UNITED STATES SECURITIES AND EXCHANGE COMMISSION   WASHINGTON, D.C. 20549    FORM 10-K/A  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934    For the Fiscal Year Ended December 31, 2007  Commission File Number: 000-27237  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)    3930
Youngfield Street   Wheat
Ridge, Colorado 80033 (Address
of Principal Executive Offices) (Zip
Code)  Registrants telephone number, including area code:  (303)
463-6371  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, $0.001 per share  Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [X]  No
[  ]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act.  (Check one): Large
accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [
 ] Smaller reporting company [X]  Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act): Yes [  ]
 No [X]  Indicate by check mark if the registrant is a well-known seasoned
user, as defined in Rule 405 of the Securities Act. Yes [  ]
 No [X]  Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) if the Act. Yes [X]  No
[  ]  As of December 31, 2007, the registrant had 51,525,849 shares of
its common stock ($.001 par value) outstanding.  The number of warrants
outstanding as of December 31, 2007 was 597,826.  The issuers revenue for its
most recent fiscal year was $97,900.  The aggregate market value of
the issuers voting stock held by non-affiliates of the issuer as of December 31, 2007 was
$2,250,000.  PART
I.  ITEM 1. DESCRIPTION OF
BUSINESS  GeneThera, Inc. (we or the
Company), formerly known as Hand Brand Distribution, Inc., was incorporated in
November 1998, under the laws of the State or Florida.  We transferred our
state of incorporation under the laws of the State of Nevada in November 2007.
This corporate action was finalized in January 2008. No shareholder approval was
obtained for the transfer of our state of incorporation. The abovementioned
corporate action protected the best interest of our long-term shareholders
investments when our Charter in Florida was in jeopardy. Our main focus was to
guard their investment in GeneThera. Our Common Stock currently trades on the
Over-the-Counter Bulletin Board (OTC) under the symbol GTHA.  Our
executive offices are located at 3930 Youngfield Street, Wheat Ridge, Colorado
80033 and our telephone number is 303-463-6371.  For the fiscal year 2006 the
Company had one subsidiary, GeneThera, Inc., a Colorado corporation,
(GeneThera).  BUSINESS OVERVIEW  GeneThera, Inc., a Nevada
corporation, was formerly known as Hand Brand Distribution, Inc., and was
incorporated in November 1998 under the laws of the State of Florida.  In
November 2007, the Company commenced the transfer of their State of
Incorporation under the laws of the State of Nevada. It was finalized in January
2008.  The Company, without the approval from their shareholders, proceeded
to change the state of incorporation in order to protect the investments of
their long-term shareholders and its investors. The Company failed to file an
Information Statement on the Schedule 14C and a Current Report on Form 8-K to
notify the shareholders about the changes. The Company was rushed to incorporate
elsewhere due to its Charter being taken by another entity which had nothing to
do with GeneThera, Inc. It was a corporate action done under pressure. We thank
all the shareholders who noticed the purchase of our Charter and notified us
about it. We are not currently in any regulatory or clinical trials for any of
the tests we have developed to date. The molecular tests developed by GeneThera
are in a validation phase. We currently have no sales, marketing or distribution
capability. GeneThera has no plans, in the immediate future, to offer any
veterinary services in the United States.  Our independent auditors have
expressed some doubt about our ability to continue as a going concern in their
report on our consolidated financial statements for the fiscal year ended
December 31, 2007.  For the years ended December 31, 2007 and 2006, our
operating losses were $841,829 and $1,482,570, respectively.  Our current
liabilities exceeded current assets by $1,633,398 and $1,392,097 for the years
ended December 31, 2007 and 2006, respectively.  Up until 2002, GeneThera, Inc.
was a privately held Colorado corporation (GeneThera Colorado).  The
Board of Directors at that time determined it would be in the best interests of
the Company to become a publicly traded company in order to facilitate the
business goals and objectives of the Company.  That led to negotiations
with the Board of Hand Brand Distribution to effect a reverse acquisition.
 The negotiations were on an arms-length basis at the time and results in
the reverse acquisition being completed in October 2003 with the distribution of
shares to Dr. Milici for the acquisition from him of GeneThera, Inc.  A
total of 9,270,000 (after 2:1) shares were issued as consideration for the sale
of the private corporation.  GeneThera received all the assets of GeneThera
Colorado including all laboratory equipment, laboratory supplies, research and
development, processes, and intellectual property.  We are a biotechnology company
that develops molecular assays and is currently in the process of developing
therapeutic vaccines for the detection and prevention of food contaminating
pathogens, veterinary diseases, and diseases affecting human health.  We
are in the development stage and have not generated significant revenues since
our organization.  Since June 2005, we had research contracts with Xpention
Genetics, LLC for the development of a molecular test for early detection of
cancer in dogs and the development of a molecular test for early detection of
cancers in humans Stage 1.  GeneTheras business is based on its Integrated
Technology Platform (ITP) that combines a proprietary diagnostic solution called
Gene Expression System (GES) with PURIVAX, a highly efficient purification
technology. The first part of this platform is the ongoing development of
molecular diagnostic assays solutions using Real Time Fluorogenic Polymerase
Chain Reaction (F-PCR) technology to detect the presence of infectious disease
from the blood of live animals.  The second part of the ITP is the
development of therapeutic vaccines using RNA interference technology.  It
also allows for the efficient, effectives, and continuous testing, management
and treatment of animal populations.  These facts distinguish the
technology from any alternative testing and management methodology available to
agriculture today  all of which require the destruction of individual animals
and even entire herds.  Our testing and data analysis processes also allow
us not only to separate infected from clean animals, but also to gain knowledge
vital to development of preventative vaccines.  To date, GeneThera has
successfully developed the ability to detect Chronic Wasting Disease, a disease
affecting elk and deer in North America.  GeneThera has also successfully
developed an assay for the detection of Mad Cow Disease, a disease recently
found in the United States, but which has been in Europe for many years.
 Chronic Wasting Disease and Mad Cow Disease are both in the family of
diseases called Transmissible spongiform Encephalopathy (TSE).   BUSINESS MODEL  DESCRIPTION OF
TECHNOLOGIES  Summary.
 GeneTheras animal disease assay development business is based on its
Integrated Technology Platform (ITP) that combines a proprietary diagnostic
solution called Gene Expression System (GES) with PURIVAX, a highly
sophisticated purification system that removes contaminating particles from
biological fluids. The first part of this platform is the ongoing development of
molecular diagnostic assay solutions using real time Fluorogenic Polymerase
Chain Reaction (F-PCR) technology to detect the presence of infectious disease
from the blood of live animals.  The second part of the ITP is the
development of therapeutic vaccines using RNA interference technology.
 Interference RNA technology is a new technique that is based on the use of
short RNA sequences complementary to a specific target gene. Once the RNA
sequence binds to the gene, the gene is deactivated or silenced and no longer
able to produce the specific protein. It also allows for the efficient,
effective, and continuous testing, management and treatment of animal
populations.  These facts distinguish the technology from any alternative
testing and management methodology available to agriculture today  all of which
require the destruction of individual animals and even entire herds.  Our
testing and data analysis processes also allow us not only to separate infected
from clean animals, but also to gain knowledge vital to development of
preventative vaccines.  Each individual assay utilizes
the propriety Field collection System (FCS) for the collection and
transportation of blood samples to GeneTheras laboratory. This system consists
of two (2) tubes. A 5ml red cap tube containing 1ml anticoagulant solution and a
10ml white cap tube containing 2ml of a cell lysing and RNA extraction solution.
One (1) ml of blood is collected from the animal and added to the red cap tube
and then the entire content of the red cap tube is immediately transfer to the
white cap tube.  The FCS allows GeneThera to maintain the integrity of each
sample by the addition of specific reagents to test tubes contained in the
system.  GeneTheras FCS is designed to be an easy-to-use method of
gathering blood samples from harvested or domesticated animals.  It ensures
consistency of samples as well as increased assurance of each samples
integrity.  We are also continuing our
research to develop vaccines for Chronic Wasting Disease and Johnes disease.
 The Company will need the approval of the USDA before the vaccines can be
manufactured or sold.  The approval process for animal vaccines is
time-consuming and expensive.  We anticipate that such approval, if it is
obtained, may require more than $5 million and may require more than one year
for each vaccine for which approval is sought.  Currently, we do not have
the capital necessary to seek approval of any of our candidate vaccines, and we
cannot provide any assurance that we will be able to raise the capital necessary
for such approval on terms that are acceptable to us, if at all.  In
addition, even if we are successful in raising the capital necessary to seek
approval of any vaccine, there are no assurances that such an approval will be
granted, or if granted, whether we will be able to produce and sell such
vaccines following such an approval in commercial quantities or to make a profit
from such production and sales.  INTEGRATED TECHNOLOGY
PLATFORM (ITP)  GeneTheras integrated
technology platform is the foundation for fast-track rDNA vaccine development.
 At the present stage we are working on the development of a recombinant
DNA vaccine for transmissible spongiform encephalopathy (TSE) and Johnnes
disease.  Transmissible Spongiform Encephalopathy (TSE) is a group of
invariably fatal neurodegenerative diseases that include Scrapie in sheep,
Bovine Spongiform Encephalopathy (BSE) in cattle, Chronic Wasting Disease (CWD)
in elk and deer, and Kuru Disease and variant Creutzfeld-Jacob Disease (vGCD) in
humans.  The pathological effects of the disease occur predominantly in the
CNS (central nervous system) where the predominant hallmark is accumulation of
an abnormally folded isoform of the prion protein (PrPsc).  Johnnes
Disease is a chronic debilitating infectious disease of ruminants, characterized
by weight loss and, particularly in cattle, by profuse diarrhea.  The
casual agent is a bacterium, Mycobacterium avium subspecies paratuberculosis.
 Infected animals may show no sign of the disease until years after the
initial infection.  Johnes is a slow, progressive disease with worldwide
distribution.  Both vaccine developments are
in the in vitro or pre-clinical stage.  We expect to initiate
experimental animal studies for Johnnes disease in the next 12 months.  A
longer time frame (24 months) will be needed to initiate experimental animal
studies for TSE.  ITP combines the following technologies: 1) gene
expression technology or GES; 2) viral DNA purification technology or PURIVAX
technology; 3) genetically engineered Adenovirus(rAD) and recombinant Adeno
Associate Virus (rAAV) systems (vectors).  This integrated technology
platform yields fast-track vaccine development.  Leveraging its ITP,
GeneThera believes that it can develop a prototype vaccine within four to six
months versus the current standard of 18 to 24.  We estimate that the cost
to bring these vaccines to market is $2-5 million.  There is no assurance
that we will be able to raise the capital necessary to bring a vaccine to market
and if the capital is raised, that we will be able to over the government
regulations involved in bringing such a product to market.  The GES applied
modular unit system utilizes robotics and is based on nucleic acid extraction in
conjunction with F-PCR technology to develop gene expression assays.  Using
GES assays, vaccine efficacy can be measured quickly because it will be
unnecessary to wait for the antibody response to measure how well the vaccine is
working.  F-PCR will allow effective quantification of the precise number
of viral or bacterial genetic particles before, during and after vaccine
injection(s).  We anticipate that the more effective the vaccine is, the
stronger the decrease of the infectious disease particles will be.   GES
SYSTEM  GES is a proprietary assay
development system.  GES was developed in 2001.  To date, the system
has been used to develop our TSE molecular assay.  GES is a gene expression
system to be used solely in our laboratory and will not be marketed for
commercial sale.  The core of GES is Fluorogenic Polymerase Chain Reaction
technology (F-PCR).  GeneThera approaches the technical problems related to
the use of conventional PCR in molecular diagnostics via our modular unit
concept.  Specifically, the modular unit consists of an Automated Nucleic
Acid Workstation (ANAW) and a Sequence Detection System (SDS) that are
integrated, allowing an operator to perform the entire procedure of DNA
extraction and F-PCR analysis within a closed computerized system.  This
system results in minimal intervention and non post-PCR manipulation.  GES
is a molecular genetic base system that utilizes fluorogenic Polymerase chain
reaction (F-PCR).  Fluorogenic PCR (F-PCR) is a technology based on
sequence specific hybridization between a nucleic acid target and a fluorogenic
probe, a short sequence of DNA chemically treated to generate light at a
specific wavelength, complementary to the target sequence.  The probe
consists of an oligonucleotide, a short synthetic DNA molecule, with two
fluorescent molecules ( a reporter and quencher dye) attached to both ends of
the oligonucleotide.  Due to the unique design of the Fluorogenic probe,
the activity of the Taq Polymerase enzyme allows direct detection of PCR
products by the release of the fluorogenic reporter during PCR.  The
reporter and the quencher dye are linked at the end of the probe. When the probe
is intact, the proximity of the reporter dye to the quencher dye results in a
suppression of the reporter fluorescence.  During PCR, if the target of
interest is present, the probe specifically anneals between the forward and the
reverse primer site.  The nuclease activity of the Taq DNA Polymerase
cleaves the probe between the reporter and the quencher only if the region binds
to the target.  If the probe is not bound then no cleavage occurs. After
cleavage, the shortened probe dissociates from the target and the polymerization
of the DNA strand continues.  This process occurs in every cycle and does
not interfere with the exponential accumulation of the product.  The
cleavage of the oligonucleotide between the reporter and the quencher dye
results in an increase of fluorescence of the reporter that is directly
proportional to the amount of the product accumulated.  The specificity of
this 5 nuclease assay results from the requirement of sequence complementary
between probe and template in order for cleavage to occur.  Thus, the
fluorogenic signal is generated only if the target sequence of the probe is
generated by PCR.  No signal is generated by non-specific
amplification.  To perform GES, specific
laboratory equipment is needed.  This involves some substantial initial
costs to set up the laboratory operations.  We have performed this
substantial set up and are fully operational to perform GES.  We currently
have all the specific equipment necessary to further development.  However,
the use of F-PCR represents a great advantage over other available systems
because of its greater sensitivity, speed, and accuracy.  The Automated Nucleic Acid
Workstation is a highly flexible robotic system that extracts and purifies acids
from a variety of complex samples, preparing them for F-PCR analysis.  Data
management system software includes a database to manage all run phases and
record sample processing.  The Sequence Detection System
detects the fluorescent signal generated by the cleavage of the reporter dye
during each PCR cycle.  This process confers specificity without the need
of post-PCR hybridization.  Most importantly, the SDS offers the advantage
of monitoring real-time increases in fluorescence during PCR processing.
 Specifically, monitoring real-time progress of the PCR completely changes
the approach to PR-based quantitation of DNA and RNA, most particularly in
improving the precision in both detection and quantitation of DNA and RNA
targets.   GeneThera
currently faces limited competition in the use of F-PCR technology and the
modular unit concept for commercial testing of either infectious disease is
animals or food pathogen contamination.  Currently, most labs utilize
conventional microbiology, immunological or conventional PCR methods for either
veterinary diseases or food pathogen contamination detection.  Specific to
microbiology and immunological techniques, the drawbacks of these approaches
are:  1. the
antibodies-based culture media used to detect the presence of infectious
diseases has a low level of sensitivity; 2. high
background due to non-specific binding of antibodies and/or culture
contamination; sample preparation and storage creates artifacts; and long,
cumbersome protocols necessary to perform these tests.  A major technical limitation
of conventional PCR is the risk of contaminating a specimen with the products of
previously amplified sequences.  Known as cross-contamination, this
phenomenon represents a constant challenge to any lab using conventional PCR.
 Managing these challenges is cumbersome and difficult to streamline.
 Fluorogenic PCR (F-PCR) attempts to overcome these drawbacks by making it
possible for PCR to efficiently test large numbers of samples even when major
laboratory facilities are not readily available.  A novel methodology,
F-PCR allows quantitative and qualitative detection of specific nucleic acid
sequences in a sensitive, accurate, and rapid fashion.  PURIVAX TECHNOLOGY  GeneThera has developed a
large-scale process for highly purified and high viral titer (viral
concentration) Adenovirus and AAV genetically engineered viruses.  This
technology enables GeneThera to develop Adenovirus and AAV-based recombinant DNA
vaccines for veterinary diseases and food pathogens.  GeneTheras PURIVAX is a
purification system that dramatically improves biological purity and viral titer
of recombinant Adenovirus and AAV vectors.  PURIVAX is intended to
completely eliminate toxic side effects associated with Adenoviruses and AAV
vectors, thereby making it possible to develop highly immunogenic and safe
recombinant DNA vaccines.  Importantly, recombinant DNA (rDNA) vaccine
technology represents a powerful fool for an innovative vaccine design process
known as genetic immunization.  Recombinant Adenovirus (rAD)
