PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

Page

GENETHERA, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

The consolidated financial statements include GeneThera, Inc., its wholly owned subsidiary GeneThera, Inc. (Colorado) and its 90% owned Mexico subsidiary, Applied Genetics S.A. de C.V. (“Applied Genetics”), (collectively “GeneThera” or the “Company”). On January 3, 2012, the Company obtained, at no additional cost to the Company, 40% of the shares of Applied Genetics in addition to 50% of the shares already owned by the Company.

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, 2011, as reported in Form 10-K, have been omitted.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reclassifications

Certain amounts in prior periods have been reclassified to conform to current period presentation.

Noncontrolling Interest

Noncontrolling interests are recorded for the entities that are consolidated but are not wholly owned by the Company.  Noncontrolling interest recorded in these Consolidated Financial Statements is comprised of 10% of the shares of Applied Genetics, the Company's subsidiary in Mexico, of which at March 31, 2012, the Company owns 90%.

New Accounting Pronouncements

The Company does not expect adoption of the new accounting pronouncements will have a material effect on the Company’s consolidated financial statements.

NOTE 3 – GOING CONCERN

As shown in the accompanying consolidated financial statements, GeneThera had an accumulated deficit and a working capital deficit as of March 31, 2012. 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.

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GENETHERA, INC.

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 4 – ACCRUED EXPENSES

Following is a detail of the Company’s accrued expenses as of March 31, 2012 and December 31, 2011:

NOTE 5 – RELATED PARTY TRANSACTIONS

The Company has an outstanding loan payable to Antonio Milici, its President and shareholder, amounting to $645,419 as of March 31, 2012 and 2011, respectively. This outstanding loan to the Company is unsecured and non-interest bearing.

As of March 31, 2012, the Company owed $5,548 to related parties for cash advances and expenses paid on behalf of the Company. At December 31, 2011, the Company had accounts receivable from these related parties of $3,765.

NOTE 6 – NOTES PAYABLE

On September 8, 2011, an investor agreed to invest a total of $1,000,000 on or before September 30, 2012, and is to receive 24,000,000 common shares upon the completion of such investment as additional consideration for such investment. To date, the investor has invested $479,329, including $172,109 during the three months ended March 31, 2012.  The $479,329 has been invested in the form of convertible notes to date and the additional ‘bonus’ shares have not been issued or earned to date.

NOTE 7 - SHAREHOLDERS’ EQUITY

Common stock

On January 7, 2012, the Company sold 1,250,000 common shares for $25,000 cash.

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Employment agreements

The Company entered into a new employment agreement, effective January 8, 2012, for a five year term with the Chief Executive Officer of the Company. In accordance with the agreement, the Company's Chief Executive Officer shall receive monthly compensation of $18,000 and a $24,000 signing bonus, however as no amounts have been paid under this agreement, these expenses have been recorded in accrued expenses in the consolidated balance sheet as of March 31, 2012.  The agreement also entitles the officer to receive $90,000 of the Company's stock in March of every year covered by the agreement.

Also, the Company entered into a new employment agreement, effective January 8, 2012, for a five year term with the Chief Financial Officer of the Company. Per the terms of the new agreement, the officer shall receive monthly compensation of $14,000, and a $14,000 signing bonus, however as no amounts have been paid under this

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GENETHERA, INC.

Notes to Consolidated Financial Statements

(Unaudited)

agreement, these expenses have been recorded in accrued expenses in the consolidated balance sheet as of March 31, 2012.  The agreement also entitles the officer to receive $45,000 of the Company's stock in March of every year covered by the agreement.

As of March 31, 2012, the Company had not issued the stock to the officers and recorded a $135,000 liability as accrued expense in its Consolidated Financial Statements.  

