GENETHERA INC - Quarter Report: 2014 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2014

Commission File No. 000-27237

GENETHERA, INC.

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

Nevada 65-0622463

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

Incorporation or Organization) Identification Number)

7577 W. 103^rd Ave. Suite 212, Westminster, CO 80021

(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (303) 439-2085

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [x] No [ ]

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 [ ]

Non-accelerated filer [ ] Smaller reporting company [x]

(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: 32,314,923 Shares of $.001 par value Common Stock outstanding as of June 30, 2014 and Series A 4,600 Shares, and Series B 19,760,000 shares of $.001 par value Preferred Stock outstanding as of Aug 14, 2014.

See accompanying notes to these unaudited consolidated financial statements.

See accompanying notes to these unaudited consolidated financial statements.

See accompanying notes to these unaudited consolidated financial statements.

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

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

The accompanying unaudited interim consolidated financial statements of GeneThera have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ending December 31, 2013, as reported in Form 10-K, have been omitted.

NOTE 2 – GOING CONCERN

As shown in the accompanying consolidated financial statements, GeneThera had an accumulated deficit and a working capital deficit as of June 30, 2014. These conditions raise substantial doubt as to GeneThera’s 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 GeneThera’s viability, through private or public equity offerings, and/or debt financing, and/or through the acquisition of new business or private ventures. The financial statements do not include any adjustments that might be necessary if GeneThera is unable to continue as a going concern.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable to Antonio Milici, its President and shareholder, amounting to $645,271 as of June 30, 2014 and December 31, 2013. Additional, the Company has an outstanding loan payable to Tannya L Irizarry, its Chief Financial Officer and shareholder, amounting to $172,471 as of June 30, 2014. These outstanding loans to the Company are unsecured and non-interest bearing.

The Company owes Setna Holdings, a related party $184,140 and $173,573 as of June 30, 2014 and December 31, 2013, respectively. The total is non-interest bearing and due on demand.

During six months ended June 30, 2014, the Company has signed total $65,000 convertible note (see Note 4), the proceed from these notes was managed by Setna Holdings, a related party. The Company has amounts receivable from Setna Holdings of $-0- and $15,000 as of June 30, 2014 and December 31, 2013.

NOTE 4 – SHAREHOLDER’S EQUITY

Common stock

On February 7, 2014, the Company signed a Convertible Note with Richard Dupuis Logging, Inc. in the amount of $10,000 with an 8% annual interest.

On April 21, 2014, the investor opted to do conversion to GTHR stock. On April 22, 2014, this amount is converted to 333,333 shares common stock at $0.03 per share with an 8% annual interest.

On March 18, 2014, the Company signed a Subordinated Convertible Promissory Note with Elliott’s Stone Work, LLC in the amount of $10,000 with an 8% annual interest. In July 2014, the investor opted to convert to common stock.

On April 8, 2014, the Company signed a Subordinated Convertible Promissory Note with Bruiser Investments, LLC in the amount of $10,000 with an 8% annual interest.

On April 10, 2014, the Company signed a Subordinated Convertible Promissory Note with Richard Dupuis Logging, Inc. in the amount of $15,000 with an 8% annual interest.

On April 22, 2014, a $15,000 note from Bruiser Investment dated December 11, 2013 with an 8% annual interest is converted to 500,000 shares common stock at $0.03 per share.

On April 22, 2014, a total of 6,514,967 shares were already issued to the Treasury.

On June 5, 2014, the Company signed a Subordinated Convertible Promissory Note with Douglas South, in the amount of $15,000 with an 8% annual interest.

On June 19, 2014, the Company signed a Convertible Promissory Note with Elliott’s Stone Work, LLC in the amount of $5,000 with an 8% annual interest.

NOTE 5 – SUBSEQUENT EVENT

On July 29, 2014, the Company signed a Convertible Promissory Note with MRH Holdings, LLC in the amount of $3,500 with an 8% annual interest.

On August 7, 2014, the Company signed a Convertible Promissory Note with Richard Dupuis Logging, Inc. in the amount of $5,000 with an 8% annual interest.

On August 19, 2014, Treasury Stock from the Company in the amount of 6,519,923 was issued to GTICTA.

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

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

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

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

* Our financing plans,

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

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

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

* Our ability to raise capital,

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

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

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

* Risks related to international economies,

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

* The impact of competitive services and pricing, and

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

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

RESULTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2014, COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2013

We did not generate any revenue for the six months ended June 30, 2014 and 2013.

We had total operating expenses of $380,069 for the six months ended June 30, 2014, compared to total operating expenses of $560,662 for the six months ended June 30, 2013, a decrease of $180,593 from the prior period. The decrease in expenses was largely due to a decrease in general and administrative expenses to $181,241 for the six months ended June 30, 2014, compared to $342,649 for the six months ended June 30, 2013, a decrease of $161,408 from the prior period.

We had a net loss of $380,069 for the six months ended June 30, 2014, compared to a net loss of $571,343 for the six months ended June 30, 2013, a decrease of $191,274 from the prior period.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets as of June 30, 2014 of $13,100, which included cash of $166, net property and equipment of $5,934, and total other assets of $7,000.

We had total liabilities of $5,650,681 as of June 30, 2014, which included $1,249,265 of accounts payable, $2,453,572 of accrued expenses, $10,800 of notes payable, $935,162 of convertible notes payable, $645,471 of loan from shareholder and $356,611 to related party.