and AAV (rAAV) vectors are the ideal candidates for a gene delivery system.
 These viruses can efficiently deliver genetic material to both dividing
and non-dividing cells, thereby overcoming some of the obstacles encountered
with first generation retroviral vectors.  Equally important, rAD and
rAAV are engineered virus genomes that contain no viral gene.  One of the
key features for rAD and rAAV is their ability to infect a large variety of
cells.  However, two technical challenges had to be overcome to fully
utilize rAD and rAAV in the development of rDNA vaccines:  1. lack of
large scale purification system; and 2. low viral
titer  Traditional technologies and
first generation chromatography processes are limited both in terms of purity
and yield.  And, due to the limitation of these purification technologies,
adequate viral titers cannot be achieved.  We believe that the result is
that there is currently no efficient system to deliver immunogenic genetic
sequences into cells.  This is the significant of
GeneTheras PURIVAX, rAD and rAAV system for rDNA vaccine development.
 Succinctly stated, it is designed to be able to achieve both high purity
and high viral titer (up to 10e16 viral particles/eulate) based on its propriety
multi-resin anion exchange chromatography system.  GeneThera believes that
biological contaminants such as endogenous retrovirus, bacterial, mycoplasma,
non-specific nucleic acids, lipids, proteins, carbohydrates and endotoxins are
eliminated during the purification process.  DEVELOPMENTS TO
DATE:  GeneThera is a
biotechnology company that develops molecular tests and DNA vaccines for animal
diseases. Listed below is a description of the different stages of development
achieved for the different projects the company is currently working on.  CWD/BSE TEST  GeneThera has developed a
molecular test for the detection of Chronic Wasting Disease (CWD). This test
measures the level of RNA of a genetic marker, EDRF that is found to be at low
levels in animals affected by the disease. The same marker is also found at low
levels in animals infected with BSE. Chronic Wasting Disease and Mad Cow Disease
are both in the family of diseases called Transmissible Spongiform
Encephalopathy (TSE). We have analyzed a total of 300 samples of elk and deer
blood obtained from CWD free animals, suspected CWD positive depopulated herds,
and experimentally infected animals. Samples were collected using the FCS and
processed according to our protocol for extraction of total RNA from blood.  Our results have shown that
both the clinical stage experimentally infected sample (CWD+) and one of the
samples (#54) from the suspected CWD+ herd have a dramatic reduction in the
level of expression of EDRF in blood. The remaining samples obtained from the
same depopulated herds shows a profile of the level of expression of the EDRF
gene identical to our negative control (CWD-).  These results suggest 1) a
correlation between the presence of clinic signs of CWD and a significant
reduction of the level of expression of EDFR in blood; 2) the indication that
the down regulation of EDRF in blood may represent an early sign of CWD
infection at a preclinical stage.  We believe that EDRF is a very
useful genetic marker to detect the presence of TSE in the blood of infected
live animals. We also believe that EDRF is an indicator of the presence of
Transmissible Spongiform Encephalopathy (TSE) at an early stage of infection
prior to the detection of the disease in the brain. However, additional studies
are required to determine the time course correlation between the reduction in
the level of expression of the EDRF gene and pre-clinical and clinical signs of
TSE.  JOHNESS TEST  GeneThera has developed a
molecular test for the detection of Johnes disease, in blood. Johnes disease
is a bacterial disease caused by Mycobacterium Paratuberculosis (MAP) in blood;
which affects primarily dairy cows. Blood from uninfected cows was spiked with
different concentrations of MAP. The Bacterial DNA was isolated using standard
DNA extraction procedures and analyzed using the Real Time PCR technology. Using
this methodology, we can detect the presence of twenty (20) bacterial particles
from 1ml of blood. We believe our test will be very useful for early diagnosis
of MAP infected cows. However, we have not yet tested blood from naturally
infected Johnes animals. Additional studies are therefore necessary to
determine the efficacy of our test in naturally infected animals.  PRODUCTS UNDER
DEVELOPMENT:  DNA VACCINES  We are currently developing
two (2) DNA vaccines. One vaccine targets Johnes disease; the other is related
to TSE. GeneThera approaches to develop these vaccines are based on the use of
PURIVAX technology, genetically engineered Adenoviral and AAV, and silencing
RNA technology (iRNA).   JOHNES
DISEASE DNA VACCINE  GeneThera is developing a
vaccine for Johnes disease using Adenoviral genetically engineered virus and
PURIVAX technology. To date, we have modified the Adenovirus by inserting a
gene of the MAP bacterium responsible for triggering the infection in blood
cells. Using PURIVAX the genetic construct has been purified and
characterized.  TSE DNA VACCINE  The company strategy to
develop a TSE vaccine is based on the use of iRNA technology. To date, we have
isolated a specific sequence of the prion protein gene. Our initial experiments
indicate that our system is capable to generate a reduction in the expression of
the prion protein gene of about seventy percent. Our next step will be to
genetically alter the Adenovirus by inserting this specific sequenced and
characterize the construct using PURIVAX.  The vaccine is still in an in
vitro or preclinical stage.  So far,
none of our molecular tests of vaccine have been validated or approved by any
regulatory agency in the United States or abroad. These tests and vaccines still
require extensive validation and lengthy approval process. These procedures are
extremely time consuming and expensive. There is no guarantee that none of the
tests or vaccines that GeneThera is developing will be successfully validated or
approved by any regulatory agency. GeneThera havelimited financial resources. Therefore, the company may not be able to
undertake any of the necessary steps to secure a successful validation or
approval of any of the molecular tests or vaccines.  FUTURE DEVELOPMENT
PLANS  It is GeneTheras intention to
continue with the research and development and validation of the molecular tests
and DNA vaccines.  Future plans comprises in initiating validation
procedures for both TSE and Johnes disease molecular test. These validation
protocols will be performed in Italy and Mexico. At the present time, we do not
plan to initiate any validation protocol in the United States.  In parallel, we will continue
R&D phases for both the Johnes disease and TSE DNA vaccine. We plan
initiating an experimental animal protocol to determine the safety of our
vaccines. We estimate that the experimental animal protocol may take up to a
year. We project to initiate the experimental animals studies within 12-24
months.  MARKET STRATEGY  GeneTheras goal is to focus
on the international market for the commercialization of its animal testing
platform. We are in the process of setting up an animal testing laboratory in
Monterrey Mexico. The company has no plans, in the immediate future, to offer
any Veterinary Services in the United States.  However,
if GeneThera decides to initiate animal testing in the United States,
commercialization of its diagnostic tests will not require approval process from
the USDA.  All tests will be done utilizing the blood of animals that can
be collected in the field using the Companys proprietary Field Collection
System (FCS).  The collected blood is then sent to GeneTheras laboratory
for testing.  Since all of the testing is done in house, meaning tested
at laboratories operated by GeneThera and using GeneThera developed testing
methods, the USDA deems GeneTheras test to be under the category of Veterinary
Services.  The regulations on Veterinary Services are much different that
that of third party testing. Veterinary Services specifically
mentioned by GeneThera are tests developed and performed in house. The USDA
through APHIS regulates Veterinary Biologicals (vaccines bacterins, antisera,
diagnostic kits and other product of biological origin) APHIS regulates
veterinary biologics available for the diagnosis prevention and treatment of
animal disease to ensure the products are pure, safe, potent and effective.
GeneThera molecular tests are not diagnostics kits and therefore do not fall
under the Veterinary Biologics category.   SALES AND MARKETING  We currently have no sales,
marketing, or distribution capabilities and we do not anticipate having the
resources in the foreseeable future to allocate to the sales and marketing of
any products that we may develop.  Our success will depend, in part, on our
ability to either (i) enter into or maintain collaborative relationships with
third parties for the marketing, sales, and distribution of products that we
develop, if any, or (ii) hire and retain our own sales and marketing
capabilities.  Initially, we plan to market products that we develop and
for which we obtain regulatory approval through marketing, licensing,
distribution, or other arrangements with collaborative partners.  We
believe that this approach will both increase market acceptance of any products
that we develop and enable us to avoid expending significant funds to develop a
sales and marketing organization.  COMMERCIAL PRODUCTS  RESEARCH AND DEVELOPMENT
SERVICES  Molecular, Cellular, Viral
Biology Research, and Consulting Services.  We provide independent
research services to scientists in academia, the pharmaceutical industry, and
the biotechnology industry.  Primarily, we focus on technology relevant to
animal and human immunotherapy.  Our services are supported by more than 50
years of cumulative experience in research and development for both government
and industry by GeneTheras senior scientists.  We intend to develop a
commercial-scale implementation of Adenovector Purification Process to support
R&D material production.  Furthermore, we intend to evaluate and test
commercially available expression vectors and incorporate them into our vector
repertoire.  These technologies are well established within the repertoire
of GeneTheras scientific staff.  We cannot provide any assurance, however,
that we will be able to successfully offer these services or that, if offered,
we can provide them profitably.  We intend to offer the
following research and development services.  Molecular Biology
services consisting of:  Synthetic eDNA
Construction Prokaryotic Expression Vector
Construction & Development e.coli Expression Strain
Evaluation Pilot Scale Fermentation Mammalian Expression Vector
Construction & Development Baculovirus Expression Protein Isolation Protein Engineering:
Complement Determining Region Conjugated Proteins Monoclonal Antibody Production
Chimerization & Humanization Vector design for Prokaryotic
Expression of Antibody Fragments (Fab) and Single Chain Antibody (ScFv) Pilot Scale-up Development Process Purification &
Characterization Assay Development &
Quality Control Pharmaceutical Dosage and Formulation  Molecular Biology Potential
Agreement Structure, which refers to the following stages or options
available to a potential customer interested in developing a gene/protein
expression system for research purposes.  Stage 1  cDNA Construction
& Expression Vector Development Stage in which a specific gene sequence is
cloned in an expression vector and screened by restriction enzyme analysis.  Stage II in which the
expression vector is grown into bacteria and the protein produced is purified by
chromatography techniques.  Stage III, Assay for the
protein stability and activity in which protein activity is determined by
testing the recombinant protein using a specific stabilizing buffer.  The
recombinant protein is tested against a substrate.  The substrate is the
target protein that is deactivated by the recombinant protein.  Stage IV  Quantification of
protein yield per each cell line used for protein expression.  Each type of
cell line responds differently to each recombinant protein.  Therefore,
various cell lines that express the highest quantity of a specific recombinant
protein are then used for large-scale recombinant protein production.  Stage V  Experimental animal
model development for determination of proper biological active concentration
and stability and determination of proper storage.  A typical animal model
is a mouse model.  Mice are divided into two groups: 1) normal control and
2) mice injected with different concentrations of recombinant protein.  The
biological activity is determined by immunological assays such as an ELISA test
or Western blot analysis.  Gene Therapy Testing
Services.  GeneThera offers GLP testing programs for somatic cell,
viral and naked DNA-based gene therapies.  Our scientists have over eight
years experience in providing fully integrated bio-safety testing programs for
the cell and gene therapy fields and have supported a number of successful BLA
and IND applications.  To date, the Company has not generated any revenues
with regard to these services, and there is no assurance that we will generate
any revenues from such services.  Replication-Competent Viral
Vector Testing.  Sensitive in vitro cell culture assays are used to
detect replication-competent retroviruses or adenoviruses.  GeneThera
intends to work with clients to provide custom replication-competent virus
detection assays for the particular vector construct.  Complete Somatic Cell and
Viral Vector Packaging and Producer Cell Line Characterization.
 GeneThera offers all of the assays mandated by regulatory authorities
worldwide for the bio-safety analysis and characterization of cells and cell
lines used in gene therapy products.  Vector Stock
Characterization.  Custom purity and potency testing is available for
gene therapy viral vector stocks.  Vector Purification Process
Validation for Viral Clearance.  Most biopharmaceuticals require viral
clearance studies to validate the removal of potential contaminants, such as
those from bovine components or from helper viruses (adenovirus in AAV
production).  GeneThera can provide custom design and performance of viral
studies for various vector purification processes.  Custom Bio-safety Testing
Programs for Somatic Cell, Ex Vivo Cell, and Tissue Therapies.
 GeneThera can guide our clients through the unique process of designing
and implementing a bio-safety testing program that meets the needs of each
specific project.  To date, we have not entered
into any agreement for the provision of any of the services described above with
any customer.  We are currently pursuing agreements to provide some of
these services to potential customers.  There is no assurance that any
agreement will be entered into for the provision of the Companys services or
that the Company will generate significant revenues or profits from any such
agreement.   INTELLECTUAL
PROPERTY  We do not own any patents on
any of our technology and have not filed any applications for patents in any
country.  We cannot give any assurance that we will be able to file any
patent applications or that, if we file one or more applications for patents,
any patents will issue or that, if issued, the claims granted in any such
patents will afford us adequate protection against competitors with similar
technology.  We also depend upon the
skills, knowledge, and experience of our scientific and technical personnel,
none of which is patentable.  To help protect our proprietary know-how
which is not patentable, and for inventions for which patents may be difficult
to endorse, we rely on trade secret protection to protect our interests.  COMPETITION  We face competition from many
companies, universities, and research institutions in the United States and
abroad.  Virtually all of our competitors have substantially greater
resources, experience in product commercialization, and obtaining regulatory
approvals for their products, operating experience, research and development,
marketing capabilities, and manufacturing capabilities that we do.  We will
face competition from companies marketing existing products or developing new
products for diseases targeted by our technologies.  The development of new
products for those diseases for which we are attempting to develop products
could render our product candidates noncompetitive and obsolete.  Our
current competitors include Prionics AG, IDEXX Laboratories, Inc., and Bio-Rad
Laboratories, Inc.  Academic and government
institutions are also carrying out a significant amount of research in the field
of veterinary health, particularly in the fields of Chronic Wasting Disease and
Mad Cow Disease.  We anticipate that these institutions will become more
aggressive in pursuing patent protection and negotiating licensing arrangements
to collect royalties for use of technology that they have developed and to
market commercial products similar to those that we seek to develop, either on
their own or in collaboration with competitors.  Any resulting increase in
the cost or decrease in the availability of technology or product candidates
from these institutions may affect our business.  Competition with respect to
our veterinary technologies and potential products is and will be based, among
other things, on effectiveness, safety, reliability, availability, price, and
patent protection.  Another important factor will be the timing of market
introduction of products that we may develop and for which we may receive
regulatory approval.  Accordingly, the speed with which we can develop
products, complete the required animal studies or trials and approval processes
and ultimately supply commercial quantities of the products to the market is
expected to be an important competitive factor.  Our competitive position
will also depend upon our ability to attract and retain qualified personnel, to
obtain patent protection or otherwise develop propriety products or processes,
and to secure sufficient capital resources for the often substantial period
between technological conception and commercial sales.  Several attempts have been
made to develop technologies that compete with F-PCR.  To our knowledge
none of these technologies have resulted to date in any product available on the
market.  The field of biotechnology is very dynamic.  The possibility
that more advanced technologies could be developed into products that may
compete with ours is very strong.  However, it is very difficult to predict
the length of time necessary for this scenario to take place.  MANUFACTURING  We do not currently
manufacture any products and do not have any facilities capable of manufacturing
any products.  If we are successful in developing a vaccine for veterinary
purposes, we intend to contract with third parties or a collaborative partner to
assist with production.  We currently do not intend to establish a
manufacturing facility to manufacture any products that we may develop.  In
the event we do decide to establish a commercial manufacturing facility, we will
require substantial additional funds and will be required to hire and train
significant numbers of employees and comply with the extensive federal and state
regulations applicable to such a facility.  In additional, we would be
required to apply for a license from the United States Department of
Agricultures Animal and Plant Health Inspection Service to manufacture any such
vaccines at such facilities.  PRODUCT LIABILITY  The testing, manufacturing,
and marketing of the Companys proposed products involves an inherent risk of
product liability attributable to unwanted and potentially serious health
effects in animals that may receive any vaccines that we may develop and market.
