UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the fiscal year ended May 31, 2008





or


o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the
transition period from ___________ to ___________




Commission
File Number





GENEMEN
INC.


(Exact
name of Registrant as specified in its charter)





Nevada
            
            20-2471612(State
      or other jurisdiction of
            
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)





For
correspondence, please contact:





Jillian
Ivey Sidoti, Esq.


34721
Myrtle Court


Winchester,
CA 92596


(323)
799-1342 (phone)


(951)
602-6049 (fax)





3702
South Virginia Street, Suite G12-401


Reno,
Nevada 89502-6030


(Address of principal
executive offices) (Zip Code)





(281)
488-3883


(Registrant’s
telephone number, including area code)





Indicate
by check mark whether the Registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes o     No
x





Indicate
by check mark whether the Registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o     No
o




1


Indicate
by check mark whether the Registrant (1) has 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 Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


YES o     NO
x





Indicate
by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation  S-K is not contained  herein,  and will not be
contained, to the best of Registrant's  knowledge,  in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 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 the definitions of "large accelerated filer,"
"accelerated filer,"
and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  o
            Accelerated
      filer                      oNon-accelerated
      filer    o
            Smaller
      reporting company    x




Indicate
by check mark whether the registrant is a shell company (as defined in rule
12b-2 of the Exchange Act).  YES o     NO
x





As of May
31, 2008, no market price existed for voting and non-voting common equity held
by non-affiliates of the registrant.





At May
31, 2008, there were 2,525,000  shares of Registrant's ordinary shares
outstanding.





Document
incorporated by reference:  None.








2




FORWARD
LOOKING STATEMENTS






In
General






This
Annual Report contains statements that plan for or anticipate the future.
 In this Annual Report, forward-looking statements are generally identified
by the words "anticipate," "plan," "believe," "expect," "estimate," and the like.
 These forward-looking statements include, but are not limited to,
statements regarding the following:




*
            our
      product and marketing plans*
            consulting
      and strategic business relationships;*
            statements
      about our future business plans and strategies;*
            anticipated
      operating results and sources of future revenue;*
            our
      organization's growth;*
            adequacy
      of our financial resources;*
            development
      of new products and markets;*
            competitive
      pressures;*
            changing
      economic conditions;*
            expectations
      regarding competition from other companies; and*
            our
      ability to manufacture and distribute our
  products.






3




Although
we believe that any forward-looking statements we make in this Annual Report are
reasonable, because forward-looking statements involve future risks and
uncertainties, there are factors that could cause actual results to differ
materially from those expressed or implied.  For example, a few of the
uncertainties that could affect the accuracy of forward-looking statements,
besides the specific factors identified above in the Risk Factors section of
this Annual Report, include:





*
              changes
      in general economic and business conditions affecting the software
      industry;*
              developments
      that make our particular software less competitive;*
              changes
      in our business strategies;*
              the
      level of demand for our products;
and




In light
of the significant uncertainties inherent in the forward-looking statements made
in this Annual Report, particularly in view of our early stage of operations,
the inclusion of this information should not be regarded as a representation by
us or any other person that our objectives and plans will be
achieved.






PART
I






ITEM
1.       DESCRIPTION OF
BUSINESS




The
Company




Any
references to “we,” “us,” “our,” or “the Company,” refer to Genemen Inc. We are
a development stage company and have not generated revenues to date. We were
incorporated in the State of Nevada on February 2, 2005. Our principal executive
offices are located at 3702 South Virginia Street, #G12-401 Reno Nevada 89502.
Our principal business office is located at #12 - 206 Hepan Garden, Yangzhou,
Jiangsu, China. Our telephone number is (250) 885-7678.




We are in
the business of developing and marketing an online purchase anti-fraud software
program known as Intellipass, and we will
market our product and provide our software installation, instruction and use
tips through our www.intellipass.com.cn Internet website, to which we have
ownership rights. We expect that our website will be functional by July 31,
2009. Our efforts will be directed at markets in China. The Intellipass software
program will be designed to send an instant text message with a one-time use
random password to the purchaser's cell phone, which is registered with his
credit card. This will be used for verification that the purchaser is really
using his own credit card. Upon completion, we plan to market this software
program to Internet storeowners and e-commerce website designers who are trying
to enhance e-commerce security. Our plan is to earn revenue from licensing our
Intellipass software program once development of this software is complete and
our website is fully operational.




4




Business
Overview




The
Company has been working toward developing the “Intellipass” software as an
Internet software package that will be designed to enable online merchants to
verify that the purchaser is really using their own credit card.




Our plan
is to design the Intellipass software with the following
capabilities:




·
            capable
      of operating on Windows NT, Windows Vista, and Windows XP operating
      systems.




·
            capable
      of generating a one-time use random password that will then be sent to the
      credit card user's registered cell phone as a text
  message.




·
            capable
      of verifying the password that was previously sent to the credit card
      user.




The
following explains how the Intellipass product is to be applied to prevent fraud
in the online purchase of any merchandise:




1.
A purchaser first looks for the merchandise in an online store.




2.
When the purchaser selects the merchandise, he will add the merchandise to his
shopping cart.




3.
The purchaser will then provide both billing and shipping
addresses.




4.
The purchaser will further type in the credit card information including their
name, phone number and the credit card expiry date.




5.
The e-commerce program in the website will verify all of the above information
with the card issuer instantly, except for the shipping address.






However,
the problem is with the shipping address. If someone knows another person's
credit card information, including name, number, expiry date, billing address,
cell phone number (the cell phone number will also be automatically verified by
regular e-commerce software), he could purchase products online and have the
product shipped to a different address.






Our
program intervenes at this point to solve the problem:




5




1.
If all of the above credit card information is correct, our program will
generate a one-time use random password and send a text message to the credit
card owner's cell phone.






2.
The credit card owner receives the message and types the password into the
website for verification.






3.
If the password is correct, the transaction is completed and the product is
shipped.






4.
If the purchaser does not own the cell phone, he will not be able to receive the
password and type the password into the website for verification.






In
summary, our anti-fraud software will enable online stores to prevent fraud by
verifying that the purchaser is the true owner of both the credit card and the
cell phone. The application of this software will greatly reduce the chance of
online fraud. The application of this software may not be able to prevent fraud
in a scenario where a thief has stolen both the credit card and the cell phone
of a credit card's owner. We believe that in such a scenario a thief would have
stolen the individual's purse or briefcase. The loss of a purse or briefcase,
however, would be immediately noted. Upon this loss, it is a simple and quick
process to cancel both the credit card and the cell phone. Our anti-fraud
software increases the security protection of the purchaser; however, no current
method can guarantee 100% security.




We also
plan to develop our website "www.Intellipass.com.cn" in order to market our
Intellipass software. We will design our website to provide both Internet
shoppers and software users with useful tips and full instructions in how to use
this software.




We
anticipate that upon development, we will have to continually upgrade and refine
the Intellipass software in order that the software:




·
            is
      able to operate on upgraded operating systems, such as newer versions of
      Windows; and




·
            is
      competitive with products introduced by competitors, if there are
      any.




