Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 26, 2015 | Jun. 30, 2013 | |
Document And Entity Information | |||
Entity Registrant Name | Genethera Inc | ||
Entity Central Index Key | 1017110 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | No | ||
Entity Filer Category | Smaller Reporting Accelerated Filer | ||
Entity Public Float | $23,711 | ||
Entity Common Stock, Shares Outstanding | 34,988,149 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2015 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS | ||
Cash | $94 | $1,331 |
Receivable - related party | 15,330 | 15,000 |
Total current assets | 15,424 | 16,331 |
PROPERTY AND EQUIPMENT, NET | 12,762 | |
OTHER ASSETS | ||
Deposits | 7,000 | |
TOTAL ASSETS | 15,424 | 36,093 |
CURRENT LIABILITIES | ||
Accounts payable | 1,245,105 | 1,191,148 |
Accounts payable - related party | 271,858 | 314,652 |
Accrued liabilities | 2,630,069 | 2,261,572 |
Notes payable | 10,800 | 10,800 |
Convertible notes payable | 951,161 | 895,162 |
Loan from stockholder | 645,271 | 645,271 |
Total current liabilities | 5,754,264 | 5,318,605 |
COMMITMENTS & CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Series A preferred stock: par value $0.001 per share, 20,000,000 shares authorized, 4,600 and 4,600 shares issued and outstanding at December 31, 2014 and 2013, Series B preferred stock: par value $0.001 per share, 30,000,000 shares authorized, 15,410,000 and 15,410,000 shares issued and outstanding at December 31, 2014 and 2013 | 15,415 | 15,415 |
Common stock: par value $0.001 per share, 300,000,000 shares authorized, 34,473,056 and 31,481,590 shares issued and outstanding at December 31, 2014 and 2013 | 34,473 | 31,481 |
Paid-in capital | 18,160,622 | 18,073,871 |
Accumulated deficit | -23,949,350 | -23,403,279 |
Total stockholder's deficit | -5,738,840 | -5,282,512 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 15,424 | 36,093 |
Series A Preferred | ||
STOCKHOLDERS' DEFICIT | ||
Series A preferred stock: par value $0.001 per share, 20,000,000 shares authorized, 4,600 and 4,600 shares issued and outstanding at December 31, 2014 and 2013, Series B preferred stock: par value $0.001 per share, 30,000,000 shares authorized, 15,410,000 and 15,410,000 shares issued and outstanding at December 31, 2014 and 2013 | 5 | 5 |
Series B Preferred | ||
STOCKHOLDERS' DEFICIT | ||
Series A preferred stock: par value $0.001 per share, 20,000,000 shares authorized, 4,600 and 4,600 shares issued and outstanding at December 31, 2014 and 2013, Series B preferred stock: par value $0.001 per share, 30,000,000 shares authorized, 15,410,000 and 15,410,000 shares issued and outstanding at December 31, 2014 and 2013 | $15,410 | $15,410 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common Stock, Par Value | $0.00 | $0.00 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 34,473,056 | 34,473,056 |
Common Stock, Shares Outstanding | 31,481,590 | 31,481,590 |
Series A Preferred | ||
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 4,600 | 4,600 |
Preferred Stock, Shares Outstanding | 4,600 | 4,600 |
Series B Preferred | ||
Preferred Stock, Par Value | $0.00 | $0.00 |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, Shares Issued | 15,410,000 | 15,410,000 |
Preferred Stock, Shares Outstanding | 15,410,000 | 15,410,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING EXPENSES | ||
General and administrative | $211,843 | $682,686 |
Payroll expenses | 384,000 | 384,000 |
Laboratory expenses | 17,736 | |
Depreciation | 12,762 | 15,538 |
LOSS FROM OPERATIONS | 608,605 | 1,099,960 |
OTHER INCOME (EXPENSE) | ||
Gain on disposal of assets | 50,793 | |
Interest expense | -4,335 | |
Gain on extinguishment of debt | 66,869 | |
Foreign exchange loss | -10,681 | |
Total other income (expense) | 62,534 | 40,112 |
NET LOSS | -546,071 | -1,059,848 |
Net loss attributable to non-controlling interest | -2,987 | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDER | ($546,071) | ($1,056,861) |
Earnings Per Share, Basic | ($0.02) | ($0.04) |
Weighted Average Number of Shares Outstanding, Basic | 32,802,249 | 28,825,496 |
Earnings Per Share, Diluted | ($0.02) | ($0.04) |
Weighted Average Number of Shares Outstanding, Diluted | 32,802,249 | 28,825,496 |
Consolidated_Statements_Of_Sha
Consolidated Statements Of Shareholders Equity (USD $) | Series A Preferred Stock | Series B Preferred | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Noncontrolling Interest | Total |
Beginning Balance, Value at Dec. 31, 2012 | $5 | $15,410 | $25,960 | $17,743,332 | ($22,346,418) | ($3,051) | ($4,564,762) |
