FORM 10-K/A   ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934  For the Fiscal
Year Ended December 31, 2007  Commission File
No. 000-27237    GeneThera, Inc. (Exact name of
registrant as specific in its charter)   Nevada 65-0622463 (State
or other jurisdiction of (I.R.S.
Employer Identification No.) incorporation or
organization)  3930
Youngfield Street, Wheat Ridge, CO 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, $.001 per
share  Check whether the issuer: (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 [ ]  Check if there is no
disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained
herein, and no disclosure will be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [
]  The issuers revenues 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.  The number of shares
outstanding as of the issuers common stock as of December 31, 2007 was
51,525,849.  The number of warrants outstanding as of December 31, 2007 was
597,826.  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.  PART I.  Item 1. Description of
Business  GeneThera, Inc. (we or the
Company), formerly known as Hand Brand Distribution, Inc., was incorporated in
November 1995 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.
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).  GeneTheras business is based
on its Integrated Technology Platform (ITP) that combines a propriety diagnostic
solution called Gene Expression System (GES) with PURIVAX), its system for
analyzing large-scale DNA sequencing.  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, 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.  To date, GeneThera has
successfully developed the ability to detect Chronic Wasting Disease (CWD), 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 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).  Government
Regulations  GeneTheras unique approach to
the testing for various diseases allows it 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 GeneTheras laboratory for
testing.  Since all of the testing for the diseases 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.  GeneTheras test is
not a kit.  The Center for Biologic
Evaluation and Research (CBER) regulates human gene therapy products  products
that introduce genetic material into the body to replace faulty or missing
genetic material, thus treating or curing a disease or abnormal medial
condition.  CBER uses both the Public Health Service Act and the Federal
Food Drug and Cosmetic Act as enabling statutes for oversight.  FDA has not
yet approved any human gene therapy product for sale.  However, the FDA is
actively involved in overseeing this activity.  Employees and Independent
Contractors  As of December 31, 2007, the
Company had a total of two (2) full-time employees and two (2) independent
contractors who devote substantial effort on the Companys behalf.  None of
the employees and independent contractors of the Company are represented by a
collective bargaining unit.  Risk Factors  We encounter various risks
related to our business and our industry.  These include the following
risks.  The Loss of Key Personnel
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.  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.  Government
Regulation  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 governmental approvals, could result in the
imposition of penalties, cause delays in, or make impossible, the marketing of
our products and services.  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
incurred in said appeal against GeneThera.  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,
20207, the Company issued a one-time dividend payment in the amount of .0004 per
share.  Item 6. Managements Discussion and Analysis or Plan of
Operation  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 awaiting for the completion of the funding for this
enterprise.  The Company signed an Investor
Relations agreement with The Mézey 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 a 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 Sena 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  Fiscal Year Ending December
31, 2007 Compared to Fiscal Year Ending December 31, 2006  Personnel and professional
expenses (consulting and professional fees and salaries) decreased to $235,350
for the fiscal year ending December 31, 2007 from $306,890 for the year ending
December 31, 2006.  Consulting in return for equity made up the majority of
this expense.  Comparing the year ended December 31, 2007 to the year ended
December 31, 2006, expenses decreased to $236,757 from $444,420.  We recorded a net loss of
$841,829 for the year ended December 31, 2007 compared to $1,482,570 for the
