GENETHERA INC - Quarter Report: 2020 September (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the
Quarterly Period Ended September 30, 2020
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ______ TO _________
000-27237
Commission File
Number:
GeneThera,
Inc.
(Exact
name of registrant as Specified in its Charter)
Nevada
|
65-0622463
|
(State
or Other Jurisdiction of
|
(Internal
Revenue Service
|
Incorporation
or Organization)
|
Employer
Identification Number)
|
3051 W. 105th
Ave. #350251, Westminster, CO
|
80035
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(720) 587-5100
Securities
registered pursuant to Section 12(b) of the Exchange
Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange
Act:
Common Stock, $0.001 per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days. 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 ☒ No ☐
Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-Q
or any amendment to this Form 10-Q. Yes ☒ No
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
and accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of
“large accelerated
filer,” “accelerated filer” and
“smaller reporting
company” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
Emerging growth company ☐
|
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange
Act. Yes ☐ No ☒
State
the number of shares of the issuer’s common stock
outstanding, as of the latest practicable date: 24,071,255 shares
of common stock issued and outstanding as of November 16,
2020.
1
PART I – FINANCIAL INFORMATION
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Sections
of this Form 10-Q, including Business and Management's Discussion
and Analysis or Plan of Operation, contain "forward-looking
statements". These forward-looking statements are subject to risks
and uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different
from the results, performance or achievements expressed or implied
by the forward-looking statements. You should not unduly rely on
these statements. Forward-looking statements involve assumptions
and describe our plans, strategies, and expectations. You can
generally identify a forward-looking statement by words such as
may, will, should, would, could, plan, goal, potential, expect,
anticipate, estimate, believe, intend, project, and similar words
and variations thereof. This report contains forward-looking
statements that address, among other things:
|
*
|
Our
financing plans,
|
|
*
|
Regulatory
environments in which we operate or plan to operate,
and
|
|
*
|
Trends
affecting our financial condition or results of operations, the
impact of competition, the start-up of certain operations and
acquisition opportunities.
|
Factors,
risks, and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements
("Cautionary Statements") include, among others:
|
*
|
Our
ability to raise capital,
|
|
*
|
Our
ability to execute our business strategy in a very competitive
environment,
|
|
*
|
Our
degree of financial leverage, risks associated with our acquiring
and integrating companies into our own,
|
|
*
|
Risks
relating to rapidly developing technology, and regulatory
considerations,
|
|
*
|
Risks
related to international economies,
|
|
*
|
Risks
related to market acceptance and demand for our products and
services,
|
|
*
|
The
impact of competitive services and pricing, and
|
|
*
|
Other
risks referenced from time to time in our SEC filings.
|
All
subsequent written and oral forward-looking statements attributable
to us, or anyone acting on our behalf, are expressly qualified in
their entirety by the cautionary statements. We do not undertake
any obligations to publicly release any revisions to any
forward-looking statements to reflect events or circumstances after
the date of this report or to reflect unanticipated events that may
occur.
2
Item 1. Financial Statements.
GeneThera, Inc.
September 30, 2020
Index to the Condensed Consolidated Financial
Statements
|
|
|
|
|
|
|
|
|
|
3
GeneThera,
Inc.
Condensed Consolidated Balance Sheets
|
September
30, 2020
|
December
31, 2019
|
ASSETS
|
(unaudited)
|
|
Current
assets
|
|
|
Cash
|
$-
|
$5,309
|
Prepaid
expenses
|
12,323
|
-
|
Total current
assets
|
12,323
|
5,309
|
Property and
equipment
|
|
|
Automobile &
Trucks
|
26,400
|
26,400
|
Less: Accumulated
depreciation
|
(14,520)
|
(10,560)
|
Total property and
equipment, net
|
11,880
|
15,840
|
Other assets -
Deposit
|
-
|
-
|
TOTAL
ASSETS
|
$24,203
|
$21,149
|
|
|
|
LIABILITIES
& STOCKHOLDERS' DEFICIT
|
|
|
Current
liabilities
|
|
|
Accounts
payable
|
$81,070
|
$27,705
|
Accrued
expenses
|
6,672,079
|
6,092,364
|
Notes
payable
|
25,800
|
25,800
|
Convertible notes
payable, net of discount
|
54,500
|
54,500
|
Loan from
shareholder
|
710,221
|
741,778
|
|
|
|
Total
liabilities
|
7,543,670
|
6,942,147
|
|
|
|
Commitments
and Contingencies
|
-
|
-
|
Stockholders'
deficit:
|
|
|
Series A preferred
stock, par value $0.001 per share, 20,000,000 Shares authorized, 0
shares issued and outstanding, respectively
|
-
|
-
|
Series B preferred
stock, par value $0.001 per share, 30,000,000 shares authorized,
26,038,572 shares issued and outstanding, respectively
|
26,039
|
26,039
|
Common stock, par
value $0.001 per share, 300,000,000 shares authorized, 24,071,255
and 35,902,602 shares issued and outstanding,
respectively
|
24,071
|
35,904
|
Common stock to be
issued
|
53,572
|
53,572
|
Additional paid-in
capital
|
23,475,772
|
23,448,986
|
Accumulated
deficit
|
(31,098,925)
|
(30,485,499)
|
Total stockholders'
deficit of Genethera, Inc.
|
(7,519,470)
|
(6,920,998)
|
TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
|
$24,203
|
$21,149
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
4
GeneThera,
Inc.
