GENETHERA,INC. ANDSUBSIDIARY (A
Development Stage Company) FINANCIAL STATEMENTS FOR THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2007                  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) CONSOLIDATED FINANCIAL STATEMENTS FOR
THE PERIOD FROM OCTOBER 5, 1998 (INCEPTION) TO DECEMBER 31, 2007            TABLE OF
CONTENTS     Page
No.   Independent
Registered Public Accounting Firms Report 2  Consolidated
Balance Sheets  December 31, 2007 and 2006 4  Consolidated
Statements of Operations for the Period
from October 5, 1998 (Inception) to December 31, 2007 6  Consolidated
Statements of Changes in Stockholders Equity (Deficit) for the Period
from October 5, 1998 (Inception) to December 31, 2007 7  Consolidated
Statements of Cash Flows for the Period
from October 5, 1998 (Inception) to December 31, 2007 10  Notes
to Consolidated Financial Statements 11                REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM     To the Board of Directors GeneThera, Inc., and Subsidiaries Wheat Ridge, Colorado  We have audited the accompanying consolidated balance
sheets of GeneThera, Inc. (a development stage company) and Subsidiary as of
December 31, 2006 and 2005, and the related consolidated statements of
operations, changes in stockholders' deficit, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.  We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. 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 Subsidiary as of December 31, 2006 and
2005, and the consolidated results of its operations and its cash flows for the
year then ended, in conformity with U.S. generally accepted accounting
principles.  The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As
discussed in Note 11 to the consolidated financial statements, the Company has
no established or sufficient sources of revenue, and has incurred significant
losses from its operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regards to these matters is
also described in Note 11. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.  Jaspers + Hall, PC April 15, 2008 Denver, CO       Balance Sheet -  2007

2007

2007Quickbooks - CO

Quickbooks - FL

Quickbooks Total

NotesIncome#Sales

$
               97,900

$
                    -

$
              97,900Research
fees



-

$
                      -Total income

97,900



97,900Cost of
sales



-

$
                      -Gross profit

97,900

-

97,900ExpensesOther
compensation



-

-Consulting

-

236,757

236,757General
and administrative expenses

345,634

570

346,204Payroll
expenses

234,000

1,350

235,350Depreciation
and amortization

72,451

-

72,451Dividend
Payment

-

15,980

15,980Impairment
of long-lived asset

-

-

-Lab
expenses

223

-

223Total expenses

652,308

254,657

906,965Loss from operations

(554,408)

(254,657)

(809,065)Other income (expenses)Beneficial
conversion expense

-

-

-Interest
expense

-

-

-Gain
on settlements



-

-Other
income (expenses), net

100

-

100Net loss from continuing
operations

(554,308)

(254,657)

(808,965)Loss from
discontinued operations



-

-Loss from
disposal of discontinued operations

-

-

-Net loss

$
            (554,308)

$
           (254,657)

$
           (808,965)         Stmt of Operations  For the period fromYear End December 31,
October 5, 1998

12/31/2003
31-Dec2007

2006
(inception) toDecember 31, 2007IncomeSales
$
                97,900

$
                150,000
$
                    516,649
418,749.00
197,057
34346.79Research
fees
-

-
188,382
188,382.00
188,382Total income
97,900

150,000
705,031
607,131.00
385,439Cost of
sales
-

-
(30,352)
(30,352.00)
(64,099)
-18949Gross profit
97,900

150,000
674,679
576,779.00
321,340ExpensesOther
compensation
-

-
3,283,009
3,283,009.00
1,164,000Consulting
236,757

444,420
4,820,594
4,583,837.00
824,384General
and administrative expenses
346,204

739,529
3,853,823
3,507,619.00
1,087,668Payroll
expenses
235,350

306,890
2,104,619
1,869,269.00
864,639Depreciation
72,451

77,014
475,567
403,116.00
161,727Settlement
expense


25,132
82,625
82,625.00Dividend
Payment
15,980


15,980
-Lab
expenses
223

39,592
294,740
294,517.00
178,082Total
expenses
906,965

1,632,578
14,986,671
14,079,706.00
4,280,500Loss from
operations
(809,065)

(1,482,577)
(14,311,992)
(13,502,927.00)
(3,959,160)Other income
(expenses)Beneficial
conversion expense
-