Beginning Balance, Shares at Dec. 31, 2012 | 4,600 | 15,410,000 | 25,960,596 | ||||
Issuance of common stock for cash, Shares | 1,000,000 | ||||||
Issuance of common stock for cash, Value | 1,000 | -800 | 200 | ||||
Shares issued for debt, Shares | 127,700 | ||||||
Shares issued for debt, Value | 128 | 2,426 | 2,554 | ||||
Shares issued for services, Shares | 4,393,294 | ||||||
Shares issued for services, Value | 4,393 | 326,413 | 330,806 | ||||
Beneficial conversion feature | 2,500 | 2,500 | |||||
Write off non-controlling interest | 6,038 | 6,038 | |||||
Net loss | -1,056,861 | -2,987 | -1,059,848 | ||||
Ending Balance, Value at Dec. 31, 2013 | 5 | 15,410 | 34,473 | 18,160,622 | -23,976,350 | -5,765,840 | |
Ending Balance, Shares at Dec. 31, 2013 | 4,600 | 15,410,000 | 34,473,056 | ||||
Shares issued for debt, Shares | 2,791,466 | ||||||
Shares issued for debt, Value | 2,792 | 80,951 | 83,743 | ||||
Shares issued for services, Shares | 200,000 | 6,000 | |||||
Shares issued for services, Value | 200 | 5,800 | 6,000 | ||||
Net loss | -546,071 | -546,071 | |||||
Ending Balance, Value at Dec. 31, 2014 | $5 | $15,410 | $34,473 | $18,160,622 | ($23,949,350) | ($5,765,840) | |
Ending Balance, Shares at Dec. 31, 2014 | 4,600 | 15,410,000 | 34,473,056 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | ($546,071) | ($1,059,848) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation | 333,306 | |
Depreciation | 12,762 | 15,538 |
Shares issued for services | 6,000 | |
Gain on disposal of assets | -50,793 | |
Changes in operating assets and liabilities: | ||
Accounts receivable - related parties | -330 | -2,827 |
Accounts payable and accrued expenses | 395,696 | 625,936 |
Prepaids and other assets | 7,000 | |
Net cash from operating activities | -124,943 | -138,688 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used in Mexico subsidiary | -725 | |
Net cash from investing activities | -725 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of stock | 200 | |
Net advance from related parties | 123,706 | 141,079 |
Net cash from financing activities | 123,706 | 141,279 |
NET EFFECT OF EXCHANGE RATES CHANGE | -1,590 | |
CHANGE IN CASH | -1,237 | 276 |
CASH, beginning of year | 1,331 | 1,055 |
CASH, end of year | 94 | 1,331 |
Noncash transactions: | ||
Convertible note proceeds received by related party | 139,500 | |
Conversion of convertible notes payable to common stock | $83,743 |
Organization_and_Significant_A
Organization and Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Organization and Significant Accounting Policies | NOTE 1 – Organization AND significant accounting policies | ||
Organization and Nature of Operations | |||
The consolidated financial statements include GeneThera, Inc. and its wholly owned subsidiary GeneThera, Inc. (Colorado) (collectively “GeneThera” or the “Company”). In addition, the Company had a 90% ownership (increased from 50% on January 2, 2012) in Applied Genetics S.A. de C.V. (“Applied Genetics”), a Mexico company formed in 2007 that had no business activities until 2012, and was shut down in 2013. | |||
GeneThera is a biotechnology company that develops molecular assays for the detection of food contaminating pathogens, veterinary diseases and genetically modified organisms. | |||
Use of Estimates | |||
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | |||
Cash equivalents are highly liquid investments with an original maturity of three months or less. | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of the Company and its 100% owned subsidiary. All intercompany transactions and balances have been eliminated in the accompanying financial statements. | |||
The 2013 statement of operations includes our interest in a Mexican subsidiary of which we were the primary beneficiary. Our Mexican subsidiary was shut down due to lack of funding in 2013 and all its assets were abandoned. The shut down was not deemed to be a discontinued operation and was not accounted for as such. The losses on abandonment were immaterial to our financial statements. | |||
Property and Equipment | |||
Property and equipment consists primarily of office and laboratory equipment and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from five to seven years. | |||
The Company’s property and equipment at December 31, 2014 and 2013 consisted of furniture, lab equipment, and computer software. Depreciation expense was $12,762 and $15,538 for the years ended December 31, 2014 and 2013, respectively. Expenditures for repairs and maintenance are expensed as incurred. | |||
