FORM 10-KSB

                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year Ended December 31, 2004

                          Commission file No. 000-27237



                                 GeneThera, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                  Florida                                 66-0622463
       (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-KSB or any amendment to
this Form 10-KSB. | |

State the issuer's revenues for its most recent fiscal year: $25,496

State the aggregate market value of the issuer's voting stock held by
non-affiliates of the issuer as of February 28, 2005 was $8,148,438.

State the number of shares outstanding as of the issuer's common stock as of
March 31, 2005 was 20,671,406.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format:
Yes |_| No |X|

<PAGE>

                    FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Sections of this Form 10-KSB, 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, as amended (the "Securities Act"),
Section 21E of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), and the Private Securities Litigation Reform Act of 1995, as
amended. These forward-looking statements are subject to risks and uncertainties
and other factors that may cause our actual results, performance or achievements
to be materially different from the results, performance or achievements
expressed or implied by the forward-looking statements. You should not unduly
rely on these statements. Forward-looking statements involve assumptions and
describe our plans, strategies, and expectations. You can generally identify a
forward-looking statement by words such as "may," "will," "should," "would,"
could," "plan," "goal," "potential," "expect," "anticipate," "estimate,"
"believe," "intend," "project," and similar words and variations thereof. This
report contains forward-looking statements that address, among other things,

*     our financing plans,
*     regulatory environments in which we operate or plan to operate, and
*     trends affecting our financial condition or results of operations, the
      impact of competition, the start-up of certain operations and acquisition
      opportunities.

Factors, risks, and uncertainties that could cause actual results to differ
materially from those in the forward-looking statements ("Cautionary
Statements") include, among others,

*     our ability to raise capital,
*     our ability to execute our business strategy in a very competitive
      environment,
*     our degree of financial leverage,
*     risks associated with our acquiring and integrating companies into our
      own,
*     risks relating to rapidly developing technology,
*     regulatory considerations;
*     risks related to international economies,
*     risks related to market acceptance and demand for our products and
      services,
*     the impact of competitive services and pricing, and * other risks
      referenced from time to time in our SEC filings.

All subsequent written and oral forward-looking statements attributable to us,
or anyone acting on our behalf, are expressly qualified in their entirety by the
cautionary statements. We do not undertake any obligations to publicly release
any revisions to any forward-looking statements to reflect events or
circumstances after the date of this report or to reflect unanticipated events
that may occur.

                                     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 of Florida. 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 2004 the Company had two subsidiaries, GeneThera, Inc., a
Colorado corporation,("GeneThera"), and VDx, Inc.("VDX"), a Wisconsin
Corporation. GeneThera's business is based on its Integrated Technology Platform
(ITP) that combines a proprietary diagnostic solution called Gene Expression
Assay (GEA(TM)) with PURIVAX(TM), its system for analyzing large-scale DNA
sequencing. A manufacturer and distributor of veterinary diagnostic equipment
and tests, VDx currently markets and sells specialized tests for bovine IgG,
NEFA for the dairy industry, and Equine IgG. VDx has already made a significant

<PAGE>

impact within the dairy cattle industry with their NEFA test and nutritional
supplement program to maximize output for the dairy farmer. The NEFA test offers
farmers the ability to test the health and nutrition of their cattle before
giving birth and also test the health of the new calves once born. Future milk
output from dairy cattle is directly affected by the nutrition just prior to
calving.

The Company is a biotechnology company that, through GeneThera, 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.

GeneThera, Inc. was considered to be in the development stage for the year ended
December 31, 2004, and the accompanying comparative financial statements
represent those of a development stage company for that year. Activity during
the development stage included organization of the Company, and implementation
and revision of our business plan.

GeneThera's business is based on its Integrated Technology Platform (ITP) that
combines a proprietary diagnostic solution called Gene Expression Assay
(GEA(TM)) with PURIVAX(TM), 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, 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). Diagnostic assays
for E.coli O157:H7 and Johnne's Disease are in the final stages of development.
Vaccines for Chronic Wasting Disease and E.coli O157:H7 are in advanced stages
of development.

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 than that of third party testing. GeneThera's test is not a kit.

The Center for Biologics 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 medical 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.

VDx, Inc.

In September 2004, the Company acquired Vdx, Inc., a manufacturer and
distributor of veterinary diagnostic equipment and tests, VDx currently markets
and sells specialized tests for bovine IgG, NEFA for the dairy industry, and
Equine IgG. The NEFA test offers farmers the ability to test the health and
nutrition of their cattle before giving birth and also test the health of the
new calves once born. Future milk output from dairy cattle is directly affected
by the nutrition just prior to calving.

<PAGE>

Product Selection and Supply

VDX does not have any long term supply contracts with the manufacturers of our
products. We believe that virtually all of the products we offer are available
from several sources and have not experienced any inability to obtain products
in the past.

Distribution

VDX distributes its products through a sales force of independent distributors
and direct sales. The Company does not rely on any one customer or a few major
customers for a significant part of its revenues.


Product Liability Insurance

VDX, like other distributors and retailers of products that are ingested, faces
an inherent risk of exposure to product liability claims if, among other things,
the use of its products results in injury. VDX does not currently have product
liability insurance for these products. VDX requires that each of our suppliers
provide the Company with certificates of insurance evidencing policies of
product liability insurance that are adequate in scope and amount based upon
industry standards. Nevertheless, such policies of insurance do not extend such
coverage to the Company and the Company's agreements with such suppliers do not
provide indemnification by the suppliers of any losses incurred by the Company
arising out of any product liability claims.


Employees

As of February 28, 2005, the Company had a total of five (5) full-time employees
and three (3) part-time employees who devote substantial effort on the Company's
behalf. None of the employees 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.

Development Stage Company

We have a history of losses and may never become profitable. Our primary
subsidiary, GeneThera, Inc., is a development stage company. As such, GeneThera,
Inc. will continue to incur high research and development expenses and may not
generate significant revenue with the Company's launch of its CWD and Mad Cow
Disease diagnostic assay. There can be no assurance that the Company will become
profitable.

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 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;

<PAGE>

*     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 expires in January 2006 and the
rent is $5,235.26 per month. 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 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 equal to the contract price or the
reasonable value of services it claims to have performed. Plaintiff seeks
approximately $61,000.00 plus the value of 14,706 shares of common stock in the
Company, plus costs, interest, attorney's fees in amounts to be determined at
trial. The Company believes that the plaintiff's claims have no merit and will
defend the claims. The Company has filed its answer denying the claims and has
asserted a counterclaim that Sisu Media aided and abetted a breach of fiduciary
duty by a third party, Gary Langstaff, with damages to be determined at trial. A
three-day jury trial is set to begin on June 21, 2005. The case is currently in
the discovery stage.

On or about August 5, 2004, Gary Langstaff, Nick Wollner and Springloose.com,
LLC sued the Company in Jefferson County District Court to gain access to
corporate records and seeking an accounting, a declaratory judgment determining
their status as shareholders, and alleging unpaid wages owed to Mr. Langstaff
and Mr. Wollner as employees in the amounts of $60,000.00 and $18,000.00
respectively, plus costs, interest, expert fees and attorney's fees in amounts
to be determined at trial. GeneThera has denied the claims and filed a
counterclaim for breach of fiduciary duty by both Langstaff and Wollner causing
unspecified damages, which include the expense of defending this action and the
action involving Sisu Media in the same jurisdiction. A four-day trial to the
court is set to begin July 26, 2005. The case is currently in the discovery
stage.

CIT Technology Financing Services, Inc. has sued the Company in Jefferson County
District Court seeking approximately $28,000 as the alleged past due balance of
an equipment lease, plus interest, costs and attorney fees. The Company has
denied the claim and filed a counterclaim for recovery of treble damages plus
costs and attorney fees for theft against the plaintiff based upon the conduct
of plaintiff's designated collections agent. Colorado has recently instituted an
electronic filing system in the courts for the filing of pleadings. Because of
an error in this system, the plaintiff CIT was able to obtain a default judgment
against the company. The company has filed a motion to set aside the default and
believes it will be granted. The court has not yet ruled upon the motion. The
company's counsel and CIT's counsel have initiated settlement discussions.

<PAGE>

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 range of high and low bid
quotations for the periods indicated as reported by AlphaTrade. Such quotations
reflect prices between dealers, without retail mark-up, markdown or commission,
and may not represent actual transactions.


            Year           Quarter              High               Low
 ------------------- ------------------- ----------------- -----------------

          2004                Fourth           $1.94            $ 0.88
                              Third             1.60              0.70
                              Second            2.85              0.90
                              First             4.39              2.05

          2003                Fourth            3.42              1.55
                              Third             2.40              0.89
                              Second            1.70              0.35
                              First             1.55              0.60

          2002                Fourth            3.10              0.95
                              Third             3.48              1.00
                              Second            2.325             0.70

         *Source AlphaTrade

      There are no restrictions on the payment of dividends. We have paid no
dividends to date and none are anticipated. There were approximately 138 record
holders of common stock as of March 1, 2005.

      DIVIDENDS

      We have not paid or declared any dividends on our common stock and we do
not anticipate paying dividends on our common stock in the foreseeable future.

<PAGE>

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 prospectus. 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 are a development stage company (as such term is defined by the
Securities and Exchange Commission ("SEC") and Generally Accepted Accounting
Principles) and have had negligible revenues from operations in the last two
years. As a development stage company, our research and development expenditures
have not been capitalized as of this date.

      We have developed proprietary diagnostic assays for use in the
agricultural and veterinary markets. Specific assays for Chronic Wasting Disease
(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
Johnne's disease (predominantly cattle and bison) diagnostics are in
development. With the acquisition of VDx, Inc., we have a commercial
non-essential fatty acid, or NEFA, test currently available. 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 are engaged primarily in research and development activities. We have
not generated significant operating revenues, and as of December 31, 2004 we had
incurred a cumulative net loss from inception of $10,540,830. 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 substantial 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, 2004. For the years
ended December 31, 2004 and 2003, our operating losses were $5,755,754 and
$3,080,740 respectively. Our current liabilities exceeded current assets by
$898,402 and $1,268,620 for the years ended December 31, 2004 and 2003,
respectively. Currently, we have minimal revenues generated from operations,
and, as of December 31, 2004 we have an accumulated deficit of $23,244,384.

      Although we recently completed an equity financing with gross proceeds of
approximately $1.1 million, we will require significant additional funding in
order to achieve our business plan. We believe that our current cash needs will
be able to sustain our proposed operations for 8-10 months. Over the next 18
months, in order to have the capability of achieving our business plan, we
believe that we will require at least $1,200,000 in additional funding. We will
attempt to raise these funds by means of one or more private offerings of debt
or equity securities or both. At this time, we have no commitments for
additional capital funds. Moreover, depending on the development and activities
of our business, and unforeseen and unanticipated events in our business, we may
require additional funding over the next twelve to eighteen months to develop
our business. 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 inability to raise capital could impair our
ability to implement our business plan and may ultimately force us to cease
operations.

      Over the next 12 months, we do not expect any significant purchases or
sales of plant or equipment or any significant changes in the number of our
employees or any off-balance sheet arrangements that will have any current or
future effect on our financial condition. Over the next 12 months, we have

<PAGE>

contractual obligations of $137,103, primarily related to equipment, vehicles
and rent. These obligations total $373,538 over the next five years.

      Over the next 12 months, we expect to spend a significant amount of our
capital on research and development activities relating to 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 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 not be successful in
developing or validating any new assays or, if we are successful in developing
and validating any such assays, we may be unable to successfully commercialize
them or earn profits from sales of those assays. Furthermore, we may not be able
to design, develop, or successfully commercialize any vaccines as a result of
our research and development efforts.

