Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Nov. 02, 2015 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | GENETHERA INC | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 30, 2015 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,017,110 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 36,610,636 | ||
Entity Public Float | $ 23,711 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | Q3 |
Statement of Financial Position
Statement of Financial Position - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Assets, Current | ||
Cash and Cash Equivalents, at Carrying Value | $ 172 | $ 94 |
Accounts Receivable, Net, Current | 276,002 | 15,330 |
Assets, Current | 276,174 | 15,424 |
Assets, Noncurrent | ||
Other Assets, Noncurrent | 115,120 | |
Assets | 396,792 | 15,424 |
Liabilities, Current | ||
Accounts Payable, Current | 245,656 | 1,245,105 |
AccountsPayableRelatedPartiesCurrent | 1,294,159 | 271,858 |
Accrued Liabilities, Current | 3,292,866 | 2,630,069 |
Notes Payable, Current | 10,800 | 10,800 |
ConvertibleNotesPayable | 1,170,487 | 951,161 |
Loans Payable, Current | 656,958 | 645,271 |
Liabilities, Current | 6,670,926 | 5,754,264 |
Liabilities, Noncurrent | ||
Liabilities | 6,670,926 | 5,754,264 |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | ||
Preferred Stock, Value, Issued | 15,415 | 15,415 |
Common Stock, Value, Issued | 36,611 | 34,473 |
Additional Paid in Capital, Common Stock | 18,441,512 | 18,160,622 |
Retained Earnings (Accumulated Deficit) | (24,767,672) | (23,949,350) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (6,274,134) | (5,738,840) |
Liabilities and Equity | $ 396,792 | $ 15,424 |
Statement of Financial Positio3
Statement of Financial Position - Parenthetical - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 36,610,636 | 34,473,056 |
Common Stock, Shares Outstanding | 36,610,636 | 34,473,056 |
Series A | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 4,600 | 4,600 |
Preferred Stock, Shares Outstanding | 4,600 | 4,600 |
Series B | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, Shares Issued | 15,410,000 | 6,320,000 |
Preferred Stock, Shares Outstanding | 15,410,000 | 6,320,000 |
Statement of Income
Statement of Income - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Expenses | ||||
Other Depreciation and Amortization | $ 80 | $ 3,414 | $ 240 | $ 10,242 |
General and Administrative Expense | 107,282 | 19,351 | 321,538 | 200,592 |
LaborAndRelatedExpense | 96,000 | 96,000 | 378,000 | 288,000 |
Operating Expenses | 203,362 | 118,765 | 699,778 | 498,834 |
Operating Income (Loss) | (203,362) | (118,765) | (699,778) | (498,834) |
Interest and Debt Expense | ||||
Interest Expense | 100,645 | 118,543 | 243 | |
Interest and Debt Expense | 100,645 | 118,543 | 243 | |
IncomeTaxExpenseBenefitContinuingOperationsAbstract | ||||
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | (304,007) | (118,765) | (818,321) | (499,077) |
Net Income (Loss) Attributable to Parent | (304,007) | (118,765) | (818,321) | (499,077) |
OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract | ||||
ComprehensiveIncomeNetOfTax | $ (304,007) | $ (118,765) | $ (818,321) | $ (499,077) |
Earnings Per Share | ||||
Earnings Per Share, Basic | $ (0.01) | $ 0 | $ (0.02) | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic | 37,067,158 | 33,448,909 | 34,988,189 | 32,482,911 |
Earnings Per Share, Diluted | $ (0.01) | $ 0 | $ (0.02) | $ (0.02) |
Weighted Average Number of Shares Outstanding, Diluted | 37,067,158 | 33,448,909 | 34,988,189 | 32,482,911 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (818,321) | $ (499,077) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Depreciation | 240 | 10,242 |
Employee Benefits and Share-based Compensation | 480,944 | 9,050 |
Other Noncash Income (Expense) | (78,175) | |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | (415,312) | (479,785) |
Increase (Decrease) in Operating Assets | ||
Increase Decrease In Receivables | (260,672) | |
Increase (Decrease) in Prepaid Expense and Other Assets | (4,500) | |
Increase (Decrease) in Other Operating Assets | ||
Increase (Decrease) in Operating Assets | (265,172) | |
Increase (Decrease) in Operating Liabilities | ||
Increase (Decrease) in Accounts Payable | 11,687 | |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | (352,808) | 395,885 |
Increase (Decrease) in Operating Capital | (341,121) | 395,885 |
Net Cash Provided by (Used in) Operating Activities | (1,021,605) | (83,900) |
Net Cash Provided by (Used in) Investing Activities | ||
Payments to Acquire Other Investments | (110,620) | |
Net Cash Provided by (Used in) Investing Activities | (110,620) | |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from (Repayments of) Notes Payable | 110,000 | |
