UNITED STATES SECURITY AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  [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 [X]   No  [_]  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.    TABLE OF CONTENTS



PagePart I — Financial InformationItem 1.
    Financial Statements.
    4Condensed Balance Sheets (Unaudited)
    4Condensed Statements of Operations (Unaudited)
    5Condensed Statements of Cash Flows (Unaudited)
    6Notes to the Unaudited Condensed Financial Statements
    7Item 2.
    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
    9Item 3.
    Quantitative and Qualitative Disclosures about Market Risk.
    11Item 4.
    Controls and Procedures.
    11Part II — Other InformationItem 1.
    Legal Proceedings.
    12Item 1A.
    Risk Factors.
    12Item 2.
    Unregistered Sales of Equity Securities and Use of Proceeds.
    12Item 3.
    Defaults upon Senior Securities.
    12Item 4.
    Mine Safety Disclosures.
    12Item 5.
    Other Information.
    12Item 6.
    Exhibits.
    12

- 2 -

CAUTIONARY STATEMENT
REGARDING FORWARD-LOOKING INFORMATION



Certain statements in this report contain or
may contain forward-looking statements. These statements, identified by words such as “plan”, “anticipate”,
“believe”, “estimate”, “should”, “expect” and similar expressions include our expectations
and objectives regarding our future financial position, operating results and business strategy. These statements are subject to
known and unknown risks, uncertainties and other factors, which may cause actual results, performance, or achievements to be materially
different from any future results, performance or achievements expressed or implied by such forward - looking statements. These
forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that
could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are
not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude
a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government
and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult
to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with
any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including
but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for
the fiscal year ended June 30, 2018. We advise you to carefully review the reports and documents we file from time to time with
the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports
on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake
no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence
of unanticipated events.



OTHER PERTINENT INFORMATION



When used in this report, the terms, “we,”
the “Company,” “SGNI,” “our,” and “us” refers to StemGen, Inc., a Delaware corporation.



- 3 -

PART I — FINANCIAL
INFORMATION



ITEM 1. FINANCIAL STATEMENTS



STEMGEN, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)



December 31, 2018
    
    June 30, 2018ASSETSCURRENT ASSETSCash
    
    $
    —
    
    $
    —Total current assets
    
    
    —
    
    
    —TOTAL ASSETS
    
    $
    —
    
    $
    —LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued expenses
    
    $
    151,564
    
    $
    151,314Advances payable
    
    
    36,040
    
    
    18,540Current portion of accrued interest payable
    
    
    222,005
    
    
    174,315Current portion of convertible notes payable, net of discount of $2,046 and $3,033, respectively
    
    
    562,516
    
    
    560,170Total current liabilities
    
    
    972,125
    
    
    904,339TOTAL LIABILITIES
    
    
    972,125
    
    
    904,339COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS’ EQUITY (DEFICIT)Common stock, $0.001 par value; 20,000,000 shares authorized;
14,083,927 and 14,083,927 shares issued and outstanding at
December 31, 2018 and June 30, 2018, respectively
    
    
    14,084
    
    
    14,084Series E Preferred stock, $0.000001 stated value; 1,000,000 shares authorized;
1,000,000 and 1,000,000 shares issued and outstanding at
December 31, 2018 and June 30, 2018, respectively
    
    
    1
    
    
    1Additional paid-in capital
    
    
    1,061,842
    
    
    1,061,842Accumulated deficit
    
    
    (2,048,052
    )
    
    (1,980,266
    )Total stockholders’ deficit
    
    
    (972,125
    )
    
    (904,339
    )TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
    
    $
    —
    
    $
    —

The accompanying notes are an integral part
of these unaudited condensed financial statements.