      RECENT DEVELOPMENTS

      On September 20, 2004, we closed on the acquisition of VDx, Inc., a
Wisconsin corporation. VDx will be run as a wholly owned subsidiary of the
Company. A manufacturer and distributor of veterinary diagnostic equipment and
tests, VDx currently markets and sells specialized tests for bovine IgG, NEFA
for the dairy industry, and Equine IgG. VDx has already made a significant
impact within the dairy cattle industry with their NEFA test and nutritional
supplement program to maximize output for the dairy farmer. The NEFA test offers
farmers the ability to test the health and nutrition of their cattle before
giving birth and also test the health of the new calves once born. Future milk
output from dairy cattle is directly affected by the nutrition just prior to
calving. We are currently in the process of integrating VDx's operations into
those of the Company. We may not achieve the desired benefits from the
acquisition of VDx.

      On November 1, 2004, we entered into a Stategic Alliance Agreement with G.
Gekko Enterprises pursuant to which G. Gekko Enterprises will assist the Company
in identifying potential distributors and/or licensees and securing suitable
agreement with such parties. In exchange for such services, the Company issued
G. Gekko Enterprises 325,000 shares of its common stock. In addition, on
November 8, 2004, we sold 175,000 shares of our common stock to G. Gekko
Enterprises for an aggregate consideration of $250,000. The proceeds of such
sale will be used for working capital purposes.

      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. We paid a due diligence fee of $88,000 and legal expenses of $10,000
to Mercator Advisory Group, LLC.

      In March 2005, we entered into a consulting agreement with 0711005 B.C.
Ltd (the "Marketing Consultant") pursuant to which the Marketing Consultant
agreed to provide us with certain marketing and public relations services in
exchange for the issuance of 1,375,000 shares of our common stock. These shares
had a market value of approximately $1,430,000 on the date of issuance, which
our board determined to be a reasonable amount for the marketing and public
relations services to be provided by the Marketing Consultant.

      In February 2005, we hired Thomas M. Muenzberg as our Chief Operating
Officer. Prior to joining GeneThera, Mr. Muenzberg served in Small Business
Commercial Lending Services for Key Bank, N.A. from April 2003 until June 2005.
Mr. Muenzberg provided Private Client Group Consulting at TM Financial Group,
LLC from July 2001 to April 2003. He also worked at Charles Schwab & Co., Inc.
from March 2000 to July 2001.

<PAGE>

      RESULTS OF OPERATIONS

      Fiscal Year Ending December 31, 2004 Compared to Fiscal Year Ending
December 31, 2003

      Personnel and professional expenses (consulting and professional fees and
salaries) increased to $1,654,650 for the fiscal year ending December 31, 2004
from $890,829 for the year ending December 31, 2003. Comparing the year ended
December 31, 2004 to the year ended December 31, 2003, expenses grew to
$4,490,434 from $2,698,284. Further development of our management team, as well
as increased professional, legal, and consulting fees incurred as part of the
VDx acquisition and preparation of our periodic and other filings with the
Securities and Exchange Commission also increased expenses in 2004.

      We recorded a net loss of $5,755,754 for the year ended December 31, 2004
compared to $3,080,740 for the year ended December 31, 2003.

      LIQUIDITY AND CAPITAL RESOURCES

      We had a cash balance of $7,402 as of December 31, 2004 and a cash balance
of $-0- as of December 31, 2003. As of January 31, 2005, we had a cash balance
of $827,366 as a result of the sale of our Series A Preferred Stock to the
Purchasers on January 18, 2005. 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 months, in order to have the capability of achieving
our business plan, we believe that we will require at least $1,200,000. We will
attempt to raise these funds by means of one or more private offerings of debt
or equity securities or both. We raised an aggregate of $1,113,050 through
convertible notes to certain individuals in late 2003 and 2004. Of this amount,
$1,096,050 in notes has been converted into 1,545,257 shares of our common stock
and $19,000 in notes has not yet been converted. 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 prospectus, 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
accounting policy" is one which is both important to the portrayal of the

<PAGE>

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 prospectus and our previously filed Annual
Report on Form 10-KSB for the year ended December 31, 2003; however, we believe
that none of them is considered to be critical.

      RECENTLY ISSUED ACCOUNTING STANDARDS

      The Financial Accounting Standards Board (FASB) issued SFAS No. 141,
Business Combinations, which establishes revised standards for accounting for
business combinations, eliminating the pooling method, and providing new
guidance for recognizing intangible assets arising in a business combination.
Additionally, SFAS No. 141 requires more prominent and more frequent disclosures
in financial statements about a business combination. This statement is
effective for business combinations initiated on or after July 1, 2001. The
adoption of this pronouncement on July 1, 2001 did not have a material effect on
our financial position, results of operations or liquidity.

      SFAS 142, Goodwill and Other Intangible Assets provides guidance on
accounting for the acquisition of intangibles, except those acquired in a
business combination, which is subject to SFAS 141, and the manner in which
intangibles and goodwill should be accounted for subsequent to their initial
recognition. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 142 on April 1, 2002 did not have a
material effect on our financial position, results of operations, or liquidity.

      SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets provides implementation guidance regarding when and how to measure an
impairment loss, and expands the presentation to include a component of an
entity, rather than strictly a business segment. SFAS 144 also eliminates the
current exemption to consolidation when control over a subsidiary is likely to
be temporary. This statement is effective for all fiscal years beginning after
December 15, 2001. The adoption of SFAS 144 on April 1, 2002 did not have a
material effect on our financial position, results of operations or liquidity.

      SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS No. 150") was issued in
May 2003. This statement establishes standards for how certain financial
instruments with characteristics of both liabilities and equity are classified
and measured. It requires that many financial instruments previously classified
as equity now be classified as a liability (or an asset in some circumstances).
These financial instruments are as follows: a financial instrument issued in the
form of shares that is mandatorily redeemable -- that embodies an unconditional
obligation requiring the issuer to redeem it by transferring its assets at a
specified or determinable date (or dates) or upon an event that is certain to
occur; a financial instrument, other than an outstanding share, that, at
inception, embodies an obligation to repurchase the issuer's equity shares, or
is indexed to such an obligation, and that requires or may require the issuer to
settle the obligation by transferring assets; a financial instrument that
embodies an unconditional obligation, or a financial instrument other than an
outstanding share that embodies a conditional obligation, that the issuer must
or may settle by issuing a variable number of its equity shares, if, at
inception, the monetary value of the obligation is based solely or predominantly
on any of the following: a) a fixed monetary amount known at inception, for
example, a payable settleable with a variable number of equity shares; b)
variations in something other than the fair value of equity shares, for example,
a financial instrument indexed to the S&P 500 and settle able with a variable
number of equity shares; c) variations inversely related to changes in the fair
value of equity shares, for example, a written put option that could be net
share settled. SFAS No. 150 was effective for financial instruments entered into
or modified after May 31, 2003, and otherwise effective at the beginning of the
first interim period beginning after June 15, 2003. The adoption of SFAS No. 150
did not have an effect on our operating results, financial position, or
liquidity.

      In March 2004, the Emerging Issues Task Force ("EITF") reached a final
consensus on Issue 03-6, "Participating Securities and the Two-Class Method
under Financial Accounting Standards Board ("FASB") Statement 128," Issue 03-6
requires the two-class method of calculating earnings per share for companies
that have issued securities other than common stock that contractually entitle
the holder to participate in dividends of the company. This change in

<PAGE>

computational methods had no impact on earnings per share for any period in
fiscal 2004 or any prior period. However, this change is likely to impact
earnings per share in fiscal 2005 as our Series A Preferred Stock contains a
mandatory monthly dividend.

      In September 2004, the EITF reached a consensus on Issue No. 04-8, "The
Effect of Contingently Convertible Debt on Diluted Earnings per Share." EITF
04-8 requires that all issued securities that have embedded conversion features
that are contingently exercisable upon the occurrence of a market-price
condition be included in the calculation of diluted earnings per share,
regardless of whether the market price trigger has been met. EITF 04-8 is
effective in the periods ending after December 15, 2004 and would be applied by
retrospectively restating previously reported diluted earnings per share. We do
not anticipate that the adoption of EITF 04-8 will impact our earnings per
share.

      On December 16, 2004, the Financial Accounting Standards Board issued SFAS
No. 123 (revised 2004), "Share-Based Payment", which is a revision of SFAS
No.123. SFAS No. 123(R) supersedes APB No.25, and amends SFAS No.95, "Statement
of Cash Flows". Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No.123(R) 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(R) must be adopted no later
than July 1, 2005. We expect to adopt SFAS No.123(R) in the third quarter of
2005. SFAS No.123(R) permits companies to adopt its requirements using one of
two methods:

      1. A "modified prospective" method in which compensation cost is
recognized beginning with the effective date (a) based on the requirements of
SFAS No.123(R) for all share-based payments granted after the effective date and
(b) based on the requirements of SFAS No.123 for all awards granted to employees
prior to the effective date of SFAS No.123(R) that remain unvested on the
effective date.

      2. 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 SFASNo.123 for purposes
of pro forma disclosures either (a) all prior periods presented or (b) prior
interim periods of the year of adoption.

      We are still assessing the appropriate transition method.

      As permitted by SFAS No.123, we currently account for share-based payments
to employees using the APB No.25 intrinsic value method and, as such, generally
recognize no compensation cost for employee stock options. Accordingly, the
adoption of SFAS No.123(R)'s fair value method will have an impact on our
results of operations, although it will have no impact on our overall financial
position. Statement No.123(R) also requires the benefits of tax deductions in
excess of recognized compensation cost to be reported as a financing cash flow,
rather than as an operating cash flow. This requirement will reduce net
operating cash flows and increase net financing cash flows in periods after
adoption. While we cannot estimate what those amounts will be in the future
(because they depend on, among other things, when employees exercise stock
options), there were no operating cash flows recognized in prior periods for
such excess tax deductions for stock option exercises.

<PAGE>

                                    BUSINESS

      OVERVIEW

      GeneThera, Inc., a Florida corporation, was formerly known as Hand Brand
Distribution, Inc., and was incorporated in November 1995, under the laws of the
State of Florida. Up until 2002, GeneThera, Inc. was a private 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 resulted in the reverse acquisition being completed in October of
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. The
Company acquired Family Health News as a wholly owned subsidiary as an asset and
no liabilities. Family Health News was subsequently disposed of in October 2003.
In September 2004, the Company acquired Vdx, Inc., a manufacturer and
distributor of veterinary diagnostic equipment and tests, VDx currently markets
and sells specialized tests for bovine IgG, NEFA for the dairy industry, and
Equine IgG. The NEFA test offers farmers the ability to test the health and
nutrition of their cattle before giving birth and also test the health of the
new calves once born. Future milk output from dairy cattle is directly affected
by the nutrition just prior to calving. We have been in the development stage
since the formation of GeneThera Colorado in 1999 and have spent approximately 5
million dollars on the research and development activities.

      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. GeneThera's business is
based on its Integrated Technology Platform (ITP) that combines a proprietary
diagnostic solution called Gene Expression Assay (GEA TM) with PURIVAX TM, 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, a disease affecting elk and deer in North America. The
release of commercialized Field Collection Systems and laboratory diagnostic
testing occurred in October of 2003. 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 received oral indication from
the Director of National Veterinary Services that the USDA would cooperate with
us to validate our test and vaccine on January 6, 2004. Per his request, we sent
a detailed proposal on January 7, 2004 to the USDA in order to validate our live
blood test for Mad Cow Disease and Chronic Wasting Disease as well as our
currently under development vaccine for these diseases. We received no further
response to our proposal. The USDA has since denied us the opportunity to work
along side them in order to validate our live blood test for Mad Cow Disease and
Chronic Wasting Disease without giving us any reason. Diagnostic assays for
E.coli O157:H7 and Johnne's Disease are in the final stages of development.
Vaccines for Chronic Wasting Disease and E.coli O157:H7 are in advanced stages
of development. We are not currently in any regulatory or clinical trials for
any of the tests we have developed to date. Development of the CWD test and the
Mad Cow test are completed and we anticipate that the tests will require only
minimal costs of development going forward. We believe that estimated costs to
do a clinical trial for each of these will be minimal as we are currently in

<PAGE>

negotiation with strategic testing partners that we anticipate will absorb these
costs.