-
(1,987,991)
(1,987,991.00)
(319,221)Interest
expense
-

-
(46,758)
(46,758.00)
(40,606)Gain
on settlements
-

-
58,203
58,203.00Other
income (expenses), net
100

6
33,675
33,575.00
(36,565)Net loss
$
            (808,965)

$
            (1,482,570)
$
              (16,376,928)
(15,567,963)
$(4,468,578)Loss
per common share
$
                (0.016)

$
                  (0.065)
$
                       (0.46)
-1Diluted
Weight Average
$
                      -

$
                        -
$
                            -Weight
Average
50,475,480

22,923,273
-Diluted
Per Share
$
                      -

$
                   0.065
$
                            -      DevelopmentStagePreferred Stock A
Preferred Stock B
Common Stock
Paid in
Subscription
AccumulatedShares
Amount
Shares
Amount
Shares
Amount
Capital
Agreement
Deficit
TotalBalance
December 31, 2004
-
$
      -
-
$
       -
18,732,534
$
   18,733
$
   10,146,977
$
 (100,040)
$
(10,413,571)
(347,901)Shares issued
in exchange for convertible notes payable



19,000
19
18,981


19,000Shares issued
for consulting services




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


1,968,002Shares issued
to officers




90,000
90
73,260


73,350Cancillation
of Previously issued consulting shares



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


(15,960)Beneficial
conversion feature






367,397


367,397Preferred
stock issued
11,000
11




1,099,989


1,100,000Preferred
dividends paid








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




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


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


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





20,000


20,000Shares issued
to employees




15,000
15
12,285


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


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







100,040

100,040Net
loss for the year 2005








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


22,295,069
$
   22,296
$
   13,685,888
$
            -
$
(14,085,392)
(377,203)Shares issued
to officersin lieu
of salary




90,000
$
          90
$
          12,510


12600Shares issued
to replace




40,000
$
          40
$
            7,160


7200cancelled
certificate-settlementShares issued
for consulting services




700,000
700
87,300


88,000Share issued
to officer


1,500,000
1,500


58,500


60,000Shares issued
for consulting services




5,796,667
5,797
326,003


331,800Share issued
to officer


750,000
750


29,250


30,000Shares issued
for Settlement




600,000
600
35,400


36,000Shares issued
to officersin lieu
of accrued salary




1,600,000
1,600
114,400


116,000Shares issued
for consulting services




4,353,000
4,353
150,017


154,370Net Loss
December 31, 2006








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




2,336,500
2,337
87,623


89,960-Shares issued
to officersin lieu of
salary




1,485,000
1,485
71,865


73,350Shares issued
for consulting services




7,912,001
7,912
255,504


263,416Shares Sold
Officers


750,000
750


14,250


15,000-



-Shares issued
for consulting services




1,855,390
1,855
35,252


37,107Shares issued
for consulting services




2,462,222
2,462
46,782


49,244Net Loss
December 31, 2007








(808,965)
(808,965)Balance
December 31, 2007
4,600
5
3,000,000
3,000
51,525,849
51,527
15,017,704
-
(16,376,928)
(1,304,692)          For the period fromYear End
December 31,

October 5,
1998(inception)
to2007

2006

December
31, 20072006Cash flows
from operating activities:Net
loss
$
                (808,965)

$
                1,482,571

$
                     (15,724,796)

$
                          (14,915,831)Adjustments
to reconcile net loss to netcash
provided by (used in) operating activities:Depreciation
and amortization
72,451

77,014

$
                            238,031

165,580Compensation
in exchange for common stock
439,727

629,970

$
                         8,960,311

8,520,584Beneficial
conversion feature




$
                         1,987,990

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

(90,990)

$
                          (129,734)

(68,267)Accounts
receivable Related Parties
17,390

(17,390)

$
                              17,390

-Reserve
for Uncollectible
-

90,000

$
                              90,000

90,000Inventory
-

-

$
                                      -

-Prepaid
expenses
1,890

8,661

$
                                 (110)

(2,000)Other
assets
-

9,736

$
                                7,278

7,278Increase
in accounts payableand
accrued liabilites
324,846

417,669

$
                         1,692,050

1,367,204Total
adjustments
794,837

1,124,670

12,863,206

11,978,369Net
cash used in operating activities
(14,128)