Technology




Open
Standards-Based Architecture




The
Intellipass software is being built on object-oriented application code written
in a Java, JavaScript, and C++, which allows developers and system integrators
to use, integrate, modify, adapt or extend the applications with minimal impact
on other areas to create a rapidly customized product that meets specific
business requirements.




In
addition, for our website we will be using other widely accepted standards in
developing our products, including Structured Query Language (SQL) for accessing
relational database management systems; Common Gateway Interface (CGI) and
Hypertext Transfer Protocol (HTTP) for web access; Secure Socket Layer (SSL) for
secure transmissions over networks; and the RC2 and MD5 encryption algorithms
supplied by RSA Security.




Market
for the Intellipass Software




6




It is our
intent to initially, in the next twelve (12) months, to market the software in
China. Internet usage in China has increased dramatically in recent years. As
Internet usage continues to grow, advertisers and electronic commerce marketers
are increasingly using the web to locate customers, advertise and facilitate
transactions in China. It is the intent of Genemen to provide anti-fraud
software as protection for online purchasers and to take advantage of this
growth.




Credit Card Use Laws and Policies in
China




In China,
credit cards do not carry a zero liability, and any purchases made before the
credit card is cancelled are the responsibility of the cardholder. Credit card
fraud is a serious problem in China.




Here are
some standard terms in Chinese credit card agreements:




The
cardholder must inform the bank if the credit card is lost, stolen or being used
by any person other than cardholder. The loss report shall become effective upon
confirmation by the bank. After that, the bank issues and delivers a new card to
the cardholder as required. The service fee is CNY60 (Chinese Yen) per card. In
case express delivery is required, the additional service is CNY20. Any loss
caused prior to the loss report is assumed by the cardholder. If the credit card
is lost due to the cardholder's conspiracy and dishonesty, or if the cardholder
fails to co-operate with the bank's investigation, the cardholder assumes all of
the loss incurred thereof.




The
cardholder shall keep the credit card secure and be liable for the loss due to
his negligence. If the credit card is used by any other person under the
cardholder's authorization, the bank shall consider the cardholder to have
violated the agreement, and the cardholder will be required to pay a penalty of
CNY1,000. The bank has the right to take back the card, and all the losses
incurred thereof will be assumed by the cardholder.




The
cardholder is responsible for settling any dispute himself with merchants or
branches, and the bank disclaims responsibility for the dispute. The cardholder
may not take the dispute as an excuse not to pay the debts of the credit
card.




The
Intellipass software aims to reduce the risk of online shopping with a credit
card so as to increase online shopping throughout China. Currently, it is
cumbersome to shop online in China as anti-fraud measures undertaken during an
online purchase include a.) phone call verification upon purchase, b.) COD
payment methods (increasing risk and costs for sellers), and c.) vendors only
receiving wire payments (increasing risk for the buyer if the seller does not
deliver).




The
Company’s main target customers will consist of internet site owners that wish
to accept credit cards for the sale of goods and services. It is our intent to
enlist the services of web page developers to assist in reselling the software
to internet site owners for whose pages they assist in developing. Web page
developers willbe
able to purchase our software at wholesale prices with a minimum purchase of
five copies. We expect to be able to attract those customers who want to build a
reputation for e-commerce security and protect both merchants and credit card
owners.




7




Operations




The
development of our Intellipass software is currently in the early stages of
development. We have not completed the development of our www.Intellipass.com.cn
website that will be used to provide software installation instructions,
instructions on the use of our software, and to market our Intellipass software.
Our plan is to complete development of our website once the development of the
Intellipass software itself has been completed and we are ready to market
the




Business
Strategy, Marketing and Distribution




Our
objective will be to commence marketing the Intellipass software upon completion
of its development. We propose a marketing strategy that will include the
following elements:




(a)
            Development of our
      own website, www.intellipass.com.cn;(b)
            An advertising
      program on our own Internet website;(c)
            A banner-advertising
      program where we would pay for advertising of the Intellipass software on
      Internet websites where we believe exposure would help to increase sales
      of the Intellipass software;(d)
            An e-mail program
      whereby advertisements for our Intellipass software would be delivered to
      potential customers, including advertising companies, website development
      firms and Internet store companies; and(e)
            resale program for
      web developers.




In the
past year, we have not made much progress in this development. It is the
intention of our two employees to dedicate additional time and resources in the
future to aid in overall company and product development. We have not developed
a complete distribution plan to date.




Competition




Although
worldwide competition in the Internet or e-commerce security industry is
intense, we are not aware of any local or foreign competitors currently carrying
on business using a specific technology similar to our product (i.e. a software
program using cell phones for Internet or e-commerce security) in the Chinese
marketplace at this time.




We will
compete with potential competitors on the basis of both price and brand
recognition. Potential foreign competitors could also develop their software
products and may be able to market their competing products in China at lower
prices than we are able to market the Intellipass software. In addition,
potential foreign competitors may have developed brand recognition with
consumers, thereby making it more difficult for our products to gain consumer
acceptance. The presence of these and other potential competitors could
adversely affect our ability to successfully implement our business plan and to
achieve sales of our software. If we are not successful in implementing our
business plan, then our business will fail.




8




We have
limited financial, marketing, technical and other resources that are necessary
to implement our business plan. Many of our potential competitors may have
significantly greater financial, marketing, technical and other resources than
we do. Our competitors may be able to devote greater resources to the
development, promotion and sale of competing software and web sites. In
addition, our competitors may be able to offer the software we are planning to
develop at prices that are below the prices offered by us, or which may even be
free.




Intellectual
Property




We
currently are not protected by any registered patents, trademarks, or
copyrights. As we develop our company and product, we intend on applying for
such protection.




Governmental
Regulation




To date,
governmental regulations have not materially restricted the use or expansion of
the Internet. However, the legal and regulatory environment that pertains to the
Internet is uncertain and may change. New laws may cover issues that
include:




·
            sales
      and other taxes;




·
            user
      privacy;




·
            pricing
      controls;




·
            characteristics
      and quality of products and
services;




·
            consumer
      protection;




·
            libel
      and defamation;




·
            copyright,
      trademark and patent infringement;
and




·
            other
      claims based on the nature and content of Internet
    materials.




These new
laws may impact our ability to market and sell our Intellipass software in
accordance with our business plan.




Employees




We have
no full-time employees and two part-time employees. Our part-time employees
include Mr. Qiaozhen Chen, our President and Chief Executive Officer, and Mr.
Jiansheng Hong, our Chief Technology Officer.




Corporate
Contact Information




Our
principal executive offices are located at 3702 South Virginia Street, #G12-401,
Reno, Nevada 89502. Our principal place of business is at #12 - 206 Hepan
Garden, Yangzhou,  Jiangsu, China. Our telephone number is (250)
885-7678




Consultants




The Company has no
consultants.




9




ITEM
1A.




RISK
FACTORS




We
are a development stage company with a history of operating losses.




We were
incorporated on February 2, 2005.
 Through May 31, 2008, we had no sales, no revenues, and we recorded a
cumulative operating loss of approximately $88,568.   We expect to
incur additional losses until sufficient sales of our Intellipass software are
achieved.  We have not yet commenced manufacturing and shipping of the
software. Our limited operating history makes the prediction of future operating
results difficult or impossible to make. There can be no assurance that our
future revenues will ever be significant or that our operations will ever be
profitable.




