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EX-32.2 - EXHIBIT 322 - GENETHERA INCexhibit322_ex32z2.htm
EX-31.2 - EXHIBIT 312 - GENETHERA INCexhibit312_ex31z2.htm
EX-32.1 - EXHIBIT 321 - GENETHERA INCexhibit321_ex32z1.htm
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EX-31.1 - EXHIBIT 311 - GENETHERA INCexhibit311_ex31z1.htm

GeneThera, Inc.

Consolidated Balance Sheets

(Unaudited)


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 September 30, 2012


Commission File No. 000-27237

[genethera9302012_10q002.gif]







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. 103rd 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: 24,960,596 Shares of $.001 par value Common Stock outstanding as of September 30, 2012 and Series A 4,600 Shares, and Series B 15,410,000 shares of $.001 par value Preferred Stock outstanding as of November 19, 2012.




2


GeneThera, Inc.

Consolidated Balance Sheets

(Unaudited)





 

 

September 30,

 

 

December 31,

 

 

2012

 

 

2011

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

 $           3,552

 

 

 $           1,436

Receivable-related party

 

               3,894

 

 

              3,765

Total current assets

 

               7,446

 

 

              5,201

Property and equipment

 

 

 

 

 

Office and laboratory equipment and leasehold improvements

 

       1,168,441

 

 

         766,851

Less: Accumulated depreciation

 

        (743,669)

 

 

        (729,237)

Total property and equipment, net

 

          424,772

 

 

            37,614

Other assets

 

               7,000

 

 

              7,000

TOTAL ASSETS

 

 $       439,218

 

 

 $        49,815

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

 $       968,267

 

 

 $      656,703

Accounts payable-related party

 

                        -

 

 

                 361

Accrued expenses

 

       2,032,873

 

 

      1,447,282

Notes payable

 

            10,800

 

 

            10,800

Convertible notes payable

 

          874,419

 

 

         307,220

Loan from shareholder

 

          645,419

 

 

         645,419

Total liabilities

 

       4,531,778

 

 

      3,067,785

 

 

 

 

 

 

Stockholders' deficit:

 

 

 

 

 

Series A preferred stock, par value $0.001 per share, 20,000,000

 

 

 

 

 

shares authorized, 4,600 shares and 4,600 shares issued and outstanding

 

 

 

 

 

as of   September 30, 2012 and December 31, 2011, respectively

 

                       5

 

 

                      5

Series B preferred stock, par value $0.001 per share, 30,000,000

 

 

 

 

 

shares authorized, 15,410,000 and 6,320,000 shares issued and outstanding

 

 

 

 

 

as of   September 30, 2012 and December 31, 2011, respectively

 

            15,410

 

 

            15,410

Common stock, par value $0.001 per share, 300,000,000

 

 

 

 

 

shares authorized, 24,960,596 and 21,865,913 shares issued and

 

 

 

 

 

outstanding as of December 31, 2011, and 2010, respectively

 

            24,960

 

 

            23,710

Additional paid-in capital

 

    17,504,332

 

 

    17,480,582

Deficit accumulated during the development stage

 

   (21,641,571)

 

 

  (20,555,008)

Total stockholders' deficit of Genethera, Inc.

 

     (4,096,864)

 

 

    (3,035,301)

Non-controlling interest

 

               4,304

 

 

            17,331

Total stockholders’ deficit

 

     (4,092,560)

 

 

    (3,017,970)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT

 

 $       439,218

 

 

 $        49,815


See accompanying notes to these unaudited consolidated financial statements.



2


GENETHERA, INC.

