content: -------------------------------------------------------------------------------
  
                                    United States
                         Securities and Exchange Commission
                               Washington, D.C. 20549
                         -----------------------------------
  
                                      FORM 8-K
  
                         -----------------------------------
  
                                   Current Report
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
  
                January 14, 2002                               0-27237
  ------------------------------------------------       ----------------------
  Date of Report (Date of earliest event reported)       Commission File Number
  
                            HAND BRAND DISTRIBUTION, INC.
               (Exact name of registrant as specified in its charter)
  
  
              Florida                                  66-0622463
  -------------------------------            -------------------------------
  (State or other jurisdiction of            (I.R.S. Employer Identification
  incorporation or organization)                      Number)
  
  
                                9845 N.E. 2nd Avenue
                            Miami Shores, Florida 33138
       ----------------------------------------------------------------------
  
  
                                   (305) 759-8710
       ----------------------------------------------------------------------
                (Registrant's telephone nubmer, including area code)
  
  <PAGE>
  
  
  
  
  Item 2 and Item 3.         Acquisition or Disposition of Assets and Change in
                             Control of the Registrant
  
  On January 14, 2002, Hand Brand Distribution,  Inc. (the "Company") entered into
  Stock  Purchase  Agreements  with six of the  shareholders  of  GeneThera,  Inc.
  ("GTI"). As of February 25, 2002, the Company,  had acquired 92.9% of the issued
  and outstanding shares of GTI and GTI has become a subsidiary of the Company. As
  consideration  for the GTI shares,  the Company issued an aggregate of 8,305,950
  shares of the Company's common stock to the former GTI  shareholders.  Following
  the closing, there were approximately 8,654,575 issued and outstanding shares of
  the Company.
  
  Following  the  transaction,   Antonio  Milici,   M.D.  and  his  wife  acquired
  approximately  56% of the outstanding  stock of the Company.  The shares held by
  Dr. Milici are subject to a three year  irrevocable  proxy whereby (except as to
  the election of  directors,  on which he has to right to vote 50% of his shares)
  granted  to an  unrelated  independent  third  party.  To the  knowledge  of the
  Company,  except as set forth herein,  there are no arrangements,  including any
  pledge by any person of securities of the Company, the operation of which may at
  a subsequent date, result in a further change in control of the Company.
  
  As a part of the  acquisition,  on January 23, 2002,  Vantage  Holdings I LLC, a
  Delaware limited  liability  company acquired  1,783,950 shares of Company stock
  representing 20.6% of the outstanding  Company common stock. It has also entered
  into a Registration  Rights  Agreement with Hand Brand which provides for demand
  registration  rights with respect to the shares  acquired by Vantage.  Since the
  date of the acquisition transaction,  Vantage has sold part of its common shares
  to three unrelated  parties and currently holds 1,048,148 common shares or 12.1%
  of the Company stock  outstanding  as of February 25, 2002.  Vantage has entered
  into  stock  purchase   agreements   with  Company   shareholders   to  acquire
  approximately 25,000 shares by July 14, 2002. Additionally,  shareholders owning
  an  aggregate  of  5,940,000  shares of Company  stock have entered into lock-up
  agreements  whereby each has agreed that each will not transfer their respective
  shares for a period of three years from January 23, 2002, without prior approval
  of Vantage Holdings I LLC.
  
  Item 5.  Other Events.
  
  Private Equity Line of Credit Agreement.
  
  Effective  January 16, 2002,  the Company  entered into a Private Equity Line of
  Credit  Agreement with Prima Capital Growth Fund LLC pursuant to which Prima has
  agreed to purchase up to a maximum of $30,000,000 of shares of our common stock,
  upon the exercise of our put right.  The purchase  price for the common stock is
  87.5% of the market price  determined by the weighted  average  market price for
  the purchase of the shares of common stock.  The Company may put shares to Prima
  commencing  upon the later to occur (i) of the  effectiveness  of a registration
  statement  that  registers  the shares to be purchased by Prima and or (ii) such
  that the  Company's  Common  Stock is trading on a principal  market such as the
  Over The Counter  Bulletin  Board,  the Nasdaq  SmallCap or the NASDAQ  National
  Market System. The Company is obligated to pay a commitment fee of 1% ($300,000)
  to Prima and issue to Prima  warrants to purchase up to 600,000  shares at $1.00
  per share which vested on January 16, 2002 and are  exercisable  for a period of
  five  years  thereafter.  We intend to file a  registration  statement  with the
  Securities  and Exchange  Commission to register the shares of common stock that
  may be issued  pursuant to the Private  Equity Line of Credit  Agreement,  along
  with the shares of common stock underlying the warrants to be issued.  Until the
  registration statement becomes effective and the Company elects to put shares to
  Prima under the facility,  the Company currently has limited cash resources with
  which to operate.  On February 25, 2002,  Prima Capital  Growth Fund LLC and the
  Company agree to extend the payment of the commitment  fee and all  registration
  requirements until June 30, 2002.
  
