Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 25, 2020 | |
Document And Entity Information | ||
Entity Registrant Name | Genethera Inc | |
Entity Central Index Key | 0001017110 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 35,902,602 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2019 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity File Number | 000-27237 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash | $ 5,040 | |
Prepaid expenses | 421 | |
Total current assets | 421 | 5,040 |
Property and equipment | ||
Office and laboratory equipment and leasehold improvements | 729,859 | 729,859 |
Automobile & Trucks | 26,400 | 26,400 |
Less: Accumulated depreciation | (736,459) | (735,139) |
Total property and equipment, net | 19,800 | 21,120 |
Other assets - Deposit | 12,000 | 12,000 |
TOTAL ASSETS | 32,221 | 38,160 |
Current liabilities | ||
Accounts payable | 723,670 | 776,021 |
Accrued expenses | 5,465,433 | 5,096,781 |
Notes payable | 25,800 | 25,800 |
Convertible notes payable, net of discount | 266,000 | 420,500 |
Loan from shareholder | 770,753 | 770,753 |
Contingency | 880,162 | 880,162 |
Current liabilities | 8,131,818 | 7,970,017 |
Total liabilities | 8,131,818 | 7,970,017 |
Commitments and Contingencies | ||
Stockholders' deficit: | ||
Common stock, par value $0.001 per share, 300,000,000 shares authorized, 35,902,602 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 35,904 | 35,904 |
Common stock to be issued | 53,572 | 53,572 |
Additional paid-in capital | 22,568,815 | 22,568,815 |
Accumulated deficit | (30,783,939) | (30,616,199) |
Total stockholders' deficit of Genethera, Inc. | (8,099,598) | (7,931,857) |
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT | 32,221 | 38,160 |
Series A Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Series A preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 10,350 shares to be issued as of March 31, 2019 and December 31, 2018, respectively; Series B preferred stock, par value $0.001 per share, 30,000,000 shares authorized, 26,038,572 shares to be issued as of March 31, 2019 and December 31, 2018, respectively | 12 | 12 |
Series B Preferred Stock [Member] | ||
Stockholders' deficit: | ||
Series A preferred stock, par value $0.001 per share, 20,000,000 shares authorized, 10,350 shares to be issued as of March 31, 2019 and December 31, 2018, respectively; Series B preferred stock, par value $0.001 per share, 30,000,000 shares authorized, 26,038,572 shares to be issued as of March 31, 2019 and December 31, 2018, respectively | $ 26,039 | $ 26,039 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares Issued | 35,902,602 | 35,905,602 |
Common Stock, Shares Outstanding | 35,902,602 | 35,905,602 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 10,350 | 10,350 |
Preferred Stock, Shares Outstanding | 10,350 | 10,350 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Preferred Stock, Shares Issued | 26,038,572 | 26,038,572 |
Preferred Stock, Shares Outstanding | 26,038,572 | 26,038,572 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Expenses | ||
General and administrative expenses | $ 40,409 | $ 65,415 |
Payroll expenses | 116,500 | 116,500 |
Research and Development | 18,868 | |
Depreciation | 1,320 | 1,390 |
Total operating expenses | 158,229 | 202,173 |
Loss from operations | (158,229) | (202,173) |
Other expenses | ||
Interest expense | (9,512) | (36,053) |
Loss on write-off of Investment | ||
Loss on write off of vendor receivables | ||
Total other expense | (9,512) | (36,053) |
Other Income | ||
Total other Income | ||
Net loss before income taxes | (167,741) | (238,226) |
Provision for income taxes | ||
Net loss | $ (167,741) | $ (238,226) |
Loss per common share - Basic and diluted | $ 0 | $ (0.01) |
Weighted average common shares outstanding -Basic and diluted | 38,197,887 | 40,064,983 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' (Deficit) (Unaudited) - USD ($) | Preferred StockSeries A Preferred Stock [Member] | Preferred StockSeries B Preferred Stock [Member] | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Shares To be Issued | Total |
Beginning Balance at Dec. 31, 2017 | $ 9 | $ 16,374 | $ 40,065 | $ 19,274,214 | $ (26,571,461) | $ 53,572 | $ (7,187,227) |
Beginning Balance, Shares at Dec. 31, 2017 | 7,350 | 16,374,286 | 40,064,983 | ||||
Net Loss | (238,226) | (238,226) | |||||
Ending Balance at Mar. 31, 2018 | $ 9 | $ 16,374 | $ 40,065 | 19,274,214 | (26,809,687) | 53,572 | (7,425,453) |
Ending Balance,Shares at Mar. 31, 2018 | 7,350 | 16,374,286 | 40,064,983 | ||||
Beginning Balance at Dec. 31, 2018 | $ 12 | $ 26,039 | $ 35,904 | 22,568,815 | (30,616,199) | 53,572 | (7,931,857) |
Beginning Balance, Shares at Dec. 31, 2018 | 10,350 | 26,038,572 | 35,902,602 | ||||