- 4 -

STEMGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)



Three months endedDecember 31,
    
    Six months endedDecember 31,2018
    
    2017
    
    2018
    
    2017OPERATING EXPENSESGeneral and administrative expenses
    
    $
    8,000
    
    $
    1,750
    
    $
    17,750
    
    $
    3,500LOSS FROM OPERATIONS
    
    
    (8,000
    )
    
    (1,750
    )
    
    (17,750
    )
    
    (3,500
    )OTHER EXPENSEInterest expense
    
    
    (29,714
    )
    
    (23,211
    )
    
    (50,036
    )
    
    (46,422
    )NET LOSS
    
    
    (37,714
    )
    
    (24,961
    )
    
    (67,786
    )
    
    (49,922
    )NET LOSS PER COMMON SHARE – Basic and diluted
    
    
    (0.00
    )
    $
    (0.00
    )
    $
    (0.00
    )
    
    (0.00
    )WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – Basic and diluted
    
    
    14,083,927
    
    
    14,083,927
    
    
    14,083,927
    
    
    14,083,927

The accompanying notes are an integral part
of these unaudited condensed financial statements.



- 5 -

STEMGEN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)



Six months ended
        December 31,2018
    
    2017CASH FLOW FROM OPERATING ACTIVITIES:Net loss
    
    $
    (67,786
    )
    $
    (49,922
    )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of discount on convertible note payable
    
    
    2,346
    
    
    4,126Changes in operating assets and liabilities:Accounts payable and accrued liabilities
    
    
    250
    
    
    3,500Advances
    
    
    17,500
    
    
    —Accrued interest payable
    
    
    47,690
    
    
    42,296NET CASH USED IN OPERATING ACTIVITIES
    
    
    —
    
    
    —NET INCREASE (DECREASE) IN CASH
    
    
    —
    
    
    —CASH, at the beginning of the period
    
    
    —
    
    
    —CASH, at the end of the period
    
    $
    —
    
    $
    —Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest
    
    $
    —
    
    $
    —Taxes
    
    $
    —
    
    $
    —

The accompanying notes are an integral part
of these unaudited condensed financial statements.



- 6 -

STEMGEN, INC.

NOTES TO THE UNAUDITED CONDENSED FINANCIAL
STATEMENTS

DECEMBER 31, 2018



Note 1. General Organization and Business



StemGen, Inc (the “Company”) was
incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. (“Infotech”), a
Delaware company, following the completion of Infotech’s Chapter 11 Bankruptcy reorganization, in accordance with an Assignment
and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996. As a result of a series of transactions during
the 1980’s, Infotech, then principally engaged in the information and communications business, acquired equity interests
in Comtex News Network, Inc. (“Comtex”) and Analex Corporation (“Analex”), formerly known as Hadron, Inc.
Our business was the maintenance of our equity interest in and note receivable from Comtex and equity interest in Analex.



On September 25, 2006, we exchanged the equity
investment in Comtex common stock and the Note Receivable from Comtex of $856,954, for 55,209 shares of the StemGen Series A Preferred
stock. We no longer have an equity interest in either the common stock of Comtex or the Note from Comtex.



During October 2006, we sold the remaining
21,000 shares of common stock of publicly held Analex, a defense contractor specializing in systems engineering and developing
innovative technical intelligence solutions in support of U.S. national security. We no longer have an equity interest in Analex.



On December 24, 2012, the Corporation received
a nonrefundable deposit of $32,500 under a Letter of Intent (“LOI”) which it entered into on December 11, 2012 with
StemGen Inc. a Nevada corporation. Effective February 5, 2013, the Company amended its Certificate of Incorporation. As a result
of the Amendment, the Company’s corporate name changed from Amasys Corporation to StemGen, Inc. and a reverse stock split
was effectuated where all the outstanding shares of the Company’s common stock were exchanged at a ratio of one for eighty.
The LOI was terminated on August 6, 2013.



Since we redeemed and converted all of our
outstanding Series A Preferred Stock at the end of September 2006, starting October 1, 2006 through December 31, 2018, we had not conducted
any business operations.



