SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                        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, 2002

                              Commission File No. 000-27237

                                  Hand Brand Distribution, Inc.
                      (Name of Small Business Issuer in Its Charter)

                      Florida                                       66-0622463
       (State or Other Jurisdiction                      (I.R.S. Employer
       Incorporation or Organization)             Identification Number)

                     3930 Youngfield Street, Wheat Ridge CO 80033
                    (Address of principal executive offices) (Zip Code)

                                                   (303)463-6371
                         (Issuer's Telephone Number, Including Area Code)

 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 |_| No |X|

  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. |X|

  State the issuer's revenues for its most recent fiscal year:
  $82,516.

  State the aggregate market value of the issuer's voting
  stock held by non-affiliates of the issuer as of April 14,
  2002 was $597,869.

  State the number of shares outstanding as of the issuer's
  common stock as of April 14, 2003 was 2,988,598.

             DOCUMENTS INCORPORATED BY REFERENCE

  None.

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

 FORWARD-LOOKING AND CAUTIONARY
 STATEMENTS

  Sections of this Form 10-KSB, including the Management's
  Discussion and Analysis of Financial Condition and Results
  of Operations, 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,"
  "expect," "anticipate," "estimate," "believe," "intend," or
  "project". 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
  Hand Brand Distribution, Inc. (the "Company" or "Hand
  Brand") is a Florida corporation organized in 1995. Our
  Common Stock currently trades on the  Over-the-Counter
  Bulletin Board ("OTC") under the symbol GTHAE.OB, but is
  anticipated to resume trading in the near future on the
  Over-the-Counter Bulletin Board ("OTC") under the symbol
  GTHA.OB. Our Executive offices are located at 3930
  Youngfield Street, Wheat Ridge, Colorado 80033 and our
  telephone number is 303-463-6371.

  Through our subsidiary companies, Family Health News, Inc.
  ("FHNI") and GeneThera, Inc. ("GeneThera"), we are currently
  involved in the agriculture, veterinary and health care
  industries. FHNI publishes a quarterly international
  magazine, Family Health News ("FHNews"), that contains
  articles on health, nutrition, lifestyle and innovative
  health products and therapies. FHNI also distributes a
  select line of products related to these topics. GeneThera
  develops molecular assays for the detection of food
  contaminating pathogens, veterinary diseases, and
  genetically modified organisms.

  FAMILY HEALTH NEWS, INC.

  In October 1996, we acquired FHNI (formerly known as The
  Family News, Inc.), which publishes FHNews. FHNews is a
  subscription-based newsletter and digest, published
  quarterly since 1990, that focuses on health, nutrition, and
  alternative medical therapies. FHNI also distributes a small
  line of products, including dietary supplements and health
  and nutrition related equipment, books and tapes. The
  Company pays a nominal royalty to the author of the books.
  The Company has entered into a Stock Purchase Agreement to
  sell FHNI (the "FHNI Stock Sale") to John Taggart, a former
  officer and director of the Company. The FHNI Stock Sale has
  never been completed due to the matter not having been
  submitted to the shareholders as required under the Stock
  Purchase Agreement.  The Company believes that the sale does
  not currently constitute substantially all of the assets of
  the Company and that shareholder approval is not required
  under Florida law. The Company is now considering other
  options before completing the FHNI Stock Sale such as
  continuing the operations, redeveloping the business,
  ceasing the FHNI operations by winding up FHNI affairs, or
  licensing the FHNews name.

  Product Selection and Supply
  FHNI seeks to identify products that represent effective
  science-based formulas and technologies. However, as with
  most vitamins, herbals and nutritional supplements, such
  products do not undergo the vigorous scientific validation
  of safety and effectiveness and pre-market approval by the
  United States Food and Drug Administration ("FDA") required
  of pharmaceutical products. All products are manufactured by
  established manufacturers, including Baywood
  Pharmaceuticals, Enguard Health Products, Proper Nutrition,
  Inc., Neutraceutics, Lentek and Martek. These products are
  standard formulations and are generally sold under the brand
  name of the manufacturer, but some are labeled under the
  Company name.

  FHNI 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.

  FHNI depends upon the manufacturers of our products to
  conduct adequate quality control and compliance with
  applicable manufacturing and labeling regulations. FHNI does
  not undertake independent quality testing of our products
  after they are received from the manufacturer. Each
  manufacturer provides FHNI with certificates of insurance
  evidencing their policies of general and product liability
  coverage in amounts that conform to industry standards.

  Distribution
  FHNI distributes its products through a sales force
  comprised of six to twelve independent distributors. The
  sales force is recruited primarily though our catalog and
  through FHNews' web site. The primary channels of
  distribution for our products are: (i) mass market
  retailers, which include drug stores, supermarkets, mass
  merchandisers and discount stores; (ii) health food stores;
  (iii) direct sales organizations; (iv) mail order; and (v)
  the Internet. The Company does not rely on any one customer
  or a few major customers.

  Competition
  Our market is highly competitive. We believe the narrow
  focus of our product line and the information that we
  provide to our customers through FHNews and our World Wide
  Web site avoid the confusion of the typical retail location,
  which carries a vast selection of products, but generally
  offers little information on the products.

  We compete against a variety of retail organizations
  including supermarkets, drug stores, chain stores and
  bookstores that carry competing products. There are also
  competing mail order and Internet retailers that carry
  competing products. These competitors compete on the basis
  of selection, price, physical location and personal service
  availability at some locations. Most of these competitors
  have vastly greater resources than the Company.

  Government Regulation
  The manufacturing, processing, formulation, packaging,
  labeling and advertising of certain of our products are
  subject to regulation by one or more federal agencies,
  including the FDA, the Federal Trade Commission ("FTC"), the
  Consumer Product Safety Commission, the United States
  Department of Agriculture, the United States Postal Service,
  the United States Environmental Protection Agency and the
  Occupational Safety and Health Administration. These
  activities are also regulated by various agencies of the
  states and localities, as well as of foreign countries, in
  which the Company's products are sold. In particular, the
  FDA regulates the safety, labeling and distribution of
  dietary supplements, including vitamins, minerals, herbs,
  food, non-prescription and prescription drugs and cosmetics.
  The regulations that are promulgated by the FDA relating to
  the manufacturing process are known as CGMPs, and are
  different for drug and food products. In addition, the FTC
  has overlapping jurisdiction with the FDA to regulate the
  labeling, promotion and advertising of vitamins, non-
  prescription drugs, cosmetics and foods.

  The Dietary Supplement Health and Education Act of 1994 (the
  "DSHEA") was enacted on October 25, 1994. The DSHEA amends
  the Federal Food Drug and Cosmetic Act by defining dietary
  supplements, which include vitamins, minerals, nutritional
  supplements and herbs, as a new category of food, separate
  from conventional food. The DSHEA provides a regulatory
  framework to ensure safe, quality dietary supplements and
  the dissemination of accurate information about such
  products. Under the DSHEA, the FDA is generally prohibited
  from regulating the active ingredients in dietary
  supplements as drugs unless product claims, such as claims
  that a product may heal, mitigate, cure or prevent an
  illness, disease or malady, trigger drug status.

  The DSHEA provides for specific nutritional labeling
  requirements for dietary supplements and the FDA's final
  regulations require that all dietary supplements be labeled
  in compliance with the regulations. The DSHEA permits
  substantiated, truthful and non-misleading statements of
  nutritional support to be made in labeling such as
  statements describing general well-being resulting from
  consumption of a dietary ingredient or the role of a
  nutrient or dietary ingredient in affecting or maintaining a
  structure or function of the body. The FDA issued a final
  regulation, "Regulations on Statements Made For Dietary
  Supplements Concerning the Effect of the Product on the
  Structure or Function of the Body." The regulations
  establish criteria for determining when a statement is a
  claim to diagnose, came, mitigate, treat or prevent disease
  thereby making the product an unapproved new drug.

  Final labeling regulations may require expanded or different
  labeling for the vitamin and nutritional supplement products
  sold by the Company. Final manufacturing rules for dietary
  supplements will require at least some of the quality
  control provisions contained in the manufacturing rules for
  drugs. We cannot determine what effect such regulations,
  when fully implemented, will have on our business in the
  future. We believe that the most likely effects of any such
  regulations would be the recall, reformulation or
  discontinuance of certain products, additional record
  keeping, warnings, notification procedures and expanded
  documentation of the properties and manufacturing processes
  of certain products and scientific substantiation regarding
  ingredients, product claims, safety or efficacy. Failure to
  comply with applicable FDA requirements can result in
  sanctions being imposed on the Company or the manufacturers
  of its products, including, warning letters, fines, product
  recalls and seizures.

  On November 18, 1998, the FTC issued its "Dietary
  Supplements: An Advertising Guide for Industry." Such guide
  provides an application of FTC law to dietary supplement
  advertising and includes examples of how principles of
  advertisement interpretation and substantiation apply in the
  context of dietary supplement advertising. Such Guide
  provides additional explanation but does not substantively
  change the FTC's existing policy that all supplement
  marketers have an obligation to ensure that claims are
  presented truthfully and to verify the adequacy of the
  support behind such claims. The Company believes that its
  current advertising is in compliance with the requirements
  of such Guide, although no assurances can be given in this
  regard

  Product Liability Insurance
  FHNI, 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. Because FHNI does not
  manufacture its ingestible products, FHNI does not currently
  have product liability insurance for these products. FHNI
  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.

  GENETHERA, INC.

  On February 25, 2002, the Company executed stock purchase
  agreements for the acquisition of 92.9% of the issued and
  outstanding shares of capital stock of GeneThera, which
  resulted in GeneThera becoming a subsidiary of the Company.
  The Company anticipated that it would acquire an additional
  6.3% of the outstanding GeneThera common stock in the
  future. Pursuant to the stock purchase agreements with the
  former shareholders of GeneThera (the "Former GTI
  Shareholders"), the Company agreed to issue an aggregate of
  8,305,950 shares of its shares of Common Stock to these
  shareholders. At the time of the closing of the acquisition
  of GeneThera, the Company did not have sufficient authorized
  shares of Common Stock to issue such shares. Consequently,
  under Florida Law, the issuance of such authorized shares
  would be void. In May 2002, the Former GTI Shareholders
  holding approximately 94% of the 92.9% of shares of
  GeneThera common stock acquired by the Company agreed to
  accept shares of the Company's Common Stock promptly
  following the effectiveness of the approval by the Company's
  shareholders either to (i) increase the number of authorized
  shares of Common Stock ("Proposal 1"); or (ii) reincorporate
  in Delaware with a sufficient number of authorized shares
  ("Proposal 2") in complete satisfaction of the Company's
  obligation to them to issue and deliver shares of its Common
  Stock (the "May Amendments").

  Pursuant to the May Amendments, the Company agreed with the
  Former GTI Shareholders that if it does not receive approval
  by December 31, 2002 to increase its authorized capital
  pursuant to either Proposal 1 or, at the Company's option,
  Proposal 2, then such Former GTI Shareholders may at any
  time thereafter elect to forego their rights to receive
  shares of the Common Stock of the Company and have their
  shares of GeneThera returned to them. Upon election and
  notice by the GTI Shareholders on March 14, 2003,the Company
  entered into a Mutual Release and Rescission of Contract
  ("Mutual Release") with the GTI Shareholders.  The partial
  delivery of Company shares which were issued under this
  Agreement were returned to the Company and the GeneThera
  shares were returned by the Company.  This Mutual Release
  was entered into to correct and nullify several
  contractually incomplete attempts to create a wholly owned
  subsidiary and subsequent attempt to merge the Company with
  GeneThera.   The Board of Directors determined that the
  Company's best interest would be served by the issuance of
  1,000,000  shares for a partial ownership of GeneThera in which is
  commonly referred to as a reverse acquisition.  A Reverse
  Acquisition Agreement was executed simultaneously with the
  Mutual Release and Rescission of Contract on March 28, 2003.
  Under the terms of the negotiations, one million (1,000,000)
  common shares were issued from the authorized shares to
  acquire 51% of the ownership of GeneThera from one shareholder of
  GeneThera.  There currently are no further discussions,
  contracts, or negotiations contemplated at this time to
  acquire the remaining 49% of GeneThera.

  GeneThera is a molecular diagnostic company that has created
  a technology platform to develop and commercialize genomic
  assays with applications in the agriculture, veterinary, and
  medical industries. "Assays" are testing methods that
  diagnose particular diseases primarily from blood or feces
  samples. Specifically these assays can be used to diagnose,
  treat, and manage cancerous and infectious diseases,
  primarily in animals; and detect and quantify food-borne
  pathogens, and detect and quantify genetically modified
  organisms in crops and processed food products.

  GeneThera has completed the first phase of research on Real
  Time Fluorogenic Polymerase Chain Reaction (F-PCR) platform
  technology applied to Chronic Wasting Disease, a disease
  affecting elk and deer in North America.  F-PRC is a
  combination of chemical processes and specialized equipment
  that permit the analysis of genetic materials relating to
  specific disease states. The addition of a specific enzyme
  known as a polymerase to a genetic sample causes the
  selected material to duplicate itself into sufficient volume
  to allow rapid, accurate and actionable decisions. The
  addition of flourogenic materials to the process produces
  light from the subject material. It also allows specifically
  designed laser guided computer programs to produce real time
  data on both the presence and volume of targeted materials.
  GeneThera is currently focusing on the agricultural and
  veterinary applications of this technology.

  This F-PCR platform is flexible. GeneThera designs assays
  including proprietary chemical compounds and processes that
  can provide the foundation for patentable market
  applications. GeneThera intends to file patent applications
  to protect its assay designs. There can be no assurances,
  however, that such applications will result in the awarding
  of patents.

  Previous diagnostic technologies, such as antibody detection
  and even standard polymerase chain reaction (PCR) methods,
  have been limited to disease detection. GeneThera 's
  application of F-PCR is expected to go beyond detection and
  allow for the precise quantification of viral, bacterial,
  and cancerous nucleic acids levels.