Net Loss | (167,741) | (167,741) | |||||
Ending Balance at Mar. 31, 2019 | $ 12 | $ 26,039 | $ 35,904 | $ 20,042,172 | $ (30,783,939) | $ 53,572 | $ (8,099,598) |
Ending Balance,Shares at Mar. 31, 2019 | 10,350 | 26,038,572 | 35,902,602 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (167,741) | $ (238,226) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | ||
Amortization of discount on debt | ||
Depreciation and amortization | 1,320 | 1,390 |
Shares issued for services | ||
Loss on write off of vendor receivables | ||
Loss on abandonment | ||
Loss on Investment | ||
Changes in operating assets and liabilities: | ||
Prepaid expenses | (421) | |
Deposit | ||
Fixed Assets | ||
Accounts receivable - related parties | ||
Accounts payable and accrued expenses - related parties | 7,752 | |
Accounts payable and accrued expenses | 161,802 | 179,735 |
Net cash used in operating activities | (5,040) | (49,349) |
Cash flows from investing activities | ||
Purchase of Fixed Asset | (1,400) | |
Net cash used in investing activities | (1,400) | |
Cash flows from financing activities | ||
Proceeds from issuance of stock | ||
Proceeds from notes payable | ||
Net advance from related parties | 2 | |
Proceeds from convertible notes | ||
Net cash provided by financing activities | 2 | |
Net decrease in cash | (5,040) | (50,747) |
Cash at the beginning of the year | 5,040 | 167,652 |
Cash at the end of the year | $ 116,905 |
Organization and nature of oper
Organization and nature of operations and summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization and nature of operations and summary of significant accounting policies | Note 1 – Organization and nature of operations and summary of significant accounting policies Organization and nature of operations The consolidated financial statements include GeneThera, Inc. and its wholly owned subsidiary GeneThera, Inc. (Colorado) (collectively, the “Company”). The Company terminated its research collaboration with GTI Research, Inc. due to the breach of the Milestone Investment Agreement caused by FOGT, LLC and Fredric Oeschger. The Company plans to continue the development of the robotic technology project. The Company’s CEO is directing the robotic technology project in order for the Company’s research and development to finally become commercial in order to generate revenues. The Company is a biotechnology company that develops molecular assays for the detection of food contaminating pathogens, veterinary diseases and genetically modified organisms. Basis of Presentation – Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC. Use of estimates The preparation of financial statements in accordance with U.S. 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. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts are eliminated upon consolidation. Cash and cash equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. Fair Value Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Property and equipment, net Property and equipment consist primarily of office and laboratory equipment, leasehold improvements, vehicle, and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from five to seven years. Fair Value of Financial Instruments The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Revenue recognition There were no revenues as of March 31, 2019 and 2018. The Company follows the FASB Accounting Standards Codification ASC 606 – Revenues from Contracts with Customers for revenue recognition. The Company considers revenue realized or realizable and earned when all the following criteria are met: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when or as a performance obligation is satisfied. Revenue is recognized when each performance obligation is satisfied by the entity. An estimate of the variable consideration or performance obligations that an entity ultimately expects to be entitled to is included in the transaction price, and revenue is recognized upon satisfaction of the related performance obligation(s). An implicit or explicit significant financing component is taken into consideration. IP licenses must be analyzed. Each contract with customers is analyzed for multiple elements if any element must stand alone. Leases The Company leased laboratory space from GTIR. The lease agreement was terminated in April 2019. No right of use asset and liability were recorded for this lease. On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and will recognize a right of use (“ROU”) asset and liability in the consolidated balance sheet when and if the Company enters into a qualifying lease agreement. At contract inception, the Company determines whether an arrangement is or contains a lease and whether the lease should be classified as an operating or a financing lease. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. ROU assets for operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments . Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement, as well as any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Non-lease components are accounted for separately from the fixed lease component for all leases. Most of the Company’s leases do not provide an implicit rate that can readily be determined. Therefore, the applied discount rate is based on the Company’s incremental borrowing rate, which is determined using its credit rating and other information available as of the commencement date and is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms may include options to renew, which the Company factors into the determination of the lease term when it is reasonably certain that the Company will exercise that option. The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Cost of sales” and “Selling, general and administrative” line items in the Company’s consolidated statements of comprehensive income. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases is recognized on a straight-line basis over the lease term. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the ROU asset unless doing so would reduce the ROU asset to an amount less than zero, in which case the remaining adjustment would be recorded in the consolidated statements of comprehensive income. 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. Stock-Based Compensation Stock-based compensation is accounted for under FASB ASC Topic No. 718 – Compensation – Stock Compensation Research and development costs R&D cost are currently expensed as incurred and primarily include cost associated with R&D arrangements with external parties in connection with the Company’s robotic technology project. Income taxes Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes 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 Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $0 and $0 for the three months ended March 31, 2019 and 2018, respectively. Recently issued accounting pronouncements Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
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 $30,783,939 and negative working capital of $8,131,397 as of March 31, 2019. 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. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 3 - Property and Equipment As of March 31, 2019, the Company had fully depreciated office and laboratory equipment, and a vehicle with net book value of $19,800. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related party transactions | Note 4 – Related party transactions The Company has an outstanding loan payable and accrued interest to Antonio Milici, its CEO and stockholder amounting to $673,092 as March 31, 2019 and December 31, 2018, respectively. This outstanding loan to the Company is unsecured and bears interest at 2.41%. The Company has an outstanding loan and accrued interest payable to Tannya Irizarry, its interim CFO interim and stockholder, amounting to $90,523 as March 30, 2019 and December 31, 2018, respectively. This outstanding loan to the Company is unsecured and bears interest at 8%. Tannya Irizarry owns one-third of GTI Corporate Transfer Agents, LLC, the Company’s transfer agency. During the three months ended March 31, 2019 and 2018, the Company made payments to GTI Corporate Transfer Agents, LLC in the amounts of $600 and $5,144, respectively. The Company will no longer rely on GTI Research, Inc. (“GTIR”), the Company’s previous scientific robotic technology collaborator, for conducting research and development activities on the robotic technology development project. For the three-month periods ended March 31, 2019 and 2018, respectively, the Company incurred costs of $0 and $76,422 for development services from GTIR. In addition, the Company no longer subleases from GTIR all of its office and lab space under a 75-month lease. GTIR holds a $12,000 security deposit paid by the Company in December of 2017. The Company incurred base rental and triple net expenses of $0 and $29,183 associated with the lease during the three months ended March 31, 2019 and 2018, respectively. The lease agreement with GTI Research, Inc. was terminated on April 29, 2019. The deposit of $12,000 was expensed at the date of the lease termination. The Company utilizes Elia Holdings, LLC for construction and other maintenance services to maintain the Company’s office and lab space. Elia Holdings, LLC is controlled by Rene Irizarry. Costs incurred related to such services were $0 and $0 during the three-month periods ended March 31, 2019 and 2018, respectively. |
