FLORIDA
|
65-0622463
|
(State
or other jurisdiction of incorporation
or formation)
|
(I.R.S.
employer identification
number)
|
Year
|
Quarter
|
High
|
Low
|
2006
|
Fourth
|
$0.08
|
$
0.02
|
Third
|
0.10
|
0.05
|
|
Second
|
0.33
|
0.08
|
|
First
|
0.28
|
0.06
|
|
2005
|
Fourth
|
$0.49
|
$
0.10
|
Third
|
1.00
|
0.40
|
|
Second
|
1.05
|
0.54
|
|
First
|
1.25
|
0.92
|
|
2004
|
Fourth
|
1.94
|
0.88
|
Third
|
1.60
|
0.70
|
|
Second
|
2.85
|
0.90
|
|
First
|
4.39
|
2.05
|
1. |
The
antibodies-based culture media used to detect the presence of infectious
diseases has a low level of
sensitivity;
|
2. |
high
background due to non-specific binding of antibodies and/or culture
contamination;
|
3. | sample preparation and storage creates artifacts; and long, cumbersome protocols necessary to perform these tests. |
1. |
lack
of large scale purification system;
and
|
2. |
low
viral titer
|
Assets
|
|||
December
31, 2006
|
2005
|
||
Current
Assets
|
|||
Cash
|
$
234
|
$
1,669
|
|
Accounts
receivable - less reserve for uncollectible amount
|
6,800
|
5,810
|
|
Accounts
receivable Related Parties
|
17,390
|
-
|
|
Net
Accounts Receivable
|
24,190
|
5,810
|
|
Prepaid
expenses
|
1,890
|
10,551
|
|
Total
Current Assets
|
26,314
|
18,030
|
|
Property
and equipment
|
727,428
|
727,428
|
|
Accumulated
Depreciation
|
(364,413)
|
(287,399)
|
|
Property
and equipment, net
|
363,015
|
440,029
|
|
Other
Assets
|
|||
Deposits
|
5,278
|
5,278
|
|
Other
|
-
|
9,736
|
|
Total
Other Assets
|
5,278
|
15,014
|
|
|
|
||
Total
Assets
|
$
394,607
|
$
473,073
|
|
Liabilities
and Stockholders' Equity
|
|||
2006
|
2005
|
||
Current
Liabilities
|
|||
Accounts
payable
|
$
493,095
|
$185,328
|
|
Accrued
expenses
|
704,724
|
589,921
|
|
Leases
payable, current portion
|
12,040
|
14,351
|
|
Notes
payable
|
107,552
|
55,775
|
|
Contingency
Liability
|
101,000
|
-
|
|
Total
Current Liabilities
|
1,418,411
|
845,375
|
|
Long
Term Liabilities
|
|||
Long
Term Loan
|
-
|
4,901
|
|
Total
Liabilities
|
1,418,411
|
850,276
|
|
Stockholders'
Equity
|
|||
Preferred
stock, $.001 par value, 20,000,000 shares authorized;
|
|||
Series
A 4,600 shares issued and outstanding $.001 par value
|
5
|
5
|
|
Series
B 2,250,000 shares issued and outstanding $.001 par value
|
2,250
|
|
|
Common
stock $.001 par value, 100,000,000 shares authorized;
|
|
|
|
35,474,736
and
22,295,069 issued and outstanding
|
|
|
|
at
December 31, 2006 and 2005 respectively
|
35,476
|
22,296
|
|
Additional
paid
in capital
|
14,506,428
|
13,685,888
|
|
Deficit
accumulated during development stage
|
(15,567,963)
|
(14,085,392)
|
|
|
|||
Total
Stockholders' Equity
|
(1,023,804)
|
(377,203)
|
|
|
|||
|
|||
Total
Liabilities & Stockholders' Equity
|
$
394,607
|
$
473,073
|
|
|
|
|
|
|
For
the period from
|
|
Year
End December 31,
|
|
|
|
October
5, 1998
|
|
2006
|
|
2005
|
|
(inception)
to
|
|
|
|
|
|
December
31, 2006
|
Income
|
|
|
|
|
|
Sales
|
$
150,000
|
|
$
190,982
|
|
$
418,749
|
Research
fees
|
-
|
|
-
|
|
188,382
|
Total
income
|
150,000
|
|
190,982
|
|
607,131
|
|
|
|
|
|
|
Cost
of sales
|
-
|
|
-
|
|
(30,352)
|
|
|
|
|
|
|
Gross
profit
|
150,000
|
|
190,982
|
|
576,779
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Other
compensation
|
-
|
|
-
|
|