Proceeds from (Repayments of) Related Party Debt | 1,022,303 | |
Proceeds from Issuance of Common Stock | 82,764 | |
Net Cash Provided by (Used in) Financing Activities | 1,132,303 | 82,764 |
Cash and Cash Equivalents, Period Increase (Decrease) | 78 | (1,136) |
Cash and Cash Equivalents, at Carrying Value | 94 | 1,331 |
Cash and Cash Equivalents, at Carrying Value | $ 172 | $ 195 |
Note 1 - Organization and Natur
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies | Note 1 Organization 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 preparation 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 the 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 Income taxes Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes 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 Fair value of financial instruments The carrying value of cash, accounts payable and accrued expenses approximates fair value due to the short term nature of these 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 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: · · · · · · · |
Substantial Doubt about Going C
Substantial Doubt about Going Concern | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Substantial Doubt about Going Concern | Note 2- Going Concern As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $24,767,672 and negative working capital of $6,410,435 as of September 30, 2015. This raises substantial doubt about the Companys ability to continue as a going concern. The Companys ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the 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. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Related Party Transactions Disclosure | Note 3 Related party transactions The Company has an outstanding loan payable, including interest, to Antonio Milici, its CEO and shareholder amounting to $649,159 and $645,271 as of September 30, 2015 and December 31, 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 recorded 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 liabilities due to related parties, including Setna Holdings LLC, Tannya Irizarry, and Elia 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, 2015 and December 31, 2014, respectively. During nine months ended September 30, 2015, the Company issued $366,000 of convertible promissory notes (see Note 5). The proceeds from these notes were managed by a subsidiary of Setna Holdings, a related party. 9/30/2015 12/31/2014 Antonio Milici $ 645159 $ 645,271 Investment Galtheron Molecular 110,000 0 Setna Holdings 1,183,541 0 Receivable Related parties 276,002 15,331 convertible notes setna holdings 366,000 0 |
Cost-method Investments, Descri
Cost-method Investments, Description | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Cost-method Investments, Description | Note 4 Investments During May 2015, the Company invested $110,000 in Galtheron Molecular Solutions (GMS), a Swiss entity. The Company is 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 9/30/2015 12/31/2014 Investment Galtheron Molecular 110000 0 |
Property, Plant and Equipment D
Property, Plant and Equipment Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Property, Plant and Equipment Disclosure | 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 five to seven years. Leasehold improvements are amortized over the shorter of their economic lives or lease terms. The companys property and equipment at September 30, 2015 and December 31, 2014 consisted of furniture, lab equipment, and computer software. As of September 30, 2015, the Company had construction in progress in the amount of $28,500 related to renovation of its lab space. Depreciation expense was $240 and $10,242 for the nine months ended September 30, 2015 and 2014, respectively. Expenditures for repairs and maintenance are expensed as incurred. 9/30/2015 12/31/2014 Construction in Process $ 28,500 $ - |
Debt Disclosure
Debt Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Debt Disclosure | Note 6 Convertible notes payable During nine months ended September 2015, 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 has 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. 9/30/2015 12/31/2014 Convertible notes $ 366,000 $ - Converted notes 69,026 - Number of shares 2,298,465 - |
Stockholders' Equity Note Discl
Stockholders' Equity Note Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Stockholders' Equity Note Disclosure | Note 7 - Shareholders equity Convertible preferred stock rights Preferred Stock (Series A) shall be convertible into Common Stock any time at the holders 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 Companys 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 be issued as of September 30, 2015 pursuant to convertible notes payable that were converted. 9/30/2015 12/31/2014 Shares issued for services $ 81,000 $ - Number of Shares issued for services 2,422,447 - |
