[LOGO] GENETHERA
November 18, 2004
Mr. Jeffrey Riedler, Esq.
Mail Stop 3-09
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20548
Re: GeneThera, Inc.
Comment Letter
File No. 333-118937
Dear Mr. Riedler,
Thank you for the third comment letter sent by your department on November 16,
2004. We have attempted to address all the comments in a comprehensive manner.
We are sending three bound "marked" copies of the amended filing and three
"clean" copies that we hope will facilitate your review. This letter will
attempt to key our responses to your comments.
Form SB-2
General
1. We note that you have removed the audited financial statements for the
Company from this registration statement. This information is required pursuant
to Item 22 of Form SB-2 and Item 310 of Regulation S-B. Please amend your
registration statement to include the audited financial statements required by
these items. Acknowledged.
2. In addition, please include the interim financial information for the quarter
ended September 30, 2004 in accordance with Item 310(g) of Regulation S-B. The
information for the quarter ended September 30, 2004 has been inserted in the
Financial information section starting at page F-1
Cover Page
3. We note your response to comment 4 and your revised disclosure. At present,
the first two paragraphs contain duplicative disclosure. Please revise your
disclosure to eliminate the redundancy. Deleted per comment.
4. In addition, please remove the third paragraph on this cover page. Item 501
of Regulation S-B does not require this information in the cover page. Removed
per comment.
Convertible Notes, page 10
5. We note your response to comment 15 and your revised disclosure. Please
revise your disclosure to provide all material terms of the settlement. As of
June 30, 2004, the note has been converted into 80,000 shares per a settlement
agreement entered into with Mr. Taggart on October 1, 2003. This is the total
amount of shares available for conversion by Mr. Taggart. The value of the
shares at time of conversion was $60,000. Mr. Taggart received two certificates
of 40,000 shares each with restrictive legends. All parties signed Mutual
Settlement agreements. The agreement is attached as an exhibit.
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6. In addition, we note that it does not appear you have filed the settlement
agreement with Mr. Taggart to your registration statement. In your next
amendment, please file the agreement as an exhibit. Filed as Exhibit 10.11.
7. Please review the introductory paragraph to clarify whether the $1.2369
million principal amount of notes was sold at a discount and, if so, the amount
of the discount. On the date of execution, each note carried a conversion right
for an amount lower than current market price at that date. Our auditors advised
the Company to reflect this $1,178,107 beneficial conversion on both the
Stockholders Equity and Cash Flow statements as filed in our March 2004 10QSB.
Gea System, page 14
8. We note your response to comment 21 and reissue the comment. It is unclear
whether you have the specific lab equipment to develop the GEA vaccine. Please
revise your disclosure accordingly. To perform GEA, specific laboratory
equipment is needed. . This involves some substantial initial costs to set up
the laboratory operations. We have performed this substantial set up and are
fully operational to perform GEA. We currently have all the specific equipment
necessary to further development.
9. We note your response to comment 22 and reissue the comment. Please
supplementally provide us with hard copies of the third party documents you
describe in your response. Acknowledged and provided within the bound copies. We
have also provided a third article that addresses the comment.
Business, Page 16
Overview, page 16
10. We note your response to comment 23 and your revised disclosure. Please
disclose the value of the 10 million shares of common stock you issued as
consideration for the sale of the private corporation. The value of the shares
as issued to Dr. Milici were recorded in our quarterly filing of June 2004 as
Fourteen Million Three hundred Ninety Six Thousand Seven Hundred Seventy Seven
dollars.
11. We note your response to comment 30 and reissue in part. With respect to the
reverse acquisition agreement, please indicate if the terms you received in the
transaction was as favorable as could have been obtained from unaffiliated third
parties. The terms as described in the Agreement were as favorable as those that
could have been obtained from unaffiliated third parties.
12. In addition, please disclose the value of the shares issued to Dr. Milici in
June 2004. We note the disclosure you have provided in Note 6 to your revised
financial statements. The value as disclosed above of Fourteen Million Three
hundred Ninety Six Thousand Seven Hundred Seventy Seven dollars includes these
shares. These are the same shares.
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Executive Compensation , page 23
13. We note that you have referenced footnotes for the individuals in the table,
but it appears there are no corresponding footnotes. Please revise your table
accordingly. Deleted per comment.
Selling Shareholders, page 25
14. We note your revised disclosure under the reference "#" where you state that
the shares represent certain investors who who have "taken stock in lieu of
payment of professional fees". Please briefly describe the individuals in the
section entitled "Certain relationships and related transactions". Inserted into
"Certain relationships and related transactions".
As payment for legal services rendered, Steven Slaw received 16,000 shares
of restricted stock valued at $16,000 in January 2004.
As payment for financial consulting services, Mark Herzog received 16,000
shares of restricted stock valued at $16,000 in January 2004.
Under a scientific consulting agreement, James Huang received 20,000
shares of restricted stock valued at $20,000 in August 2004.
As payment for legal services rendered, Richard W. Bryans received 75,000
shares of restricted stock valued at $$71,250.
Recent Sales of Unregistered Securities, Page II-1
15. We note your response to comment 35 and your revised disclosure. The
information does not comply with Item 701 of Regulation S-B. For example, for
each issuance you should revise to identify the investors and identify the
exemption relied upon. Please note that accredited investors is not a class of
investors that we will recognize. The issuance of securities described above
were deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act as transactions by an issuer not involving
any public offering. The recipients of securities in each such transaction
represented their intention to acquire the securities for investment only and
not with a view to or for sale in connection with any distribution thereof and
appropriate legends were affixed to the share certificates and other instruments
issued in such transactions. The sales of these securities were made without
general solicitation or advertising.
Exhibit List
16. We note your response to comment 36 and your revised exhibit list. Please
note several of the exhibits you have indicated as filed in the registration
statement are not included in the filed or courtesy copy of the registration
statement, and further, it appears some of the documents were previously filed
in the last amendment to the registration statement. Please revise the exhibit
list to indicate which exhibits you intend to file as part of the amendment and
which you are incorporating by reference to a previously filed document.
Acknowledged and completed per comment.
17. We note your response to comment 38 and 39 and your revised disclosure. Your
exhibit list presently indicates that exhibits 99.2 and 99.3 are filed as part
of Amendment No. 2 when they are not. Please revise your exhibit list
accordingly. Acknowledged and completed per comment.
We look forward to providing any additional information you may request.
Sincerely,
/s/ Steven M. Grubner
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Steven M. Grubner
Chief Financial Officer
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