3,283,009
|
Consulting
|
444,420
|
|
1,952,040
|
|
4,583,837
|
General
and administrative expenses
|
739,529
|
|
973,376
|
|
3,507,619
|
Payroll
expenses
|
306,890
|
|
469,864
|
|
1,869,269
|
Depreciation
|
77,014
|
|
98,118
|
|
403,116
|
Settlement
expense
|
25,132
|
|
-
|
|
82,625
|
Lab
expenses
|
39,592
|
|
53,618
|
|
294,517
|
Total
expenses
|
1,632,577
|
|
3,547,017
|
|
14,079,706
|
|
|
|
|
|
|
Loss
from operations
|
(1,482,577)
|
|
(3,356,034)
|
|
(13,502,927)
|
|
|
|
|
|
|
Other
income (expenses)
|
|
|
|
|
|
Beneficial
conversion expense
|
-
|
|
(367,397)
|
|
(1,987,991)
|
Interest
expense
|
-
|
|
(2,324)
|
|
(46,758)
|
Gain
on
settlements
|
-
|
|
58,203
|
|
58,203
|
Other
income (expenses), net
|
6
|
|
42,069
|
|
33,575
|
|
|
|
|
|
|
Net
loss
|
$
(1,482,571)
|
|
$
(3,625,482)
|
|
$
(15,567,963)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
per common share
|
$
(0.065)
|
|
$
(0.17)
|
|
|
Diluted
Weight Average
|
22,923,273
|
|
20,978,467
|
|
|
Weight
Average
|
22,923,273
|
|
20,978,467
|
|
|
Diluted
Per Share
|
$
(0.065)
|
|
$
(0.17)
|
|
|
|
|
|
|
|
|
|
|
|
Development
|
|
|
|
|
|
|
|
|
|
|
Stage
|
|
|
Preferred
Stock A
|
|
Preferred
Stock B
|
|
Common
Stock
|
|
Paid
in
|
Subscription
|
Accumulated
|
|
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Agreement
|
Deficit
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2003
|
-
|
$
-
|
-
|
$
-
|
4,743,002
|
$
4,743
|
$
3,890,811
|
$
-
|
$
(4,671,534)
|
$
(775,980)
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued in exchange for convertible notes payable
|
|
|
|
|
1,434,409
|
1,434
|
1,103,179
|
|
|
1,104,613
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for consulting and legal services
|
|
|
|
|
698,805
|
699
|
1,126,164
|
|
|
1,126,863
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
|
|
|
|
|
|
1,301,373
|
|
|
1,301,373
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to founder for completion of reverse merger
|
|
|
|
|
7,725,000
|
7,725
|
(7,725)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to founder for compensation
|
|
|
|
|
1,473,339
|
1,474
|
2,117,535
|
|
|
2,119,009
|
|
|
|
|
|
|
|
|
|
|
|
Warrants
exercised
|
|
|
|
|
2,382,979
|
2,383
|
235,915
|
|
|
238,298
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to officer
|
|
|
|
|
100,000
|
100
|
129,900
|
|
|
130,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for cash and subscription agreement
|
|
|
|
|
175,000
|
175
|
249,825
|
$
(100,040)
|
|
149,960
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year 2004
|
|
|
|
|
|
|
|
|
$
(5,742,037)
|
(5,742,037)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2004
|
-
|
$
-
|
-
|
$
-
|
18,732,534
|
$
18,733
|
$
10,146,977
|
$
(100,040)
|
(10,413,571)
|
(347,901)
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued in exchange for convertible notes payable
|
|
|
|
|
19,000
|
19
|
18,981
|
|
|
19,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for consulting services
|
|
|
|
|
2,050,000
|
2,050
|
1,965,952
|
|
|
1,968,002
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to officers
|
|
|
|
|
90,000
|
90
|
73,260
|
|
|
73,350
|
|
|
|
|
|
|
|
|
|
|
|
Cancillation
of
Previously issued consulting shares
|
|
|
|
|
(15,204)
|
(15)
|
(15,945)
|
|