 To the extent we elect to test, manufacture, or market veterinary vaccines
and other products, we will bear the risk of product liability directly.
 We do not currently have product liability insurance.  There is no
guarantee that we can obtain product liability insurance at a reasonable cost,
or at all, or that the amount of such insurance will be adequate to cover any
liability that we may be exposed to.  In the absence of such insurance, one
or more product liability lawsuits against us can be expected to have a material
adverse effect on our business and could result in our ceasing operations.  GOVERNMENT
REGULATION  Our unique approach to the
testing for various animal diseases allows us to begin commercialization of its
diagnostic tests without the need for a long and enduring approval process from
the USDA.  All tests are done utilizing the blood of animals that can be
collected in the field using the Companys proprietary Field Collection System
(FCS).  The collected blood is then sent to our laboratory for testing.
 Since all of the testing for the diseases is done in house, meaning
tested at laboratories operated by us and using our developed testing methods,
the USDA deems our test to be under the category of Veterinary Services.
 The regulations on Veterinary Services are much different than that of
third party testing.    The USDA through APHIS regulates
Veterinary Biologicals (vaccines bacterins, antisera, diagnostic kits and other
product of biological origin) APHIS regulates veterinary biologics available for
the diagnosis prevention and treatment of animal disease to ensure the products
are pure, safe, potent and effective. GeneThera molecular tests are not
diagnostics kits and therefore do not fall under the Veterinary Biologics
category. The USDA, to our best of our knowledge, does not regulate laboratory
tests that are performed in-house under the category of Veterinary Services.  In the event that we develop a
vaccine based on our research, the vaccine product and the facility at which
commercial quantities of the vaccine will be produced will be subject to
comprehensive regulation by the United States Department of Agricultures Animal
and Plant Health Inspection Service.  Before any biological product
(which includes vaccines) can be prepared for commercial sale, APHIS must
approve and license the product and the facility at which it is proposed to be
manufactured.  The approval process is lengthy and expensive.  We will
be required to submit an application containing, among other things, an outline
of production for the proposed product, characterization data, and protocols for
animal studies and trials of host animal immunogenicity, safety, efficacy, back
passage, shed/spread, interference, and other studies.  We do not have the capability
to conduct our own studies and trials of any candidate vaccine that we may
develop and will rely on collaborative partners to conduct all such studies.
 Currently, we do not have any such agreements with any partner, and we
cannot give any assurance that we will be able to enter into such an agreement
on terms that are favorable to the Company, if at all.  If we do enter into
one or more such agreements, we will not be able to control the timetable for
completing such studies.  Furthermore, we cannot give any assurance that
any applications that we submit for any vaccine products will be approved by
APHIS.  The failure to receive such approval, or the receipt of approval
following the approval of a competing product, would have an adverse material
effect on the Company.   LICENSING  Through our third division,
Licensing, we intend to manage the marketing and sale of the vaccines developed
by GeneTheras Research & Development division.  As GeneThera does not
intend to be a vaccine manufacturer, we plan to use our Licensing division to
license the technology related to any vaccines that may be developed and to
manage the revenue potential available from the successful development and
validation of specific vaccines.  We cannot provide any assurance that we
will develop any vaccines or that, if they are developed, we will be able to
license them successfully or that any such license will provide significant
revenues.  ITEM 1A RISK
FACTORS  We encounter various risks
related to our business and our industry.  While the Company is optimistic
about its long term prospects, the following risk factors should be considered
in evaluating its outlook  There is a substantial
doubt about GeneThera ability to continue as an on going concern  GeneThera has had negligible
revenues since inception. Because of these circumstances, GeneThera will require
additional working capital to develop business operation. There is no assurance
that GeneThera will reach a level of revenues adequate to generate sufficient
cash flow from operation or obtain additional financing necessary to support
GeneThera operating expenses requirements  If a Loss of Key
Personnel Will Occur This Event Could Adversely Affect the Company  The Company depends to a large
part on the efforts and continued employment of Antonio Milici, M.D., Ph.D., our
President, Chairman of The Board, and Chief Executive Officer.  The loss of
the services of Dr. Milici could adversely affect our business.  If the Company fails
to attract and retain additional, high skilled personnel operations will suffer.  Finding qualified personnel in
the biotechnology industry is very challenging. Smaller biotechnology companies
there are always at a disadvantage because of its limited financial resources.
The Company has been unable at this time to hire any additional qualified
personnel. If the Company is unable to hire additional personnel this may result
in a substantial delay of its R&D and commercial operations.  If the Company fails to
attract significant additional capital, the Company may be unable to continue
developing its products.  From the starting of its
operation, GeneThera has obtained limited funding to implement its business
strategy. The Company does not have sufficient funding to meet its operating
needs throughout 2008. Potential sources of additional funding could include
strategic relationships, public or private sales of shares of common stocks, or
other arrangements.  Rapid Growth May Place
Significant Demands on our Resources  We expect significant
expansion of our operations.  Our anticipated future growth will place a
significant demand on our managerial, operational and financial resources due
to:  * The need to manage
relationships with various strategic partners and other third parties;  * Difficulties in hiring and
retaining skilled personnel necessary to support our business;  * The need to train and manage
a growing employee base; and  * Pressures for the continued
development of our financial and information management systems.  If we have not made adequate
allowances for the costs and risks associated with this expansion or if our
systems, procedures, or controls are not adequate to support our operations, our
business could be harmed.  The Company may not
be able to comply with Government regulations  The Company is subject to or
affected by laws and regulations that govern, for example: (i) the vaccination
of animals for certain diseases.  The failure to comply with these laws and
regulations, or to obtain applicable of these governmental approvals, could
result in the imposition of penalties, cause delays in, or make impossible, the
marketing of our products and services.  The Company may be unable
to compete against other more establish biotech of pharmaceutical
companies  The Company operates in
a verycompetitive and difficult area. Biotechnology is notoriously very
difficult and risky business. The Company competes with other more established
and better funded companies in the United States and overseas that are involved
in the development of similar products. Several of these companies have
significant greater financial resources as well greater production and market
capabilities. The field of Biotechnology requires extensive research and
development.  Better funded competitors may be able to develop and market
superior or less expensive product which will make the Company products less
valuable or unmarketable.  The Company has no
manufacturing capabilities  The Company does not have
manufacturing capabilities for its DNA vaccine technology. The Company solely
relies on other companies to manufactures vaccines that can meet Government
Regulations. Manufacturing of these products are very expensive and The Company
may not be able to secure the necessary funding to hire any of such companies.
If The Company is unable to produce these vaccines, then the Company may never
be able to initiate clinical trials. This will seriously hamper the Companys
ability to commercialize any of its DNA vaccine products  The Company has limited
Government Regulatory Experience  The company has never
successfully undertaken a clinical trial for animal DNA vaccine. Our experience
in this area is limited. The Company has never obtained regulatory approvals for
any of its products.  Being Delisted from Over
the Counter Bulletin Board (OTCBB)  Although by the time of our
original Form 10-K filing, our company was participant of the exchange list of
OTCBB (Over the Counter Bulletin Board), FINRA delisted our Company on June 19,
2008 by putting a penalty symbol after our ticker symbol GTHA due to failing to
file our quarterly and annual reports according to their standards. The Company
paid FINRA $4,000 for an appeal hearing, which was useless since FINRA already
pre-determined our culpability before the appeal was addressed on June
20th, 2008. The Company had IT difficulties with their server. The
Company does not change their date/time of filing; therefore, the Company was
asking to the SEC to change the headline of the 10K filing. It could have been
done but the Office of Technology from the SEC opted to ignore the Companys
request for such modification due to our 16:20 date and time status on our
computer screen. Even though, the filing of the 10K was done by 16:20; FINRA
concluded the filing was done by 20:20. The Company learned that the server was
down for more than 4 hours when finally the server recovered its data; the date
and time of the filing was changed without the Companys knowledge. Moreover,
the Company understood when they filed for an extension requested by their
auditors, that the Company had 15 calendar days to complete such extension of
filing. The fifteenth day came along and the filing was completed and approved
by the auditors. However, once the EDGAR was completed, the Companys server was
having technical difficulties, especially when their server went down.
Regardless of such explanation given to the SEC Technology Office requesting to
change the headline of the filing, no one care to contact the Companys CFO
Interim to let them know about the answer to their updated request. When the
appeal hearing was done, the FINRA staff only spoke with the Companys investor
relations entity, Mr. Richard Dopkin. No one spoke with our IT specialist who
knew about our technical difficulties and how to retrieve the correct filing
done by 16:20. Moreover, FINRA did not care to speak with the officers of
GeneThera, even though; they were witnesses of the IT difficulties. FINRA seized
$4,000 from the Company without a fair appeal hearing to the Companys
shareholders since no one from FINRA cared to hear the essence of the appeal.  ITEM
2 DESCRIPTION
OF PROPERTY  We lease a 5,730 square foot
biotechnology laboratory located at 3930 Youngfield Street, Wheat Ridge,
Colorado 80033.  The lease is on a month-to-month basis and the rent is
$5,235.26 per month.  Our rent payment is $4,000 per month effective
January 1st, 2008. We believe that our existing facilities are
adequate to meet our current requirements.  We sub-lease 700 square foot of
office space to GTI Corporate Transfer Agents, LLC, a related party, located on
the 3924 unit of our lease space reflected as 3930 Youngfield Street, Suite #2,
Wheat Ridge, Colorado 80033.  The lease is on a month-to-month basis and
the rent is $500.00 per month effective January 1st, 2008.  We
do not own any real property.  If we are able to develop assays for
different diseases, we intend to formalize the procedure into a commercial
application through a series of laboratories to be owned and operated by
GeneThera.  Currently we do not have the funds to purchase or construct any
such laboratories and do not have commitment from any party to provide the funds
for a laboratory.  ITEM
3 LEGAL
PROCEEDINGS  On or about July 23, 2004,
Sisu Media sued the Company in Jefferson County District court for breach of an
alleged contract for website services for which the plaintiff seeks compensatory
damages, plus costs, interest, and attorneys fees in amounts to be determined
at trial.  Trial was held on August 4, 2005, wherein the court determined
that Sisu Media was entitled to compensation based only upon the breach of
contract claim.  Plaintiffs claims in quantum meruit and for unjust
enrichment were dismissed.  The court also dismissed defendant GeneThera,
Inc.s claim of aiding and abetting a breach of fiduciary duty by third party.
 Entry of judgment was entered in favor of the plaintiff for approximately
$49,000.00.  On February 9, 2006, the Company appealed this judgment. The
Appeals Committees decision was in favor of the plaintiff due to the
GeneTheras legal counsels lack of preparedness. On July 19, 2007, the Appeals
Committee approved plaintiffs attorney, specifying the attorney fees and costs
in the amount of $6,237.31 incurred in said appeal against GeneThera. No
judgment has been paid to the plaintiff by the Company.  On or about September 21,
2006, MAG Capital, a California Limited Liability Company (Mercator Momentum
III, LP; Mercator Momentum Fund LP; Monarch Pointe Fund, ltd; a British Virgin
Islands Corporation), served GeneThera, Inc., a Florida corporation, GTI
Corporate Transfer Agents, LLC, a Colorado limited liability company, Antonio
Milici, an individual, Tannya L. Irizarry, and Laura Bryan, individuals with a
summons with the Federal Court, which was quashed.  On October 11, 2006,
the above entities filed a Superior Court State Complaint against GeneThera et
al. for breach of written contract.  The plaintiffs dropped the charges
against GeneThera, Inc., GTI Corporate Transfer Agents, LLC, Antonio Milici,
Tannya L. Irizarry and Laura Bryan. The plaintiffs charged the Company with
breach of written contract for which the Companys litigation counsel filed an
appeal on February 19, 2008. The Companys litigation counsel also filed a $5
million suit against the plaintiffs and a $50,000 law suit against the
plaintiffs legal law firm for unethical procedure in approaching one of the
defendants.  ITEM 4 SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS  None.     PART
II.  ITEM 5 MARKET FOR COMMON
EQUITY AND RELATED SHAREHOLDER MATTERS  Our common stock currently
trades on the Over the Counter Bulletin Board under the symbol GTHA.  The
following sets forth the rant of high and low bid quotations for the periods
indicated as reported by Yahoo Finance.  Such quotations reflect prices
between dealers, without retail markup, markdown or commission, and may not
represent actual transactions.  Year
Quarter
High
Low2007
Fourth
.03
.01Third
.03
.02Second
.05
.02First
0.05
.032006
Fourth
$0.08
$0.02Third
0.10
0.05Second
0.33
0.08First
0.28
0.062005
Fourth
$0.49
$0.10Third
1.00
0.40Second
1.05
0.54First
1.25
0.922004
Fourth
1.94
0.88Third
1.60
0.70Second
2.85
0.90First
4.39
2.05  * Source Yahoo Finance  There are no restrictions on
the payment of dividends. There are approximately 1,149 record holders of common
stock as of December 31, 2007.  DIVIDENDS  On May 21st,
2007, the Company issued a one-time dividend payment in the amount of .0004 per
share.   ITEM
6 SELECTED FINANCIAL DATA  The
following selected financial data should be read in conjunction with Item 7.
Managements Discussion and Analysis or Plan of Operation and Item 8.
Financial Statements.  Operating
Data As
of December 31,  2007 2006 2005  Gross
Profit 97,900 150,000 190,982  General
and Administrative (379,068) (739,
529) (896,696)  Consulting
expense (236,757) (444,420) (1,952,040)  Depreciation (72,451) (77,014) (11,751)  Other
income (expense) (100) (0) (1,301,373) _____________________ _____ _________ ___________ Net
loss (841,829) (1,482,571) (3,794,079)  Loss
per share (.02) (.07) (.17)  Balance
sheet data:  Cash
and Cash Equivalents 68,463 26,314 18,031 Total
assets 364,305 394,607 473,396 Total
liabilities 1,701,861 1,418,411 850,277 Stockholders
Equity (Deficit) (1,337,556) (1,023,804) (376,881)    ITEM
7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS  FORWARD-LOOKING AND
CAUTIONARY STATEMENTS  Sections of this Form 10-K,
including the Managements Discussion and Analysis or Plan of Operation, contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 (the Securities Act), Section 21E of the Securities and Exchange
Act of 1934 (the Exchange Act), and the Private Securities Litigation Reform
Act of 1995.  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,  * our financing plans, * regulatory environments in
which we operate or plan to operate, and * trends affecting our
financial condition or results of operations, the impact of competition, the
start-up of certain operations and acquisition opportunities.  Factors, risks, and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements (Cautionary Statements) include, among
others,  * our ability to raise
capital, * our ability to execute our
business strategy in a very competitive environment, * our degree of financial
leverage, * risks associated with our
acquiring and integrating companies into our own, * risks relating to rapidly
developing technology, * regulatory
considerations; * risks related to
international economies, * risks related to market
acceptance and demand for our products and services, * the impact of competitive
services and pricing, and * other risks referenced from
time to time in our SEC filings.  All subsequent written and
oral forward-looking statements attributable to us, or anyone acting on our
behalf, are expressly qualified in their entirety by the cautionary statements.
 We do not undertake any obligations to publicly release any revisions to
any forward-looking statements to reflect events or circumstances after the date
oft his 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-K.  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.   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.  We have not generated
significant operating revenues and, as of December 31, 2007 we had incurred a
cumulative net loss from inception of $16,409,792.  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.  Our independent auditors have
expressed some doubt about our ability to continue as a going concern in their
report on our consolidated financial statements for the fiscal year ended
December 31, 2007.  For the years ended December 31, 2007 and 2006, our
operating losses were $841,829 and $1,482,570, respectively.  Our current
liabilities exceeded current assets by $1,633,398 and $1,392,097 for the years
ended December 31, 2007 and 2006, respectively.  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 $5,000,000
in additional funding.  We will attempt to raise these funds by both means
of one or more private offerings of debt or equity securities and revenues
generated by our Project in Mexico.  At this time, we have commitments for
additional capital funds.  This amount may exceed an additional $1,000,000
depending on cost involved in the further development and commercialization of
our products.  In such event, 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.  Over the next 12 months, we
expect significant purchases and/or sales of plant or equipment and significant