(357,901)

(2,861,590)

(2,937,462)Cash flows
from investing activities:Cash
payments for the purchase of property
-

-

(299,072)

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




-

-Capital
contributed as equipment




272,376

272,376Principal
payments on notes & leases payable




(240,119)

(240,119)Payment
of lease payable
(10,942)

(2,311)

121,441

132,383Payment
for Accrued Salaries
73,350

116,000

189,350

116,000Proceeds
from issuance of  stock
15,000

90,000

1,908,882

1,893,882Proceeds
from loans payable
(63,318)

152,777

1,627,734

1,691,052Proceeds
from Subscription Recievable
-



100,040

100,040Repurchase
of Common Stock
-



(1,610)

(1,610)Reciept
of APIC
-



20,000

20,000Payment
of Perfered Dividends
-



(46,338)

(46,338)Net
cash provided by financing activities
14,090

356,466

3,951,756

3,937,666Net increase
(decrease) in cash
(38)

(1,435)

791,094

701,132Cash,
beginning of year
234

1,669

-

-Cash, end of
year
$
                         196

$
                          234

$
                                   196

$
                                871,596Supplemental
disclosures of cash flow information:Cash paid
during the period for interest expense
$
                            -



$
                              46,758

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

$
                             -

$
                                      -

$
                                          -       GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Organization and Nature of Operations  The
consolidated financial statements include GeneThera, Inc. and its wholly owned
subsidiary GeneThera, Inc. (Colorado) (collectively the Company)  GeneThera, Inc., formerly known as Hand Brand Distribution, Inc.,
was incorporated in November 1995, under the laws of the State of Florida.
 On February 25, 2002, GeneThera, Inc. acquired 100% of the outstanding
shares of GeneThera, Inc. (Colorado).  A total of 16,611,900 shares of
common stock were issued for the acquisition. For accounting purposes, the
acquisition has been treated as a reversed merger and as a recapitalization of
GeneThera, Inc. (Colorado).  GeneThera, Inc. (Colorado) is a biotechnology company that
develops molecular assays for the detection of food contaminating pathogens,
veterinary diseases and genetically modified organisms.  Principles of Consolidation  The
accompanying consolidated financial statements include the accounts of
GeneThera, Inc. (Florida) and GeneThera, Inc. (Colorado).  All significant
inter-company balances and transactions have been eliminated in consolidation.  Use of Estimates  The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.  Concentration of Credit Risk  Financial instruments that potentially subject the Company to
concentration risks are cash and accounts receivable.  At various times
during the year, the Company had deposits in excess of the federally insured
limits.  The Company maintains its cash with high quality financial
institutions, which the Company believes limits these risks.     GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  continued  RELATED PARTY TRANSACTIONS  Setna Holdings, LLC
is a related party to the Company with a promissory note of $145,234. Mr.
Anthony J. Milici is the Managing Director of Setna Holdings. GTI Corporate
Transfer Agents, LLC is the Companys transfer agent. After the death of the
original Managing Director, Ms. Juanita Pagan sometime in March 2006, Ms. Tannya
L. Irizarry became the Managing Director (Interim) of GTI Corporate Transfer
Agents, LLC with a one third ownership and/or interest. Ms. Irizarry is also
the Chief Administrative Officer and Chief Financial Officer (Interim) of the
Company, hence making the accounts receivable transaction of $17,390 to be a
related party.GTI Corporate Transfer Agents LLC does not share employer
identification number with GeneThera, Inc. Elia, Inc. was paid 500,000 common
shares in exchange for services rendered on May 2nd 2006. Elia is
partially owned by an independent contractor of GeneThera, Inc. Elia has paid
$78,202 of GeneThera, Inc. expenses.  Property and Equipment  Property and equipment are stated at cost. Equipment under capital
leases is stated at the present value of minimum lease payments.
 Depreciation is calculated on a straight-line basis over the estimated
useful lives of the assets, which is 5 to 10 years.  Betterments, which
extend the life of the asset, are capitalized, and maintenance and repairs are
expensed as incurred.  Impairment of
Long-Lived Assets  The
Company reviews the recoverability of its long-lived assets to determine whether
events or changes in circumstances occurred that indicate the carrying value of
the asset may not be recoverable.  The assessment of possible impairment is
based on the ability to recover the carrying value of the asset from the
