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

         Date of Report (Date of earliest event reported) March 6, 2006

                      -------------------------------------

                                 GeneThera, Inc.
                                 ---------------
               (Exact name of registrant as specified in charter)

                      -------------------------------------

Florida                                  000-27237                    65-0622463
-------                                  ---------                    ----------
(State of other jurisdiction of        (Commission              (I.R.S. Employer
incorporation or organization)         File Number)       Identification Number)

3930 Youngfield
Wheat Ridge, Colorado                                                      80033
---------------------                                                      -----
(Address of Principal Executive Office)                               (Zip Code)

       Registrant's telephone number, including area code: (303) 463-6371

                          Copies of Communications to:
               Dennis H. Johnston, a Professional Law Corporation
                                  9422 Canfield
                           La Habra, California 90631
                               Tel (562) 694-5092
                               Fax (619) 694-0412

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

--------------------------------------------------------------------------------

<PAGE>

                           FORWARD-LOOKING STATEMENTS

This document contains  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995. All  statements  other than
statements of historical fact are  "forward-looking  statements" for purposes of
federal  and  state  securities  laws,  including,   but  not  limited  to,  any
projections of earnings, revenue or other financial items; any statements of the
plans,  strategies  and  objections of  management  for future  operations;  any
statements  concerning  proposed new services or  developments;  any  statements
regarding future economic  conditions or performance;  any statements or belief;
and any statements of assumptions underlying any of the foregoing.

Forward-looking  statements  may include the words "may,"  "could,"  "estimate,"
"intend,"  "continue,"  "believe,"  "expect" or  "anticipate"  or other  similar
words.  These  forward-looking  statements present our estimates and assumptions
only as of the date of this report.  Except for our ongoing  securities laws, we
do not  intend,  and  undertake  no  obligation,  to update any  forward-looking
statement.

The assumptions used for purposes of the forward-looking statements specified in
the following  information  represent estimates of future events and are subject
to uncertainty as to the possible  changes in economic,  legislative,  industry,
and other  circumstances.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable  alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary  substantially
on the  achievability of those  forward-looking  statements.  We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.

For a detailed  description  of these and other  factors that could cause actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statement,  please see "Factors  that May Affect  Future  Results" in our Annual
Report on Form 10-KSB for the year ended December 31, 2005.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Investment Agreement with Imperial Capital Holdings

On May 2,  2006,  the  Registrant  entered  into an  Investment  Agreement  with
Imperial Capital Holdings  ("Imperial").  Under the terms of the agreement,  the
Registrant agreed to issue and sell to Imperial, and Imperial agreed to purchase
from the  Registrant  up to that  number of shares  of  common  stock  having an
aggregate  purchase price of $5,000,000.  The Registrant will be able to require
Imperial to purchase up to the  $5,000,000  of its common  stock over a two-year
period commencing on the date a registration  statement is declared effective by
the  SEC  covering  shares  of the  Registrant's  common  stock  underlying  the
Investment  Agreement.  These funds will be able to be drawn at the Registrant's
discretion by delivering a written notice ("Put  Notice")  stating the amount of
funds the  Registrant  wishes to draw ("Put  Amount").  The Put Amount  shall be
equal to 93% of the market price of the Registrant's common stock, as calculated
in accordance  with the terms of the Investment  Agreement,  provided that in no
event will the Put Amount be less than $10,000,  or greater than  $250,000.  The
Registrant shall not be entitled to submit a Put Notice until after the previous
closing has been completed.

Registration Rights.  Pursuant to the terms of the Registration Rights Agreement
dated May 2,  2006  between  Imperial  and the  Registrant,  the  Registrant  is
obligated  to  file  a  registration   statement   registering   shares  of  the
Registrant's  common  stock  issuable on the date  proceeding  the filing of the
Registration Statement based on the closing bid price of the Registrant's common
stock on such date and the amount  reasonably  calculated that represents common
stock  estimated  to be issued  under the  Investment  Agreement,  except to the
extent that the SEC  requires  the share  amount to be reduced as a condition of
effectiveness.  The Registrant shall use commercially reasonable efforts to have
the  Registration  Statement  declared  effective by the SEC within 120 calendar
days after the filing of the Registration Statement.

