008.

These factors raise substantial doubt about its ability to continue as a going concern.  Management’s plan with regard to these matters includes raising working capital and significant assets and resources to assure the Company’s viability, through private or public equity offering, and/or debt financing, and/or through the acquisition of new business or private ventures.














Item 2. Management's Discussion and Analysis or Planand Results of OperationsOperation


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


FORWARD-LOOKING AND CAUTIONARY STATEMENTS


Sections of this Form 10-Q, including the Management's Discussion and Analysis or Plan of Operation, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, as amended. 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,

* 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.


RESULTS OF OPERATIONS


Gross profits for the three-month period ended March 31, 20072008 were $0($189,869) compared to $90,000($219,751) for the same period last year. Personnel (salaries) decreasedstay the same from $94,450$58,500 for the prior three month period ending March 31, 20062007 to $58,500 for the three month period ending March 31, 2007. Personnel (salaries) decrease occurred because the company only has two full time employees.2008.  Professional expenses (consulting and professional fees) comparing the three month period ending March 31, 2007,2008, to the three month period ending March 31, 2006,2007, increased from $0$46,601 to $46,801$52,560 with the increasedecrease attributable to the consultants throughout the quarter.


LIQUIDITY AND CAPITAL RESOURCES


The Company had a cash balance of $1 as of March 31, 2008. Accounts receivable as of March 31, 2008 was $822. It is estimated that it will require outside capital for the remainder of fiscal year 2008 for the commercialization of GeneThera's molecular assays as well as the development of their therapeutic vaccines. The Company intends to raise these funds by means of one or more private offerings of debt or equity securities or both and also generating revenue from Mexico.  Currently the company is in discussions with one group to obtain financing through either debt and/or equity.  No definitive agreements have been signed.  There are no guarantees whether the Company will be able to secure such a 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 significant additional funding in order to achieve our business plan.


Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, andenforcing patent claims and other intellectual property rights, competing technological and market developments, collaborative arrangements.  Additional capital will be required in order to attain such goals.  Such additional funds may not become available on acceptable terms and we cannot give any assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.


 Item 3.  GENETHERA PLAN OF OPERATION


Background


In November 2007, GeneThera, Inc. reincorporated in the State of Nevada due to a third party which purchased the GeneThera Florida Charter in order to blackmail our Company for $80,000. We had a special meeting with three shareholders where it was unanimously resolved for GeneThera to transfer its Charter to the State of Nevada as soon as possible in order to recognize our new incorporation on our next SEC filing. The reinstatement was completed by January 2008. GeneThera has developed proprietary diagnostic assays for use in the agricultural and veterinary markets. Specific assays for Chronic Wasting Disease (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 Johnne'sJohne's disease (predominantly dairy cattle and bison) diagnostics are in development.


GeneThera provides genetics-based diagnostic and is currently 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.


The Company believes it will require significant additional funding in order to achieve its business plan.  Over the next 12 months, in order to have the capability of achieving its business plan, the Company will require at least $5,000,000.  There are no guarantees whether the Company will be able to secure such a 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.


RESEARCH AND DEVELOPMENT


We anticipate that R&Dresearch and development (R&D) will be the source for both assay development and vaccine design/development.  If 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 owned and operated by GeneThera.  To date, we have introduced our diagnostic solution for Chronic Wasting Disease and Mad Cow Disease on a very limited basis.  We anticipate that R&D will be ongoing during the life of the Company, as this is the source for new products to be introduced to the market.  Our plan is to seek new innovations in the biotechnology field. We cannot assure you that we will be successful in developing or validating any new assays or, if we are successful in developing and validating any such assays, that we can successfully commercialize them or earn profits from sales of those assays.  Furthermore, we cannot assure you that we w illwill be able to design, develop, or successfully commercialize any vaccines as a result of our research and development efforts.