Property and Equipment: | 31-Dec-14 | 31-Dec-13 | |
Furniture & Fixtures | 1,465 | 1,465 | |
Machinery & Equipment | 775,864 | 775,864 | |
Software | 7,000 | 7,000 | |
Less: Accumulated Depreciation | -784,329 | -771,567 | |
Property and Equipment, net | — | 12,762 | |
Impairment of Long-lived Assets | |||
The Company reviews the recoverability of its long-lived assets to determine whether events or changes in circumstances occurred that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. | |||
Revenue Recognition | |||
Research and development contracts are on a pre-paid basis in order to reflect milestones during research investigation. Revenues are recognized when services are completed. There was no operating revenue during 2014 or 2013. | |||
Stock-Based Compensation | |||
Stock-based compensation is accounted for under FASB ASC Topic No. 718 – Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services. | |||
Income Taxes | |||
Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. | |||
Basic and Diluted Net Loss per Common Share | |||
Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 – Earnings per Share, and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted net loss per share calculations includes the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the absence of common stock equivalents. | |||
Fair Value of Financial Instruments | |||
The carrying value of cash, accounts payable and accrued expenses approximates fair value due to the short term nature of these accounts. | |||
Recently Issued Accounting Pronouncements | |||
The Financial Standards Accounting Board (FASB) has recently issued several pronouncements that may affect the Company’s financial reporting: | |||
· | In June 2014, the FASB issued guidance which eliminates the concept of a development stage entity and the associated incremental reporting requirements; the guidance will be effective for the Company for the annual reporting period beginning after December 15, 2014 and interim periods thereafter, with early application permitted. | ||
· | In August 2014, the FASB issued guidance intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern; the guidance will be effective for the Company for the annual reporting period beginning after December 15, 2014 and for annual and interim periods thereafter, with early application permitted. | ||
· | In February 2015, the FASB issued guidance modifying the requirement to consolidate certain types of entities; the guidance will be effective for the Company for the fiscal year beginning after December 15, 2015, and for interim periods within that year, with early adoption permitted. | ||
· | In April 2015, the FASB issued guidance simplifying presentation of debt issuance costs by presenting them as a direct deduction from the associated debt liability; the guidance will be effective for the Company for the fiscal year beginning after December 15, 2015, and for interim periods within that year, with early adoption permitted. | ||
NOTE 1 – Organization AND significant accounting policies (Continued) | |||
Recently Issued Accounting Pronouncements (Continued) | |||
The Company is currently reviewing these pronouncements to determine their effect on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows. |
Going_Concern
Going Concern | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2- Going Concern |
As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $23,976,351 and negative working capital of $5,765,840 as of December 31, 2014. This raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. | |
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. |
Accrued_expenses
Accrued expenses | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Payables and Accruals [Abstract] | |||||
Accrued expenses | Note 3 – Accrued expenses | ||||
The Company’s accrued expenses consisted of the following as of December 31: | |||||
2014 | 2013 | ||||
Accrued officer salaries (see below) | $ | 2,514,904 | $ | 2,130,904 | |
Accrued interest | 8,734 | 24,237 | |||
Other | 106,431 | 106,431 | |||
$ | 2,630,069 | $ | 2,261,572 | ||
Under the terms of the employment agreements between the Company and its CEO and CFO, which run through January 2017, compensation is accrued at a combined rate of $32,000 per month. No cash compensation was paid to the officers in 2014 or 2013; salaries totaling $384,000 were added to accrued liabilities in both 2014 and 2013. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – RELATED PARTY TRANSACTIONS |