  Appointment of New Directors
  
  On January 14, 2002, the Board of Directors  elected Henry J. Boucher Jr. to the
  Board of  Directors  to fill a vacancy in the
  
  <PAGE>
  
  
  number of Directors  arising from voluntary  resignation of Preston Johnson as a
  member of the Board.  On January 25, 2002,  the Board  appointed Dr. Milici as a
  Board member to fill the vacancy caused by the voluntary resignation of David M.
  Taggart. Mr. Nicholas Wollner will serve as interim President at the pleasure of
  the Board of Directors. The biographies of the new Directors and Officers are as
  follows:
  
  Henry J. Boucher,  Jr., age 54, received his M.S. in economics from South Dakota
  State  University in 1972.  From 1992 to January 2000, he was a partner at Marsh
  and McLennon,  an insurance  brokerage  firm. From January 2000 to January 2001,
  Mr. Boucher was a partner in the business  consulting  group of Arthur Anderson.
  In January 2001, Mr. Boucher joined Business Edge  Solutions,  where he was Vice
  President  until June 2001.  From June 2001, Mr. Boucher has been a principal of
  Mentus Consulting LLC.
  
  Antonio "Tony" Milici,  M.D.,  PhD. Dr. Milici,  age 46, serves as the Company's
  Chairman of the Board and Chief Scientific  Officer,  a Director of the Company.
  Dr. Milici had served as the Chairman,  President and Chief Executive Officer of
  GTI, Inc. since October 1998. From 1995 to August 1998, Dr. Milici was President
  and Chief Executive Officer of Genetrans,  Inc., a molecular diagnostic company.
  Dr. Milici  received his M.D. degree in Medicine and Surgery from the University
  of Rome,  Italy in 1979 and his Ph.D.  degree in  experimental  hematology  from
  Stanford  University  in  1983.  He  was a  post-doctoral  fellow  at  both  The
  University of Texas and Stanford  University.  He has published over 30 articles
  and  abstracts and holds  provisional  patents for  identification  of M-RNA HCV
  viral copies and TSE in blood.
  
  Nicolas  Wollner,  49, serves as the  Company's  interim  President.  He is also
  President  and CEO of  1919,  LLC  ("LLC")  a  diversified  business  and  brand
  development  company.  LLC's  various  divisions  offer  strategic  consultation
  through execution of complete marketing and stakeholder  communication programs.
  Current  clients  include  Wyeth-Ayerst,  Outback  Steakhouse,  New  York  Jets,
  RXMarketplace.com, Imclone Systems, Dreamworks SKG, and Sony. LLC has offices in
  New York,  Los Angeles and Salt Lake City.  Prior to launching  LLC, Mr. Wollner
  was founder and president of  Crossroads  Films,  one of the largest  commercial
  production  companies  in the nation with  offices in New York,  Los Angeles and
  Chicago. Mr. Wollner was in the Television Production departments of both Benton
  & Bowles and Doyle,  Dane,  Bernbach.  Mr. Wollner has served as Chairman of the
  Board of the Association of Independent  Commercial Producers from 1994-1995 and
  Chairman of the AICP show at MoMA in 1998. Mr.  Wollner was recently  honored by
  Mayor  Giuliani  with  the  City's  prestigious  Crystal  Apple  Award  for  his
  contributions and commitment to business in New York City.
  
  
  Employment Agreements.
  