Our
business is at an early stage of development.  We have not begun to
generate any revenues.  Our business will require significant additional
investment in inventory and marketing before operations commence.  Should
our efforts to market and promote ourselves to distributors and end-users be
unsuccessful, we may not attract enough, or any, customers to purchase the
Intellipass software from us.  Accordingly, there can be no assurance that
our future revenues will ever be significant or that our operations will ever be
profitable.




We
may not be able to finance the development of our business.




Our
ability to satisfy our future capital requirements and implement our expansion
plans will depend upon many factors, including the financial resources available
to us, the expansion of our sales and marketing efforts and the status of
competition.   We do not have any capital to fund operations. There
can be no assurance that additional financing will be available to us on
acceptable terms, or at all.  If additional funds are raised by issuing
equity securities, further dilution to the existing stockholders will result.
 If adequate funds are not available, we may be required to delay, reduce
or eliminate our programs or obtain funds through arrangements with partners or
others that may require us to relinquish rights to certain of our products,
technologies or other assets.  Accordingly, the inability to obtain such
financing could have a material adverse effect on our business, financial
condition and results of operations.




Our auditors have issued a going
concern opinion because we may not be able to achieve our objectives and we may
have to suspend or cease our proposed operations as a start-up company
entirely.




Our
auditors have issued a going concern opinion. This means that there is doubt
that we can continue with our proposed business operations as a start-up company
for the next twelve months. We have cash in the amount of $0 as at May 31, 2008
and have a negative working capital. The expenses incurred during the fiscal
year ended May 31, 2008 were $19,068. In the course of developing our online
purchase anti-fraud software program, we may:




·
            incur
      unexpected costs in completing the development of our online purchase
      anti-fraud software program or encounter unexpected technical or other
      difficulties;




10


·
            incur
      delays and additional expenses as a result of technology
      failure;




·
            be
      unable to create a substantial market for our online purchase anti-fraud
      software program; or




·
            incur
      significant and unanticipated
expenses.




The
occurrence of any of the aforementioned events could cause us to run out of
money so that we are unable to pay our ongoing expenses in respect of the
development and marketing of our online purchase anti-fraud software program. We
have not been able to complete the development of our anti-fraud software
program by and if we are not able to raise additional capital needed to complete
the development of our anti-fraud software program, we will have to suspend or
cease our operations because we will not be able to pay our ongoing expenses in
respect of the development and marketing of our anti-fraud software
program.




We are dependent on a limited number
of products.




Although
we plan to develop products in addition to Intellipass, there can be no
assurance that these development efforts will be successful or, if successful,
that resulting products will receive market acceptance, generate significant
sales or result in gross profits.  We believe that success in the
anti-fraud software market is somewhat dependent on product acceptance by
orthopedists web developers and internet site owners.  Our future operating
results, particularly in the near term, are significantly dependent upon market
acceptance of the Intellipass. Failure to achieve broad market acceptance of
Intellipass as a result of competition, technological change or other factors or
the failure to successfully market any new or enhanced versions of existing
products would have a material adverse effect on our business, operating results
and financial condition.




We may not be able to keep up with
rapid technological change and expensive technological
innovation.




The
software market is characterized by rapid, technological innovation and change.
 Many companies are engaged in research and development of solutions to
diminish credit card fraud and provide a more enjoyable online shopping
experience.  New technologies may be developed which may render our
products obsolete and non-competitive.  If we cannot keep pace with the
technological developments and become uncompetitive, we may not be able to
generate sufficient revenues, or any existing revenues may materially
decrease.




Raising
additional capital may create additional risks to current shareholders,
including dilution of equity interests and downward pressure on our stock price,
while obtaining loans will increase our liabilities and future cash
commitments.




We may
need to issue additional equity securities in the future to raise the necessary
funds. The issuance of additional equity securities by us would result in a
significant dilution in the equity interests of our current stockholders. The
resale of shares by our existing shareholders pursuant to this prospectus may
result in significant downward pressure on the price of our common stock and
cause negative impact on our ability to sell additional equity securities.
Obtaining loans will increase our liabilities and future cash commitments. If we
are unable to obtain financing in the amounts required we will not have the
money that we require for the development and marketing of our online purchase
anti-fraud software program and we may go out of business.




11




If
we are unable to complete the development of our online purchase anti-fraud
software program and sell our software program we will not be able to generate
revenues and you will lose your investment.




We have
not completed development of our anti-fraud software program and we have no
contracts for the sale of our online purchase anti-fraud software program. The
success of our proposed business will depend on its completion and the
acceptance of our products by businesses and the general public. We anticipate
completing development on our program and website by July 31, 2009, at which
time we will commence our sales effort. We originally believed that our launch
date would be in April, 2007, but due to financing and time constraints, we were
not able to meet that date.




Achieving
such acceptance of our software will require significant marketing investment,
which we anticipate may be as much as $30,000 over a 12-month period. The online
purchase anti-fraud software program we develop may not be accepted by our
customers at sufficient levels to support our operations and build our business.
If the online purchase anti-fraud software program that we develop is not
accepted at sufficient levels, our proposed business will fail.




Our
technology and products may contain defects that will make it more difficult for
us to establish and maintain customers.




Although
we have completed the initial development of our core technology, (which
includes basic testing of our technology, generating passwords, sending messages
and then verifying these passwords), it has only been tested on two users. We
still require more extensive beta tests of our software performance, correcting
flaws found from the initial tests and making improvements to our software
performance before our product is finalized and ready to be integrated with our
website. Our website still requires significant design and testing work as well.
Despite testing during development, our technology may contain undetected design
faults and software errors, or "bugs," that are discovered only after it has
been installed and used by customers. Any such default or error could cause
delays in delivering our product or require design modifications. These could
adversely affect our competitive position and cause us to lose potential
customers or opportunities. Since our technology is intended to be utilized to
protect against fraud in online purchases, the effect of any such bugs or delays
will likely have a detrimental impact on us. In addition, given that online
fraud detection software has yet to gain widespread acceptance in the Chinese
marketplace, any delays would likely have a more detrimental impact on our
business than if we were a more established company.




Because
we have had significant time and financial constraints, we are very behind on
our launch dates and have not done any extensive beta testing as planned. We
intend on performing multiple tests in the next six (6) months.




12




Our
online purchase anti-fraud software program is not protected by any trademarks,
patents and/or other intellectual property registrations. If we are unable to
protect our intellectual property rights, our proposed business will
fail.




We have
not applied for any trademark, patent or other intellectual property
registration with any governmental agency for our name or for our technology. At
present we have non-disclosure agreements with our employees to protect our
technology. Despite our precautions taken to protect our software programs,
unauthorized parties may attempt to reverse engineer, copy or obtain and use our
software programs. If they are successful we could lose our technology or they
could develop similar programs, which could create more competition for us and
even cause our proposed business operations to fail.




We
depend to a significant extent on certain key personnel, the loss of any of whom
may materially and adversely affect our company.