The Company has an outstanding loan payable to Antonio Milici, its CEO and stockholder, totaling $645,271 as of December 31, 2014 and 2013. This outstanding loan to the Company is unsecured and, if it is still unpaid in the near future, the Company will enter into a formalized agreement, including interest at the current applicable federal rates. | |
The Company issued 6,400,000 Series B Preferred shares to its CEO during 2011; these shares were issued as restitution for the CEO converting 1,000,000 Preferred shares (“Series B”) into 10,000,000 common shares in 2009. The 6,400,000 Preferred shares (“Series B”) are convertible into common shares (see note 6). The Preferred shares were valued using a price of $0.05, which was 10 times the Company’s stock price on the date of issuance ($0.005). | |
Amounts due to related officers for accrued compensation total $2,514,904 (See note 3). | |
The Company issued 2,690,000 Series B Preferred shares to its CFO during 2011; these shares were issued for compensation. The Preferred shares (“Series B”) are convertible into common shares (see note 6). The Preferred shares were valued using a price of $0.05, which was 10 times the Company’s stock price on the date of issuance ($0.005). | |
The Company engages in transactions with various related entities via a “trust payment” arrangement, under which funds are held by third parties and utilized on behalf the Company, as necessary. | |
The Company had amounts receivable from related parties including GTI Corp. Transfer totaling $15,331 and $15,000 at December 31, 2014 and 2013, respectively, resulting from loans to related parties and funds held on behalf of the Company by related parties. | |
At December 31, 2014 and 2013, the Company owed $161,366 and $173,573, respectively, to one of the Company’s officers and Setna Holdings, a related party, and its affiliates. The balances are unsecured and due on demand. |
Convertible_Notes_Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | NOTE 5 – CONVERTIBLE NOTES PAYABLE |
During 2014, the Company issued convertible notes in the aggregate principal amount of $139,500 that accrued interest at 8% per annum. All of the notes had an original maturity date three months after the date of issuance and were convertible, both principal and interest, into common shares of the Company at a fixed rate of $.03 per share. | |
Upon maturity, eight of the notes, with aggregate principal amount of $83,500 plus accrued interest, were converted into common shares of the Company. In connection with the conversions, 2,791,466 shares of common stock were issued. | |
On December 11, 2013, the Company signed a Subordinated Convertible Promissory Note with Bruiser Investments, LLC in the amount of $15,000. In 2014, the Company opted to covert this note to common stock at a fixed rate of $.03 per share. | |
Accrued interest, including interest from convertible notes, totaled $8,734 and $24,237 at December 31, 2014 and 2013, respectively and is included in the balance of accrued liabilities payable on the accompanying balance sheets. | |
In 2013, the Company recognized $2,500 beneficial conversion feature relating to the convertible debt. | |
On September 8, 2011, an investor agreed to invest a total of $1,000,000 on or before September 30, 2012, and was to receive 24,000,000 common shares back upon the completion of such investment at a share price of $0.0416. To date, the investor has invested $880,162, in the form of an escrow agreement; there were no convertible notes to date because they had to invest the $1M to get those shares. On September 30, 2012, the investor defaulted on the Escrow Agreement by failing to complete the $1 million investment during the stipulated time period. No extension was granted. Although the Company does not believe any amount is currently owed on the investment, a liability has been kept on the books, recorded as a convertible note, and will remain as a disputed amount until a legal remedy is found. |
Stockholders_Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders Equity | NOTE 6 – STOCKHOLDERS’ EQUITY |
Convertible Preferred Stock Rights | |
“Series A” Preferred Stock is convertible into Common Stock any time at the holder’s sole discretion in part or in whole by dividing the Purchase Price per Share by 110% of the Market Value on the Closing Date. ‘Market Value’ on any given date is defined as the average of the lowest three intra-day trading prices of the Company’s common stock during the 15 immediately preceding trading days. | |