  The Company  entered into an employment  agreement  with Tony Milici to serve as
  its Chief  Executive  Officer of GTI and Chairman of the Board of Directors  and
  Chief  Scientific   Officer  of  the  Company  through  December  10.  2006.  In
  consideration for his services,  Dr. Milici will receive an annual salary at the
  rate of $144,000  per annum plus  bonuses as may be  determined  by the Board of
  Directors  in  its  sole  discretion.  Dr.  Milici  has  given  to  the  Company
  undertakings of non-disclosure  and  non-competition  and has transferred to the
  Company and GTI of all his interests,  now or hereafter developed, in inventions
  and know-how related to the business activities of the Company
  
  Effective  February 25, 2002, the Company  entered into an employment  agreement
  with Nicolas  Wollner to act as interim  President of the Company . Mr.  Wollner
  will  receive a sum at the rate of  $3,000.00  per month and options to purchase
  50,000  shares of the  Company's  common  stock at $3.50 per share,  exercisable
  commencing on January 1, 2003,  until February 24, 2007. The options do not vest
  until December 31, 2002 and are subject to the terms and conditions of the Stock
  Incentive  Plan of the Company which will be presented to the Board of Directors
  at  its  next  meeting.   Mr.   Wollner  is  subject  to   confidentiality   and
  non-solicitation covenants.
  
  Business of GTI.
  
  <PAGE>
  
  
  GTI is a biotechnology company located in Wheat Ridge, Colorado,  that develops:
  1)  molecular  assays  for  the  detection  of  food  contaminating   pathogens,
  veterinary diseases and genetic modified organisms (GMOs) and 2) recombinant DNA
  vaccines.  GTI uses Real Time  Fluorogenic  Polymerase  Chain  Reaction  (F-PCR)
  platform technology for the detection of pathogens  responsible for Johne's Foot
  and  Mouth,  Mad Cow  Disease  and E.coli  O157:H7  contamination.  GTI's  F-PCR
  platform   provides  the   foundation  for  many  uniquely   patentable   market
  applications.  GTI has successfully applied F-PCR technology to the detection of
  E.coli O157:H7 in meat products.  We intend to use a similar  approach to detect
  the presence of additional  animal  diseases,  including Foot and Mouth disease,
  Mad Cow disease,  and Johne's disease. The cost efficiency of the GTI process is
  such that it allows that all animals can be tested  individually  versus today's
  practice of random sampling.
  
  Previous diagnostic  technologies,  such as antibody detection and even standard
  polymerase chain reaction (PCR) methods have been limited to disease  detection.
  GTI's  application of Fluorogenic  PCR (F-PCR) goes beyond  detection and allows
  for the precise quantification of viral, bacterial,  and cancerous nucleic acids
  levels.  Real time F-PCR is not only highly effective but also highly efficient.
  The F-PCR platform significantly streamlines the diagnostic process and provides
  the capability  for high volume  commercial  throughput at a competitive  price,
  something not available at all in the industry today.
  
  GTI has  developed  a method  for large  scale  production  of  highly  purified
  Adenovirus  recombinant  vectors.  This  technology  will  allow GTI to  develop
  Adenovirus  based  recombinant  DNA  vaccines for  veterinary  diseases and food
  pathogen.  GeneThera Inc.  proprietary  "Purivax" system  completely  eliminates
  toxic side effects  associates  with  adenovirus  vectors  making it possible to
  develop highly  immunogenic and safe recombinant DNA vaccines.  GTI is presently
  using the PURIVAX  technology to develop  E.coli  O157:H&,  Foot and Mouth,  and
  Johne's disease DNA vaccine
  
  GTI plans to initiate its commercial  operation to detect and quantify foodborne
  pathogens, detect and quantify genetically modified organisms (GMO) in crops and
  processed  food products,  which threaten the world's food,  supply within a six
  month period.
  
  With  applications  within both the  industry  and  consumer  settings,  GTI has
  already formed  relationships with major government  agencies,  trade groups and
  environmental  organizations.  Beginning  in  2003,  GTI  plans to open new labs
  initially  in the U.S,  and  subsequently  around  the  world to help  test live
  animals at farms,  feed lots and animal byproducts at slaughter houses and other
  processing facilities.
  