changes in the number of our employees for any off-balance sheet arrangements
that will have current and future effect on our financial condition.  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 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.     RECENT DEVELOPMENTS  The Company is in continued
negotiations with the Italian government to open a laboratory facility in
Northern Italy for the validation and testing of its live animal test for TSE.
 The parties are currently discussing space requirements and personnel
needs. The Italian Project is also impatiently awaiting the completion of the
funding for this venture.  The Company has begun to form
an entity with a Mexican company to jointly own and operate a laboratory
facility in Monterrey, Mexico for express purposes of testing cattle for TSE.
 The entity is currently being legally formed. The Mexico Project is also
enthusiastically waiting for the completion of the funding for this
enterprise.  The Company signed an Investor
Relations agreement with The Mezey Howarth Group, Inc., in March 2007. The
Company terminated its Investor Relations arrangement with The Mezey Howarth
Group, Inc. due to false press releases generated by J. Wade Mezey on June 18,
2007. This entity owes the Company $120,000 for which GeneThera will pursue
through litigation due to their failure in reimbursing the Company for line of
credit pre-paid fees, which was never approved and/or materialized.  In March 2006, the Company
opened a line of credit with Imperial Capital Holdings, LLC on the advice of the
Companys consulting financial advisor, Mr. Gary Rasmussen, who is also the
primary beneficiary of Imperial.  The Company was not aware of the
relationship but, more importantly, after the CEO of the Company learned that
Red Sea Management was the managing company of Imperial Capital, the CEO opted
not to use the line of credit, requesting from the SEC to grant a withdrawal.
 The withdrawal was approved on April 13, 2007.  RELATED PARTY
TRANSACTIONS  Setna Holdings, LLC is a
related party to the Company with a promissory note of $150,290.  Setna is
in the business of providing financial services and general business consulting
services to privately-held and publicly-held corporations.  Setna consults
and assists GeneThera in implementing and also providing financial assistance
while researching for appropriate plans for securing funds to meet the Company
requirements for which Setna also introduces financial sources.  Mr.
Anthony J. Milici is the Managing Director of Setna Holdings.  Upon the
Companys direction and approval, Setna disseminates information regarding
GeneThera to shareholders, brokers, dealers, other investment community
professionals, and the general investing public.  GTI Corporate Transfer Agents,
LLC is the Companys transfer agent.  After the death of the original
Managing Director, Ms. Juanita Pagan in March 2006, Ms. Tannya L. Irizarry
became the Managing Director of GTI Corporate Transfer Agents, LLC with a
one-third ownership and/or interest.   RESULTS OF
OPERATIONS Year
Ended December 31, 2007 Compared to Year Ended December 31, 2006  For the
year ended December 31, 2007, the Company reported a net loss of $841,829, or
less than $0.02 per share, and $97,900 of revenue as compared with a net loss of
$1,482,571, or $0.07 per share, and $150,000 of revenue for the twelve months
ended December 31, 2006.  General
and Administrative Expenses:  General and administrative expenses
decreased to $379,068 for the twelve months ended December 31, 2007 compared to
$739,529 for the same period in 2006.  This decline was due to a decrease
in personnel.  Consulting
Expenses:  Consulting expenses decreased to $236,757 for the twelve
months ended December 31, 2007 compared to $444,420 for the same period in 2006.
 The decrease is attributable to the discontinuation of use of marketing
consultants traditionally paid in stock of the Company.  Depreciation
and Amortization Expense:  Depreciation and amortization expenses
decreased to $72,451 for the twelve months ended December 31, 2007 compared to
$77,014 for the same period in 2006 primarily due to no new equipment being
purchased.  Year
Ended December 31, 2006 Compared to Year Ended December 31, 2005  For the
year ended December 31, 2006, the Company reported a net loss of $1,482,571, or
$0.07 per share, and $150,000 of revenue as compared with a net loss of
$3,794,079, or $0.017 per share, and $190,982 of revenue for the twelve months
ended December 31, 2005.  General
and Administrative Expenses: General and administrative expenses
decreased to $739,529 for the twelve months ended December 31, 2006 compared to
$896,696 for the same period in 2005.  The decrease was attributable to the
decrease in employees in 2006 due to budget constraints.  Consulting Expenses:
 Consulting expenses decreased to $444,420 for the twelve months ended
December 31, 2006 compared to $1,952,040 for the same period in 2005.  This
decrease is primarily attributed to the elimination of marketing consultants
traditionally paid in stock of the Company.  Depreciation
and Amortization Expense:  Depreciation and amortization expenses
increased to $77,014 for the twelve months ended December 31, 2006 compared to
$11,751 for the same period in 2005 primarily due to equipment purchased to
expand the lab.  LIQUIDITY AND CAPITAL
RESOURCES  We had a cash balance of $196
as of December 31, 2007 and a cash balance of $234 as of December 31, 2006.
 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.  We may be unable to secure any
additional financing on terms that are acceptable to us, if at all.  Since we completed the reverse
merger with Hand Brand Distribution, Inc., we have financed our operations, in
large part, by private placements of our common and preferred stock and
promissory notes convertible into our common stock.  We have raised an
aggregate of $2,613,900 through such sales, including the sale of approximately
$1.1 million of our preferred stock in January 2005.  We will require significant
additional funding in order to achieve our business plan.  Specifically, we
intend to spend significant funds on validating and testing our products,
seeking necessary regulatory approvals and focusing on international expansion.
 Over the next 12 month, in order to have the capability of achieving our
business plan, we believe that we will require at least $5,000,000.  We
will attempt to raise these funds by means of 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 any assurance that any additional funding that we do obtain
will be sufficient to meet our needs in the long term.  CRITICAL ACCOUNTING
POLICIES  In December 2001, the SEC
requested that all registrants discuss their most critical accounting policies
in Managements Discussion and Analysis of Financial Condition or Plan of
Operation.  The SEC indicated that a critical account policy is one which
is both important to the portrayal of the Companys financial condition and
results and requires managements most difficult, subjective or complex
judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain.  Our significant accounting policies
are described in Note 1 to our consolidated financial statements included in
this Report.  RECENTLY ISSUED ACCOUNTING
STANDARDS  On December 16, 2004, the
Financial Accounting Standard Board issued SFAS No. 123 (revised 2004),
Share-Based Payment, which is a revision of SFAS No. 123.  SFAS No. 123
GeneThera supersedes APB No. 25, and amends SFAS No. 95, Statement of Cash
Flows.  Generally, the approach in SFAS No. 123 GeneThera is similar to
the approach described in SFAS No. 123.  However, SFAS No. 123 GeneThera
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values.  Pro forma disclosure is no longer an alternative.  SFAS No.
123 GeneThera must be adopted no later than July 1, 2005.  The Company has
adopted SFAS No. 123 GeneThera using a modified retrospective method which
includes the requirements of the modified prospective method described above,
but also permits entities to restate based on the amounts previously recognized
under SFAS No. 123 for purposes of pro forma disclosures either (a) all prior
periods presented or (b) prior interim periods of the year of adoption.  In
March 2005, the FASB issued FASB interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47).  FIN 47 provides
guidance relating to the identification of and financial reporting for legal
obligations to perform an asset retirement activity.  The Interpretation
requires recognition of a liability for the fair value of a conditional asset
retirement obligation when incurred if the liabilitys fair value can be
reasonable estimated.  FIN 47 also defines when an entity would have
sufficient information to reasonably estimate the fair value of an asset
retirement obligation.  The provision is effective no later than the end of
fiscal years ending after December 15, 2005.  The Company will adopt FIN 47
beginning the first quarter of fiscal year 2006 and does not believe the
adoption will have a material impact on its consolidated financial position or
results of operations or cash flows.  In May 2005, the FASB issued
SFAS No. 154, Accounting Changes and Error Corrections (SFAS 154) which
replaces Accounting Principles Board Opinions No. 20 Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements  An
Amendment of APB Opinion No. 28.  SFAS 154 provides guidance on the
accounting for and reporting of accounting changes and error corrections.
 It establishes retrospective applications, or the latest practicable date,
as the required method for reporting a change in accounting changes and a
correction of errors made in fiscal years beginning after December 15, 2005 and
is required to be adopted by the Company in the first quarter of 2006.  The
Company is currently evaluating the effect that the adoption of SFAS 154 will
have on its results of operations and financial condition but does not expect it
to have material impact.  In June 2005, the Emerging
Issues Task Force, or EITF, reached a consensus on Issue 05-6, Determining the
Amortization Period for Leasehold Improvements, which requires that leasehold
improvements acquired in a business combination or purchased subsequent to the
inception of a lease be amortized over the lesser of the useful life of the
assets or a term that includes renewals that are reasonable assured at the date
of the business combination or purchase.  EITF 05-6 is effective for
periods beginning after July 1, 2005.  We do not expect the provisions of
this consensus to have a material impact on the financial position, results or
cash flows.  In February 2006, the FASB
issued SFAS 155, Accounting for Certain Hybrid Financial Instruments, which
amends SFAS 133, Accounting for Derivative Instruments and Hedging Activities,
and SFAS 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities  a replacement of FASB Statement No. 125.
 SFAS 155 will be effective for the Company for all financial instruments
issued or acquired after the beginning of its fiscal year ending December 31,
2006.  The Company has not yet evaluated and determined the likely effect
of SFAS 155 on future financial statements.  In June 2006, the FASB issued
Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An
Interpretation of FASB Statement No. 109, (FIN 48).  FIN 48 clarifies the
accounting for uncertainty in income taxes recognized in an enterprises
financial statements in accordance with FASB Statement No. 109, Accounting for
Income Taxes.  FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally, FIN 48 provides guidance on de-recognition,
income statement classification of interest and penalties, accounting interim
periods, disclosure, and transition.  This interpretation is effective for
the Company for its fiscal year ending December 31, 2007.  The Company has
not yet evaluated the effect that the application of FIN 48 may have, if any, on
its future results of operations and financial condition.  In September 2006, the FASB
issued SFAS No. 157, Fair Value Measurements.  This statement defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosures about fair value
measurements.  This statement applies under other accounting pronouncements
that require or permit fair value measurements.  SFAS No. 157 is effective
for the Company for its fiscal year beginning on July 1, 2008.  The Company
is currently assessing the impact the adoption of SFAS No. 157 will have on its
financial statements.  In September 2006, the Sec
issued Staff Accounting Bulletin (SAB) No. 108 in order to eliminate the
diversity of practice surrounding how public companies quantify financial
statement misstatements.  In SAB 108, the SEC staff established an approach
that requires quantification of financial statement misstatements based on the
effects of the misstatements on each of the Companys financial statements and
the related financial statement disclosures.  SAB No. 108 is effective for
the Company for its current fiscal year.  The adoption of SAB No. 108 did
not have an impact on the Companys financial statements.  On February 15, 2007, the FASB
issues SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities  Including an Amendment of FASB Statement No. 115.  This
standard permits an entity to measure many financial instruments and certain
other items at estimated fair value.  Most of the provisions of SFAS No.
115 (Accounting for Certain Investment in Debt and Equity Securities) apply to
all entities that own trading and available-for-sale securities.  The fair
value option created by SFAS No. 159 permits an entity to measure eligible items
at fair value as of specified election dates.  Among others eligible items
exclude (1) financial instruments classified (partially or in total) as
permanent or temporary stockholders equity (such as a convertible debt security
with a non-contingent beneficial conversion feature) and (2) investments in
subsidiaries and interests in variable interests that must be consolidated.
 A for-profit business entity will be required to report unrealized gains
and losses on items for which the fair value option has been elected in its
statements of operations at each subsequent reposting date.  The fair value
option (a) may generally be applied instrument by instrument, (b) is irrevocable
unless a new elections date occurs, and (c) must be applied to the entire
instrument and not to only a portion of the instrument.  SFAS No. 159 is
effective as of the beginning of the first fiscal year that begins after
November 15, 2007.  The Company has not yet evaluated the effect that the
application of SFAS No. 159 may have, if any, on its future results of
operations and financial condition.  EMPLOYEES  As of December 31, 2007, we
had a total of two (2) full-time employees who devote 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 7, 2012.  In consideration for his services, Dr. Milici
will receive a base salary of $144,000 per annual plus bonuses as may be
determined by the Board of Directors in 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 7, 2012.  Ms. Irizarrys
base salary is $90,000 per annum.  The above salaries have been accrued to
be paid in common stock shares from the Company.  There are no employee
issues at this time.  RESEARCH AND
DEVELOPMENT  We anticipate that R&D
will be the source for both assay development and vaccine design/development.
 If we are able to develop assays for different diseases, we intend to
formalize the procedure into a commercial application through a series of
laboratories to be owned and operated by GeneThera.  To date, we have
introduced our diagnostic solution for Chronic Wasting Disease and Mad Cow
Disease on a very limited basis.  We anticipate that R&D will be
ongoing during the life of the Company, as this is the source for new products
to be introduced to the market.  Our plan is to seek new innovations in the
biotechnology field.  We cannot assure you that we will be successful in
developing or validating any new assays or, if we are successful in developing
and validating any such assays, that we can successfully commercialize them or
earn profits from sales of those assays.  Furthermore, we cannot assure you
that we will be able to design, develop, or successfully commercialize any
vaccines as a result of our research and development efforts.  COMMERCIAL DIAGNOSTIC
TESTING  In the event that we are able
to develop assays for the detection of diseases in animals, we intend to
establish a series of diagnostic testing laboratories geographically proximate
to the primary sources of individual diseases and/or according to specific
available operating efficiencies.  The specific number of labs to be built
and operated will be based on assay demand (demand facilitated by the number of
specific disease assays GeneThera develops), our ability to obtain the capital
to build the labs, and our ability to successfully manage them from our
principal office.   PROPERTIES  We lease a 5,730 square foot
biotechnology laboratory located at 3930 Youngfield Street, Wheat Ridge,
Colorado 80033.  The lease expired in January 2007, and the rent is
$5,235.00 per month.  Currently, the Company is on a month-to-month basis.
 Effective January 2008, the rent is $4,000 per month. We sub-lease 700
square feet to GTI Corporate Transfer Agents, LLC.  The monthly rent is
$500.  We believe that our existing facilities are adequate to meet our
current requirements.  We do not own any real property.  If we are
able to develop assays for different diseases, we intend to formalize the
procedure into a commercial application through a series of laboratories to be
owned and operated by GeneThera.  Currently, we do not have the funds to
purchase or construct any such laboratories and do not have a commitment from
any party to provide the funds for a laboratory.   ITEM
8 FINANCIAL STATEMENTS  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  JASPERS
+ HALL, PC CERTIFIED
PUBLIC ACCOUNTANTS 9175 E
Kenyon Avenue Denver,
CO 80237 303-796-0099  Board of
Directors GeneThera,
Inc. Wheat Ridge,
CO  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  We have audited
the accompanying consolidated balance sheets of GeneThera, Inc. and subsidiary
as of December 31, 2007 and 2006, and the related statements of operations,
stockholders deficit and cash flows for the years then ended and for the period
from January 1, 2005 to December 31, 2007.  These financial statements are
the responsibility of the Companys management.  Our responsibility is to
express an opinion on these financial statements based on our audits. The
cumulative financial statements for the period October 5, 1998 (inception) to
December 31, 2004, were audited by other accountants, whose report dated
February 28, 2005, expressed an unqualified opinion on those statements however
they did express concern regarding the Companys ability to continue as a going
concern. They have not performed any auditing procedures since that date.  We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.  In our opinion,
the financial statements referred to above present fairly, in all material
respects, the financial position of GeneThera, Inc. and subsidiary. as of
December 31, 2007 and 2006, and the results of their operations and their cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.  The accompanying
financial statements have been prepared assuming that the Company will continue
as a going concern.  As discussed in Note 9 to the financial statements,
the Companys accumulated deficit from operations and its difficulties in
maintaining sufficient working capital raise substantial doubt about its ability
to continue as a going concern.  Managements plans concerning these
matters are also described in Note 9.  The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.   Jaspers + Hall,
PC Denver,
Colorado April 18,
2008   Balance Sheet  Assets2007