  Development Process
  The development process of such assays has six primary
  phases. These are: (i) the identification of the disease
  condition targeted and the valuation of the target market's
  size, penetration requirements and profit potential; (ii)
  the design of the assay by defining the indicators of the
  presence of disease and establishing internal controls;
  (iii) the establishment of baseline performance criteria;
  (iv) the defining of the assay efficacy outcomes; (v) the
  validation of the assay; and (vi) commercialization.
  Assuming that an assay is validated in accordance with the
  original assay design, the entire scientific process for the
  development of such an assay through to its commercial
  application is approximately one year. At present, the
  Company has completed the process of establishing baseline
  performance criteria (phase 3) for the assays for Chronic
  Wasting Disease.  For all other targeted diseases, the
  Company is either in the market valuation stage or in the
  process of designing the assay. It is estimated that the
 Company will require outside capital of approximately
 $1 million in 2003 to complete the commercialization of
 GeneThera's integrated assays for Chronic Wasting
 Disease.  The revenue from CWD commercial operations
 will be used to satisfy the capital requirements  for assay
 development for additional diseases.

  Business Model
  GeneThera's business model has four features:

  1.    Staged Market Penetration

  We believe that our technology platform has many potential
  commercially marketable applications. We have selected the
  non-human testing market as our initial focus, specifically,
  the elk/deer industry (hunting and breeding of domesticated
  animals) and the beef industry. The non-human testing
  markets do not require lengthy approval or certification
  processes. Over the next year, the Company intends to
  introduce a number of individual assays for commercial use.
  These assays include:

  *     Chronic Wasting Disease in live animals (as well as
          harvested animals during hunting season)
  *     the detection of  Johne's Disease in all ruminants
  *     the detection of a certain type of E.coli in cattle

  2.    Standardization with Operational Flexibility

  We intend to develop a modularized approach to each assay
  such that each assay will be standardized around a specific
  set of equipment using consistent laboratory procedures.
  This will allow for placement of individual modularized
  laboratories in any geographic location including existing
  independent labs or on-site with the end-user. GeneThera
  intends to own and operate the on-site laboratories.
  GeneThera's personnel will be responsible for sample
  collection and processing according to GeneThera's
  specifications.

  Additionally, GeneThera has developed a proprietary Field
  Collection System (FCS) to satisfy two criteria.  First, th
  FCS standardizes the manner in which blood samples for the
  diagnostic assay are collected, stabilized and categorized.
  Second, this approach to standardized sample collection
  is intended to serve as a major revenue base for the
 Company.

  3.    High Throughput

  We believe that our planned modularized laboratory approach
  will provide high volume throughput necessary for effective
  and cost-efficient commercial operations. High volume
  testing is extremely important to the agriculture and food
  processing industries due to their large volume of
  production.

  We have two distinct techniques for processing this large
  quantity of assays. The first will be conducted using single
  blood samples from live animals and/or recently harvested
  animals, these samples gathered through GeneThera's Field
  Collection System program. The second will be assays for the
  detection of food contaminating organisms both in meat
  products and in meat processing plants. An example of this
  would be E.coli assay in ground beef at a meat processor's
  facility.

  4.    Collection of Data

  The hardware and software platform upon which GeneThera's
  assays are built are anticipated to allow for the continual
  collection, analysis and management of assay results over
  time. With the data available from this system, animal
  owners, feedlot managers, food producers, and veterinarians
  will be able to build a comprehensive inventory of an
  animal's health.  Diagnostic assay test results will be
  posted to a secured location within the GeneThera website
  and accessible through confidential password.

  Competition
  Competition for GeneThera's assays varies according to the
  individual disease being tested.  There is no competitor for
  GeneThera's diagnostic assay test of Chronic Wasting Disease
  via the blood of elk and/or deer as GeneThera offers the
  first such testing methodology available in the market.

  Competition in the E.coli and/or processed food product area
  comes primarily from small commercial veterinary diagnostic
  labs and University or government based Microbiology
  programs, such as the Colorado State or the USDA lab in
  Ames, Iowa, that employ laboratory based neurological tissue
  culture processes in the area of Mad Cow or Chronic Wasting
  diseases.  These processes take significantly longer than
  the processes being developed by GeneThera and require
  extraction of tissue or fluids not easily performed in the
  field.

  Distribution
  The Company will utilize its website for consumer purchase
  of its Field Collection system. Packaging, coding, assembly
  and outgoing delivery of consumer-ordered Field Collection
  systems will be managed through a contracted packager
  located in Denver, Colorado.  All blood samples collected
  (either by hunters or breeders) will be returned through
  common carrier to GeneThera's labs located in Wheat Ridge,
  Colorado. Upon receipt, each blood sample, already coded via
  an individual vial, will be entered into GeneThera's
  database, thereby assuring complete control through the
  diagnostic assay to the posting of the assay results on
  GeneThera's website for password-secured access by the
  sample submitter.

  Primary Supplier
  GeneThera's molecular assays are built on Applied
  BioSystems, Inc.'s proprietary system of hardware, software
  and disposable agents ("the System"). GeneThera has rights
  as sublessee of the system, which is subject to a capital
  lease. While there are other suppliers of equipment and
  software that could support the GeneThera technology,
  GeneThera believes that ABI's system is superior and that
  ABI is a stable company capable of providing the resources
  necessary to sustain GeneThera's business plan.

  When a System is purchased from ABI, the purchaser receives
  a perpetual license to use the equipment, software and
  consumables. These licenses are specific to the individual
  machine and are not currently transferable to a sub-licensor
  of GeneThera's technology, but GeneThera's business model
  (which contemplates the use of modular workstation units
  operated by GeneThera) does not contemplate a sublicensing
  of the technology.

  Roche International also manufactures hardware and software
  that is compatible with GeneThera's "System".  This would
  require additional testing of such hardware and software
  before GeneThera would consider modifying its lab design.

  Government Regulations
  GeneThera's current set of assays for elk/deer and beef come
  under the jurisdiction of the Food Safety and Inspection
  Service of the United States Department of Agriculture (the
  "USDA"). The USDA's mission is to enhance the quality of
  life for the American people by supporting production of
  agriculture and ensuring a safe, affordable, nutritious and
  accessible food supply. The Food Safety and Inspection
  Service (the "FSIS"), ensures that the nation's commercial
  supply of meat, poultry and egg products is safe, wholesome
  and correctly labeled and packaged. The FSIS sets standards
  for food safety and inspects meat, poultry and egg products
  produced domestically and imported. The Service inspects
  animals and birds at slaughter and processed products at
  various stages of the production process and analyzes
  product for microbiological and chemical adulterants. FSIS
  also informs the public about meat, poultry and egg product
  safety issues.

  FSIS works with the Research, Education and Economics
  mission area of the USDA on food safety research issues and
  the Animal and Plant Health Inspection Service on instances
  where animal diseases impact the food safety. FSIS also
  facilitates the management of US activities pertaining to
  the Codex Alimentarius Commission, an international
  organization created by the United Nations to promote the
  health and economic interests of consumers while encouraging
  fair international trade in food. FAS supports FSIS in food
  discussions in the food export market.

  FSIS was established by the Secretary of Agriculture in
  1981, pursuant to legislative authority contained in 5
  U.S.C. 301 which permits the Secretary to issue regulations
  governing the USDA. Its work is carried out under the
  authority of the Federal Meat Inspection Act, the Poultry
  Products Act and the Egg Products Inspection Act.
  (www.fsis.usda.gov).

  As GeneThera enters the validation phase for each of the
  assays under development, a simultaneous review of outcomes
  and efficacy will be coordinated with the USDA and other
  governmental agencies as appropriate to the individual
  disease/vaccine being pursued.  Importantly, GeneThera has
  received already USDA endorsement of its primary lab
  facility as well as authorization to proceed to
  commercialization of its CWD diagnostic assay.  GeneThera
  will satisfy the USDA's Validation Study requirement by the
  end of 2003 as a prerequisite to its planned development of
  a CWD vaccine.  This validation process generally takes
  between 2 and 4 months, assuming the successful validation
  of the original assay design. In the event that the Company
  cannot validate the original assay design, then the process
  would be delayed as the Company redesigns the assay until it
  achieves a successful validation of such design.

  EMPLOYEES

  As of May 15, 2002, the Company had a total of three (3)
  full-time employees and two (2) consultants 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 revenue with the Company's June, 2003, launch of
  its CWD 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.
 Currently, we are managed by the members of a single-
 family, giving them influence and control over corporate
 transactions and their interests may differ from those of
 other shareholders.  Our Board of Directors consists solely
 of Dr. Milici, with Tannya L. Irizarry serving as income
 Chief Financial Officer.  Ms. Irizarry is Dr. Milici's wife.

Rapid Growth May Place Significant Demands on our
Resources

We expect significant expansion of our operations.  Our
anticipated future growth will place a significant demand
on our managerial, operational and financial resources due
to:

*   the need to manage relationships with various strategic
     partners and other third parties;

*   difficulties in hiring and retaining skilled personnel
     necessary to support our business;

*   the need to train and manage a growing employee
     base; and

*   pressures for the continued development of our
     financial and information management systems.

If we have not made adequate allowances for the costs
and risks associated with this expansion or if our
systems, procedures or controls are not adequate to
support our operations, our business could be harmed.

  Government Regulation
  The Company is subject to or affected by laws and
  regulations that govern, for example:  (i) nutritional
  supplements; and (ii) the testing of animals for the
  presence of 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
  FHNI currently leases 1,200 square feet of office space on a
  month-to-month basis in Miami Shores, Florida at $745.50.
  Our total rent expense for the year ended December 31, 2001
  was $17,256.

  GeneThera 's executive offices are located in Wheatridge,
  Colorado. They occupy this facility under a lease, which
  terminates in December 31, 2005, with an option to extend
  the lease for an additional five years. GeneThera considers
  the current space adequate. Annual lease costs were $45,150
  in 2001 and will rise to $63,337.00 in 2005.

  Item 3.    Legal Proceedings

 None

  Item 4.    Submission of Matters to a Vote of Securities
                 Holders

  On September 17, 2002, the majority of our shareholders, by
  written consent, approved the addition of two new members to
  our board, Ms. Loretta Zapp and Mr. John T. Koslosky. Both
  Ms. Zapp and Mr. Koslosky are outside independent directors
  and were to serve on the Company's audit committee and will
  have full power, collectively, to implement any other
  actions required by the Company to be in compliance with
  Nasdaq's audit committee requirements and corporate
  governance and or policies published or suggested by the
  Securities Exchange Commission and the Company's independent
  auditors. Further, Ms. Zapp, Mr. Koslosky and Dr. Milici
  were to form and serve as the Compensation and Executive
  Search Committee to govern compensation policy, including
  but not limited to approval of grants and administration of
  the Company's Stock Incentive Plan and all executive
  staffing. This Committee shall operate and decisions shall
  be implemented and approved on the basis of majority vote
  between three members. As of April 14, 2003, neither Ms.
  Zapp nor Mr. Koslosky have accepted their positions with the
  Company.  Ms. Zapp has confirmed she will assume her
  position once the Company has completed and filed the
  Amendments to the Articles of Incorporation to change the
  name of the Company to GeneThera, Inc and to provide for
  100,000,000 authorized common shares and 10,000,000
  preferred shares.  Mr. Koslosky will no longer be involved
  in the Company.

  Loretta Zapp is the Chief Executive Officer for Applied Food
  Sciences. She has a successful "hands on" track record in
  the biochemical markets in business development, marketing,
  scientific research, technical due diligence and capital
  funding of early stage start-up companies to profitable
  operating companies. Loretta served as President of
  Industrial Laboratories Company, Inc., an independent
  testing laboratory, where she led the company from a small
  enterprise into a globally recognized analytical laboratory.
  During her tenure at Industrial Labs, she founded the
  Institute for Nutraceutical Advancement (INA) and designed a
  program to support and promote the production of consistent,
  high-quality herbal products. INA is funded by sponsorship
  from companies involved in producing herbal products and
  functional foods. International sponsors of INA include GNC,
  Bayer, Amway, Nestle and Pfizer.

                           PART II

  Item 5.    Market Price of and Dividends on the Registrant's
                 Common Equity and other Shareholder Matters.

  The Company Common Stock currently trades on the  Over
  -the-Counter Bulletin Board    ("OTC") under the symbol
   GTHAE.OB,  but is anticipated to resume trading in the near
   future on  the Over-the-Counter Bulletin Board ("OTC") under
   the symbol  GTHA.OB.. The following sets forth the range of
   high and low  bid quotations for the periods indicated as
   reported by Bloomberg L.P. Such quotations reflect prices
   between  dealers, without retail mark-up, markdown or
   commission, and  may not represent actual transactions. The
   following numbers have been adjusted to reflect an eight for
   one reverse stock split in January 2002.


  Quarter Ended                High bid            Low bid
  ------------------                 ----------            ---------

  March 31, 2000                 46.00                9.00
  June 30, 2000                    22.00                4.50
  September 30, 2000          22.00                5.25
  December 31, 2000           18.00                5.25
  March 31, 2001                   5.25                1.75
  June 30, 2001                      5.68                1.52
  September 30, 2001            3.52                1.60
  December 31, 2001             3.2                 1.12
  March 31, 2002                   3.40               2.50
  June 30, 2002                      1.73                1.73
  September 30, 2002            3.15                3.02
  December 31, 2002             1.50                1.25


  There are no restrictions on the payment of dividends. We
  have paid no dividends to date and none are anticipated. As
  of April 14, 2002, there were approximately 425 holders of
  record of the Company Common Stock.