      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 Assay (GEATM) with PURIVAXTM, 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.

      Each individual assay utilizes the proprietary 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.

      To date, GeneThera has successfully developed the ability to detect
Chronic Wasting Disease, a disease affecting elk and deer in North America. The
release of commercialized Field Collection Systems and laboratory diagnostic
testing occurred in October of 2003. 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. The Field Collection
Systems are available for purchase from the Company. Chronic Wasting Disease and
Mad Cow Disease are both in the family of diseases called Transmissible
Spongiform Encephalopathy (TSE). Diagnostic assays for E.coli O157:H7 and
Johnne's Disease are in the final stages of development.

      We are also developing vaccines for Chronic Wasting Disease and E.coli
O157:H7. 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 two years
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.

      Though the Company had commercialized one product in late 2003, we have
derived minimal revenues to date from the sale of our products or services. In
2003, we recorded revenues from our subsidiary Family Health News up until
divesture of the subsidiary on October 1, 2003. After October 1, 2003, no
revenues from Family Health News were recorded as income by GeneThera.

      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
Encephalopathies (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

<PAGE>

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 paratubercolosis. Infected animals may show no sign of the disease
until years after the initial infection. Johnne'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 2-3
months. A longer time frame (6-8 months) will be needed to initiate experimental
animal studies for TSE. ITP is the assembly of GEA TM and PURIVAX TM 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 4 to 6 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
overcome the government regulations involved in bringing such a product to
market. The GEA TM 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 GEATM 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.

      GEATM SYSTEM

      GEATM is a proprietary assay development system. GEA was developed in
2001. To date the system has been used to develop our TSE molecular assay. GEA
is a gene expression system to be used solely in our laboratory and will not be
marketed for commercial sale. The core of GEATM 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 no post-PCR manipulation. GEA 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 GEA, 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 GEA. We
currently have all the specific equipment necessary to further development.
However, the use of F-PCR represent a great advantage over other available
systems because of its greater sensitivity, speed and accuracy.

<PAGE>

      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 important, 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 in 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;
      3.    sample preparation and storage creates artifacts; and
      4.    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.

      PURIVAXTM 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 PURIVAXTM is a multi-resin anion exchange chromatography
system that dramatically improves biological purity and viral titer of
recombinant Adenovirus and AAV vectors. PURIVAXTM 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 tool 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
transduce 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

<PAGE>

      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
immuonogenic genetic sequences into cells.

      This is the significance of GeneThera's PURIVAX TM, 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 proprietary 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.

      FIELD COLLECTION SYSTEM

      GeneThera's Field Collection System (FCS) is a commercial product designed
to permit a standardized manner for drawing, stabilizing and handling blood
samples intended for GeneThera's diagnostic assay testing. Each package is
referred to as a "System" because it is just that. There are two different FCS
packages: one for hunters and one for breeders or ranchers. 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. The Field Collection System was developed
in the middle of 2002. We are currently marketing this system as a "marketing
trial". A very limited number of sales has been achieved to date (less than 25
units).

      Common to each FCS are two test tubes, each containing a separate reagent.
The process, as described in the packaging, ensures that each individual sample
of blood will be stabilized, thereby increasing the integrity of that sample for
diagnostic testing. Additionally, this common method of receiving blood samples
at the GeneThera laboratory(ies) increases the efficiency of handling the volume
of samples received. We believe this will enable us to provide a fast, efficient
process, capable of posting results within 24 hours of receipt at a low cost to
the consumer. We require that all testing using the FCS must be done by
GeneThera and no third parties can test the blood collected. The Company is
currently offering the FCS for hunters, breeders, or ranchers directly through
the Company on a limited basis. The Company intends to begin a marketing
campaign through the addition of key personnel to achieve higher volumes of
sales for the FCS. The Company projects that no capital will be needed to hire
the additional personnel as we intend to hire such personnel on a strict
commission basis.

      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 cDNA Construction
      Prokaryotic Expression Vector Construction & Development
      E.  coli Expression Strain Evaluation
      Pilot Scale Fermentation
      Mammalian Expression Vector Construction & Development
      Baculovirus Expression

<PAGE>

      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 I--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 each recombinant
protein is tested to determine the recombinant protein yield. 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 2
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 ector 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.

<PAGE>

            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 have only recently engaged a patent
law firm to assist us in the review of our technology, namely, PurivaxTM and
GEATM, to determine whether it might be patentable. 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 enforce, 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
addition, 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 and marketing capabilities and manufacturing
capabilities than 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

<PAGE>

are attempting to develop products could render our product candidates
noncompetitive and obsolete. Our current competitors include Prionics AG, IDEXX
Laboratories, Inc., Beckman Coulter, 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
proprietary 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

<PAGE>

things, an outline of production for the proposed product, characterization
data, and protocols for animal studies and trials of host animal immunogenicity,
safety, efficacy, backpassage, 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 March 1, 2005, we had a total of five (5) full-time employees and
three (3) part-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, 2007. In
consideration for his services, Dr. Milici will receive a base salary of
$144,000 per annum 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 1, 2007.
Ms Irizarry's base salary is $78,000 per annum. 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. As of the date of this
prospectus, we do not have specific plans to establish any given number of
diagnostic testing laboratories. In addition, we currently do not have
sufficient capital to establish any such laboratories. We cannot provide any
assurances that we would be able to raise the capital necessary to build any
such laboratories or, if we can build them, that they can be operated at a
profit.

      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

<PAGE>

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
produce significant revenues.

      PROPERTIES

      We lease a 5,730 square foot biotechnology laboratory located at 3930
Youngfield Street, Wheat Ridge, Colorado 80033. The lease expires in January
2006 and the rent is $5,235.26 per month. 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.

      LEGAL MATTERS

      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 equal to the contract price or the
reasonable value of services it claims to have performed. Plaintiff seeks
approximately $61,000.00 plus the value of 14,706 shares of common stock in the
Company, plus costs, interest, attorney's fees in amounts to be determined at
trial. The Company believes that the plaintiff's claims have no merit and will
defend the claims. The Company has filed its answer denying the claims and has
asserted a counterclaim that Sisu Media aided and abetted a breach of fiduciary
duty by a third party, Gary Langstaff, with damages to be determined at trial. A
three-day jury trial is set to begin on June 21, 2005. The case is currently in
the discovery stage.

      On or about August 5, 2004, Gary Langstaff, Nick Wollner and
Springloose.com, LLC sued the Company in Jefferson County District Court to gain
access to corporate records and seeking an accounting, a declaratory judgment
determining their status as shareholders, and alleging unpaid wages owed to Mr.
Langstaff and Mr. Wollner as employees in the amounts of $60,000.00 and
$18,000.00 respectively, plus costs, interest, expert fees and attorney's fees
in amounts to be determined at trial. GeneThera has denied the claims and filed
a counterclaim for breach of fiduciary duty by both Langstaff and Wollner
causing unspecified damages which include the expense of defending this action
and the action involving Sisu Media in the same jurisdiction. A four-day trial
to the court is set to begin July 26, 2005. The case is currently in the
discovery stage.

CIT Technology Financing Services, Inc. has sued the Company in Jefferson County
District Court seeking approximately $28,000 as the alleged past due balance of
an equipment lease, plus interest, costs and attorney fees. The Company has
denied the claim and filed a counterclaim for recovery of treble damages plus
costs and attorney fees for theft against the plaintiff based upon the conduct
of plaintiff's designated collections agent. Colorado has recently instituted an
electronic filing system in the courts for the filing of pleadings. Because of
an error in this system, the plaintiff CIT was able to obtain a default judgment
against the company. The company has filed a motion to set aside the default and
believes it will be granted. The court has not yet ruled upon the motion. The
company's counsel and CIT's counsel have initiated settlement discussions.

<PAGE>

Item 7. Financial Statements


                                 GENETHERA, INC.
                                AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004

<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


                                TABLE OF CONTENTS

                                                                       Page No.
                                                                       --------

Independent Registered Public Accounting Firm's Report                    2

Consolidated Balance Sheets - December 31, 2004 and 2003                  4

Consolidated Statements of Operations for the
Period From October 5, 1998 (Inception) to December 31, 2004              6

Consolidated Statements of Changes in Stockholders' Equity (Deficit)
for the Period From October 5, 1998 (Inception) to December 31, 2004      7

Consolidated Statements of Cash Flows for the
Period From October 5, 1998 (Inception) to December 31, 2004             10

Notes to Consolidated Financial Statements                               11

                                       1
<PAGE>

             INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT

To the Board of Directors
GeneThera, Inc. and Subsidiaries
Wheat Ridge, CO

We have audited the accompanying  consolidated balance sheets of GeneThera, Inc.
(a development stage company) and Subsidiaries as of December 31, 2004 and 2003,
and the related consolidated statements of operations,  changes in stockholders'
equity (deficit), and cash flows for the period from October 5, 1998 (inception)
to December 31, 2004. 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  audits to  obtain  reasonable  assurance  about  whether  the
consolidated 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  consolidated  financial  statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall consolidated  financial statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
GeneThera,  Inc.  and  Subsidiaries  as of December  31, 2004 and 2003,  and the
consolidated results of its operations, and its cash flows for each of the years
in the period  ended  December  31,  2004,  in  conformity  with U.S.  generally
accepted accounting principles.

As discussed in Note 10 to the accompanying  consolidated  financial statements,
the Company has  restated  the  consolidated  balance  sheets as of December 31,
2003,  and the related  consolidated  statements  of  operations,  stockholders'
equity (deficit), and cash flows for the period from October 5, 1998 (inception)
to December 31, 2003.

                                       2
<PAGE>

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As discussed in Note 14 to the
consolidated  financial  statements,  the Company has no  established  source of
revenue,  recurring  losses  from  operations,   cash  used  in  operations  and
accumulated deficit. This raises substantial doubt about its ability to continue
as a going  concern.  Management's  plan in  regard  to  these  matters  is also
described in Note 14. The consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


KANTOR, GEISLER & OPPENHEIMER, PA


Hollywood, Florida
February 28, 2005

                                       3
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


                                     Assets

                                 2004         2003
                                           (Restated)
                              ----------   ----------
Current Assets
  Cash                        $    7,402   $       --
  Accounts receivable             13,601           --
  Prepaid expenses                48,694           --
                              ----------   ----------

Total Current Assets              69,697           --
                              ----------   ----------

Property and equipment, net      510,214      480,872
                              ----------   ----------

Other Assets
  VDx licensing agreement        326,250
  Deposits                         7,478        6,278
                              ----------   ----------

Total Other Assets               333,728        6,278
                              ----------   ----------


Total Assets                  $  913,639   $  487,150
                              ==========   ==========

                 Read report and notes to financial statements.