“Series B” Preferred Stock is convertible into ten common shares at any time and holders are entitled to 20 common share votes per such preferred share. | |
The Company analyzed Preferred Stock (“Series A and B”) for embedded conversion option for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion options should be classified as equity. Because it is theoretically possible that full conversion of all convertible preferred and convertible notes would exceed the authorized number of common shares, the CEO and majority stockholder has agreed not to convert enough preferred shares to cause such an event. | |
Common Stock | |
The Company has authorized 300,000,000 shares of its common stock, $.001 par value. The Company had issued and outstanding 34,473,056 and 31,481,590 shares as of December 31, 2014 and 2013, respectively. | |
During 2014, the Company issued a total of 200,000 shares for services, valued at $6,000, and issued 2,791,466 in connection with convertible notes (see Note 5). | |
During 2013, the Company issued 5,393,294 shares valued at $331,006 for services and issued 127,700 shares at $0.02 per share to settle debt of $2,554. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 – COMMITMENTS AND CONTINGENCIES |
Operating Leases | |
On 2010, the Company entered into a lease for office space in Westminster, Colorado. The lease expired on January 31, 2014, when it went month-to-month. The Company vacated that space in November 2014. | |
During 2011, the Company entered into a 62-month lease for a facility in in Monterrey, Mexico. The base rent was free during the first and second months and approximately $3,000 per month thereafter. The Company vacated that space and abandoned all interests, and its rent obligations ceased, during 2013. | |
Rent expense totaled $136,194 and $149,394 in 2014 and 2013, respectively. | |
Employment Agreements | |
In 2012, the Company entered into five-year employment agreements with its chief executive and scientific officer and its chief administrative and financial officer. The agreements provide for compensation of $18,000 and $14,000 per month, respectively, and expire on January 7, 2017. | |
Legal Contingencies | |
The Company is involved in claims arising during the ordinary course of business resulting from disputes with vendors and stockholders over various contracts and agreements. | |
On November 30, 2010, the Company signed a 38-month lease agreement commencing on December 1, 2010 for office space was located in Westminster, Colorado. The space was approximately 9,681 square feet intended specifically for a biotechnology company’s use. The base rent was free for the first 3 months; $7,000 per month during the next 12 months; $10,970 during the following 12 succeeding months; and $12,584 during the last 12 months, for a total guaranteed base rent of $366,648 during the 38-month lease term. This lease expired on January 31, 2014 and required a security deposit of $7,000. Civil proceedings have been brought against the Company by the former lessor for back rent. The Company has issued counterclaims stating the lessor failed to disclose that his property was refinanced several times and was upside down by $800,000. After accepting a purchase of $1,850,000 through a Letter of Intent, the bank notified our CEO about the lessor’s status with this property. Mediation has been scheduled for May 28, 2015. If no reasonable settlement results from mediation, trial dates are set for October 9-10, 2015. No reasonable estimate of an outcome can be made by the Company at this time. | |
In June 2009, James Tufts filed a complaint at the Small Claims Court in Jefferson County CO in the amount of $4,000 plus expenses from a London trip. The Company has not satisfied the judgment. | |
On June 26, 2009, Enterprise Leasing Company of Denver filed a Civil Judgment at the Jefferson County District Court in the State of Colorado in the amount of $78,178. The Company has not satisfied the judgment. | |
On August 17, 2010, Banc of America Leasing filed a Civil Judgment at the Oakland County District in Troy, Michigan in the amount of $24,002. The Company has not satisfied the judgment. | |
On September 23, 2010, Liberty Acquisitions filed a Civil Judgment at the Jefferson County Court in the State of Colorado in the amount of $3,300. The Company has not satisfied the judgment. | |
On February 10, 2009, Centennial Credit Corporation filed a Civil Judgment at the Jefferson County Court in the amount of $967. The Company has not satisfied the judgment. | |