expected future cash flows of the related operations.  If these cash flows
are less than the carrying value of such asset, an impairment loss is recognized
for the difference between the estimated fair value and carrying value.
 The measurement of impairment requires management to make estimates of
these cash flows related to long-lived assets, as well as other fair value
determinations.  Revenue Recognition  Our
Research and Development contracts are on a pre-paid basis in order to reflect
our milestones during the research investigation. Revenues from sales are
recognized when services are completed.  Loss per Share  Basic loss per share
for each year is computed by dividing loss for the year by the weighted average
number of common shares outstanding during the year.  Diluted loss per
share includes the effects of common stock equivalents to the extent they are
dilutive. At December 31, 2007 and 2006 all common stock equivalents were
antidilutive and therefore diluted loss per share equaled basic loss per share.
The total outstanding warrants of 597,826 and the CEO exercisable option of
300,000 would be added into the weighted average common shares if not
antidilutive in calculating diluted loss per share.     GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Fair Value of
Financial Instruments  The
respective carrying value of certain on-balance sheet financial instruments
approximated their fair value.  These instruments include cash, accounts
receivable and accounts payable.  Fair values were assumed to approximated
carrying values for these financial instruments since they are short-term in
nature and their carrying amounts approximate fair values or they are receivable
or payable on demand.  Net Cash and Cash Equivalents  The
Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.  Recent
Accounting Pronouncements  In
March 2005, the FASB issued FASB interpretation No. 47, Accounting for
Conditional Asset Retirement Obligations (FIN 47). FIN 47 provides guidance
relating to the identification of and financial reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional asset retirement obligation
when incurred if the liabilitys fair value can be reasonably estimated. FIN 47
also defines when an entity would have sufficient information to reasonably
estimate the fair value of an asset retirement obligation.  The provision
is effective no later than the end of fiscal years ending after December 15,
2005.  The Company will adopt FIN 47 beginning the first quarter of fiscal
year 2006 and does not believe the adoption will have a material impact on its
consolidated financial position or results of operations or cash flows.  In May
2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections
(SFAS 154) which replaces Accounting Principles Board Opinions No. 20
Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim
Financial Statements An Amendment of APB Opinion No. 28. SFAS 154 provides
guidance on the accounting for and reporting of accounting changes and error
corrections.  It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
changes and a correction of errors made in fiscal years beginning after December
15, 2005 and is required to be adopted by the company in the first quarter of
2006.  The Company is currently evaluating the effect that the adoption of
SFAS 154 will have on its results of operations and financial condition but does
not expect it to have a material impact.  In June
2005, the Emerging Issues Task Force, or EITF, reached a consensus on Issue
05-6, Determining the Amortization Period for Leasehold Improvements, which
requires that leasehold improvements acquired in a business combination or
purchased subsequent to the inception of a lease be amortized over the lesser of
the useful life of the assets or a term that includes renewals that are
reasonably assured at the date of the business combination or purchase. EITF
05-6 is effective for periods beginning after July 1, 2005.  We do not
expect the provisions of this consensus to have a material impact on the
financial position, results of operations or cash flows.  In  February  2006,  the  FASB  issued
 SFAS  155, Accounting for Certain Hybrid Financial  Instruments,
 which  amends  SFAS  133,  Accounting  for
 Derivative Instruments and Hedging Activities, and SFAS GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Recent
Accounting Pronouncements - continued  140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities - a replacement of FASB Statement No. 125.
SFAS 155 will be effective for the Company for all financial instruments issued
or acquired after the beginning its fiscal year ending December 31, 2006. The
Company not yet evaluated and determined the likely effect of SFAS 155 on future
financial statements.  In June 2006, the FASB issued Interpretation No. 48, Accounting