|
Three
Months Ended
|
Nine
Months Ended
|
||
|
September
30,
|
September
30
|
||
|
2020
|
2019
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
Expenses
|
|
|
|
|
General and
administrative expenses
|
154,900
|
119,240
|
$255,028
|
$146,591
|
Payroll
expenses
|
116,500
|
116,500
|
349,500
|
349,500
|
Depreciation
|
1,320
|
1,390
|
3,960
|
3,960
|
Total operating
expenses
|
272,720
|
313,552
|
608,488
|
500,051
|
Loss from
operations
|
(272,720)
|
(313,552)
|
(608,488)
|
(500,051)
|
Other
expenses
|
|
|
|
|
Interest
expense
|
(1,646)
|
(36,053)
|
(4,938)
|
(28,536)
|
|
-
|
-
|
-
|
-
|
Total other
expense
|
(1,646)
|
(36,053)
|
(4,938)
|
(28,536)
|
Other
Income
|
|
|
|
|
Settlement
proceeds
|
-
|
250,083
|
-
|
250,083
|
Total other
Income
|
-
|
250,083
|
-
|
250,083
|
Net income (loss)
before income taxes
|
(274,366)
|
36,245
|
(613,426)
|
(278,504)
|
Provision for
income taxes
|
-
|
-
|
-
|
-
|
Net income
(loss)
|
(274,366)
|
36,245
|
$(613,426)
|
$(278,504)
|
Loss per common
share - Basic and diluted
|
(0.01)
|
0.00
|
$(0.02)
|
$(0.01)
|
Weighted average
common shares outstanding - Basic and diluted
|
36,030,002
|
38,197,887
|
36,030,002
|
38,197,887
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
5
GeneThera,
Inc.
Condensed Consolidated Statement of Stockholders’ Deficit
(unaudited)
Three Months Ended September 30, 2020
|
Series A Preferred
Stock
|
Series B Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
Stock to
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
be
Issued
|
Total
|
Balance
at June 30, 2020
|
-
|
$-
|
26,038,572
|
$26,039
|
35,902,602
|
$35,904
|
$23,448,986
|
$(30,824,559)
|
$53,572
|
$(7,260,058)
|
Net
income
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(274,366)
|
-
|
(274,366)
|
Stock issued for
services
|
|
|
|
|
1,095,381
|
1,095
|
13,859
|
|
|
14,954
|
Stock
issued
|
|
|
|
|
500,000
|
500
|
(500)
|
|
|
-
|
Stock
canceled
|
|
|
|
|
(13,426,728)
|
(13,427)
|
13,247
|
|
|
-
|
Balance
at September 30, 2020
|
-
|
$-
|
26,038,572
|
$26,039
|
24,071,255
|
$24,071
|
$23,475,772
|
$(31,098,925)
|
$53,572
|
$(7,519,470)
|
Three Months Ended September 30, 2019
|
Series A Preferred
Stock
|
Series B Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
Stock to
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
be
Issued
|
Total
|
Balance
at June 30, 2019
|
-
|
$-
|
26,038,572
|
$26,039
|
35,902,502
|
$35,904
|
$22,568,815
|
$(30,282,599)
|
$53,572
|
$(7,598,256)
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(259,412)
|
-
|
(259,412)
|
Balance
at September 30, 2019
|
-
|
$-
|
26,038,572
|
$26,039
|
35,902,502
|
$35,904
|
$22,568,815
|
$(30,542,011)
|
$53,572
|
$(7,857,669)
|
Nine Months Ended
September 30, 2020
|
Series A Preferred
Stock
|
Series B Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
Stock to
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
be
Issued
|
Total
|
Balance
at December 31, 2019
|
-
|
$-
|
26,038,572
|
$26,039
|
35,902,602
|
$35,904
|
$23,448,986
|
$(30,485,499)
|
$53,572
|
$(6,920,998)
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(613,426)
|
-
|
(613,426)
|
Stock issued for
services
|
|
|
|
|
1,095,381
|
1,095
|
13,859
|
|
|
14,954
|
Stock
issued
|
|
|
|
|
500,000
|
500
|
(500)
|
|
|
-
|
Stock
canceled
|
|
|
|
|
(13,426,728)
|
(13,427)
|
13,427
|
|
|
-
|
Balance
at September 30, 2020
|
-
|
$-
|
26,038,572
|
$26,039
|
24,071,255
|
$24,071
|
$23,475,772
|
$(31,098,925)
|
$53,572
|
$(7,519,470)
|
Nine Months Ended September 30, 2019
|
Series A Preferred
Stock
|
Series B Preferred
Stock
|
Common
Stock
|
Additional
Paid-In
|
Accumulated
|
Stock to
|
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
be
Issued
|
Total
|
Balance
at December 31, 2018
|
10,350
|
$12
|
26,038,572
|
$26,039
|
35,902,602
|
$35,904
|
$22,568,815
|
$(29,967,850)
|
$53,572
|
$(7,283,507)
|
Net
Loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(278,504)
|
-
|
(278,504)
|
Balance
at September 30, 2019
|
10,350
|
$12
|
26,038,572
|
$26,039
|
35,902,602
|
$35,904
|
$22,568,815
|
$(30,542,011)
|
$53,572
|
$(7,857,669)
|
See
accompanying notes to the unaudited condensed consolidated
financial statements.
6
GeneThera, Inc.