Commitments and Contingencies D
Commitments and Contingencies Disclosure | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Commitments and Contingencies Disclosure | Note 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 the Company shall owe the judgment balance in the amount of $325,885 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Notes | |
Subsequent Events | Note 9 Subsequent events In late December 2015, the Company expects 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 Companys investment in Galtheron. During October 2015, the Company issued Subordinated Convertible Promissory notes in the aggregate amount of $30,960. |
Note 1 - Organization and Nat15
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Organization and Nature of Operations (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Organization and Nature of Operations | 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. |
Note 1 - Organization and Nat16
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Use of Estimates, Policy | Use of estimates The preparation 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. |
Note 1 - Organization and Nat17
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Cash and Cash Equivalents, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Cash and Cash Equivalents, Policy | Cash and cash equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. |
Note 1 - Organization and Nat18
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Property, Plant and Equipment, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Property, Plant and Equipment, Policy | 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. |
Note 1 - Organization and Nat19
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Revenue Recognition, Cargo and Freight, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Revenue Recognition, Cargo and Freight, Policy | 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. |
Note 1 - Organization and Nat20
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Disclosure of Compensation Related Costs, Share-based Payments (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Disclosure of Compensation Related Costs, Share-based Payments | Stock-Based Compensation Stock-based compensation is accounted for under FASB ASC Topic No. 718 Compensation Stock Compensation |
Note 1 - Organization and Nat21
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Income Tax, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Income Tax, Policy | Income taxes Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes |
Note 1 - Organization and Nat22
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Earnings Per Share, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Earnings Per Share, Policy | 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 |
Note 1 - Organization and Nat23
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: Fair Value Measurement, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
Fair Value Measurement, Policy | Fair value of financial instruments The carrying value of cash, accounts payable and accrued expenses approximates fair value due to the short term nature of these accounts. |
Note 1 - Organization and Nat24
Note 1 - Organization and Nature of Operations and Summary of Significant Accounting Policies: New Accounting Pronouncements, Policy (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Policies | |
New Accounting Pronouncements, Policy | 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 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: · · · · · · · |
Related Party Transactions Di25
Related Party Transactions Disclosure (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Details | ||
Antonio Milici | $ 645,159 | $ 645,271 |
Investment Galtheron Molecular | 110,000 | 0 |
Setna Holdings | 1,183,541 | 0 |
Receivable Related parties | 276,002 | 15,331 |
Convertible notes setna holdings | $ 366,000 | $ 0 |
Cost-method Investments, Desc26
Cost-method Investments, Description (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Details | ||
Investment Galtheron Molecular | $ 110,000 | $ 0 |
Property, Plant and Equipment27
Property, Plant and Equipment Disclosure (Details) | Sep. 30, 2015USD ($) |
Details | |
Inventory, Real Estate, Construction in Process | $ 28,500 |
Debt Disclosure (Details)
Debt Disclosure (Details) | Sep. 30, 2015USD ($) |
Details | |
Convertible notes | $ 366,000 |
Converted notes | 69,026 |
Number of shares | $ 2,298,465 |
Stockholders' Equity Note Dis29
Stockholders' Equity Note Disclosure (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Details | |
Shares issued for services | $ 81,000 |
Number of Shares issued for services | $ 2,422,447 |