|
(15,960)
|
|
|
|
|
|
|
|
|
|
|
|
Beneficial
conversion feature
|
|
|
|
|
|
|
367,397
|
|
|
367,397
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
stock
issued
|
11,000
|
11
|
|
|
|
|
1,099,989
|
|
|
1,100,000
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
dividends paid
|
|
|
|
|
|
|
|
|
(46,338)
|
(46,338)
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase
of
Common stock
|
|
|
|
|
(1,400)
|
(1)
|
(1,609)
|
|
|
(1,610)
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued upon conversion of Preferred Shares
|
(1,400)
|
(1)
|
|
|
318,182
|
318
|
(317)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
Paid in capital- related party - note payment
|
|
|
|
|
|
|
20,000
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to employees
|
|
|
|
|
15,000
|
15
|
12,285
|
|
|
12,300
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued upon conversion of Preferred Shares
|
(5,000)
|
(5)
|
|
|
1,086,957
|
1,087
|
(1,082)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Satisfaction
of
Subscription Receivable
|
|
|
|
|
|
|
|
100,040
|
|
100,040
|
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the year 2005
|
|
|
|
|
|
|
|
|
(3,625,483)
|
(3,625,483)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2005
|
4,600
|
$
5
|
|
|
22,295,069
|
$
22,296
|
$
13,685,888
|
$
-
|
$(14,085,392)
|
(377,203)
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to officers in lieu of salary
|
|
|
|
|
90,000
|
$
90
|
$
12,510
|
|
|
12600
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to replace cancelled
certificate-settlement
|
|
|
|
|
40,000
|
$
40
|
$
7,160
|
|
|
7200
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for consulting services
|
|
|
|
|
700,000
|
700
|
87,300
|
|
|
88,000
|
|
|
|
|
|
|
|
|
|
|
|
Share
sold to officer
|
|
|
1,500,000
|
1,500
|
|
|
58,500
|
|
|
60,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for consulting services
|
|
|
|
|
5,796,667
|
5,797
|
326,003
|
|
|
331,800
|
|
|
|
|
|
|
|
|
|
|
|
Share
sold to officer
|
|
|
750,000
|
750
|
|
|
29,250
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for
Settlement
|
|
|
|
|
600,000
|
600
|
35,400
|
|
|
36,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued to officers in lieu of accrued salary
|
|
|
|
|
1,600,000
|
1,600
|
114,400
|
|
|
116,000
|
|
|
|
|
|
|
|
|
|
|
|
Shares
issued for consulting services
|
|
|
|
|
4,353,000
|
4,353
|
150,017
|
|
|
154,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Loss December 31, 2006
|
|
|
|
|
|
|
|
|
(1,482,571)
|
(1,482,571)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
December 31, 2006
|
4,600
|
$
5
|
2,250,000
|
$
2,250
|
35,474,736
|
$
35,476
|
$
14,506,428
|
$
-
|
$(15,567,963)
|
$(1,023,804)
|
|
|
|
|
|
For
the period from
|
|
Year
End December 31,
|
|
|
|
October
5, 1998
|
|
|
|
|
|
(inception)
to
|
|
2006
|
|
2005
|
|
December
31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
|
|
Net
loss
|
$
(1,482,571)
|
|
$
(3,625,483)
|
|
$
(15,567,963)
|
|
|
|
|
|
|
Adjustments
to reconcile net loss to net
|
|
|
|
|
|
cash
provided by (used in) operating activities:
|
|
|
|
|
|
Depreciation
and amortization
|
77,014
|
|
98,118
|
|
$
364,413
|
Bad
Debt Expense
|
90,000
|
|
|
|
$
90,000
|
Compensation
in