Condensed Consolidated Statements of Cash Flows
|
For
the Nine Months Ended
|
|
|
September
30,
|
|
|
2020
|
2019
|
|
(unaudited)
|
(unaudited)
|
Cash
flows from operating activities
|
|
|
Net
loss
|
$(613,426)
|
$(278,504)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
Stock-based
compensation
|
-
|
-
|
Amortization of
discount on debt
|
-
|
-
|
Depreciation and
amortization
|
3,960
|
3,960
|
Shares issued for
services
|
14,956
|
-
|
Changes in
operating assets and liabilities:
|
|
|
Prepaids
|
(12,323)
|
(1,249)
|
Deposit
|
-
|
12,000
|
Fixed
Assets
|
-
|
-
|
Accounts receivable
- related parties
|
-
|
-
|
Accounts payable
and accrued expenses - related parties
|
(31,556)
|
-
|
Accounts payable
and accrued expenses
|
633,080
|
398,853
|
Net
cash used in operating activities
|
(5,309)
|
135,060
|
|
|
|
Cash
flows from investing activities
|
|
|
Purchase of Fixed
Asset
|
-
|
-
|
Net
cash used in investing activities
|
-
|
-
|
|
|
|
Cash
flows from financing activities
|
|
|
Proceeds from
issuance of stock
|
-
|
-
|
Proceeds from notes
payable
|
-
|
-
|
Net advance from
related parties
|
-
|
-
|
Proceeds from
convertible notes
|
-
|
-
|
Net
cash provided by financing activities
|
-
|
-
|
|
|
|
Net
decrease (increase) in cash
|
(5,309)
|
135,060
|
Cash at
the beginning of the year
|
5,309
|
5,040
|
Cash
at the end of the year
|
$-
|
$140,100
|
See
accompanying notes to unaudited condensed consolidated financial
statements.
7
GENETHERA, INC.
September 30, 2020
Notes to the Condensed Consolidated Financial
Statements
(unaudited)
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,
the “Company”). The Company had a long-standing
research collaboration with GTI Research.
The
Company is a biotechnology company that develops molecular assays
and therapeutics for the detection and treatment for COVID-19 and
other zoonotic diseases.
Basis of Presentation – Unaudited Financial
Information
The
accompanying unaudited condensed consolidated financial statements
and related notes have been prepared in accordance with accounting
principles generally accepted in the United States of America
(“U.S. GAAP”) for interim financial information, and in
accordance with the rules and regulations of the United States
Securities and Exchange Commission (the “SEC”) with
respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required
by U.S. GAAP for complete financial statements. The unaudited
condensed consolidated financial statements furnished reflect all
adjustments (consisting of normal recurring accruals) which are, in
the opinion of management, necessary to a fair statement of the
results for the interim periods presented. Interim results are not
necessarily indicative of the results for the full year. These
unaudited condensed consolidated financial statements should be
read in conjunction with the consolidated financial statements of
the Company for the year ended December 31, 2019 and notes thereto
contained in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2019, as filed with the SEC.
Use of estimates
The
preparation of financial statements in accordance with U.S.
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. Certain prior
period amounts in the consolidated financial statements and
accompanying notes have been reclassified to conform to the current
period’s presentation.
Principles of consolidation
The
consolidated financial statements include the accounts of the
Company and its subsidiary. All intercompany accounts are
eliminated upon consolidation.
Cash and cash equivalents
Cash
equivalents are highly liquid investments with an original maturity
of three months or less.
Fair Value of Financial Instruments
For
purpose of this disclosure, the fair value of a financial
instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a
forced sale or liquidation. The carrying amount of the
Company’s short-term financial instruments approximates fair
value due to the relatively short period to maturity for these
instruments.
Property and equipment, net
Property
and equipment consist primarily of office and laboratory equipment,
leasehold improvements, vehicle, 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.
8
Fair Value Measurements
The
Company follows ASC 820-10 of the FASB Accounting Standards
Codification to measure the fair value of its financial instruments
and disclosures about fair value of its financial instruments. ASC
820-10 establishes a framework for measuring fair value in
accounting principles generally accepted in the United States of
America (U.S. GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair
value measurements and related disclosures, ASC 820-10 establishes
a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad levels.
The three (3) levels of fair value hierarchy defined by ASC 820-10
are described below:
Level
1
|
|
Quoted
market prices available in active markets for identical assets or
liabilities as of the reporting date.
|
|
|
|
Level
2
|
|
Pricing
inputs other than quoted prices in active markets included in Level
1, which are either directly or indirectly observable as of the
reporting date.
|
|
|
|
Level
3
|
|
Pricing
inputs that are generally unobservable inputs and not corroborated
by market data.
|
|
|
|
Financial
assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input
is unobservable.
The
fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities
and the lowest priority to unobservable inputs. If the inputs used
to measure the financial assets and liabilities fall within more
than one level described above, the categorization is based on the
lowest level input that is significant to the fair value
measurement of the instrument.
The
carrying amounts of the Company’s financial assets and
liabilities, such as cash, accounts receivable, inventory, prepaid
expenses and other current assets, accounts payable and accrued
expenses approximate their fair values because of the short
maturity of these instruments.
Transactions
involving related parties typically cannot be presumed to be
carried out on an arm’s-length basis, as the requisite
conditions of competitive, free-market dealings may not
exist.
Reclassifications
Certain
prior period amounts have been reclassified to conform to current
period presentation.
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
There
were no revenues as of September 30, 2020 and 2019,
respectively.
The
Company follows the FASB Accounting Standards Codification ASC 606
– Revenues from Contracts with Customers for revenue
recognition. The Company considers revenue realized or realizable
and earned when all the following criteria are met:
|
1)
|
identification
of the contract with a customer.
|
|
2)
|
identification
of the performance obligations in the contract.
|
|
3)
|
determination
of the transaction price.
|
|
4)
|
allocation
of the transaction price to the performance obligations in the
contract. and
|
|
5)
|
recognition
of revenue when or as a performance obligation is satisfied.
Revenue is recognized when each performance obligation is satisfied
by the entity. An estimate of the variable consideration or
performance obligations that an entity ultimately expects to be
entitled to is included in the transaction price, and revenue is
recognized upon satisfaction of the related performance
obligation(s). An implicit or explicit significant financing
component is taken into consideration. IP licenses must be
analyzed. Each contract with customers is analyzed for multiple
elements if any element must stand alone.
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9
Leases
The
lease agreement was terminated in April 2019. No right of use asset
and liability were recorded for this lease.
On
January 1, 2019, the Company adopted ASC 842 using the modified
retrospective approach and will recognize a right of use
(“ROU”) asset and liability in the consolidated balance
sheet when and if the Company enters into a qualifying lease
agreement.