Consolidated Statements of Expenses

 (Unaudited)





 

 

Three

 

Three

 

Nine

 

Nine

 

 

Months

 

Months

 

Months

 

Months

 

 

Ended

 

Ended

 

Ended

 

Ended

 

 

September 30,

 

September 30,

 

September 30,

 

September 30,

 

 

2012

 

2011

 

2012

 

2011

Expenses

 

 

 

 

 

 

 

 

Consulting

 

$

 

$

26,451 

 

 

$

26,451 

General and administrative expenses

 

91,711 

 

483,991 

 

495,033 

 

663,138 

Payroll expenses

 

96,000 

 

69,750 

 

463,265 

 

209,250 

Depreciation

 

9,958 

 

663 

 

14,245 

 

1,986 

Laboratory expenses

 

43,248 

 

456 

 

121,069 

 

3,094 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

240,917 

 

581,311 

 

1,093,612 

 

903,919 

 

 

 

 

 

 

 

 

 

Loss from operations

 

(240,917)

 

(581,311)

 

(1,093,612)

 

(903,919)

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,376)

 

(1,072)

 

(5,550)

Foreign exchange loss

 

(4,906)

 

 

(4,906)

 

Total other expense

 

(4,906)

 

(1,376)

 

(5,978)

 

(5,550)

Net loss

 

$

(245,823)

 

$

(582,687)

 

$

(1,099,590)

 

$

(909,469)

 

 

 

 

 

 

 

 

 

Net loss attributable to non-controlling interest

 

$

(4,896)

 

$

 

$

(13,027)

 

$

Net loss attributable to Genethera, Inc.

 

$

(240,927)

 

$

(582,687)

 

$

(1,086,563)

 

$

(909,469)

Loss per common share - Basic and diluted

 

$

(0)

 

$

(0)

 

$

(0)

 

$

(0)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding -

 

 

 

 

 

 

 

 

Basic and diluted

 

24,960,596 

 

25,782,947 

 

24,928,662 

 

24,153,189 



See accompanying notes to these unaudited consolidated financial statements.



3


GeneThera, Inc.

Consolidated Statements of Cash Flows

(Unaudited)





 

 

Nine Months Ended

 

Nine Months Ended

 

 

September 30,

 

September 30,

 

 

2012

 

2011

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

     Net loss

 

(1,099,590)

 

(909,469)

     Adjustments to reconcile net loss to net cash used

 

 

 

 

          in operating activities:

 

 

 

 

              Stock-based compensation

 

 

471,750 

              Depreciation expense

 

14,432 

 

1,986 

          Changes in assets and liabilities:

 

 

 

 

               Prepaid expenses

 

 

(911)

               Account receivable- related party

 

3,499 

 

               Account payable related party

 

(361)

 

(31,513)

               Accounts payable and accrued expenses

 

540,936 

 

445,244 

 

 

 

 

 

             Net cash used in operating activities

 

(541,084)

 

(22,913)

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

      Cash paid for purchase of fixed assets

 

(44,093)

 

(5,791)

 

 

 

 

 

             Net cash used in investing  activities

 

(44,093)

 

(5,791)

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

              Proceeds from issuance of common stock

 

25,000 

 

28,810 

              Proceeds from convertible notes

 

567,199 

 

 

 

 

 

 

             Net cash provided by  financing activities

 

592,199 

 

28,810 

             Net effect of change in exchange rates

 

(4,906)

 

             Net increase in cash

 

2,116 

 

106 

 

 

 

 

 

CASH AT BEGINNING PERIOD

 

1,436 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

3,552 

 

113 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

     Cash paid for interest

 

 

     Cash paid for income taxes

 

 

 

 

 

 

 

 

 

 

 

 

Noncash investing and financing

 

 

 

 

     Equipment purchased on account

 

356,219 

 

     Shares cancelled

 

 

1,397 

     Conversion of convertible notes payable to common stock

 

 

176,696 

     Related party transactions

 

 

1,265,088 



See accompanying notes to these unaudited consolidated financial statements.



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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.


Non-controlling Interest


Non-controlling interests are recorded for the entities that are consolidated but are not wholly owned by the Company.  Non-controlling 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 September 30, 2012, the Company owns 90%.


NOTE 3 – GOING CONCERN


As shown in the accompanying consolidated financial statements, GeneThera had an accumulated deficit and a working capital deficit as of September 30, 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.


NOTE 4 – RELATED PARTY TRANSACTIONS


The Company has an outstanding loan payable to Antonio Milici, its President and shareholder, amounting to $645,419 as of September 30, 2012 and December 31, 2011. This outstanding loan to the Company is unsecured and non-interest bearing.


The Company has accounts receivable from these related parties of $3,894 and $3,765 as of September 30, 2012 and December 31, 2011, respectively.