  At various times prior to December 31, 2001, the former
  President of the Company, John Taggart, made loans to the
  Company in the aggregate principal amount of $15,300, which
  amount remained outstanding on December 31, 2001. The loans
  were evidenced by convertible promissory notes which convert
  into shares of Common Stock.

  At various times prior to December 31, 2001, various third
  parties made loans to the Company in the aggregate principal
  amount of $69,500, which amount remained outstanding on
  December 31, 2001. The loans were evidenced by convertible
  promissory notes which convert into shares of Common Stock.

  On January 10, 2002, 2,365,950 shares of common stock valued
  at $0.105 per share were issued to an unrelated party for
  $83,262 in cash.

  On February 25, 2002, the Company executed stock purchase
  agreements for the acquisition of 92.9% of the issued and
  outstanding shares of capital stock of GeneThera, which
  resulted in GeneThera becoming a subsidiary of the Company.
  The Company anticipated that it would acquire an additional
  6.3% of the outstanding GeneThera common stock in the
  future. Pursuant to the stock purchase agreements with the
  Former GTI Shareholders, the Company agreed to issue an
  aggregate of 8,305,950 shares of its shares of Common Stock
  to these shareholders. At the time of the closing of the
  acquisition of GeneThera, the Company did not have
  sufficient authorized shares of Common Stock to issue such
  shares. Consequently, under Florida Law, the issuance of
  such authorized shares would be void. In May 2002, the
  Former GTI Shareholders holding approximately 94% of the
  92.9% of shares of GeneThera common stock acquired by the
  Company agreed to accept shares of the Company's Common
  Stock promptly following the effectiveness of the approval
  by the Company's shareholders either to (i) increase the
  number of authorized shares of Common Stock ("Proposal 1");
  or (ii) reincorporate in Delaware with a sufficient number
  of authorized shares ("Proposal 2") in complete satisfaction
  of the Company's obligation to them to issue and deliver
  shares of its Common Stock.

  Pursuant to the May Amendments, the Company agreed with the
  Former GTI Shareholders that if it does not receive approval
  by December 31, 2002 to increase its authorized capital
  pursuant to either Proposal 1 or, at the Company's option,
  Proposal 2, then such Former GTI Shareholders may at any
  time thereafter elect to forego their rights to receive
  shares of the Common Stock of the Company and have their
  shares of GeneThera returned to them. Upon election and
  notice by the GTI Shareholders on March 14, 2003,the Company
  entered into a Mutual Release and Rescission of Contract
  ("Mutual Release") with the GTI Shareholders.  The partial
  delivery of Company shares which were issued under this
  Agreement were returned to the Company and the GeneThera
  shares were returned by the Company

  This Mutual Release was entered into to correct and nullify
  several contractually incomplete attempts to create a wholly
  owned subsidiary and subsequent attempt to merge the Company
  with GeneThera.   The Board of Directors determined that the
  Company's best interest would be served by the issuance of
  1,000,000  shares for a partial ownership of GeneThera in
  which is commonly referred to as a reverse acquisition.  A
  Reverse Acquisition Agreement was executed simultaneously
  with the Mutual Release and Rescission of Contract on March
  28, 2003.  Under the terms of the negotiations, one million
  (1,000,000) common shares were issued from the authorized
  shares to acquire 51% of the ownership of GeneThera.  There
  currently are no further discussions, contracts, or
  negotiations contemplated at this time to acquire the
  remaining 49% of GTI.

  In May 2002, certain holders exercised their option to
  convert $315,700 in convertible notes payable into 315,700
  shares of common stock at $1 per share.

  On August 13, 2002, certain holders exercised their option
  to convert $10,500 in convertible notes payable per
  agreement dated August 12, 2002. After a 2:1 forward stock
  split, 21,000 shares of common stock were issued.

  On September 28, 2002, the Company issued 660,000 shares of
  common stock in connection with the conversion of a line of
  credit commitment fee plus legal expenses.

  Since January 15, 2002, the Company issued convertible
  promissory notes bearing an interest rate of 6% per annum in
  the aggregate principal amount of Three Hundred Eighty Seven
  Thousand Six Hundred Dollars ($387,600) to a limited number
  of holders. In May, 2002, Three Hundred Fifteen Thousand
  Seven Hundred Dollars ($315,700) of principal under the
  notes converted to Common Stock at the rate of one share for
  each dollar of outstanding principal and accrued but unpaid
  interest. The Company has subscriptions for the issuance to
  some of the original holders of additional notes in the
  aggregate principal amount of One Hundred Thousand Dollars
  ($100,000) upon the satisfaction of certain conditions. The
  notes bear interest at the rate of 6% per year through the
  maturity date, which is January 15, 2005. The notes
  automatically convert into Common Stock at any time the
  price of the shares on an exchange close above Three Dollars
  ($3.00) per share for twenty (20) consecutive trading days.
  In the absence of such event, each holder may elect to
  convert all, or a portion of the principal outstanding on
  his or her note. The conversion rate is one share for each
  dollar of outstanding principal and accrued but unpaid
  interest.

  On December 12, 2002, the Company issued a convertible
  promissory note bearing interest at the rate of 8% per annum
  in the principle amount of Fifty Thousand Dollars ($50,000)
  to Fidra Holdings Ltd.  Under the terms of the convertible
  promissory note, the holder of the note is entitled to
  convert all sums due under the December12 Note for $.50 per
  share.  As of April 14, 2003, the December 12 Note has not
  been converted.

  On December 24, 2002, the Company issued a Convertible
  Promissory Note bearing interest at the rate of 8% per annum
  in the principle amount of One Thousand Dollars ($1,000).
  Under the terms of the Convertible Promissory Note, the
  holder of the Note is entitled to convert all sums due under
  the December 24 Note for $0.50 per share.  As of April 14,
  2002, the December 24 Note has not been converted.

  On December 27, 2002, the Company issued a Convertible
  Promissory Note bearing interest at the rate of 8% per annum
  in the principle amount of Ten Thousand Dollars ($10,000).
  Under the terms of the Convertible Promissory Note, the
  holder of the Note is entitled to convert all sums due under
  the December 27 Note for $0.50 per share.  As of April 14,
  2002, the December 27 Note has not been converted.

  Item 6.    Management's Discussion and Analysis or Plan of
  Operation

  The following discussion and analysis should be read in
  conjunction with the financial statements and notes thereto
  that appear elsewhere herein.

  FHNI DISCUSSION AND ANALYSIS

  FHNI has had a long history of losses and flat to negative
  growth in revenues. In light of the Company's belief that
  the GeneThera business holds greater promise for long-term
  growth and value, the Company's Board of Directors are
  considering submitting to the Company's shareholders for
  approval a proposal to enter into the FHNI Stock Sale. The
  FHNI Stock Sale, which is proposed on terms and conditions
  based upon an arm's length transaction, would reduce the
  Company's overall debt and permit the Company to focus its
  resources on the GeneThera business. The Company is now
  considering other options before completing the FHNI Stock
  Sale such as continuing the operations, redeveloping the
  business, ceasing the FHNI operations by winding up FHNI
  affairs or licensing the FHNews business.

  RESULTS OF OPERATIONS

  Revenues for the three-month period ended December 31, 2002
  were $17,915 compared to $31,345 for the same period last
  year. The decrease is attributable to reduced research fees
  at GeneThera and lower sales at FHNI. Sales for the year
  ended December 31, 2002 were $82,516, a 34% decrease over
  sales for the year ended December 31, 2001. The decrease was
  due to Hand Brand focusing on the pre-launch development of
  our direct selling program at the expense of our normal
  sales and marketing.

  Gross profit margin declined to $52,164.

  General and administrative expenses more than doubled for
  the current period as compared to the prior period. The
  increase is primarily attributable to the consolidation of
  GeneThera's expenses with those of FHNI and at the parent
  level.

  Personnel and professional expenses (consulting and
  professional fees and salaries) increased from $195,000 for
  the prior fiscal year ending December 31, 2001 to $549,447
  for the year ending December 31, 2002. Comparing
  the year ended December 31, 2001 to the year ended
  December 31, 2002, expenses grew substantially from $629,976
  to $1,013,650. Most of this increase relates to the
  development of the Company's management team following the
  acquisition, as well as professional and legal fees incurred
  as part of such acquisition and preparation of the Company's
  periodic and other filings with the Securities and Exchange
  Commission.

  The Company recorded a loss of $1,290,589 compared to
  $453,664 for the year ended December 31,2001.

  Total assets of the Company for the year ended December 31,
  2002 were $324,518.

  Total current liabilities at December 31, 2002 were
  $777,637.  Short term notes payable includes a $93,000 note
  for the purchase of laboratory equipment. Approximately
  $35,000 relates to notes that are in default.

  Based upon the Company's planned divestiture or closure of
  FHNI and the acquisition of GeneThera, the above discussion
  of FHNI's operations is not anticipated to be indicative of
  future operating results.

  GENETHERA PLAN OF OPERATION

  Background
  GeneThera is a development stage company (as such term is
  defined by the Securities and Exchange Commission ("SEC")
  and Generally Accepted Accounting Principles) and has had
  negligible revenues from operations in the last two years.
  As a development stage company, its research and development
  expenditures cannot be capitalized.

  GeneThera plans to develop proprietary diagnostic assays for
  use in the agricultural and veterinary markets. Specific
  assays for Chronic Wasting Disease (among elk and deer),
  E.coli (predominantly cattle) and Johne's Disease
  (predominantly cattle and bison) are in development.

  Development Process
  The development process of such assays has six primary
  phases. These are: (i) the identification of the disease
  condition targeted and the valuation of the target market's
  size, penetration requirements and profit potential; (ii)
  the design of the assay by defining the indicators of the
  presence of disease and establishing internal controls;
  (iii) the establishment of baseline performance criteria;
  (iv) the defining of the assay efficacy outcomes; (v) the
  validation of the assay; and (vi) commercialization.
  Assuming that an assay is validated in accordance with the
  original assay design, the entire scientific process for the
  development of such an assay through to its commercial
  application is approximately one year. At present, the
  Company is in the process of establishing baseline
  performance criteria (phase 3) for the assays for Chronic
  Wasting Disease and E.coli. For all other targeted diseases,
  the Company is either in the market valuation stage or in
  the process of designing the assay.

  Business Model
  GeneThera's business model has four features. First, we
  believe that our focus, the non-human testing market, has
  great profit potential without a lengthy approval or
  certification processes. Over the next year, the Company
  intends to introduce a number of individual assays for the
  detection of Chronic Wasting Disease in live animals as well
  as recently harvested animals, the detection of Johne's
  Disease in all ruminants, the detection of a certain type of
  E-coli in beef. Second, we intend to develop a modularized
  approach to each assay such that each assay will be
  standardized around a specific set of equipment using
  consistent laboratory procedures. This will allow for
  placement of individual modularized laboratories in any
  geographic location including existing independent labs or
  on-site with the end-user.  In addition to this modularized
  approach to each assay, GeneThera has developed a
  proprietary "Field Collection System" by which to
  standardize the management of blood samples to insure
  maximum test performance efficacy.  Additionally, this Field
  Collection System serves as a primary revenue resource for
  the Company.  Third, we believe that our planned modularized
  laboratory approach will provide the high volume throughput
  necessary for effective and cost-efficient commercial
  operations. Finally, GeneThera's hardware and software
  platform will allow for the continual collection, analysis
  and management of assay results over time. With the data
  available from this system, animal owners, feedlot managers,
  food producers, and veterinarians will have a comprehensive
  inventory of the animal's health.

  Field Collection SystemTM (FCS)

  On Sept. 23, 2002, GeneThera, Inc. announced that it is
  making available to State Animal Health Agencies, a field
  blood collection system to test for Chronic Wasting Disease
  (CWD) in both live and harvested animals.  This FCS serves
  to standardize the process for blood sample collection, the
  actual testing for the presence of CWD to be conducted at
  the GeneThera labs. GeneThera will brand the system as
  "Field Collection System".  There are two types of FCS
  available from GeneThera.  One is for hunters; the second
  for breeders of domesticated elk/deer.  The FCS for hunters
  retails at $10 each; the FCS for breeders retails at $7
  each.  The FCS design for CWD blood sample collection will
  serve as the design for all subsequent diseases for which
  GeneThera will pursue diagnostic assay testing.

  Dr. Glen Zebarth, an industry expert, has agreed to oversee
  a "Blind Study" with the State Animal Health Agencies to ensue
  validation of GeneThera's CWD assay, the FCS being an
  important component of securing the integrity of collected
  blood samples.

  GeneThera built the CWD test on its proprietary molecular
  diagnosis platform to allow high sensitivity results and
  volume testing. To date, we have received and tested a
  limited number of normal and contaminated CWD blood samples
  from Colorado, Minnesota, South Dakota and Wyoming.

  The "Blind Study" will begin with various State and Federal
  Agencies lab testing both CWD infected and non-infected
  samples. The tested samples will then be compared to the
  Agencies biology reports. Dr. Glen Zebarth will publish a
  final report.

  Fast track validation and acceptance from the State and
  Federal Agencies is imperative in order for GeneThera to
  begin mass volume. Large scale sequencing of the DNA field
  tests will allow GeneThera to study the genomic make-up of
  CWD and possibly lead to a therapy or a vaccine, this being
  a part of GeneThera's 2004 business plan activity.

  The GeneThera processing lab is highly automated using
  Fluorogenic Real Time PCR (F-PCR) testing. The Company has
  integrated robotics and data collection and analysis
  databases with the F-PCR platform. This platform combined
  with, GeneThera developed proprietary diagnostic software
  for genetic expression allows high through-put testing.
  GeneThera's processing capacity will allow for 19,200 tests
  per month by June 2003. Further, this capacity should
  increase to 61,440 tests per month by December 2003.  Each
  diagnostic assay will be $10.00; the results will be
  available within 24 hours.