At
contract inception, the Company determines whether an arrangement
is or contains a lease and whether the lease should be classified
as an operating or a financing lease. A contract is or contains a
lease if the contract conveys the right to control the use of the
identified asset for a period of time in exchange for
consideration. Control is determined based on the right to obtain
all of the economic benefits from use of the identified asset and
the right to direct the use of the identified asset. ROU assets for
operating leases represent the right to use an underlying asset for
the lease term, and operating lease liabilities represent the
obligation to make lease payments.
Lease
liabilities are recognized based on the present value of the future
minimum lease payments over the lease term at the commencement date
for leases exceeding 12 months. Minimum lease payments include only
the fixed lease component of the agreement, as well as any variable
rate payments that depend on an index, initially measured using the
index at the lease commencement date. Non-lease components are
accounted for separately from the fixed lease component for all
leases. Most of the Company’s leases do not provide an
implicit rate that can readily be determined. Therefore, the
applied discount rate is based on the Company’s incremental
borrowing rate, which is determined using its credit rating and
other information available as of the commencement date and is the
rate of interest it would have to pay on a collateralized basis to
borrow an amount equal to the lease payments under similar terms.
Lease terms may include options to renew, which the Company factors
into the determination of the lease term when it is reasonably
certain that the Company will exercise that option. The ROU asset
is measured at the initial amount of the lease liability adjusted
for lease payments made at or before the lease commencement date,
plus any initial direct costs incurred less any lease incentives
received.
Operating
lease expense is recognized on a straight-line basis over the lease
term and is included in “Cost of sales” and
“Selling, general and administrative” line items in the
Company’s consolidated statements of comprehensive income.
Leases with an initial term of 12 months or less are not recorded
on the balance sheet, and the expense for these short-term leases
is recognized on a straight-line basis over the lease
term.
The
Company monitors for events or changes in circumstances that
require a reassessment of its leases. When a reassessment results
in the premeasurement of a lease liability, a corresponding
adjustment is made to the carrying amount of the ROU asset unless
doing so would reduce the ROU asset to an amount less than zero, in
which case the remaining adjustment would be recorded in the
consolidated statements of comprehensive income.
The
Company leased laboratory space from GTIR. The lease agreement was
terminated in April 2019. No right of use asset and liability were
recorded for this lease.
Stock-Based Compensation
Stock-based
compensation is accounted for under FASB ASC Topic No. 718 –
Compensation – Stock
Compensation. The guidance requires recognition in the
financial statements of the cost of employee services received in
exchange for an award of equity instruments over the period the
employee is required to perform the services in exchange for the
award (presumptively the vesting period). The guidance also
requires measurement of the cost of employee services received in
exchange for an award based on the grant-date fair value of the
award. The Company accounts for non-employee share-based awards in
accordance with guidance related to equity instruments that are
issued to other than employees for acquisition, or in conjunction
with selling, goods or services.
Research and development costs
R&D
cost are currently expensed as incurred and primarily include cost
associated with R&D arrangements with external parties in
connection with the Company’s robotic technology
project.
Income taxes
Income
taxes are accounted for in accordance with the provisions of FASB
ASC Topic No. 740 - Income
Taxes. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date. Valuation
allowances are established, when necessary, to reduce deferred tax
assets to the amounts expected to be realized.
10
Basic and diluted net loss per common share
Basic
and diluted net loss per share calculations are presented in
accordance with FASB ASC Topic No. 260 – Earnings per Share and are calculated
on the basis of the weighted average number of common shares
outstanding during the period. Diluted per share calculations
includes the dilutive effect of common stock equivalents in years
with net income. As the Company is in
a loss position, any calculation of the dilutive effects of the
Company’s convertible securities would reduce the loss per
share amount, and, as such, the Company will not perform the
calculation.
Shipping and Handling Costs
The
Company accounts for shipping and handling fees in accordance with
paragraph 605-45-45-19 of the FASB Accounting Standards
Codification. While amounts charged to customers for shipping
products are included in revenues, the related costs are classified
in cost of revenue as incurred.
Shipping
and handling costs were $0 and $0 for the nine months ended
September 30, 2020 and 2019, respectively.
Recently issued accounting pronouncements
In
March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848):
Facilitation of the Effects of Reference Rate Reform on Financial
Reporting.” ASU 2020-04 provides optional expedients
and exceptions to account for contracts, hedging relationships and
other transactions that reference LIBOR or another reference rate
if certain criteria are met. The amendments of ASU No. 2020-04 are
effective immediately, as of March 12, 2020, and may be applied
prospectively to contract modifications made and hedging
relationships entered into on or before December 31, 2022. The
Company is evaluating the impact that the amendments of this
standard would have on the Company’s consolidated financial
statements
In
December 2019, the FASB issued ASU 2019-12, Income Taxes(Topic 740): “Simplifying
the Accounting for Income Taxes”, which is intended to
simplify the accounting for income taxes by removing certain
exceptions to the general principles in Topic 740 and by clarifying
and amending existing guidance to improve consistent application.
This ASU is effective for fiscal years, and interim periods within
those fiscal years, beginning after December 15, 2020. Early
adoption is permitted. Certain amendments within this ASU are
required to be applied on a retrospective basis, certain other
amendments are required to be applied on a modified retrospective
basis and all other amendments on a prospective basis. The Company
is currently evaluating the impact the adoption of this standard
will have on the consolidated financial statements.
Management
has evaluated all recent accounting pronouncements as issued by the
FASB in the form of Accounting Standards Updates
(“ASU”) through the date these financial statements
were available to be issued and found no recent accounting
pronouncements issued, but not yet effective accounting
pronouncements, when adopted, will have a material impact on the
financial statements of the Company.