 

NOTE 5 – NOTES PAYABLE




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GeneThera, Inc.

Notes to Consolidated Financial Statements

(Unaudited)


On September 8, 2011, an investor agreed to invest a total of $1,000,000 on or before September 30, 2012, and was to receive 24,000,000 common shares upon the completion of such investment at a share price of $0.0416. To date, the investor has invested $874,419,  this has been invested in the form of convertible notes to date and the additional ‘bonus’ shares have not been issued or earned to date. The Company evaluated the embedded conversion features within the convertible debt under ASC 815 “Derivatives and Hedging” and determined the embedded conversion feature should be classified in equity.  


NOTE 6 – SHAREHOLDER’S EQUITY


Common stock


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




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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 SEPTEMBER 30, 2012, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2011


We did not generate any revenue for the three months ended September 30, 2012 and 2011.


We had total operating expenses of $240,917 for the three months ended September 30, 2012, compared to total operating expenses of $581,311 for the three months ended September 30, 2011, an decrease of $340,394 from the prior period.  The decrease in expenses was largely due to an decrease in general and administrative to $91,711 for the three months ended September 30, 2012, compared to $483,991 for the three months ended September 30, 2011, a decrease of $392,280 from the prior period, and an increase in laboratory expenses to $43,248 for the three months ended September 30, 2012, compared to $456 for the three months ended September 30, 2011, an increase of $42,792 from the prior period.


We had a net loss of $240,927 for the three months ended September 30, 2012, compared to a net loss of $582,687 for the three months ended September 30, 2011, a decrease of $341,760 from the prior period.




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FOR THE NINE MONTHS ENDED SEPTEMBER 31, 2012, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2011


We did not generate any revenues for the nine months ended September 30, 2012 and 2011.


We had total operating expenses of $1,093,612 for the nine months ended September 30, 2012, compared to total operating expenses of $903,919 for the nine months ended September 30, 2011, an increase of $189,693 from the prior period. The increase in expenses was largely due to an increase in payroll expense and laboratory expense to $584,334 for the nine months ended September 30, 2012, compared to $212,344 for the nine months ended September 30, 2011, an increase of $371,990 from the prior period.


We had a net loss of $1,086,563 for the nine months ended September 30, 2012, compared to a net loss of $909,469 for the nine months ended September 31, 2011.


LIQUIDITY AND CAPITAL RESOURCES


We had total assets as of September 30, 2012 of $439,218, which included cash of $3,552, accounts receivable related party of $3,894, net property and equipment of $424,772, and total other assets of $7,000.


We had total liabilities of $4,531,778 as of September 30, 2012, which included $968,267 of accounts payable, $2,032,873 of accrued expenses, $10,800 of notes payable, $874,419 of convertible notes payable and $645,419 of loan from shareholder.


We had negative working capital of $4,539,224 and a deficit accumulated during the development stage of $21,641,571.


We had net cash used in operating activities of $541,084 for the nine months ended September 30, 2012, which mainly included $1,099,590 of net loss largely offset by an increase of $540,936 of accounts payable and accrued liabilities.


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.

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



4




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 September 30, 2012, the above mentioned study hadn’t commenced; no amounts were paid and no equipment was donated to La UNAM.




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




4




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.





















4




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



4




Item 4. Mine Safety Disclosures


Not applicable.


Item 5. Other Information


None.


Item 6. Exhibits


Exhibit Number

Description of Exhibit

10.1*

Employment Agreement with Antonio Milici (CEO)

10.2*

Employment Agreement with Tannya L. Irizarry (CFO)

10.3(1)

Marketing and Sales Agreement with Nutrición Avanzada

10.4*

Agreement with National University Autonomous of Mexico

31.1*

Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101.INS*(#)

XBRL Instance Document

101.SCH*(#)

XBRL Schema Document

101.CAL*(#)

XBRL Calculation Linkbase Document

101.DEF*(#)

XBRL Definition Linkbase Document

101.LAB*(#)

XBRL Label Linkbase Document

101.PRE*(#)

XBRL Presentation Linkbase Document


* 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.

















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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)




November 19, 2012
































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