COMMERCIAL DIAGNOSTIC TESTING


In the event that we are able to develop assays for the detection of diseases in animals, we intend to establish a series of diagnostic testing laboratories geographically proximate to the primary sources of individual diseases and/or according to specific available operating efficiencies.  The specific number of labs to be built and operated will be based on assay demand (demand facilitated by the number of specific disease assays GeneThera develops), our ability to obtain the capital to build the labs, and our ability to successfully manage them from our principal office.  As of the date of this filing, we are in negotiation to establish twoone diagnostic testing laboratorieslaboratory outside of our Colorado facility.



LICENSING


Through our third division, Licensing, we intend to manage the marketing and sale of the vaccines developed by GeneThera's Research & Development division.  As GeneThera does not intend to be a vaccine manufacturer, we plan to use our Licensing division to license the technology related to any vaccines that may be developed and to manage the revenue potential available from the successful development and validation of specific vaccines.  We cannot provide any assurance that we will develop any vaccines or that, if they are developed, we will be able to license them successfully or that any such license will produce significant revenues.



R&D SERVICES


Molecular, Cellular, Viral Biology Research, and Consulting Services.  We  intend to provide independent research services to scientists in academia, the pharmaceutical industry, and the biotechnology industry.  Primarily, GeneThera's expertise focuses on technology relevant to animal and human immunotherapy.  These services are backed by the cumulative experiences of greater than 50 years of research and development in both government and industry by GeneThera's senior scientists. GeneThera intends to develop a commercial-scale implementation of Adenovector Purification Process to support R&D material production.  Furthermore, GeneThera intends to evaluate and test commercially available expression vectors and incorporate them into its vector repertoire.  These technologies are well established within the repertoire of GeneThera's scientific staff.  We cannot provide any assurance, however, that we will b ebe able to successfully offer these services or that, if offered, we can provide them profitably.


Research & Development Services:


Molecular Biology:


Synthetic cDNA Construction

Prokaryotic Expression Vector Construction & Development

E.coli Expression Strain Evaluation

Pilot Scale Fermentation

Mammalian Expression Vector Construction & Development

Baculovirus Expression

Protein Isolation

Protein Engineering: Complement Determining Region Conjugated Proteins

Monoclonal Antibody Production Chimerization & Humanization

Vector design for Prokaryotic Expression of Antibody Fragments (Fab) and Single Chain Antibody (ScFv)


Pilot Scale-up Development


Process Purification & Characterization

Assay Development & Quality Control Pharmaceutical Dosage and Formulation




Molecular Biology Potential Agreement Structure


Stage I  


cDNA Construction & Expression Vector Development Stage

 A specific gene sequence is cloned in an expression vector and screened by restriction enzyme analysis


Stage II


The expression vector is grown into bacteria and the protein produced is  purified by chromatography techniques


Stage III


Assay for the protein stability and activity


Stage IV


Quantization of protein yield per each cell line used for protein expression


Stage V


Experimental animal model development for determination of proper biological active concentration and stability and determination of proper storage.


Gene Therapy Testing Services. GeneThera offers GLP (Good Laboratory Procedure) testing programs for somatic cell, viral and naked DNA-based gene therapies.  Our scientists have over eightnine years experience in providing fully integrated bio-safety testing programs for the cell and gene therapy fields and have supported a number of successful BLA and IND applications.fields.  To date, the Company has not generated any revenues with regard to these services, and there is no assurance that we will generate any revenues from such services.


Replication-Competent Viral Vector Testing.  Sensitive in vitro cell culture assays are used to detect replication-competent retroviruses or adenoviruses.  GeneThera can work with clients to provide custom replication-competent virus detection assays for the particular vector construct.


Complete Somatic Cell and Viral Vector Packaging and Producer Cell Line Characterization.  GeneThera offers all of the assays mandated by regulatory authorities worldwide for the bio-safety analysis and characterization of cells and cell lines used in gene therapy products.


Vector Stock Characterization.  Custom purity and potency testing is available for gene therapy viral ector stocks.


Vector Purification Process Validation for Viral Clearance.  Most biopharmaceuticals require viral clearance studies to validate the removal of potential contaminants, such as those from bovine components or from helper viruses (adenovirus in AAV production).  GeneThera can provide custom design and performance of viral studies for various vector purification processes.