Note 2- Going Concern
As
reflected in the accompanying consolidated financial statements,
the Company has an accumulated deficit of $31,098,925 and negative
working capital of $7,531,351 as of September 30, 2020. This raises
substantial doubt about the Company’s ability to continue as
a going concern. The Company’s 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.
Presently
the Company is considering ways to apply its molecular robotic
technology to address the COVID-19 pandemic. Management believes
that actions presently being taken to obtain additional funding and
implement its strategic plans provide the opportunity for the
Company to continue as a going concern.
Note 3 - Property and Equipment
As of
September 30, 2020, the Company had a vehicle with a net book value
of $11,880.
Note 4 – Related party transactions
The
Company has an outstanding loan payable and accrued interest to
Antonio Milici, its CEO and stockholder amounting to $673,092 as
September 30, 2020 and December 31, 2019, respectively. This
outstanding loan to the Company is unsecured and bears interest at
2.41%. The Company has an outstanding loan and accrued interest
payable to Tannya Irizarry, its interim CFO interim and
stockholder, amounting to $38,453 and $90,523 as September 30, 2020
and December 31, 2019, respectively. This outstanding loan to the
Company is unsecured and bears interest at 8%.
11
Tannya
Irizarry owns 50% interest in GTI Corporate Transfer Agents, LLC,
the Company’s transfer agent. During the nine months ended
September 30, 2020 and 2019, the Company made payments to GTI
Corporate Transfer Agents, LLC in the amounts of $30,261 and
$1,600, respectively.
The
Company had a lease with GTI Research, Inc. (“GTIR”),
the Company’s previous scientific robotic technology
collaborator, for conducting research and development activities on
the robotic technology development project. The lease terminated in
April 2019. No right of use asset of liability was recorded on the
balance sheet.
The
Company utilizes Elia Holding, LLC for construction and other
maintenance services to maintain the Company’s office and lab
space. Elia Holding, LLC is controlled by Rene Irizarry, former
spouse to the CFO. Costs incurred related to moving costs during
the nine month periods ended September 30, 2020 and 2019 were
$43,966 and $0, respectively.
Note 5 – Accrued expenses
The
Company’s accrued expenses consisted of the
following:
|
September 30,
2020
|
December 31,
2019
|
Accrued officer
salaries (see below)
|
$5,222,400
|
$4,872,900
|
Accrued
interest
|
254,602
|
192,895
|
Other
|
1,195,077
|
1,026,569
|
|
$6,672,079
|
$6,092,364
|
Note 6 – Convertible notes payable
The
Company’s issued convertible notes are due on demand, bearing
interest at an annual rate of 8%. The notes are convertible into
shares of Company common stock at a conversion price of $0.01 to
$0.05 per share. As of September 30, 2020, and December 31, 2019,
the total outstanding principal and interest is
$54,500.
As of
December 31, 2019, an analysis of the principal amount of
convertible notes payable that have elected conversion into common
stock amounted to $366,000. The Company’s transfer agent has
been constrained in its efforts to issue the common stock for these
convertible notes due to the noncompliance of the Company’s
filing requirements. The Company has ceased accruing interest on
these convertible notes but continues to accrue interest on the
remaining convertible notes of $54,500. The convertible notes that
have elected conversion without the stock being issued have been
included in ‘Accrued liabilities’ on the Balance
Sheet.
Note 7 - Shareholders’ equity
Preferred Stock
The
Company has authorized 20,000,000 shares of Series A Preferred
Stock, $.001 par value, and 30,000,000 shares of Series B Preferred
Stock, $.001 par value.
As of
September 30, 2020, and December 31, 2019, the Company had 0 shares
of Series A Preferred Stock issued and outstanding,
respectively.
As of
September 30, 2020, and December 31, 2019, the Company had
26,038,572 shares of Series B Preferred Stock issued and
outstanding, respectively.
Common stock
The
Company has authorized 300,000,000 shares of its common stock,
$.001 par value. The Company had issued and outstanding 24,071,255
and 35,902,602 shares as of September 30, 2020 and December 31,
2019, respectively.
On July
14, 2020 the Company issued 500,000 shares of common stock to a
shareholder’s heir that had previously been
canceled.
On
August 11, 2020 the Company issued 100,000 shares of common stock
to a director of the Company for services valued at $5,000 and
expensed accordingly.
On
September 30, 2020 the Company issued 995,381 shares of common
stock for consulting and marketing to a third party. The stock
issuance was valued at $9,954 and expensed
accordingly.
12
On
September 30, 2020 the Company canceled 13,426,728 shares of common
stock issued for various reasons including but not limited to
nonperformance of contracts, dissolution of the stockholders entity
and other causes.
Note 8 – Commitments
Employment Agreements
In
2017, the Company entered into five-year employment agreements with
its chief executive and scientific officer and its chief
administrative and financial officer. The agreements provide for
compensation of $21,500 and $17,333 per month, respectively, and
expires on January 31, 2022.
The
agreements also provide for an aggregate bonus of $135,000 to be
paid in Series B Preferred stock in March of each year of the
agreement. There are not enough authorized shares to continue
issuing the $135,000 worth of Series B Preferred stock, thus,
beginning in 2019, the $135,000 was included as in the total
payroll accrual.
Office Space Lease
The
Company has a temporary office space. The lease term does not
warrant the establishment of a right of use asset or liability. No
asset or liability has been recorded on the balance
sheet.
On
April 3, 2020, GeneThera entered into a preliminary agreement with
Green RV Storage LLC for the purchase of a 16,000 square foot
building located in the planned Northwest 36 Biotechnology Center
in Broomfield, Colorado. The new state of the art facility will be
the Company administrative and R&D facility. The development is
scheduled to be completed in fall of 2021.
Note 9 – Subsequent events
The
impact of COVID-19 on the Company is unknown at this time. The
financial consequences of this situation cause uncertainty as to
the future and its effects on the economy and the
Company.