We had negative working capital of $5,637,581 and a deficit accumulated of $23,783,348.

We had negative net cash used in operating activities of $43,124 for the six months ended June 30, 2014.

It is estimated that we will require outside capital for the remainder of 2014 for the commercialization of GeneThera molecular assays as well as the development of our therapeutic vaccines. The Company intends to raise these funds by means of one or more private offerings of debt or equity securities or both. 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 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, and 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.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders.

It is unfortunate that the Company has too many enemies from previous disgruntled consultants and their allies, which most likely have been attacking the Company in the open market. As we all know, the Company is in the penny stock category since 2004. Currently, the SEC and FINRA want to filter ALL the penny stock companies in order to eliminate these entities completely. These entities are now forcing all penny stock companies, which are less than a penny per stock value to be downgraded to pink sheets unless the financially challenged penny stock company pays $7,500 each year for the next two years. It’s supposedly a promotion. Afterwards, the fee will escalate to $10,000 per year payment to OTCMarkets, a private entity, in order for such penny stock ticker symbol to be reflected on the OTCXB exchange’s inept, but electronic system. Like this, the brokers are able to trade; see the daily activities of trades, others will be able to continue doing market manipulation; enemies will openly continue their tasks, and the joyful system of pump-and-dump the market of the penny stock companies, et al. will continue to be destroyed like they have done for the past 20 years and/or more. It is appalling to be part of the SEC governance and not have any protection from legalized thieves and shysters. The SEC wants to eliminate penny stock companies category. Perhaps, to clean up what the SEC has failed to protect. I believe that they think it is a necessary evil what we are facing with FINRA, the SEC and the OTCXB in order for the latter one to make millions of dollars and the rest; the SEC and FINRA to continue thinking that they are cleaning their system from non-disclosures, improper financial reporting, and worst of all, FINRA which thoroughly enjoys delisting these penny stock companies just for the hell of it since they all have failed their duty of protecting; not only the long term shareholders of such penny stock companies. Moreover, these entities are also making such penny stock companies look incompetent when they are not. The Company is planning to get out of the penny stock category soon. Nevertheless, we believe that ALL penny stock companies should fight their way out of this conniving, vicious, greedy cycle to avoid market value bloodshed while the SEC, FINRA and the OTCXB continues to salivate waiting to allegedly clean up their own mess while the OTC Market entity will receive millions of dollars earned by their deception to all the shareholders investing in penny stock companies. It is conniving, indeed. However, the Company and hopefully all the other penny stock companies will also succeed; one way or another. We ALL will.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective due to additional segregation of duties to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On June 29, 2007, the Internal Revenue Service filed a Federal Tax Lien at the Jefferson County Recorder in the State of Colorado in the amount of $1,983. The Company has not satisfied the judgment.

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

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

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

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

On September 23, 2010, Liberty Acquisitions filed a Civil Judgment at the Jefferson County Court in the State of Colorado in the amount of $3,300. The Company has not satisfied the judgment since the original amount was only $1,100.

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

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

On January 31, 2013, the Company had a judgment by default in the amount of $19,586. Laboratory equipment was arbitrarily and improperly seized from the Company premises. These equipment were not Company’s properties since were loaned to the Company as part of an ongoing research project. The Company strongly argues that the equipment was unlawfully removed from its facilities. The Company has retained a law firm to pursue litigations against all the parties that caused to illegally and arbitrarily seize the equipment without proper procedure or cause.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K, filed with the Commission on April 11, 2012 and investors are encouraged to review such risk factors prior to making an investment in the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

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

The Company claims an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuances did not involve a public offering, the recipients took the securities for investment and not resale, the Company took appropriate measures to restrict transfer, and the recipients were either (a) “accredited investors” and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On April 18, 2013, the Company, in error, issued restricted stock in lieu of cash invested during a binding Escrow Agreement, which was defaulted by Gold X Change, Inc. The issuance of restricted stock was cancelled as per the escrow agreement terms.

Item 6. Exhibits

* Attached hereto.

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

(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

GENETHERA, INC.

By: s/ Antonio Milici
Name: Antonio Milici
Title: President and Chief Executive Officer (Principal Executive Officer)

August 18, 2014

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Antonio Milici, certify that:

1. I have reviewed this Form 10-Q for the fiscal quarter ended June 30, 2014 of GeneThera, Inc.;

Date: August 18, 2014

/s/ Antonio Milici

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

Antonio Milici

President and Chief Executive Officer

(Principal Executive Officer)

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tannya L. Irizarry, certify that:

1. I have reviewed this Form 10-Q for the fiscal quarter ended June 30, 2014 of GeneThera, Inc.;

Date: August 18, 2014

/s/ Tannya L. Irizarry

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

Tannya L. Irizarry

Chief Financial Officer (Interim)

(Principal Financial/Accounting Officer)

Exhibit 32.1

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-Q of GeneThera, Inc. for the quarterly period ended June 30, 2014, 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-Q fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.

By: /s/ Antonio Milici

Name: Antonio Milici

Title: President and Chief Executive Officer (Principal Executive Officer)

Date: August 18, 2014

Exhibit 32.2

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, Tannya L. Irizarry, 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-Q of GeneThera, Inc. for the quarterly period ended June 30, 2014, 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-Q 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) (Principal Financial/Accounting Officer)

Date: August 18, 2014