                                       4
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003


                   Liabilities and Stockholders' Deficit

<TABLE>
<CAPTION>
                                                                           2004               2003
                                                                                          (Restated)
                                                                     ---------------    ---------------
<S>                                                                  <C>                <C>
Current Liabilities
  Accounts payable                                                   $       143,838    $       158,360
  Accrued expenses                                                           714,544            611,126
  Due to related company                                                       2,059                500
  Leases payable, current portion                                             30,506             18,715
  Notes payable                                                               58,153            193,405
  Convertible notes                                                           19,000            286,874
                                                                     ---------------    ---------------

Total Current Liabilities                                                    968,100          1,268,980
                                                                     ---------------    ---------------

Long Term Liabilities
  Long term portion of capital lease payable                                 128,430                 --
                                                                     ---------------    ---------------

Total Liabilities                                                          1,096,530          1,268,980
                                                                     ---------------    ---------------

Stockholders' Deficit
  Preferred stock, $0.001 par value, 20,000,000 shares authorized;
    no shares issued and outstanding                                 $            --    $            --
  Common stock $.001 par value, authorized 100,000,000 shares;
    19,061,010 and 4,796,478 issued and outstanding at
    December 31, 2004 and 2003, respectively                                  19,061              4,796
  Additional paid in capital                                              23,142,472          5,114,864
  Subscription receivable                                                   (100,040)                --
  Accumulated deficit                                                    (23,244,384)        (5,901,130)
                                                                     ---------------    ---------------

  Total (Deficit)                                                           (182,891)          (781,470)
                                                                     ---------------    ---------------


Total Liabilities &  Stockholders' Equity                            $       913,639    $       487,510
                                                                     ===============    ===============
</TABLE>


                 Read report and notes to financial statements.

                                       5
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
      FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                                      For the period from
                                                  Year Ended December 31,               October 5, 1998
                                               2004                   2003              (inception) to
                                                                   (Restated)          December 31, 2004
                                        -------------------    -------------------    -------------------
<S>                                     <C>                    <C>                    <C>
  Income
  Sales                                 $            25,496    $           119,541    $           222,553
  Research fees                                          --                     --                188,382
                                        -------------------    -------------------    -------------------
Total income                                         25,496                119,541                410,935

Cost of sales                                       (13,486)               (33,747)               (77,585)
                                        -------------------    -------------------    -------------------

Gross profit                                         12,010                 85,794                333,350
                                        -------------------    -------------------    -------------------

Expenses
  Other compensation                              2,119,009              1,164,000              3,283,009
  Consulting                                      1,341,160                607,750              2,165,544
  General and administrative expenses               415,522                445,641              1,503,190
  Salaries                                          313,490                248,440              1,178,129
  Lease expense                                      90,987                104,509                407,485
  Depreciation and amortization                      73,794                 69,344                235,521
  Settlement expense                                 57,493                     --                 57,493
  Impairment of long-lived assets                    55,714                     --                 55,714
  Lab expenses                                       23,264                 58,600                201,346
                                        -------------------    -------------------    -------------------

Total expenses                                    4,490,434              2,698,284              9,087,432
                                        -------------------    -------------------    -------------------

Loss from operations                             (4,478,424)            (2,612,490)            (8,754,082)

Other income (expenses)
  Beneficial conversion expense                  (1,301,373)              (319,221)            (1,620,594)
  Interest expense                                   (4,022)               (26,511)               (44,628)
  Other income (expenses), net                       28,065                 (9,492)                (8,500)
                                        -------------------    -------------------    -------------------

Net loss from continuing operations              (5,755,754)            (2,967,714)           (10,427,804)

Loss from discontinued operations                        --               (113,026)              (113,026)
                                        -------------------    -------------------    -------------------

Net loss                                $        (5,755,754)   $        (3,080,740)   $       (10,540,830)
                                        ===================    ===================    ===================


  Loss per common share                 $             (0.30)   $             (0.64)   $             (0.55)
</TABLE>


                 Read report and notes to financial statements.

                                       6
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
      FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                     Common Stock               Paid in
                                                                Shares          Amount          Capital
                                                             -------------   -------------   -------------
<S>                                                                <C>       <C>             <C>
Shares issued to founders for consulting                           420,000   $         420   $      35,580

Shares issued in exchange for equipment, supplies and cash         100,000             100          99,900

Shares issued for computer services and financing                   60,000              60          59,940

Shares issued in exchange for cash                                   5,000               5           4,995

Net loss for the year 1999
                                                             -------------   -------------   -------------

Balance December 31, 1999                                          585,000             585         200,415

Shares issued for consulting services                               35,000              35          36,965

Shares issued for management and financing services                 40,000              40          39,960

Net loss for the year 2000
                                                             -------------   -------------   -------------

Balance  December 31, 2000                                         660,000             660         277,340

Shares issued to an officer in lieu of salary                    1,125,000           1,125         238,875

Shares issued to employees in lieu of salary                        75,000              75          74,925

Shares issued in exchange for consulting services                  100,000             100          99,900

Net loss for the year 2001
                                                             -------------   -------------   -------------

Balance December 31, 2001                                        1,960,000   $       1,960   $     691,040
</TABLE>

<TABLE>
<CAPTION>
                                                             Accumulated
                                                               Deficit          Total
                                                            -------------   -------------
<S>                                                         <C>             <C>
Shares issued to founders for consulting                    $          --   $      36,000

Shares issued in exchange for equipment, supplies and cash                        100,000

Shares issued for computer services and financing                                  60,000

Shares issued in exchange for cash                                                  5,000

Net loss for the year 1999                                        (84,350)        (84,350)
                                                            -------------   -------------

Balance December 31, 1999                                         (84,350)        116,650

Shares issued for consulting services                                              37,000

Shares issued for management and financing services                                40,000

Net loss for the year 2000                                       (226,659)       (226,659)
                                                            -------------   -------------

Balance  December 31, 2000                                       (311,009)        (33,009)

Shares issued to an officer in lieu of salary                                     240,000

Shares issued to employees in lieu of salary                                       75,000

Shares issued in exchange for consulting services                                 100,000

Net loss for the year 2001                                       (393,664)       (393,664)
                                                            -------------   -------------

Balance December 31, 2001                                   $    (704,673)  $     (11,673)
</TABLE>

                       Read notes to financial statements.

                                       7
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
      FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                     Common Stock              Paid in
                                                                Shares          Amount          Capital
                                                             -------------   -------------   -------------
<S>                                                          <C>             <C>             <C>
Balance December 31, 2001                                        1,960,000   $       1,960   $     691,040

Recapitalization on February 25, 2002                              697,176             697       1,000,702

Shares issued in exchange for convertible notes payable             81,000              81          40,419

Additional paid in capital - related party                                                         368,962

Net loss for the year 2002
                                                             -------------   -------------   -------------

Balance December 31, 2002                                        2,738,176           2,738       2,101,123

Additional paid in capital contributed as equipment                                                201,976

Additional paid in capital - related party                                                         200,000

Beneficial conversion feature                                                                      319,221

Shares issued in exchange for services                             715,000             715         607,035

Shares issued to officer                                           600,000             600       1,163,400

Shares issued in exchange for convertible notes payable            743,302             743         522,109

Net loss for the year 2003
                                                             -------------   -------------   -------------

Balance December 31, 2003                                        4,796,478   $       4,796   $   5,114,864
</TABLE>

<TABLE>
<CAPTION>
                                                               Accumulated
                                                                 Deficit          Total
                                                              -------------   -------------
<S>                                                           <C>             <C>
Balance December 31, 2001                                     $    (704,673)  $     (11,673)

Recapitalization on February 25, 2002                            (1,116,054)       (114,655)

Shares issued in exchange for convertible notes payable                              40,500

Additional paid in capital - related party                                          368,962

Net loss for the year 2002                                         (999,663)       (999,663)
                                                              -------------   -------------

Balance December 31, 2002                                        (2,820,390)       (716,529)

Additional paid in capital contributed as equipment                                 201,976

Additional paid in capital - related party                                          200,000

Beneficial conversion feature                                                       319,221

Shares issued in exchange for services                                              607,750

Shares issued to officer                                                          1,164,000

Shares issued in exchange for convertible notes payable                             522,852

Net loss for the year 2003                                       (3,080,740)     (3,080,740)
                                                              -------------   -------------

Balance December 31, 2003                                     $  (5,901,130)  $    (781,470)
</TABLE>

                       Read notes to financial statements.

                                       8
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
      CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
      FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                     Common Stock               Paid in
                                                                Shares          Amount          Capital
                                                             -------------   -------------   -------------
<S>                                                          <C>             <C>             <C>
Balance December 31, 2003                                        4,796,478   $       4,796   $   5,114,864

Shares issued in exchange for convertible notes payable          1,434,409           1,434       1,103,179

Shares issued for consulting services                              698,805             699       1,126,163

Beneficial conversion feature                                                                    1,301,373

Shares issued to founder for recapitalization                    7,725,000           7,725      11,579,775

Shares issued to founder for compensation                        1,473,339           1,474       2,117,535

Warrants exercised                                               2,382,979           2,383         235,915

Shares issued for the acquisition of VDx Inc.                      375,000             375         313,843

Shares issued for cash and subscription agreement                  175,000             175         249,825

Net loss for the year 2004
                                                             -------------   -------------   -------------

Balance December 31, 2004                                       19,061,010   $      19,061   $  23,142,472
                                                             =============   =============   =============
</TABLE>

<TABLE>
<CAPTION>
                                                             Accumulated
                                                               Deficit          Total
                                                            -------------   -------------
<S>                                                         <C>             <C>
Balance December 31, 2003                                   $  (5,901,130)  $    (781,470)

Shares issued in exchange for convertible notes payable                         1,104,613

Shares issued for consulting services                                           1,126,861

Beneficial conversion feature                                                   1,301,373

Shares issued to founder for recapitalization                 (11,587,500)             --

Shares issued to founder for compensation                                       2,119,009

Warrants exercised                                                                238,298

Shares issued for the acquisition of VDx Inc.                                     314,218

Shares issued for cash and subscription agreement                                 149,960

Net loss for the year 2004                                     (5,755,754)     (5,755,754)
                                                            -------------   -------------

Balance December 31, 2004                                   $ (23,244,384)  $    (182,891)
                                                            =============   =============
</TABLE>

                       Read notes to financial statements.

                                       9
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
      FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


<TABLE>
<CAPTION>
                                                                                                   For the period from
                                                                Year ended December 31,              October 5, 1998
                                                                                    2003              (inception) to
                                                             2004                 Restated           December 31, 2004
                                                     -------------------    -------------------    -------------------
<S>                                                  <C>                    <C>                    <C>
Cash flows from operating activities:
  Net loss                                           $        (5,755,754)   $        (3,080,740)   $       (10,540,830)
                                                     -------------------    -------------------    -------------------

  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Depreciation and amortization                               73,794                 69,344                235,521
      Compensation in exchange for common stock                3,484,168              1,771,750              5,722,918
      Beneficial conversion feature                            1,301,373                319,221              1,620,594
      Loss on impairment                                          55,714
    Changes in operating assets and liabilities
      (Increase) Decrease in:
        Accounts receivable                                      (13,601)                 5,517                (13,601)
        Inventory                                                     --                 24,999                     --
        Prepaid expenses                                         (48,694)
        Other assets                                              (1,200)                44,090                 36,748
      Increase in account payable
        and accrued liabilites                                    90,455                205,553                860,081
                                                     -------------------    -------------------    -------------------

      Total adjustments                                        4,942,009              2,440,474              8,462,261
                                                     -------------------    -------------------    -------------------

  Net cash used in operating activities                         (813,745)              (640,266)            (2,078,569)
                                                     -------------------    -------------------    -------------------

Cash flows from investing activities:

  Cash payments for the purchase of property                    (158,831)                (8,735)              (193,900)
                                                     -------------------    -------------------    -------------------


Cash flows from financing activities:
  Capital contributed as equipment                               201,976                272,376
  Principal payments on notes & leases payable                  (162,482)               (31,155)              (233,297)
  Proceeds from lease payable                                    150,000
  Proceeds from issuance of common stock                         149,960                                       593,922
  Proceeds from loans payable                                    842,500                433,550              1,491,050
                                                     -------------------    -------------------    -------------------

  Net cash provided by financing activities                      979,978                639,857              2,124,051
                                                     -------------------    -------------------    -------------------

Net increase (decrease) in cash                                    7,402                 (9,144)              (148,418)

Cash, beginning of year                                               --                  9,144                     --
                                                     -------------------    -------------------    -------------------

Cash, end of year                                    $             7,402    $                --    $             7,402
                                                     ===================    ===================    ===================


Supplemental disclosures of cash flow information:

Cash paid during the period for interest expense     $             4,022    $             3,462    $            10,766
                                                     -------------------    -------------------    -------------------
</TABLE>

                       Read notes to financial statements.