Presently
the Company is considering ways to apply its molecular robotic
technology to address the COVID-19 pandemic.
As of
September 30, 2020, no additional conversions of convertible notes
have occurred, and no new convertible notes have been
issued.
On
August 11, 2020 the Company entered into a license agreement with
Eqvista, Inc. to digitize the Company’s common stock
certificates and records for their beneficiary owners.
On
August 31, 2020 the Company entered into a consulting agreement
with North Equities, Inc. as a public relations entity to focus on
social media and client outreach strategist.
On
October 21, 2020 the Company entered into a consulting agreement
with Free Mind Group, LLC to access non-dilutive funding sources
and to prepare and file award applications for research and
development on funding opportunities, including but not limited to
the Federal sources such as NIH, BARDA, DOD and private
foundations.
13
ITEM 2.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
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,” “plans,”
“goal,” “potential,” “expect,”
“anticipate,” “estimate,”
“believe,” “intent,” “project,”
and similar words and variations thereof. This report contains
forward-looking statements that address, among other
things,
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*
|
Our
financing plans
|
|
*
|
Regulatory
environments in which we operate or plan to operate
|
|
*
|
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
|
|
*
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The
impact of competitive services and pricing
|
|
*
|
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.
You
should read the following discussion of our results and plan of
operation in conjunction with the consolidated financial statements
and the notes thereto appearing elsewhere in this Form 10-Q.
Statements in this Management’s Discussion and Analysis or
Plan of Operation that are not statements of historical or current
objective fact are “forward-looking
statements.”
14
OVERVIEW
We have
developed proprietary diagnostic assays for use in the agricultural
and veterinary markets. Specific assays for Chronic Wasting Disease
(CWD) (among elk and deer) and Mad Cow Disease (among cattle) have
been developed and are available currently on a limited basis. E.
coli (predominantly cattle) and Johne’s disease
(predominantly cattle and bison) diagnostics are in development. We
are also working on vaccine solutions to meet the growing demands
of today’s veterinary industry and tomorrow’s
agriculture and healthcare industries. The Company is organized and
operated both to continually apply its scientific research to more
effective management of diseases and, in so doing, realize the
commercial potential of molecular biotechnology.
Our
business model is based on the development of a proprietary
Molecular Robotic/AI Laboratory Platform (“MORAP”),
which would combine the use of advanced robotic laboratory systems
integrated with AI software systems on a global scale. Upon
development, MORAP would encompass a nationwide network of
interactive molecular laboratories operated using advanced
integrated robotic and machine learning cloud-based software
systems, which would be able to share data and interact with each
other. We believe MORAP would be capable of processing millions of
samples and collecting, storing and analyzing data. We believe that
MORAP nationwide communications network could be accomplished
through advanced cloud-based software systems, machine learning and
Internet-of-Things (IoT) networks. Upon development, MORAP could be
readily replicated and scaled utilizing identical instrumentation
and software.
We have
not generated significant operating revenue as of September 30,
2020. Our ability to generate substantial operating revenue will
depend on our ability to develop and obtain approval for molecular
assays and developing therapeutic vaccines for the detection and
prevention of food contaminating pathogens, veterinary diseases,
and diseases affecting human health.
We will
require significant additional funding in order to achieve our
business plan. Over the next 12 months, in order to have the
capability of achieving our business plan, we believe that we will
require at least $40,000,000 in additional funding. We will attempt
to raise these funds by both means of one or more private offerings
of debt or equity securities. In such events, we may need immediate
additional funding. Our capital requirements will depend on many
factors including, but not limited to, the timing of further
development of assays to detect the presence of infectious disease
from the blood of live animals, our hiring of additional personnel,
the applications for, and receipt of, regulatory approvals for any
veterinary vaccines that we may develop, and other factors. Our
ability to raise capital will increase our ability to implement our
business plan.
Our
independent auditors have expressed substantial doubt about our
ability to continue as a going concern in their report on our
consolidated financial statements as of September 30, 2020 and
2019. For the nine months ended September 30, 2020 and 2019,
our operating losses were $608,488 and $500,051, respectively.
Our current liabilities exceeded current assets by $7,531,351
as of September 30, 2020.
Although,
we completed an equity financing with gross proceeds of
approximately $1.1 million in 2005, we will require significant
additional funding in order to achieve our business plan.
Over the next 12 months, in order to have the capability of
achieving our business plan, we believe that we will require at
least $40,000,000 in additional funding. We will attempt to raise
these funds by both means of one or more private offerings of debt
or equity securities. In such events, we may need immediate
additional funding. Our capital requirements will depend on
many factors including, but not limited to, the timing of further
development of assays to detect the presence of infectious disease
from the blood of live animals, our hiring of additional personnel,
the applications for, and receipt of, regulatory approvals for any
veterinary vaccines that we may develop, and other factors.
Our ability to raise capital will increase our ability to
implement our business plan.
We also
expect to spend a significant amount of our capital on research and
development activities for commercialization relating to
development and vaccine design/development. When we are able to
develop assays for different diseases, we intend to formalize the
procedure into a commercial application through a series of
laboratories to be owned and operated by GeneThera. To date, we
have introduced our diagnostic solution for Chronic Wasting Disease
(CWD) and Mad Cow Disease on a very limited basis. We anticipate
that significant funds will be spent on research and development
throughout 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 robotic biotechnology field. We may be
successful in developing or validating any new assays and, when we
are successful in developing and validating any such assays, we may
be able to successfully commercialize them or earn profits from
sales of those assays. Furthermore, we may be able to design,
develop, or successfully commercialize vaccines as a result of our
research and development efforts.