On August 29, 2011, GeneThera had a court hearing concerning a litigation filed by The Park III related to unpaid rent according to the lease agreement. The District Court of Boulder entered a judgment against the Company in the amount of $77,000. The Company has not satisfied the judgment. | |
On Novermber 8, 2012, GeneThera apparently had litigation with Mark Gohr, a consultant the CEO hired when Gohr was laid off from Qwest in 2009. The Company was not aware of such litigation. The legal documentation was not served to the Registered Agent. Gohr had a judgment by default in the amount of $19,000. According to the Company's financial records reflecting whatever invoices, receipts, and/or credit card method of payment supposedly provided by Mark Gohr, this consultant financially assisted the Company for less than $10,000. Litigation is no longer pending. | |
On November 26, 2012, the Internal Revenue Service filed a Federal Tax Lien in the amount of $1,275. The Company has not satisfied the lien. | |
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Income_Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES |
We are subject to taxation in the U.S. and the State of Colorado. The Company is not current on its tax filings and is subject to examination until those filings take place. | |
The Company has no current or deferred income tax liability due to its operating losses. | |
The Company has federal net operating loss carryforwards totaling $10,249,211 and $9,741,795 at December 31, 2014 and 2013, respectively. Subject to certain limitations (including limitations under Section 382 of the Internal Revenue Code), the carryforwards are available to offset future taxable income through 2034. The amount of change in the deferred tax asset and the related valuation allowance was approximately $183,000 during the year ending December 31, 2014, compared to approximately $254,000 in the year ending December 31, 2013. | |
Gross deferred tax assets totaled $3,587,224 and $3,409,628 at December 31, 2014 and 2013, respectively. A 100% valuation allowance has been recorded to offset the deferred tax assets, due to uncertainty of the Company’s ability to generate future taxable income, in the amount of $3,587,224, resulting in a net deferred tax asset of $0. | |
We have analyzed the filing positions in all jurisdictions where we are required to file income tax returns and found no positions that would require a liability for unrecognized income tax positions be recognized. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 – SUBSEQUENT EVENTS |
During January 2015, the Company issued seven additional Subordinated Convertible Promissory notes in the aggregate amount of $256,000. The notes all mature three months after the date of issuance, accrue interest at 8% per annum, and are convertible at a fixed rate of $.03 per share. One of the notes, issued for $70,000, is convertible at a rate of $.04 per share. | |
During 2015, a holder of a $15,000 principle balance convertible note elected to convert the entire principle balance, plus interest, into 515,331 common shares at a price of $.03 per share. | |
On February 5, 2015, the Company entered into a worldwide exclusive collaboration agreement with Hudson Robotics, Inc. As a result of the agreement, Hudson Robotics will receive a 10% equity stake in the Company in exchange for a 36-month exclusivity agreement and a 25% discount on future first orders during the agreement period. | |
On March 27, 2015, the Company’s Chairman of the Board elected Jorgen Frandsen and Bruce Winsett as Directors. |
Organization_and_Significant_A1
Organization and Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Organization and Nature of Operations | Organization and Nature of Operations | ||
The consolidated financial statements include GeneThera, Inc. and its wholly owned subsidiary GeneThera, Inc. (Colorado) (collectively “GeneThera” or the “Company”). In addition, the Company had a 90% ownership (increased from 50% on January 2, 2012) in Applied Genetics S.A. de C.V. (“Applied Genetics”), a Mexico company formed in 2007 that had no business activities until 2012, and was shut down in 2013. | |||
GeneThera is a biotechnology company that develops molecular assays for the detection of food contaminating pathogens, veterinary diseases and genetically modified organisms. | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
Cash equivalents are highly liquid investments with an original maturity of three months or less. | |||
Principles of Consolidation | Principles of Consolidation | ||