On May 15, 2015, we purchased 100% of the membership
interests in Global Visionary Investments LLC, a business advisory services company, (“Global Visionary”) as a means
to facilitate the process of driving possible target leads and vetting potential investments in those targets. This transaction
was rescinded in May 2018.



We have been engaged in a search for the acquisition
of an operating business or a company with a well developed business plan to participate in an emerging industry.



Our search was successful when we entered into
a letter of intent to acquire 100% of the equity interest in D3esports Corp. in exchange for our capital stock that represents
a minority interest in us. The letter of intent provides for the name of our corporation to D3sports and continuing its existence
in Wyoming. The letter also contains the customary provisions including due diligence, a definitive agreement, representations,
warranties and regulatory compliance.



D3esports is a newly organized Wyoming corporation
that intends to offer a competition platform in eSports for gamers and sport enthusiasts to compete virtually to win a real experience



Note 2. Going Concern



The accompanying unaudited condensed financial statements have been prepared assuming that the Company will
continue as a going concern. For the six months ended December 31, 2018, the Company had a net loss of $67,786. As of December 31, 2018, the Company had negative working capital of
$972,125. Management does not anticipate having positive cash flow from operations in the near future.



These factors raise a substantial doubt about
the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities
that may result from the possible inability of the Company to continue as a going concern.



- 7 -

The Company does not
have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders
or fully implement its business plan. Without additional capital, the Company will not be able to remain in business.



Management has plans to address the Company’s
financial situation as follows:



In the near term, management plans to continue
to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing
to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue
to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining
additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as
a going concern.



In the long term, management believes that
the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance
the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that
the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources
of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of
the Company to achieve adequate profitability and cash flows from operations to sustain its operations.



Note 3. Summary of Significant Accounting
Policies



Interim Financial Statements



The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the consolidated financial
statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal
recurring nature. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial
statements for the fiscal year ended June 30, 2018 and notes thereto and other pertinent information contained in our Form 10-K
the Company has filed with the Securities and Exchange Commission (the “SEC”).



The results of operations for the six month
period ended December 31, 2018 are not necessarily indicative of the results to be expected for the full fiscal year ending June
30, 2019.



Use of Estimates



The preparation of financial statements in
conformity with GAAP 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 of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ from those estimates.



Earnings (Loss) per Common Share



The Company computes basic and diluted earnings
per common share amounts in accordance with ASC Topic 260, Earnings per Share. The basic earnings (loss) per common share
are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per common share are calculated by dividing the Company’s
net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year.
The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the
year for any potentially dilutive debt or equity. There are no dilutive shares outstanding for any periods reported.



Recently Issued Accounting Pronouncements



We have reviewed the FASB issued Accounting
Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during
the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally
accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s
reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of
our financial management and certain standards are under consideration.



- 8 -

Note 4. Advances
from Third Parties



During the six months ended December
31, 2018, the Company received advances of $17,500 for working capital. These advances are non-interest bearing and payable on
demand. As of December 31, 2018 and June 30, 2018, advances in the amount of $36,040 and $18,540, respectively, are included in
current liabilities on the balance sheets.



Note 5. Commitments and contingencies



From time to time, we may be involved in litigation
in the ordinary course of business. However, we are currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. To our knowledge, there is no action, suit, proceeding, inquiry
or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
knowledge of our executive officers or any of our subsidiaries, threatened against or affecting our Company, our common stock,
any of our subsidiaries or any of our subsidiaries’ officers or directors in their capacities as such, in which an adverse
decision could have a material adverse effect.



Note 6. Subsequent Events.



