UNITED STATES SECURITY AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q /A Amendment No. 1  [X]  QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended December 31, 2018  or  [_]  TRANSITION REPORT UNDER SECTION
13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _________
to _________  Commission File Number: 000-21555  StemGen, Inc. (Exact name of registrant as specified in its
charter)  Delaware
    
    54-1812385(State or other jurisdiction of Incorporation or organization)
    
    (I.R.S. Employer Identification Number)1 Performance Drive, Suite F
        Arlington, TX
    
    77515(Address of principal executive offices)
    
    (Zip code)  Registrant’s telephone number, including area
code: (832) 954-7569  Indicate by check mark whether the registrant
(1) has fled all reports required to be fled 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
fling requirements for the past 90 days. Yes [X]   No  [_]  Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X]   No  [_]  Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer
    [_]
    Accelerated filer
    [_]Non-accelerated filer
    [_]
    Smaller reporting company
    [X]Emerging growth company
    [_]  If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]  Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_]   No  [X]  Indicate the number of shares outstanding of
each of the issuer’s classes of common stock, as of the latest practicable date. As of February 10, 2019, there were 53,715,514
shares of common stock issued and outstanding.    EXPLANATORY NOTE



The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for
December 31, 2018, filed with the Securities and Exchange Commission on February 20, 2019 (the “Form 10-Q”), is to correct a typographical error in the Form 10-Q cover page.
The check mark to indicate whether the registrant is a shell company incorrectly stated “Yes”. The check mark has been corrected to “No”.



No other changes were made to the Form 10-Q report.





PART II —
OTHER INFORMATION



ITEM 6. EXHIBITS



3.1
    
    Restated Certificate of Incorporation of StemGen, Inc. (1)3.2
    
    Bylaws of StemGen, Inc. (1)31.1
    
    Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer (2)32.1
    
    Section 1350 Certification of principal executive officer and principal financial accounting officer (2)101
    
    XBRL Interactive Data files (3),(4)__________

(1)
    Incorporated by reference to the Company’s Form S-1 filed on March 17, 2015.(2)
    Filed or furnished herewith.(3)
    To be submitted by amendment.(4)
    In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”



SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



StemGen, Inc.Date: February 21, 2019
    By:
    /s/ Simon DawsonSimon DawsonCEO and Chairman of the Board

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