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, 2009




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
incorporation or organization)

(I.R.S. Employer
Identification No.)





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)





1





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 x





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 x     NO o





As of August 17, 2009, no market price existed for voting and non-voting common equity held by non-affiliates of the registrant.





At August 17, 2009, 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 December 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:




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.




5





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




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




6





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.




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




Lack of capital has stunted growth and development thus far.




Business Strategy, Marketing and Distribution




7





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.




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.




8





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.




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, 2009, we had no sales, no revenues, and we recorded a cumulative operating loss of approximately $127,628.   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.




9





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, 2009 and have a negative working capital. The expenses incurred during the fiscal year ended May 31, 2009
were $39,060. 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;




·
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.





10





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.




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 December 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.




11





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.




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.




12





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.




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.




13





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.




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.




14





Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and FINRA'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. 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, FINRA 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. FINRA 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.




15





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.




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 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.





16





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.




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 of
securities to be
issued upon
exercise of
outstanding
options,
warrants and
rights (a)


Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
(b)


Number of securities
remaining available
for future issuances
under equity
compensation plans
(excluding securities
reflected 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




17
 
 ITEM 6.SELECTED FINANCIAL DATA





ITEM 7.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.




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, 2009. 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 $127,628 as of May 31, 2009. 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.




18





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.




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 December 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 March 31, 2010. 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 December 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;




19


·
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.




Assets




Currently, we the only tangible assets we have are prepaid expenses of $4,970.




Liquidity and Capital Resources




At May 31, 2009, 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable




20





ITEM 8. FINANCIAL STATEMENTS











GENEMEN INC.


(A Development Stage Company)


FINANCIAL STATEMENTS





MAY 31, 2009










Report of Independent Registered Public Accounting Firm

F - 1Balance Sheets as of May 31, 2009 and 2008

F - 2Statements of Operations for the YearsEnded May 31, 2009 and 2008 and for the Period from February 2, 2005 (Inception) to May 31, 2009

F - 3Statement of Stockholders’ Deficit as of May 31, 2009

F - 4Statements of Cash Flows for the Years Ended May 31, 2009 and 2008 and for the Period from February 2, 2005 (Inception) to May 31, 2009

F - 5Notes to Financial Statements

F - 6 – F - 8

























Maddox Ungar Silberstein, PLLCCPAs 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


Genemen, Inc.


Reno, Nevada





We have audited the accompanying balance sheets of Genemen, Inc. as of May 31, 2009 and 2008, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended and the period from February 2, 2005 (Inception) to May 31, 2009.  These financial statements are the responsibility of the
Companies management. Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that
it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits 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 includes examining
on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Genemen, Inc., as of May 31, 2009 and 2008 and the results of its operations and cash flows for the years then ended and for the period from February 2, 2005 (Inception) to May 31, 2009, in conformity with accounting
principles generally accepted in the United States.





The accompanying financial statements have been prepared assuming that Genemen, Inc. will continue as a going concern.  As discussed in Note 5 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 5. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





/s/ Maddox Ungar Silberstein, PLLC


Maddox Ungar Silberstein, PLLC





Bingham Farms, Michigan


July 7, 2009





F-1





GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS


AS OF MAY 31, 2009 AND 2008





2009


2008ASSETSCurrent AssetsCash and equivalents

$
0


$
0Prepaid expenses


4,970



0TOTAL ASSETS

$
4,970


$
0LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued liabilities

$
5,000


$
4,000Due to related party


63,598



20,568Total Current Liabilities


68,598



24,568Stockholders’ 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



0Additional paid-in capital


61,475



61,475Deficit accumulated during the development stage


(127,628
)


(88,568
)Total stockholders’ deficit


(63,628
)


(24,568
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
4,970


$
0




See accompanying notes to financial statements.


F-2


GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED MAY 31, 2009 AND 2008


FOR THE PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO MAY 31, 2009











YEAR ENDED MAY 31, 2009


YEAR ENDED MAY 31, 2008


PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO MAY 31, 2009REVENUESEXPENSESManagement fees (Note 6)

$
0


$
6,000


$
13,500General and administrative expenses


5,030



0



5,030Professional fees


34,030



13,068



109,098NET LOSS

$
(39,060
)

$
(19,068
)

$
(127,628
)BASIC AND DILUTED LOSS PER SHARE

$  (0.02)


$
(0.01
)WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED


2,525,000



2,525,000





See accompanying notes to financial statements.