Custom Bio-safety Testing Programs for Somatic Cell, Ex Vivo Cell, and Tissue Therapies.  GeneThera can guide our clients through the unique process of designing and implementing a bio-safety testing program that meets the needs of each specific project.


GeneThera is currently seeking contracts for these services and is in the final negotiation stage with a publicly traded company to perform these services on an annual basis.  There is no assurance that any contracts will be signed or that the company will generate significant revenues or profits from any such contracts.


BUSINESS MODEL


Summary.  GeneThera's animal disease assay development business is based on its Integrated Technology Platform (ITP) that combines a proprietary diagnostic solution called Gene Expression Assay (GES) with PURIVAXTM, its system for analyzing large-scale DNA sequencing.  The first part of this platform is the ongoing development of molecular diagnostic assays solutions using real time Fluorogenic Polymerase Chain Reaction (F-PCR) technology to detect the presence of infectious disease from the blood of live animals.  The second part of the ITP is the development of therapeutic vaccines using RNA interference technology.  It also allows for the efficient, effective, and continuous testing, management and treatment of animal populations.  These facts distinguish the technology from any alternative testing and management methodology available to agriculture today -- all of which require the destruction of in dividualindividual animals and even entire herds.  Our testing and data analysis processes also allow us not only to separate infected from clean animals, but also to gain knowledge vital to development of preventative vaccines.


Each individual assay utilizes the proprietary Field Collection System (FCS) for the collection and transportation of blood samples to GeneThera's laboratory.  The FCS allows GeneThera to maintain the integrity of each sample by the addition of specific reagents to test tubes contained in the system.  GeneThera's FCS is designed to be an easy-to-use method of gathering blood samples from harvested or domesticated animals.  It ensures consistency of samples as well as increased assurance of each sample's integrity.


To date, GeneThera has successfully developed the ability to detect Chronic Wasting Disease, a disease affecting elk and deer in North America.  The release of commercialized Field Collection Systems and laboratory diagnostic testing occurred in October of 2003.2003 as a marketing trial.  GeneThera has also successfully developed an assay for the detection of Mad Cow Disease, a disease recently found in the United States, but which has been in Europe for many years.  The Field Collection Systems are available for purchase from the Company.  Chronic Wasting Disease and Mad Cow Disease are both in the family of diseases called Transmissible Spongiform Encephalopathy (TSE).  Diagnostic assays for E.coli O157:H7 and Johnne's DiseaseJohne's disease are in the final stages of development.


The Company, through GeneThera, is also developing vaccines for Chronic Wasting Disease and E.coli O157:H7.  The Company will need the approval of the USDA before the vaccines can be manufactured or sold.  The approval process for animal vaccines is time-consuming and expensive.  We anticipate that such approval, if it is obtained, may require more than $5 million and may require more than two years for each vaccine for which approval is sought.  Currently we do not have the capital necessary to seek approval of any of our candidate vaccines, and we cannot provide any assurance that we will be able to raise the capital necessary for such approval on terms that are acceptable to us, if at all.  In addition, even if we are successful in raising the capital necessary to seek approval of any vaccine, there are no assurances that such an approval will be granted, or if granted, whether we will be able to produce and sell such vaccines following such an approval in commercial quantities or to make a profit from such production and sales.


INTEGRATED TECHNOLOGY PLATFORM (ITP)


GeneThera's integrated technology platform is the foundation for "fast-track" rDNA vaccine development. At the present stage we are working on the development of a recombinant DNA vaccine for transmissible spongiform encephalopathy (TSE) and Johnnes disease. Both vaccine developments are in the “in Vitro” stage.  We expect to initiate experimental animal studies for Johnnes in the next 2-3 months. A longer time frame (6-8 months) will be needed to initiate experimental animal studies for TSE. ITP is the assembly of GES and PURIVAX TM rAD and rAAV systems.  This integrated technology platform yields fast-track vaccine development.  Leveraging its ITP, GeneThera believes that it can develop a prototype vaccine within 4 to 6 months versus the current standard of 18 to 24.  The cost to bring these vaccines to market is $2-5 Million from start to finish.  There is no assurance that we will be ab le to raise the capital necessary to bring a vaccine to market and if the capital is raised, that we will be able to overcome the government regulations involved in bringing such a product to market.  The GESapplied modular unit system utilizes robotics and is based on nucleic acid extraction in conjunction with F-PCR technology to develop gene expression assays.  Using GES, vaccine efficacy can be measured in real time.  This means not having to wait for the antibody response to measure how well the vaccine is working.  F-PCR allows effective quantification of the precise number of viral or bacterial genetic particles before, during and after vaccine injection(s).  The more effective the vaccine is, the stronger the decrease of the infectious disease particles will be.