                                       10
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations

The consolidated  financial  statements include  GeneThera,  Inc. and its wholly
owned subsidiaries (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) in an 8:1 reverse split. A total of 16,611,900 shares
of common  stock were  issued for the  acquisition.  See Note 10 for  historical
review of the  transaction.  For accounting  purposes,  the acquisition has been
treated as a capital  transaction and as a recapitalization  of GeneThera,  Inc.
(Colorado).  On September 20, 2004, the Company acquired 100% of the outstanding
shares of VDx,  Inc. A total of 375,000  shares of common  stock were issued for
the transaction.

GeneThera,  Inc.  (Colorado) is a biotechnology  company that develops molecular
assays for the detection of food contaminating  pathogens,  veterinary  diseases
and genetically modified organisms.  VDx, Inc. is a manufacturer and distributor
of veterinary diagnostic equipment and tests.

GeneThera, Inc. (Colorado) and VDx, Inc. are considered to be in the development
stage. The companies devote  substantially  all of their efforts to establishing
new  business  and have not  begun  planned  principal  operations  and have not
generated  significant  revenue.  Activity during the development stage includes
organization,  and implementation and revision of the business plan.  GeneThera,
Inc. (Colorado) also provides research services to unrelated parties. Principles
of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
GeneThera,  Inc.  (Florida) and its wholly owned  subsidiaries.  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.

                                       11
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Property and Equipment

Property and equipment  are stated at cost.  Equipment  under capital  leases is
stated  at  the  present  value  of  minimum  lease  payments.  Depreciation  is
calculated  on a  straight-line  basis over the  estimated  useful  lives of the
assets, which is 5 - 10 years. Betterments,  which extend the life of the asset,
are capitalized, whereas 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 our  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

Revenues from VDx sales are recognized when services are rendered.

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,  2004 and 2003 all  common  stock
equivalents were antidilutive and therefore diluted loss per share equaled basic
loss per share.

Fair Value of Financial Instruments

The respective carrying value of certain on-balance sheet financial  instruments
approximated  their  fair  value.  These  instruments   include  cash,  accounts
receivable  and  accounts  payable.  Fair  values were  assumed to  approximated
carrying  values for these  financial  instruments  since they are short-term in
nature and their carrying amounts approximate fair values or they are receivable
or payable on demand.

Segment Information

The Company operates in one segment for management reporting purposes.

                                       12
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recent Accounting Pronouncements

In June 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
No.  141,  Business  Combinations  (SFAS  141).  SFAS  141  establishes  revised
standards for accounting for business combinations.  Specifically, the statement
eliminates the pooling method,  provides new guidance for recognizing intangible
assets  arising  in  a  business  combination,   and  calls  for  disclosure  of
considerably  more information about a business  combination.  This statement is
effective  for business  combinations  initiated  on or after July 1, 2001.  The
adoption of this pronouncement on July 1, 2001 did not have a material effect on
the Company's financial position, results of operations or liquidity.

In August 2001, the FASB issued Statement No. 144, Accounting for the Impairment
or  Disposal  of  Long-Lived  Assets.  SFAS 144  supersedes  Statement  No. 121,
Accounting for the Impairment of Long-Lived  Assets and for Long-Lived Assets to
be Disposed of (SFAS 121).  Although SFAS 144 retains the basic  requirements of
SFAS 121 regarding when and how to measure an impairment loss, SFAS 144 provides
additional  implementation  guidance. SFAS 144 excludes goodwill and intangibles
not being  amortized,  among  other  exclusions.  SFAS 144 also  supersedes  the
provisions  of APB 30,  Reporting  the  Results  of  Operations,  pertaining  to
discontinued operations. Separate reporting of a discontinued operation is still
required,  but SFAS 144 expands the  presentation  to include a component  of an
entity,  rather  than  strictly  a  business  segment  as  defined  in SFAS 131,
Disclosures  about Segments of an Enterprise and Related  Information.  SFAS 144
also  eliminates  the current  exemption  to  consolidation  when control over a
Subsidiary is likely to be temporary. This statement is effective for all fiscal
years  beginning after December 15, 2001. The adoption of SFAS 144 and impact on
these consolidated financial statements is explained in Note 12.

In May 2003,  the FSAB  issued SFAS No. 150,  Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity.  SFAS No. 150
affects  the  issuer's  accounting  for three  types of  freestanding  financial
instruments.  One type is a  mandatorily  redeemable  share,  which the  issuing
company is obliged to buy back in exchange  for cash or other  assets.  A second
type,  which  includes  put  options and forward  purchase  contracts,  involves
instruments  that do or may require the issuer to buy back some of its shares in
exchange  for cash or other  assets.  The third type of  instrument  consists of
obligations  that can be settled  with shares,  the  monetary  value of which is
fixed,  tied solely or  predominately  to a variable such as a market index,  or
varies  inversely with the value of the issuer's  shares.  SFAS No. 150 does not
apply to features embedded in a financial instrument that is not a derivative in
its entity.  SFAS No. 150 also requires  disclosures  about  alternative ways of
settling the instruments and the capital  structure of entities whose shares are
mandatorily  redeemable.  Most of the guidance in SFAS No. 150 is effective  for
all  financial  instruments  entered  into or  modified  after May 31,  2003 and
otherwise  is effective  from the start of the first  interim  period  beginning
after June 15,  2003.  The  adoption  of this  standard  did not have a material
impact on the Company's results of operations or financial position.

                                       13
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recent Accounting Pronouncements

In  December  2004,  the FASB issued SFAS No.  153,  Exchanges  of  Non-monetary
Assets,  an amendment to Accounting  Principles Board Opinion No. 29, Accounting
for  Non-monetary  Transactions  is based on the  principle  that  exchanges  of
non-monetary  assets  should be  measured  based on the fair value of the assets
exchanged. The guidance in that Opinion, however, included certain exceptions to
that principle.  This Statement amends Opinion 29 to eliminate the exception for
non-monetary  exchanges  of similar  productive  assets and  replaces  it with a
general exception for exchanges in which the future cash flows of the entity are
not  expected  to  changes  significantly  as a  result  of  the  exchange.  The
provisions  of SFAS  No.  153  will  become  effective  for  non-monetary  asset
exchanges in fiscal periods  beginning  after June 15, 2005. The Company has not
yet determined the impact of adopting this standard.

In December 2004, the FASB issued SFAS 123 (revised 2004),  Share-Based Payment,
("SFAS No.  123(R)").  SFAS No.  123(R)  requires  companies  to  recognize  the
compensation cost relating to share-based payment  transactions in the financial
statements.  This Statement  eliminates  the ability to account for  share-based
compensation  transactions using the Accounting Principles Board Opinion No. 25,
and requires instead that such  transactions be accounted for using a fair-value
method.  SFAS No. 123 (R) will be effective for the  Company's  third quarter of
fiscal 2005.

Reclassifications

Certain amounts in the prior year financial  statements  have been  reclassified
for  comparative  purposes to conform to the  presentation  in the current  year
financial statements.

NOTE 2 PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2004 and 2003 consisted of the following:

                                                   2004         2003
                                                ---------    ---------
                                                             (Restated)

             Office equipment                   $  45,452    $  39,107
             Laboratory equipment                 730,488      578,041
                                                ---------    ---------
                                                  775,940      617,148
             Less:  Accumulated depreciation     (265,726)    (136,276)
                                                ---------    ---------
                                                $ 510,214    $ 480,872
                                                =========    =========

                                       14
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 2 PROPERTY AND EQUIPMENT - continued

Depreciation expense for the years ended December 31, 2004 and 2003 was $ 73,794
and $66,094, respectively.

During the year ended December 31, 2002, the Company  entered into capital lease
agreements to acquire laboratory equipment and a computer. (See Note 3)

During the year ended  December  31,  2004,  the Company  entered into a capital
lease agreement to acquire laboratory equipment. (See Note 3)

NOTE 3 LEASE OBLIGATIONS

Operating Leases

The Company leases its office,  warehouse,  laboratory  space and vehicles under
non-cancelable operating leases, which have initial terms in excess of one year.

Total lease expense for the years ended  December 31, 2004 and 2003 was $90,987,
and $104,509, respectively.

Capital Leases

The  Company's  property  under  capital  leases is  included  in  property  and
equipment (See Note 2) and is summarized as follows:

                                               2004         2003
                                            ---------    ---------
                                                         (Restated)

          Laboratory Equipment              $ 183,312    $  31,574
          Computer                              2,672        2,672
                                            ---------    ---------
                                                            34,246
                                              185,984
          Less:  Accumulated depreciation     (11,396)      (6,441)
                                            ---------    ---------
          Net assets under capital leases   $ 174,588    $  27,805
                                            =========    =========

                                       15
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 3 LEASE OBLIGATIONS

Capital Leases

Future minimum lease payments under these  non-cancelable  operating  leases and
capital leases at December 31, 2004 were as follows:

                                             Operating   Capital
                                               Leases     Leases
                                             --------   --------

        2005                                 $ 89,232   $ 47,871
        2006                                   26,400     47,527
        2007                                   22,000     46,836
        2008                                        0     46,836
        2009 and thereafter                         0     46,836
        -------------------                  --------   --------
                                             $137,632   $235,906
                                             ========   ========
        Less amount representing interest                (76,970)
            Present value of minimum lease payments      158,936
            Less current portion                         (30,506)
                                                        --------
            Long-term portion of capital lease payable   128,430


Total interest expense, including late fees, under capital leases was $2,352 and
$2,510 for the years ended December 31, 2004 and 2003, respectively.

NOTE 4 LOAN PAYABLE

The Company has an outstanding loan payable to a related party as follows:

                                                        2004        2003
                                                      --------    --------
                                                                  (Restated)
      Loan payable with no interest, due on demand,
      unsecured                                       $ 20,000    $      0
      Less current portion                             (20,000)         (0)
                                                      --------    --------
      Total long-term loan payable - related party    $      0    $      0
                                                      ========    ========

There was no interest  expense  related to this  obligation  for the years ended
December 31, 2004 and 2003.

                                       16
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 5 NOTES PAYABLE

The  Company has  outstanding  notes  payable at  December  31, 2004 and 2003 as
follows:

                                                      2004            2003
                                                --------------   --------------
                                                                   (Restated)
Various  notes payable with  interest  rates
ranging from 0% to 14%;  various terms; secured
by equipment and personal guarantees            $       38,153   $      193,405
Less current portion:                                  (38,153)        (193,405)
                                                --------------   --------------
Total long-term notes payable                   $            0   $            0
                                                ==============   ==============

Total  interest  expense for these  obligations  for the year ended December 31,
2004 and 2003 was $5,136 and $4,022, respectively.