Accrued expenses
Accrued expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued expenses | N ote 5 – Accrued expenses The Company’s accrued expenses consisted of the following: March 31, 2019 December 31, 2018 Accrued officer salaries (see below) $ 4,589,915 $ 4,473,415 Accrued interest 172,015 164,313 Other 703,503 459,053 $ 5,465,433 $ 5,096,781 |
Convertible notes payable
Convertible notes payable | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible notes payable | Note 6 – Convertible notes payable The Company’s issued convertible notes are due on demand, bearing interest at an annual rate of 8%. The notes are convertible into shares of Company common stock at a conversion price of $0.01 to $0.05 per share. As of March 31, 2019, and December 31, 2018, the total outstanding principal and interest is $266,000 and $420,500, respectively. On April 18, 2018, the Company has received conversion notices on convertible notes totaling $16,000, plus accrued interest which will be converted into shares of the Company’s common stock at conversion prices $0.015. On April 24, 2018, the Company has received conversion notices on convertible notes totaling $1,500, plus accrued interest which will be converted into shares of the Company’s common stock at conversion prices $0.02. On October 25, 2018, Daniel M. Price converted $10,000 convertible note investment in the Company at $0.02 per share. On October 25, 2018, Daniel M. Price converted $10,000 convertible note investment in the Company at $0.02 per share. On October 25, 2018, Elia Holdings’ Managing Director, Rene I. Rivera, converted $14,980 convertible note investment in the Company at $0.03 per share. On November 13, 2018, Anthos Holdings’ Managing Director, Patrick J. Rundle, converted $15,980 convertible note investment in the Company at $0.03 per share. In January 2019 the Company received conversion notices on convertible notes totaling $154,500, plus accrued interest, which will be converted into shares of the Company’s common stock at conversion prices of $0.015 to $0.030. No shares |
Shareholders' equity
Shareholders' equity | 3 Months Ended |
Mar. 31, 2019 | |
Shareholders Equity | |
Shareholders' equity | Note 7 - Shareholders’ equity Preferred Stock The Company has authorized 20,000,000 shares of Series A Preferred Stock, $.001 par value, and 30,000,000 shares of Series B Preferred Stock, $.001 par value. As of March 31, 2019, and December 31, 2018, the Company had agreed to issue 10,350 shares of Series A Preferred Stock, but no shares were issued and outstanding. As of March 31, 2019, and December 31, 2018, the Company had agreed to issue 26,038,572 shares of Series B Preferred Stock, but no shares were issued and outstanding. An agreement was signed with FOGT, LLC, an entity controlled by a former member of the Board of Directors on April 18, 2018 to purchase an additional 3,000 Preferred A shares, which remain to be issued. The shares were valued based on the agreed upon purchase price of $100 per share. There was no value assigned to the imbedded conversion feature as it was out of the money and did not qualify for bifurcation based on the terms. Moreover, on December 6, 2019, Fredric Oeschger, owner of FOGT, LLC, resigned as a board member of GeneThera, and also as their investor, failing to pay the third milestone from their agreement with GeneThera. The failure to receive the third milestone payment financially damaged the Company’s plan to generate revenues with their robotic technology project. Common stock The Company has authorized 300,000,000 shares of its common stock, $.001 par value. The Company had issued and outstanding 35,902,602 shares as of March 31, 2019 and December 31, 2018, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments Employment Agreements In 2017, 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 $21,500 and $17,333 per month, respectively, and expires on January 31, 2022. The agreements also provide for an aggregate bonus of $135,000 to be paid in Series B Preferred stock in March of each year of the agreement. Both officers waived their rights for the preferred B stock to be issued to them in 2018. In November of 2018, the agreements were amended to discontinue the preferred B stock award and include the amounts in base pay effective January 1, 2019. Office Space Lease On January 1, 2018, the Company entered into a triple net sublease for a 7,990 square foot office and lab space on 6860 Broadway in Denver, Colorado 80221, with GTI Research, Inc. for 75 months. Future minimum lease payments under this lease were as follows, as this lease was terminated by the property management