2006Current
AssetsCash
196

234Accounts
receivable
68,267

6,800Accounts
receivable Related Parties
-

17,390Prepaid
expenses
-

1,890Total
Current Assets
68,463

26,314Property
and equipment
727,428

727,428Accumulated
Depreciation
(436,864)

(364,413)Property
and equipment, net
290,564

363,015Other
AssetsDeposits
5,278

5,278Total
Other Assets
5,278

5,278Total
Assets
$
                   364,305

$
                 394,607  The accompanying notes are an integral part of these financial
statements.   Liabilities
and Stockholders' Equity2007

2006Current
LiabilitiesAccounts
payable
582,869

594,095Accrued
expenses
968,702

704,724Leases
payable, current portion
-

12,040Notes
 payable
150,290

107,552Total
Current Liabilities
1,701,861

1,418,411Total
Liabilities
1,701,861

1,418,411Stockholders'
EquityPreferred
stock, $.001 par value, 20,000,000 shares authorized;Series
A 4,600 shares issued and outstanding $.001 par value
5

5Series
B 3,000,000 shares issued and outstanding $.001 par value
3,000

2,250Common
stock $.001 par value, 100,000,000 shares authorized;51,525,849
shares issued and outstanding
51,527

35,476Additional
paid in capital
15,017,704

14,506,428Deficit
accumulated during development stage
(16,409,792)

(15,567,963)Total
Stockholders' Equity
(1,337,556)

(1,023,804)Total
Liabilities &  Stockholders' Equity
364,305

394,607  The accompanying notes are an integral part of these financial
statements  Statement
of Operations For the
period fromYear End
December 31,

October
5, 19982007

2006

(inception) toDecember
31, 2007IncomeSales
$
                97,900

$
                150,000

$
                      516,649Research
fees
-

-

188,382Total income
97,900

150,000

705,031Cost of sales
-

-

(30,352)Gross profit
97,900

150,000

674,679ExpensesOther
compensation
-

-

3,283,009Consulting
236,757

444,420

4,820,594General
and administrative expenses
379,068

739,529

3,886,687Payroll
expenses
235,350

306,890

2,104,619Depreciation
72,451

77,014

475,567Settlement
expense


25,132

82,625Dividend
Payment
15,980



15,980Lab
expenses
223

39,592

294,740Total expenses
939,829

1,632,578

15,019,535Loss from
operations
(841,929)

(1,482,577)

(14,344,856)Other income
(expenses)Beneficial
conversion expense
-

-

(1,987,991)Interest
expense
-

-

(46,758)Gain
on settlements
-

-

58,203Other
income (expenses), net
100

6

33,675Net loss
$
            (841,829)

$
            (1,482,570)

$
                 (16,409,792)Loss
per common share Basic & Diluted
$
                (0.017)

$
                  (0.065)Weight
Average Shares
50,475,480

22,923,273  The accompanying
notes are an integral part of these financial statements  STATEMENTS
OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)  DevelopmentStagePreferred Stock A
Preferred Stock B
Common Stock
Paid in
Subscription
AccumulatedShares
Amount
Shares
Amount
Shares
Amount
Capital
Agreement
Deficit
TotalBalance December 31, 2004
-
-
-
-
18,732,534
18,733
10,146,977
(100,040)
$    (10,413,571)
(347,901)Shares
issued in exchange for convertible notes payable




19,000
19
18,981


19,000Shares
issued for consulting services




2,050,000
2,050
1,965,952


1,968,002Shares
issued to officers




90,000
90
73,260


73,350Cancellation
of Previously issued consulting shares




(15,204)
(15)
(15,945)


(15,960)Beneficial
conversion feature






367,397


367,397Preferred
stock issued
11,000
11




1,099,989


1,100,000Preferred
dividends paid








(46,338)
(46,338)Repurchase
of Common stock




(1,400)
(1)
(1,609)


(1,610)Shares
issued upon conversion of Preferred Shares
(1,400)
(1)


318,182
318
(317)Additional
Paid in capital- related party - note payment






20,000


20,000Shares
issued to employees




15,000
15
12,285


12,300Shares
issued upon conversion of Preferred Shares
(5,000)
(5)


1,086,957
1,087
(1,082)Satisfaction
of Subscription Receivable







100,040

100,040Net
loss for the year 2005








(3,625,483)
(3,625,483)Balance
December 31, 2005
4,600
5


22,295,069
22,296
13,685,888
-
(14,085,392)
(377,203)  Shares
issued to officers in lieu of salary
                                                                          90,000
             90
                      12,510
                                                                         12,600 Shares
issued to replace cancelled certificate-settlement




40,000
40
7,160


7,200Shares
issued for consulting services




700,000
700
87,300


88,000Share
issued to officer




1,500,000
1,500
58,500


60,000Shares
issued for consulting services




5,796,667
5,797
326,003


331,800Share
issued to officer




750,000
750
29,250


30,000Shares
issued for Settlement




600,000
600
35,400


36,000Shares
issued to officersin
lieu of accrued salary




1,600,000
1,600
114,400


116,000Shares
issued for consulting services




4,353,000
4,353
150,017


154,370Net
Loss December 31, 2006








(1,482,571)
(1,482,571)Balance
December 31, 2006
4,600
5
2,250,000
2,250
35,474,736
35,476
$ 14,506,428
-
(15,567,963)
(1,023,804)  Shares
issued for consulting services





2,336,500
2,337
87,623

89,960Shares
issued to officers in lieu of salary





1,485,000
1,485
71,865

73,350Shares
issued for consulting services





7,912,001
7,912
255,504

263,416Shares
Sold Officers


750,000
750


14,250


15,000-Shares
issued for consulting services





1,855,390
1,855
35,252

37,107Shares
issued for consulting services





2,462,222
2,462
46,782

49,244Net
Loss December 31, 2007








(841,829)
(841,829)Balance
December 31, 2007
4,600
5
3,000,000
3,000
51,525,849
51,527
15,017,704
-
(16,409,792)
(1,337,556)  The accompanying notes are an integral part of these financial
statements   Statement
of Cash Flows  For the period fromYear End December 31,

October 5, 1998(inception) to2007

2006

December 31, 2007Cash
flows from operating activities:Net
loss
$
         (841,829)

$
         1,482,571

$
             (15,757,660)Adjustments
to reconcile net loss to netcash
provided by (used in) operating activities:Depreciation
and amortization
72,451

77,014

$
                  238,031Compensation
in exchange for common stock
439,727

629,970

$
                8,960,311Beneficial
conversion feature




$
                1,987,990Changes
in operating assets and liabilities(Increase)
Decrease in:Accounts
receivable
(61,467)

(90,990)

$
                 (129,734)Accounts
receivable Related Parties
17,390

(17,390)

$
                    17,390Reserve
for Uncollectible
-

90,000

$
                    90,000Inventory
-

-

$
                          -Prepaid
expenses
1,890

8,661

$
                       (110)Other
assets
-

9,736

$
                      7,278Increase
in accounts payableand
accrued liabilities
353,752

417,669

$
                1,720,956Total
adjustments
823,743

1,124,670

12,892,112Net
cash used in operating activities
(18,086)

(357,901)

(2,865,548)Cash
flows from investing activities:Cash
payments for the purchase of property
-

-

(299,072)Cash
flows from financing activities:Bank
overdraft




-Capital
contributed as equipment




272,376Principal
payments on notes & leases payable




(240,119)Payment
of lease payable
(12,040)

(2,311)

120,343Payment
for Accrued Salaries
73,350

116,000

189,350Proceeds
from issuance of  stock
15,000

90,000

1,908,882Proceeds
from loans payable
(58,262)

152,777

1,632,790Proceeds
from Subscription Receivable
-



100,040Repurchase
of Common Stock
-



(1,610)Receipt
of APIC
-



20,000Payment
of Preferred Dividends
-



(46,338)Net
cash provided by financing activities
18,048

356,466

3,955,714Net
increase (decrease) in cash
(38)

(1,435)

791,094Cash,
beginning of year
234

1,669

-Cash,
end of year
$
                 196

$
                  234

$
                        196Supplemental
disclosures of cash flow information:Cash
paid during the period for interest expense
$
                   -



$
                    46,758Cash
paid during the period for Taxes
$
                   -