               LIQUIDITY AND CAPITAL RESOURCES

  The Company had a cash balance of $9,144 as of December 31,
  2002. With the acquisition of 51% of GeneThera, it is
  estimated that it will require outside capital for the year
  2003 for the commercialization of GeneThera's CWD assays.

  The Company sought to address its capital needs in several
  ways discussed below, including entering into a $1,000,000
  Secured Convertible Line of Credit on August 14, 2002 (as
  described below, the Convertible Line of Credit). Because
  the conditions for use of the Convertible Line of Credit and
  the PELC Facility (defined below) were never met by the
  respective funder as a result of the funders' repeated
  defaults and because we have been unable to obtain
  significant additional financing for operations, we were
  forced to curtail our operations. Nevertheless, at the
  present time, and assuming continued forbearance by two
  creditors of GeneThera on defaulted notes in the approximate
  amount of $35,279, we believe we have adequate working
  capital through June 30, 2003. However, our financial
  statements for the year ended December 31, 2002 contain a
  going concern qualification expressing doubt regarding our
  ability to continue operating.

  Convertible Notes
  To relieve its cash flow crisis, since January 15, 2002, the
  Company issued convertible promissory notes in the aggregate
  principal amount of Three Hundred Eighty Seven Thousand Six
  Hundred Dollars ($387,600) to a limited number of holders.
  In May, 2002, Three Hundred Fifteen Thousand Seven Hundred
  Dollars ($315,700) of principal under the notes converted to
  Common Stock at the rate of one share for each dollar of
  outstanding principal and accrued but unpaid interest. The
  Company has subscriptions for the issuance to some of the
  original holders of additional notes in the aggregate
  principal amount of One Hundred Thousand Dollars ($100,000)
  upon the satisfaction of certain conditions. The notes bear
  interest at the rate of 6% per year through the maturity
  date, which is January 15, 2005. The notes automatically
  convert into Common Stock at any time the price of the
  shares on an exchange close above Three Dollars ($3.00) per
  share for twenty (20) consecutive trading days. In the
  absence of such event, each holder may elect to convert all,
  or a portion of the principal outstanding on his or her
  note. The conversion rate is one share for each dollar of
  outstanding principal and accrued but unpaid interest.

  On December 12, 2002, the Company issued a convertible
  promissory note bearing interest at the rate of 8% per annum
  in the principle amount of Fifty Thousand Dollars ($50,000)
  to Fidra Holdings Ltd.  Under the terms of the convertible
  promissory note, the holder of the note is entitled to
  convert all sums due under the December12 Note for $.50 per
  share.  As of April 14, 2003, the December 12 Note has not
  been converted.

  On December 24, 2002, the Company issued a Convertible
  Promissory Note bearing interest at the rate of 8% per annum
  in the principle amount of Ten Thousand Dollars ($10,000).
  Under the terms of the Convertible Promissory Note, the
  holder of the Note is entitled to convert all sums due under
  the December 24 Note for $0.50 per share.  As of April 14,
  2002, the December 24 Note has not been converted.

  On December 27, 2002, the Company issued a Convertible
  Promissory Note bearing interest at the rate of 8% per annum
  in the principle amount of One Thousand Dollars ($1,000).
  Under the terms of the Convertible Promissory Note, the
  holder of the Note is entitled to convert all sums due under
  the December 27 Note for $0.50 per share.  As of April 14,
  2003, the December 27 Note has not been converted.

  Convertible Line of Credit

  On August 14, 2002 the Company entered into an agreement for
  a $1,000,000 Convertible Line of Credit. Under the
  Convertible Line of Credit the Company was to drawdown the
  funds in five monthly installments through November 15,
  2002. The transaction was never completed due to the funder
  and contracting party defaulting in its funding obligation.
  The Company did not receive any proceeds and canceled the
  agreement for the Convertible Line of Credit on March 28,
  2003 by Board action.

  Private Equity Line of Credit
  On January 16, 2002, the Company and Prima Capital Growth
  Fund LLC (the "Investor") entered into  the Private Equity
  Line of Credit Agreement (the "PELC Agreement"), a
  Registration Rights Agreement and Warrants to purchase up to
  600,000 shares of the Company's Common Stock at $1.00 per
  share. Under the PELC Agreement, the Company was to issue
  and sell, from time to time, shares of its Common Stock for
  cash consideration up to an aggregate of $30 million (the
  "PELC Facility"). The Company intended to use the PELC
  Facility to make investments in GeneThera from time to time,
  consistent with approved budgets and the attainment of
  planned milestones, to fund continuing operations.

  Pursuant to the PELC Agreement, the Company was required to
  pay a commitment fee of $300,000 and to file a Registration
  Statement relating to shares that may be sold under the PELC
  Facility.  On March 4, 2002, the Investor agreed to amend
  the PELC Agreement to permit the payment of the commitment
  fee upon the earlier to occur of (i) the Company receiving
  $800,000 of equity financing prior to the filing of the
  Registration Statement; or (ii) September 15, 2002. The
  amendment also provided the Investor with the right, but not
  the obligation, to convert all or any portion of the
  commitment fee to shares of Common Stock based upon a value
  of $1.00 per share. The Company recorded the commission fee
  of $300,000 as deferred cost to be amortized over a period
  of 36 months. On September 28, 2002, the option to convert
  into shares of common stock was exercised. After a 2:1
  forward stock split, 660,000 shares of common stock were
  issued. After the 660,000 shares of common stock were
  issued, the transaction was never completed due to the
  funder and contracting party defaulting in its funding
  obligation.  The Company did not receive any proceeds and
  canceled the agreement for the Private Equity Line of Credit
  on March 28, 2003 by Board action.  We fully paid the
  remaining commitment fees.

  Reverse Stock Split

  In January 2002, the Board amended the Articles of Incorporation
  to effect a reverse split of all outstanding shares of
  common stock at an exchange ratio of one-for-eight.  Under
  Florida law, the authorized common shares was reduced to
  1,562,500 shares although the par value remained unchanged
  at $0.001 per share.

  Forward Stock Split

  In July 2002, the Board authorized a 2:1 forward stock
  split, effective on September 2, 2002. Each of the presently
  issued and outstanding shares of the common stock of the
  Corporation (664,299 shares as of August 15, 2002) was
  divided into two (2) shares, and the Corporation's
  authorized shares of common stock was divided on the same
  basis so that our authorized common stock is now 3,125,000
  shares.

  Item 7.    Financial Statements

  The following consolidated financial statements of the
  Company and report of independent certified public
  accountants required by this item are filed herewith in this
  Form 10-KSB.

                HAND BRAND DISTRIBUTION, INC.
                              AN SUBBSIDIARIES

          CONSOLIDATED FINANCIAL STATEMENTS

        YEARS ENDED DECEMBER 31, 2002 AND 2001

 HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              CONSOLIDATED FINANCIAL STATEMENTS
            YEARS ENDED DECEMBER 31, 2002 AND 2001

                                   TABLE OF CONTENTS

                                                                       Page No.

  Independent Auditors' Report                              2

  Consolidated Balance Sheets                               3

  Consolidated Statements of Operations                5

  Consolidated Statements of Changes in
   Stockholders' Equity (Deficit)                             6

  Consolidated Statements of Cash Flows               9

  Notes to Consolidated Financial Statements        11



                 INDEPENDENT AUDITORS' REPORT


  To the Board of Directors
  Hand Brand Distribution, Inc. and Subsidiaries
  Wheat Ridge, CO

  We have audited the accompanying consolidated balance sheets of
  Hand Brand Distribution, Inc. and Subsidiaries (the "Company") as
  of December 31, 2002 and 2001, and the related consolidated
  statements of operations, changes in stockholders' equity
  (deficit), and cash flows for the years then ended.  These
  financial statements are the responsibility of the Company's
  management.  Our responsibility is to express an opinion on these
  financial statements based on our audits.

  We conducted our audits in accordance with auditing standards
  generally accepted in the United States of America.  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.  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 Hand Brand Distribution, Inc. and
  Subsidiaries as of December 31, 2002 and 2001, and the
  consolidated results of its operations, and its cash flows for
  the years then ended, in conformity with accounting principles
  generally accepted in the United States of America.

  The accompanying consolidated financial statements have been
  prepared assuming the Company will continue as a going concern.
  As discussed in Note 17 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 17.  The consolidated
  financial statements do not include any adjustments that might
  result from the outcome of this uncertainty.


  /s/ Sewell and Companhy

  SEWELL AND COMPANY, PA


  Hollywood, Florida
    May 6, 2003
<PAGE>
HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
                                      DECEMBER 31,

                                                 Assets

                                                    2002                  2001

Current assets
 Cash                                      $     9,144           $    1,148
 Accounts receivable, net              5,517                   -
 Inventory                                      1,074                   -
Total current assets                      15,715                1,148

Property and equipment, net      238,874             75,786

Other assets
 Deposits                                        5,929                -
 Goodwill and trademark, net      32,020                -
 Deferred cost                              31,960             30,107
 Other assets                                 69,909            30,107

                                               $  324,518       $ 107,041

                            See notes to financial statements.
                                                     3



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEETS
                                      DECEMBER 31,

                      Liabilities and Stockholders' (Deficit)

                                                      2002                  2001

Current liabilities
 Bank overdraft                        $       -                  $       403
 Accounts payable                       180,020                33,032
 Accrued expenses                       342,667                   -
 Deferred income                             5,900                   -
 Lease pyable                                   6,367                   -
 Loan payable                                50,000                50,000
 Notes payable                             131,683                35,279
 Convertible notes payable              61,000                    -
Total current liabilities                    777,637              118,714

Long term lease payable                 26,534                    -
Long term notes payable                 25,200                   -
Long term convertible notes
 payable                                        235,600                   -

Minority interest in consolidated
 subsidiary                                     209,402                   -

Stockholders' (deficit)
 Common stock $.001 par value,
 authorized 3,125,000 shares;
 issued 18,621,476 shares; and
 outstanding 2,009,576 shares         18,621              981,400
Additional paid in capital            2,433,240                  2,000
Accumulated (deficit)                (3,401,716)           (995,073)
                                               (949,855)             (11,673)
                                              $    324,518           $ 107,041

                                See notes to financial statements
                                                          4


HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF OPERATION
                          YEARS ENDED DECEMBER 31


                                                  2002                  2001

Income
 Sales net of returns                $      77,516          $       -
 Research fees                                  5,000             125,382
                                                      82,516             125,382
  Cost of sales                               (30,352)                  -

Gross profit                                    52,164              125,382

Expenses
 Salaries                                       301,198              195,000
 Professional fees                         248,249                   -
 General and administrative
  expenses                                   188,778             104,705
 Lease expense                             98,457               68,144
 Lab expenses                              51,606                42,259
 Consulting                                   47,664              184,946
 Depreciation and amortization      44,383                24,000
 Sales expenses                            18,823                     -
 Insurance                                    14,496                 10,922

                                              1,013,654               629,976

Loss from operations               (961,489)             (504,594)

Other income (expenses)
  Other income                                 305                 53,365
  Other expenses                          (2,833)                   -
  Litigation expense                     (75,475)                   -
  Interest expense                      (314,094)               (2,435)

Net loss from operations        (1,353,587)           (453,664)

Minority interest in loss of
 consolidated subsidiary               62,998                    -

Net loss                              $ (1,290,589)        $ (453,664)

  Loss per common share     $         (0.07)         $      (0.23)


                               See notes to financial statements.
                                                        5



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY (DEFICIT)
            YEARS ENDED DECEMBER 31, 2002 and 2001

                                                            Common Stock
                                                      Shares              Amount

Issuance of common stock to
 founders for consulting services
 rendered at an aggregate of
 $36,000                                    $2,520,000          $  2,520

Issuance of common stock in
 exchange for equipment
 supplies and cash                           600,000                 600

Issuance of common stock
 according to a contract for
 computer services and
 financing                                       360,000                 360

Issuance of common stock
 in exchange for cash                       30,000                   30

Issuance of common stock
 in exchange for leased
 equipment of which the
 Company will retain
 ownership at the end of
 the lease                                       422,400                 422

Balance December 31, 1999      3,932,400               3,932

Issuance of common stock in
 exchange for consulting
 services rendered                         150,000                 150

     sub-total                               4,082,400          $  4,082


                                                     Paid in     Accumulated
                                                     Capital           Deficit

Issuance of common stock to
 founders for consulting services
 rendered at an aggregate of
 $36,000                                  $     33,480          $   -

Issuance of common stock in
 exchange for equipment
 supplies and cash                           99,400

Issuance of common stock
 according to a contract for
 computer services and
 financing                                        59,640

Issuance of common stock
 in exchange for cash                        4,970

Issuance of common stock
 in exchange for leased
 equipment of which the
 Company will retain
 ownership at the end of
 the lease                                        69,978

Net loss 1999                                                 (154,750)

Balance December 31, 1999        267,468      (154,750)

Issuance of common stock in
 exchange for consulting
 services rendered                         24,850

     sub-total                            $   292,318   $(154,750)



                                                              Total

Issuance of common stock to
 founders for consulting services
 rendered at an aggregate of
 $36,000                                           $     36,000

Issuance of common stock in
 exchange for equipment
 supplies and cash                                 100,000

Issuance of common stock
 according to a contract for
 computer services and
 financing                                                60,000

Issuance of common stock
 in exchange for cash                                5,000

Issuance of common stock
 in exchange for leased
 equipment of which the
 Company will retain
 ownership at the end of
 the lease                                                 70,400

Net loss 1999                                       (154,750)

Balance December 31, 1999                 116,650

Issuance of common stock in
 exchange for consulting
 services rendered                                   25,000

     sub-total                                     $   141,650


                               See notes to financial statements
                                                      6



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY (DEFICIT)
            YEARS ENDED DECEMBER 31, 2002 and 2001

                                                          Common Stock
                                                     Shares              Amount

     sub-total                              $4,082,400          $ 4,082

Issuance of common stock in
 exchange for an agreement
 for management and financing
 for $80,000                              1,200,000             1,200