RELATED PARTY TRANSACTIONS
The
Company has an outstanding loan payable and accrued interest to
Antonio Milici, its CEO and stockholder amounting to $673,092 as
September 30, 2020 and December 31, 2019, respectively. This
outstanding loan to the Company is unsecured and bears interest at
2.41%. The Company has an outstanding loan and accrued interest
payable to Tannya Irizarry, its CFO interim and stockholder,
amounting to $38,453 and $90,523 as of September 30, 2020 and
December 31, 2019, respectively. This outstanding loan to the
Company is unsecured and bears interest at 8%.
15
GTI
Corporate Transfer Agents, LLC is the Company’s transfer
agency. Michelle Torres Colón is the managing director
with a 50% ownership and/or interest. Tannya Irizarry is a board
member and also has a 50% ownership and/or interest. During the
nine months ended September 30, 2020, the Company paid GTI
Corporate Transfer Agents, LLC $30,261.
RECENTLY ISSUED ACCOUNTING STANDARDS
Management
has evaluated all recent accounting pronouncements as issued by the
FASB in the form of Accounting Standards Updates
(“ASU”) through the date these financial statements
were available to be issued and find no recent accounting
pronouncements that would have a material impact on the financial
statements of the Company.
EMPLOYEES
As of
September 30, 2020, we had a total of two full-time employees who
devoted substantial effort on our behalf. None of our employees are
represented by a collective bargaining unit. We entered into an
employment agreement with Antonio Milici, M.D., Ph.D., to serve as
our Chief Executive Officer and Chief Scientific Officer through
January 31, 2022. In consideration for his services, Dr. Milici
will receive a base salary of $258,000 per annum plus bonuses as
may be determined by the Board of Directors at its sole discretion.
As part of his employment agreement, Dr. Milici is subject to
non-disclosure and non-competition obligations and has transferred
to the Company all of his interests in any idea, concept,
technique, invention or written work. We also entered into an
employment agreement with Tannya L. Irizarry to serve as our Chief
Administrative Officer through January 31, 2022. Since May 2006,
Ms. Irizarry is also our Chief Financial Officer (Interim). Ms.
Irizarry’s base salary is $208,000 per annum. There are no
employee issues at this time.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2020 and 2019
The
company did not generate any revenue for the three months ended
September 30, 2020 and 2019.
The
company had total operating expenses of $272,720 for the three
months ended September 30, 2020, compared to total operating
expenses of $204,326 for the three months ended September 30, 2019,
an increase of $68,398 from the prior period. The increase is
essentially due to no operations during the current quarter and
moving expenses incurred.
We had
a net loss of $274,366 compared to a net profit of $36,245 for the
three months ended September 30, 2020 and 2019, respectively due to
net proceeds received by the Company of $254,000 in settlement of
the dispute with FOGT, LLC, which resulted in the net income for
the third quarter 2019.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 and 2019
The
company did not generate any revenue for the nine months ended
September 30, 2020 and 2019.
The
company had total operating expenses of $608,488 and $500,051 for
the nine months ended September 30, 2020 and 2019, respectively.
The increase of $108,437 is essentially due to no operations during
the current period, moving expenses and consulting expenses paid
for with stock.
We had
a net loss of $613,426 and $278,504 for the nine months ended
September 30, 2020 and 2019, respectively. The increase of $334,922
from the prior period essentially due to no operations in the
current period, and the one-time receipt of settlement funds of
approximately $250,000.
LIQUIDITY AND CAPITAL RESOURCES
As of
September 30, 2020, we had cash and cash equivalents of $0. We have
historically financed activities with cash from the private
placement of equity and debt securities and advances from related
parties. Our auditors have issued a going concern opinion. This
means that our auditors believe there is a substantial doubt that
we can continue as an on-going business for the next twelve months
unless we obtain additional capital to pay our bills. We have had
negligible revenues since inception and had an accumulated deficit
of $31,098,925 and negative working capital of $7,531,351 as of
September 30, 2020.
16
Our
current cash balance is not sufficient to fund our business
objectives and we will need significant additional capital over the
next 12-18 months in order to fund our planned operations.
Specifically, we intend to spend significant funds on completing
our robotic prototype system, validating and testing our products,
seeking necessary regulatory approvals and focusing on
international expansion. We will attempt to raise capital through
one or more private offerings of debt or equity securities or both.
We may not be able to secure the financing that we believe is
necessary to implement our strategic objectives and, even if
additional financing is secured, we may not achieve our strategic
objectives. As of the date of this report, we do not have any firm
commitments from any investors for any additional
funding.
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 assurance that any
additional funding that we do obtain will be sufficient to meet our
needs in the long term.
The
accompanying consolidated financial statements do not include any
adjustments to reflect the possible future effects on
recoverability and classification of liabilities that may result
from the outcome of this uncertainty. If we are unable to obtain
additional working capital, our business may fail. Accordingly, we
must raise cash from sources other than operations. To date, we
have financed our operations primarily through cash flow from
limited operations, augmented by cash proceeds from financing
activities, short-term borrowings and equity contributions by our
stockholders. We must raise cash to implement our projected plan of
operations. Failure to obtain capital to fund short-term and
long-term needs will likely result in the curtailment of our
operations or cessation of certain aspects of our business
strategy.
We had
total assets as of September 30, 2020 and 2019 of $24,203 and
$158,509, respectively which included the vehicle and prepaid
expenses of $12,323.
We had
total liabilities of $7,543,670 as of September 30, 2020, which
included $81,070 of accounts payable, $6,672,079 of accrued
liabilities, and $790,522 of notes and loans payable and other
liabilities.
We had
negative working capital of $7,531,349 and an accumulated deficit
of $31,098,925 as of September 30, 2020.
Net
cash used in operating activities for the nine months ended
September 30, 2020 was $5,309. The net loss for the nine months
ended September 30, 2020 and 2019 was $613,426 and $278,504,
respectively.