$
                    -

$
                          -  The accompanying notes are an integral part of these financial
statements  GENETHERA, INC. AND SUBSIDIARY (A DEVELOPMENT
STAGE COMPANY) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31,
2007   NOTE 1 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)  GeneThera, Inc.,
formerly known as Hand Brand Distribution, Inc., was incorporated in November
1995, under the laws of the State of Florida.  On February 25, 2002,
GeneThera, Inc. acquired 100% of the outstanding shares of GeneThera, Inc.
(Colorado).  A total of 16,611,900 shares of common stock were issued for
the acquisition. For accounting purposes, the acquisition has been treated as a
reversed merger and as a recapitalization of GeneThera, Inc. (Colorado).  GeneThera, Inc.
(Colorado) is a biotechnology company that develops molecular assays for the
detection of food contaminating pathogens, veterinary diseases and genetically
modified organisms.  Principles
of Consolidation  The accompanying
consolidated financial statements include the accounts of GeneThera, Inc.
(Florida) and GeneThera, Inc. (Colorado).  All significant inter-company
balances and transactions have been eliminated in consolidation.  Use of
Estimates  The preparation
of financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.  Actual results could
differ from those estimates.  Concentration of Credit Risk  Financial
instruments that potentially subject the Company to concentration risks are cash
and accounts receivable.  At various times during the year, the Company had
deposits in excess of the federally insured limits.  The Company maintains
its cash with high quality financial institutions, which the Company believes
limits these risks.  RELATED PARTY TRANSACTIONS  Setna Holdings, LLC is a
related party to the Company with a promissory note of $150,290. Mr. Anthony J.
Milici is the Managing Director of Setna Holdings. GTI Corporate Transfer
Agents, LLC is the Companys transfer agent. After the death of the original
Managing Director, Ms. Juanita Pagan sometime in March 2006, Ms. Tannya L.
Irizarry became the Managing Director (Interim) of GTI Corporate Transfer
Agents, LLC with a one third ownership and/or interest. Ms. Irizarry is also the Chief
Administrative Officer and Chief Financial Officer (Interim) of the Company,
hence making the accounts receivable transaction of $17,390 to be a related
party.GTI Corporate Transfer Agents LLC does not share employer identification
number with GeneThera, Inc. Elia, Inc. was paid 500,000 common shares in
exchange for services rendered on May 2nd 2006. Elia is partially
owned by an independent contractor of GeneThera, Inc. Elia has paid $78,202 of
GeneThera, Inc. expenses in 2006. NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  Property
and Equipment  Property and equipment are
stated at cost. Equipment under capital leases is stated at the present value of
minimum lease payments.  Depreciation is calculated on a straight-line
basis over the estimated useful lives of the assets, which is 5 to 10 years.
 Betterments, which extend the life of the asset, are capitalized, and
maintenance and repairs are expensed as incurred.  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  Our Research and Development
contracts are on a pre-paid basis in order to reflect our milestones during the
research investigation. Revenues from sales are recognized when services are
completed.  Loss per
Share  Basic loss per share for each
year is computed by dividing loss for the year by the weighted average number of
common shares outstanding during the year.  Diluted loss per share includes
the effects of common stock equivalents to the extent they are dilutive. At
December 31, 2007 and 2006 all common stock equivalents were anti-dilutive and
therefore diluted loss per share equaled basic loss per share. The total
outstanding warrants of 597,826 and the CEO exercisable option of 2,730,000
would be added into the weighted average common shares if not anti-dilutive in
calculating diluted loss per share.  Fair Value of Financial
Instruments  The respective
carrying value of certain on-balance sheet financial instruments approximated
their fair value.  These instruments include cash, accounts receivable and
accounts payable.  Fair values were assumed to approximated carrying values
for these financial instruments since they are short-term in nature and their
carrying amounts approximate fair values or they are receivable or payable on
demand.  Net Cash
and Cash Equivalents  The Company
considers all highly liquid debt instruments purchased with an original maturity
of three months or less to be cash equivalents.  Recent Accounting
Pronouncements  In March 2005,
the FASB issued FASB interpretation No. 47, Accounting for Conditional Asset
Retirement Obligations (FIN 47). FIN 47 provides guidance relating to the
identification of and financial reporting for legal obligations to perform an
asset retirement activity. The Interpretation requires recognition of a
liability for the fair value of a conditional asset retirement obligation when
incurred if the liabilitys fair value can be reasonably estimated. FIN 47 also
defines when an entity would have sufficient information to reasonably estimate
the fair value of an asset retirement obligation.  The provision is
effective no later than the end of fiscal  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  years ending
after December 15, 2005.  The Company will adopt FIN 47 beginning the first
quarter of fiscal year 2006 and does not believe the adoption will have a
material impact on its consolidated financial position or results of operations
or cash flows.  In May 2005, the
FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS
154) which replaces Accounting Principles Board Opinions No. 20 Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements An Amendment of APB Opinion No. 28. SFAS 154 provides guidance on
the accounting for and reporting of accounting changes and error corrections.
 It establishes retrospective application, or the latest practicable date,
as the required method for reporting a change in accounting changes and a
correction of errors made in fiscal years beginning after December 15, 2005 and
is required to be adopted by the company in the first quarter of 2006.  The
Company is currently evaluating the effect that the adoption of SFAS 154 will
have on its results of operations and financial condition but does not expect it
to have a material impact.  In June 2005,
the Emerging Issues Task Force, or EITF, reached a consensus on Issue 05-6,
Determining the Amortization Period for Leasehold Improvements, which requires
that leasehold improvements acquired in a business combination or purchased
subsequent to the inception of a lease be amortized over the lesser of the
useful life of the assets or a term that includes renewals that are reasonably
assured at the date of the business combination or purchase. EITF 05-6 is
effective for periods beginning after July 1, 2005.  We do not expect the
provisions of this consensus to have a material impact on the financial
position, results of operations or cash flows.  In
 February  2006,  the  FASB  issued  SFAS
 155, Accounting for Certain Hybrid Financial  Instruments,
 which  amends  SFAS  133,  Accounting  for
 Derivative Instruments and Hedging Activities, and SFAS 140, Accounting
for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities - a replacement of FASB Statement No. 125. SFAS 155 will be
effective for the Company for all financial instruments issued or acquired after
the beginning its fiscal year ending December 31, 2006. The Company not yet
evaluated and determined the likely effect of SFAS 155 on future financial
statements.  In June 2006,
the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income
Taxes - An Interpretation of FASB Statement No. 109, (FIN 48). FIN 48 clarifies
the accounting for uncertainty in income taxes recognized in an enterprise's
financial statements in accordance with FASB Statement No. 109, Accounting for
Income Taxes.   FIN 48 also prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return that results in a
tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
statement classification of interest and penalties, accounting in interim
periods, disclosure, and transition. This interpretation is effective for the
Company for its fiscal year ending December 31, 2007. The Company has not yet
evaluated the effect that the application of FIN 48 may have, if any, on its
future results of operations and financial condition.  In September
2006, the FASB issued SFAS No. 157, Fair Value Measurements.  This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements.  This statement applies under other accounting
pronouncements that require or permit fair value measurements.  SFAS No.
157 is effective for the Company for its fiscal year beginning on July 1, 2008.
 The Company is currently assessing the impact the adoption of SFAS No. 157
will have on its financial statements.  In September
2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order to
eliminate the diversity of practice surrounding how public companies quantify
financial statement misstatements.  In SAB 108, the SEC staff established
an approach that requires quantification of financial statement misstatements
based on the effects of the misstatements on each of the Companys financial
statements and the related financial statement  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Recent Accounting
Pronouncements - continued  disclosures.
 SAB No. 108 is effective for the Company for its current fiscal year.
 The adoption of SAB No. 108 did not have an impact on the Companys
financial statements.  On February 15,
2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities  Including an Amendment of FASB Statement No. 115.
 This standard permits an entity to measure many financial instruments and
certain other items at estimated fair value.  Most of the provisions of
SFAS No. 115 (Accounting for Certain Investments in Debt and Equity Securities)
apply to all entities that own trading and available-for-sale securities.
 The fair value option created by SFAS No. 159 permits an entity to measure
eligible items at fair value as of specified election dates.   Among
others, eligible items exclude (1) financial instruments classified (partially
or in total) as permanent or temporary stockholders equity (such as a
convertible debt security with a non-contingent beneficial conversion feature)
and (2) investments in subsidiaries and interests in variable interests that
must be consolidated.  A for-profit business entity will be required to
report unrealized gains and losses on items for which the fair value option has
been elected in its statements of operations at each subsequent reposting date.
  The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
 SFAS No. 159 is effective as of the beginning of the first fiscal year
that begins after November 15, 2007.  The Company has not yet evaluated the
effect that the application of SFAS No. 159, may have, if any, on its future
results of operations and financial condition.  NOTE 2
       ACCOUNTS RECEIVABLE  The Company has an outstanding
Accounts Receivable to a related party as follows: 2007
2006Receivable with no interest, due on demand, unsecured.
$0
$17,390Less Current Portion
(0)
(17,390)Total Accounts Receivable- related party
**$0**
**$0**     There was no interest revenue
related to this obligation for the years ended December 31, 2007 and 2006. This
transaction is with a related party as an officer of GeneThera, Inc. is a
one-third owner of GTI Corporate Transfer Agents, LLC. GTI  paid GeneThera
operations expenses in the beginning of 2006.  The receivable of $90,000 for
Xpention Genetics was written off to bad debt and reserve for uncollectible
debt.   NOTE
3 PROPERTIES
AND EQUIPMENT  Property and equipment at
December 31, 2007 and 2006 consisted of the following:   2007
2006Office Equipment
$84,344
$84,344Laboratory Equipment
643,084
643,084Total
727,428
727,428Less: Accumulated Depreciation
(436,864)
(364,413)Net Property & Equipment
290,564
363,015       Depreciation
expense for the years ended December 31, 2007 and 2006 was $72,451 and $77,014,
respectively.  NOTE
4 LEASE
OBLIGATIONS  Operating
Leases  The Company
leases its office, warehouse, laboratory space and vehicle under non-cancelable
operating leases, which have initial terms in a month-to-month basis.  We
sub-lease 700 square foot office space to GTI Corporate Transfer Agents, LLC
located on the 3924 unit of our lease space reflected as 3930 Youngfield Street,
Suite #2, Wheat Ridge, CO 80033.  The Lease is on a month-to-month basis
and the rent is $500.00 per month. The rent is paid out in Common Stock.  Total lease
expense for the years ended December 31, 2007 and 2006 was $54,405, and $62,823,
respectively.  Capital
Leases  The Companys
property under capital leases is included in property and equipment (See Note 3)
and is summarized as follows:    2007
2006Laboratory Equipment
$31,574
$31,574Computer
2,672
2,672Total
34,246
34,264Less: Accumulated Depreciation
(23,077)
(23,077)Net Assets Under Capital Leases
$11,169
$12,760   Future annual minimum lease payments under these non-cancelable
operating and capital leases at December 31, 2007 were as follows: Operating Leases
Capital Leases2008

0
02009

0
02010 and thereafter

0
0Less amount representing interest

**$0**
0Present value of minimum lease payments


0Less current portion


0(0)Long-term portion of capital lease payable


**$0**  Total interest
expense, including late fees, under capital leases was $0 and $3,828 for the
years ended December 31, 2007 and 2006, respectively.  NOTE 5 LOAN PAYABLE  The Company has an outstanding
loan payable to a related party as follows: 2007
2006Loan payable with no interest, due on demand, unsecured
105,290
107,552Less current portion
(0)
(0)Total current loan payable- related party
$105,290
$107,552   There was no interest
expense related to this obligation for the years ended December 31, 2007 and
2006.  Setna Holdings is a shareholder and is managed by Anthony J. Milici.
Setna is advancing the company funds for their operational expense until pending
contracts are finalized.  NOTE
6 STOCKHOLDERS
EQUITY (DEFICIT)  Common
Stock Transactions  On December 31,
2007, the Company authorized 100,000,000 shares of $.001 par value common stock;
51,525,849 are outstanding at December 31, 2007.  In January 2005,
the Company issued 2,000 shares of common stock valued at $2,200 pursuant to
conversion rights exercised by a holder.  In January 2005,
the Company cancelled 15,204 shares of common stock valued at $15,960 from a
consultant. Accordingly, $15,960 for consultant expense was charged to
operations.  In January 2005,
the Company cancelled 1,400 shares of common stock valued at $1,610 from a
consultant. Accordingly, $1,610 for consultant expense was charged to
operations.  In March 2005,
the Company issued 1,475,000 shares valued at $1,489,999 to a marketing
consultant and resulted in an immediate charge to operations.  NOTE 6 STOCKHOLDERS EQUITY (DEFICIT) - continued  In March 2005,
the Company issued 175,000 shares valued at $182,000 to two consultants
assisting the Company in the development of operations in Mexico and resulted in
immediate charges to operations.  In March 2005,
the Company issued 45,000 shares valued at $46,350 to an officer in lieu of
salary and resulted in an immediate charge to operations.  In May 2005, the
Company issued 45,000 shares valued at $27,000 to an officer in lieu of salary
and resulted in an immediate charge to operations.  In May 2005, the
Company issued 17,000 shares of common stock valued at $12,580 pursuant to
conversion rights exercised by a holder. In June 2005, the Company issued
318,182 shares of common stock in exchange for 1,400 of its Series A Preferred
Stock.  In July 2005,
the Company issued 15,000 shares of common stock valued at $12,300 to employees
and resulted in an immediate charge to operations.  In July 2005,
the Company issued 400,000 shares valued at $296,000 to a marketing consultant
and resulted in an immediate charge to operations.  In March 2006,
the Company issued 40,000 shares valued at $7,200 in settlement of a lawsuit
previously filed by OR Surgical and resulted in an immediate charge to
operations.  In March 2006,
the Company issued 90,000 shares valued at $12,600 to two officers in lieu of
salary and resulted in an immediate charge to operations.  In May 2006, the
Company issued 500,000 shares valued at $65,000 to a marketing consulting group
and resulted in an immediate charge to operations.  In May 2006, the
Company issued 50,000 shares valued at $6,500 to consulting services for lab
work and resulted in an immediate charge to operations.  In June 2006,
the Company issued 750,000 shares valued at $82,500 to consulting services of
operations and resulted in an immediate charge to operations.  In August 2006,
the Company issued 2,130,000 shares valued at $131,800 to consulting services of
operations and resulted in an immediate charge to operations.  In August 2006,
the Company issued 625,000 shares valued at $37,500 to the line of credit fees
of operations and resulted in an immediate charge to operations.  In September
2006, the Company issued 3,041,667 shares valued at $162,500 to consulting
services of operations and resulted in an immediate charge to operations.  In September
2006, the Company issued 600,000 shares valued at $36,000 to a settlement and
resulted in an immediate charge to operations.  In September
2006, the Company issued 1,000,000 shares valued at $50,000 to lieu of salary
and resulted in an immediate charge to operations.  In October 2006,
the Company issued 2,400,000 shares valued at $96,750 to consulting services of
operations and resulted in an immediate charge to operations.  NOTE 6 STOCKHOLDERS EQUITY (DEFICIT) - continued  In November
2006, the Company issued 678,000 shares valued at $29,870 to consulting services
of operations and resulted in an immediate charge to operations.  In November
2006, the Company cancelled 200,000 shares valued at $10,000 to consulting
services.  In December
2006, the Company issued 1,100,000 shares valued at $34,000 to consulting
services of operations and resulted in an immediate charge to operations.  In January
2007, the Company issued 1,100,000 shares valued at $33,000 to consulting
services of operations and resulted in an immediate charge to operations.  In February
2007, the Company issued 400,000 shares valued at $16,000 to consulting services
of operations and resulted in an immediate charge to operations.  In March 2007,
the Company issued 836,500 shares valued at $40,960 to consulting services of
operations and resulted in an immediate charge to operations.  In April 2007,
the Company issued 1,399,706 shares valued at $59,835 to consulting services of
operations and resulted in an immediate charge to operations.  In April 2007,
the Company issued 1,440,000 shares valued at $.05/share, $72,000 for lieu
salary.  In May 2007, the
Company issued 5,295,331 shares valued at $160,356 to consulting services of
operations and resulted in an immediate charge to operations.  In May 2007, the
company issued 45,000 shares valued at S.03/share, $1,350 for lieu of
salary.  In June 2007,
the company issued 1,216,964 shares valued at $43,225 to consulting services of
operations and resulted in an immediate charge to operations.  In July 2007,
the company issued 534,928 shares valued at $10,699 to consulting services of
operations and resulted in an immediate charge to operations.  In August 2007,
the company issued 738,438 shares valued at $14,769 to consulting services of
operations and resulted in an immediate charge to operations.  In September
2007, the company issued 582,024 shares valued at $11,640 to consulting services
of operations and resulted in an immediate charge to operations.  In October 2007,
the company issued 1,211,347 shares valued at 24,226 to consulting services of
operations and resulted in an immediate charge to operations.  In November
2007, the company issued 523,526 shares valued at 10,471 to consulting services
of operations and resulted in an immediate charge to operations.  In December
2007, the company issued 727,349 shares valued at 14,547 to consulting services
of operations and resulted in an immediate charge to operations.      Preferred
Stock  On December 31, 2007, the
Company authorized 20,000,000 shares of $0.001 par value preferred stock; 4,600
shares of Series A, Convertible Preferred Stock (Series A) and 3,000,000
Shares of Series B, Convertible Preferred Stock (Series B) were issued and
outstanding at December 31, 2007.  Preferred Stock
(Series A) shall be convertible into Common Stock any time at the holders
sole discretion in part or in whole by dividing the Purchase Price per Share by
a price (the Conversion Price) equal to 110% of the Market Value on the
Closing Date.  Market Value on any given date shall be defined as the
average of the lowest three intra-day trading prices of the Companys common
stock during the 15 immediately preceding trading days.  Pursuant to the
Registrant's Certificate of Designation establishing the Series B Preferred
Stock, each share of the currently issued and outstanding Series B Preferred
Stock may be converted into ten (10) fully paid and non-assessable shares of the
Registrant's common stock. On all matters submitted to a vote of the holders of
the common stock, including, without limitation, the election of directors, a
holder of shares of the Series B Preferred Stock is entitled to the number of
votes on such matters equal to the number of shares of the Series B Preferred
Stock held by such holder multiplied by twenty (20).  On January 18, 2005, the Company issued 11,000 shares of its
Series A Preferred Stock to Mercator Momentum Fund, LP, Mercator Momentum Fund
III, LP and Monarch Pointe Fund, Ltd. (the Purchasers), for $100 per share, or
an aggregate of $1,100,000.  The Company also issued warrants to purchase
an aggregate of 597,826 shares of common stock at an exercise price of $0.92 per
share, in consideration for the aggregate proceeds of $1,100,000 to the
Purchasers and Mercator Advisory Group, LLC, an affiliate of the Purchasers.
 In connection with the sale of the shares, the Companypaid a due diligence fee of $88,000 and legal
expenses of $10,000 to Mercator Advisory Group, LLC.  All warrants expire
on January 18, 2008.  In June 2005,
1,400 shares of Series A Preferred Stock were cancelled and converted into
318,182 common shares of the company  In July 2005,
5,000 shares of Series A Preferred Stock were cancelled and converted into
1,086,957 common shares of the company. The adjustment to shareholder
equity was due to the reclassification in common stock in the amount of 49,658.  On May 5, 2006, GeneThera,
Inc. (the "Registrant") entered into a subscription agreement and issued
1,500,000 shares of the Registrant's Series B convertible, preferred stock, par
value $0.001 per share (the "Series B Preferred Stock"), to Antonio Milici,
Registrant's Chief Executive Officer and Chairman of the Board of Directors. The
Series B Preferred Stock was issued to Dr. Milici for cash consideration of
$.04, per share, or an aggregate of Sixty Thousand ($60,000) Dollars.  On September 1, 2006,
GeneThera, Inc. (the "Registrant") entered into a subscription agreement and
issued 750,000 shares of the Registrant's Series B convertible, preferred stock,
par value $0.001 per share (the "Series B Preferred Stock"), to Tannya L.
Irizarry, Registrant's Chief Administrative Officer. The Series B Preferred
Stock was issued to Ms. Irizarry for cash consideration of $.04, per share, or
an aggregate of Thirty Thousand ($30,000) Dollars.  In April 2007,
the company issued 750,000 preferred B shares valued at $.06/share to adjust
9/1/06 issued Preferred Stock. To Tannya L. Irizarry, Registrants Chief
Administrative officer.  Warrants  The Company has
warrants to purchase an aggregate of 597,826 shares of common stock at an exercise price
of $0.92 per share outstanding at December 31, 2007. Warrants expire on January
18th 2008.  Summary
of Warrant activity Warrants-Common Share Equivalents
Weighted Average Exercise Price