for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109,
(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB
Statement No. 109, Accounting for Income Taxes.   FIN 48 also
prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return that results in a tax benefit. Additionally, FIN 48
provides guidance on de-recognition, income statement classification of interest
and penalties, accounting in interim periods, disclosure, and transition. This
interpretation is effective for the Company for its fiscal year ending December
31, 2007. The Company has not yet evaluated the effect that the application of
FIN 48 may have, if any, on its future results of operations and financial
condition.  In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements.  This statement applies
under other accounting pronouncements that require or permit fair value
measurements.  SFAS No. 157 is effective for the Company for its fiscal
year beginning on July 1, 2008.  The Company is currently assessing the
impact the adoption of SFAS No. 157 will have on its financial statements.  In September 2006, the SEC issued Staff Accounting Bulletin (SAB)
No. 108 in order to eliminate the diversity of practice surrounding how public
companies quantify financial statement misstatements.  In SAB 108, the SEC
staff established an approach that requires quantification of financial
statement misstatements based on the effects of the misstatements on each of the
Companys financial statements and the related financial statement disclosures.
 SAB No. 108 is effective for the Company for its current fiscal year.
 The adoption of SAB No. 108 did not have an impact on the Companys
financial statements.  On February 15, 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Financial Liabilities  Including an
Amendment of FASB Statement No. 115.  This standard permits an entity to
measure many financial instruments and certain other items at estimated fair
value.  Most of the provisions of SFAS No. 115 (Accounting for Certain
Investments in Debt and Equity Securities) applies to all entities that own
trading and available-for-sale securities.  The fair value option created
by SFAS No. 159 permits an entity to measure eligible items at fair value as of
specified election dates.   Among others, eligible items exclude (1)
financial instruments classified (partially or in total) as permanent or
temporary stockholders equity (such as a convertible debt security with a
non-contingent beneficial conversion GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued  Recent
Accounting Pronouncements  continued  feature)
and (2) investments in subsidiaries and interests in variable interests that
must be consolidated.  A for-profit business entity will be required to
report unrealized gains and losses on items for which the fair value option has
been elected in its statements of operations at each subsequent reposting date.
  The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
 SFAS No. 159 is effective as of the beginning of the first fiscal year
that begins after November 15, 2007.  The Company has not yet evaluated the
effect that the application of SFAS No. 159, may have, if any, on its future
results of operations and financial condition.  NOTE 2
       ACCOUNTS RECEIVABLE  The Company has an
outstanding Accounts Receivable to a related party as follows:  2007  2006    Receivable
with no interest, due on demand, unsecured. $
          0 $
   17,390 Less
current portion (0) (17,390)  Total
Accounts Receivable  related party $
           0 $
            0  There was no interest
revenue related to this obligation for the years ended December 31, 2006 and
2005. This transaction is with a related party as an officer of GeneThera, Inc.
is a one-third owner of GTI Corporate Transfer Agents, LLC. GTI  paid
GeneThera operations expenses in the beginning of 2007. The receivable of
$90,000 for Xpention Genetics was written off to bad debt and reserve for
uncollectible debt.  NOTE
3 PROPERTY
AND EQUIPMENT  Property and
equipment at December 31, 2007 and 2006 consisted of the following:  2007  2006     Office
equipment $
   84,344
              $
   84,344 Laboratory equipment 643,084 643,084  Total 727,428 727,428 Less:
 Accumulated depreciation (436,864) (364,413)  Net
Property & Equiment $
290,564 $
363,015   Depreciation expense for the years ended December 31, 2007 and
2006 was $72,451 and $77,014, respectively.   GENETHERA, INC. AND SUBSIDIARY (A
DEVELPOMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  NOTE
4 LEASE
OBLIGATIONS  Operating
Leases  The
Company leases its office, warehouse, laboratory space and vehicle under
non-cancelable operating leases, which have initial terms in a month-to-month
basis.  We sub-lease 700 square foot office space to GTI Corporate Transfer