GOING CONCERN
Our
independent auditors have expressed substantial doubt about our
ability to continue as a going concern in their report on our
consolidated financial statements as of December 31, 2019. For the
nine months ended September 30, 2020 and 2019, our operating losses
were $613,426 and $500,051, respectively. Our current liabilities
exceeded current assets by $7,531,349 as of September 30,
2020.
It is
estimated that we will require outside capital for the remainder of
2020 and 2021 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. The Company
is still in discussions with one or two groups to obtain financing
through equity. No definitive agreements have been signed. There
are no guarantees whether the Company will be able to 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.
Presently
the Company is considering ways to apply its molecular robotic
technology to address the COVID-19 pandemic.
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.
17
The
accompanying consolidated financial statements do not include any
adjustments to reflect the possible future effects on
recoverability and classification of liabilities that may result
from the outcome of this uncertainty. If we are unable to obtain
additional working capital, our business may fail. Accordingly, we
must raise cash from sources other than operations. To date, we
have financed our operations primarily through cash flow from
limited operations, augmented by cash proceeds from financing
activities, short-term borrowings and equity contributions by our
stockholders. We must raise cash to implement our projected plan of
operations. Failure to obtain capital to fund short-term and
long-term needs will likely result in the curtailment of our
operations or cessation of certain aspects of our business
strategy.
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.
The
Company has no off-balance sheet commitments or
arrangements.
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.
(a) Evaluation of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out
an evaluation, with the participation of the Company’s
management, including the Company’s Principal Executive
Officer (“PEO”) and Principal Financial Officer
(“PFO”), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e)
under the Exchange Act) as of the end of the period covered by this
report. Based upon that evaluation, the Company’s PEO and PFO
concluded that the Company’s disclosure controls and
procedures were not effective to ensure that information required
to be disclosed by the Company in the reports that the Company
files or submits under the Exchange Act, is recorded, processed,
summarized and reported, within the time periods specified in the
SEC’s rules and forms, and that such information is
accumulated and communicated to the Company’s management,
including the Company’s PEO and PFO, as appropriate, to allow
timely decisions regarding required disclosure
(b) Changes in Internal Control over Financial
Reporting
There
were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have
materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
The
Company is committed to improving financial organization. As part
of this commitment, management and the Board perform reviews of the
Company’s policies and procedures as they relate to financial
reporting in an effort to mitigate future risks of potential
misstatements. The Company will continue to focus on developing and
documenting internal controls and procedures surrounding the
financial reporting process, primarily through the use of account
reconciliations, and supervision.
PART II - OTHER INFORMATION
ITEM 1.
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LEGAL PROCEEDINGS
|
Unless otherwise noted, these judgements are accrued in accounts
payable.
On
November 26, 2012, the Internal Revenue Service filed a Federal Tax
Lien in the amount of $1,275. The Company has not satisfied the
lien.
18
On
November 14, 2014, Litchfield Church Ranch, LLC filed a Summons in
Forcible Entry and Detainer against the Company after the owner was
unable to sell the building to us because he was upended for over
$800,000 in his mortgage. As per the Summons, the plaintiff claimed
$364,968.69 in past due rent. As per our accounting records, the
Company had $242,000 with the offer to purchase such property at
$1,850,000 plus scheduled payments for the past due rent. The
owner’s bank did not allow him to sell the property to the
Company and/or anyone. We went to mediation. The owner’s
legal team and our legal team settled for $115,000 with the
contingency to pay the goodwill amount of $15,000 by September 12,
2015. We did. The Company has an additional six months to complete
the remaining $100,000 settlement. 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. The mediator, a retired
judge, found in our favor. Therefore, the settlement was agreed
upon by both parties. The Company did not pay the settlement
agreement as of December 31, 2017 and default interest of 18% is
being accrued on the outstanding judgment balance. In July 2019,
Litchfield Church Ranch, LLC was dissolved. The Company claims that
no money is owed.
On
January 31, 2019, the Company went to arbitration against FOGT, LLC
for breaching their contract agreement. On March 9, 2019, the
Company’s legal team, received an emergency relief injunction
against FOGT, LLC for $25,000. Fredric Oeschger refused to pay. On
April 10, 2019, another emergency relief injunction was granted to
our Company. Fredric Oeschger refused to pay. On or before the end
of August 2019, the United States Second Circuit Appeals Court,
ordered FOGT, LLC and GeneThera, Inc. to have a mandatory
mediation. On September 3, 2019, FOGT, LLC and GeneThera Inc.
agreed to settle the case against FOGT for breach of contract. On
September 6, 2019, FOGT, LLC and GeneThera, Inc. reached a
settlement of $425,000. The legal team received $171,000 from this
settlement resulting in net proceeds to the Company of
approximately $254,000.
Item 1A.
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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 February 27, 2020 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
|
As of
November 16, 2020, the Company issued no new
securities.
Item 3.
|
Defaults upon Senior Securities
|
None.
Item 4:
|
Mine Safety Disclosures
|
Not
applicable.
Item 5:
|
Other Information
|
There
is no other information required to be disclosed under this item
which has not been previously disclosed.
19
Item 6:
|
Exhibits
|
Exhibit Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
20
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on November 16,
2020.
GeneThera,
Inc.
By:
|
/s/
Antonio Milici
|
|
Antonio
Milici, M.D., Ph.D.
|
|
President
|
|
(Principal
Executive Officer)
|
|
|
By:
|
/s/
Tannya L. Irizarry
|
|
Tannya
L. Irizarry
|
|
Chief
Financial Officer (Interim)
|
|
(Principal
Financial/Accounting Officer)
|
|
|
In
accordance with the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
/s/
Antonio Milici
|
|
President,
Director
|
|
11/16/20
|
Antonio
Milici, M.D., PhD.
|
|
|
|
|
|
|
|
|
|
/s/
Tannya L. Irizarry
|
|
Chief
Financial Officer (Interim)
|
|
11/16/20
|
Tannya
L Irizarry
|
|
|
|
|
21