10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

[x]    Quarterly Report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2011

Commission File No. 000-27237

GENETHERA, INC.

(Exact name of small Business Issuer as specified in its Charter)

Nevada	65-0622463
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification Number)
7577 W. 103rd Ave. Suite 212, Westminster, CO	80021
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number, including area code:   (303) 439-2085

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[ ] Yes [x] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [x]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [x]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

Yes [ ] No [x]

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 23,710,596 Shares of $.001 par value Common Stock outstanding as of April 11, 2012 and Series A 4,600 Shares, and Series B 15,410,000 shares of $.001 par value Preferred Stock outstanding as of April 11, 2012.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 of the Registrant which was originally filed with the Securities and Exchange Commission on November 21, 2011 (the “Original Filing”) is being filed to amend and update certain disclosures contained in the Original Filing, including, to include the required disclosures on the cover page of this Form 10-Q regarding the Registrant’s compliance with the XBRL disclosure rules, to include proceeds from convertible notes payable in the statement of cash flows, to clarify the Registrant’s corporate history and plan of operations as filed in the Original Filing, to include more detailed line item disclosure under results of operations and liquidity and capital resources,  to correct the numbering of certain the item numbers of this Form 10-Q, to include information regarding Quantitative and Qualitative Disclosures about Market Risk, to update and correct the disclosures under Controls and Procedures, to include updated and corrected officer certifications to the Form 10-Q to include information  regarding a legal proceeding judgement that the Registrant is subject to, to update certain disclosures relating to the Registrant’s business model (as described below), to correct the number of outstanding shares as reported on the cover page of the filing, to make various other non-material changes and corrections to the Original Filing, and to furnish Exhibit 101 (i.e., the required XBRL (eXtensible Business Reporting Language)) to the Original Filing in accordance with Rule 405 of Regulation S-T.

Except for the amended disclosure contained herein, this Form 10-Q does not modify or update other disclosures in, or exhibits to, the Original Filing which are incorporated by reference herein.  Additionally, except to update and correct the disclosures herein which relate to the date of the Original Filing, this amendment does not update any of the disclosures in the Original Filing with events which have occurred subsequent to the date of the Original Filing and investors are encouraged to review the Registrant’s most recent periodic and current report filings for information on the Registrant and its current operations.

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  PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

GENETHERA, INC.

AND SUBSIDIARY

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(UNAUDITED)

TABLE OF CONTENTS

	Page No.
Consolidated Balance Sheet (Unaudited)	4-7
Consolidated Statements of Operations for
September 30, 2011 and 2010 (Unaudited)	5
Consolidated Statements of Cash Flows for
September 30, 2011 and 2010 (Unaudited)	6
Notes to Consolidated Financial Statements (Unaudited)	7

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GeneThera, Inc.

Consolidated Balance Sheets

(Unaudited)

	September 30, 2011			December 31, 2010
ASSETS	(Restated)
Current assets
Cash	$	113		$	7
Accounts receivable-related party		25,928			-
Prepaid expenses		3,567			2,656
Total current assets		29,608			2,663
Property and equipment
Office and laboratory equipment		734,869			729,078
Less: Accumulated depreciation		(726,860	)		(724,874	)
Total property and equipment		8,009			4,204
Other assets		7,000			7,000
TOTAL ASSETS	$	44,617		$	13,867
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable	$	653,343		$	608,333
Accounts payable-related party		-			31,513
Accrued expenses		1,373,261			1,292,975
Notes payable		10,800			10,800
Convertible notes payable		197,080			27,900
Loan from shareholder		645,419			645,419
Total liabilities		2,879,903			2,616,940
Stockholders' deficit:
Series A preferred stock, par value $0.001 per share, 20,000,000
shares authorized, 4,600 shares issued  and outstanding
as of September 30, 2011 and December 31, 2010, respectively		5			5
Series B preferred stock, par value $0.001 per share, 30,000,000
shares authorized, 15,410,000 shares issued and outstanding
as of September 30, 2011 and December 31, 2010, respectively		15,410			6,320
Common stock, par value $0.001 per share, 300,000,000
shares authorized, 25,485,596 and 21,865,913 shares issued and
outstanding as of September 30, 2011,  and December 31, 2010, respectively		25,486			21,866
Additional paid-in capital		17,487,490			16,822,944
Deficit accumulated during the development stage		(20,363,677	)		(19,454,208	)
Total stockholders' deficit		(2,835,286	)		(2,603,073	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	44,617		$	13,867

See accompanying notes to unaudited consolidated financial statements.