on April 29, 2019. No money is owed to landlord: Period Monthly Base Rent 01/01/18 – 03/31/18 $0 04/01/18 – 03/31/19 $5,993 04/01/19 – 03/31/20 $6,658 04/01/20 – 03/31/21 $7,324 04/01/21 – 03/31/22 $7,990 04/01/22 – 03/31/23 $8,656 04/01/23 – 03/31/24 $9,322 In addition to the foregoing, we are no longer required to pay any proportionate share of real estate taxes, building insurance and maintenance costs which used to be an estimated monthly charge of $2,377. We no longer sub-lease 750 square feet of office space for GTI Corporate Transfer Agents, LLC, on a month-to-month basis. No ROU asset or liability was established or recorded by the Company on its Balance Sheet as of March 31, 2019 and December 31, 2018, respectively. Legal Contingencies 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. On November 14, 2014, Litchfield Church Ranch, LLC filed a Summons in Forcible Entry and Detainer against the Company after the owner was unable to sell the building to us because he was upended for over $800,000 in his mortgage. As per the Summons, the plaintiff claimed $364,968.69 in past due rent. As per our accounting records, the Company had $242,000 with the offer to purchase such property at $1,850,000 plus scheduled payments for the past due rent. The owner’s bank did not allow him to sell the property to the Company and/or anyone. We went to mediation. The owner’s legal team and our legal team settled for $115,000 with the contingency to pay the goodwill amount of $15,000 by September 12, 2015. We did. The Company has an additional six months to complete the remaining $100,000 settlement. If not paid off prior to August 12, 2016, there will be no discount and the Company shall owe the judgment balance in the amount of $325,885. The mediator, a retired judge, found in our favor. Therefore, the settlement was agreed upon by both parties. The Company did not pay the settlement agreement as of December 31, 2017 and default interest of 18% is being accrued on the outstanding judgment balance to date. In July 2019, Litchfield Church Ranch, LLC was dissolved. Management claims no money is owed. On January 31, 2019, the Company went to arbitration against FOGT, LLC for breaching their contract agreement. On March 9, 2019, the Company’s legal team, received an emergency relief injunction against FOGT, LLC for $25,000. Fredric Oeschger refused to pay. On April 10, 2019, another emergency relief injunction was granted to our Company. Fredric Oeschger refused to pay. On or before the end of August 2019, the United States Second Circuit Appeals Court, ordered FOGT, LLC and GeneThera, Inc. to have a mandatory mediation. On September 3, 2019, FOGT, LLC and GeneThera Inc. agreed to settle the case against FOGT for breach of contract. On September 6, 2019, FOGT, LLC and GeneThera, Inc. reached a settlement of $425,000. The legal team received $171,000 from this settlement resulting in net proceeds to the Company of approximately $254,000. |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | Note 9 – Subsequent events The lease for the Company’s office and laboratory space was terminated on April 29, 2019. The Company expensed the $12,000 deposit related to the leased space on that date. On September 6, 2019, FOGT, LLC and GeneThera, Inc. reached a settlement of $425,000. The legal team received $171,000 from this settlement resulting in net proceeds to the Company of approximately $254,000. In July 2019, Litchfield Church Ranch, LLC was dissolved. Management claims no money is owed on this debt. |
Organization and nature of op_2
Organization and nature of operations and summary of significant accounting policies (Policy) | 3 Months Ended |
Mar. 31, 2019 | |
Organization And Nature Of Operations And Summary Of Significant Accounting Policies | |
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, the “Company”). The Company terminated its research collaboration with GTI Research, Inc. due to the breach of the Milestone Investment Agreement caused by FOGT, LLC and Fredric Oeschger. The Company plans to continue the development of the robotic technology project. The Company’s CEO is directing the robotic technology project in order for the Company’s research and development to finally become commercial in order to generate revenues. The Company is a biotechnology company that develops molecular assays for the detection of food contaminating pathogens, veterinary diseases and genetically modified organisms. |
Basis of Presentation - Unaudited Financial Information | Basis of Presentation – Unaudited Financial Information The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2018 and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC. |