year ended December 31, 2006.  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.  Despite our recent equity
financing completed 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 $3,000,000.  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 INSSUED 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.  BUSINESS OVERVIEW  GeneThera, Inc., a Nevada
corporation, was formerly known as Hand Brand Distribution, Inc., and was
incorporated in November 1995 under the laws of the State of Florida.  In
November 2007, the  Company transferred their State of Incorporation under
the laws of the State of Nevada. 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 Assay (GEA) with PURIVAX, its system for analyzing large-scale
DNA sequencing.  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).  We are not
currently in any regulatory or clinical trials for any of the tests we have
developed to date.  BUSINESS MODEL  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, its system for
analyzing large-scale DNA sequencing.  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.  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.  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 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 is the assembly of GES and PURIVAX rAD and rAAV systems.  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 5 nuclease assay based on
a sequence specific hybridization between a nucleic acid target and a
fluorogenic probe complementary to the target sequence.  The probe consists
of an oligonucleotide with a reporter and quencher dye attached.  Due to
the unique design of the Fluorogenic probe, the 5-3 nuclease activity of the
Taq Polymerase allows direct detection of PCR products by the release of the
fluorogenic reporter during PCR.  The reporter and the quencher dye are
linked to the 5 and 3 end of the probe.  A fluorescent reporter dye, such
as FAM (6-carboxyfluorescein) is covalently linked to the 5 end of the
oligonucleotide.  Each of the reporters is quenched by TAMRA
(carboxytetramethylrhodamine) attached via linker arm that is typically located
at the 3 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 hybridizes to the target.  The
Taq Polymerase does not cleave free probe.  After cleavage, the shortened
probe dissociates from the target and the polymerization of the 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.
 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 Adenovirus and AAV
recombinant vectors.  This technology enables GeneThera to develop
Adenovirus and AAV-based recombinant DNA vaccines for veterinary diseases and
food pathogens.  GeneTheras PURIVAX is a
multi-resin anion exchange chromatography 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 transducer 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.  RESEARCH AND DEVELOPMENT
SERVICES  Molecular, Cellular, Viral
Biology Research, and Consulting Services.  We intend to 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 4. 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.  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.  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 and 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.  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.  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.  Our test is not a kit.  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.  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.  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.  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 7. Financial
Statements     GENETHERA,INC. ANDSUBSIDIARY (A
Development Stage Company) FINANCIAL STATEMENTS FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2007                             TABLE
OF CONTENTS     Page
No.   Independent
Registered Public Accounting Firms Report 2  Consolidated
Balance Sheets  December 31, 2007 and 2006 4  Consolidated
Statements of Operations for the Period
from October 5, 1998 (Inception) to December 31, 2007 6  Consolidated
Statements of Changes in Stockholders Equity (Deficit) for the Period
from October 5, 1998 (Inception) to December 31, 2007 7  Consolidated
Statements of Cash Flows for the Period
from October 5, 1998 (Inception) to December 31, 2007 10  Notes
to Consolidated Financial Statements 11             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.  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.  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    GENETHERA, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEET DECEMBER 31, 2007 AND 2006  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

