10-Q/A
Nevada 65-0622463
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
7577 W. 103rd Ave. Suite 212, Westminster, CO80021
(Address of principal executive offices) (Zip Code)
Nevada | 65-0622463 | |
(State or Other Jurisdiction of | (I.R.S. Employer | |
Incorporation or Organization) | Identification Number) |
7577 W. 103rd Ave. Suite 212, Westminster, CO | 80021 | |
(Address of principal executive offices) | (Zip Code) |
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oAccelerated filer [ ]
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oSmaller reporting company [x]
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1
ASSETS | March 31, 2013 | December 31, 2012 |
Current assets | ||
Cash | $ 1,121 | $ 1,055 |
Receivable-related party | - | 5,718 |
Total current assets | 1,121 | 6,773 |
Property and equipment | ||
Office and laboratory equipment and leasehold improvements | 813,923 | 812,333 |
Less: Accumulated depreciation | (770,821) | (765,525) |
Total property and equipment, net | 43,102 | 46,808 |
Other assets | 7,000 | 7,000 |
TOTAL ASSETS | $ 51,223 | $ 60,581 |
LIABILITIES & STOCKHOLDERS' DEFICIT | ||
Current liabilities |
|
|
Accounts payable | $ 1,114,258 | $ 1,035,436 |
Accounts payable-related party | 178,461 | 173,573 |
Accrued expenses | 1,973,572 | 1,877,547 |
Notes payable | 10,800 | 10,800 |
Convertible notes payable | 882,716 | 882,716 |
Loan from shareholder | 645,271 | 645,271 |
Total liabilities | 4,805,078 | 4,625,343 |
Stockholders' deficit: |
|
|
Series A preferred stock, par value $0.001 per share, 20,000,000 | ||
shares authorized, 4,600 shares shares issued and outstanding |
|
|
as of March 31, 2013 and December 31, 2012, respectively | 5 | 5 |
Series B preferred stock, par value $0.001 per share, 30,000,000 |
|
|
shares authorized, 15,410,000 shares issued and outstanding | ||
as of March 31, 2013 and December 31, 2012, respectively | 15,410 | 15,410 |
Common stock, par value $0.001 per share, 300,000,000 | ||
shares authorized, 26,960,596 and 25,960,596 shares issued and |
|
|
outstanding as of March 31, 2013 and December 31, 2012, respectively | 26,960 | 25,960 |
Additional paid-in capital | 17,842,532 | 17,743,332 |
Deficit accumulated during the development stage | (22,632,724) | (22,346,418) |
Total stockholders' deficit of Genethera, Inc. | (4,747,817) | (4,561,711) |
Non-controlling interest | (6,038) | (3,051) |
Total stockholders’ deficit | (4,753,855) | (4,564,762) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ 51,223 | $ 60,581 |
ASSETS | June 30, 2013 | December 31, 2012 | ||||||
Current assets | ||||||||
Cash | $ | 928 | $ | 1,055 | ||||
Receivable-related party | - | 5,718 | ||||||
Total current assets | 928 | 6,773 | ||||||
Property and equipment | ||||||||
Office and laboratory equipment and leasehold improvements | 813,923 | 812,333 | ||||||
Less: Accumulated depreciation | (774,235 | ) | (765,525 | ) | ||||
Total property and equipment, net | 39,688 | 46,808 | ||||||
Other assets | 7,000 | 7,000 | ||||||
TOTAL ASSETS | $ | 47,616 | $ | 60,581 | ||||
LIABILITIES & STOCKHOLDERS' DEFICIT | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | 1,161,393 | $ | 1,035,436 | ||||
Accounts payable-related party | 283,438 | 173,573 | ||||||
Accrued expenses | 2,069,572 | 1,877,547 | ||||||
Notes payable | 10,800 | 10,800 | ||||||
Convertible notes payable | 880,162 | 882,716 | ||||||
Loan from shareholder | 645,271 | 645,271 | ||||||
Total liabilities | 5,050,636 | 4,625,343 | ||||||
Stockholders' deficit: | ||||||||
Series A preferred stock, par value $0.001 per share, 20,000,000 | ||||||||
shares authorized, 4,600 shares and 4,600 shares issued and outstanding | ||||||||
as of June 30, 2013 and December 31, 2012, respectively | 5 | 5 | ||||||
Series B preferred stock, par value $0.001 per share, 30,000,000 | ||||||||
shares authorized, 15,410,000 and 6,320,000 shares issued and outstanding | ||||||||
as of June 30, 2013 and December 31, 2012, respectively | 15,410 | 15,410 | ||||||