Placement Agent. In connection with the Investment Agreement, on May 2, 2006 the
Registrant  entered  into a Placement  Agent  Agreement  with  Brewer  Financial
Services, LLC, a NASD registered broker-dealer.  The Placement Agent will render
consulting  services to the Registrant with respect to the Investment  Agreement
and will be available for  consultation  in  connection  with the advances to be
requested by the Registrant pursuant to the Investment Agreement. The Registrant
agreed to pay to the Placement Agent 1% of the gross proceeds from each draw for
all services in connection with the Placement Agent Agreement.

<PAGE>

The foregoing is a summary of the terms of the agreements with Imperial and does
not purport to be complete  and is qualified in its entirety by reference to the
full text of the  agreements,  copies of which are  attached  hereto as  Exhibit
10.21, the Equity Investment  Agreement,  Exhibit 10.22, the Registration Rights
Agreement, and Exhibit 10.23, the Placement Agent Agreement.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 5, 2006,  GeneThera,  Inc. (the "Registrant") entered into a subscription
agreement and issued 1,500,000 shares of the Registrant's  Series B convertible,
preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), to
Antonio Milici,  Registrant's  Chief Executive Officer and Chairman of the Board
of  Directors.  The Series B Preferred  Stock was issued to Dr.  Milici for cash
consideration  of $.04, per share,  or an aggregate of Sixty Thousand  ($60,000)
Dollars.

The Series B Preferred  Stock  issuance to Dr.  Milici was exempt under  Section
4(2) of the  Securities  Act.  Dr.  Milici had access to  information  about the
Registrant  and the  shares of  Series B  Preferred  Stock  issued  contain  the
appropriate   restrictive  legend  restricting  their   transferability   absent
registration or an available exemption.

Pursuant to the Registrant's  Certificate of Designation establishing the Series
B Preferred Stock,  each share of the currently issued and outstanding  Series B
Preferred  Stock may be  converted  into ten (10) fully paid and  non-assessable
shares of the Registrant's  common stock. On all matters  submitted to a vote of
the holders of the common stock, including,  without limitation, the election of
directors, a holder of shares of the Series B Preferred Stock is entitled to the
number of votes on such  matters  equal to the  number of shares of the Series B
Preferred Stock held by such holder multiplied by twenty (20).

The  foregoing  is a summary  of the  rights  and  preferences  of the  Series B
Preferred  Stock and does not purport to be  complete  and is  qualified  in its
entirety  by  reference  to the  full  text of the  Certificate  of  Rights  and
Preferences  of the Series B  Convertible,  Preferred  Stock, a copy of which is
attached hereto as Exhibit 3.2.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS

On May 19, 2006, Steven M. Grubner resigned from his position as Chief Financial
Officer. Mr. Grubner's  resignation was not based on any disagreement with us on
any matter relating to our operations,  policies or practices.  Mr. Grubner will
remain as a Director of GeneThera, Inc.

ITEM 9.01 EXHIBITS.

3.2   Certificate  of  Designation  of  Rights  and   Preferences  of  Series  B
      Convertible Preferred Stock

10.21 Equity Investment  Agreement with Imperial Capital Holdings,  dated May 2,
      2006

10.22 Registration Rights Agreement with Imperial Capital Holdings, dated May 2,
      2006

10.23 Placement Agent Agreement with Brewer Financial  Services,  LLC, dated May
      2, 2006

99.1  Letter of resignation dated May 19, 2006, from Steven Grubner.

--------------------------------------------------------------------------------

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                        GeneThera, Inc.,
                                        a Florida corporation


                                        By:/s/ Antonio Milici
                                           -------------------------------------
                                           Antonio Milici, Chief Executive
                                           Officer

Date: August 7, 2006
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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

         Date of Report (Date of earliest event reported) March 6, 2006

                      -------------------------------------

                                 GeneThera, Inc.
                                 ---------------
               (Exact name of registrant as specified in charter)