NOTE 6 CONVERTIBLE NOTES PAYABLE

The Company has outstanding  convertible  notes payable at December 31, 2004 and
2003 as follows:

                                                      2004             2003
                                                --------------   --------------
                                                                   (Restated)

Various  convertible  notes  payable  to
individuals, with interest at 8%; due at
various   dates  from  April  14,   2003
through June 18, 2004;  convertible into
shares  of  common  stock  at a price of
$0.50 per share.                                $            0    $     223,124

Convertible    note    payable   to   an
individual,  with  interest at 10%;  due
May 16, 2004; convertible into shares of
common  stock at a price  of  $0.25  per
share.                                                       0           63,750

Convertible    note   payable   to   two
individuals,  with  interest  at 8%; due
July 8, 2004; convertible into shares of
common  stock at a price  of  $1.00  per
share.                                                  17,000                0

                   17
<PAGE>

    GENETHERA, INC. AND SUBSIDIARIES
      (A DEVELOPMENT STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE PERIOD FROM
 OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE  6  CONVERTIBLE   NOTES  PAYABLE  -
continued

                                                      2004            2003
                                                --------------   --------------
                                                                   (Restated)

A   convertible   note   payable  to  an
individual,  with  interest  at 8%;  due
February  15,  2005;   convertible  into
shares  of  common  stock  at a price of
$1.00 per share.                                         2,000           63,750
                                                      --------         --------
                                                        19,000          286,874
Less:  current portion                                 (19,000)        (286,874)
                                                      --------         --------

Total   long-term    convertible   notes
payable                                               $      0         $      0
                                                      ========         ========


Interest expense for these obligations for the years ended December 31, 2004 and
2003 was $6,376 and $15,677, respectively.

NOTE 7 STOCKHOLDERS' EQUITY (DEFICIT)

Common Stock

On March 5, 1999,  the Company  issued 420,000 of common stock valued at $36,000
according to an employment agreement,  approved by the board of directors,  to a
founder for services rendered during 1999.  Accordingly,  consultant  expense of
$36,000 was charged to operations.

On March 5, 1999,  100,000  shares of common  stock were issued in exchange  for
used  equipment with a fair market value of $34,586,  supplies,  and other items
totaling $25,414, and $40,000 in cash from an unrelated party. Accordingly,  lab
equipment was recorded at $34,586,  supplies at $21,414, and glassware at $4,000
- the market value for these items.

On  April 1,  1999,  according  to a  contract  agreement  to  provide  computer
services, the Company issued 60,000 shares of common stock valued at $60,000, in
exchange for computer & consulting services in the amount of $55,000, and $5,000
in cash. Accordingly, consultant expense of $55,000 was charged to operations.

On April 1, 1999,  5,000  shares of common  stock valued at $1.00 per share were
issued to an unrelated party for $5,000 in cash.

On January 1, 2000, 25,000 shares of common stock valued at $1.00 per share were
issued in exchange for services  rendered.  Accordingly,  consultant  expense of
$25,000 was charged to operations.

                                       18
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 7 STOCKHOLDERS' EQUITY (DEFICIT) - continued

Common Stock

On April 10,  2000,  according  to a contract  agreement  to provide  management
services, the Company issued 40,000 shares of common stock valued at $40,000, in
exchange for management services. Accordingly, consultant expense of $40,000 was
charged to operations.

On May 15,  2000,  according  to a  contract  agreement  to  provide  consulting
services,  the Company  issued  10,000 shares of common stock valued at $12,000.
Accordingly, consultant expense of $12,000 was charged to operations.

On February 15, 2001, the Company issued 1,125,000 shares of common stock valued
at  $240,000  according  to an  employment  agreement,  approved by the board of
directors,  to an officer in lieu of salary for services  rendered during 2000 &
2001.  Accordingly,  salary  expense of $120,000  was charged to  operations  at
December 31, 2001 and $120,000 in 2000.

On  February  15,  2001,  the board of  directors  of the Company  approved  the
issuance  of 60,000  shares of common  stock  valued at $60,000 to an officer in
lieu of salary for services rendered. Accordingly, salary expense of $60,000 was
charged to operations.

On  February  15,  2001,  the board of  directors  of the Company  approved  the
issuance  of 15,000  shares of common  stock  valued at $15,000 to an officer in
lieu of salary for services rendered. Accordingly, salary expense of $15,000 was
charged to operations.

On October 1, 2001,  according  to a contract  agreement  to provide  consulting
services,  the Company issued 100,000 shares of common stock valued at $100,000.
Accordingly, consultant expense of $100,000 was charged to operations.

As a result of the  recapitalization on February 25, 2002, the Company is deemed
to have issued  697,176  common shares to the  stockholders  of GeneThera,  Inc.
(f/k/a Hand Brand Distribution, Inc.).

During November 2002,  certain holders exercised their option to convert $40,500
in convertible notes payable per various  agreements dated in 2002. As a result,
81,000 shares of common stock were issued.

In June 2003,  the Company issued 715,000 shares of common stock in exchange for
consulting services. The fair market value of the shares was $.85 on the date of
issuance. Accordingly, consultant expense of $607,750 was charged to operations.

On November  15,  2003,  the Company  issued  600,000  shares of common stock as
"officer  incentive" to an officer of the Company  following a resolution of the
board of directors. The fair market value of the shares was $1.94 on the date of
issuance. Accordingly, salary expense of $1,164,000 was charged to operations.

                                       19
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 7 STOCKHOLDERS' EQUITY (DEFICIT) - continued

Common Stock

During 2003,  certain  holders  exercised  their  option to convert  $331,652 in
convertible  notes payable per various  agreements  dated in 2002 and 2003. As a
result, 663,302 shares of common stock were issued.

On October 1, 2004,  the Company  issued  80,000  shares of common  stock to the
President  of FHNI to satisfy  all  outstanding  convertible  notes and  accrued
interest for funds loaned to the Company. Additionally, the Company released and
conveyed all interest in the FHNI to its president. Although signed on August 1,
2004, the agreement was effective as of October 1, 2003.

During the twelve months ended December 31, 2004,  the Company issued  1,434,409
shares of common stock pursuant to conversion rights exercised by holders.

On January 16, 2004,  the Company  issued 30,000  shares  pursuant to a one-year
agreement with a consultant for a total of $120,000,  based on the closing price
on January 14, 2004. The Company charged one-half,  or $60,000 to operations and
the  remaining  $60,000 has been  capitalized  and prorated over the life of the
agreement.

On January 26, 2004,  the Company  issued 211,000 shares for a total of $437,480
based on the  closing  price on date of issue.  These  shares  were  issued to a
consultant  for  services  rendered  and  resulted  in an  immediate  charge  to
operations.

In June 2004, the Company issued  7,725,000  shares valued at $11,587,500 to the
founder  by  resolution  of the  board  of  directors  in  conjunction  with the
completion of the reverse acquisition.

In June 2004,  the Company issued  1,473,339  shares valued at $2,117,535 to the
founder by resolution of the board of directors for compensation.

In June 2004, a consultant  exercised  its option to purchase  2,382,279  shares
under warrants issued for consulting  services valued at $238,298.  Accordingly,
$238,298 for consulting expenses was charged to operations. All warrants related
to this consulting agreement have been exercised.





In August and September  2004,  the Company issued 125,400 shares for a total of
$94,673  based on the closing  prices on the dates of issue.  These  shares were
issued to several  consultants  for services  rendered and resulted in immediate
charges to operations.

On September 20, 2004 the Company  issued  375,000  restricted  common shares in
connection  with its  acquisition  of VDx, Inc.  These shares were valued at .87
cents per share.

In November  2004,  the Company  issued  325,000  shares for a total of $471,250
based on the closing prices on the date of issues. These shares were issued to a
marketing consultant and resulted in immediate charges to operations.

In November 2004, the Company issued 175,000 shares for a total of $250,000 in a
private placement of the Company's stock at $1.43 per share.

                                       20
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 7 STOCKHOLDERS' EQUITY (DEFICIT) - continued

Common Stock

In November and December  2004, the Company issued 35,555 for a total of $34,750
based on the closing prices on the dates of issues. These shares were issued for
legal services rendered and resulted in immediate charges to operations.

                                       21
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 8 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, 2004
and 2003 of approximately $10,670,000 and $4,930,000,  respectively,  subject to
annual  limitations  prescribed by the Internal Revenue Code, that are available
to offset future taxable  income  through 2024. 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.

                                       22
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 9 AMENDMENT TO ARTICLES OF INCORPORATION

Following  a  resolution  of the board of  directors,  the  Company  amended its
articles of incorporation  effective June 16, 2003, to change the Company's name
from Hand Brand  Distribution,  Inc. to  GeneThera,  Inc.,  and to provide for a
maximum of 100,000,000 shares of common stock and 20,000,000 shares of preferred
stock.

NOTE 10 RESTATEMENT

On February 25, 2002, GeneThera, Inc., f/k/a Hand Brand Distribution, Inc., (the
Company),  entered into an agreement to acquire GeneThera, Inc. (Colorado).  The
Company was to issue 6 shares of common stock (after a 2:1 forward  stock split)
for each share of GeneThera,  Inc. (Colorado). At the end of the transaction the
Company would have issued a total of  16,611,900  shares of common stock and own
approximately 91% of GeneThera,  Inc. (Colorado).  At the time the agreement was
signed, the Company did not have sufficient authorized shares of common stock to
complete the transaction. The stockholders of GeneThera, Inc. (Colorado) decided
to proceed with the  acquisition and agreed to delay receipt of the shares until
the Company increased the number of authorized shares.  This did not occur until
late in 2003.  In the 10-K  filed for the year  ended  December  31,  2002,  the
Company  reported  a total of  18,621,476  shares  issued,  but  only  2,009,576
outstanding.  The 16,611,900  shares of common stock related to the  acquisition
were never issued due to the insufficient  number of authorized shares of common
stock of the Company.

The  assets  of  GeneThera,  Inc.  (f/k/a  Hand  Brand  Distribution,  Inc.) and
GeneThera,  Inc.  (Colorado) are at historical cost as of December 31, 2001. The
value of the net assets of GeneThera, Inc. at the time of the acquisition is the
same  as  the   historical   negative   book  value  of   ($114,654).   For  the
recapitalization,  equity  accounts  of  GeneThera,  Inc.  (Colorado)  have been
restated,  based on the ratio of  exchange of 1 (one) share of the Company for 1
(one) share of GeneThera, Inc. (Colorado).

The  financial  statements  became those of  GeneThera,  Inc.  (Colorado),  with
adjustments to reflect the changes in equity structure. The operations are those
of GeneThera,  Inc.  (Colorado) from inception,  October 5, 1998 to December 31,
2003, and those of GeneThera,  Inc. (f/k/a Hand Brand  Distribution,  Inc.) from
February 25, 2002, the recapitalization date.

During  the first  quarter of 2003,  the  agreement  of  February  25,  2002 was
rescinded and a new acquisition agreement was signed. At this time, the board of
directors of the Colorado  corporation resolved to restructure the equity of the
Colorado corporation, whereby of the 3,039,050 shares of common stock issued and
outstanding  (including  the  minority  interest)  at  the  time  of  the  first
agreement, only 1,960,000 shares of common stock remained at March 23, 2003.

                                       23
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 10 RESTATEMENT - continued

The canceled shares had the following effect on the Colorado corporation:

<TABLE>
<CAPTION>
                                                 Shares of         Additional         Accumulated
                                               Common Stock      Paid in Capital        Deficit
                                              ---------------    ---------------    ---------------
<S>                                                <C>           <C>                <C>
As reported February 25, 2002 - before
         acquisition                               18,234,300    $     1,048,428    $      (995,073)

     Adjustments
         Reversal 3:1 (2:1 fwd stock split)       (15,195,250)            10,463                  0
         Cancelled shares                            (290,400)          (290,109)           290,400
         Cancelled shares                            (788,650)             5,520                  0
                                              ---------------    ---------------    ---------------

     Total adjustments                            (16,274,300)          (274,126)           290,400
                                              ---------------    ---------------    ---------------
As restated - retroactive to
      February 25, 2002 acquisition                 1,960,000    $       774,302    $      (704,673)
                                              ===============    ===============    ===============
</TABLE>


During 2002, the Company issued a total of 1,312,400  shares--652,400 related to
convertible  notes,  and the remaining  660,000 shares  associated with a credit
line  commitment fee having an option to convert.  By resolution of the Board of
Directors a total of 1,231,400 shares were canceled.