The consolidated financial statements include the accounts of the Company and its 100% owned subsidiary. All intercompany transactions and balances have been eliminated in the accompanying financial statements. | |||
The 2013 statement of operations includes our interest in a Mexican subsidiary of which we were the primary beneficiary. Our Mexican subsidiary was shut down due to lack of funding in 2013 and all its assets were abandoned. The shut down was not deemed to be a discontinued operation and was not accounted for as such. The losses on abandonment were immaterial to our financial statements. | |||
Property and Equipment, Net | Property and Equipment | ||
Property and equipment consists primarily of office and laboratory equipment and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from five to seven years. | |||
The Company’s property and equipment at December 31, 2014 and 2013 consisted of furniture, lab equipment, and computer software. Depreciation expense was $12,762 and $15,538 for the years ended December 31, 2014 and 2013, respectively. Expenditures for repairs and maintenance are expensed as incurred. | |||
Property and Equipment: | 31-Dec-14 | 31-Dec-13 | |
Furniture & Fixtures | 1,465 | 1,465 | |
Machinery & Equipment | 775,864 | 775,864 | |
Software | 7,000 | 7,000 | |
Less: Accumulated Depreciation | -784,329 | -771,567 | |
Property and Equipment, net | — | 12,762 | |
Impairment of Long-lived Assets | Impairment of Long-lived Assets | ||
The Company reviews the recoverability of its long-lived assets to determine whether events or changes in circumstances occurred that indicate the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the asset from the expected future cash flows of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between the estimated fair value and carrying value. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. | |||
Revenue Recognition | Revenue Recognition | ||
Research and development contracts are on a pre-paid basis in order to reflect milestones during research investigation. Revenues are recognized when services are completed. There was no operating revenue during 2014 or 2013. | |||
Stock-based Compensation | Stock-Based Compensation | ||
Stock-based compensation is accounted for under FASB ASC Topic No. 718 – Compensation – Stock Compensation. The guidance requires recognition in the financial statements of the cost of employee services received in exchange for an award of equity instruments over the period the employee is required to perform the services in exchange for the award (presumptively the vesting period). The guidance also requires measurement of the cost of employee services received in exchange for an award based on the grant-date fair value of the award. The Company accounts for non-employee share-based awards in accordance with guidance related to equity instruments that are issued to other than employees for acquisition, or in conjunction with selling, goods or services. | |||
Income Taxes | Income Taxes | ||
Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. | |||
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss per Common Share | ||
Basic and diluted net loss per share calculations are presented in accordance with FASB ASC Topic No. 260 – Earnings per Share, and are calculated on the basis of the weighted average number of common shares outstanding during the period. Diluted net loss per share calculations includes the dilutive effect of common stock equivalents in years with net income. Basic and diluted loss per share is the same due to the absence of common stock equivalents. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
The carrying value of cash, accounts payable and accrued expenses approximates fair value due to the short term nature of these accounts. | |||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||
The Financial Standards Accounting Board (FASB) has recently issued several pronouncements that may affect the Company’s financial reporting: | |||
· | In June 2014, the FASB issued guidance which eliminates the concept of a development stage entity and the associated incremental reporting requirements; the guidance will be effective for the Company for the annual reporting period beginning after December 15, 2014 and interim periods thereafter, with early application permitted. | ||
· | In August 2014, the FASB issued guidance intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern; the guidance will be effective for the Company for the annual reporting period beginning after December 15, 2014 and for annual and interim periods thereafter, with early application permitted. | ||