GENE EXPRESSION SYSTEM


GES is a proprietary assay development system. GES was developed in 2001. To date the system has been used to develop our TSE molecular assay. GES is a gene expression system to be used solely in our laboratory .The core of GES is Fluorogenic Polymerase Chain Reaction technology (F-PCR).  GeneThera solves the technical problems related to the use of conventional PCR in molecular diagnostics via our modular unit concept.  Specifically, the modular unit consists of an Automated Nucleic Acid Workstation (ANAW) and a Sequence Detection System (SDS) that are fully integrated, allowing an operator to perform the entire procedure of DNA extraction and F-PCR analysis within a closed computerized system.  This system results in minimal intervention and no post-PCR manipulation. GES is a molecular genetic base system that utilizes fluorogenic polymerase chain reaction (F-PCR). To perform GES, specific laboratory equipment is needed. This in volves some substantial initial costs to set up the laboratory operations. However, the use of F-PCR represents a great advantage over other available systems because of its greater sensitivity, speed and accuracy.


The Automated Nucleic Acid Workstation is a highly flexible robotic system that extracts and purifies acids from a variety of complex samples, preparing them for F-PCR analysis.  Data management system software includes a database to manage all run phases and record sample processing.


The Sequence Detection System detects the fluorescent signal generated by the cleavage of the reporter dye during each PCR cycle.  This process confers specificity without the need of post-PCR hybridization.  Most important, the SDS offers the advantage of monitoring real time increases in fluorescence during PCR.  Specifically, monitoring real-time progress of the PCR completely changes the approach to PR-based quantization of DNA and RNA, most particularly in improving the precision in both detection and quantization of DNA and RNA targets.


GeneThera currently faces no competition in the use of F-PCR technology and the modular unit concept for commercial testing of either infectious disease in animals or food pathogen contamination.  Currently, most labs utilize conventional microbiology, immunological or conventional PCR methods for either veterinary diseases or food pathogen contamination detection.  Specific to microbiology and immunological techniques, the drawbacks of these approaches are:


1.

The antibodies-based culture media used to detect the presence of infectious diseases has a low level of sensitivity;

2.

High background due to non-specific binding of antibodies and/or culture contamination;

             3.

 Sample preparation and storage creates artifacts; and

             4. Long, cumbersome protocols necessary to perform these tests.


A major technical limitation of conventional PCR is the risk of contaminating a specimen with the products of previously amplified sequences.  Known as cross-contamination, this phenomenon represents a constant challenge to any lab using conventional PCR.  Managing these challenges is cumbersome and difficult to streamline.


Fluorogenic PCR (F-PCR) overcomes these drawbacks by making it possible for PCR to efficiently test large numbers of samples even when major laboratory facilities are not readily available.  A novel methodology, F-PCR allows quantitative and qualitative detection of specific nucleic acid sequences in a very sensitive, highly accurate and rapid fashion.



PURIVAXTM TECHNOLOGY


GeneThera has developed a large-scale process for highly purified and high viral titer Adenovirus and AAV recombinant vectors.  This technology enables GeneThera to develop Adenovirus and AAV based recombinant DNA vaccines for veterinary diseases and food pathogens.


GeneThera's PURIVAXTM is a multi-resin anion exchange chromatography system that dramatically improves biological purity and viral titer of recombinant Adenovirus and AAV vectors.  PURIVAXTM is intended to completely eliminate toxic side effects associated with adenoviruses and AAV vectors, thereby making it possible to develop highly immunogenic and safe recombinant DNA vaccines.  Importantly, recombinant DNA (rDNA) vaccine technology represents a powerful tool for an innovative vaccine design process known as "genetic immunization."