  
  
  
  <PAGE>
  
  
  Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
  
  a) Financial  Statements of GTI, Inc. for the periods  specified by Rule 3-05(v)
  of Regulation S-X will be filed by amendment  within 60 days after the date that
  this Form 8-K must be filed.
  
  b) Pro Forma Financial Information required pursuant to Article 11 of Regulation
  S-X will be filed by amendment  within 60 days after the date that this Form 8-K
  must be filed.
  
  c) Exhibits:
  
  3(i)     Articles of Incorporation filed on November 8, 1995(1)
  3(i)(1)  Amendment to Articles  of  Incorporation filed on February 4, 1999 to
           effectuate a 1 for two reverse stock split(1)
  3(i)(2)  Amendment to the Articles of  Incorporation filed January 15, 2002 to
           effectuate a 1 for 8 reverse stock split(2)
  3(ii)    Bylaws(1)
  10.1     Letter Agreement dated January 14, 2002 *
  10.2     Closing Letter for the Hand Brand/GeneThera Transaction*
  10.3     Antonio Milici Stock Purchase Agreement dated January 23, 2002*
  10.4     Private Equity Line of Credit Agreement dated January 16, 2002*
  10.5     Registration Rights Agreement with regard to the shares underlying the
           Private Equity   Line of Credit Agreement and the Warrants*
  10.6     Warrant Agreement with respect to the Private Equity Line of Credit
           Agreement*
  10.7     Nicolas Wollner Employment Agreement dated February 5, 2002*
  10.8     Registration Rights Agreement between the Company and Vantage
           Holdings I LLC dated January 23, 2002*
  
  --------------
  
  * Filed  herewith.
  (1)  Filed  as an  exhibit  to the  Company's  Current  Report  on  Form  10SB/A
  (Commission  File No.  0-27237),  as  filed  with the  Securities  and  Exchange
  Commission on September 9, 1999. 2000.
  (2) Filed as an exhibit to the Company's  Current Report on Form 8-K (Commission
  File No.  0-27237),  as filed with the  Securities  and Exchange  Commission  on
  January 17, 2002.
  
  
                                     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.
  
  Dated: March 5, 2002                   HAND BRAND DISTRIBUTION, INC.
  
  
                                         By:  /s/ Nicolas Wollner
                                             ----------------------------------
                                                  Nicolas Wollner, President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "e5335.txt", "secsgml_size_bytes": 15771}]
metadata_filer: {"company-data": {"conformed-name": "HAND BRAND DISTRIBUTION INC", "cik": "0001017110", "assigned-sic": "2721", "irs-number": "650622463", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27237", "film-number": "02567564"}, "business-address": {"street1": "9845 N E 2ND AVE", "city": "MIAMI SHORES", "state": "FL", "zip": "33138", "phone": "3057598710"}, "mail-address": {"street1": "9845 NE 2ND AVENUE", "city": "MIAMI SHORES", "state": "FL", "zip": "33138"}}
text: -------------------------------------------------------------------------------
  
                                    United States
                         Securities and Exchange Commission
                               Washington, D.C. 20549
                         -----------------------------------
  
                                      FORM 8-K
  
                         -----------------------------------
  
                                   Current Report
                       Pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934
  
                January 14, 2002                               0-27237
  ------------------------------------------------       ----------------------
  Date of Report (Date of earliest event reported)       Commission File Number
  
                            HAND BRAND DISTRIBUTION, INC.
               (Exact name of registrant as specified in its charter)
  
              Florida                                  66-0622463
  -------------------------------            -------------------------------
  (State or other jurisdiction of            (I.R.S. Employer Identification
  incorporation or organization)                      Number)
  
                                9845 N.E. 2nd Avenue
                            Miami Shores, Florida 33138
       ----------------------------------------------------------------------
  
                                   (305) 759-8710
       ----------------------------------------------------------------------
                (Registrant's telephone nubmer, including area code)
  Item 2 and Item 3.         Acquisition or Disposition of Assets and Change in
                             Control of the Registrant
  
  On January 14, 2002, Hand Brand Distribution,  Inc. (the "Company") entered into
  Stock  Purchase  Agreements  with six of the  shareholders  of  GeneThera,  Inc.
  ("GTI"). As of February 25, 2002, the Company,  had acquired 92.9% of the issued
  and outstanding shares of GTI and GTI has become a subsidiary of the Company. As
  consideration  for the GTI shares,  the Company issued an aggregate of 8,305,950
  shares of the Company's common stock to the former GTI  shareholders.  Following
  the closing, there were approximately 8,654,575 issued and outstanding shares of
  the Company.
  