Common stock, par value $0.001 per share, 300,000,000 | ||||||||
shares authorized, 27,643,851 and 25,960,596 shares issued and | ||||||||
outstanding as of June 30, 2013 and December 31, 2012, respectively | 27,644 | 25,960 | ||||||
Additional paid-in capital | 17,872,179 | 17,743,332 | ||||||
Deficit accumulated during the development stage | (22,912,220 | ) | (22,346,418 | ) | ||||
Total stockholders' deficit of Genethera, Inc. | (4,996,982 | ) | (4,561,711 | ) | ||||
Non-controlling interest | (6,038 | ) | (3,051 | ) | ||||
Total stockholders’ deficit | (5,003,020 | ) | (4,564,762 | ) | ||||
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | $ | 47,616 | $ | 60,581 |
Three Months Ended | ||
March 31, | ||
2013 | 2012 | |
Expenses | ||
General and administrative expenses | $ 160,013 | $ 206,820 |
Payroll expenses | 96,000 | 271,265 |
Depreciation | 4,863 | 2,169 |
Laboratory expenses | 17,736 | 34,863 |
Total operating expenses | 278,612 | 515,117 |
Loss from operations | 278,612 | 515,117 |
Other expenses | ||
Interest expense | - | 1,072 |
Foreign exchange loss | 10,681 | 1,962 |
Total other expense | 10,681 | 3,034 |
Net loss | $ 289,293 | $ 518,151 |
Net loss attributable to non-controlling interest | $ (2,987) | $ (3,830) |
Net loss attributable to Genethera, Inc. | $ 286,306 | $ 514,321 |
Loss per common share - Basic and diluted | $ (0.01) | $ (0.02) |
Weighted average common shares outstanding - | ||
Basic and diluted | 26,805,040 | 24,864,442 |
3 Months Ended | 6 Months Ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Expenses | ||||||||||||||||
General and administrative expenses | 179,649 | 196,502 | 339,662 | 403,322 | ||||||||||||
Payroll expenses | 96,000 | 96,000 | 192,000 | 367,265 | ||||||||||||
Depreciation | 3,847 | 2,118 | 8,710 | 4,287 | ||||||||||||
Laboratory expenses | - | 42,958 | 17,736 | 77,821 | ||||||||||||
Total operating expenses | 279,496 | 337,578 | 558,108 | 852,695 | ||||||||||||
Loss from operations | 279,496 | 337,578 | 558,108 | 852,695 | ||||||||||||
Other expenses | ||||||||||||||||
Interest expense | - | - | - | 1,072 | ||||||||||||
Foreign exchange loss | - | 10,681 | - | |||||||||||||
Total other expense | - | - | 10,681 | 1,072 | ||||||||||||
Net loss | (279,496 | ) | (337,578 | ) | $ | (568,789 | ) | $ | (853,767 | ) | ||||||
Net loss attributable to non-controlling interest | - | 4,301 | $ | 2,987 | $ | 8,131 | ||||||||||
Net loss attributable to Genethera, Inc. | (279,496 | ) | (333,277 | ) | $ | (565,802 | ) | $ | (845,636 | ) | ||||||
Loss per common share - Basic and diluted | (0.01 | ) | (0.01 | ) | $ | (0.02 | ) | $ | (0.03 | ) | ||||||
Weighted average common shares outstanding - | ||||||||||||||||
Basic and diluted | 27,124,087 | 24,960,596 | 26,965,445 | 24,912,519 |
| Three Months Ended | |
March 31, | ||
| 2013 | 2012 |
Cash flows from operating activities | ||
Net loss | $ (289,293) | $ (518,151) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 100,000 | - |
Depreciation and amortization | 4,863 | 2,329 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | - | - |
Accounts receivable - related parties | 5,718 | 3,765 |
Accounts payable - related parties | 4,888 | 5,187 |
Accounts payable and accrued expenses | 175,280 | 316,534 |
Net cash used in operating activities | 1,456 | (190,336) |
Cash flows from financing activities | ||
Proceeds from issuance of stock | 200 | 25,000 |
Proceeds from convertible notes | 172,109 | |
Net cash provided by financing activities | 200 | 197,109 |
Net effect of exchange rates change | (1,590) | 507 |
Net increase in cash | 66 | 7,280 |
Cash at the beginning of the year | 1,055 | 1,436 |
Cash at the end of the year | $ 1,121 | $ 8,716 |
Six Months Ended | ||||||||
June 30, | ||||||||
2013 | 2012 | |||||||
Cash flows from operating activities | ||||||||
Net loss | $ | (568,789 | ) | $ | (853,767 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 8,710 | 4,328 | ||||||