Warrants exercisable-Common share equivalents
Weighted Average Exercise PriceOutstanding
December 31, 2004Granted
597,826
$0.92

597,826
$0.92Exercised
0


0Outstanding
December 31, 2005
597,826
$0.92

597,826
$0.92Granted
0


0Exercised
0


0Outstanding
December 31, 2006
597,826
$0.92

597,826
$0.92Granted
0


0Exercised
0


0Outstanding
December 31, 2007
597,826
$0.92

597,826
$0.92   (1)
    In January of 2005, we issued 597,826 warrants to MAG
Capital and three affiliated parties of MAG Capital as part of a $1.1
   million
        convertible note. The warrants
carried a term of 3 years and subsequently expired in January of 2008.   Warrants
outstanding Warrants
exercisable  Range of Warrant Exercise Price
Warrants-Common Share Equivalents
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life as of
12/31/2007

Warrants-Common
Share Equivalents
Weighted average Exercise price$0.92
597,826
$0.92
.083 years

597,826
$0.92    Option
grant summary  Warrants-Common Share Equivalents
Weighted Average Exercise Price

Warrants exercisable-Common share equivalents
Weighted Average Exercise PriceOutstanding
December 31, 2004
0Granted
 (1)
597,826
$0.92

597,826
$0.92Exercised
0


0Outstanding
December 31, 2005
597,826
$0.92

597,826
$0.92Granted
0


0Exercised
0


0Outstanding
December 31, 2006
597,826
$0.92

597,826
$0.92Granted
0


0Exercised
0


0Outstanding
December 31, 2007
597,826
$0.92

597,826
$0.92Options-Common Share Equivalents
Weighted Average Exercise Price

Options exercisable-Common share equivalents
Weighted Average Exercise PriceOutstanding
December 31, 2003
0Granted
(2)
1,450,000
$0.25

1,450,000
$0.25Exercised
0


0Outstanding
December 31, 2004
1,450,000
$0.25

1,450,000
$0.25Granted
 (3)
1,280,000
$0.44

1,280,000
$0.44Exercised
0


0Outstanding
December 31, 2005
2,730,000
$0.34

2,730,000
$0.34Granted
0


0Exercised
0


0Outstanding
December 31, 2006
2,730,000
$0.34

2,730,000
$0.34Granted
0


0Exercised
0


0Outstanding
December 31, 2007
2,730,000
$0.34

2,730,000
$0.34        Options
 outstanding Options
exercisable  Range of Option Exercise Price
Options-Common Share Equivalents
Weighted Average Exercise Price
Weighted Average Remaining Contractual Life as of
12/31/2007

Options-Common
Share Equivalents
Weighted average Exercise price$0.25
1,780,000
$0.25
3.33

1,780,000
$0.25$0.50
950,000
$0.50
2.25

950,000
$0.50Total
2,730,000
$0.34


2,730,000
$0.34  (1) Issued
pursuant to 2004 Senior Officer Option Plan. These options were subsequently
recalculated after the Companys reverse stock split made effective in July
2008. Outstanding options under this plan are now 290 at an exercise price of
$1250. (2) Issued
pursuant to 2005 Employee, Director, and Consultant Option Plan. These options
were subsequently recalculated after the Companys reverse stock split in July
2008. Outstanding options under this plan after the split were 66 at $1250 and
all expired in September 2008. (3) Issued
pursuant to 2005 Employee, Director, and Consultant Option Plan. These options
were subsequently recalculated after the Companys reverse stock split in July
2008. Outstanding options under this plan after the split were 190 at $2500 and
expire in September 2010.  NOTE
7 INCOME
TAXES  The Company has
no current or deferred income tax due to its operating losses.  The Company has
a federal net operating loss carry forward at December 31, 2007 and 2006 of
approximately $16,409,792 and $15,567,963, respectively, subject to annual
limitations prescribed by the Internal Revenue Code, that are available to
offset future taxable income through 2025.  A 100% valuation allowance has
been recorded to offset the net deferred taxes due to uncertainty of the
Companys ability to generate future taxable income.  NOTE
8 CONTINGENCIES  The Company is
involved in claims arising during the ordinary course of business resulting from
disputes with vendors and shareholders over various contracts and agreements.
While the ultimate outcome of these matters has yet to be determined, management
has included a provision for these claims based on known facts and circumstances
as of December 31, 2007 in the amount of $55,000.   NOTE
9 GOING-CONCERN
UNCERTAINTY  These financial
statements are presented assuming the Company will continue as a going concern.
 For the years ended December 31, 2007 and 2006, the Company showed
operating losses of $841,829 and $1,482,570, respectively. The accompanying
financial statements indicate that current liabilities exceed current assets by
$1,633,398 and $1,392,097 at December 31 2007 and 2006, respectively. These factors
raise substantial doubt about its ability to continue as a going concern.
 Managements plan with regard to these matters includes raising working
capital and significant assets and resources to assure the Companys viability,
through private or public equity offering, and/or debt financing, and/or through
the acquisition of new business or private ventures. The Company will bring in
contract work and start the operation in Mexico to bring in revenue.  NOTE 10
    RESEARCH AND DEVELOPMENT COSTS  All research and development
costs are charged to expense when incurred.  The following table
illustrates the types of expenses imbedded in the financial statements as costs
related to laboratory research, formulation, and design and testing of products
and processes as related to the business plan.    2007
2006Consulting
0
0Salaries
144,000
144,000Lease Expense
63,217
63,217Depreciation
11,751
11,751Lab Expenses
223
39,592Totals
$219,191
$258,560    ITEM 9 CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE  Since March 15, 2006, our
auditors are Jaspers + Hall, PC.  ITEM 9A CONTROLS AND
PROCEDURES  Dr. Tony Milici, Our Chief
Executive Officer (CEO), and Tannya L. Irizarry, our Chief Financial Officer
(CFO), have performed an evaluation of the Companys disclosure controls and
procedures, as that term is defined in Rule 13a-15 (e) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), as of December 31, 2007
and each has concluded that such disclosure controls and procedures were
ineffective to ensure that information required to be disclosed in our periodic
 reports filed under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified by the Securities and Exchange
Commissions rules and forms and such information is accumulated and
communicated to our management as appropriate to allow for timely decisions
regarding required disclosure. We will be working on them to improve their
effectiveness.  Therefore, there will be significant changes in our
internal controls and in other factors that will definitely and positively
affect internal controls subsequent to the date we carried out our
evaluation.  MANAGEMENTS REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING  Our management is responsible
for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Companys
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.  Because of its inherent
limitations, internal controls over financial reporting many not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to
future periods are subject to the r isk that controls may become inadequate
because of changes in conditions or because the degree of compliance with
policies or procedures may deteriorate.  Under the supervision and with
the participation of our management, including our CEO and CFO, we conducted an
assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2007. The assessment was based on criteria established in the
framework Internal Control-Integrated Framework, issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on this assessment,
management concluded that our internal control over financial reporting was
ineffective as of December 31, 2007.  PART
III.  ITEM 10 DIRECTORS,
OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE
EXCHANGE ACT  DIRECTORS AND EXECUTIVE
OFFICERS  The following persons are
currently serving as the Companys executive officers and directors.  Name Age Positions  Dr.
Antonio Milici 53 Chairman
of the Board, Chief Executive Officer and Chief
Scientific Officer  Tannya
L. Irizarry 48 Chief
Financial Officer (Interim)  Dr.
Thomas G. Slaga 63 Director  Dr. Antonio Milici
founded GeneThera, Inc. in 1999 and has served as its Chairman and CEO since
inception.  Prior to founding GeneThera, Dr. Milici served as CEO and
President of Genetrans, Inc., a genetic diagnostic company from 1993 to 1998.
 Dr. Milici was also an assistant professor in the department of Molecular
Pathology at the University of Texas M.D. Anderson Cancer Center.  Tannya L. Irizarry has
served as Chief Administrative Officer since 1999.  She is now serving as
Chief Financial Officer (Interim).  Ms. Irizarry has over 20 years of
experience in medical technology and biotechnology industries.  Ms.
Irizarry worked at the University of Texas M.D. Anderson Cancer Center in the
department of Neuro-Oncology with Dr. William S. Fields and the Office of
Education with Dr. James Bowen; St. Joseph Hospital in the biotechnology
division.  Ms. Irizarry was the Vice President of Genetrans, Inc. from 1994
to 1998.  Ms. Irizarry relocated to Colorado in order to manage GeneThera,
Inc. at the request of Dr. Milici.  Dr. Thomas Slaga has
served on GeneTheras Board of Directors since 2003.  Dr. Slaga has
investigated cancer causation and prevention for more than 35 years.  He
held a position as Scientific Director of the AMC Cancer Research Center in
Denver, Colorado since 1999 until 2005.  He chairs the Center for Cancer
Causation and Prevention at AMC and also serves as Deputy Director of the
University of Colorado Cancer Center.  Previously, from 1983 to 1997, he
served as Director of the Science Park  Research Division of The University of
Texas M.D. Anderson Cancer Center.  Dr. Slaga was co-founder of Molecular
Carcinogenesis in 1987 and served as editor-in-chief until early 2003.
 Since June 2005, Dr. Slaga was appointed Director of The Cancer Institute
at the University of Texas in San Antonio.  Each Director is elected at
the Companys annual meeting of shareholders and holds office until the next
annual meeting of shareholders, or until the successors are elected and
qualified.  At present, the Companys bylaws provide for not less than
three or more than seven Directors.  Currently, we have two Director
Positions.  The bylaws permit the Board of Directors to fill any vacancy
and such Director may serve until the next Annual Meeting of Shareholders or
until his successor is elected and qualified.  Officers are elected by the
Board of Directors and their terms of office are, except to the extent governed
by employment contracts, at the discretion of the Board.  The officers of
the Company devote full time to the business of the Company.   SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE  Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires our Executive Officers,
Directors and 10% Shareholders to file reports regarding initial ownership and
changes in ownership with the SEC.  Executive Officers, Directors, and 10%
Shareholders are required by SEC regulations to furnish us with copies of all
Section 16(a) forms they file.  Our information regarding compliance with
Section 16(a) is based solely on a review of the copies of such reports
furnished to us by our Executive Officers, Directors and 10% Shareholders.
 These forms include (i) Form 3, which is the Initial Statement of
Beneficial Ownership of Securities, (ii) Form 4, which is a Statement of Changes
in Beneficial Ownership, and (iii) Form 5, which is an Annual Statement of
Changes in Beneficial Ownership.  The Company has recently
adopted a Code of Ethics applicable to its principal executive officer,
principal financial officer, and principal accounting officer.  Our Code of
Ethics can be obtained by calling the Company at 303-463-6371.  ITEM 11 EXECUTIVE
COMPENSATION  The following table sets forth
certain summary information for the fiscal year ended December 31, 2007,
concerning the compensation awarded to, earned by, or paid to those persons
serving as executive officers during fiscal year 2007.  SUMMARY COMPENSATION
TABLE  The following table sets forth
certain summary information for the fiscal year ended December 31, 2007,
concerning the compensation awarded to, earned by, or paid to those persons
serving as executive officers during fiscal year 2006, that served as our Chief
Executive Officer or earned compensation in excess of $100,000 (the Names
Executive Officers).  No other executive officer of the Company had a
total annual salary and bonus for 2007 that exceeded $100,000.  Antonio
Milici, M.D., Ph.D., and Tannya L. Irizarry were the only executive officers
during the fiscal year ended December 31, 2007.  The following table summarizes
compensation earned in each of the last three fiscal years by the named
officers.   Summary
Compensation Table  The following table summarizes
the annual and long-term compensation paid to Dr. Tony Milici, our chief
executive officer.  Except for Dr. Milici, no other executive officer
received annual remuneration in excess of $100,000 during 2006 or 2007. This
summary compensation table shows certain compensation information for services
rendered in all capacities during each of the last two completed fiscal years. Name
and Principal Position
Year
Salary
$
Bonus
Stock
Awards
Option
Awards
Non-Equity
Incentive Plan Compensation
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings
All
Other Compensation
TotalDr.
Tony Milici
Chief
Executive Officer
Tannya
Irizarry Chief Financial Officer
2006

2007

2006
144,000
(1)
$144,000
(2)