exchange for common stock
|
629,970
|
|
2,037,692
|
|
$
8,322,662
|
Beneficial
conversion feature
|
|
|
367,397
|
|
$
1,987,990
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
(Increase)
Decrease in:
|
|
|
|
|
|
Accounts
receivable
|
(90,990)
|
|
(5,581)
|
|
$
(96,800)
|
Accounts
receivable Related Parties
|
(17,390)
|
|
|
|
$
(17,390)
|
Inventory
|
-
|
|
-
|
|
$
-
|
Prepaid
expenses
|
8,661
|
|
38,227
|
|
$
(1,890)
|
Other
assets
|
9,736
|
|
(9,736)
|
|
$
5,278
|
Increase
in
accounts payable
|
|
|
|
|
|
and
accrued liabilites
|
533,669
|
|
45,567
|
|
$
1,418,411
|
|
|
|
|
|
|
Total
adjustments
|
1,240,670
|
|
2,571,684
|
|
12,072,674
|
|
|
|
|
|
|
Net
cash used in operating activities
|
(241,901)
|
|
(1,053,799)
|
|
(3,495,289)
|
|
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
|
|
Cash
payments for the purchase of property
|
-
|
|
(107,674)
|
|
(299,072)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
|
|
Bank
overdraft
|
|
|
(338)
|
|
-
|
Capital
contributed as equipment
|
|
|
|
|
272,376
|
Principal
payments on notes & leases payable
|
|
|
|
|
(240,119)
|
Payment
of lease payable
|
(2,311)
|
|
(16,155)
|
|
143,325
|
Proceeds
from issuance of stock
|
90,000
|
|
1,100,000
|
|
1,893,882
|
Proceeds
from loans payable
|
152,777
|
|
7,543
|
|
1,651,370
|
Proceeds
from Subscription Recievable
|
-
|
|
100,040
|
|
100,040
|
Repurchase
of Common Stock
|
-
|
|
(1,610)
|
|
(1,610)
|
Reciept
of APIC
|
-
|
|
20,000
|
|
20,000
|
Payment
of Perfered Dividends
|
-
|
|
(46,338)
|
|
(46,338)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by
financing activities
|
240,466
|
|
1,163,142
|
|
3,792,926
|
|
|
|
|
|
|
Net
increase (decrease) in cash
|
(1,435)
|
|
1,669
|
|
(1,435)
|
|
|
|
|
|
|
Cash,
beginning of year
|
1,669
|
|
-
|
|
1,669
|
|
|
|
|
|
|
Cash,
end of year
|
$
234
|
|
$
1,669
|
|
$
234
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash flow information:
|
|
|
|
|
|
Cash
paid during the period for interest expense
|
$
936
|
|
$
2,324
|
|
$
47,694
|
Cash
paid during the period for Taxes
|
$
-
|
|
$
80,522
|
|
$
80,522
|
Annual
Compensation
|
Long-Term
Compensation
|
||||||||
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
All
Other Annual Compensation (3)
|
Restricted
Stock Awards
($)
|
Securities
Underlying Options/ SARS (#)
|
All
Other Compensation ($)
|
||
Antonio
Milici M.D. PhD., Chief Executive Officer
|
2006
2005
2004
2003
|
$144,000
$144,000
$144,000(1)
$144,000
(2)
|
--
--
--
|
--
--
--
|
--
--
--
|
300,000
(4)
--
--
|
--
--
--
|
||
Individual
Grants
|
||||
Name
|
Number
of Securities Underlying Options Granted (#)
|
Percentage
of Total Options Granted to Employees in Fiscal
2004(1)
|
Exercise
Price
($/Sh)
|
Expiration
Date
|
Antonio
Milici
|
0
|
0
|
0
|
0
|
Name
|
Shares
Acquired on Exercise (#)
|
Value
Realized ($)
|
Number
of Securities Underlying
Unexercised Options
at FY-End (#)(1)
|
Value
of Unexercised
In-the-Money
Options
at
December 31, 2004 ($)(2)
|
|||||||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
||||||||
Antonio
Milici
|
—
|
—
|
300,000
|
$0
|
Name
of Beneficial Owner
|
Number
of Shares Beneficially Owned (1)
|
Percent
of Class (1)
|
Five
Percent Shareholders:
|
||
Directors
and Executive Officers:
|
||
Dr.