Currently,
we have only two employees and they are also our officers and directors and are
currently unpaid. Neither of them has received any compensation related to their
services to our Company and we have no plans at this time to provide financial
compensation to them. Our performance depends to a significant extent on the
continued services and technical expertise of our director and Chief Technology
Officer, Mr. Jiansheng Hong. There is intense competition for skilled personnel,
particularly in the field of software development. There can be no assurance
that we will be able to attract and retain qualified personnel on acceptable
terms. The loss of Mr. Hong's services could prevent us from completing the
development of our online purchase anti-fraud software program. In the event of
the loss of services of such personnel, no assurance can be given that we will
be able to obtain the services of adequate replacement personnel. We do not
maintain key person insurance on the lives of any of our officers or
employees.




We
do not have sales and marketing experience.




We have
not yet begun marketing our products and thus have yet to make any commercial
sales of the products. The Company's employees do not have experience in
marketing such products and no distribution system has been developed. While the
Company has plans for marketing and sales, there can be no assurance that such
efforts will be successful or that the Company will be able to attract and
retain qualified individuals with marketing and sales expertise. The Company's
future success will depend, among other factors, upon whether the Company's
products can be sold at a profitable price and the extent to which consumers
acquire, adopt, and continue to use them. There can be no assurance that the
Company's products will gain wide acceptance in its targeted Chinese markets or
that the Company will be able to effectively market its products.




We
may not be able to compete effectively against our competitors.




The
Company is engaged in a rapidly evolving field. There are thousands of
competitors in the field of Internet or e-commerce security, where competition
is intense and expected to increase. Many competitors in this field have
substantially greater resources, research and development staff, sales and
marketing staff, and facilities than does the Company. However, we are unaware
of any Internet security products or companies that specifically compete with
our technology, particularly regarding the use of cell phones for e-commerce
security. In spite of this, other recently developed technologies are, or may in
the future, be the basis of competitive products. There can be no assurance that
the Company's competitors will not develop technologies and products that are
more effective than those being developed by the Company or that would render
the Company's technology and products obsolete or noncompetitive.




13




Our
officers and directors are engaged in other activities and may not devote
sufficient time to our affairs, which may affect our ability to conduct
operations and generate revenues.






The
persons serving as our officers and directors have existing responsibilities and
have additional responsibilities to provide management and services to other
entities. Mr. Qiaozhen Chen, our President, Treasurer (Principal Accounting
Officer), Principal Financial Officer and one of our directors, is also the
Senior Manager of Yongming Investment Consulting Co., Ltd. in China. We expect
Mr. Chen to spend approximately 10 to 20 hours per week on the business of our
company. Thus far, Mr. Chen has only been able to spend approximately 10 hours
per week on the business of our company. Mr. Jiansheng Hong, our Chief
Technology Officer and one of our directors, is a self-employed software
developer. We expect Mr. Hong to spend approximately 10 hours or more per week
on the business of our company. As a result, demands for the time and attention
from our directors and officers from our company and other entities may conflict
from time to time. Because we rely primarily on our directors and officers to
maintain our business contacts and to promote our anti-fraud software program,
their limited devotion of time and attention to our business may hurt the
operation of our business.




Because
our officers, directors and principal shareholders control a significant
percentage of our common stock, you will have little or no control over our
management or other matters requiring shareholder approval.




Our
directors and officers collectively own 51% of the issued and outstanding shares
of our common stock. As a result, our director and officers collectively have
the ability to control matters affecting minority shareholders, including the
election of our directors, the acquisition or disposition of our assets, and the
future issuance of our shares. Because our directors and officers collectively
own a significant percentage of our common stock, you will have difficulty
replacing our management if you disagree with the way our business is being run.
Because control by an insider could result in management making decisions that
are in the best interest of the insider and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.




Because
all of our officers and directors are located in non-U.S. jurisdictions, you may
have no effective recourse against the management for misconduct and may not be
able to enforce judgment and civil liabilities against our officers, directors,
experts and agents.




All of
our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons' assets
are located outside the United States. All directors and officers are residing
in China. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.




14




Because
we do not intend to pay any dividends on our common stock, investors seeking
dividend income or liquidity should not purchase shares of our common
stock.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable future.
Investors should not rely on an investment in our company if they require
dividend income and income to them would only come from any rise in the market
price of our stock, which is uncertain and unpredictable.




Because
we can issue additional shares of common stock, holders of our common stock may
incur immediate dilution and may experience further dilution.




We are
authorized to issue up to 75,000,000 shares of common stock, of which 2,525,000
shares are issued and outstanding. Our Board of Directors has the authority to
cause the Company to issue additional shares of common stock, and to determine
the rights, preferences and privilege of such shares, without the consent of any
of our stockholders. Consequently, the stockholder may experience more dilution
in their ownership of Genemen in the future, as the issuance by us of additional
equity securities would result in further dilution in the equity interests of
our current stockholders.




There
is no active trading market for our common stock and you may be unable to sell
your shares of our common stock if a market does not develop for our common
stock.




There is
currently no active trading market for our common stock and such a market may
not develop or be sustained. If we establish a trading market for our common
stock, the market price of our common stock may be significantly affected by
factors such as actual or anticipated fluctuations in our operation results,
general market conditions and other factors. In addition, the stock market has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the shares of developmental
stage companies, which may materially and adversely affect the market price of
our common stock.




Our
stock is a penny stock. Trading of our stock may be restricted by the SEC's
penny stock regulations and the NASD's sales practice requirements, which may
limit a stockholder's ability to buy and sell our stock.




Our stock
is a penny stock. The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are subject to
the penny stock rules promulgated by the Securities and Exchange Commission,
which imposes rules of additional sales practice disclosure requirements. The
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document, which provides information about penny stocks and the nature and level
of risks in the penny stock market.




15




The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customer's account. The bid and offer
quotations and the broker-dealer and salesperson compensation information must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customer's
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock and adversely affect the price of our
shares.




In
addition to the "penny stock" rules, the NASD has adopted rules requiring that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for the
customer. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.




ITEM
1B.      UNRESOLVED STAFF COMMENTS.




None




ITEM 2.
       DESCRIPTION OF
PROPERTY




Genemen
currently shares office space located at 3702 South Virginia Street, #G12-401,
Reno, Nevada 89502-6030. Our director, Mr. Qiaozhen Chen, provides these
facilities to us at no charge. Since March 1, 2006, we have also used office
space located at #12-206 Hepan Garden, Yangzhou, Jiangsu, China. Our director,
Mr. Qiaozhen Chen, provides these facilities to us at no charge.




ITEM 3.
       LEGAL PROCEEDINGS




There are
no material legal proceedings in which either we or any of our affiliates are
involved which could have a material adverse effect on our business, financial
condition or future operations.




ITEM 4.
       SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS




None,
except as previously disclosed.






16




PART
II




ITEM 5.
              MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS




Market
Information




Our
common stock is not listed on any stock exchange. The common stock is traded on
the Over-the-Counter Electronic Bulletin Board under the symbol "GNMN.OB".
Genemen had minimal operations and we do not believe any stock price
information.