Recombinant Adenovirus (rAD) and AAV (rAAV) vectors are the ideal candidates for a gene delivery system.  These viruses can efficiently deliver genetic material to both dividing and non-dividing cells, thereby overcoming some of the obstacles encountered with first generation retroviral vectors.


Equally important, rAd and rAAV are engineered virus genomes that contain no viral gene.  One of the key features for rAd and rAAV is their ability to transduce a large variety of cells.  However, two technical challenges had to be overcome to fully utilize rAd and rAAV in the development of rDNA vaccines:


1.

lack of large scale purification system;

2.

low viral titer


Traditional technologies and first generation chromatography processes are inadequate both in terms of purity and yield.  And, due to the limitation of these purification technologies, adequate viral titers cannot be achieved.  The result is no efficient system to deliver immunogenic genetic sequences into cells.


This is the significance of GeneThera's PURIVAX TM, rAD and rAAV system for rDNA vaccine development.  Succinctly stated, it is designed to be able to achieve both high purity and high viral titer (up to 10e16 viral particles/eulate) based on its proprietary multi-resin anion exchange chromatography system.  GeneThera believes that biological contaminants such as endogenous retrovirus, bacterial, mycoplasma, non-specific nucleic acids, lipids, proteins, carbohydrates and endotoxins are eliminated during the purification process.



LIQUIDITY AND CAPITAL RESOURCES


The Company had a cash balance of $224 as of March 31, 2007. Accounts receivable as of March 31, 2007 was $15,284. It is estimated that it will require outside capital for the remainder of fiscal year 2007 for the commercialization of GeneThera's molecular assays as well as the development of their therapeutic vaccines. The Company intends to raise these funds by means of one or more private offerings of debt or equity securities or both and also generating revenue from Mexico.  Currently the company is in discussions with one group to obtain financing through either debt and/or equity.  No definitive agreements have been signed.  There are no guarantees whether the Company will be able to secure such a 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 significant additional funding in order to achieve our business plan .


Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights, competing technological and market developments, collaborative arrangements.  Additional capital will be required in order to attain such goals.  Such additional funds may not become available on acceptable terms and we cannot give any assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.



FORWARD-LOOKING AND CAUTIONARY STATEMENTS


Sections of this Form 10-QSB, including the Management's Discussion and Analysis or Plan of Operation, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995, as amended. 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,& quot; "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,

* 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.








ITEM 3. 4.

CONTROLS AND PROCEDURES.


As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures within the 90 days prior to the filing date of this report. These evaluations was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer are effective in timely alerting management to material information relating to us that is required to be included in our periodic SEC filings.

There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out our evaluation.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.



PART II - OTHER INFORMATION


Item 1.     Legal Proceedings


On or about July 23, 2004, Sisu Media sued the Company in Jefferson County District Court for breach of an alleged contract for website services for which the plaintiff seeks compensatory damages, plus costs, interest, and attorney’s fees in amounts to be determined at trial.

Trial was held on August 4, 2005, wherein the court determined that Sisu Media was entitled to compensation based only upon the breach of contract claim. Plaintiff’s claims in quantum meruit and for unjust enrichment were dismissed. The court also dismissed defendant GeneThera, Inc.’s claim of aiding and abetting a breach of fiduciary duty by third party. Entry of judgment was entered in favor of the plaintiff for approximatelyin the amount of $49,000.00. On February 9, 2006, the Company appealed this judgment and is waiting foron January 9, 2008, the AppealsAppellate Committee’s decision.