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GENETHERA, INC.

Consolidated Statements of Operations

For the three and nine months ended September 30, 2011 and 2010

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Expenses	(Restated)						(Restated)
Consulting		26,451			-			26,451			25,550
General and administrative expenses		483,991			36,513			663,138			65,498
Payroll expenses		69,750			69,750			209,250			209,250
Depreciation		663			2,139			1,986			6,419
Laboratory expenses		456			25			3,094			25
Total operating expenses		581,311			108,427			903,919			306,742
Loss from operations		(581,311	)		(108,427	)		(903,919	)		(306,742	)
Other expenses
Interest expense		(1,376	)		(228	)		(5,550	)		(228	)
Net loss	$	(582,687	)	$	(108,655	)	$	(909,469	)	$	(306,970	)
Loss per common share - Basic  and diluted	$	(0.02	)	$	(0.00	)	$	(0.04	)	$	(0.01	)
Weighted average common shares outstanding -
Basic and diluted		25,782,947			23,180,980			24,153,189			22,553,466

See accompanying notes to unaudited consolidated financial statements.

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GeneThera, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2011			2010
Cash flows from operating activities	(Restated)
Net loss	$	(909,469	)	$	(306,970	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Stock-based compensation		471,750			25,550
Depreciation and amortization		1,986			6,419
Changes in operating assets and liabilities:
Prepaid expenses		(911	)		(3,150	)
Accounts payable - related parties		(31,513	)		8,581
Accounts payable and accrued expenses		445,244			262,779
Net cash used in operating activities		(22,913	)		(6,791	)
Cash flows from investing activities
Cash paid for purchase of property and equipment		(5,791	)		-
Net cash used in investing activities		(5,791	)		-
Cash flows from financing activities
Proceeds from issuance of stock		28,810			-
Proceeds from (payments for) loans payable					6,800
Net cash provided by financing activities		28,810			6,800
Net increase in cash		106			9
Cash  at the beginning of the period		7			7
Cash at the end of the period	$	113		$	16
Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing  and financing transactions:
Proceeds from convertible notes payable given to a related party to pay Company operating expenses, net of $25,928 not yet spent		1,265,088
Shares cancelled		1,397
Conversion of convertible notes payable to common stock	$	176,696		$	-

See accompanying notes to unaudited consolidated financial statements.

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GENETHERA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

UNAUDITED

Note 1- Basis of presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

Note 2- Going Concern

As shown in the accompanying consolidated financial statements, GeneThera had an accumulated deficit and a working capital deficit as of September 30, 2011. These conditions raise substantial doubt as to GeneThera’s ability to continue as a going concern. Management’s plan with regard to these matters includes raising working capital and significant assets and resources to assure GeneThera’s viability, through private or public equity offering, and/or debt financing, and/or through the acquisition of new business or private ventures. The financial statements do not include any adjustments that might be necessary if GeneThera is unable to continue as a going concern.

Note 3- Shareholders’ equity

On August 23, 2011, the Company increased its authorized shares to 300,000,000 shares of common stock, par value $.001 per share. Shares issued prior to August 23, 2011 have been retroactively restated to reflect the impact of the change in par value per share.

During 2011, the Company issued 1,600,000 shares valued at $28,810 for cash.

During 2011, the Company issued 2,467,200 shares for conversion of promissory notes totaling $102,636.

During 2011, the Company issued 950,001 shares valued at $17,250 for services.

During 2011, the Company issued 9,090,000 Series B preferred shares to the CEO and CFO as compensation valued at $454,500.

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Note 4- Restatement

The Company identified an error relating to the issuance of 24 million shares to an investor in relation to convertible notes. Per agreement, the 24 million shares will not be released to the investor until $1 million in financing has been raised. As of September 30, 2011, the investor had not met this requirement; as such, the 24 million remains in escrow and should not be included in equity. The effect of the restatement is to decrease net loss by $945,140 for the three and nine months ended September 30, 2011.  Net loss per share decreased by $0.01 for the three months ended September 30, 2011 and decreased by $0.02 for the nine months ended September 30, 2011.