Issuance of common stock in
 exchange for a consulting
 agreement                                     60,000                   60

Balance December 31, 2000     5,342,400              5,342

Issuance of common stock
 to an officer in lieu of salary      6,750,000              6,750

Issuance of common stock
 to an employee in lieu of
 salary                                         360,000                  360

Issuance of common stock to
 and employee in lieu of salary       90,000                   90

Issuance of common stock in
 exchange for an agreement for
 management and financing for
 $25,000                                    360,000                 360

Issuance of common stock in
 exchange for consulting
 services                                     600,000                 600

Balance December 31,
 2001                                    13,502,400        $  13,502




                                                     Paid in     Accumulated
                                                   Capital           Deficit

     sub-total                      $       292,318     $ (154,750)

Issuance of common stock in
 exchange for an agreement for
 management and financing for
 $80,000                                   198,800

Issuance of common stock in
 exchange for a consulting
 agreement                                  11,940

Balance December 31, 2000     503,058        (541,409)

Issuance of common stock
 to an officer in lieu of salary      233,250

Issuance of common stock to
 an employee in lieu of salary       59,640

Issuance of common stock to
 an employee in lieu of salary       14,910

Issuance of common stock in
 exchange for an agreement for
 management and financing for
 $25,000                                    59,640

Issuance of common stock in
 exchange for consulting
 services                                     99,400

Net loss, 2001                                              (453,664)

Balance December 31,
 2001                                 $   969,898    $  (995,073)



                                                              Total

     sub-total                               $   141,650

Issuance of common stock in
 exchange for an agreement for
 management and financing for
 $80,000                                                200,000

Issuance of common stock in
 exchange for a consulting
 agreement                                               12,000

Net loss 2000                                       (386,659)

Balance December 31, 2000                  (33,009)

Issuance of common stock to
 an officer in lieu of salary                     240,000

Issuance of common stock to
 an employee in lieu of salary                 60,000

Issuance of common stock to
 an employee in lieu of salary                 15,000

Issuance of common stock in
 exchange for an agreement for
 an agreement for management
 and financing for $25,000                       60,000

Issuance of common stock in
 exchange for consulting services            100,000

Net loss, 2001                                      (453,664)

Balance December 31, 2001                  (11,673)

                               See notes to financial statements
                                                      7



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CHANGES IN
                  STOCKHOLDERS' EQUITY (DEFICIT)
            YEARS ENDED DECEMBER 31, 2002 and 2001

                                                           Common Stock
                                                      Shares              Amount

     sub-total                                13,502,400         $  13,502

Issuance of common stock in
 exchange for cash                         4,731,900               4,732

Recapitalization on February 25,
 2002                                               697,176                  697

Minority interest                           (1,622,400)            (1,622)

Issuance of shares of common stock
 in connection with convertible
 notes payable                                  631,400                  631

Issuance of shares of common stock
 in connection with convertible
 notes payable                                    21,000                    21

Issuance of shares of common stock
 in connection with conversion of
 commitment fee                               660,000                  660

Balance December 31, 2002       18,621,476          $ 18,621



                                                      Paid in     Accumulated
                                                      Capital           Deficit

     sub-total                           $       969,898     $ (995,073)

Issuance of common stock in
 exchange for cash                            78,530

Recapitalization on February 25,
 2002                                          1,000,702       (1,116,054)

Minority interest                            (270,778)

Issuance of shares of common stock
 in connection with convertible
 notes payable                                315,069

Issuance of shares of common stock
 in connection with convertible
 notes payable                                  10,479

Issuance of shares of common stock
 in connection with conversion of
 commitment fee                             329,340

Net loss, 2002                                                  (1,290,589)

Balance December 31, 2002    $ 2,433,240    $(3,401,716)



                                                              Total

     sub-total                                     $     (11,673)

Issuance of common stock in
 exchange for cash                                   83,262

Recapitalization on February 25,
 2002                                                     (114,655)

Minority interest                                   (272,400)

Issuance of shares of common stock
 in connection with convertible
 notes payable                                        315,700

Issuance of shares of common stock
 in connection with convertible
 notes payable                                          10,500

Issuance of shares of common stock
 in connection with conversion of
 commitment fee                                    330,000

Net loss, 2002                                    (1,290,589)

Balance December 31, 2002                 (959,855)

                               See notes to financial statements
                                                      8



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CASH FLOW
                       YEARS ENDED DECEMBER 31,


                                                    2002                   2001

Cash flows from operating
 activities:
   Net loss                              $ (1,290,589)      $(453,664)

Adjustments to reconcile net loss
 to net cash provided by operating
 activities:
   Depreciation and amortization        44,383            24,000
   Compensation in exchange for
     common stock                                 -                330,000
   Minority interest                             62,998                -
   Gain on transfer of asset                    -                 (12,594)
   Loan fee amortization                   300,000               -
   (Increase) decrease in accounts
     receivable                                     (5,517)              -
   (Increase) decrease in inventory      (1,074)              -
   (Increase) decrease in prepaid
     expenses                                         -                    -
   (Increase) decrease in other
      assets                                       (72,362)              -
   (Increase) decrease in accounts
    payable and accrued liabilities    515,826           28,839
   Increase (decrease) in deferred
    income                                          5,900              -

   Total adjustments                       850,154         370,245

 Net cash used in operating
  activities                                    (440,435)        (83,419)

Cash flows from investing activities:
 Cash payments for the purchase of
   lab equipment                           (11,534)            (2,400)

   Net cash used in investing
    activities                                 (11,534)            (2,400)

Cash flows from financing activities:
 Bank overdraft                              -                        403
 Payments on lease payable       (11,407)                -
 Principal payment on long-term
   debt                                            -                    (4,383)
 Principal payment on note
  payable                                  (27,000)                -
 Proceeds from issuance of
   common stock                       83,262             25,000
 Proceeds from loans payable  415,110             65,000

  Net cash provided by financing
   activities                              459,965            86,020
Net increase in cash and cash
 equivalents                                7,996                 201

Cash and cash equivalents,
 beginning of year                      1,148                  947

Cash and cash equivalents,
 end of year                         $   9,144          $   1,148

                         See notes to financial statements.
                                                   9



HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
       CONSOLIDATED STATEMENTS OF CASH FLOW
                       YEARS ENDED DECEMBER 31,


                                                   2002                   2001

Supplemental disclosures of cash
 flow information:
  a) Cash paid during the period for:
       Interest expense                         $   1,666           $    1,616

  b) Stockholders' equity (deficit)
       note:

On January 10, 2002, 788,650 shares of common stock valued at
$0.105 per share were issued to an unrelated party for $83,262 in
cash.


On February 25, 2002, the Company acquired GeneThera, Inc.
The acquisition of GeneThera, Inc. by the Company has been
treated as an acquisition of the Company by GeneThera, Inc.,
and a recapitalization of GeneThera, Inc.  A total of
16,611,900 (after forward stock split) shares of common stock
of the Company equivalent to 91% of GeneThera, Inc. will be
issued as a result of the transaction.  The Company expects to
issue the remaining 811,200 shares of common stock.


On August 13, 2002, certain holders exercised their option to
convert $10,500 in convertible notes payable per agreement
dated August 12, 2002.  After 2:1 forward stock split, 21,000
shares of common stock were issued.

In May, 2002, certain holders exercised their option to convert
$315,700 in convertible notes payable into 631,400 shares
(after a 2:1 forward stock split) of common stock at $1 per
share.

On September 28, 2002, the Company issued 660,000 shares
of common stock in connection with the conversion of a line
of credit commitment fee plus legal expenses.

                    See notes to financial statements.
                                             10


       HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF
                SIGNIFICANT ACOUNTING POLICIES

  Business Description
  Hand Brand Distribution, Inc. ("the Company") was incorporated
  in November 1995, under the laws of the State of Florida. On
  January 23, 2002, ten shareholders of the Company entered into a
  stock purchase agreement with GeneThera, Inc. to acquire
  approximately 91% of its stock in a transaction accounted for as a
  recapitalization of GeneThera, Inc. (See Note 14).  The Company is
  a biotechnology company that develops molecular assays for the
  detection of food contaminating pathogens, veterinary diseases and
  genetically modified organisms.

  GeneThera, Inc. was considered to be in the development stage for
  the year ended December 31, 2001, 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 the
  business plan.  The Company has also provided research services to
  unrelated parties.

  Principles of Consolidation
  The accompanying consolidated financial statements include the
  accounts of the Company and its wholly owned subsidiaries, The
  Family Health News, Inc. and GeneThera, Inc.  All significant
   inter-company balances and transactions have been eliminated.

  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.

  Property and Equipment
  Property and equipment are stated at cost. Depreciation is computed
  using the straight-line method based on the estimated useful lives
  of the assets, which is 5 years.

                        Revenue Recognition
  Revenues are recognized when services are rendered.

  Advertising
  Advertising costs are charged to operations when incurred.    There
  were no advertising expenses for the years ended December 31, 2002
  and 2001.

  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.

          HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF
                   SIGNIFICANT ACOUNTING POLICIES - continued

  Accounting Pronouncements
  The Financial Accounting Standards Board has recently issued several
  new accounting pronouncements, which may apply to the Company.
  Statement No.133 as amended by Statement No. 137 and 138, Accounting
  for Derivative Instruments and Hedging Activities established
  accounting and reporting standards for derivative instruments and
  related contracts and hedging activities. This statement is
  effective for all fiscal quarters and fiscal years beginning after
  June 15, 2000. The adoption of this pronouncement did not have a
  material effect on the Company's financial position, results of
  operations or liquidity.  Statement No. 141, Business Combinations
  (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. Statement No. 142,
  Goodwill and Other Intangible Assets (SFAS 142) provides new
  guidance concerning the 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. Generally, intangible assets with indefinite lives, and
  goodwill, are no longer amortized; they are carried at lower of cost
  or market and subject to annual impairment evaluation, or interim
  impairment evaluation if an interim triggering event occurs, using
  a new fair market value method. Intangible assets with finite lives
  are amortized over those lives, with no stipulated maximum, and an
  impairment test is performed only when a triggering event occurs.
  This statement is effective for all fiscal years beginning after
  December 15, 2001.  The Company believes that the implementation of
  SFAS 142 on April 1, 2002 did not have a material effect on the
  Company's financial position, results of operations, or liquidity.


  Statement No. 144, Accounting for the Impairment or Disposal of
  Long-Lived Assets supercedes Statement No. 121, Accounting for the
  Impairment of Long-Lived Assets and for Long-Lived Assets to be
  Disposed of   (SFAS 121).  Though it 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 Company believes that the
  implementation of SFAS 144 on April 1, 2002 did not have a material
  effect on the Company's financial position, results of operations
  or liquidity.




            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001



  NOTE 2     BASIC EARNINGS (LOSS) PER SHARE

  Basic earnings (loss) per share for each year is computed by
  dividing income (loss) for the year by the weighted average number
  of common shares outstanding during the year.  Diluted earnings
  (loss) per share include the effects of common stock equivalents to
  the extent they are dilutive.

  Basic weighted average number of shares outstanding at December 31
  is as follows:

                                                     2002                2001
   Basic weighted and dilutive average
   number of shares outstanding               17,620,689      1,979,058

  The above calculation reflects the issuance of 16,611,900 shares
  (after 2:1 forward stock split) of the Company's common stock as of
  February 25, 2002 in connection with the acquisition of GeneThera,
  Inc. (See Note14)

  NOTE 3     CONCENTRATION OF CREDIT RISK

  Financial instruments that potentially subject the Company to
  credit risk  include cash on deposit with three financial
  institutions amounting  to $9,144 at December 31, 2002 and
  $1,148 at December 31 2001.  Financial institutions insure
  depositors for up to $100,000 through  the U.S. Federal
   Deposit Insurance Corporation.


  NOTE 4     PROPERTY AND EQUIPMENT

  Property and equipment at December 31, 2002 and 2001 consisted of
  the following:

                                                                      Amortiza-
                                                                         Period
                                  2002            2001          in Years

 Computer              $   12,372    $     9,700            5
 Equipment                    5,414                 0            10
 Telephone system         3,400                 0             5
 Furniture & fixtures     76,743                 0             7
 Laboratory
    equipment              277,194      114,086            5

                                  375,123     123,786

 Less accumulated
depreciation              (136,249)    (48,000)

                               $ 238,874    $75,786


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 4     PROPERTY AND EQUIPMENT - continued

  Depreciation expense for the years ended December 31, 2002 and 2001
  was $40,824 and $24,000, respectively.

  On February 25, 2002, through the acquisition of GeneThera, the
  Company acquired computers, laboratory equipment, furniture and
  fixtures totaling $75,786. (See Note 14)

  During the year ended December 31, 2002, the Company entered into
  capital lease agreements to acquire laboratory equipment and a
  computer. (See Note 5)

  NOTE 5     LEASES

  Capital Leases
  The Company's property under capital leases is included in property
  and equipment (See Note 4) and is summarized as follows:

                                         2002                     2001

   Laboratory Equipment       $    31,574              $           0
   Computer                                  2,672                           0

                                           34,246                           0
   Less:  Accumulated
    depreciation                            (1,306)                         (0)

   Net assets under capital
     leases                                $  32,940              $           0

  Operating Leases
  The Company has a lease agreement for its Florida facility, with
  monthly payments of $700 plus tax, renewable annually.

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

  Total lease expense for the years ended December 31, 2002 and 2001 was
  $98,457, and $68,144, respectively.