  Following  the  transaction,   Antonio  Milici,   M.D.  and  his  wife  acquired
  approximately  56% of the outstanding  stock of the Company.  The shares held by
  Dr. Milici are subject to a three year  irrevocable  proxy whereby (except as to
  the election of  directors,  on which he has to right to vote 50% of his shares)
  granted  to an  unrelated  independent  third  party.  To the  knowledge  of the
  Company,  except as set forth herein,  there are no arrangements,  including any
  pledge by any person of securities of the Company, the operation of which may at
  a subsequent date, result in a further change in control of the Company.
  
  As a part of the  acquisition,  on January 23, 2002,  Vantage  Holdings I LLC, a
  Delaware limited  liability  company acquired  1,783,950 shares of Company stock
  representing 20.6% of the outstanding  Company common stock. It has also entered
  into a Registration  Rights  Agreement with Hand Brand which provides for demand
  registration  rights with respect to the shares  acquired by Vantage.  Since the
  date of the acquisition transaction,  Vantage has sold part of its common shares
  to three unrelated  parties and currently holds 1,048,148 common shares or 12.1%
  of the Company stock  outstanding  as of February 25, 2002.  Vantage has entered
  into  stock  purchase   agreements   with  Company   shareholders   to  acquire
  approximately 25,000 shares by July 14, 2002. Additionally,  shareholders owning
  an  aggregate  of  5,940,000  shares of Company  stock have entered into lock-up
  agreements  whereby each has agreed that each will not transfer their respective
  shares for a period of three years from January 23, 2002, without prior approval
  of Vantage Holdings I LLC.
  
  Item 5.  Other Events.
  
  Private Equity Line of Credit Agreement.
  
  Effective  January 16, 2002,  the Company  entered into a Private Equity Line of
  Credit  Agreement with Prima Capital Growth Fund LLC pursuant to which Prima has
  agreed to purchase up to a maximum of $30,000,000 of shares of our common stock,
  upon the exercise of our put right.  The purchase  price for the common stock is
  87.5% of the market price  determined by the weighted  average  market price for
  the purchase of the shares of common stock.  The Company may put shares to Prima
  commencing  upon the later to occur (i) of the  effectiveness  of a registration
  statement  that  registers  the shares to be purchased by Prima and or (ii) such
  that the  Company's  Common  Stock is trading on a principal  market such as the
  Over The Counter  Bulletin  Board,  the Nasdaq  SmallCap or the NASDAQ  National
  Market System. The Company is obligated to pay a commitment fee of 1% ($300,000)
  to Prima and issue to Prima  warrants to purchase up to 600,000  shares at $1.00
  per share which vested on January 16, 2002 and are  exercisable  for a period of
  five  years  thereafter.  We intend to file a  registration  statement  with the
  Securities  and Exchange  Commission to register the shares of common stock that
  may be issued  pursuant to the Private  Equity Line of Credit  Agreement,  along
  with the shares of common stock underlying the warrants to be issued.  Until the
  registration statement becomes effective and the Company elects to put shares to
  Prima under the facility,  the Company currently has limited cash resources with
  which to operate.  On February 25, 2002,  Prima Capital  Growth Fund LLC and the
  Company agree to extend the payment of the commitment  fee and all  registration
  requirements until June 30, 2002.
  
  Appointment of New Directors
  
  On January 14, 2002, the Board of Directors  elected Henry J. Boucher Jr. to the
  Board of  Directors  to fill a vacancy in the
  number of Directors  arising from voluntary  resignation of Preston Johnson as a
  member of the Board.  On January 25, 2002,  the Board  appointed Dr. Milici as a
  Board member to fill the vacancy caused by the voluntary resignation of David M.
  Taggart. Mr. Nicholas Wollner will serve as interim President at the pleasure of
  the Board of Directors. The biographies of the new Directors and Officers are as
  follows:
  
  Henry J. Boucher,  Jr., age 54, received his M.S. in economics from South Dakota
  State  University in 1972.  From 1992 to January 2000, he was a partner at Marsh
  and McLennon,  an insurance  brokerage  firm. From January 2000 to January 2001,
  Mr. Boucher was a partner in the business  consulting  group of Arthur Anderson.
  In January 2001, Mr. Boucher joined Business Edge  Solutions,  where he was Vice
  President  until June 2001.  From June 2001, Mr. Boucher has been a principal of
  Mentus Consulting LLC.
  