The following tables reflect the adjustment and restated amounts:

	September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Balance Sheet
Stockholders' deficit:
Series A preferred stock, par value $0.001 per share, 20,000,000
shares authorized, 4,600 shares issued  and outstanding
as of September 30, 2011 and December 31, 2010, respectively	$	5					$	5
Series B preferred stock, par value $0.001 per share, 30,000,000
shares authorized, 15,410,000 shares issued and outstanding
as of September 30, 2011 and December 31, 2010, respectively		15,410						15,410
Common stock, par value $0.001 per share, 300,000,000
shares authorized, 25,485,596 and 21,865,913 shares issued and
outstanding as of September 30, 2011,  and December 31, 2010, respectively		49,486			(24,000	)		25,486
Additional paid-in capital		18,408,630			(921,140	)		17,487,490
Deficit accumulated during the development stage		(21,308,817	)		945,140			(20,363,677	)
Total stockholders' deficit		(2,835,286	)		-			(2,835,286	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	44,617		$	-		$	44,617
	For the Three Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Operations
Expenses
General and administrative expenses	$	1,429,131		$	(945,140	)	$	483,991
Total Expenses		(1,526,451	)		945,140			(581,311	)
Net Loss	$	(1,527,827	)	$	945,140		$	(582,687	)
Net Loss Per Common Share- Basic and Diluted		(0.03	)		-			(0.02	)
	For the Nine Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Operations
Expenses
General and administrative expenses	$	1,608,278		$	(945,140	)	$	663,138
Total Expenses		(1,849,059	)		945,140			(903,919	)
Net Loss	$	(1,854,609	)	$	945,140		$	(909,469	)
Net Loss Per Common Share- Basic and Diluted		(0.06	)		-			(0.04	)
	For the Nine Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Cash Flows
Net Loss for the period	$	(1,854,609	)	$	(945,140	)	$	(909,469	)
Accounts payable and accrued expenses		1,390,384			945,140			445,244
Net Cash Used in Operating Activities	$	(22,913	)	$	945,140		$	(22,913	)

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Item 2. Management's Discussion and Analysis and Results of Operation

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto that appear elsewhere herein.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Sections of this Form 10-Q, including the Management's Discussion and Analysis or Plan of Operation, contain "forward-looking statements". These forward-looking statements are subject to risks and uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward-looking statements. You should not unduly rely on these statements. Forward-looking statements involve assumptions and describe our plans, strategies, and expectations. You can generally identify a forward-looking statement by words such as may, will, should, would, could, plan, goal, potential, expect, anticipate, estimate, believe, intend, project, and similar words and variations thereof. This report contains forward-looking statements that address, among other things,

* Our financing plans,

* Regulatory environments in which we operate or plan to operate, and

* Trends affecting our financial condition or results of operations, the impact of competition, the start-up     of certain operations and acquisition opportunities.

Factors, risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements ("Cautionary Statements") include, among others,

* Our ability to raise capital,

* Our ability to execute our business strategy in a very competitive environment,

* Our degree of financial leverage, risks associated with our acquiring and integrating companies into our own,

* Risks relating to rapidly developing technology, and regulatory considerations;

* Risks related to international economies,

* Risks related to market acceptance and demand for our products and services,

* The impact of competitive services and pricing, and

* Other risks referenced from time to time in our SEC filings.

All subsequent written and oral forward-looking statements attributable to us, or anyone acting on our behalf, are expressly qualified in their entirety by the cautionary statements. We do not undertake any obligations to publicly release any revisions to any forward-looking statements to reflect events or circumstances after the date of this report or to reflect unanticipated events that may occur.

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RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011, COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010

We did not generate any revenues for the three or nine months ended September 30, 2011 and 2010.

We had total operating expenses of $581,311 for the three months ended September 30, 2011, compared to total operating expenses of $108,427 for the three months ended September 30, 2010, an increase of $472,884 from the prior period.  The main reason for the increase in expenses was a $447,478 increase in general and administrative expenses to $483,991 for the three months ended September 30, 2011, compared to $36,513 for the three months ended September 30, 2010, in connection with laboratory and administrative operations.

We had total interest expense of $1,376 for the three months ended September 30, 2011, compared to interest expense of $228 for the three months ended September 30, 2010, an increase in interest expense of $1,148 from the prior period.

We had a net loss of $582,687 for the three months ended September 30, 2011, compared to a net loss of $108,655 for the three months ended September 30, 2010.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011, COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010

We did not generate any revenues for the nine months ended September 30, 2011 and 2010.