Agents, LLC located on the 3924 unit of our lease space reflected as 3930
Youngfield Street, Suite #2, Wheat Ridge, CO 80033.  The Lease is on a
month-to-month basis and the rent is $500.00 per month. The rent is paid out in
Common Stock.  Total
lease expense for the years ended December 31, 2007 and 2006 was $54,405, and
$62,823, respectively.  Capital Leases  The
Companys property under capital leases is included in property and equipment
(See Note 3) and is summarized as follows:   2007  2006     Laboratory Equipment $31,574 $     31,574 Computer 2,672 2,672  Total 34,246 34,264 Less:  Accumulated depreciation (23,077) (23,077)  Net assets under capital leases $11,169 $    12,760  Future
annual minimum lease payments under these non-cancelable operating and capital
leases at December 31, 2007 were as follows: Operating Capital Leases Leases   2008 1,098 0 2009 0 0 2010 and thereafter 0 0  $ 1,098 0 Less amount representing interest  0 Present value of minimum lease payments 0 Less current portion (0)  Long-term portion of capital lease payable $   0  Total
interest expense, including late fees, under capital leases was $0 and $3,828
for the years ended December 31, 2007 and 2006, respectively. GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007  NOTE 5 LOAN PAYABLE  The Company has an
outstanding loan payable to a related party as follows:  2007  2006    Loan
payable with no interest, due on demand, unsecured. $
   145,234 $
    107,552 Less
current portion (0) (0)  Total
Current loan payable  related party $
   145,234 $
    107,552  There was no
interest expense related to this obligation for the years ended December 31,
2007 and 2006.  Setna Holdings is a
shareholder and is managed by Anthony J. Milici. Setna is advancing the company
funds for their operational expense until pending contracts are
finalized.                  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   NOTE
6 STOCKHOLDERS
EQUITY (DEFICIT)  Common Stock Transactions  On
December 31, 2007, the Company authorized 100,000,000 shares of $.001 par value
common stock; 51,525,849 are outstanding at December 31, 2007.  In
January 2005, the Company issued 2,000 shares of common stock valued at $2,200
pursuant to conversion rights exercised by a holder.  In
January 2005, the Company cancelled 15,204 shares of common stock valued at
$15,960 from a consultant. Accordingly, $15,960 for consultant expense was
charged to operations.  In
January 2005, the Company cancelled 1,400 shares of common stock valued at
$1,610 from a consultant. Accordingly, $1,610 for consultant expense was charged
to operations.  In
March 2005, the Company issued 1,475,000 shares valued at $1,489,999 to a
marketing consultant and resulted in an immediate charge to operations.  In
March 2005, the Company issued 175,000 shares valued at $182,000 to two
consultants assisting the Company in the development of operations in Mexico and
resulted in immediate charges to operations.  In
March 2005, the Company issued 45,000 shares valued at $46,350 to an officer in
lieu of salary and resulted in an immediate charge to operations.  In May
2005, the Company issued 45,000 shares valued at $27,000 to an officer in lieu
of salary and resulted in an immediate charge to operations.  In May
2005, the Company issued 17,000 shares of common stock valued at $12,580
pursuant to conversion rights exercised by a holder. In June 2005, the Company
issued 318,182 shares of common stock in exchange for 1,400 of its Series A
Preferred Stock.  In July
2005, the Company issued 15,000 shares of common stock valued at $12,300 to
employees and resulted in an immediate charge to operations.  In July
2005, the Company issued 400,000 shares valued at $296,000 to a marketing
consultant and resulted in an immediate charge to operations.  In
March 2006, the Company issued 40,000 shares valued at $7,200 in settlement of a
lawsuit previously  filed by OR Surgical and resulted in an immediate
charge to operations.  In
March 2006, the Company issued 90,000 shares valued at $12,600 to two officers
in lieu of salary and resulted in an immediate charge to operations.  In May
2006, the Company issued 500,000 shares valued at $65,000 to a marketing
consulting group and resulted in an immediate charge to operations.       GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   NOTE
6 STOCKHOLDERS
EQUITY (DEFICIT) - continued  Common Stock - continued  In May
2006, the Company issued 50,000 shares valued at $6,500 to consulting services
for lab work and resulted in an immediate charge to operations.  In June
2006, the Company issued 750,000 shares valued at $82,500 to consulting services
of operations and resulted in an immediate charge to operations.  In
August 2006, the Company issued 2,130,000 shares valued at $131,800 to
consulting services of operations and resulted in an immediate charge to