  Antonio "Tony" Milici,  M.D.,  PhD. Dr. Milici,  age 46, serves as the Company's
  Chairman of the Board and Chief Scientific  Officer,  a Director of the Company.
  Dr. Milici had served as the Chairman,  President and Chief Executive Officer of
  GTI, Inc. since October 1998. From 1995 to August 1998, Dr. Milici was President
  and Chief Executive Officer of Genetrans,  Inc., a molecular diagnostic company.
  Dr. Milici  received his M.D. degree in Medicine and Surgery from the University
  of Rome,  Italy in 1979 and his Ph.D.  degree in  experimental  hematology  from
  Stanford  University  in  1983.  He  was a  post-doctoral  fellow  at  both  The
  University of Texas and Stanford  University.  He has published over 30 articles
  and  abstracts and holds  provisional  patents for  identification  of M-RNA HCV
  viral copies and TSE in blood.
  
  Nicolas  Wollner,  49, serves as the  Company's  interim  President.  He is also
  President  and CEO of  1919,  LLC  ("LLC")  a  diversified  business  and  brand
  development  company.  LLC's  various  divisions  offer  strategic  consultation
  through execution of complete marketing and stakeholder  communication programs.
  Current  clients  include  Wyeth-Ayerst,  Outback  Steakhouse,  New  York  Jets,
  RXMarketplace.com, Imclone Systems, Dreamworks SKG, and Sony. LLC has offices in
  New York,  Los Angeles and Salt Lake City.  Prior to launching  LLC, Mr. Wollner
  was founder and president of  Crossroads  Films,  one of the largest  commercial
  production  companies  in the nation with  offices in New York,  Los Angeles and
  Chicago. Mr. Wollner was in the Television Production departments of both Benton
  & Bowles and Doyle,  Dane,  Bernbach.  Mr. Wollner has served as Chairman of the
  Board of the Association of Independent  Commercial Producers from 1994-1995 and
  Chairman of the AICP show at MoMA in 1998. Mr.  Wollner was recently  honored by
  Mayor  Giuliani  with  the  City's  prestigious  Crystal  Apple  Award  for  his
  contributions and commitment to business in New York City.
  
  Employment Agreements.
  
  The Company  entered into an employment  agreement  with Tony Milici to serve as
  its Chief  Executive  Officer of GTI and Chairman of the Board of Directors  and
  Chief  Scientific   Officer  of  the  Company  through  December  10.  2006.  In
  consideration for his services,  Dr. Milici will receive an annual salary at the
  rate of $144,000  per annum plus  bonuses as may be  determined  by the Board of
  Directors  in  its  sole  discretion.  Dr.  Milici  has  given  to  the  Company
  undertakings of non-disclosure  and  non-competition  and has transferred to the
  Company and GTI of all his interests,  now or hereafter developed, in inventions
  and know-how related to the business activities of the Company
  
  Effective  February 25, 2002, the Company  entered into an employment  agreement
  with Nicolas  Wollner to act as interim  President of the Company . Mr.  Wollner
  will  receive a sum at the rate of  $3,000.00  per month and options to purchase
  50,000  shares of the  Company's  common  stock at $3.50 per share,  exercisable
  commencing on January 1, 2003,  until February 24, 2007. The options do not vest
  until December 31, 2002 and are subject to the terms and conditions of the Stock
  Incentive  Plan of the Company which will be presented to the Board of Directors
  at  its  next  meeting.   Mr.   Wollner  is  subject  to   confidentiality   and
  non-solicitation covenants.
  
  Business of GTI.
  GTI is a biotechnology company located in Wheat Ridge, Colorado,  that develops:
  1)  molecular  assays  for  the  detection  of  food  contaminating   pathogens,
  veterinary diseases and genetic modified organisms (GMOs) and 2) recombinant DNA
  vaccines.  GTI uses Real Time  Fluorogenic  Polymerase  Chain  Reaction  (F-PCR)
  platform technology for the detection of pathogens  responsible for Johne's Foot
  and  Mouth,  Mad Cow  Disease  and E.coli  O157:H7  contamination.  GTI's  F-PCR
  platform   provides  the   foundation  for  many  uniquely   patentable   market
  applications.  GTI has successfully applied F-PCR technology to the detection of
  E.coli O157:H7 in meat products.  We intend to use a similar  approach to detect
  the presence of additional  animal  diseases,  including Foot and Mouth disease,
  Mad Cow disease,  and Johne's disease. The cost efficiency of the GTI process is
  such that it allows that all animals can be tested  individually  versus today's
  practice of random sampling.
  