F-3


GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENT OF STOCKHOLDERS’ DEFICIT


PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO MAY 31, 2009







Common Stock


Additional


AccumulatedShares


Amount


Paid in Capital


Deficit


TotalBalance, February 2, 2005 (Inception)


-


$
0


$
0


$
0


$
0Common stock issued for cash at $0.02 per share, March 20, 2006


2,525,000



2,525



47,975



-



50,500Donated services (see Note 5)


-



-



1,500



-



1,500Net loss for the period ended May 31, 2006


-



-



-



(5,500
)


(5,500
)Balance, May 31, 2006


2,525,000



2,525



49,475



(5,500
)


46,500Donated services (see Note 5)


-



-



6,000



-



6,000Net loss for the year ended May 31, 2007


-



-



-



(64,000
)


(64,000
)Balance, May 31, 2007


2,525,000



2,525



55,475



(69,500
)


(11,500
)Donated services (see Note 5)


-



-



6,000



-



6,000Net loss for the year ended May 31, 2008


-



-



-



(19,068
)


(19,068
)Balance, May 31, 2008


2,525,000



2,525



61,475



(88,568
)


(24,568
)Net loss for the year ended May 31, 2009


-



-



-



(39,060
)


(39,060
)Balance, May 31, 2009


2,525,000


$
2,525


$
61,475


$
(127,628
)

$
(63,628
)








See accompanying notes to financial statements.





F-4


GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED MAY 31, 2009 AND 2008


PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO MAY 31, 2009








YEAR ENDED MAY 31, 2009


YEAR ENDED MAY 31, 2008


PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO MAY 31, 2009CASH FLOWS FROM OPERATING ACTIVITIESNet loss for the period

$
(39,060
)

$
(19,068
)

$
(127,628
)Donated services


0



6,000



13,500Change in non-cash working capital itemsPrepaid expenses


(4,970
)


0



(4,970
)Accounts payable and accrued liabilities


1,000



0



5,000CASH FLOWS USED BY OPERATING ACTIVITIES


(43,030
)


(13,068
)


(114,098
)CASH FLOWS FROM FINANCING ACTIVITIESDue to related party


43,030



13,068



63,598Proceeds from sales of common stock


0



0



50,500CASH FLOWS PROVIDED BY FINANCING ACTIVITIES


43,030



13,068



114,098NET INCREASE IN CASH


0



0



0Cash, beginning of period


0



0



0Cash, end of period

$
0


$
0


$
0SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid

$
0


$
0


$
0Income taxes paid

$
0


$
0


$
0





See accompanying notes to financial statements.





F-5







GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


MAY 31, 2009





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.





Basis of Presentation


The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).





Cash and Cash Equivalents


Genemen considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At May 31, 2009 and 2008, the Company had $-0- of cash.





Fair Value of Financial Instruments


Genemen’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, and an amount due to a related party. 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.





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.







F-6




GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


May 31, 2009





NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)





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 – DUE TO RELATED PARTY





Amounts due to a related party totaling $63,598 and $20,568 at May 31, 2009 and 2008, 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.  The donated services ceased effective June 1, 2008.





NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES




Accounts payable and accrued liabilities at May 31, 2009 and 2008 were $5,000 and $4,000, respectively.  These amounts related to professional fees owed for services related to periods prior to and including the applicable year-end date.




NOTE 4 – INCOME TAXES





For the periods ended May 31, 2009 and 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 $127,500 at May 31, 2009, 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:





2009


2008Deferred tax asset attributable to:Net operating loss carryover

$
43,350


$
30,260Valuation allowance


(43,350
)


(30,260
)Net deferred tax asset

$
-


$
-






F-7





GENEMEN, INC.


(A DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


MAY 31, 2009








NOTE 5 – 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 Geneme 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-8






ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




None.




ITEM 9AT.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 9B.OTHER INFORMATION




None.




PART III.




ITEM 10. 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.




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




Name

Position Held with the Company

Age

Date First
Elected 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







21





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:






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);




22


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.




ITEM 11. 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, 2009.




SUMMARY COMPENSATION TABLEAnnual Compensation
Long Term
Compensation(1)
Pay-
outsName and Principal
Position
Year
Salary
Bonus
Other
Annual
Compen-
sation(2)
Securities
Under
Options/
SAR's
Granted
Restricted
Shares or
Restricted
Share Units
LTIP
Pay-
outs
All Other
Compen-
sation2006
Nil
Nil
Nil
Nil
Nil
Nil
Nil2007
Nil
Nil
Nil
Nil
Nil
Nil
Nil2008
Nil
Nil
Nil
Nil
Nil
Nil
Nil




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.




23





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, 2009.




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




Principal Stockholders




The following table sets forth, as of May 31, 2009, 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
%





(1) Based on 2,525,000 shares of common stock issued and outstanding as of May 31, 2009. 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




24





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 13.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 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-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings
or engagements for those fiscal years was:




2008

$
6,000

Maddox Ungar Silberstein, PLLC2009

$
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:




2008
$
Nil

Maddox Ungar Silberstein, PLLC2009
$
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:




2008
$
Nil

Maddox Ungar Silberstein, PLLC2009
$
Nil

Maddox Ungar Silberstein, PLLC




(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:




2008
$
Nil

Maddox Ungar Silberstein, PLLC2009
$
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%.




25


PART IV.




ITEM 15.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).





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




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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: August 17, 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: August 17, 2009
By:   /s/ Qiaozhen ChenName: Qiaozhen ChenTitle:   President, Chief Financial Officer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)





Date: August 17, 2009
By:   /s/Qiaozhen Chen
DirectorName: Qiaozhen ChenTitle:   Director




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