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 5     LEASES - continued

  At December 31, 2002, future minimum annual lease payments under
  operating and capital leases are as follows:
                                                 Operating          Capital
                                                   Lease               Leases

   2003                                   $   78,031          $    6,367
   2004                                        63,337                6,655
   2005                                        63,337                7,155
   2006                                        63,337                7,374
   2007                                                 0                5,349
   2008 and thereafter                           0                       0

                                              $ 268,042          $  32,900

  Total interest expense under capital leases was $634 for the year
  ended December 31, 2002.  There was no interest expense under
  capital leases for the year ended December 31, 2001.

  NOTE 6     LOAN PAYABLE

  The Company has an outstanding loan payable at December 31, 2002 and
  2001 as follows:

                                                  2002                   2001

  Loan payable with no
     interest, due on demand,
     unsecured.                         $    50,000            $   50,000

  Less current portion                   (50,000)              (50,000)

  Total long-term loan payable $             0            $           0

  There was no interest expense for the years ended December 31, 2002
  and 2001.


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                       YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 7     NOTES PAYABLE

The Company has outstanding notes payable at December 31, 2002 and
2001 as follows:

                                                   2002                 2001

 Note payable with an interest rate of 7% per
 annum, payable in 5  payments of $1,500 and
 a lump sum balance on December 1, 2001,
 guaranteed jointly by the Company and its
  President.  The note is in default as of the date
  of this report.                       $   23,474          $  21,938

  Note payable with an interest rate of 14% per
   annum, payable principal and interest on
  August 31, 2001, unsecured.  The note is in
  default as of the date of this report.
                                                15,209              13,341

  Note payable to stockholder with interest
  at 6% due February 20, 2004; callable at the
  borrower's option.                 25,200                        0

  Note payable with no interest rate, payable
  $9,000 per month beginning July 2, 2002,
  due August 2, 2003; secured by equipment.
   (See Note 4)                       93,000                         0
                                            156,883                35,279

  Less current portion:          (131,683)             (35,279)

  Total long-term note
    payable                        $    25,200           $            0

  Total interest expense for the year ended December 31, 2002 and 2001
  was $3,404 and $2,435, respectively.


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 8     CONVERTIBLE NOTES PAYABLE

  Unrelated Parties
  On February 25, 2002, the following notes were  renegotiated:

 *   Convertible notes amounting to $84,800, with conversion rights
      into 1,375 shares of common stock

*    Note payable in the amount of $14,605, due on demand, and

*    Note payable in the amount of $58,900, due
            on demand.

  On April 22, 2002, the following notes were
  renegotiated:

*    Note payable in the amount of $14,000, due
     on demand

  On May 10, 2002, the following notes were  renegotiated:

*    Note payable in the amount of $200,000, due
     on demand

                                                    2002                 2001

  These notes, plus accrued interest
  totaling $18,995, were converted
  into a new note payable not to
  exceed $500,000, with interest at 6%
  due January 5, 2005; convertible
  into shares of common stock at a
  price of $1.00 per share.  Upon
  conversion of the note, all
  remaining interest shall be paid in
  common stock at $1.00 per share. As
  of the balance sheet date, the
  option to convert $315,700 into
  315,700 shares of common stock was
  exercised.                                   $  75,600            $         0

  Note payable to an unrelated party
  with interest at 6%; due January 5,
  2005; convertible into shares of
  common stock at a price of $1.00 per
  share.  Upon conversion of the note,
  all remaining interest shall be paid
  in common stock at $1.00 per share.
  As of the balance sheet date, the
  option to convert into shares of
  common stock was not exercised.      10,000                       0

    Note payable - line of credit loan
  not to exceed one million dollars.
  For each draw, the borrower will
  issue a convertible promissory note
  bearing a 6% interest rate per year
  through January 14, 2004, and 12%
  interest rate from January 15, 2004;
  convertible into shares of common
  stock at $1.40 per share, subject to
  adjustment.                                 150,000                       0


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 8     CONVERTIBLE NOTES PAYABLE - continued

                                                          2002          2001

  Series A convertible note payable to
  a shareholder, with interest at 8%;
  due May 12, 2003; convertible into
  shares of common stock at a price of
  $0.50 per share. As of the balance
  sheet date, the option to convert
  into shares of common stock was not
  exercised.                                       $   50,000      $          0

  Series A convertible note payable to
  an individual, with interest at 8%;
  due May 24, 2003; convertible into
  shares of common stock at a price of
  $0.50 per share. As of the balance
  sheet date, the option to convert
  into shares of common stock was not
  exercised.                                          10,000                  0

  Series A convertible note payable to
  a shareholder, with interest at 8%;
  due May 27, 2003; convertible into
  shares of common stock at a price of
  $0.50 per share. As of the balance
  sheet date, the option to convert
  into shares of common stock was not
  exercised.                                          1,000                  0

                                                  296,600                  0

  Less:  current portion                     (61,000)       (         0)

  Total long-term convertible notes
   payable                                       235,600       $          0

  Interest expense for the year ended December 31, 2002 was $10,215.
  There was no interest expense for the year ended December 31, 2001.

  NOTE 9     EQUITY LINE OF CREDIT

  On January 16, 2002, the Company entered into an agreement to obtain
  a private equity line of credit for up to $30,000,000, in exchange
  for common stock and warrants, for a period of 36 months, approved
  by the board of directors and based upon the following terms:

   * The purchase price for the common stock will be 87.5% of
            the market price determined by the weighted average
            market price computed for the 20 trading days following
            the request for the sale of the shares of common stock.

   * The Company shall register the resale of the common stock,
            to  acquired and the 600,000 warrants to be issued, and
            the underlying shares of common stock pursuant to a
            Registration Statement to be filed with the Securites and
            Exchange Commisssion

   * 600,000 warrants to purchase common stock with an
     exercise price of $1.00 per share that will expire five
     years from the issue date.

  The Company agreed to pay a commission fee of $300,000, plus legal
  fees totaling $30,000, with rights to convert into shares of common
  stock at $1 per share on or before September 15, 2002, payable on
  or before the earlier of:

  i.     Receipt of $800,000 in equity capital by the
                     company, or

  ii.    September 15, 2002

  The Company recorded the commission fee of $300,000 as deferred cost
  to be amortized over a period of 36 months.  On September 28, 2002,
  the option to convert into shares of common stock was exercised.
  After a 2:1 forward stock split, 660,000 shares of common stock were
  issued.

  At December 31, 2002 the Company amortized the full amount of the
  commission fee as interest expense.

NOTE 10    STOCKHOLDERS' DEFICIT

  Common Stock
  On March 5, 1999, the Company issued 1,260,000 shares (after
  recapitalization   See Note 14) 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, 300,000 shares (after recapitalization   See Note
  14) 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 to 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 180,000 shares (after
  recapitalization   See Note 14) 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.

          HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 10    STOCKHOLDERS' DEFICIT - continued

  On April 1, 1999, 15,000 shares (after recapitalization   See Note
  14) of common stock valued at $1.00 per share were issued to an
  unrelated party for $500 in cash.

  On August 3, 1999, according to a contract agreement, the Company
  issued 211,200 shares (after recapitalization   See Note 14) of
  common stock valued at $70,400, in exchange for leased equipment
  with an estimated fair market value of $70,400, of which the Company
  will retain ownership at the end of the lease. Accordingly, the
  Company recorded the equipment at $70,400.

  On January 1, 2000, 75,000 shares (after recapitalization   See Note
  14) 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.

  On April 10, 2000, according to a contract agreement to provide
  management services, the Company issued 600,000 shares (after
  recapitalization   See Note 14) of common stock valued at $200,000,
  in exchange for management services in the amount of $120,000, and
  $80,000 in cash.  Accordingly, consultant expense of $120,000 was
  charged to operations.

  On May 15, 2000, according to a contract agreement to provide
  consulting services, the Company issued 30,000 shares (after
  recapitalization   See Note 14) of common stock valued at $12,000.
  Accordingly, consultant expense of $12,000 was charged to
  operations.

  On February 15, 2001, the Company issued 3,375,000 shares (after
  recapitalization   See Note 14) 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 180,000 shares (after recapitalization   See Note
  14) 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 45,000 shares (after recapitalization   See Note 14)
  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
  management services, the Company issued 180,000 shares (after
  recapitalization   See Note 14) of common stock valued at $60,000,
  in exchange for management services in the amount of $35,000, and
  $25,000 in cash.  Accordingly, consultant expense of $35,000 was
  charged to operations.

  On October 1, 2001, according to a contract agreement to provide
  consulting services, the Company issued 300,000 shares (after
  recapitalization   See Note 14) of common stock valued at $100,000.
  Accordingly, consultant expense of $100,000 was charged to
  operations.


            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001



  NOTE 10    STOCKHOLDERS' DEFICIT - continued

  On January 10, 2002, 2,365,950 shares (after recapitalization   See
  Note 14) of common stock valued at $0.105 per share were issued to
  an unrelated party for $83,262 in cash.

  On February 25, 2002, the Company acquired GeneThera, Inc.   The
  acquisition of GeneThera, Inc. has been treated as an acquisition
  of the Company by GeneThera, Inc., and a recapitalization of
  GeneThera, Inc.  A total of 16,611,900 shares (after 2:1 forward
  stock split) of common stock of the Company equivalent to 91% of
  GeneThera, Inc. were issued as a result of the transaction, subject
  to stockholders' approval on or before December 31, 2002.  (See Note
  14)  The Company expects to acquire approximately 6% additional
  outstanding shares of GeneThera common stock during the year.

  At the time of the closing of the acquisition of GeneThera, Inc.,
  the Company did not have sufficient authorized shares of common
  stock to issue such shares.  Consequently, under Florida law, the
  issuance of such shares would be void.  In May 2002, substantially
  all of the former stockholders of GeneThera, Inc. agreed to accept
  shares of the Company's common stock immediately upon stockholders'
  approval to increase the number of authorized shares of common
  stock.  If approval is not received by December 31, 2002, former
  GeneThera stockholders may elect to forego their rights to receive
  shares of the Company's common stock, and have their shares of
  GeneThera returned to them.

  In May 2002, certain holders exercised their option to convert
  $315,700 in convertible notes payable into 631,400 shares (after a
  2:1 forward stock split) of common stock at $1 per share.

  On August 13, 2002, certain holders exercised their option to
  convert $10,500 in convertible notes payable per agreement dated
  August 12, 2002.  After a 2:1 forward stock split, 21,000 shares of
  common stock were issued.

  On September 28, 2002, the Company issued 660,000 shares of common
  stock in connection with the conversion of a line of credit
  commitment fee plus legal expenses.


  NOTE 11       INCOME TAXES

  At December 31, 2002, the Company had useable net operating loss
  carryforwards of approximately $2,111,127 for income tax purposes,
  available to offset future taxable income of the U.S. entity
  expiring through 2021.

  The valuation allowance was $419,000 at December 31, 2002.  This
  allowance was reserved at December 31, 2001, as management estimates
  that it is more likely than not that the deferred tax assets will
  not be realized due to uncertainty of the Company's ability to
  generate future taxable income.  The valuation allowance was
  adjusted based on estimated use of net operating losses through
  December 31, 2001 by $160,000.

          HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001


  NOTE 11       INCOME TAXES - continued

  The Company has no current or deferred income tax due to its
  operating losses.

  The Company has a federal net operating loss carryforward at
  December 31, 2002 and 2001 of approximately $2,280,000 and
  $1,000,000, respectively, subject to annual limitations prescribed
  by the Internal Revenue Code, which is available to offset future
  taxable income through 2022.     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.

  Deferred taxes consist of the following:
                                                      2002               2001

  Current  taxes                             $            0     $              0

  Deferred tax assets:
       Net operating loss carryforward    323,000          189,000
       Less valuation allowance              (323,000)       (189,000)
  Net deferred tax assets                   $            0        $           0

  The Company's tax expense differs from the "expected" tax expense
  for the years ended December 31, (computed by applying the Federal
  Corporation tax rate of 15% to loss before taxes), as follows:

                                                     2002              2001
   Statutory rate applied to loss before
     income taxes                                $    192,000    $   58,000
   State income taxes, net of federal
     income tax effect                                  58,000    $  15,300
   Changes in valuation allowance            (250,000)     (73,000)

   Net deferred taxes                         $               0    $           0

  NOTE 12    COMMITMENTS

  On January 14, 2002, the board of directors voted to sell the stock
  of The Family Health News, Inc., subject to stockholder approval.

            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         YEARS ENDED DECEMBER 31, 2002 AND 2001

NOTE 14    EMPLOYMENT AGREEMENTS

  On January 23, 2002, the president and CEO of GeneThera, Inc.
  entered into an employment agreement with Hand Brand Distribution,
  Inc. and its successors for a five-year period, to be effective
  February 25, 2002 and expiring January 24, 2007, payable at $12,000
  per month.  The compensation committee of the board of directors
  will determine salary increases at the end of each year.  A bonus
  of $18,000 was paid upon signing of the agreement.  If the Company's
  net income is $2,000,000 or more, a bonus of two times the monthly
  salary will be paid to the president and CEO of GeneThera.  A
  covenant not to compete during the term of the agreement for a
  period of 24 months thereafter is included.

  On February 25, 2002, the Company entered into an employment
  agreement with its president for one year for a total of $3,000 a
  month, and an additional option to purchase 50,000 shares of the
  Company at an option price of $3.50 per share with an exercise
  period from January 31, 2002 to February 24, 2007. The option
  becomes vested on December 31, 2002 and is subject to the terms and
  conditions of the Stock Incentive Plan.

  NOTE 15    ACQUISITION

  On January 23, 2002, the Company entered into stock purchase
  agreements with ten stockholders of GeneThera, Inc. to acquire
  approximately 91% of its outstanding stock in exchange for the
  Company's common stock.  These agreements closed on February 25,
  2002.  For accounting purposes, the acquisition has been treated as
  a capital transaction and as a recapitalization of GeneThera, Inc.
   The financial statements became those of GeneThera, Inc., with
  adjustments to reflect the changes in equity structure.  The
  operations are those of GeneThera, Inc. for all periods presented,
  and those of Hand Brand Distribution, Inc. from the recapitalization
  date.