                      -------------------------------------

Florida                                  000-27237                    65-0622463
-------                                  ---------                    ----------
(State of other jurisdiction of        (Commission              (I.R.S. Employer
incorporation or organization)         File Number)       Identification Number)

3930 Youngfield
Wheat Ridge, Colorado                                                      80033
---------------------                                                      -----
(Address of Principal Executive Office)                               (Zip Code)

       Registrant's telephone number, including area code: (303) 463-6371

                          Copies of Communications to:
               Dennis H. Johnston, a Professional Law Corporation
                                  9422 Canfield
                           La Habra, California 90631
                               Tel (562) 694-5092
                               Fax (619) 694-0412

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

--------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS

This document contains  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995. All  statements  other than
statements of historical fact are  "forward-looking  statements" for purposes of
federal  and  state  securities  laws,  including,   but  not  limited  to,  any
projections of earnings, revenue or other financial items; any statements of the
plans,  strategies  and  objections of  management  for future  operations;  any
statements  concerning  proposed new services or  developments;  any  statements
regarding future economic  conditions or performance;  any statements or belief;
and any statements of assumptions underlying any of the foregoing.

Forward-looking  statements  may include the words "may,"  "could,"  "estimate,"
"intend,"  "continue,"  "believe,"  "expect" or  "anticipate"  or other  similar
words.  These  forward-looking  statements present our estimates and assumptions
only as of the date of this report.  Except for our ongoing  securities laws, we
do not  intend,  and  undertake  no  obligation,  to update any  forward-looking
statement.

The assumptions used for purposes of the forward-looking statements specified in
the following  information  represent estimates of future events and are subject
to uncertainty as to the possible  changes in economic,  legislative,  industry,
and other  circumstances.  As a result, the identification and interpretation of
data and other information and their use in developing and selecting assumptions
from and among reasonable  alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary  substantially
on the  achievability of those  forward-looking  statements.  We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following information are accurate, and we assume no obligation to update
any such forward-looking statements.

For a detailed  description  of these and other  factors that could cause actual
results  to  differ  materially  from  those  expressed  in any  forward-looking
statement,  please see "Factors  that May Affect  Future  Results" in our Annual
Report on Form 10-KSB for the year ended December 31, 2005.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Investment Agreement with Imperial Capital Holdings

On May 2,  2006,  the  Registrant  entered  into an  Investment  Agreement  with
Imperial Capital Holdings  ("Imperial").  Under the terms of the agreement,  the
Registrant agreed to issue and sell to Imperial, and Imperial agreed to purchase
from the  Registrant  up to that  number of shares  of  common  stock  having an
aggregate  purchase price of $5,000,000.  The Registrant will be able to require
Imperial to purchase up to the  $5,000,000  of its common  stock over a two-year
period commencing on the date a registration  statement is declared effective by
the  SEC  covering  shares  of the  Registrant's  common  stock  underlying  the
Investment  Agreement.  These funds will be able to be drawn at the Registrant's
discretion by delivering a written notice ("Put  Notice")  stating the amount of
funds the  Registrant  wishes to draw ("Put  Amount").  The Put Amount  shall be
equal to 93% of the market price of the Registrant's common stock, as calculated
in accordance  with the terms of the Investment  Agreement,  provided that in no
event will the Put Amount be less than $10,000,  or greater than  $250,000.  The
Registrant shall not be entitled to submit a Put Notice until after the previous
closing has been completed.

Registration Rights.  Pursuant to the terms of the Registration Rights Agreement
dated May 2,  2006  between  Imperial  and the  Registrant,  the  Registrant  is
obligated  to  file  a  registration   statement   registering   shares  of  the
Registrant's  common  stock  issuable on the date  proceeding  the filing of the
Registration Statement based on the closing bid price of the Registrant's common
stock on such date and the amount  reasonably  calculated that represents common
stock  estimated  to be issued  under the  Investment  Agreement,  except to the
extent that the SEC  requires  the share  amount to be reduced as a condition of
effectiveness.  The Registrant shall use commercially reasonable efforts to have
the  Registration  Statement  declared  effective by the SEC within 120 calendar
days after the filing of the Registration Statement.