Shares issued for services | 127,777 | - | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable - related parties | 5,718 | 3,499 | ||||||
Accounts payable - related parties | - | (361 | ) | |||||
Accounts payable and accrued expenses | 317,982 | 496,275 | ||||||
Net cash used in operating activities | (108,602 | ) | (350,026 | ) | ||||
Cash flows from investing activities | ||||||||
Cash paid for purchase of property and equipment | - | (44,093 | ) | |||||
Net cash used in investing activities | - | (44,093 | ) | |||||
Cash flows from financing activities | ||||||||
Proceeds from issuance of stock | 200 | 25,000 | ||||||
Net advances from related parties | 109,865 | - | ||||||
Proceeds from convertible notes | 393,626 | |||||||
Net cash provided by financing activities | 110,065 | 418,626 | ||||||
Net effect of exchange rates change | (1,590 | ) | (12,936 | ) | ||||
Net increase in cash | (127 | ) | 11,571 | |||||
Cash at the beginning of the year | 1,055 | 1,436 | ||||||
Cash at the end of the year | 928 | 13,007 | ||||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | - | ||||
Cash paid for income taxes | $ | - | $ | - | ||||
Non-cash investing and financing transactions: | ||||||||
Equipment purchased on account | - | 356,219 | ||||||
Shares issued convertible notes payable | 2,554 | - |
(“(“Applied Genetics”Genetics”), (collectively “GeneThera”“GeneThera” or the “Company”“Company”). On January 3, 2012, the Company obtained, at no additional cost to the Company, 40% of the shares of Applied Genetics in addition to 50% of the shares already owned by the Company.Company’sCompany’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ending December 31, 2012, as reported in Form 10-K, have been omitted.
March 31,June 30, 2013, the Company owns 90%.March 31,June 30, 2013. These conditions raise substantial doubt as to GeneThera’sGeneThera’s ability to continue as a going concern. Management’sManagement’s plan with regard to these matters includes raising working capital and significant assets and resources to assure GeneThera’sGeneThera’s viability, through private or public equity offerings, and/or debt financing, and/or through the acquisition of new business or private ventures. The financial statements do not include any adjustments that might be necessary if GeneThera is unable to continue as a going concern.5
March 31,June 30, 2013 and December 31, 2012. ThisAdditionally, the Company has an outstanding loan payable to Tannya L Irizarry, its Chief Financial Officer and shareholder, amounting to $80,000 as of June 30, 2013. These outstanding loans to the Company isare unsecured and non-interest bearing.$178,461$203,438 and $173,573 as of March 31,June 30, 2013 and December 31, 2012, respectively. The total is non-interest bearing and due on demand.
SHAREHOLDER’S DEFICIT
JUNE 30, 2012
7
$22,912,220.
June 30, 2013.
9
10
None.
Exhibit Number | Description of Exhibit | |
10.1* | Employment Agreement with Antonio Milici (CEO) | |
10.2* | Employment Agreement with Tannya L. Irizarry (CFO) | |
10.3(1) | Marketing and Sales Agreement with Nutrición Avanzada | |
10.4* | Agreement with National University Autonomous of Mexico | |
31.1* | Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2* | Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2* | Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS*(#) | XBRL Instance Document | |
101.SCH*(#) | XBRL Schema Document | |
101.CAL*(#) | XBRL Calculation Linkbase Document | |
101.DEF*(#) | XBRL Definition Linkbase Document | |
101.LAB*(#) | XBRL Label Linkbase Document | |
101.PRE*(#) | XBRL Presentation Linkbase Document |
11
Signatures
GENETHERA, INC. | |||
September 5, 2013 | By: | /s/ Antonio Milici | |
Name: Antonio Milici | |||
Title: President and Chief Executive Officer (Principal Executive Officer) | |||
GENETHERA, INC.By: s/ Antonio Milici
Name: Antonio MiliciTitle: President and Chief Executive Officer (Principal Executive Officer)
May 20, 2013