  The assets of Hand Brand Distribution, Inc. and GeneThera, Inc. are
  at historical cost as of December 31, 2002.  GeneThera, Inc. was
  incorporated on October 5, 1998.  The value of the net assets of
  Hand Brand Distribution, 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. have been
  restated, based on the ratio of exchange of 3 (three) shares of the
  Company for 1 (one) share of GeneThera, Inc.  The Company expects
  to acquire approximately 6% additional outstanding shares of
  GeneThera common stock during the year. Currently, the authorized
  shares are 3,125,000 (after 2:1 forward stock split).  The board of
  directors has approved an increase in the number of authorized
  shares of common stock from 3,125,000 shares (after 2:1 forward
  stock split) to 100,000,000 shares, subject to stockholder approval.

  GeneThera, Inc. is a biotechnology company that develops molecular
  assays for the detection of food contaminating pathogens, veterinary
  diseases and genetically modified organisms.

            HAND BRAND DISTRIBUTION, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                YEARS ENDED DECEMBER 31, 2002 AND 2001

  NOTE 15    CONTINGENCIES & LITIGATIONS

  As part of an agreement dated August 3, 1999, the Company issued
  70,400 shares of common stock to an individual in exchange for
  leased equipment valued at $70,400, which the Company would own at
  the end of the lease.  The individual ceased to pay the lease, and
  in an effort to retain the equipment, the Company paid the monthly
  payments.   Accordingly, the Company accrued a contingency of
  $34,540 for future lease payments, and $61,753 as litigation
  expense. The balance due for this equipment at December 1, 2002 was
  $16,112.

  In the normal course of business, GeneThera, Inc. had a dispute with
  a company for failing to perform services, and is pursuing damages
  relating to the non-performance.  The Company has reserved $10,000 to
  resolve this matter.

  The ultimate outcome of these and other matters is unknown at this
  time, however, management has accrued an estimated liability in the
  amount of $48,262.  In the opinion of management, the outcome will
  have no adverse effect on the financial statements.

  NOTE 16    AMENDMENT TO ARTICLES OF INCORPORATION

  Effective September 2, 2002, the Company amended its articles of
  incorporation to authorize a 2:1 forward stock split, and decreased
  the par value of the common stock to $0.001.  Fractional shares will
  be rounded to the next whole number.  No fractional shares will be
  issued upon the forward stock split, nor will cash be disbursed.

  NOTE 17    GOING CONCERN UNCERTAINTY

  These financial statements are presented assuming the Company will
  continue as a going concern.  For the years ended December 31, 2002
  and 2001, the Company showed operating losses of $1,290,589 and
  $453,664 respectively. The accompanying financial statements
  indicate that current liabilities exceed current assets by $761,902
  and $117,566 for the years ended December 31, 2002 and 2001
  respectively.

  In addition, the Company is in default for payments on notes payable
  in the amount of $38,683, including accrued interest.  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.

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

  None

                          PART III

  Item 9.    Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a) of
               the Exchange Act

  DIRECTORS AND OFFICERS

  Below are the names and biographies of our Executive
  Officers, Directors and Nominees for Directors as of May 14,
  2003:


  Name                                    Age       Position
  -------------------------       ----   --------------------

  Antonio Milici, M.D., PhD     48     Chairman of the Board
                                                        of Directors, Chief
                                                        Scientific Officer

  Tannya L. Irizarry                   44     Chief Financial
                                                         Officer (Interim)

  ANTONIO MILICI, M.D., PHD. Dr. Milici has served as the
  Company's Chairman and Chief Science Officer and as a
  Director since January 2002. His term as a Director expires
  at the next annual meeting. He also served as the Chief
  Executive Officer and Chief Science Officer of GeneThera
  since October 1998. From 1995 to August 1998, Dr. Milici was
  President and Chief Executive Officer of Genetrans, Inc., a
  molecular diagnostic company located in Atlanta, Georgia.
  Dr. Milici received his M.D. degree in Medicine and Surgery
  from the University of Rome, Italy in 1979. After graduating
  from medical school, he moved to Stanford University where
  he worked on his Ph.D. degree research. He received his
  Ph.D. degree in Experimental Hematology from the University
  of Rome, Italy in 1983. He was a post-doctoral fellow at
  both The University of Texas and Stanford University. He has
  published over 30 articles and abstracts.

  TANNYA L. IRIZARRY serves as the Company's Chief
  Financial Officer (Interim) and Chief Administrative Officer of
  GeneThera, Inc.  Ms. Irizarry has a Bachelor in Business
  Administration from the University of Puerto Rico.  She was
  an Administrative Manager and Project Coordinator at
  University of Texas M.D. Anderson Cancer Center.  Ms.
  Irizarry has over 15 years experience in the field of
  biotechnology and medical administration.

  It is the Board's intent to increase the size of the Board
  of Directors in the near future and to create an Audit
  Committee and a Compensation Committee comprised of certain
  members of the Board. 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 three 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. Based upon
  this information, all required forms have been filed for the
  fiscal year ended December 31, 2001.

  Item 10.   Compensation of Directors and Executive Officers

  The following table sets forth certain summary information
  for the fiscal year ended December 31, 2002 concerning the
  compensation awarded to, earned by, or paid to those persons
  serving as executive officers during fiscal year 2002.  John
  Taggart, Nicolas Wollner, Henry J. Boucher, Jr., Antonio
  Milici, M.D.Ph.D., and Tannya L. Irizarry  were the only
  executive officers during the fiscal year ended December 31,
  2002.

  SUMMARY COMPENSATION TABLE

                                                   Annual Compensation
                                                Year      Salary      Bonus

  John Taggart, Chairman,         2002       -0-           -0-
  President and Chief                 2001  $28,000        -0-
  Executive Officer(1)                2000  $28,000        -0-

  Nicolas Wollner(2)                 2002  $36,000        -0-
  Officer and Director

  Henry J. Boucher, Jr.(3)         2002      -0-            -0-
  Officer and Director

  Antonio Milici, MD, PhD        2002  $162,000     -0-
   Chairman, President and
   Chief Executive Officer(4)

  Tannya L. Irizarry                   2002  $72,000       -0-
  Interim Chief Financial
   Officer(5)

                                               Other             Restricted
                                              Annual               Stock
                                         Compensation        Awards
                                                  ($)                    ($)

  John Taggart, Chairman,           -0-                   -0-
  President and Chief
  Executive Officer(1)

  Nicolas Wollner(2)                   -0-                   -0-
  Officer and Director

  Henry J. Boucher, Jr.(3)           -0-                   -0-
  Officer and Director

  Antonio Milici, MD, PhD         -0-                   -0-
   Chairman, President and
   Chief Executive Officer(4)

  Tannya L. Irizarry                    -0-                   -0-
  Interim Chief Financial
   Officer(5)

                                             Securities
                                            Underlying           LTIP
                                          Options/SARs     Payouts
                                                  (#)                    ($)

  John Taggart, Chairman,           -0-                   -0-
  President and Chief
  Executive Officer(1)

  Nicolas Wollner(2)                   -0-                   -0-
  Officer and Director

  Henry J. Boucher, Jr.(3)           -0-                   -0-
  Officer and Director

  Antonio Milici, MD, PhD         -0-                   -0-
   Chairman, President and
   Chief Executive Officer(4)

  Tannya L. Irizarry                    -0-                   -0-
  Interim Chief Financial
   Officer(5)

                                                 All
                                               Other
                                         Compensation
                                                  ($)

  John Taggart, Chairman,           -0-
  President and Chief
  Executive Officer(1)

  Nicolas Wollner(2)                   -0-
  Officer and Director

  Henry J. Boucher, Jr.(3)           -0-
  Officer and Director

  Antonio Milici, MD, PhD         -0-
   Chairman, President and
   Chief Executive Officer(4)

  Tannya L. Irizarry                    -0-
  Interim Chief Financial
   Officer(5)

  (1)   Mr. Taggart served as our Chief Executive Officer for
          the past three years. He resigned as an officer and
          director on February 25, 2002.
  (2)   Mr. Wollner served as an officer and Director during
          2002 until November 2, 2002.  He was not paid any
          compensation.
  (3)   Mr. Boucher served as an officer and Director during
          2002 until November 2, 2002.  He was not paid any
          compensation.
  (4)   Mr. Milici was only paid $42,350 for the year 2002.
  (5)   Ms. Irizarry was only paid $19,500 for the year 2002.


  STOCK OPTION GRANTS IN LAST FISCAL YEAR

  During the fiscal year ended December 31, 2002, no options
  were granted to the Executive Officer.

  OPTION EXERCISES AND YEAR END VALUES

  No options were exercised in the fiscal year ended December
  31, 2002 by the Executive Officer who owns no options.

  COMPENSATION OF DIRECTORS AND EXECUTIVE
  OFFICERS

  The Company entered into an employment agreement with Tony
  Milici, M.D., Ph.D, to serve as the Chief Executive Officer
  of GeneThera and Chairman of the Board of Directors and
  Chief Scientific Officer of the Company 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 of all his interests in
  any idea, concept, technique, invention or written work.

  The Company entered into an Employment Agreement with Tannya
  L. Irizarry to serve as Chief Administrative Officer of
  GeneThera Inc. through January 1, 20076.  Ms Irizarry's base
  salary is $78,000 per annum.

  Effective February 25, 2002, the Company entered into an
  employment agreement with Nicolas Wollner to act as interim
  President of the Company. Mr. Wollner will receive $3,000.00
  per month as base salary and options to purchase 50,000
  shares of the Company's Common Stock at $3.50 per share,
  exercisable commencing on January 1, 2003, until February
  24, 2007. The options do not vest until December 31, 2002
  and are subject to the terms and conditions of the Stock
  Incentive Plan of the Company. As part of his Employment
  Agreement, Mr. Wollner is subject to non-disclosure and non-
  competition obligations and has transferred to the Company
  of all his interests in any idea, concept, technique,
  invention or written work.  Mr. Wollner resigned from
  GeneThera in November, 2002; his compensation as noted
  above  remains a liability of the Company.

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

  The following table shows, as of May 24, 2002, the Common
  Stock owned beneficially by (i) each of our Executive
  Officers, (ii) each of our current Directors, (iii) all
  Executive Officers and Directors as a group, and (iv) each
  person known by us to be the beneficial owner of more than
  five percent of our Common Stock.

  Beneficial ownership is a technical term broadly defined by
  the SEC to mean more than ownership in the usual sense. For
  example, you beneficially own Common Stock not only if you
  hold it directly, but also if you indirectly (through a
  relationship, a position as a director or trustee, or a
  contract or understanding), have the right to acquire it
  within 60 days (or share the power to vote the stock, or
  sell it). Except as disclosed in the footnotes below, each
  of the Executive Officers and Directors listed have sole
  voting and investment power over his shares. As of May 14,
  2003, there were 2,988,598 shares of Common Stock issued and
  outstanding and approximately 425 holders of record.

                                                                       Shares
  Name                          Current Title          Beneficially Owned

  Nicolas Wollner(1)   President/Director          0

  Antonio Milici, M.D. Chairman/President       1,000,000
                                   Director/Chief
                                   Scientific Officer

  Henry J. Boucher,
   Jr.(2)                        Director                       0


  John M. Taggart(3)                                      107,000

  Fidra Holdings
   Ltd.(4)                                                       660,000

  All Current Officers,                                    1,000,000
  Directors as a Group
  (three persons)


  1     Mr. Wollner resigned as an Officer and Director of the
          Company on November 2, 2002.

  2     Mr. Henry Boucher, Jr., resigned as a Director of the
         Company on November 2, 2002.

  3     Mr. Taggart resigned as an officer and director of the
          Company on February 25, 2002. Mr. Taggart's address is
          6293 S.W. 32nd St., Miami, Florida 33130.

  4     The address for Fidra Holdings Ltd. is One Cable Beach
          Ct.., Nassau Bahamas.

  Item 12.   Certain Relationships and Related Party
                  Transactions

  At various times prior to December 31, 2002, the former
  President of the Company, John Taggart, made loans to the
  Company in the aggregate principal amount of $15,300, which
  amount remained outstanding on December 31, 2002. The loans
  were evidenced by convertible promissory notes which convert
  into shares of Common Stock.

  Our Board of Directors recommends and considered it to be in
  our best interest to enter into the FHNI Stock Sale with
  John Taggart, our former President and a former Director.
  FHNI has had a long history of losses, flat to negative
  growth in revenues. Our Board believes that the terms and
  conditions of the sale of FHNI are favorable and have been
  negotiated on terms based on an arm's length transaction.
  The Board also believes that there are no potential
  purchasers for FHNI other than Mr. Taggart. The sale will
  allow the Company's management to focus on the biotech
  business of GeneThera, while reducing our overall debt. The
  Board believes the GeneThera business holds more promise for
  long-term growth and value than FHNI and wishes to devote
  the Company's resources to the development of GeneThera's
  business.

  Under the terms of the Stock Purchase Agreement with FHNI
  and Mr. Taggart, FHNI would be acquiring the stock of FHNI
  without any representations as to its underlying assets and
  business (which is on an "AS IS, WHERE IS" basis). In
  exchange, Mr. Taggart and FHNI would assume all of the
  liabilities of FHNI and the Company (approximately $150,000
  as of January 23, 2002), with the exception of convertible
  notes issued by the Company in the aggregate principal
  amount of $100,000 and liabilities of our subsidiary
  GeneThera, which will remain with the Company. The Company
  would also contribute $50,000 towards the liabilities
  assumed by FHNI and Mr. Taggart.

  The FHNI Stock Sale was unanimously approved by our Board of
  Directors on January 25, 2002. Mr. Taggart did not
  participate in the discussions or voting by the Board as to
  the sale of FHNI.  Currently, the Board is evaluating
  whether or not to proceed with the sale and is considering
  other options.