Rules
Governing Low-Price Stocks that May Affect Our Shareholders' Ability to Resell
Shares of Our Common Stock




Quotations
on the OTC/BB reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not reflect actual transactions.  Our common stock may
be subject to certain rules adopted by the SEC that regulate broker-dealer
practices in connection with transactions in "penny stocks".  Penny
stocks generally are securities with a price of less than $5.00, other than
securities registered on certain national exchanges or quoted on the Nasdaq
system, provided that the exchange or system provides current price and volume
information with respect to transaction in such securities.  The additional
sales practice and disclosure requirements imposed upon broker-dealers may
discourage broker-dealers from effecting transactions in our shares which could
severely limit the market liquidity of the shares and impede the sale of our
shares in the secondary market.




The penny
stock rules require broker-dealers, prior to a transaction in a penny stock not
otherwise exempt from the rules, to make a special suitability determination for
the purchaser to receive the purchaser’s written consent to the transaction
prior to sale, to deliver standardized risk disclosure documents prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market.  The broker-dealer must also provide the
customer with current bid and offer quotations for the penny stock.  In
addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the SEC relating to the penny stock market, unless the broker-dealer or the
transaction is otherwise exempt.  A broker-dealer is also required to
disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities.  Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.




Holders




As of the
date of this report, we have approximately 35 shareholders of record of the Company’s common
stock.




Dividends.




17




We have
not paid any dividends to our shareholders.  There are no restrictions
which would limit our ability to pay dividends on common equity or that are
likely to do so in the future. Nevada General Corporation Law, however,
prohibits us from declaring dividends where, after giving effect to the
distribution of the dividend, we would not be able to pay our debts as they
become due in the usual course of business; or if our total assets would be less
than the sum of our total liabilities plus the amount that would be needed to
satisfy the rights of shareholders who have preferential rights superior to
those receiving the distribution.




EQUITY
COMPENSATION PLAN INFORMATION




Number
      ofsecurities
      to beissued
      uponexercise
      ofoutstandingoptions,warrants
      andrights
      (a)
              
              
              Weightedaverageexerciseprice
      ofoutstandingoptions,warrantsand
      rights(b)
              
              
              Number
      of securitiesremaining
      availablefor
      future issuancesunder
      equitycompensation
      plans(excluding
      securitiesreflected
      in column(a))
      (c)Equity
      compensation plans approved by
                security
      holders
              
              
              0
              
              
              
              0
              
              
              
              0Equity
      compensation plans not approved
                by
      security holders
              
              
              0
              
              
              
              0
              
              
              
              0Total
              
              
              0
              
              
              
              0
              
              
              
              0




Recent
Sales of Unregistered Securities




NONE




ITEM
      6.
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




Certain
statements in this Management's Discussion and Analysis of Financial Condition
and Results of Operations which are not historical facts are forward-looking
statements such as statements relating to future operating results, existing and
expected competition, financing and refinancing sources and availability and
plans for future development or expansion activities and capital expenditures.
 Such forward-looking statements involve a number of risks and
uncertainties that may significantly affect our liquidity and results in the
future and, accordingly, actual results may differ materially from those
expressed in any forward-looking statements.  Such risks and uncertainties
include, but are not limited to, those related to effects of competition,
maintaining sufficient working capital for our operations, and the general
economic conditions and environment in which we operate.  The following
discussion and analysis should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this
report.




18




Overview




In the
past year, due to financial and time constraints, we have not made much progress
in developing our anti-fraud software. Since we have not generated any revenue,
our independent auditors have issued an opinion about our ability to continue as
a going concern in connection with our audited financial statements for the
period from June 1, 2007 to May 31, 2008. This means that our auditors believe
there is doubt that we can continue as an on-going business for the next twelve
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenue and no revenues are anticipated unless and until
we complete the development and marketing of our proposed online purchase
anti-fraud software program. Accordingly, we must raise cash from sources other
than the sale of software programs. Our only other source for cash at this time
is equity investments by others in our company. Our accumulated deficit is
$88,568 as of May 31, 2008. The discussion below provides an overview of our
operations, discusses our results of operations, our plan of operations and our
liquidity and capital resources.




The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this prospectus. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to those discussed below and elsewhere
in this prospectus, particularly in the section entitled "Risk
Factors".




From our
incorporation on February 2, 2005, we have been a start-up company that has no
revenue. Our Chief Technology Officer and one of our directors, Jiansheng Hong,
began the research of our online purchase anti-fraud software program in 2002
before he founded our company. He has completed a prototype set of software
algorithms that will form the basis of our proposed online purchase anti-fraud
software program.




In the
next twelve months our primary objective will be to complete development of our
proposed anti-fraud software program, develop and establish our marketing plan,
commence an advertising campaign for our proposed product, and commence sales of
our proposed anti-fraud software program in China.




We
believe that the primary source of revenue for our business model will be the
sale of our proposed online purchase anti-fraud software program to online
storeowners. We will negotiate with each of our future customers individually
and we will charge our future customers depending on the applications required
and the size of the user group. We will also receive compensation for
professional services such as customized design and development of anti-fraud
software programs. Currently, we do not have any customers as our online
purchase anti-fraud software program is not yet fully developed.




19




In our
management’s opinion, we need to achieve the following events or milestones in
the next twelve months:




·
            Enhance
      our core technology and software architecture to increase the
      effectiveness of our online purchase anti-fraud software program;
      and




·
            Establish
      customer and partner relationships in as many provinces of China as we
      can, once our proposed online purchase anti-fraud software program is
      fully developed.




In our
previous reports, we declared we would attempt to reach certain milestone in
order to achieve the above. However, we were unable to do such due to time and
financial constraints. Our milestones have remained the same, but out timetable
has been extended to the following dates:




1.
Develop a demonstration or beta version of our online purchase anti-fraud
software program by July 31, 2009. This will allow users to test the anti-fraud
software program for effectiveness. We estimate that this will cost a total of
$5,000.




2.
Develop the complete and commercial version of our proposed online purchase
anti-fraud software program and our website by November 30, 2009. This will be
the completed version of the anti-fraud software program that will be marketed
to potential customers in China. We estimate that the remaining cost for
completion of the software development is approximately $5,000 ($1,000 of which
covers the cost of website development).




3.
Commence an advertising campaign for our anti-fraud software program immediately
following the completed product development, which will be by the end of July
2009. We estimate that we will need $10,000 to implement our marketing and
advertising campaign.




Furthermore,
in our management’s opinion, we will incur the following expenses to fund our
plan of operation for the next twelve months:




·
            Audit
      fees, which consist primarily of accounting and auditing fees for the
      year-end audit. We estimate that our audit fee for the next twelve months
      will be approximately $15,000;




·
            Bank
      charges, which consist primarily of charges by our bank for processing
      transactions through our checking account. We estimate that our bank
      charges for the next twelve months will be approximately $100;
      and




·
            Legal
      and organizational fees, which consist primarily of legal fees paid by us
      regarding securities advice and organizing the company. We estimate that
      our legal and organizational fees for the next twelve months will be
      approximately $35,000.




Purchase
or Sale of Equipment




We do not
expect to purchase or sell any plant or significant equipment. Our President has
provided server space needed for hosting our website at no charge.




20




Assets




Currently,
we have no tangible assets and no intangible assets that are
quantifiable.