operations.  In
August 2006, the Company issued 625,000 shares valued at $37,500 to the line of
credit fees of operations and resulted in an immediate charge to operations.  In
September 2006, the Company issued 3,041,667 shares valued at $162,500 to
consulting services of operations and resulted in an immediate charge to
operations.  In
September 2006, the Company issued 600,000 shares valued at $36,000 to a
settlement and resulted in an immediate charge to operations.  In
September 2006, the Company issued 1,000,000 shares valued at $50,000 to lieu of
salary and resulted in an immediate charge to operations.  In
October 2006, the Company issued 2,400,000 shares valued at $96,750 to
consulting services of operations and resulted in an immediate charge to
operations.  In
November 2006, the Company issued 678,000 shares valued at $29,870 to consulting
services of operations and resulted in an immediate charge to operations.  In
November 2006, the Company cancelled 200,000 shares valued at $10,000 to
consulting services.  In
December 2006, the Company issued 1,100,000 shares valued at $34,000 to
consulting services of operations and resulted in an immediate charge to
operations.  In January 2007, the Company issued 1,100,000 shares valued
at $33,000 to consulting services of operations and resulted in an immediate
charge to operations.  In
February 2007, the Company issued 400,000 shares valued at $16,000 to consulting
services of operations and resulted in an immediate charge to operations.  In
March 2007, the Company issued 836,500 shares valued at $40,960 to consulting
services of operations and resulted in an immediate charge to operations.  In
April 2007, the Company issued 1,399,706 shares valued at $59,835 to consulting
services of operations and resulted in an immediate charge to operations.  In
April 2007, the Company issued 1,440,000 shares valued at $.05/share, $72,000
for lieu salary.  In May
2007, the Company issued 5,295,331 shares valued at $160,356 to consulting
services of operations and resulted in an immediate charge to operations.  In May
2007, the company issued 45,000 shares valued at S.03/share, $1,350 for lieu of
salary.  In June
2007, the company issued 1,216,964 shares valued at $43,225 to consulting
services of operations and resulted in an immediate charge to operations.  In July
2007, the company issued 534,928 shares valued at $10,699 to consulting services
of operations and resulted in an immediate charge to operations.  In
August 2007, the company issued 738,438 shares valued at $14,769 to consulting
services of operations and resulted in an immediate charge to operations.  In
September 2007, the company issued 582,024 shares valued at $11,640 to
consulting services of operations and resulted in an immediate charge to
operations.  In
October 2007, the company issued 1,211,347 shares valued at 24,226 to consulting
services of operations and resulted in an immediate charge to operations.  In
November 2007, the company issued 523,526 shares valued at 10,471 to consulting
services of operations and resulted in an immediate charge to operations.  In
December 2007, the company issued 727,349 shares valued at 14,547 to consulting
services of operations and resulted in an immediate charge to operations.  Preferred
Stock  On December 31, 2007,
the Company authorized 20,000,000 shares of $0.001 par value preferred stock;
4,600 shares of Series A, Convertible Preferred Stock (Series A) and 3,000,000
Shares of Series B, Convertible Preferred Stock (Series B) were issued and
outstanding at December 31, 2007.  Preferred Stock (Series A) shall be convertible into Common
Stock any time at the holders sole discretion in part or in whole by dividing
the Purchase Price per Share by a price (the Conversion Price) equal to 110%
of the Market Value on the Closing Date.  Market Value on any given date
shall be defined as the average of the lowest three intra-day trading prices of
the Companys common stock during the 15 immediately preceding trading days.  GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007   NOTE 6 STOCKHOLDERS EQUITY (DEFICIT)  continued  Common Stock - continued Pursuant to the Registrant's Certificate of Designation
establishing the Series B Preferred Stock, each share of the currently issued
and outstanding Series B Preferred Stock may be converted into ten (10) fully
paid and non-assessable shares of the Registrant's common stock. On all matters
submitted to a vote of the holders of the common stock, including, without
limitation, the election of directors, a holder of shares of the Series B
Preferred Stock is entitled to the number of votes on such matters equal to the
number of shares of the Series B Preferred Stock held by such holder multiplied
by twenty (20).  On
January 18, 2005, the Company issued 11,000 shares of its Series A Preferred