Placement Agent. In connection with the Investment Agreement, on May 2, 2006 the
Registrant  entered  into a Placement  Agent  Agreement  with  Brewer  Financial
Services, LLC, a NASD registered broker-dealer.  The Placement Agent will render
consulting  services to the Registrant with respect to the Investment  Agreement
and will be available for  consultation  in  connection  with the advances to be
requested by the Registrant pursuant to the Investment Agreement. The Registrant
agreed to pay to the Placement Agent 1% of the gross proceeds from each draw for
all services in connection with the Placement Agent Agreement.
The foregoing is a summary of the terms of the agreements with Imperial and does
not purport to be complete  and is qualified in its entirety by reference to the
full text of the  agreements,  copies of which are  attached  hereto as  Exhibit
10.21, the Equity Investment  Agreement,  Exhibit 10.22, the Registration Rights
Agreement, and Exhibit 10.23, the Placement Agent Agreement.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On May 5, 2006,  GeneThera,  Inc. (the "Registrant") entered into a subscription
agreement and issued 1,500,000 shares of the Registrant's  Series B convertible,
preferred stock, par value $0.001 per share (the "Series B Preferred Stock"), to
Antonio Milici,  Registrant's  Chief Executive Officer and Chairman of the Board
of  Directors.  The Series B Preferred  Stock was issued to Dr.  Milici for cash
consideration  of $.04, per share,  or an aggregate of Sixty Thousand  ($60,000)
Dollars.

The Series B Preferred  Stock  issuance to Dr.  Milici was exempt under  Section
4(2) of the  Securities  Act.  Dr.  Milici had access to  information  about the
Registrant  and the  shares of  Series B  Preferred  Stock  issued  contain  the
appropriate   restrictive  legend  restricting  their   transferability   absent
registration or an available exemption.

Pursuant to the Registrant's  Certificate of Designation establishing the Series
B Preferred Stock,  each share of the currently issued and outstanding  Series B
Preferred  Stock may be  converted  into ten (10) fully paid and  non-assessable
shares of the Registrant's  common stock. On all matters  submitted to a vote of
the holders of the common stock, including,  without limitation, the election of
directors, a holder of shares of the Series B Preferred Stock is entitled to the
number of votes on such  matters  equal to the  number of shares of the Series B
Preferred Stock held by such holder multiplied by twenty (20).

The  foregoing  is a summary  of the  rights  and  preferences  of the  Series B
Preferred  Stock and does not purport to be  complete  and is  qualified  in its
entirety  by  reference  to the  full  text of the  Certificate  of  Rights  and
Preferences  of the Series B  Convertible,  Preferred  Stock, a copy of which is
attached hereto as Exhibit 3.2.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS

On May 19, 2006, Steven M. Grubner resigned from his position as Chief Financial
Officer. Mr. Grubner's  resignation was not based on any disagreement with us on
any matter relating to our operations,  policies or practices.  Mr. Grubner will
remain as a Director of GeneThera, Inc.

ITEM 9.01 EXHIBITS.

3.2   Certificate  of  Designation  of  Rights  and   Preferences  of  Series  B
      Convertible Preferred Stock

10.21 Equity Investment  Agreement with Imperial Capital Holdings,  dated May 2,
      2006

10.22 Registration Rights Agreement with Imperial Capital Holdings, dated May 2,
      2006

10.23 Placement Agent Agreement with Brewer Financial  Services,  LLC, dated May
      2, 2006

99.1  Letter of resignation dated May 19, 2006, from Steven Grubner.

--------------------------------------------------------------------------------
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly caused this Current  Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.

                                        GeneThera, Inc.,
                                        a Florida corporation

                                        By:/s/ Antonio Milici
                                           -------------------------------------
                                           Antonio Milici, Chief Executive
                                           Officer

Date: August 7, 2006