90,000
-
-



45,000
Restricted
Shares
-
-
-
-
144,000

144,000

135,000Tannya
Irizarry Chief Financial Officer
2007
90,000
-
45,000
Restricted
Shares
-
-
-
-
135,000 No other officer or director
received in excess of $100,000 for the years ending December 31, 2007 and
2006.  (1) and (2) Dr. Milicis
salaries for years indicated have been accrued but not paid.  The Company provides Dr.
Milici with a company car and reimburses him for fuel costs.   COMPENSATION
OF DIRECTORS AND EXECUTIVE OFFICERS  On January 23, 2002, the
Company entered into an employment agreement with Antonio Milici, M.D., Ph.D.,
to serve as the Chief Executive Officer and Chief Scientific Officer of the
Company through January 7, 2012. Unless either party gives notice to terminate
the agreement at least thirty days prior to expiration of the agreement, the
agreement will automatically be extended for an additional two year period. In
consideration for his services, Dr. Milici receives a base salary of $144,000
per annum throughout the term of the agreement plus bonuses as may be determined
by the Compensation Committee of the Board of Directors in its discretion or if
the Company achieves net income in excess of $2,000,000 per year.  As part
of his employment agreement, Dr. Milici has agreed not to compete with the
Company, solicit any of its customers or solicit any of its employees for a
period of two years after the term of the agreement.  Dr. Milici is also
subject to confidentiality obligations in favor of the Company and has agreed to
transfer to the Company all of his interests in any idea, concept, technique,
inventory or written work developed by him during the term of his employment
agreement. The Company also provides a company vehicle and gas allowance for him
and his scientific consultants.  No
director received compensation for his services to the Company.  ITEM 12 SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS
MATTERS  The following table sets forth
certain information concerning the beneficial ownership of our outstanding
classes of stock as of December 31, 2007 by each person known by us to be (i)
the beneficial owner of more than 5% of the outstanding shares of common stock,
(ii) each current director and nominee, (iii) each of the executive officers who
were serving as executive officers at the end of the December 31, 2007 fiscal
year and (iv) all of our directors and current executive officers as a group.
Unless otherwise indicated below, to our knowledge, all persons listed below
have sole voting and investment power with respect to their shares of common
stock except to the extent that authority is shared by spouses under applicable
law.  The calculation of percentage ownership for each listed beneficial
owner is based upon the number of shares of common stock issued and outstanding
on December 31, 2007, plus shares of common stock subject to options, warrants
and conversion rights held by such person on December 31, 2007, and exercisable
or convertible within 60 days thereafter.  The following table shows, as
of December 31, 2007, the common stock owned beneficially by (i) each person
known by us to be the beneficial owner of more than five percent of our Common
Stock, (ii) each of our directions, (iii) each of our executive officers, and
(iv) all of our directors and executive officers as a group.  Unless
otherwise indicated, the address of each person or entity named below is c/o
GeneThera, Inc., 3930 Youngfield Street, Wheat Ridge, Colorado 80033.    Name of Beneficial
Owner
Number of Shares
Beneficially Owned (1)
Percent of ClassFive Percent
Shareholders:Elmer McNece, Jr.
6,670,000
12.94%Knight Equity Markets,
LP
6,204,528
12.04%Directors and Executive
Officers:Dr. Antonio Milici
(2)
10,068,339
19.54%Tannya L.
Irizarry
735,000
1.43%All Directors and
Executive Officers as a Group (two persons):
10,803,339
21.0%  (1) This table
is based upon information supplied by officers, directors and principal
shareholders and Schedules 13D and 13G filed with the SEC.  Unless
otherwise indicated in the footnotes to this Table and subject to community
property laws where applicable, the Company believes that each of the
shareholders named in this Table has sole voting and investment power with
respect to the shares indicated as beneficially owned.  Applicable
percentages are based on 51,525,849 shares of common stock outstanding on
December 31, 2007, adjusted as required by rules promulgated by the SEC. (2)
  Includes 300,000 shares subject to operations exercisable within 60
days of December 31, 2007.  SERIES B PREFERRED STOCK  Common Stock Beneficially Owned (2)
Voting Preferred Stock Beneficially Owned
(2)Name of Beneficial
Owner (1)
Number
Percent
Number
%Antonio Milici
10,068,339
19.54%
1,500,000
50%Tannya L. Irizarry
(3)
735,000
1.43%
1,500,000
50%All Directors and
Officers as a Group (2 persons)
10,803,339
21.0%
3,0000,000
100.0   (1) This table is based upon
information supplied by officers, directors, and principal shareholders and
documents filed with the SEC.  Unless otherwise indicated and subject to
community property laws, if applicable, the Company believes that each of the
shareholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned.  (2) Applicable percentages are
based on 51,525,849 shares of common stock outstanding and on 3,000,000 shares
of Series B Preferred Stock outstanding on December 31, 2007, adjusted as
required by rules promulgated by the SEC.  Although the Series A Preferred
Stock is convertible into approximately 7.2 million shares of our common stock
(assuming all shares were converted as of the date of this prospectus), this
Table does not give effect to the Series A Preferred Stock because these shares
have no voting rights and their convertibility by the holder is currently being
contested by the Company.  (3)Ms. Irizarry is married to
Dr. Antonio Milici.  Therefore, she has a beneficial interest in his
shares.     ITEM 13 CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS  SERIES A PREFERRED STOCK
FINANCING  On January 18, 2005, we issued
11,000 shares of our Series A Preferred Stock to Mercator Momentum Fund, LP,
Mercator Momentum Fund III, LP, and Monarch Pointe Fund, Ltd. (the
Purchasers), for $100 per share, or an aggregate of $1,100,000.  We also
issued warrants to purchase an aggregate of 597,826 shares of common stock at an
exercise price of $0.92 per share, in consideration for the aggregate proceeds
of $1,100,000 to the Purchasers and Mercator Advisory Group, LLC, an affiliate
of the Purchasers.  The warrants became exercisable on January 18, 2005,
and are exercisable for three years from their date of issuance.  The
warrants were never exercised. We paid a due diligence fee of $88,000 and legal
expenses of $10,000 to Mercator Advisory Group, LLC.  The Series A Preferred Stock
is convertible into the Companys common stock at an initial conversion price of
$1.01, subject to adjustment.  If, at any time after March 14, 2005, the
market price (i.e., the average of the lowest three intra-day trading prices of
the Companys common stock during the 15 trading days immediately preceding the
conversion date) is less than $1.11, then the conversion price of the Series A
Preferred Stock is 80% of the market price on the date of such conversion.
 If an Event of Default as defined in the subscription agreement under
which the Purchasers bought the Series A Preferred Stock occurs (e.g.,
bankruptcy, failure to timely file the registration statement, failure of such
registration statement to be timely declared effective), the conversion price of
the Series A Preferred Stock is reduced by 10%.  The Series A Preferred
Stock pays a per share monthly dividend equal to $100 multiplied by the prime
rate (as reported in the Wall Street Journal) plus 2.5% to the extent that funds
are lawfully available.  The Series A Preferred Stock has sole preference
of priority at par in liquidation over our common stock and any subsequent
series of preferred stock.  In connection with the
issuance of the Series A Preferred Stock and warrants, we agreed to file a
registration statement with the U.S. Securities and Exchange Commission (SEC)
registering the shares of common stock issuable upon conversion of the preferred
stock and exercise of the warrants, and to use diligent efforts to have the
registration statement declared effective within 120 days after the initial
filing of the registration statement.  Under the terms of the agreements
with the Purchasers, the ownership of our common stock by the Purchasers will
not exceed 9.99% of the total outstanding shares at any one time.  In
addition, the Purchasers agreed not to sell, in any trading day, shares of our
common stock in excess of 20% of the total shares traded on such trading
day.  SERIES B PREFERRED STOCK
FINANCING  Common
Stock Beneficially Owned (2)
Voting
Preferred Stock Beneficially Owned (2)Name of Beneficial
Owner (1)
Number
Percent
Number
%Antonio Milici
(3)
10,068,339
19.54
1,500,000
50.0Tannya L. Irizarry
(4)
735,000
1.43
1,500,000
50.0All Directors and
Officers as a Group (2 persons)
10,803,339
21.0
3,000,000
100.0  (1) This table
is based upon information supplied by officers, directors, and principal
shareholders and documents filed with the SEC.  Unless otherwise indicated
and subject to community property laws, if applicable, the Company believes that
each of the shareholders named in this table has sole voting and investment
power with respect to the shares indicated as beneficially owned. (2) Applicable
percentages are based on 24,325,069 shares of common stock outstanding and on
1,500,000 shares of Series B Preferred Stock outstanding on June 30, 2006,
adjusted as required by rules promulgated by the SEC.  Although the Series
A Preferred Stock is convertible into approximately 7.2 million shares of our
common stock (assuming all shares were converted as of the date of this
prospectus), this Table does not give effect to the Series A Preferred Stock
because these shares have no voting rights and their convertibility by the
holder is currently being contested by the Company. (3) On June
15, 2006, Dr. Milici owns 1,500,000 shares of our Series B Preferred Stock.
 Dr. Milici is our Chief Executive Officer and Chairman of the Board.
 He owns 10,068,339 shares of our common stock.  Pursuant to our
Certificate of Designation establishing the Series B Preferred Stock, each share
of our currently issued and outstanding Series B Preferred Stock may be
converted into ten fully paid and non-assessable shares of our common stock.
 On all matters submitted to a vote of the holders of the common stock,
including, without limitation, the election of directors, a holder of shares of
the Series B Preferred Stock shall be entitled to the number of votes on such
matters equal to the number of shares of the Series B Preferred Stock held by
such holder multiplied by twenty (20).  Therefore, Dr. Milici will have the
power to vote 40,068,339 shares, effectively giving him absolute voting control
of the Company. (4) Ms.
Irizarry is married to Dr. Antonio Milici.  Therefore, she has a beneficial
interest in his shares.  MARKETING
CONSULTANT  In March 2007 we entered into
a consulting agreement with The Mézey Howarth Group (the Marketing Consultant)
pursuant to which the Marketing Consultant agreed to provide us with Investor
Relations. In June 2007, the marketing consultant was terminated. Currently, the
Company is in the process of signing a consulting agreement as a marketing
consultant with JR Dopkin & Associates from New York. On February
29th, 2008, the Company signed a consulting agreement as a marketing
consultant with Jack Craig from Florida. They will both work together as
marketing/Investor Relations consultants.  ITEM 14 PRINCIPAL
ACCOUNTING FEES AND SERVICES  AUDIT FEES  The aggregate fees billed for
each of the last two fiscal years for professional services rendered by our
principal accountant for the audit of the Companys annual financial statements
and review of financial statements included in the registrants Form 10-Q was as
follows:  2006 $15,000 2007 $26,500  AUDIT-RELATED FEES  The aggregate fees billed in
each of the last two fiscal years for assurance and related services by our
principal accountant that are reasonably related to the performance of the audit
and not reported in Audit Fees was $-0-.  TAX FEES  The aggregate fees billed in
each of the last two fiscal years for services rendered by our principal
accountant for tax compliance, tax advice, and tax planning was $-0-.  ALL OTHER FEES  The aggregate fees billed in
each of the last two fiscal years for products and services provided by our
principal accountant other than those described above was $-0-.  The Companys audit committee,
which consists of all directors, approved the services described above.    ITEM
15 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS  EXHIBITS  The following documents are
filed herewith or have been included as exhibits to previous filings with the
SEC and are incorporated herein by this reference:  EXHIBIT DESCRIPTION
OF DOCUMENT  1.1 Articles
of Incorporation of GeneThera, Inc., as amended in the State of Nevada. (6)  1.2 Bylaws, as
amended. (2)  0.1 Form of
Common Stock Purchase Agreement among GeneThera, Inc. and various original
holders of the common stock of GeneThera, Inc. (1)  0.2 Form of
Letter Agreement between GeneThera, Inc. and various original holders of the
Common Stock of GeneThera, Inc. (2)  0.3 Employment
Agreement dated as of January 23, 2002 between Antonio Milici, MD, PhD and
GeneThera, Inc. (2)  0.4 Letter of
Intent dated November 6, 2003 between Oncology Sciences Corporation and
GeneThera, Inc. (3)  0.5 Research
Consulting Agreement between Xpention Genetics, Inc. and GeneThera, Inc.  0.6 Placement
Agent Agreement dated as of May 31, 2004 between Invest Line Securities, LLC and
GeneThera, Inc. (4)  0.7 Letter
Agreement dated November 22, 2003 between NVO Solutions, Inc. and GeneThera,
Inc. (4)  0.8 Resolution
Agreement dated August 2004 by and among John Taggart, Family Health News, Inc.,
and GeneThera, Inc. (4)  0.9 GeneThera,
Inc. 2004 Employee, Director, and Consultant Stock Option Plan (6)  0.10 GeneThera,
Inc. 2004 Senior Executive Officer Option Plan. (6)  0.11 Subscription
Agreement dated as of January 18, 2005 by and between GeneThera, Inc., Mercator
Advisory Group, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP,
and Monarch Pointe Fund, Ltd. (5)  0.12 Registration
Rights Agreement dated as of January 18, 2005 by and between GeneThera, Inc.,
Mercator Advisory Group, LLC, Mercator Momentum Fund, LP, Mercator Momentum Fund
III, LP, and Monarch Pointe Fund, Ltd. (5)  0.13 Warrant to
Purchase Common Stock issued to Mercator Advisory Group, LLC. (5)  0.14 Warrant to
Purchase Common Stock issued to Mercator Momentum Fund, LP. (5)  0.15 Warrant to
Purchase Common Stock issued to Mercator Momentum Fund III, LP. (5)  0.16 Warrant to
Purchase Common Stock issued to Monarch Pointe Fund, Ltd. (5)  0.17 Industrial
Multi-Tenant Lease dated December 4, 2001 between Youngfield Plaza LLC and
GeneThera, Inc. (4)  0.18 Amendment
to Industrial Multi-Tenant Lease dated December 12, 2004 between Youngfield
Plaza LLC and GeneThera, Inc. (6)  0.19 Strategic
Alliance Agreement dated November 1, 2004 between G. Gekko Enterprises and
GeneThera, Inc. (6)  0.20 Securities
Purchase Agreement dated November 8, 2004 between G. Gekko Enterprises and
GeneThera, Inc. (6)  0.21 Letter
Agreement dated March 1, 2005 between 0711005 B.C. Ltd and GeneThera, Inc.
(6)  0.22 Mutual
Release and Settlement Agreement dated March 1, 2005 between J.P. Turner &
Company, L.L.C. and GeneThera, Inc. (6)  21.1 List of
Subsidiaries. (6)  0.1 Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act  31.1 Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act.  0.2 Certification
of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
Exchange Act  0.2 Certificate
of Chief Financial Officer furnished pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
United States Code (18 U.S.C. 1350)  0.1 Curriculum
Vitae. (4)   (1) Incorporated
by reference to our Current Report on Form 8-K, as filed with the Commission on
March 5, 2002. (2) Incorporated
by reference to our Annual Report on Form 10-Q, as filed with the Commission on
June 4, 2002. (3) Incorporated
by reference to our Annual Report on Form 10-Q, as filed with the Commission on
April 14, 2004. (4) Incorporated
by reference to our Registration Statement on Form SB-2 (File No. 333-118937)
and amendments thereto, declares effective December 1, 2004. (5) Incorporated
by reference to our Current Report on Form 8-K, as filed with the Commission on
January 19, 2005. (6) Incorporated
by reference to our Registration Statement on Form SB-2 (File No. 333-123138)
filed on March 4, 2005.