Stock to Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP and Monarch
Pointe Fund, Ltd. (the Purchasers), for $100 per share, or an aggregate of
$1,100,000.  The Company also issued warrants to purchase an aggregate of
597,826 shares of common stock at an exercise price of $0.92 per share, in
consideration for the aggregate proceeds of $1,100,000 to the Purchasers and
Mercator Advisory Group, LLC, an affiliate of the Purchasers.  In
connection with the sale of the shares, the Company paid a due diligence fee of
$88,000 and legal expenses of $10,000 to Mercator Advisory Group, LLC.  All
warrants expire on January 18, 2008.  In June
2005, 1,400 shares of Series A Preferred Stock were cancelled and converted into
318,182 common shares of the company  In July
2005, 5,000 shares of Series A Preferred Stock were cancelled and converted into
1,086,957 common shares of the company. The adjustment to
shareholder equity was due to the reclassification in common stock in the amount
of 49,658.  On May 5, 2006,
GeneThera, Inc. (the "Registrant") entered into a subscription agreement and
issued 1,500,000 shares of the Registrant's Series B convertible, preferred
stock, par value $0.001 per share (the "Series B Preferred Stock"), to Antonio
Milici, Registrant's Chief Executive Officer and Chairman of the Board of
Directors. The Series B Preferred Stock was issued to Dr. Milici for cash
consideration of $.04, per share, or an aggregate of Sixty Thousand ($60,000)
Dollars.  On September 1, 2006,
GeneThera, Inc. (the "Registrant") entered into a subscription agreement and
issued 750,000 shares of the Registrant's Series B convertible, preferred stock,
par value $0.001 per share (the "Series B Preferred Stock"), to Tannya L.
Irizarry, Registrant's Chief Administrative Officer. The Series B Preferred
Stock was issued to Ms. Irizarry for cash consideration of $.04, per share, or
an aggregate of Thirty Thousand ($30,000) Dollars.  In
April 2007, the company issued 750,000 perferred B shares valued at $.06/share
to adjust 9/1/06 issued Preferred Stock. To Tannya L. Irizarry, Registrants
Chief Administrative officer.   Warrants  The
Company has warrants to purchase an aggregate of 597,826 shares of common stock
at an exercise price of $0.92 per share outstanding at December 31, 2007.
Warrants expire on January 18th 2008.     GENETHERA, INC. AND SUBSIDIARY (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2007    NOTE
7 INCOME
TAXES  The
Company has no current or deferred income tax due to its operating losses.  The
Company has a federal net operating loss carry forward at December 31, 2007 and
2006 of approximately $16,376,928 and $15,567,963, respectively, subject to
annual limitations prescribed by the Internal Revenue Code, that are available
to offset future taxable income through 2025.  A 100% valuation allowance
has been recorded to offset the net deferred taxes due to uncertainty of the
Companys ability to generate future taxable income.  NOTE
09 CONTINGENCIES  The
Company is involved in claims arising during the ordinary course of business
resulting from disputes with vendors and shareholders over various contracts and
agreements. While the ultimate outcome of these matters has yet to be
determined, management has included a provision for these claims based on known
facts and circumstances as of December 31, 2007 in the amount of $55,000.  NOTE
10 GOING-CONCERN
UNCERTAINTY  These
financial statements are presented assuming the Company will continue as a going
concern.  For the years ended December 31, 2007 and 2006, the Company
showed operating losses of $8808,965 and $1,482,570, respectively. The
accompanying financial statements indicate that current liabilities exceed
current assets by $1,600,534 and $1,392,097 at December 31 2007 and 2006,
respectively. These
factors raise substantial doubt about its ability to continue as a going
concern.  Managements plan with regard to these matters includes raising
working capital and significant assets and resources to assure the Companys
viability, through private or public equity offering, and/or debt financing,
and/or through the acquisition of new business or private ventures. The Company
will bring in contract work and start the operation in Mexico to bring in
revenue.   NOTE 11
    RESEARCH AND DEVELOPMENT COSTS  All research and
development costs are charged to expense when incurred.  The following
table illustrates the types of expenses imbedded in the financial statements as
costs related to laboratory research, formulation, design and testing of
products and processes as related to the business plan.   2007 2006 Consulting $ 0
                   $
              0  Salaries  144,000  144,000 Lease
expense  63,217
                           63,217 Depreciation 11,751 11,751 Lab
expenses 223 39,592  Totals $
  219,191 $
   258,560