CAUTOINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Sections of this Kind 10-Q, together with the Administration’s Dialogue and Evaluation
or Plan of Operation, include “forward-looking statements”. These
forward-looking statements are topic to dangers and uncertainties and different
elements which will trigger our precise outcomes, efficiency or achievements to be
materially completely different from the outcomes, efficiency or achievements expressed or
implied by the forward-looking statements. You shouldn’t unduly depend on these
statements. Ahead-looking statements contain assumptions and describe our
plans, methods, and expectations. You may typically determine a
forward-looking assertion by phrases equivalent to “might,” “will,” “ought to,” “would,”
“may,” “plans,” “purpose,” “potential,” “count on,” “anticipate,” “estimate,”
“consider,” “intent,” “challenge,” and comparable phrases and variations thereof. This
report incorporates forward-looking statements that handle, amongst different issues,
* Our financing plans
* Regulatory environments by which we function or plan to function
* Traits affecting our monetary situation or outcomes of operations
* The affect of competitors, the start-up of sure operations and acquisition
alternatives.
Components, dangers, and uncertainties that would trigger precise outcomes to vary
materially from these within the forward-looking statements (“Cautionary
Statements”) embody, amongst others,
* Our capability to lift capital
* Our capability to execute our enterprise technique in a really aggressive setting
* Our diploma of economic leverage
* Dangers related to our buying and integrating corporations into our personal
* Dangers referring to quickly growing know-how
* Regulatory issues
* Dangers associated to worldwide economies
* Dangers associated to market acceptance and demand for our services and products
* The affect of aggressive companies and pricing
* Different dangers referenced now and again in our SEC filings
All subsequent written and oral forward-looking statements attributable to us,
or anybody appearing on our behalf, are expressly certified of their entirety by the
cautionary statements. We don’t undertake any obligations to publicly launch
any revisions to any forward-looking statements to replicate occasions or
circumstances after the date of this report or to replicate unanticipated occasions
which will happen.
It’s best to learn the next dialogue of our outcomes and plan of operation in
conjunction with the consolidated monetary statements and the notes thereto
showing elsewhere on this Kind 10-Q. Statements on this Administration’s
Dialogue and Evaluation or Plan of Operation that aren’t statements of
historic or present goal truth are “forward-looking statements.”
OVERVIEW
We now have developed proprietary diagnostic assays to be used within the COVID-19 collectively
with agricultural and veterinary markets. Particular assays for COVID-19; Continual
Losing Illness (CWD) (amongst elk and deer) and Mad Cow Illness (amongst cattle)
have been developed and can be found presently on a restricted foundation. E. coli
(predominantly cattle) and Johne’s illness (predominantly cattle and bison)
diagnostics are in growth. We’re additionally engaged on vaccine options to
meet the rising calls for of at present’s veterinary trade and tomorrow’s
agriculture and healthcare industries. The Firm is organized and operated
each to repeatedly apply its scientific analysis to more practical administration
of illnesses and, in so doing, understand the industrial potential of molecular
biotechnology.
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Our enterprise mannequin is predicated on the event of a proprietary Molecular
Robotic/AI Laboratory Platform (“MORAP”), which might mix using
superior robotic laboratory techniques built-in with AI software program techniques on a
world scale. Upon growth, MORAP would embody a nationwide community of
interactive molecular laboratories operated utilizing superior built-in robotic
and machine studying cloud-based software program techniques, which might have the ability to share
knowledge and work together with one another. We consider MORAP could be able to
processing hundreds of thousands of samples and accumulating, storing and analyzing knowledge. We
consider that MORAP nationwide communications community could possibly be achieved
by means of superior cloud-based software program techniques, machine studying and
Web-of-Issues (IoT) networks. Upon growth, MORAP could possibly be readily
replicated and scaled using similar instrumentation and software program.
We now have not generated important working income as of June 30, 2022. Our
capability to generate substantial working income will depend upon our capability to
develop and acquire approval for molecular assays and growing therapeutic
vaccines for the detection and prevention of meals contaminating pathogens,
veterinary illnesses, and illnesses affecting human well being.