Liquidity and Capital
Resources




At May
31, 2008, we had $Nil in cash. We anticipate that our total operating expenses
will be approximately $60,000 for the next twelve months. This includes our
estimated expenses as follows:




·
            $10,000
      in further development of our software for the next twelve
      months;




·
            our
      estimated expenses of $10,000 in the promotion of our online purchase
      anti-fraud software program through traditional advertising media, such as
      newspaper and trade publications, and advanced media, such as targeted
      electronic mail and internet banner advertising for the next twelve
      months;




·
            our
      estimated expenses of $15,000 for our audit fees for the next twelve
      months; and




·
            our
      estimated expenses of $35,000 for our legal and organization fees for the
      next twelve months.




In the
opinion of our management, we will raise additional capital to continue our
operations thereafter. We will obtain additional funding by borrowing from our
directors and officers and through a private placement. Prior to seeking
financing by private placement, as per a Loan Agreement dated June 14, 2005, our
directors and officers have agreed to contribute up to $50,000 as loans from
time to time when the Company requires additional funding. The loans are
unsecured, without interest, and have no specific repayment date. Our directors
and officers did not receive any consideration for entering into the Loan
Agreement. To date no funds have been required to be advanced by our directors.
We cannot guarantee that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, then our ability to
expand our operations may be adversely affected.




Personnel




Mr.
Qiaozhen Chen, our President and Director and Mr. Jiansheng Hong, our Chief
Technology Officer and Director and Calvin Lum, our director are currently each
working about 10 to 20 hours per week to meet our needs. As demand requires, Mr.
Chen, Mr. Hong and Mr. Lum will devote additional time. We currently have no
other employees. We expect that we will only increase our number of employees by
one person during the next twelve months.




ITEM 7. FINANCIAL
STATEMENTS




21




GENEMEN
INC.


(A
Development Stage Company)




FINANCIAL
STATEMENTS




MAY
31, 2008








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




BALANCE
SHEETS




STATEMENTS
OF OPERATIONS




STATEMENT
OF STOCKHOLDERS’ DEFICIT




STATEMENTS
OF CASH FLOWS




NOTES
TO THE FINANCIAL STATEMENTS







F-1


Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors


Phone
(248) 203-0080


Fax (248)
281-0940


30600
Telegraph Road, Suite 2175


Bingham
Farms, MI 48025-4586


www.maddoxungar.com


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors of Genemen, Inc.


Reno,
Nevada





We have
audited the accompanying consolidated balance sheet of Genemen, Inc., a
development stage company  (“the Company”) as of May 31, 2008, and the
related statements of operations, stockholders'  deficit, and cash
flows for the year then ended and for the period from February 2, 2005 (Date of
Inception) through May 31, 2008. These financial statements are the
responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Genemen, Inc. as of May 31, 2007 were audited by other
auditors whose report dated April 29, 2007 included an explanatory paragraph
describing conditions that raised substantial doubt about the Company’s ability
to continue as a going concern.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Genemen, Inc. as of May 31,
2008, and the results of its operations and its cash flows for the period then
ended and from February 2, 2005 (Date of Inception) through May 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.





As
discussed in Note 6 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, negative working
capital, and its need for additional financing in order to fund its operations
in 2009 raise substantial doubt about its ability to continue as a going
concern. The 2008 financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





/s/ Maddox Ungar
Silberstein, PLLC


Bingham
Farms, Michigan


January
20, 2009




F-2







GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS




As
of May 31, 2008 and 2007


May 31, 2008
                      
                      
                      May 31, 2007ASSETSCurrent
      AssetsCash
      and equivalents
                      
                      $
                      -0-
                      
                      
                      $
                      -0-Prepaid
      expenses
                      
                      
                      -0-
                      
                      
                      
                      -0-TOTAL
      ASSETS
                      
                      $
                      -0-
                      
                      
                      $
                      -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                      
                      $
                      4,000
                      
                      
                      $
                      4,000Due
      to related party
                      
                      
                      20,568
                      
                      
                      
                      7,500Total
      Current Liabilities
                      
                      
                      24,568
                      
                      
                      
                      11,500Stockholders’
      DeficitCommon
      Stock, $.001 par value, 75,000,000
      shares        authorized,
      2,525,000 shares issued and outstanding
                      
                      
                      2,525
                      
                      
                      
                      2,525Preferred
      Stock, $.001 par value, 10,000,000
      shares                authorized,
      -0- shares issued and outstanding
                      
                      
                      -0-
                      
                      
                      
                      -0-Additional
      paid-in capital
                      
                      
                      61,475
                      
                      
                      
                      55,475Deficit
      accumulated during the development stage
                      
                      
                      (88,568
                      )
                      
                      
                      (69,500
                      )Total
      stockholders’ deficit
                      
                      
                      (24,568
                      )
                      
                      
                      (11,500
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      -0-
                      
                      
                      $
                      -0-





See
accompanying notes to financial statements.





F-3




GENEMEN,
INC.




(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS




Years
Ended May 31, 2008 and 2007




Period
from February 2, 2005 (Inception) to May 31, 2008




Period
      fromYear
                    
                    
                    Year
                    
                    
                    February
      2, 2005Ended
                    
                    
                    Ended
                    
                    
                    (Inception)
      toMay
      31,
                    
                    
                    May
      31,
                    
                    
                    May
      31,2008
                    
                    
                    2007
                    
                    
                    2008Revenues
                    
                    $
                    -0-
                    
                    
                    $
                    -0-
                    
                    
                    $
                    -0-Expenses
      :Professional
      fees
                    
                    
                    13,068
                    
                    
                    
                    58,000
                    
                    
                    
                    75,068Management
      fees (Note 3)
                    
                    
                    6,000
                    
                    
                    
                    6,000
                    
                    
                    
                    13,500Net
      Loss
                    
                    $
                    (19,068
                    )
                    
                    $
                    (64,000
                    )
                    
                    $
                    (88,568)Net
      loss per share:Basic
      and diluted
                    
                    $
                    (0.01
                    )
                    
                    $
                    (0.03
                    )
                    
                    $
                    (0.04)Weighted
      average shares outstanding:Basic
      and diluted
                    
                    
                    2,525,000
                    
                    
                    
                    2,525,000
                    
                    
                    
                    2,525,000










See
accompanying notes to financial statements.




F-4




GENEMEN,
INC.