 On or about August 5, 2004, Gary Langstaff, Nick Wollner and Springloose.com, LLC sued the Companydecision was in Jefferson County District Court to gain access to corporate records and seeking an accounting, a declaratory judgment determining their status as shareholders, and alleging unpaid wages owed to Mr. Langstaff and Mr. Wollner as employees in the amountsfavor of $60,000.00 and $18,000.00 respectively, plus costs, interest, expert fees and attorney’s fees in amounts to be determined at trial. The trial date in July was vacated, to be reset upon notice based upon the plaintiffs’ counsel’s decision to possibly call GeneThera, Inc.’s counsel as an adverse witness at trial, thereby creating a conflict of interest for defense counsel, requiring him to withdraw from representation. GeneThera, Inc. retained other trial counsel. A new trial date was scheduled for May 16-19, 2006. The plaintiffs settled with the Company on May 12, 2006. On July 20, 2006, a Fairness Hearing was rescheduled to September 1st, 2006 in which the plaintiffs, Langstaff and Wollner, after a lengthy litigation and to avoid extensive accrual of legal fees on both parties, settled with GeneThera in the amount of 300,000 common stock shares each. GeneThera Florida agreed to issue 150,000 stock options or warrants to each plaintiff, Langstaff and Wollner. GeneThera consented to the entry of a judgment in the amount of $55,000, which represents the plaintiff’s legal fees from their counsel; Cage, Williams, Abelman & Layden, which filed a levy against them. Plaintiffs’ stock certificates were mailed to their legal counsel.

OR Surgical, Inc. sued GeneThera, Inc. to recover money and/or stock it claims was owed as the result of a business arrangement involving an equipment lease OR Surgical defaulted on the payments. The parties settled the matter without further litigation and OR Surgical was issued 40,000 shares instead of 75,000 shares the plaintiff wanted in March 2006.due to lack of adequate legal representation. An additional judgment of $6,237.31 was awarded for their attorney’s fees. The Company has not paid the abovementioned judgment(s).


On or about September 21,October 11, 2006, MAG Capital, a California Limited Liability Company (Mercator Momentum III, LP; Mercator Momentum Fund LP; Monarch Pointe Fund, Ltd; a British Virgin Islands Corporation), servedfiled litigation against GeneThera, Inc., a Florida corporation, GTI Corporate Transfer Agents, LLC, a Colorado limited liability company, Antonio Milici, an individual, Tannya L. Irizarry, and Laura Bryan, individuals with a Summons within the Federal Court, which was quashed. On October 11, 2006, the above entities filed Superior Court State Complaint against GeneThera et al. for breach of written contract. The remaining 4,600 preferred stock will not be converted due to the above claim from MAG Capital, which is demanding at least $638,888 for damages suffered by MAG Capital due to breach of written contract by failure to convert the shares; the Company’s breach of written contract for failure to register shares; specific performance; breach of written cont ract by failure to pay dividends; breach of fiduciary duty; conspiracy to induce GeneThera to breach statutory duties; and conversion and trover. The Company retained legal counsel from Mark A. Shoemaker, located in Long Beach, CA, who was highly recommended byShoemaker. In January 2008, MAG Capital dismissed the claims except the anticipatory breach of contract for which the Company’s Financial Advisor, Mr. Gary Rasmussen, who is also the primary beneficiary of Imperial Capital Holdings, LLC located in Costa Rica. It was exceedingly recommended by the primary beneficiary, Mr. Rasmussen, to open a line of credit for GeneThera, Inc. through his company, Imperial Capital Holdings, LLC. Although, Mr. Rasmussen’s name is not on the communications between Imperial and GeneThera, Inc., Maritza Sanabria, the Managing Director from Imperial notified the CAO of the Company that Mr. Rasmussen is the primary beneficiary of Imperial Capital Holdings, LLC. The Companylegal counsel filed a Form RW from the SEC requesting to withdraw the line of credit, which was granted on April 13, 2007. Mr. Rasmussen was the individual who generated the letteran appeal dated April 25, 2006 to the Plaintiffs concerning their erred calculations on the ownership of their GTHA shares; Rasmussen, through the CAO of the Company, was also the one who requested copies of the original brokerage statements from the Plaintiffs on their GTHA trading activities to reflect “Mercator Group and related parties is considered to be an “Affiliate,” as defined under current SEC regulations.” Rasmussen also requested for the Plaintiffs to correct the error in their SEC filings Schedule 13G filed on April 20th, 2006 for which MAG Capital failed to file promptly with the correct calculations. On November 16, 2006, the Company filed a Cross-Complaint for Declaratory Relief, Breach of Implied Covenant of Good Faith and Fair Dealing, Negligent Misrepresentation, Fraud, and Negligence against the Plaintiffs thanks to Mr. Rasmussen’s knowledge of securities.February 19, 2008.