· | In February 2015, the FASB issued guidance modifying the requirement to consolidate certain types of entities; the guidance will be effective for the Company for the fiscal year beginning after December 15, 2015, and for interim periods within that year, with early adoption permitted. | ||
· | In April 2015, the FASB issued guidance simplifying presentation of debt issuance costs by presenting them as a direct deduction from the associated debt liability; the guidance will be effective for the Company for the fiscal year beginning after December 15, 2015, and for interim periods within that year, with early adoption permitted. | ||
The Company is currently reviewing these pronouncements to determine their effect on its consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, results of operations, or cash flows. |
Organization_and_Significant_A2
Organization and Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Property and Equipment | Property and Equipment: | 31-Dec-14 | 31-Dec-13 |
Furniture & Fixtures | 1,465 | 1,465 | |
Machinery & Equipment | 775,864 | 775,864 | |
Software | 7,000 | 7,000 | |
Less: Accumulated Depreciation | -784,329 | -771,567 | |
Property and Equipment, net | — | 12,762 |
Accrued_expenses_Tables
Accrued expenses (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Payables and Accruals [Abstract] | |||||
Accrued Expenses | 2014 | 2013 | |||
Accrued officer salaries (see below) | $ | 2,514,904 | $ | 2,130,904 | |
Accrued interest | 8,734 | 24,237 | |||
Other | 106,431 | 106,431 | |||
$ | 2,630,069 | $ | 2,261,572 |
Organization_and_Significant_A3
Organization and Significant Accounting Policies - Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accumulated Depreciation | ($784,329) | ($771,567) |
Property and Equipment, Net | 12,762 | |
Furniture and Fixtures | ||
Property and Equipment Value, Gross | 1,465 | 1,465 |
Machinery and Equipment | ||
Property and Equipment Value, Gross | 775,864 | 775,864 |
Software | ||
Property and Equipment Value, Gross | $7,000 | $7,000 |
Going_Concern_Details_Narrativ
Going Concern (Details Narrative) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated Deficit | $23,949,350 | $23,403,279 | |
Working Capital | ($5,765,840) | ($5,765,840) | ($4,564,762) |
Accrued_expenses_Accrued_Expen
Accrued expenses - Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ||
Accrued officer salaries (see below) | $2,514,904 | $2,130,904 |
Accrued interest | 8,734 | 24,237 |
Other | 106,431 | 106,431 |
Accrued Liabilities, Current | $2,630,069 | $2,261,572 |
Accrued_expenses_Details_Narra
Accrued expenses (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Payables and Accruals [Abstract] | ||
Compensation Accrued Description | Under the terms of the employment agreements between the Company and its CEO and CFO, which run through January 2017, compensation is accrued at a combined rate of $32,000 per month. | |
Compensation Accrued | $384,000 | $384,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Narrative) (USD $) | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding loans payable to related parties | $2,514,904 | ||
Receivable from Related Parties | 15,331 | 15,000 | |
Antonio Milici | |||
Outstanding loans payable to related parties | 645,271 | 645,271 | |
Setna Holdings | |||
Outstanding loans payable to related parties | 271,858 | 173,573 | |
Receivable from Related Parties | ($1,775) | $15,000 | |
Chief Financial Officer | Series B Preferred | |||
Preferred Stock Issued | 2,690,000 | ||
Terms of Stock Issuance | The Company issued 2,690,000 Series B Preferred shares to its CFO during 2011; these shares were issued for compensation. The Preferred shares (Series B) are convertible into common shares (see note 6). The Preferred shares were valued using a price of $0.05, which was 10 times the Company's stock price on the date of issuance ($0.005). | ||
Chief Executive Officer | Series B Preferred | |||
Preferred Stock Issued | 6,400,000 | ||
Terms of Stock Issuance | The Company issued 6,400,000 Series B Preferred shares to its CEO during 2011; these shares were issued as restitution for the CEO converting 1,000,000 Preferred shares (Series B) into 10,000,000 common shares in 2009. The 6,400,000 Preferred shares (Series B) are convertible into common shares (see note 6). The Preferred shares were valued using a price of $0.05, which was 10 times the Company's stock price on the date of issuance ($0.005). |