GENETHERA INC - Quarter Report: 2006 December (Form 10-Q)

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED

MARCH 31, 2007

Unaudited

GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2007

Unaudited

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

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

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

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

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

GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2007

unaudited

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.

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued SFAS No. 141, Business Combinations, which establishes revised standards 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 adoption of this pronouncement on July 1, 2001 did not have a material effect on the Company's financial position, results of operations or liquidity.

GENETHERA, INC. AND SUBSIDIARY

A DEVELOPMENT STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2007

unaudited

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

  643,084  

727,428

Less accumulated depreciation

(382,664)    

$344,764  

Depreciation expense for the three months ended March 31, 2007 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, 2007

unaudited

NOTE 5

STOCKHOLDERS’ EQUITY

Common Stock

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

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

In March 2007, the Company issued 836,500 shares valued at $40,960 to consulting services of operations and resulted in an immediate charge to operations.

As of March 31, 2007, there were 37,811,236 shares of our common stock issued and outstanding.  

Preferred Stock

As of March 31, 2007, there were 4,600 shares of our Series A, Convertible Preferred Stock (“Series A”) issued and outstanding, and 2,250,000 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 period ended March 31, 2007 and 2006, the Company showed operating losses of $219,751 and $145,993 respectively. The accompanying financial statements indicate that current liabilities exceed current assets by $1,503,637 for 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.

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 Plan of Operations

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

RESULTS OF OPERATIONS

Gross profits for the three-month period ended March 31, 2007 were $0 compared to $90,000 for the same period last year. Personnel (salaries) decreased from $94,450 for the prior three month period ending March 31, 2006 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. Professional expenses (consulting and professional fees) comparing the three month period ending March 31, 2007, to the three month period ending March 31, 2006, increased  from $0 to $46,801 with the increase attributable to the consultants throughout the quarter.

GENETHERA PLAN OF OPERATION

Background

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'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&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 will 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 two diagnostic testing laboratories 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 be 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 testing programs for somatic cell, viral and naked DNA-based gene therapies.  Our scientists have over eight 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.  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 PURIVAX^TM, 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 individual 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.  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 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 able 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 GES applied 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 involves 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.

PURIVAX^TM 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 PURIVAX^TM is a multi-resin anion exchange chromatography system that dramatically improves biological purity and viral titer of recombinant Adenovirus and AAV vectors.  PURIVAX^TM 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," "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. 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 approximately $49,000.00. On February 9, 2006, the Company appealed this judgment and is waiting for the Appeals Committee’s decision.

 On or about August 5, 2004, Gary Langstaff, Nick Wollner and Springloose.com, LLC sued the Company 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 amounts 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.

On or about September 21, 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), served 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 with 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 contract 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 by 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 Company 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 letter 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.

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.  

Item 5.     Other Information

None.

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

(A)       Financial Statements

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

(B)

Exhibits

A.1

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

A.2

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

             99.1     Certification of the President and Chief Executive Officer

             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 14th day of May, 2007.

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, 2007:

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