Item 2.     Changes in Securities


None.


Item 3.     Defaults upon Senior Securities


No defaults upon senior securities.


Item 4.     Submission of Matters to a Vote of Security Holders


No matters were submitted to a vote of security holders as of March 31, 2007.2008.  


Item 5.     Other Information


None.


Item 6.     Exhibits and Reports on Form 10-QSB.10-Q


(A)       Financial Statements


Reference is made to the financial statements listed on the Index to Financial Statements in this Form 10-QSB.10-Q.


(B)

Exhibits


A.1

(31.1) Certification pursuant to section 302 of the Sarbanes-Oxley act of 2002

A.2

(31.2) Certification pursuant to section 302 of the Sarbanes-Oxley act of 2002

             99.1(99.1)  Certification of the President and Chief Executive Officer

             99.2(99.2)  Certification of the Chief Financial Officer


Signatures


Pursuant to the requirements of the Securities Act of 1933 the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Wheat Ridge, Colorado on this 14th20th day of May, 2007.

GENETHERA,2008.GENETHERA, INC.

By:  

/s/ Antonio Milici

Name:   Antonio Milici
Title:  President and Chief Executive Officer



Pursuant to the requirements of the Securities Act of 1933 this Registration Statement has been signed by the following persons in the capacities indicated on May 14,20, 2007:

Signature

Title(s)


/s/ Antonio Milici

Antonio Milici


President, Chief Executive Officer and Director
(principal executive officer)


/s/ Tannya L Irizarry
Tannya L Irizarry


Chief Financial Officer (Interim)

/s/ Thomas Slaga

Thomas Slaga

 Director




EXHIBIT 31.1



                     CERTIFICATION PURSUANT TO SECTION 302

                        OF THE SARBANES-OXLEY ACT OF 2002


I, Antonio Milici, certify that:


1.   I have  reviewed  this Form 10-QSB for the fiscal quarter ended  March 31,

     2007 of GeneThera, Inc.;


2.   Based on my knowledge, this 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

     report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial

     information  included  in  this  report,  fairly  present  in all  material

     respects the financial  condition,  results of operations and cash flows of

     the small  business  issuer as of, and for,  the periods  presented in this

     report;


4.   The  small  business   issuer's  other   certifying   officer(s)and  I  are

     responsible  for  establishing  and  maintaining  disclosure  controls  and

     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for

     the small business issuer and have:


     a)   Designed  such  disclosure  controls  and  procedures,  or caused such

          disclosure   controls  and   procedures  to  be  designed   under  our

          supervision, to ensure that material information relating to the small

          business  issuer,  including its  consolidated  subsidiaries,  is made

          known to us by others within those entities,  particularly  during the

          period in which this report is being prepared;


     b)   Evaluated the effectiveness of the small business issuer's  disclosure

          controls and procedures  and presented in this report our  conclusions

          about the  effectiveness of the disclosure  controls and procedures as

          of the  end of the  period  covered  by  this  report  based  on  such

          evaluation; and


     c)   Disclosed  in this  report any change in the small  business  issuer's

          internal  control over financial  reporting  that occurred  during the

          small business issuer's most recent fiscal quarter (the small business

          issuer's  fourth fiscal  quarter in the case of an annual report) that

          has materially affected, or is reasonably likely to materially affect,

          the small business issuer's internal control over financial reporting;

          and


5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have

     disclosed,  based on our most recent  evaluation  of internal  control over

     financial reporting,  to the small business issuer's auditors and the audit

     committee of the small  business  issuer's  board of directors  (or persons

     performing the equivalent functions):


     a)   All significant  deficiencies and material weaknesses in the design or

          operation  of internal  control  over  financial  reporting  which are

          reasonably  likely to  adversely  affect the small  business  issuer's

          ability   to  record,   process,   summarize   and  report   financial

          information; and


     b)   Any fraud, whether or not material,  that involves management or other

          employees who have a significant  role in the small business  issuer's

          internal control over financial reporting.