Use of estimates | Use of estimates The preparation of financial statements in accordance with U.S. 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. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany accounts are eliminated upon consolidation. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents are highly liquid investments with an original maturity of three months or less. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. |
Fair value of financial instruments | Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. |
Property and equipment, net | Property and equipment, net Property and equipment consist primarily of office and laboratory equipment, leasehold improvements, vehicle, and is stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives ranging from five to seven years. |
Fair Value Instruments | Fair Value Instruments The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values because of the short maturity of these instruments. Transactions involving related parties typically cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. |
Revenue recognition | Revenue recognition There were no revenues as of March 31, 2019 and 2018. The Company follows the FASB Accounting Standards Codification ASC 606 – Revenues from Contracts with Customers for revenue recognition. The Company considers revenue realized or realizable and earned when all the following criteria are met: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when or as a performance obligation is satisfied. Revenue is recognized when each performance obligation is satisfied by the entity. An estimate of the variable consideration or performance obligations that an entity ultimately expects to be entitled to is included in the transaction price, and revenue is recognized upon satisfaction of the related performance obligation(s). An implicit or explicit significant financing component is taken into consideration. IP licenses must be analyzed. Each contract with customers is analyzed for multiple elements if any element must stand alone. |
Leases | Leases The Company leased laboratory space from GTIR. The lease agreement was terminated in April 2019. No right of use asset and liability were recorded for this lease. On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and will recognize a right of use (“ROU”) asset and liability in the consolidated balance sheet when and if the Company enters into a qualifying lease agreement. At contract inception, the Company determines whether an arrangement is or contains a lease and whether the lease should be classified as an operating or a financing lease. A contract is or contains a lease if the contract conveys the right to control the use of the identified asset for a period of time in exchange for consideration. Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct the use of the identified asset. ROU assets for operating leases represent the right to use an underlying asset for the lease term, and operating lease liabilities represent the obligation to make lease payments . Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date for leases exceeding 12 months. Minimum lease payments include only the fixed lease component of the agreement, as well as any variable rate payments that depend on an index, initially measured using the index at the lease commencement date. Non-lease components are accounted for separately from the fixed lease component for all leases. Most of the Company’s leases do not provide an implicit rate that can readily be determined. Therefore, the applied discount rate is based on the Company’s incremental borrowing rate, which is determined using its credit rating and other information available as of the commencement date and is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. Lease terms may include options to renew, which the Company factors into the determination of the lease term when it is reasonably certain that the Company will exercise that option. The ROU asset is measured at the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Operating lease expense is recognized on a straight-line basis over the lease term and is included in “Cost of sales” and “Selling, general and administrative” line items in the Company’s consolidated statements of comprehensive income. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and the expense for these short-term leases is recognized on a straight-line basis over the lease term. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the ROU asset unless doing so would reduce the ROU asset to an amount less than zero, in which case the remaining adjustment would be recorded in the consolidated statements of comprehensive income. |
