UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report: October 28, 2003
GENETHERA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Florida 0-27237 66-0622463
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State of Incorporation Commission File IRS Employer ID No.
Number
3930 Youngfield Street
Wheat Ridge, Colorado 80033
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Address of principal executive offices
(303) 463-6371
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Registrant's phone number
Hand Brand Distribution, Inc.
9845 NE 2nd Avenue
Miami Shores, FL 33138
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Former name or former address, if changed since last report
Item 4. Changes in Registrant's Certifying Accountant.
On September 10, 2003, Sewell & Company, PA ("S&O") declined to stand for
re-election as independent auditor of GeneThera, Inc. (the "Company"), formerly
known as Hand Brand Distribution, Inc. (Commission File No. 000-27237).
During the most recent two fiscal years, S&O's reports on the financial
statements of the Company contained no adverse opinion or disclaimer of opinion
and were not qualified as to uncertainty, audit scope or accounting principles;
with the exception of a "going concern" qualification for the two most recent
fiscal years preceding the date hereof.
During the last two fiscal years and the subsequent interim period, there
were no disagreements (material or immaterial) with the Company on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to S&O's satisfaction,
would have caused S&O to make reference thereto in connection with its reports.
None of the "reportable events" described in Item 304(a)(1)(ii) of
Regulation S-K occurred with respect to the Company within the last two fiscal
years and the subsequent interim period to the date of S&O's decision to decline
to stand for re-election.
The Company has provided S&O with a copy of the foregoing disclosures and
has requested that S&O review such disclosures and provide a letter addressed to
the Securities and Exchange Commission as specified by item 304(a)(3) of
Regulation 8-K. Such letter is filed as Exhibit 1 to this Current Report.
Item 5.
On July 1, 2003, the registrant filed with the Florida Secretary of State's
office amendments to the Company's Articles of Incorporation to change the name
from Hand Brand Distribution, Inc. to GeneThera, Inc. and to authorize one
hundred million (100,000,000) shares of common stock and twenty million
(20,000,000) shares of class A preferred stock. Such amendments are filed as
Exhibit 2 to this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
1. Letter from Sewell & Company, PA to the Securities and Exchange
Commission dated September 10, 2003 regarding change in
certifying accountant.
2. Amendments to GeneThera, Inc.'s Articles of Incorporation filed
with the Florida Secretary of State.
SIGNATURES
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 hereunto duly authorized.
Date: October 28, 2003 GENETHERA, INC.
By: /s/
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Tony Milici, M.D., Ph.D.
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 Letter from Sewell & Company, PA to the Securities and Exchange
Commission dated September 10, 2003 regarding change in
certifying accountant.
2 Amendments to Articles of Incorporation of GeneThera, Inc. filed
with the Florida Secretary of State.