Date:  May 14, 2007


/s/ Antonio Milici

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

Antonio Milici

President/Director



EXHIBIT 31.2



                     CERTIFICATION PURSUANT TO SECTION 302

                        OF THE SARBANES-OXLEY ACT OF 2002


I, Tannya L Irizarry, certify that:


1.   I have  reviewed  this Form 10-QSB for the fiscal year ended  March 31,

     2007 of GeneThera, Inc.;


2.   Based on my knowledge, this 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

     report;


3.   Based on my  knowledge,  the  financial  statements,  and  other  financial

     information  included  in  this  report,  fairly  present  in all  material

     respects the financial  condition,  results of operations and cash flows of

     the small  business  issuer as of, and for,  the periods  presented in this

     report;


4.   The  small  business   issuer's  other   certifying   officer(s)and  I  are

     responsible  for  establishing  and  maintaining  disclosure  controls  and

     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for

     the small business issuer and have:


     a)   Designed  such  disclosure  controls  and  procedures,  or caused such

          disclosure   controls  and   procedures  to  be  designed   under  our

          supervision, to ensure that material information relating to the small

          business  issuer,  including its  consolidated  subsidiaries,  is made

          known to us by others within those entities,  particularly  during the

          period in which this report is being prepared;


     b)   Evaluated the effectiveness of the small business issuer's  disclosure

          controls and procedures  and presented in this report our  conclusions

          about the  effectiveness of the disclosure  controls and procedures as

          of the  end of the  period  covered  by  this  report  based  on  such

          evaluation; and


     c)   Disclosed  in this  report any change in the small  business  issuer's

          internal  control over financial  reporting  that occurred  during the

          small business issuer's most recent fiscal quarter (the small business

          issuer's  fourth fiscal  quarter in the case of an annual report) that

          has materially affected, or is reasonably likely to materially affect,

          the small business issuer's internal control over financial reporting;

          and


5.   The  small  business  issuer's  other  certifying  officer(s)  and  I  have

     disclosed,  based on our most recent  evaluation  of internal  control over

     financial reporting,  to the small business issuer's auditors and the audit

     committee of the small  business  issuer's  board of directors  (or persons

     performing the equivalent functions):


     a)   All significant  deficiencies and material weaknesses in the design or

          operation  of internal  control  over  financial  reporting  which are

          reasonably  likely to  adversely  affect the small  business  issuer's

          ability   to  record,   process,   summarize   and  report   financial

          information; and


     b)   Any fraud, whether or not material,  that involves management or other

          employees who have a significant  role in the small business  issuer's

          internal control over financial reporting.



Date:  May 14, 2007




/s/ Tannya L. Irizarry

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

Tannya L. Irizarry

Chief Financial Officer (Interim)







Exhibit 99.1


            CERTIFICATION OF CHIEF EXECUTIVE OFFICER

               PURSUANT TO 18 U.S.C. SECTION 1350,

               AS ADOPTED PURSUANT TO SECTION 906

               OF THE SARBANES-OXLEY ACT OF 2002


I, Antonio Milici, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of GeneThera, Inc. for the quarterly period ended March 31, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.



By:       /s/  Antonio Milici

Name:    Antonio Milici

Title:   Chief Executive Officer

Date:    May 14, 2007


Exhibit 99.2


            CERTIFICATION OF CHIEF FINANCIAL OFFICER

               PURSUANT TO 18 U.S.C. SECTION 1350,

               AS ADOPTED PURSUANT TO SECTION 906

               OF THE SARBANES-OXLEY ACT OF 2002


I, Steven M. Grubner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-QSB of GeneThera, Inc. for the quarterly period ended March 31, 2007, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-QSB fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.



By:       /s/  Tannya L Irizarry

Name:    Tannya L Irizarry

Title:   Chief Financial Officer (Interim)

Date:    May 14, 2007