Following is the aggregate  effect on the consolidated  financial  statements of
the Company at December 31, 2002,  reflecting the cancellation of shares by both
the Colorado  corporation and the Company,  as well as the retroactive effect of
the initial  acquisition  as per the terms of the new agreement  dated March 23,
2003.

<TABLE>
<CAPTION>
                                               Shares of         Additional         Accumulated
                                             Common Stock      Paid in Capital        Deficit
                                            ---------------    ---------------    ---------------
<S>                                          <C>               <C>                <C>
As reported December 31, 2002                    18,621,476    $     2,433,240    $    (3,401,716)

    Adjustments
         Rescission/Acquisition                 (16,274,300)          (274,126)           290,400
         Reversal minority interest               1,622,400            270,778            (62,998)
         Cancelled shares                          (660,000)          (329,340)           330,000
         Cancelled shares                          (571,400)               571                  0
         FHNI adjustment COGS                             0                  0             23,924
                                            ---------------    ---------------    ---------------

As restated retroactive December 31, 2002   $     2,738,176    $     2,101,123    $    (2,820,390)
                                            ===============    ===============    ===============
</TABLE>

                                       24
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 10 RESTATEMENT - continued

The consolidated  financial statements of the Company included in the 10-KSB for
December  31,  2003  depicted  the new  acquisition  as of March 23,  2003,  and
considered  the  2002  reverse   acquisition   null  and  void.  The  historical
information  was that of the  Colorado  corporation.  After  reviewing  FAS 141,
Business  Combination and all facts  surrounding the original  acquisition,  the
rescission  and  consequent  re-acquisition,  the Company  determined  that even
though the January 2002  acquisition  agreement  was  rescinded,  control of the
Company remained  continuously with the Colorado  corporation  through its major
shareholders.  Consequently,  the consolidated financial statements for December
31, 2003 are restated as follows:

<TABLE>
<CAPTION>
                                             Shares of         Additional         Accumulated
                                           Common Stock      Paid in Capital        Deficit
                                          ---------------    ---------------    ---------------
<S>                                             <C>          <C>                <C>
As reported December 31, 2003                   4,749,976    $     4,300,500    $    (4,798,772)

     Adjustments
         Additional liabilities                         0                  0            (26,989)
         Reclassification of supplies                   0                  0            (33,314)
         Revaluation of fixed assets                    0           (248,024)            11,649
         Related party debt                             0            568,962           (518,962)
         Beneficial conversion features                 0            319,221           (319,221)
         Correction of shares converted           (33,498)           (16,915)                 0
         Consolidation of FHNI                          0                  0            (93,457)
         Disposal of SUBSIDIARIES                  80,000            191,120           (122,064)
                                          ---------------    ---------------    ---------------

As restated December 31, 2003                   4,796,478    $     5,114,864    $    (5,901,130)
                                          ===============    ===============    ===============
</TABLE>

NOTE 11 CONSOLIDATION AND DIVESTITURE OF SUBSIDIARIES

The  consolidated  financial  statements  of the Company  included in the 10-KSB
filed for  December  31, 2003 did not include the  financial  statements  of its
wholly own Subsidiaries  Family Health News, Inc. (FHNI).  Further evaluation of
the  applicable  standards  revealed that FAS 144 amended ARB 51, and eliminated
the exemption to  consolidation  for Subsidiaries for which control is likely to
be temporary. In reevaluating the accounting treatment, the Company restated the
consolidated  financial  statements  for the year  ended  December  31,  2003 to
include FHNI and the results of its operations  through  September 30, 2003, and
the effect of its  disposal  on October 1, 2003.  On August 1, 2004 the  Company
signed a  resolution  agreement  with the  President  of FHNI.  As stated in the
agreement,  the Company issued 80,000 shares of common stock to the President of
FHNI to satisfy all outstanding convertible notes and accrued interest for funds
loaned to the  Company.  Additionally,  the Company  released  and  conveyed all
interest in the FHNI to its  president.  Although  signed on August 1, 2004, the
agreement was retroactively effective as of October 1, 2003.

                                       25
<PAGE>

                        GENETHERA, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               FOR THE PERIOD FROM
                OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2004


NOTE 11 CONSOLIDATION AND DIVESTITURE OF SUBSIDIARIES - continued

As a result of the disposition the Company recorded a loss of $113,026. FHNI had
net sales of $119,445 and a net loss of $9,039 through September 31, 2003, which
is included as loss from operations on the consolidated financial statements.

At December 31, 2003, there were no assets related to discontinued operations on
the consolidated balance sheet.

NOTE 12 IMPAIRMENT OF LONG - LIFE ASSETS

In 2004,  management  decided to reduce the carrying value of certain laboratory
equipment.  Based on quotations  from vendors  (FMV),  the carrying value of the
Nucleic Acid Machine was reduced from $80,714 to a salvage value of $25,000. The
impairment is therefore $55,714.

NOTE 13 CONTINGENCIES

The Company is involved in claims arising during the ordinary course of business
resulting  from  disputes with vendors 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, 2004.

NOTE 14 GOING-CONCERN UNCERTAINTY

These financial statements are presented assuming the Company will continue as a
going  concern.  For the years ended  December  31,  2004 and 2003,  the Company
showed  operating  losses  of  $5,755,754  and  $3,080,070,   respectively.  The
accompanying  financial  statements  indicate  that current  liabilities  exceed
current  assets by $898,402 and $1,268,620 for the years ended December 31, 2004
and 2003, 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 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.


                                       26
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

On January 15, 2005, our auditors, Kantor, Sewell & Oppenheimer, P.A., notified
the Company in writing that they changed their name to Kantor, Geisler &
Oppenheimer, P.A. The attached financials have been certified by Kantor, Geisler
& Oppenheimer, P.A.

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 and Chief
Financial Officer.


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     49      Chairman of the Board, Chief Executive Officer
                                And Chief Scientific Officer
Steven M.  Grubner      46      Chief Financial Officer and Director
Thomas M. Muenzberg     36      Chief Operating Officer
Dr.  Thomas Slaga       60      Director
Richard Bryans          48      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.

      Steven M. Grubner joined GeneThera's Board of Directors in May 2004 and
has served as our Chief Financial Officer since June 2004. Mr. Grubner has over
twenty years of experience in the technology industry. Mr. Grubner served as the
president, finance and administration and chief financial officer at HH
Communications, Inc. from 1986 until the completion of its merger with Datatec
Systems, Inc. (DATC) in mid-1996. Until late 1999, he served as Datatec's vice
president and General Counsel, a position that put him in charge of Datatec's
public SEC filings, vendor contract negotiations, and internal employee
agreements. From 1999 to the present, Mr. Grubner has been involved the private
and public equity markets, raising capital for technology, biotech, and software
companies.

      Thomas M. Muenzberg joined GeneThera in February 2004 as our Chief
Operating Officer. Prior to joining GeneThera, Mr. Muenzberg served in Small
Business Commercial Lending Services for Key Bank, N.A. from April 2003 until

<PAGE>

June 2005. Mr. Muenzberg provided Private Client Group Consulting at TM
Financial Group, LLC from July 2001 to April 2003. He also worked at Charles
Schwab & Co., Inc. from March 2000 to July 2001.

      Dr. Thomas Slaga has served on GeneThera's Board of Directors since 2003.
Dr. Slaga has investigated cancer causation and prevention for more than
thirty-five years. He has held his current position as Scientific Director of
the AMC Cancer Research Center in Denver, Colorado since 1999. 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.

      Richard Bryans has served on GeneThera's Board of Directors since 2003.
Mr. Bryans is corporate counsel for GeneThera and has managed his own private
law firm in Denver, Colorado since 1995.

      The Company has an Audit Committee comprised of Dr. Milici and Mr. Grubner
and a Compensation Committee comprised of Mr. Bryans and Dr. Slaga. 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 four 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.

<PAGE>

Item 10. Executive Compensation

The following table sets forth certain summary information for the fiscal year
ended December 31, 2004 concerning the compensation awarded to, earned by, or
paid to those persons serving as executive officers during fiscal year 2004.


                           SUMMARY COMPENSATION TABLE

      The following table sets forth certain summary information for the fiscal
year ended December 31, 2004 concerning the compensation awarded to, earned by,
or paid to those persons serving as executive officers during fiscal year 2004
that served as our Chief Executive Officer or earned compensation in excess of
$100,000 (the "Named Executive Officers"). No other executive officer of the
company had a total annual salary and bonus for 2004 that exceeded $100,000.
Antonio Milici, M.D., Ph.D. and Steven M. Grubner were the only executive
officers during the fiscal year ended December 31, 2004.

      The following table summarizes compensation earned in each of the last
three fiscal years by the named officers.

<TABLE>
<CAPTION>
                                                    Annual Compensation                     Long-Term Compensation
                                                    -------------------                     ----------------------
                                                                          All   Restricted  Securities   All Other
                                                                 Other Annual   Stock       Underlying   Compensation
                                                                 Compensation   Awards      Options/     ($)
<S>                         <C>          <C>          <C>        <C>            <C>         <C>          <C>
Name and Principal          Year         Salary       Bonus           (4)          ($)      SARS (#)
Position
Antonio Milici M.D. PhD.,   2004         $144,000(1)       --         --        --          300,000 (5)           --
Chief Executive Officer     2003         $144,000(2)       --                   --                   --           --
                            2002         $144,000(3) $ 18,000         --        --                   --           --


</TABLE>


      (1)   Of this amount, $54,000 was paid to Dr. Milici in 2004 and $90,000
            has been deferred.
      (2)   All of this amount has been deferred.
      (3)   Of this amount, $36,000 was paid to Dr. Milici in 2002 and $108,000
            has been deferred.
      (4)   The Company provides Dr. Milici with a company car and reimburses
            him for fuel costs.
      (5)   These options were granted on 6/29/04 at an exercise price of $.90.


OPTION GRANTS IN LAST FISCAL YEAR

      The Company grants options to its executive officers under the GeneThera
2004 Senior Executive Officer Plan. As of March 1, 2005, options to purchase a
total of 850,000 shares were outstanding under the 2004 Senior Executive Officer
Plan and options to purchase 1,150,000 shares remained available for grant
thereunder.

      The following table shows for the fiscal year ended December 31, 2004,
certain information regarding options granted to the Named Executive Officers:

<TABLE>
<CAPTION>
                                                    Option Grants in Fiscal 2004
                                         Individual Grants
                                ----------------------------------------------------------
                                Number of          Percentage of
                                Securities         Total Options
                                Underlying         Granted to
                                Options Granted    Employees in         Exercise Price     Expiration
Name                            (#)                Fiscal 2004(1)       ($/Sh)             Date
<S>                             <C>                <C>                  <C>                <C>
Antonio Milici                  300,000(2)                  35.3%       $0.90              6/29/2014
</TABLE>

      (1)   Based on options to purchase 850,000 shares granted in 2004.
      (2)   Fifty percent of these options were vested on December 1, 2004 and
            the remaining fifty percent vested on March 1, 2005.