We had total operating expenses of $903,919 for the nine months ended September 30, 2011, compared to total expenses of $306,742 for the nine months ended September 30, 2010, an increase of $597,177 from the prior period.  The main reason for the increase in expenses was a $597,640 increase in general and administrative expenses to $663,138 for the nine months ended September 30, 2011, compared to $65,498 for the nine months ended September 30, 2010, in connection with laboratory and administrative operations.

We had total interest expense of $5,550 for the nine months ended September 30, 2011, compared to interest expense of $228 for the nine months ended September 30, 2010, an increase in interest expense of $5,332 from the prior period, which increase was in connection with the convertible debenture and promissory notes.

We had a net loss of $909,469 for the nine months ended September 30, 2011, compared to a net loss of $306,970 for the nine months ended September 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

We had total assets as of September 30, 2011 of $44,617, which included total current assets of $29,608, including cash of $113, accounts receivable, related party of $25,928, and prepaid expenses of $3,567, and total long-term assets consisting of property and equipment, net of $8,009 and total other assets of $7,000.

10

We had total liabilities of $2,879,903 as of September 30, 2011, which included $653,343 of accounts payable, $1,373,261 of accrued expenses, $10,800 of notes payable, $197,080 of convertible notes payable and $645,419 of loan from shareholder.

We had negative working capital of $2,850,295 and a deficit accumulated during the development stage of $20,363,677.

We had net cash used in operating activities of $22,913 for the nine months ended September 30, 2011, which mainly included $909,469 of net loss offset by $471,750 of stock-based compensation and changes in operating assets and liabilities.

We had net cash used in in investing activities of $5,791 for the nine months ended September 30, 2011, which was solely due to cash paid for purchase of property and equipment.

We had $28,810 of net cash provided by financing activities for the nine months ended September 30, 2011, which was solely due to proceeds from sale of stock.

It is estimated that we will require outside capital for the remainder of fiscal year 2011 and 2012 for the commercialization of GeneThera molecular assays as well as the development of our therapeutic vaccines. The Company intends to raise these funds by means of one or more private offerings of debt or equity securities or both and also generating revenue from Mexico.  Currently the Company is in discussions with one group to obtain financing through either debt and/or equity.  No definitive agreements have been signed.  There are no guarantees whether the Company will be able to secure such a financing, and if the financing is secured, there are no guarantees whether the Company can achieve the goals laid out in its business plan fully. We will require significant additional funding in order to achieve our business plan.

Our longer-term working capital and capital requirements will depend upon numerous factors, including revenue and profit generation, pre-clinical studies and clinical trials, the timing and cost of obtaining regulatory approvals, the cost of filing, prosecuting, defending, and enforcing patent claims and other intellectual property rights, competing technological and market developments, and collaborative arrangements.  Additional capital will be required in order to attain such goals.  Such additional funds may not become available on acceptable terms and we cannot give any assurance that any additional funding that we do obtain will be sufficient to meet our needs in the long term.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency.  The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

11

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

On August 31, 2011, a judgment was entered by the District Court of Boulder, CO against the Company in favor of The Park III, LLC in the amount of $77,000. Lab and office space was rented in May 2010. The Company defaulted on the monthly rent payment due to the failure of an investor to deliver pledged funding to the Company.

Item 1A. Risk Factors

Investors are encouraged to review the risk factors previously disclosed in the Company’s Annual Report on Form 10-K, filed with the Commission on November 4, 2011 prior to making an investment in the Company.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.    Defaults upon Senior Securities

None.

Item 4.     Mine Safety Disclosures

Not applicable.

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Item 5.     Other Information

None.

Item 6.     Exhibits

31.1	Certificate of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*(#)	XBRL Instance Document
101.SCH*(#)	XBRL Schema Document
101.CAL*(#)	XBRL Calculation Linkbase Document
101.DEF*(#)	XBRL Definition Linkbase Document
101.LAB*(#)	XBRL Label Linkbase Document
101.PRE*(#)	XBRL Presentation Linkbase Document

*   Attached hereto.

(#) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

13

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

GENETHERA, INC.

By:  s/ Antonio Milici  

Name:   Antonio Milici

Title:  President and Chief Executive Officer

April 11, 2012

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Antonio Milici, certify that:

1.	I have reviewed this Form 10-Q/A for the fiscal quarter ended September 30, 2011 of GeneThera, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 11, 2012

/s/ Antonio Milici 

Antonio Milici

President and Chief Executive Officer

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tannya L. Irizarry, certify that:

1.	I have reviewed this Form 10-Q/A for the fiscal quarter ended September 30, 2011 of GeneThera, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  April 11, 2012

/s/ Tannya L. Irizarry

Tannya L. Irizarry

Chief Financial Officer (Interim)

(Principal Financial/Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Antonio Milici, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q/A of GeneThera, Inc. for the quarterly period ended September 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-Q/A fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.