Applied Genetics marketing agreement with Nutrición Avanzada

On February 1, 2012, Applied Genetics, a 90% owned subsidiary of GeneThera, Inc., entered into a sales and marketing agreement with Nutrición Avanzada. According to the terms of the agreement, GeneThera, Inc., through its subsidiary Applied Genetics, granted Nutrición Avanzada the exclusive right to purchase, market, and distribute the GeneThera Field Collection System product in Mexico. Applied Genetics will pay Nutrición Avanzada a 30% commission of the total price of each product. The initial term of the agreement is for a period of one year.

Agreement with National University Autonomous of Mexico

On February 21, 2012, Applied Genetics, entered into an agreement with National University Autonomous of Mexico (“La Universidad Nacional Autonoma de Mexico” or “La UNAM”) to conduct a joint research (study) on validation and implementation of a system for detecting the presence of Paratuberculosis Microbacterium in cattle, sheep and goats. Pursuant to the terms of the agreement, La UNAM will provide Applied Genetics with laboratory facilities to conduct necessary clinical and diagnostic tests. La UNAM will also provide Applied Genetics with 200 animal blood samples to be used in the research. Applied Genetics, on its part, will finance the research for a period of no less than 24 months, provide necessary consumables and chemicals. Applied Genetics is also responsible for remuneration to La UNAM for additional services provided by technicians participating in the study. According to the terms of the agreements, Applied Genetics will pay for all the field and operating expenses related to the study and will donate La UNAM some of the research equipment, specified in the agreement. Upon completion of the study, the parties may publish the documents presenting academic interest derived from the study, provided they have the express authorization in writing by the other party, and on condition that the correspondents’ credits are recognized. In case that the work to be published is deemed to have a commercial interest, the parties to the research cannot proceed to its disclosure until the technology is duly protected.

As of March 31, 2012, the above mentioned study hadn’t commenced; no amounts were paid and no equipment was donated to La UNAM.

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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 THREE MONTHS ENDED MARCH 31, 2012, COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2011

We did not generate any revenues for the three months ended March 31, 2012 and 2011.

We had total operating expenses of $515,117 for the three months ended March 31, 2012, compared to total operating expenses of $143,601 for the three months ended March 31, 2011, an increase of $371,516 from the prior period. The increase in expenses was largely due to higher general and administrative and payroll expenses.

We had a net loss of $518,151 for the three months ended March 31, 2012, compared to a net loss of $145,192 for the three months ended March 31, 2011.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets as of March 31, 2012 of $50,494, which included cash of $8,716, property and equipment, net of $34,778, and total other assets of $7,000.

We had total liabilities of $3,561,615 as of March 31, 2012, which included $579,646 of accounts payable, $1,840,873 of accrued expenses, $10,800 of notes payable, $479,329 of convertible notes payable and $645,419 of loan from shareholder.

We had negative working capital of $3,552,899 and a deficit accumulated during the development stage of $21,069,329.

We had net cash used in operating activities of $190,336 for the three months ended March 31, 2012, which mainly included $518,151 of net loss largely offset by an increase of $316,534 of accounts payable and accrued expenses.

We had $197,109 of net cash provided by financing activities for the three months ended March 31, 2012, which was due to proceeds of $25,000 from sale of stock and $172,109 of proceeds from convertible notes.

It is estimated that we will require outside capital for the remainder of 2012 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 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, 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.

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 not designed at a reasonable assurance level and are not effective due to limited 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 6, 2006, the Internal Revenue Service filed a Federal Tax Lien at the Jefferson County Recorder in the State of Colorado in the amount of $29,321. The Company has not satisfied the judgment.

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 has not satisfied the judgment.

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 trip. The Company has not satisfied the judgment.

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.

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.

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 7, 2012, the Company issued 1,250,000 shares of its common stock for cash for total proceeds of $25,000.

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

None.

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)

May 16, 2012

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 March 31, 2012 of GeneThera, Inc.;

Date:  May 16, 2012

/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 March 31, 2012 of GeneThera, Inc.;

 Date:  May 16, 2012

/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 March 31, 2012, 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:    

May 16, 2012

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 March 31, 2012, 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:    

May 16, 2012