<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option
Values

<TABLE>
<CAPTION>
                        Shares          Value        Number of Securities                  Value of Unexercised
                        Acquired on     Realized     Underlying Unexercised                In-the-Money Options
Name                    Exercise (#)    ($)          Options at FY-End (#)(1)              at December 31, 2004 ($)(2)

                                                     Exercisable     Unexercisable         Exercisable     Unexercisable
                                                     -----------     -------------         -----------     -------------
<S>                     <C>                          <C>             <C>                   <C>             <C>
Antonio Milici                   --           --         150,000           150,000              $9,000            $9,000
</TABLE>

      (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, 2004.

      (2) Value is based on the fair market value of the Company's common stock
at December 30, 2004 ($.96) 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, 2007. 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 of all his interests in any idea, concept, technique,
invention or written work developed by him during the term of his employment
agreement.

No director received compensation for their services to the Company.

<PAGE>

Item 11. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows, as of March 2, 2005, 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 directors, (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, CO 80033.

<TABLE>
<CAPTION>
                                                           Number of Shares              Percent of
         Name of Beneficial Owner                        Beneficially Owned (1)           Class (1)
         <S>                                             <C>                             <C>
         Five Percent Shareholders:

         David F. Firestone (2)                                 1,686,934                   7.6%
         Mercator Advisory Group, LLC (2)
          555 South Flower Street, Suite 4200
          Los Angeles, CA  90071

         0711005 BC Ltd. Marketing Group                        1,375,000                   6.7%
          565 Stevens Dr.
          West Vancouver, BC, Canada V7S 1E1


         Directors and Executive Officers:

         Dr. Antonio Milici (3)                                 11,043,339                  53%

         Steven M. Grubner (4)                                  375,000                     1.4%

         Thomas M. Muenzberg                                    --                          --

         Dr. Thomas Slaga                                       100,000                     *

         Richard Bryans                                         75,000                      *
         1177 Grant Street, Suite 308
               Denver, CO  80203

         All Directors and Executive Officers as a              11,593,339                  54.8%
Group (5 persons) (5):
</TABLE>

      *     Less than 1%.

      (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 20,559,873 shares of common stock outstanding on March 2, 2005,
adjusted as required by rules promulgated by the SEC.

      (2) Consists of 283,168 shares of common stock issuable upon conversion of
2,860 shares of Series A Preferred Stock held by Mercator Momentum Fund, LP,
185,148 shares of common stock issuable upon conversion of 1,870 shares of
Series A Preferred Stock held by Mercator Momentum Fund III, LP, 620,792 shares
of common stock issuable upon conversion of 272,609 shares of Series A Preferred
Stock held by Monarch Point Fund, Ltd., 124,348 shares of common stock that may
be acquired by Mercator Momentum Fund, LP upon exercise of warrants, 81,304
shares of common stock that may be acquired by Mercator Momentum Fund III, LP
upon exercise of warrants, 272,609 shares of common stock that may be acquired

<PAGE>

by Monarch Pointe Fund, Ltd. upon exercise of warrants and 119,565 shares of
common stock that may be acquired by Mercator Advisory Group, LLC upon exercise
of warrants. The conversion price of the Series A Preferred Stock is subject to
adjustment as described under Description of Capital Stock - Preferred Stock
below. For purposes of the beneficial ownership table above, we calculated the
number of shares of common stock to be received upon conversion of the Series A
Preferred Stock based upon the conversion price as of March 2, 2004, which was
$1.01 per share. The documentation governing the terms of the Series A Preferred
Stock and warrants contains provisions prohibiting any conversion of the Series
A Preferred Stock or exercise of the warrants that would result in Mercator
Advisory Group, LLC; Mercator Momentum Fund, LP; Mercator Momentum Fund III, LP;
and Monarch Pointe Fund, Ltd. collectively owning beneficially more than 9.99%
of the outstanding shares of our common stock as determined under Section 13(d)
of the Securities Exchange Act of 1934. As a result of these provisions, such
entities disclaim beneficial ownership in excess of 9.99% of the outstanding
shares of our common stock. The right to vote and the right to dispose of the
shares beneficially owned by Mercator Momentum Fund, LP; Mercator Momentum Fund
III, LP; and Monarch Pointe Fund, Ltd. are, in each case, shared among either
Mercator Momentum Fund, LP; Mercator Momentum Fund III, LP; and Monarch Pointe
Fund, Ltd., as applicable, and both MAG and David F. Firestone. The right to
vote and the right to dispose of the shares beneficially owned by Mercator
Advisory Group, LLC are shared by Mercator Advisory Group, LLC and David F.
Firestone.

      (3) Includes 300,000 shares subject to options exercisable within 60 days
of March 2, 2005.

      (4) Includes 300,000 shares subject to options exercisable within 60 days
of March 2, 2005.

      (5) Includes 600,000 shares subject to options exercisable within 60 days
of March 2, 2005.

Item 12. Certain Relationships and Related Transactions

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      NVO SOLUTIONS, INC.

      Mr. Grubner is the President and sole shareholder of NVO Solutions, Inc.,
an Illinois corporation existing to help companies raise capital for growth.
Prior to Mr. Grubner joining the Company as a director and Chief Financial
Officer, NVO Solutions was compensated with 56,000 shares of GeneThera for
assisting the Company raise capital in 2004. An agreement was signed in November
2003 retaining NVO Solutions to provide certain services, including the
development of financial and financing strategies, advising in a possible merger
with and/or acquisition of businesses, filling management roles and providing
legal and business process support. NVO Solutions raised a total of $453,000
under the agreement. The agreement was terminated upon Mr. Grubner's employment
with the Company. These 56,000 shares are no longer held by Mr. Grubner. The
value as reflected in the Company's financial statements for beneficial
conversion purposes of these shares was $88,480. The terms as described in the
agreement were as favorable as those that could have been obtained from
unaffiliated third parties.

      REVERSE ACQUISITION

      A Reverse Acquisition Agreement was executed on March 28, 2003. One
million common shares were issued from the Company's authorized shares to
acquire 51% of the ownership of GeneThera from Antonio Milici M.D., Ph.D. On
November 6, 2003, an additional 1,000,000 shares were issued to shareholders of
GeneThera (Colorado) which includes an additional 545,000 shares issued to
Antonio Milici M.D., Ph.D. Upon completion of the issuance of these additional
shares, GeneThera has become a 100% wholly owned subsidiary of the Company. The
value as reflected in the Company's financial statements for beneficial
conversion purposes of these shares was $2,441,100. In June 2004, the remainder
of the shares to complete the agreement were issued to Dr. Milici. The terms as
described in the Agreement were as favorable as those that could have been
obtained from unaffiliated third parties.

<PAGE>

      LEGAL SERVICE PROVIDERS

      As payment for legal services rendered, Steven Slaw received 16,000 shares
of restricted stock valued at $16,000 in January 2004. As further payment for
legal services rendered, Steven Slaw received 35,555 shares of restricted stock
valued at $34,750 in November and December 2004. Each of these transactions was
on terms as favorable as those that could have been obtained from unaffiliated
third parties. As payment for legal services rendered, Richard W. Bryans, a
director of the Company, received 75,000 shares of restricted stock valued at
$71,250 in August 2004. This transaction was on terms as favorable as those that
could have been obtained from unaffiliated third parties.

      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. 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 is not entitled to vote, except to the extent required under Florida law.
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.

      MARKETING CONSULTANT

      In March 2005, we entered into a consulting agreement with 0711005 B.C.
Ltd (the "Marketing Consultant") pursuant to which the Marketing Consultant
agreed to provide us with certain marketing and public relations services in
exchange for the issuance of 1,375,000 shares of our common stock. These shares
had a market value of approximately $1,430,000 on the date of issuance, which
our board determined to be a reasonable amount for the marketing and public
relations services to be provided by the Marketing Consultant.

<PAGE>

      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
  -------   -----------------------

      3.1   Articles of Incorporation of GeneThera, Inc., as amended.

      3.2   Bylaws, as amended. (2)

      5.1   Opinion of Eric P. Littman, P.A.(5)

      10.1  Form of Common Stock Purchase Agreement among GeneThera, Inc. and
            various original holders of the common stock of GeneThera, Inc. (1)

      10.2  Form of Letter Agreement between GeneThera, Inc. and various
            original holders of the Common Stock of GeneThera, Inc. (2)

      10.3  Employment Agreement, dated as of January 23, 2002, between Antonio
            Milici, M.D., Ph.D. and GeneThera, Inc. (2)

      10.4  Letter of Intent, dated November 6, 2003, between Oncology Sciences
            Corporation and GeneThera, Inc. (3)

      10.5  Placement Agent Agreement, dated as of May 31, 2004, between Invest
            Linc Securities, LLC and GeneThera, Inc. (4)

      10.6  Letter Agreement, dated November 22, 2003, between NVO Solutions,
            Inc. and GeneThera, Inc. (4)

      10.7  Resolution Agreement, dated August __, 2004, by and among, John
            Taggert, Family Health News, Inc. and GeneThera, Inc. (4)

      10.8  GeneThera, Inc. 2004 Employee, Director and Consultant Stock Option
            Plan(3)

      10.9  GeneThera, Inc. 2004 Senior Executive Officer Option Plan.(3)

      10.10 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)

      10.11 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)

      10.12 Warrant to Purchase Common Stock issued to Mercator Advisory Group,
            LLC. (5)

      10.13 Warrant to Purchase Common Stock issued to Mercator Momentum Fund,
            LP. (5)

      10.14 Warrant to Purchase Common Stock issued to Mercator Momentum Fund
            III, LP. (5)

      10.15 Warrant to Purchase Common Stock issued to Monarch Pointe Fund, Ltd.
            (5)

      10.16 Industrial Multi-Tenant Lease, dated December 4, 2001, between
            Youngfield Plaza LLC and GeneThera, Inc. (4)

<PAGE>

      10.18 Strategic Alliance Agreement, dated November 1, 2004, between G.
            Gekko Enterprises and GeneThera, Inc.(5)

      10.19 Securities Purchase Agreement, dated November 8, 2004, between G.
            Gekko Enterprises and GeneThera, Inc.(5)

      31.1  Certification of the President and Chief Executive Officer pursuant
            to Rule 13a-14

      31.2  Certification of the Chief Financial Officer pursuant to Rule 13a-14

      32.1  Certification of the President and Chief Executive Officer pursuant
            to Section 1350

      32.2  Certification of the Chief Financial Officer pursuant to Section
            1350

      99.1  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 10KSB, as filed
with the Commission on June 4, 2002.

      (3) Incorporated by reference to our Annual Report on Form 10-KSB, as
filed with the Commission on March 31, 2005.

      (4) Incorporated by reference to our Registration Statement on Form SB-2
(File No. 333-118937) and amendments thereto, declared 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.

Item 14. Principal Accounting Fees and Services

      Audit Fees

      The aggregate fees billed for each of the last 2 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-KSB was as follows:

              2003     $30,000
              2004     $93,585

<PAGE>

Audit-Related Fees

The aggregate fees billed in each of the last 2 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 2 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 2 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.


                                   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.

                                 GeneThera, Inc.

By: /s/ Antonio Milici
---------------------------
Antonio Milici, M.D., Ph.D.
President

By: /s/ Steven M. Grubner
---------------------------
Steven M. Grubner
Chief Financial Officer

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                President                   March 31, 2005
Antonio Milici, M.D., Ph.D.

/s/ Steven M. Grubner             Chief Financial             March 31, 2005
Steven M. Grubner                 Officer

/s/ Antonio Milici                Director                    March 31, 2005
Antonio Milici, M.D., Ph.D.

/s/ Richard Bryans                Director                    March 31, 2005
Richard Bryans

/s/ Dr. Thomas Slaga              Director                    March 31, 2005
Dr. Thomas Slaga