By:	/s/  Antonio Milici
Name:	Antonio Milici
Title:	President and Chief Executive Officer
Date:	April 11, 2012

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Tannya L. Irizarry, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q/A of GeneThera, Inc. for the quarterly period ended September 30, 2011, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Quarterly Report on Form 10-Q/A fairly presents in all material respects the financial condition and results of operations of GeneThera, Inc.

By:	/s/ Tannya L Irizarry
Name:	Tannya L Irizarry
Title:	Chief Financial Officer (Interim)
Date:	April 11, 2012

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Restatement

3 Months Ended

Sep. 30, 2011

Accounting Changes and Error Corrections

Accounting Changes and Error Corrections [Text Block]

Note 4- Restatement

The Company identified an error relating to the issuance of 24 million shares to an investor in relation to convertible notes. Per agreement, the 24 million shares will not be released to the investor until $1 million in financing has been raised. As of September 30, 2011, the investor had not met this requirement; as such, the 24 million remains in escrow and should not be included in equity. The effect of the restatement is to decrease net loss by $945,140 for the three and nine months ended September 30, 2011.  Net loss per share decreased by $0.01 for the three months ended September 30, 2011 and decreased by $0.02 for the nine months ended September 30, 2011.

The following tables reflect the adjustment and restated amounts:

	September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Balance Sheet
Stockholders' deficit:
Series A preferred stock, par value $0.001 per share, 20,000,000
shares authorized, 4,600 shares issued  and outstanding
as of September 30, 2011 and December 31, 2010, respectively	$	5					$	5
Series B preferred stock, par value $0.001 per share, 30,000,000
shares authorized, 15,410,000 shares issued and outstanding
as of September 30, 2011 and December 31, 2010, respectively		15,410						15,410
Common stock, par value $0.001 per share, 300,000,000
shares authorized, 25,485,596 and 21,865,913 shares issued and
outstanding as of September 30, 2011,  and December 31, 2010, respectively		49,486			(24,000	)		25,486
Additional paid-in capital		18,408,630			(921,140	)		17,487,490
Deficit accumulated during the development stage		(21,308,817	)		945,140			(20,363,677	)
Total stockholders' deficit		(2,835,286	)		-			(2,835,286	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	44,617		$	-		$	44,617
	For the Three Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Operations
Expenses
General and administrative expenses	$	1,429,131		$	(945,140	)	$	483,991
Total Expenses		(1,526,451	)		945,140			(581,311	)
Net Loss	$	(1,527,827	)	$	945,140		$	(582,687	)
Net Loss Per Common Share- Basic and Diluted		(0.03	)		-			(0.02	)
	For the Nine Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Operations
Expenses
General and administrative expenses	$	1,608,278		$	(945,140	)	$	663,138
Total Expenses		(1,849,059	)		945,140			(903,919	)
Net Loss	$	(1,854,609	)	$	945,140		$	(909,469	)
Net Loss Per Common Share- Basic and Diluted		(0.06	)		-			(0.04	)
	For the Nine Months Ended September 30, 2011
	As Reported			Adjustment			As Restated
Consolidated Statement of Cash Flows
Net Loss for the period	$	(1,854,609	)	$	(945,140	)	$	(909,469	)
Accounts payable and accrued expenses		1,390,384			945,140			445,244
Net Cash Used in Operating Activities	$	(22,913	)	$	945,140		$	(22,913	)

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Stockholders' Equity

3 Months Ended

Sep. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

Note 3- Shareholders’ equity

On August 23, 2011, the Company increased its authorized shares to 300,000,000 shares of common stock, par value $.001 per share. Shares issued prior to August 23, 2011 have been retroactively restated to reflect the impact of the change in par value per share.

During 2011, the Company issued 1,600,000 shares valued at $28,810 for cash.

During 2011, the Company issued 2,467,200 shares for conversion of promissory notes totaling $102,636.

During 2011, the Company issued 950,001 shares valued at $17,250 for services.

During 2011, the Company issued 9,090,000 Series B preferred shares to the CEO and CFO as compensation valued at $454,500.