Our impartial auditors have expressed substantial doubt about our capability to
proceed as a going concern of their report on our consolidated monetary
statements as of December 31, 2021. For the 9 months ended September 30,
2022 and 2021, our web losses have been $406,256 and $736,479, respectively. Our
present liabilities exceeded present belongings by $8,542,764 and $8,177,968 as of
September 30, 2022 and December 31, 2021, respectively.
We would require important extra funding to be able to obtain our enterprise
plan. Over the following 12 months, to be able to have the aptitude of attaining our
marketing strategy, we consider that we are going to require at the least $40,000,000 in
extra funding. We’ll try to lift these funds by each means of 1 or
extra non-public choices of debt or fairness securities. In such occasions, we might
want rapid extra funding. Our capital necessities will depend upon many
elements together with, however not restricted to, the timing of additional growth of
assays to detect the presence of infectious illness from the blood of stay
animals, our hiring of extra personnel, the purposes for, and receipt
of, regulatory approvals for any veterinary vaccines that we might develop, and
different elements. Our capability to lift capital will improve our capability to
implement our marketing strategy.
We additionally count on to spend a big quantity of our capital on analysis and
growth actions for commercialization referring to growth and vaccine
design/growth. After we are capable of develop assays for various illnesses,
we intend to formalize the process right into a industrial utility by means of a
collection of laboratories to be owned and operated by GeneThera. So far, now we have
launched our diagnostic resolution for Continual Losing Illness (CWD) and Mad Cow
Illness on a really restricted foundation. We anticipate that important funds will likely be
spent on analysis and growth all through the lifetime of the Firm, as that is
the supply for brand spanking new merchandise to be launched to the market. Our plan is to hunt
new improvements within the robotic biotechnology area. We could also be profitable in
growing or validating any new assays and, after we are profitable in
growing and validating any such assays, we could possibly efficiently
commercialize them or earn income from gross sales of these assays. Moreover, we
could possibly design, develop, or efficiently commercialize vaccines as a
results of our analysis and growth efforts.
RELATED PARTY TRANSACTIONS
The Firm has an impressive mortgage payable and accrued curiosity to Antonio
Milici, its CEO and stockholder amounting to $679,092 as of September 30, 2022
and December 31, 2021, respectively. This excellent mortgage to the Firm is
unsecured and bears curiosity at 2.41%. The Firm has an impressive mortgage and
accrued curiosity payable to Tannya Irizarry, its interim CFO interim and
stockholder, amounting to $43,477 and $58,704 as of September 30, 2022 and
December 31, 2021, respectively. This excellent mortgage to the Firm is
unsecured and bears curiosity at 8%.
Tannya Irizarry owns 50% of GTI Company Switch Brokers, LLC, and the
Firm’s switch company. Through the 9 months ended September 30, 2022 and
2021, the Firm made funds to GTI Company Switch Brokers, LLC within the
quantities of $1,700 and $80, respectively.
Through the 9 months ended September 30, 2022, the Firm issued 816,667
shares of frequent inventory to a brand new director of the Firm for companies and
acknowledged a inventory based mostly consulting expense of $24,500. Throughout the identical interval,
the Firm issued 433,333 shares of frequent inventory to this director upon
conversion of his convertible notes payable of $13,000 at $0.03 per share.
On Could 9, 2021 the Firm issued 3,000,000 shares of frequent inventory to a
principal of GTI Company Switch Brokers, LLC of which an officer of the
Firm owns 50%. The Firm recorded an expense of $180,000 based mostly on the
closing inventory quote on the date of issuance.
RECENTLY ISSUED ACCOUNTING STANDARDS
Administration has evaluated all latest accounting pronouncements as issued by the
FASB within the type of Accounting Requirements Updates (“ASU”) by means of the date these
monetary statements have been accessible to be issued and discover no latest accounting
pronouncements that may have a fabric affect on the monetary statements of
the Firm.