  Previous diagnostic  technologies,  such as antibody detection and even standard
  polymerase chain reaction (PCR) methods have been limited to disease  detection.
  GTI's  application of Fluorogenic  PCR (F-PCR) goes beyond  detection and allows
  for the precise quantification of viral, bacterial,  and cancerous nucleic acids
  levels.  Real time F-PCR is not only highly effective but also highly efficient.
  The F-PCR platform significantly streamlines the diagnostic process and provides
  the capability  for high volume  commercial  throughput at a competitive  price,
  something not available at all in the industry today.
  
  GTI has  developed  a method  for large  scale  production  of  highly  purified
  Adenovirus  recombinant  vectors.  This  technology  will  allow GTI to  develop
  Adenovirus  based  recombinant  DNA  vaccines for  veterinary  diseases and food
  pathogen.  GeneThera Inc.  proprietary  "Purivax" system  completely  eliminates
  toxic side effects  associates  with  adenovirus  vectors  making it possible to
  develop highly  immunogenic and safe recombinant DNA vaccines.  GTI is presently
  using the PURIVAX  technology to develop  E.coli  O157:H&,  Foot and Mouth,  and
  Johne's disease DNA vaccine
  
  GTI plans to initiate its commercial  operation to detect and quantify foodborne
  pathogens, detect and quantify genetically modified organisms (GMO) in crops and
  processed  food products,  which threaten the world's food,  supply within a six
  month period.
  
  With  applications  within both the  industry  and  consumer  settings,  GTI has
  already formed  relationships with major government  agencies,  trade groups and
  environmental  organizations.  Beginning  in  2003,  GTI  plans to open new labs
  initially  in the U.S,  and  subsequently  around  the  world to help  test live
  animals at farms,  feed lots and animal byproducts at slaughter houses and other
  processing facilities.
  Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
  
  a) Financial  Statements of GTI, Inc. for the periods  specified by Rule 3-05(v)
  of Regulation S-X will be filed by amendment  within 60 days after the date that
  this Form 8-K must be filed.
  
  b) Pro Forma Financial Information required pursuant to Article 11 of Regulation
  S-X will be filed by amendment  within 60 days after the date that this Form 8-K
  must be filed.
  
  c) Exhibits:
  
  3(i)     Articles of Incorporation filed on November 8, 1995(1)
  3(i)(1)  Amendment to Articles  of  Incorporation filed on February 4, 1999 to
           effectuate a 1 for two reverse stock split(1)
  3(i)(2)  Amendment to the Articles of  Incorporation filed January 15, 2002 to
           effectuate a 1 for 8 reverse stock split(2)
  3(ii)    Bylaws(1)
  10.1     Letter Agreement dated January 14, 2002 *
  10.2     Closing Letter for the Hand Brand/GeneThera Transaction*
  10.3     Antonio Milici Stock Purchase Agreement dated January 23, 2002*
  10.4     Private Equity Line of Credit Agreement dated January 16, 2002*
  10.5     Registration Rights Agreement with regard to the shares underlying the
           Private Equity   Line of Credit Agreement and the Warrants*
  10.6     Warrant Agreement with respect to the Private Equity Line of Credit
           Agreement*
  10.7     Nicolas Wollner Employment Agreement dated February 5, 2002*
  10.8     Registration Rights Agreement between the Company and Vantage
           Holdings I LLC dated January 23, 2002*
  
  --------------
  
  * Filed  herewith.
  (1)  Filed  as an  exhibit  to the  Company's  Current  Report  on  Form  10SB/A
  (Commission  File No.  0-27237),  as  filed  with the  Securities  and  Exchange
  Commission on September 9, 1999. 2000.
  (2) Filed as an exhibit to the Company's  Current Report on Form 8-K (Commission
  File No.  0-27237),  as filed with the  Securities  and Exchange  Commission  on
  January 17, 2002.
  
                                     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.
  
  Dated: March 5, 2002                   HAND BRAND DISTRIBUTION, INC.
  
                                         By:  /s/ Nicolas Wollner
                                             ----------------------------------
                                                  Nicolas Wollner, President