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Consolidated Balance Sheets (USD $)	Sep. 30, 2011	Dec. 31, 2010
Cash	$ 113	$ 7
Accounts receivable-related party	25,928
Prepaid expenses	3,567	2,656
Total current assets	29,608	2,663
Office and laboratory equipment	734,869	729,078
Less: Accumulated depreciation	(726,860)	(724,874)
Total property and equipment	8,009	4,204
Other assets	7,000	7,000
TOTAL ASSETS	44,617	13,867
Accounts payable	653,343	608,333
Accounts payable-related party		31,513
Accrued expenses	1,373,261	1,292,975
Notes payable	10,800	10,800
Convertible notes payable	197,080	27,900
Loan from shareholder	645,419	645,419
Total liabilities	2,879,903	2,616,940
Common stock	25,486	21,866
Additional paid-in capital	17,487,490	16,822,944
Deficit accumulated during the development stage	(20,363,677)	(19,454,208)
Total stockholders' deficit	(2,835,286)	(2,603,073)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	44,617	13,867
Series A Preferred Stock
Preferred stock	5	5
Series B Preferred Stock
Preferred stock	$ 15,410	$ 6,320

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Basis of Presentation

3 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Basis of Accounting [Text Block]

Note 1- Basis of presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period, as reported in the Form 10-K, have been omitted.

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Going Concern

3 Months Ended

Sep. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Liquidity Disclosure [Policy Text Block]

Note 2- Going Concern

As shown in the accompanying consolidated financial statements, GeneThera had an accumulated deficit and a working capital deficit as of September 30, 2011. These conditions raise substantial doubt as to GeneThera’s ability to continue as a going concern. Management’s plan with regard to these matters includes raising working capital and significant assets and resources to assure GeneThera’s viability, through private or public equity offering, and/or debt financing, and/or through the acquisition of new business or private ventures. The financial statements do not include any adjustments that might be necessary if GeneThera is unable to continue as a going concern.

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Consolidated Balance Sheets Parenthetical (USD $)	Sep. 30, 2011	Dec. 31, 2010
Common Stock, Par Value	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares Issued	25,485,596	21,865,913
Common Stock, Shares Outstanding	25,485,596	21,865,913
Series A Preferred Stock
Preferred Stock, Par Value	$ 0.001	$ 0.001
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 Stock
Preferred Stock, Par Value	$ 0.001	$ 0.001
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

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Document and Entity Information	3 Months Ended
	Sep. 30, 2011	Apr. 11, 2012
Document and Entity Information
Entity Registrant Name	GENETHERA INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001017110
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		23,710,596
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	No
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3

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Consolidated Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Consulting	$ 26,451		$ 26,451	$ 25,550
General and administrative expenses	483,991	36,513	663,138	65,498
Payroll expenses	69,750	69,750	209,250	209,250
Depreciation	663	2,139	1,986	6,419
Laboratory expenses	456	25	3,094	25
Total operating expenses	581,311	108,427	903,919	306,742
Loss from operations	(581,311)	(108,427)	(903,919)	(306,742)
Interest expense	(1,376)	(228)	(5,550)	(228)
Net loss	$ (582,687)	$ (108,655)	$ (909,469)	$ (306,970)
Loss per common share - Basic and diluted	$ (0.02)		$ (0.04)	$ (0.01)
Weighted average common shares outstanding - Basic	25,782,947	23,180,980	24,153,189	22,553,466
Weighted average common shares outstanding - Diluted	25,782,947	23,180,980	24,153,189	22,553,466

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Net loss	$ (909,469)	$ (306,970)
Stock-based compensation	471,750	25,550
Depreciation and amortization	1,986	6,419
Change in prepaid expenses	(911)	(3,150)
Change in accounts payable - related parties	(31,513)	8,581
Change in accounts payable and accrued expenses	445,244	262,779
Net cash used in operating activities	(22,913)	(6,791)
Cash paid for purchase of property and equipment	(5,791)
Net cash used in investing activities	(5,791)
Proceeds from issuance of stock	28,810
Proceeds from (payments for) loans payable		6,800
Net cash provided by financing activities	28,810	6,800
Net increase in cash	106	9
Cash at the beginning of the period	7	7
Cash at the end of the period	113	16
Cash paid for interest
Cash paid for income taxes
Proceeds from convertible notes payable given to a related party to pay Company operating expenses, net of $25,928 not yet spent	1,265,088
Shares cancelled	1,397
Conversion of convertible notes payable to common stock	$ 176,696