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. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for under FASB ASC Topic No. 718 – Compensation – Stock Compensation |
Research and development costs | Research and development costs R&D cost are currently expensed as incurred and primarily include cost associated with R&D arrangements with external parties in connection with the Company’s robotic technology project. |
Income taxes | Income taxes Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740 - Income Taxes |
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 |
Shipping and Handling Costs | Shipping and Handling Costs The Company accounts for shipping and handling fees in accordance with paragraph 605-45-45-19 of the FASB Accounting Standards Codification. While amounts charged to customers for shipping products are included in revenues, the related costs are classified in cost of revenue as incurred. Shipping and handling costs were $0 and $0 for the three months ended March 31, 2019 and 2018, respectively. |
Recently issued accounting pronouncements | Recently issued accounting pronouncements Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and find no recent accounting pronouncements that would have a material impact on the financial statements of the Company. |
Accrued expenses (Tables)
Accrued expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Expenses | |
Schedule of Accrued Expenses | The Company’s accrued expenses consisted of the following: March 31, 2019 December 31, 2018 Accrued officer salaries (see below) $ 4,589,915 $ 4,473,415 Accrued interest 172,015 164,313 Other 703,503 459,053 $ 5,465,433 $ 5,096,781 |
Commitments (Tables)
Commitments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Commitments | |
Schedule of Lease Commitments | Period Monthly Base Rent 01/01/18 – 03/31/18 $0 04/01/18 – 03/31/19 $5,993 04/01/19 – 03/31/20 $6,658 04/01/20 – 03/31/21 $7,324 04/01/21 – 03/31/22 $7,990 04/01/22 – 03/31/23 $8,656 04/01/23 – 03/31/24 $9,322 |
Organization and nature of op_3
Organization and nature of operations and summary of significant accounting policies (Details Narrative) - Office and Laboratory Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Minimum [Member] | |
Useful Life of Assets | 5 years |
Maximum [Member] | |
Useful Life of Assets | 7 years |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Disclosure Going Concern Details Narrative Abstract | ||
Accumulated Deficit | $ 30,783,939 | $ 30,616,199 |
Working Capital | $ 8,131,397 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Abstract] | ||
Property and Equipment | $ 19,800 | $ 21,120 |
Related party transactions (Det
Related party transactions (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Loan Payable and Accrued Interest | $ 770,753 | $ 770,753 | ||
Research and Development | $ 18,868 | |||
Security Deposit | 12,000 | 12,000 | ||
Antonio Milici [Member] | ||||
Loan Payable and Accrued Interest | 673,092 | 673,092 | ||
Tannya Irizarry [Member] | ||||
Loan Payable and Accrued Interest | 90,523 | $ 90,523 | ||
GTI Corporate Transfer Agents, LLC [Member] | ||||
Transfer Agent Fees | $ 600 | 5,144 | ||
GTI Research, Inc. [Member] | ||||
Research and Development | $ 76,422 | |||
Security Deposit | $ 12,000 |
Accrued expenses (Details)
Accrued expenses (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Disclosure Accrued Expenses Details Abstract | ||
Accrued officer salaries | $ 4,589,915 | $ 4,473,415 |
Accrued interest | 172,015 | 164,313 |
Other | 703,503 | 459,053 |
Accrued expenses | $ 5,465,433 | $ 5,096,781 |
Shareholders' equity (Details N
Shareholders' equity (Details Narrative) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Apr. 18, 2018 |
Common Stock, Par Value | $ 0.001 | $ 0.001 | |
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | |
Common Stock, Shares Issued | 35,902,602 | 35,905,602 | |
Common Stock, Shares Outstanding | 35,902,602 | 35,905,602 | |
Series A Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued | 10,350 | 10,350 | |
Preferred Stock, Shares Outstanding | 10,350 | 10,350 | |
Series A Preferred Stock [Member] | FOGT, LLC [Member] | |||
Preferred Stock, Par Value | $ 100 | ||
Shares to be issued | 3,000 | ||
Series B Preferred Stock [Member] | |||
Preferred Stock, Shares Authorized | 30,000,000 | 30,000,000 | |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued | 26,038,572 | 26,038,572 | |
Preferred Stock, Shares Outstanding | 26,038,572 | 26,038,572 |
Commitments (Details)
Commitments (Details) | Dec. 31, 2018USD ($) |
Disclosure Commitments Details Abstract | |
04/01/18 - 03/31/19 | $ 5,993 |
04/01/19 - 03/31/20 | 6,658 |
04/01/20 - 03/31/21 | 7,324 |
04/01/21 - 03/31/22 | 7,990 |
04/01/22 - 03/31/23 | 8,656 |
04/01/23 - 03/31/24 | $ 9,322 |