  On March 28, 2003, Hand Brand Distribution, Inc. entered
  into a Mutual Release and Rescission of Contract with six of
  the shareholders of GeneThera..  Tony Milici was President
  and sole Director of Hand Brand and one of the six
  shareholders.  The partial delivery of Company shares which
  were issued under this Agreement have been returned to Hand
  Brand.  This Mutual Release was entered into to correct and
  nullify several contractually incomplete attempts to create
  a wholly owned subsidiary and subsequent attempt to merge
  the Company with GeneThera.  Commencing in January, 2002,
  the Company and GeneThera, along with Tony Milici and five
  shareholders of GeneThera entered into Stock Purchase
  Agreements in an effort to acquire GeneThera as a subsidiary
  of the Company.  Tony Milici was not an officer or Director
  at that time.  An aggregate of 8,305,950 shares were to be
  issued to the GeneThera shareholders.

  Of the 8,305,950 common shares to be issued under the Stock
  Purchase Agreement none could be lawfully issued under
  Florida law as the Articles and Amendments did provide for a
  sufficient number of authorized common shares.  Currently,
  the Company has authorized common shares of 3,125,000.
  Until the Mutual Release was executed, the GeneThera
  shareholders agreed to accept shares of the Company's Common
  Stock following the effectiveness of the approval by the
  Company's shareholders to increase the number of authorized
  shares of Common Stock.

  On May 20, 2002, all the members of the Board of Directors
  recommended an increase in the authorized shares,
  reincorporation within the State of Delaware, adoption of a
  Stock Incentive Plan, approval of the FHNI stock sale, and
  approval of a $30,000,000 Private Credit Line Facility
  Agreement.  Because the actions adopted required shareholder
  approval, the Company filed a 14-C but never conducted a
  special meeting of the shareholders as described in the
  Schedule 14-C information.  Simultaneous with the execution
  of the Mutual Release and Rescission Contract dated March
  28, 2003, the current Board, which consisted of Tony Milici
  as sole Director, did rescind the action of the previous
  Board to change the corporate name from Hand Brand
  Distribution, Inc., to GeneThera, Inc., to increase the
  authorized capital stock from 100,000,000 shares of Common
  Stock, 0.001 par value per share, and authorizing 20,000,000
  shares of "blank check" preferred stock, rescinding the
  reincorporation from Florida to Delaware, rescinding the
  adoption of the 2002 Hand Brand Stock Incentive Plan,
  rescinding the approval of the sale of FHNI, and rescinding
  the 30,000,000 Private Equity Line of Credit Facility
  Agreement.

  Because the entity, GeneThera, had been operated and
  accounted for as a subsidiary in both the 10-K and Quarterly
  Reports, the sole Director Tony Milici determined that it is
  in the best interest of the Company to obtain an interest in
  GeneThera by the issuance of Hand Brand shares for a partial
  ownership of GeneThera in which is commonly referred to as a
  reverse acquisition.  A Reverse Acquisition Agreement was
  executed simultaneously with the Mutual Release and
  Rescission of Contract on March 28, 2003.  One million
  (1,000,000) common shares were issued from the authorized
  shares to acquire 51% of the ownership of GeneThera from
  Tony Milici.

  Item 13.   Exhibits and Reports on Form 8-K

  (A)   Financial Statements
          Reference is made to the financial statements listed on
          the Index to Financial Statements set forth in this
          Form 10-KSB.

  (B)   Exhibits

   3.1.1     Articles of Incorporation filed November 8,
               1995.
   3.1.2     Amendment to the Articles of Incorporation
               filed on February 4, 1999, to effectuate a 1
               for 2 reverse stock split
   3.1.3     Amendment to the Articles of Incorporation
               filed January 15, 2002, to effectuate a 1 for
               8 reverse stock split (1)
   3.2       Bylaws
   4.1.1     Private Equity Line of Credit Agreement
               between the Company and the Investor dated
               January 16, 2002 (2)
   4.1.2     Registration Rights Agreement between the
               Company and the Investor dated January 16,
               2002 (2)
   4.1.3     Warrant Agreement with respect to the shares
               underlying the Private Equity Line of Credit
               Agreement (2)
   4.1.4     Amendment to Private Equity Line of Credit
               Agreement between the Company and the
               Investor dated March 4, 2002 (3)
   4.2       Registration Rights Agreement between the
               Company and Vantage dated January 23, 2002
               (2)
   4.3       Form of Convertible Notes bearing interest at
               the rate of 6% and maturing on January 15,
               2005 (4)
   4.4       Amendment #2 to Private Equity Line of Credit
               Agreement between the Company and the
               Investor dated Jaune 1, 2002 (5)
   10.1      FHNI Stock Sale Agreement between the
               Company, FHNI and John Taggart, as amended
               (3)
   10.2.1    Form of Common Stock Purchase Agreement among
               the Company and various original holders of
               the common stock of GeneThera, Inc. (2)
   10.2.2    Form of Letter Agreement between the Company
               and various original holders of the common
               stock of GeneThera, Inc. (4)
   10.4      Employment Agreement between Antonio Milici,
               M.D., and the Company dated January 23, 2002
               (4)
   10.5      Employment Agreement between Nicolas Wollner
               and the Company dated February 25, 2002 (2)

    21       List of Subsidiaries

    99.1    Certification of the President and Chief Executive
               Officer

    99.2    Certification of the Interim Chief Financial Officer

  (1)   Incorporated by reference from an Exhibit to the
          Current Report on Form 8-K, as filed with the SEC on
          January 17, 2002.
  (2)   Incorporated by reference from an Exhibit to the
          Company's Current Report on Form 8-K, as filed with the
          SEC on March 4, 2002.
  (3)   Incorporated by reference from an Exhibit to the
          Company's Schedule 14-C Preliminary Information
          Statement, as filed with the SEC on May 23, 2002.
  (4)   Incorporated by reference from an Exhibit to the
          Company's Current Report on Form 10KSB, as filed with
          SEC on June 4, 2002.
  (5)   Incorporated by reference from an Exhibit to the
          Company's Report on Form 10QSB as filed with the SEC on
          June 14, 2002.

  (C)   Reports on Form 8-K

   1.   Form 8-K filed on January 17, 2002, and dated
          January 14, 2002, relating to an amendment to the
          Company's Articles of Incorporation to effectuate
          an eight for one reverse stock split.

   2.   Form 8-K filed May 5, 2002, and dated January 14,
          2002, relating to the acquisition of GeneThera.
          On June 14, 2002, the Company filed an 8-K/A to
          such 8-K attaching the audited financial
          statements of GeneThera for the fiscal year ended
          December 31, 2001, and pro forma consolidated
          financial information.

  Item 14.   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.
  Based upon that evaluation, our Chief Executive Officer and
  Chief Financial Officer concluded that our disclosure
  controls and procedures are effective in timely alerting
  management to material information relating to us that is
  required to be included in our periodic SEC filings. 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.

                                    SIGNATURE

  Pursuant to the requirements of the Securities Exchange Act
  of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly
  authorized.

                       HAND BRAND DISTRIBUTION, INC.

  Date: May 16, 2003        By: /s/ Antonio Milici
                                                Antonio Milici, M.D., Ph.D.
                                                President

                                          By: /s/ Tannya L. Irizarry
                                                Tannya L. Irizarry
                                                 Interim 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
  Antonio Milici, M.D., Ph.D.   President       May 16, 2003


  /s/ Tannya L. Irizarry
  Tannya L. Irizarry                 Interim Chief   May 16, 2003
                                              Financial Officer

  /s/ Antonio Milici
  Antonio Milici, M.D., Ph.D.      Director      May 16, 2003


EXHIBIT 21

                        HAND BRAND DISTRIBUTION, INC.

                                       SUBSIDIARIES

1.     Family Health News, Inc., a Florida Corproation

2.     GeneThera, Inc., A Colorado Corporation



                                  CERTIFICATIONS


  I, Antonio Milici, certify that:

  1.    I have reviewed this annual report on Form 10-KSB of
          Hand Brand Distribution, Inc.

  2.    Based on my knowledge, this annual report does not
          contain any untrue statement of a material fact or omit
          to state a material fact necessary to make the
          statements made, in light of the circumstances under
          which such statements were made, not misleading with
          respect to the period covered by this quarterly report;

  3.    Based on my knowledge, the financial statements, and
          other financial information included in this annual
          report, fairly present in all material respects the
          financial condition results of operations and cash
          flows of the registrant as of, and for, the periods
          presented in this quarterly report;

  4.    The registrant's other certifying officer and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act
          Rules 13a-14 and 15d-14) for the registrant and we
          have:

          a) designed such disclosure controls and
               procedures to ensure that material information
               relating to the registrant, including its
               consolidated subsidiaries, is made known to us
               by others within those entities, particularly
               during the period in which this annual report
               is being prepared;

          b) evaluated the effectiveness of the
               registrant's disclosure controls and
               procedures as of a date within 90 days prior
               to the filing date of this annual report (the
                Evaluation Date"); and

          c)  presented in this annual report our
               conclusions about the effectiveness of the
               disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

  5.   The registrant's other certifying officer and I have
         disclosed, based on our most recent evaluation, to
         the registrant's auditors and the audit committee of
         registrant's board of directors (or persons
         performing the equivalent function):

          a) all significant deficiencies in the design or
               operation of internal controls which could
               adversely affect the registrant's ability to
               record, process, summarize and report
               financial data and have identified for the
               registrant's auditors any material weaknesses
               in internal controls; and

          b) any fraud, whether or not material, that
               involves management or other employees who
               have a significant role in the registrant's
               internal controls; and

  6.   The registrant's other certifying officer and I have
         indicated in this annual report whether or not there
         were significant changes in internal controls or in
         other factors that could significantly affect
         internal controls subsequent to the date of our most
         recent evaluation, including any corrective actions
         with regard to significant deficiencies and material
         weaknesses.


  Date: May 16, 2003


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



                                CERTIFICATIONS


  I, Tannya L. Irizarry, certify that:


  1.   I have reviewed this annual report on Form 10-KSB of
         Hand Brand Distribution, Inc.

  2.   Based on my knowledge, this annual report does not
         contain any untrue statement of a material fact or
         omit to state a material fact necessary to make the
         statements made, in light of the circumstances under
         which such statements were made, not misleading with
         respect to the period covered by this quarterly
         report;

  3.   Based on my knowledge, the financial statements, and
         other financial information included in this annual
         report, fairly present in all material respects the
         financial condition results of operations and cash
         flows of the registrant as of, and for, the periods
         presented in this quarterly report;

  4.   The registrant's other certifying officer and I are
         responsible for establishing and maintaining
         disclosure controls and procedures (as defined in
         Exchange Act Rules 13a-14 and 15d-14) for the
         registrant and we have:

          a) designed such disclosure controls and
               procedures to ensure that material information
               relating to the registrant, including its
               consolidated subsidiaries, is made known to us
               by others within those entities, particularly
               during the period in which this annual report
               is being prepared;

          b) evaluated the effectiveness of the
               registrant's disclosure controls and
               procedures as of a date within 90 days prior
               to the filing date of this annual report (the
                Evaluation Date"); and

          c) presented in this annual report our
               conclusions about the effectiveness of the
               disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

  5.   The registrant's other certifying officer and I have
         disclosed, based on our most recent evaluation, to
         the registrant's auditors and the audit committee of
         registrant's board of directors (or persons
         performing the equivalent function):

          a) all significant deficiencies in the design or
               operation of internal controls which could
               adversely affect the registrant's ability to
               record, process, summarize and report
               financial data and have identified for the
               registrant's auditors any material weaknesses
               in internal controls; and

          b) any fraud, whether or not material, that
               involves management or other employees who
               have a significant role in the registrant's
               internal controls; and

  6.   The registrant's other certifying officer and I have
         indicated in this annual report whether or not there
         were significant changes in internal controls or in
         other factors that could significantly affect
         internal controls subsequent to the date of our most
         recent evaluation, including any corrective actions
         with regard to significant deficiencies and material
         weaknesses.


  Date: May 16, 2003



  By:   /s/ Tannya L. Irizarry
          Tannya L. Irizarry
          Interim Chief Financial Officer



EXHIBIT 99.1

                CERTIFICATION OF THE PRESIDENT
              AND THE CHIEF EXECUTIVE OFFICER
             PURSUANT TO 18 U.S.C. SECTION 1350,
                   AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Annual Report of Hand Brand
  Distribution, Inc. (the "Company"), I, Antonio Milici, M.D.,
  Ph.D., President and Chief Executive Officer (the "Registrant"),
  do hereby certify in accordance with 18 U.S.C. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
  of 2002, that:

  (1)  the Report fully complies with the requirements
         of Section 13(a) or 15(d) of the Securities Exchange
         Act of 1934, as amended; and

  (2)  the information contained in the Report fairly
         presents, in all material respects, the financial
         condition and results of operations of the
         Registrant.

  Date:   May 16, 2003


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



EXHIBIT 99.2

                       CERTIFICATION OF THE
                    CHIEF FINANCIAL OFFICER
             PURSUANT TO 18 U.S.C. SECTION 1350,
                   AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

  In connection with the Annual Report of Hand Brand
  Distribution, Inc. (the "Company"), I, Tanny L. Irizarry,
  Chief Financial Officer (the "Registrant"),
  do hereby certify in accordance with 18 U.S.C. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act
  of 2002, that:

  (1)  the Report fully complies with the requirements
         of Section 13(a) or 15(d) of the Securities Exchange
         Act of 1934, as amended; and

  (2)  the information contained in the Report fairly
         presents, in all material respects, the financial
         condition and results of operations of the
         Registrant.

  Date:   May 16, 2003

  By: /s/ Tannya L. Irizarray
        Tannya L. Irizarry
        Chief Financial Officer