(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ DEFICIT




Period
from February 2, 2005 (Inception) to May 31, 2008




Common
      StockNumber
                                    
                                    
                                    Amount
                                    
                                    
                                    Additional
      Paid-in Capital
                                    
                                    
                                    Deficit
      Accumulated During the Development Stage
                                    
                                    
                                    TotalBalance, February 2,
      2005
                                      (Date
      of Inception)
                                    
                                    -
                                    
                                    
                                    $    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $    -Common
      stock issued for cash at $0.02 per share, March 20, 2006
                                    
                                    
                                    2,525,000
                                    
                                    
                                    
                                    2,525
                                    
                                    
                                    
                                    47,975
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    50,500Donated
      services (Note 3)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,500
                                    
                                    
                                    -
                                    
                                    
                                    
                                    1,500Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (5,500
                                    )
                                    
                                    
                                    (5,500)Balance,
      May 31, 2006
                                    
                                    
                                    2,525,000
                                    
                                    
                                    2,525
                                    
                                    
                                    49,475
                                    
                                    
                                    
                                    (5,500
                                    )
                                    
                                    46,500Donated
      services (Note 3)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (64,000
                                    )
                                    
                                    
                                    (64,000)Balance,
      May 31, 2007
                                    
                                    
                                    2,525,000
                                    
                                    
                                    2,525
                                    
                                    
                                    
                                    55,475
                                    
                                    
                                    
                                    (69,500
                                    )
                                    
                                    
                                    (11,500)Donated
      services (Note 3)
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000
                                    
                                    
                                    -
                                    
                                    
                                    
                                    6,000Net
      loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (19,068
                                    )
                                    
                                    
                                    (19,068)Balance,
      May 31, 2008
                                    
                                    
                                    2,525,000
                                    
                                    
                                    $ 2,525
                                    
                                    
                                    $
                                    61,475
                                    
                                    
                                    $
                                    (88,568
                                    )
                                    
                                    $
                                    (24,568)








See
accompanying notes to financial statements.




F-5




GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


Years
Ended May 31, 2008 and 2007


Period
from February 2, 2005 (Inception) to May 31, 2008


Year
                            
                            Year
                            
                            February
      2, 2005Ended
                            
                            Ended
                            
                            (Inception)
      toMay
      31,
                            
                            May
      31,
                            
                            May
      31,2008
                            
                            2007
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                            
                            $
                            (19,068)
                            
                            $
                            (64,000)
                            
                            $
                            (88,568)Donated
      Services
                            
                            
                            6,000
                            
                            
                            6,000
                            
                            
                            13,500Change
      in non-cash working capital items
                              Prepaid
      expenses
                            
                            
                            -0-
                            
                            
                            4,000
                            
                            
                            -0-Accounts
      payable and accrued liabilities
                            
                            
                            -0-
                            
                            
                            -0-
                            
                            
                            4,000CASH
      FLOWS USED BY OPERATING ACTIVITIES
                            
                            
                            (13,068)
                            
                            
                            (54,000)
                            
                            
                            (71,068)CASH
      FLOWS FROM FINANCING ACTIVITIESDue
      to related party
                            
                            
                            13,068
                            
                            
                            7,500
                            
                            
                            20,568Proceeds
      from sales of common stock
                            
                            
                            -0-
                            
                            
                            -0-
                            
                            
                            50,500CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                            
                            
                            13,068
                            
                            
                            7,500
                            
                            
                            71,068NET
      INCREASE (DECREASE) IN CASH
                            
                            
                            -0-
                            
                            
                            (46,500
                            
                            
                            -0-Cash,
      beginning of period
                            
                            
                            -0-
                            
                            
                            46,500 -
                            
                            
                            -0- -Cash,
      end of period
                            
                            $
                            -0-
                            
                            $
                            -0-
                            
                            $
                            -0-SUPPLEMENTAL
      CASH FLOW
                              INFORMATIONInterest
      paid
                            
                            $
                            -0- -
                            
                            $
                            -0- -
                            
                            $
                            -0- -Income
      taxes paid
                            
                            $
                            -0- -
                            
                            $
                            -0- -
                            
                            $
                            -0- -


See
accompanying notes to financial statements.






F-6




GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


May
31, 2008





NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES





Nature of
Business





GENEMEN,
Inc. (“GENEMEN”) is a development stage company and was incorporated in Nevada
on February 2, 2005.  The Company is developing an online purchase
anti-fraud software program.  GENEMEN operates out of office space
owned by a director and stockholder of the Company.  The facilities
are provided at no charge.  There can be no assurances that the
facilities will continue to be provided at no charge in the future.





Development
Stage Company





The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.





Cash and
Cash Equivalents





GENEMEN
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At May 31, 2008 and 2007, respectively, the
Company had $-0- of cash.





Fair
Value of Financial Instruments





GENEMEN’s
financial instruments consist of cash and cash equivalents. The carrying amount
of these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.





Income
Taxes





Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.







F-7




GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


May
31, 2008





NOTE 1 –
SUMMARY OF ACCOUNTING POLICIES (continued)


Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.




Basic
loss per share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Recent
Accounting Pronouncements





GENEMEN
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.




NOTE 2 –
PREPAID EXPENSES




Prepaid
expenses at May 31, 2008 and 2007, respectively, were $-0-.





NOTE 3 –
DUE TO RELATED PARTY





Amounts
due to a related party of the Company totaling $20,568 and $7,500 at May 31,
2008 and 2007, respectively, are advances made to the Company by a director to
be used to pay operating expenses. The amounts are due upon demand, non-interest
bearing, and unsecured.





Commencing
March 20, 2006, the Company recognized donated services for directors of the
Company for management fees, valued at $500 per month.





NOTE 4 –
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES




Accounts
payable and accrued liabilities at May 31, 2008 and 2007, respectively, were
$4,000.  These amounts related to professional fees owed for services
related to periods prior to and including the applicable year-end
date.




F-8


GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


May
31, 2008







NOTE 5 –
INCOME TAXES





For the
period ended May 31, 2008, GENEMEN has incurred net losses and, therefore, has
no tax liability.  The net deferred tax asset generated by the loss
carry-forward has been fully reserved.  The cumulative net operating
loss carry-forward is approximately $89,000 at May 31, 2008, and will expire
beginning in the year 2027.





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:




2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                      
                      $
                      30,260Valuation
      allowance
                      
                      
                      (30,260)Net
      deferred tax asset
                      
                      $
                      -




NOTE 6 –
LIQUIDITY AND GOING CONCERN




GENEMEN
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.




The
ability of GENEMEN to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.




F-9




ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE




None.




ITEM
8A.CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures.




As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are adequate to ensure that information required to be disclosed by
us in reports that we file or submit to the Securities and Exchange Commission
(the "SEC") under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms.




Changes
in Internal Controls over Financial Reporting.




There was
no change in our internal control over financial reporting during our fourth
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.




ITEM
8B.OTHER INFORMATION




None.




PART
III.




ITEM
9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT




Directors,
Executive Officers




All
directors of our company hold office until the annual meeting of the
stockholders or until their successors have been elected and
qualified.  A meeting was held on February 18, 2008, at which Calvin
Lum tendered his resignation as a director. The officers of our company are
appointed by our Board of Directors and hold office until their death,
resignation or removal from office.




22




Our
directors and executive officers, their ages, positions held, and duration as
such, are as follows:




Name
                      Position Held with the Company
                      Age
                      Date FirstElected
      or AppointedQiaozhen
      Chen
                      Director,
      President (Principal Executive Officer), Treasurer (Principal Accounting
      Officer), Principal Financial Officer and Secretary
                      37
                      Director,
      President (Principal Executive Officer), Treasurer (Principal Accounting
      Officer), Principal Financial Officer and Secretary since February 2,
      2005Jiansheng
      Hong
                      Director
      and Chief Technology Officer
                      30
                      Director
      and Chief Technology Officer since February 2,
  2005




Business
Experience




The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee,
indicating the principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.