$
                 394,607Liabilities 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'
Equity  Preferred
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$
                           (0)  GENETHERA, INC. AND SUBSIDARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATE STATEMENT OF OPERATIONS FOR THE PERIOD OF OCTOBER 5, 1998
(INTERCEPTION) TO DECEMBER 31, 2007  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  GENETHERA, INC. AND SUBSIDARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIT) FOR THE PERIOD ENDED DECEMBER 31,
2007 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


73,350Cancillation 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
officersin lieu of
salary




90,000
$
        90
$
      12,510


12600Shares issued to
replace




40,000
$
        40
$
        7,160


7200cancelled
certificate-settlementShares 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


89,960-Shares issued to
officersin 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)    GENETHERA, INC AND SUBSIDARY (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED 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 liabilites
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 Recievable
-



100,040Repurchase
of Common Stock
-



(1,610)Reciept
of APIC
-



20,000Payment
of Perfered 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
$
                   -

$
                    -

$
                          -   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.  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  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.  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
antidilutive and therefore diluted loss per share equaled basic loss per share.
The total outstanding warrants of 597,826 and the CEO exercisable option of
300,000 would be added into the weighted average common shares if not
antidilutive in calculating diluted loss per share.  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  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 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 GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Recent
Accounting Pronouncements - continued  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 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) applies 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 GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Recent
Accounting Pronouncements  continued  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  2006    Receivable
with no interest, due on demand, unsecured. $           0 $    17,390 Less
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, 2006 and
2005. 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 PROPERTY
AND EQUIPMENT  Property and
equipment at December 31, 2007 and 2006 consisted of the following:  2007  2006     Office
equipment $  84,344
              $
   84,344 Laboratory equipment 643,084 643,084  Total 727,428 727,428 Less:
 Accumulated depreciation (436,864) (364,413)  Net
Property & Equiment $
290,564 $
363,015   Depreciation expense for the years ended December 31, 2007 and
2006 was $72,451 and $77,014, respectively.   GENETHERA, INC. AND SUBSIDIARY (A
DEVELPOMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  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  2006     Laboratory Equipment $31,574 $     31,574 Computer 2,672 2,672  Total 34,246 34,264 Less:  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 Capital Leases Leases   2008 0 0 2009 0 0 2010 and thereafter 0 0  $
          0 0 Less amount representing interest  0 Present value of minimum lease payments 0 Less current portion (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. GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  NOTE 5 LOAN PAYABLE  The Company has an
outstanding loan payable to a related party as follows:  2007  2006    Loan
payable with no interest, due on demand, unsecured. $    150,290 $      107,552 Less
current portion (0) (0)  Total
Current loan payable  related
party                                                                              $150,290            $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.                  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   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.  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.    GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   NOTE
6 STOCKHOLDERS
EQUITY (DEFICIT) - continued  Common Stock - continued  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.  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.  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   NOTE 6 STOCKHOLDERS EQUITY (DEFICIT)  continued  Common Stock - continued 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 Company paid 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 perferred 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.     GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    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
08 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, design and testing of
products and processes as related to the business plan.   2007 2006 Consulting $ 0
                   $
              0  Salaries  144,000  144,000 Lease
expense 63,217
                           63,217 Depreciation 11,751 11,751 Lab
expenses 223 39,592  Totals $
  219,191 $
   258,560           Item 8. Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure  Since March 15, 2006, our
auditors are Jaspers + Hall, PC.  Item 8A. Controls and
Procedures  As required by Rule 13a-15
under the Securities Exchange Act of 1934 (The Exchange Act), we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures within the 90 days prior to the filing date of this
report.  This evaluation was carried out under the supervision and with the
participation of our Chief Executive Officer, Consulting Chief Financial
Officer, and Controller.  There have been no significant
changes in our internal controls or in other factors that could significantly
affect internal controls subsequent to the date we carried out our
evaluation.  Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commissions rules and forms.
 Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed in
our reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.  Item 9. 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 10. 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.  Annual Compensation