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EMPLOYEES
As of September 30, 2022, we had a complete of two full-time staff who devoted
substantial effort on our behalf. None of our staff are represented by a
collective bargaining unit. We entered into an employment settlement with
Antonio Milici, M.D., Ph.D., to function our Chief Government Officer and Chief
Scientific Officer by means of January 31, 2025. In consideration for his companies,
Dr. Milici will obtain a base wage of $258,000 each year plus bonuses as might
be decided by the Board of Administrators at its sole discretion. As a part of his
employment settlement, Dr. Milici is topic to non-disclosure and
non-competition obligations and has transferred to the Firm all of his
pursuits in any thought, idea, method, invention or written work. We additionally
entered into an employment settlement with Tannya L. Irizarry to function our
Chief Administrative Officer by means of January 31, 2025. Since Could 2006, Ms.
Irizarry can also be our Chief Monetary Officer (Interim). Ms. Irizarry’s base
wage is $208,000 each year. There are not any worker points presently.
RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 and 2021
The corporate didn’t generate any income for the three months ended September
30, 2022 and 2021.
The corporate had complete working bills of $125,017 and $242,220 for the three
months ended September 30, 2022 and 2021, respectively, a lower of $117,203
from the prior interval due partly to the popularity of stock-based compensation
categorized as consulting charges throughout the three months ended September 30, 2021.
We had a web lack of $125,573 and $243,866 for the three months ended September
30, 2022 and 2021, respectively, leading to a lower of $118,293 from the
prior interval because of the recognition of stock-based compensation categorized as
consulting charges within the prior interval.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 and 2021
The corporate didn’t generate any income for the 9 months ended September30,
2022 and 2021.
The corporate had complete working bills of $404,588 and $731,541 for the 9
months ended September 30, 2022 and 2021, respectively, a lower of $326,953
because of the recognition of stock-based bills categorized as consulting charges in
2021.
We had a web lack of $ 406,256 and $736,479 for the 9 months ended September
30, 2022 and 2021, respectively, a lower of $330,223 from the prior interval
because of the recognition of stock-based bills categorized as consulting charges.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2022, we had money and money equivalents of $0. We now have
traditionally financed actions with money from the non-public placement of fairness
and debt securities and advances from associated events. Our auditors have issued
a going concern opinion. Which means our auditors consider there’s a
substantial doubt that we are able to proceed as an on-going enterprise for the following
twelve months except we acquire extra capital to pay our payments. We now have had
negligible revenues since inception and had an accrued deficit of
$32,677,702 and unfavourable working capital of $8,542,764 as of September 30, 2022.
Our present money stability will not be ample to fund our enterprise goals and
we are going to want important extra capital over the following 12-18 months so as
to fund our deliberate operations. Particularly, we intend to spend important
funds on finishing our robotic prototype system, validating and testing our
merchandise, searching for essential regulatory approvals and specializing in worldwide
enlargement. We’ll try to lift capital by means of a number of non-public
choices of debt or fairness securities or each. We might not have the ability to safe the
financing that we consider is important to implement our strategic goals
and, even when extra financing is secured, we might not obtain our strategic
goals. As of the date of this report, we wouldn’t have any agency commitments
from any traders for any extra funding.
Our longer-term working capital and capital necessities will depend on
quite a few elements, together with income and revenue technology, pre-clinical research
and medical trials, the timing and price of acquiring regulatory approvals, the
price of submitting, prosecuting, defending, and imposing patent claims and different
mental property rights, competing technological and market developments,
collaborative preparations. Extra capital will likely be required to be able to
attain such objectives. Such extra funds might not turn into accessible on acceptable
phrases, and we can’t give assurance that any extra funding that we do
acquire will likely be ample to fulfill our wants in the long run.
The accompanying consolidated monetary statements don’t embody any
changes to replicate the doable future results on recoverability and
classification of liabilities which will end result from the end result of this
uncertainty. If we’re unable to acquire extra working capital, our enterprise
might fail. Accordingly, we should increase money from sources apart from operations. To
date, now we have financed our operations primarily by means of money circulation from restricted
operations, augmented by money proceeds from financing actions, short-term
borrowings and fairness contributions by our stockholders. We should increase money to
implement our projected plan of operations. Failure to acquire capital to fund
short-term and long-term wants will seemingly end result within the curtailment of our
operations or cessation of sure facets of our enterprise technique.
The Firm has no off-balance sheet commitments or preparations.
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