Antonio Milici (3)
|
10,068,339
|
41.4%
|
Tannya
L Irizarry
|
750,000
|
3.1%
|
All
Directors and Executive Officers as a Group (2 persons) :
|
11,793,339
|
44.5%
|
Exhibit
|
Description
of Document
|
3.1
|
Articles
of Incorporation of GeneThera, Inc., as amended. (6)
|
3.2
|
Bylaws,
as amended. (2)
|
10.1
|
Form
of Common Stock Purchase Agreement among GeneThera, Inc. and various
original holders of the common stock of GeneThera, Inc.
(1)
|
10.2
|
Form
of Letter Agreement between GeneThera, Inc. and various original
holders
of the Common Stock of GeneThera, Inc. (2)
|
10.3
|
Employment
Agreement, dated as of January 23, 2002, between Antonio Milici,
M.D.,
Ph.D. and GeneThera, Inc. (2)
|
10.4
|
Letter
of Intent, dated November 6, 2003, between Oncology Sciences Corporation
and GeneThera, Inc. (3)
|
10.5
|
Placement
Agent Agreement, dated as of May 31, 2004, between Invest Linc Securities,
LLC and GeneThera, Inc. (4)
|
10.6
|
Letter
Agreement, dated November 22, 2003, between NVO Solutions, Inc. and
GeneThera, Inc. (4)
|
10.7
|
Resolution
Agreement, dated August 2004, by and among, John Taggart, Family
Health
News, Inc. and GeneThera, Inc. (4)
|
10.8
|
GeneThera,
Inc. 2004 Employee, Director and Consultant Stock Option Plan.
(6)
|
10.9
|
GeneThera,
Inc. 2004 Senior Executive Officer Option Plan. (6)
|
10.10
|
Subscription
Agreement, dated as of January 18, 2005, by and between GeneThera,
Inc.,
Mercator Advisory Group, LLC, Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP and Monarch Pointe Fund, Ltd. (5)
|
10.11
|
Registration
Rights Agreement, dated as of January 18, 2005, by and between GeneThera,
Inc., Mercator Advisory Group, LLC, Mercator Momentum Fund, LP, Mercator
Momentum Fund III, LP and Monarch Pointe Fund, Ltd. (5)
|
10.12
|
Warrant
to Purchase Common Stock issued to Mercator Advisory Group, LLC.
(5)
|
10.13
|
Warrant
to Purchase Common Stock issued to Mercator Momentum Fund, LP.
(5)
|
10.14
|
Warrant
to Purchase Common Stock issued to Mercator Momentum Fund III, LP.
(5)
|
10.15
|
Warrant
to Purchase Common Stock issued to Monarch Pointe Fund, Ltd.
(5)
|
10.16
|
Industrial
Multi-Tenant Lease, dated December 4, 2001, between Youngfield Plaza
LLC
and GeneThera, Inc. (4)
|
10.17
|
Amendment
to Industrial Multi-Tenant Lease, dated December 12, 2004, between
Youngfield Plaza LLC and GeneThera, Inc. (6)
|
10.18
|
Strategic
Alliance Agreement, dated November 1, 2004, between G. Gekko Enterprises
and GeneThera, Inc. (6)
|
10.19
|
Securities
Purchase Agreement, dated November 8, 2004, between G. Gekko Enterprises
and GeneThera, Inc. (6)
|
10.20
|
Letter
Agreement, dated March 1, 2005, between 0711005 B.C. Ltd and GeneThera,
Inc. (6)
|
10.21
|
Mutual
Release and Settlement Agreement, dated March 1, 2005, between J.P.
Turner
& Company, L.L.C. and GeneThera, Inc. (6)
|
21.1
|
List
of Subsidiaries. (6)
|
31.1
|
Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
of
the Exchange Act
|
31.2
|
Certification
of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
of
the Exchange Act
|
32.1
|
Certificate
of Chief Executive Officer furnished pursuant to Rule 13a-14(b) of
the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350)
|
32.2
|
Certificate
of Chief Financial Officer furnished pursuant to Rule 13a-14(b) of
the
Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350)
|
99.1
|
Curriculum
Vitae. (4)
|