Long-Term CompensationName and
Principal Position
Year
Salary
Bonus
All Other
Annual Compensation (3)
Restricted
Stock Awards ($)
Securities
Underlying Options/ SARS (#)
All Other
Compensation ($)Antonio Milici, M.D.,
Ph.D., Chief Executive Officer
2007
2006
2005
2004
$144,000
$144,000
$144,0001
$144,0002
--
--
--
--
--
--
--
--
--
300,0004
--
--
--
--
--  (1) Dr.
Milicis salary in 2007 of $144,000 has been deferred, which will be paid in
common stock shares of the Company. (2) Dr.
Milicis salary has been deferred.  It will be paid in common stock shares
of the Company. (3) The
Company provides Dr. Milici with a company car and reimburses him for fuel
costs. (4) These
options were granted on 6/29/04 at an exercise price of $.90 and subsequently
recast at $.25.  OPTION GRANTS IN LAST
FISCAL YEAR  The Company grants options to
its executive officers under the GeneThera 2004 Senior Executive Officer Plan.
 As of December 31, 2007, options to purchase a total of 1,450,000 shares
were outstanding under the 2004 Senior Executive Officer Plan and options to
purchase 550,000 shares remained available for grant there under.  The following table shows for
the first year ended December 31, 2007, certain information regarding options
granted to the Named Executive Officers:  Option Grants in Last
Fiscal Year Individual
GrantsName
Number
of Securities Underlying Options Granted (#)
Percentage of Total Options Granted to Employees in Fiscal
2004(1)
Exercise
Price ($/Sh)
Expiration DateAntonio Milici
0
0
0
0  Aggregated Option Exercises
in Last Fiscal Year and Fiscal Year End Option Values  Name
Shares Acquired on
Exercise (#)
Value Realized
($)
Number of Securities
Underlying Unexercised Options at FY-End (#)(1)
ExercisableUnexercisable
Value of Unexercised
In-the- Money Options at December 31, 2004 ($)(2)
Exercisable
   UnexercisableAntonio Milici
-
-
300,000
$0  (1) Includes
both in-the-money and out-of the-money options.  In-the-money options
are options with exercise prices below the market price of the Companys common
stock at December 30, 2006. (2) Value is
based on the fair market value of the Companys common stock at December 31,
2006 ($.10) with respect to in-the-money options, minus the exercise price of
the options.  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
11. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters  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 Class (1)Five Percent
Shareholders:Directors and Executive
Officers:Dr. Antonio Milici
(3)
10,068,339
41.4%Tannya L.
Irizarry
750,000
3.1%All Directors and
Executive Officers as a Group (two persons):
11,793,339
44.5%  (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 35,475,236 shares of common stock outstanding on
December 31, 2006, adjusted as required by rules promulgated by the SEC. (2) Subsequently
returned to the Company in March 2006. (3) Includes
300,000 shares subject to operations exercisable within 60 days of December 31,
2007.  Item 12. 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 PERFERRED 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
41.4
1,500,000
100.0Tannya L. Irizarry
(4)
750,000
3.1All Directors and
Officers as a Group (2 persons)
11,793,339
44.5
1,500,000
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 25,068,339 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 13. Exhibits and
Reports on Form 8-K  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. (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 Placement
Agent Agreement dated as of May 31, 2004 between Invest Line Securities, LLC and
GeneThera, Inc. (4)  0.6 Letter
Agreement dated November 22, 2003 between NVO Solutions, Inc. and GeneThera,
Inc. (4)  0.7 Resolution
Agreement dated August 2004 by and among John Taggart, Family Health News, Inc.,
and GeneThera, Inc. 4)  0.8 GeneThera,
Inc. 2004 Employee, Director, and Consultant Stock Option Plan (6)  0.9 GeneThera,
Inc. 2004 Senior Executive Officer Option Plan. (6)  0.10 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)  0.11 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)  0.12 Warrant to
Purchase Common Stock issued to Mercator Advisory Group, LLC. (5)  0.13 Warrant to
Purchase Common Stock issued to Mercator Momentum Fund, LP. (5)  0.14 Warrant to
Purchase Common Stock issued to Mercator Momentum Fund III, LP. (5)  0.15 Warrant to
Purchase Common Stock issued to Monarch Pointe Fund, Ltd. (5)  0.16 Industrial
Multi-Tenant Lease dated December 4, 2001 between Youngfield Plaza LLC and
GeneThera, Inc. (4)  0.17 Amendment
to Industrial Multi-Tenant Lease dated December 12, 2004 between Youngfield
Plaza LLC and GeneThera, Inc. (6)  0.18 Strategic
Alliance Agreement dated November 1, 2004 between G. Gekko Enterprises and
GeneThera, Inc. (6)  0.19 Securities
Purchase Agreement dated November 8, 2004 between G. Gekko Enterprises and
GeneThera, Inc. (6)  0.20 Letter
Agreement dated March 1, 2005 between 0711005 B.C. Ltd and GeneThera, Inc.
(6)  0.21 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  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-K, as filed with the Commission on
June 4, 2002. (3) Incorporated
by reference to our Annual Report on Form 10-K, 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.  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-K 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.  EXHIBIT
31.1   CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002  I, Antonio Milici, certify
that:  1. I have
reviewed this Form 10-K for the fiscal year ended December 31, 2007 of