Qiaozhen
Chen, Director, President, Chief Executive Officer & Chief Financial
Officer




Mr. Chen
has served as our President and one of our directors since February 2, 2005.
Since 1996, Mr. Chen has been working as a consultant, manager and senior
manager of Yongming Investment Consulting Co. Ltd. He holds a Bachelors and
Masters degree from Yangzhou University in Jinagsu, China.




Jiansheng
Hong, Director and Chief Technology Officer




Mr. Hong
has served as our Chief Technical Officer and as one of our directors since
February 2, 2005. Since 1997, Mr. Hong has been a self-employed software
developer. He holds a Bachelor’s degree from Hehai University in Jiangsu,
China.




Committees
of the Board




We do not
have an audit or compensation committee at this time.




Involvement
in Certain Legal Proceedings




Our
directors, executive officers and control persons have not been involved in any
of the following events during the past five years:




23




1. any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;




2. any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);




3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or




4. being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed,
suspended, or vacated.




Conflict
of Interest




None of
our officers or directors will be subject to a conflict of
interest.




EXECUTIVE
COMPENSATION






The
following table summarizes the compensation of our President (Principal
Executive Officer) and other officers and directors who received annual
compensation in excess of $100,000 during the period from February 2, 2005
(inception) to May 31, 2008.




SUMMARY
      COMPENSATION TABLEAnnual
      Compensation
                                                      
                                                      Long
      TermCompensation(1)
                                                      
                                                      Pay-outsName
      and PrincipalPosition
                                                      Year
                                                      Salary
                                                      Bonus
                                                      OtherAnnualCompensation(2)
                                                      
                                                      SecuritiesUnderOptions/SAR'sGranted
                                                      RestrictedShares
      orRestrictedShare
      Units
                                                      
                                                      LTIPPay-outs
                                                      
                                                      All
      OtherCompensation2006
                                                      Nil
                                                      Nil
                                                      Nil
                                                      Nil
                                                      
                                                      Nil
                                                      Nil
                                                      
                                                      Nil2007
                                                      Nil
                                                      Nil
                                                      Nil
                                                      Nil
                                                      
                                                      Nil
                                                      Nil
                                                      
                                                      Nil2008
                                                      Nil
                                                      Nil
                                                      Nil
                                                      Nil
                                                      
                                                      Nil
                                                      Nil
                                                      
                                                      Nil





24




We have
not entered into any employment agreement or consulting agreement with our
directors and executive officers. There are no arrangements or plans in which we
provide pension, retirement or similar benefits for directors or executive
officers. Our directors and executive officers may receive stock options at the
discretion of our board of directors in the future, although no stock option
plan is currently in place. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors.




Directors
Compensation




We have
not reimbursed our directors for expenses incurred in connection with attending
board meetings nor have we paid any directors fees or other cash compensation
for services rendered as a director in the period ended May 31,
2008.




We have
no formal plan for compensating our directors for their services in their
capacity as directors. In the future we may grant options to our directors to
purchase shares of common stock as determined by our Board of Directors or a
compensation committee that may be established. We do not, however, have a stock
option plan in place at this time. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our board of directors. The board of directors may
award special remuneration to any director undertaking any special services on
behalf of Genemen other than services ordinarily required of a director. Other
than as indicated in this prospectus, no director received and/or accrued any
compensation for his or her services as a director, including committee
participation and/or special assignments




ITEM 11. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS




Principal
Stockholders




The
following table sets forth, as of May 31, 2008, certain information with respect
to the beneficial ownership of our common stock by each stockholder known by us
to be the beneficial owner of more than 5% of our common stock and by each of
our current directors and executive officers. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated. Beneficial ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.




Name
      and Address of Beneficial Owner
                  Amount
      and Nature of
                    Beneficial
      Ownership
                  Percentage
                    of
      Class(1)Qiaozhen
      Chen
                  643,750
      common shares
                  25.5%Jiansheng
      Hong
                  643,750
      common shares
                  25.5%Directors
      and Executive Officers as a Group
                  1,287,5000
      common shares
                  51%




25




(1) Based
on 2,525,000 shares of common stock issued and outstanding as of May 31, 2008.
Except as otherwise indicated, we believe that the beneficial owners of the
common stock listed above, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities.




Changes
in Control




We are
unaware of any contract or other arrangement the operation of which may at a
subsequent date result in a change of control of Genemen.




ITEM 12.CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE




We have
not been a party to any transaction, proposed transaction, or series of
transactions in which the amount involved exceeds $60,000, and in which, to our
knowledge, any of our directors, officers, five percent beneficial security
holders, or any member of the immediate family of the foregoing persons has had
or will have a direct or indirect material interest.




ITEM 13.Exhibits and Reports on Form
8-K




The
following Exhibits are incorporated herein by reference from the Registrant's
Form SB-2 Registration Statement filed with the Securities and Exchange
Commission, SEC file #333-135352 on June 27, 2006. Such exhibits are
incorporated herein by reference pursuant to Rule 12b-32:




Exhibit
      No.
            Document
      Description3.1
            Articles
      of Incorporation.3.2
            Bylaws.99.1
            Subscription
      Agreement.




The
following documents are included herein:




Exhibit
      No.
                Document
      Description23.1
                Consent
      of Independent Registered Public Accounting Firm.31.1
                Certification of
      Principal Executive Officer and Principal Financial Officer pursuant to
      Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and
      Exchange Act of 1934, as amended.32.1
                Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer and Chief
      Financial Officer).






26




Form
8-K:




Form 8-K
filed under date of February 18, 2008 with respect to Item 5.02




Form 8-K
filed under date of December 12, 2007 with respect to Item 4.01




ITEM
14.   PRINCIPAL
ACCOUNTING FEES AND SERVICES.




(1)
 Audit
Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-QSBs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:




2007
            $
            6,200
            
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
Accountants2008
            $
            6,000
            
            Maddox
      Ungar Silberstein, PLLC




(2)

Audit-Related Fees




The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:




2007
            $
            Nil
            
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
Accountants2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC




(3)
 Tax
Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:




2007
            $
            Nil
            
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
Accountants2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC






27




(4)
 All Other
Fees




The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:




2007
            $
            Nil
            
            Dale
      Matheson Carr-Hilton Labonte, LLP, Chartered
Accountants2008
            $
            Nil
            
            Maddox
      Ungar Silberstein, PLLC




(5)  Our audit
committee's pre-approval policies and procedures described in paragraph
(c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6)  The percentage of
hours expended on the principal accountant's engagement to audit our financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountant's full time, permanent
employees was 0%.




28


SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




Date:
      January 28, 2009
                GENEMEN
      CORPORATIONBy:/s/QiaozhenChenName:
      Qiaozhen ChenTitle:
        President, Chief Financial Officer and
  Director





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




Date:
      January 28, 2009
                By:   /s/ Qiaozhen
      ChenName:
      Qiaozhen ChenTitle:
        President, Chief Financial Officer and Director
                  (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)





Date:
      January 28, 2009
                  By:   /s/Qiaozhen ChenName:
      Quiaozhen ChenTitle:
        Director







29