GeneThera, Inc.; 2. Based on
my knowledge, this report does not contain any untrue statement of material fact
or omit to state a material fact necessary to make the statements made, in light
of circumstances under which such statement were made, not misleading with
respect to the periods covered by this report; 3.            
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, and cash flows of the small business issuer as
of, and for, the periods presented in this report; 4.           
The small business issuers other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules (13a-15(e) and 15d-15(e)) for the small business issuer
and have: a.Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during th period in which this report is being prepared; b.Evaluated
the effectiveness of the small business issuers disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and c.Disclosed
in this report any change in the small business issuers internal control over
financial reporting that occurred during the small business issuers most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuers internal control over financial
reporting; and 5.           
The small business issuers other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuers auditors and the audit committee of
the small business issuers board of directors (or persons performing the
equivalent functions): a.All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuers ability to record, process,
summarize and report financial information; and b.Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuers internal control over
financial reporting.  Date:  April 18, 2008 /s/ Antonio Milici Antonio Milici President/Director EXHIBIT 31.2  CERTIFICATION PURSUANT TO SECTION 302 OF THE
SARBANCES-OXLEY ACT OF 2002 I, Tannya L. Irizarry, certify that:  1.I
have reviewed this Form 10-K for the fiscal year ended December 31, 2007 of
GeneThera, Inc.; 2.Based
on my knowledge, this report does not contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements made, in
light of circumstances under which such statement were made, not misleading with
respect to the periods covered by this report; 3.Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations, and cash flows of the small business issuer as
of, and for, the periods presented in this report; 4.The
small business issuers other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules (13a-15(e) and 15d-15(e)) for the small business issuer and
have: a.Designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during th period in which this report is being prepared; b.Evaluated
the effectiveness of the small business issuers disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures as of the end of the period covered by
this report based on such evaluation; and c.Disclosed
in this report any change in the small business issuers internal control over
financial reporting that occurred during the small business issuers most recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the small business issuers internal control over financial
reporting; and 5.The
small business issuers other certifying officer(s) and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the small business issuers auditors and the audit committee of the small
business issuers board of directors (or persons performing the equivalent
functions): a.All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuers ability to record, process,
summarize and report financial information; and b.Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuers internal control over
financial reporting.  Date:  April 18, 2008 /s/ Tannya L. Irizarry Tannya L. IrizarryChief Financial Officer (Interim) EXHIBIT 32.1  CERTIFICATION OF THE PRESIDENT AND THE CHIEF EXECUTIVE
OFFICERPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906OF
THE SARBANES-OXLEY ACT OF 2002 I, Antonio Milici, M.D., Ph.D., President and Chief
Executive Officer of GeneThera, Inc. (the Company), do hereby certify to the
best of my knowledge and belief that:  1.The
Companys annual report on Form 10-K for the year ended December 31, 2007 (the
Report), fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and 2.The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company. Date: April 18, 2008   By:  /s/ Antonio MiliciAntonio Milici, M.D.,
Ph.D.President   EXHIBIT 32.2  CERTIFICATION OF THE CHIEF FINANCIAL OFFICERPURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY
ACT OF 2002 I, Tannya L. Irizarry, Chief Financial Office of
GeneThera, Inc. (the Company), do hereby certify to the best of my knowledge
and belief that:  3.The
Companys annual report on Form 10-K for the year ended December 31, 2007 (the
Report), fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended; and 4.The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company. Date: April 18, 2008    By:  /s/ Tannya L. IrizarryTannya L. IrizarryChief
Financial Officer (Interim) SIGNATURES In accordance with Section 13 or 15(d) of the Exchange
Act, the registrant caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized on the 15th day of April,
2008. GeneThera, Inc.  By:  /s/ Antonio MiliciAntonio Milici, M.D.,
Ph.D.President  By:  /s/ Tannya L. IrizarryTannya L. IrizarryChief
Financial Officer (Interim)  In accordance with the Exchange Act, this Report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.  Signature
Title
Date/s/ Antonio
Milici
PresidentAntonio Milici, M.D.,
Ph.D.
Director/s/ Tannya L.
Irizarry
Chief FinancialTannya L.
Irizarry
Officer (Interim)/s/ Dr. Thomas
Slaga
DirectorDr. Thomas Slaga