On January 29, 2019 (the “Closing Date”), we completed and closed the acquisition (the “Acquisition”)
under an Agreement and Plan of Reorganization (the “Reorganization Agreement”), entered into by and among by and among
(i) StemGen, Inc.(“StemGen”); (ii) D3esports, Inc., a Wyoming corporation ( “D3esports”); (ii) and the
shareholders of D3esports (“Sellers”) pursuant to which D3esports became a wholly owned subsidiary of ours. Pursuant
to the Reorganization Agreement, we acquired from the Sellers all of the issued and outstanding equity interests of D3esports in
exchange for 39,631,587 shares of our common stock, par value $0.001 per share and 7,000,000 shares of Preferred Stock, par value
$0.001 per share. As a result of the Acquisition, the Sellers, as the former shareholders of D3esports, became the controlling
shareholders of the Company. The Acquisition was accounted for as a reverse merger notwithstanding it is legally a reverse acquisition.



ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW



StemGen, Inc (the “Company”) was
incorporated in Delaware in 1992, and in 1996 received all remaining assets of Infotechnology, Inc. (“Infotech”), a
Delaware company following the completion of Infotech’s Chapter 11 Bankruptcy reorganization, in accordance with an Assignment
and Assumption Agreement, dated October 11, 1996, and effective as of June 21, 1996.



We have been engaged in a search for the acquisition
of an operating business or a company with a well developed business plan to participate in an emerging industry.



Our search was successful when we entered into
a letter of intent to acquire 100% of the equity interest in D3esports Corp. in exchange for our capital stock that represents
a minority interest in us. The letter of intent provides for the name of our corporation to D3sports and continuing its existence
in Wyoming. The letter also contains the customary provisions including due diligence, a definitive agreement, representations,
warranties and regulatory compliance.



D3esports is a newly organized Wyoming corporation
that intends to offer a competition platform in eSports for gamers and sport enthusiasts to compete virtually to win a real experience.



D3esports intends to gain year-round visibility
by using mainline events to host ongoing virtual racing competitions with the top driver(s) at the end of the season earning the
opportunity to compete against professional drivers and a chance to drive a real race car.



On January 29, 2019 (the “Closing Date”), we completed and closed the acquisition (the “Acquisition”)
under an Agreement and Plan of Reorganization (the “Reorganization Agreement”), entered into by and among by and among
(i) StemGen, Inc.(“StemGen”); (ii) D3esports, Inc., a Wyoming corporation ( “D3esports”); (ii) and the
shareholders of D3esports (“Sellers”) pursuant to which D3esports became a wholly owned subsidiary of ours. Pursuant
to the Reorganization Agreement, we acquired from the Sellers all of the issued and outstanding equity interests of D3esports in
exchange for 39,631,587 shares of our common stock, par value $0.001 per share and 7,000,000 shares of Preferred Stock, par value
$0.001 per share. As a result of the Acquisition, the Sellers, as the former shareholders of D3esports, became the controlling
shareholders of the Company. The Acquisition was accounted for as a reverse merger notwithstanding it is legally a reverse acquisition.



- 9 -

Critical Accounting Policies



We prepare our consolidated financial statements
in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments
on historical experience, current trends, and other factors that management believes to be important at the time the condensed
consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied
and disclosed in our condensed consolidated financial statements.



While we believe that the historical experience,
current trends and other factors considered support the preparation of our condensed consolidated financial statements in conformity
with GAAP, actual results could differ from our estimates and such differences could be material.



For a full description of our critical accounting
policies, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in our Annual Report for the year ended June 30, 2018 on Form 10-K.



Results of Operations



Three months ended December 31, 2018 compared
to the three months ended December 31, 2017.



General and Administrative Expenses



We recognized general and administrative expenses in the amount of $8,000
and $1,750 for the three months ended December 31, 2018 and 2017, respectively. The increase was due to accounting fees incurred
for filings during the three months ended December 31, 2018.



Interest Expense



Interest expense increased from
$23,211 for the three months ended December 31, 2017 to $29,714 for the three months ended December 31, 2018 due to an increase
in interest rate on notes in default net of a decrease due to the cancellation of a note payable in May 2018. Interest expense
for the three months ended December 31, 2018 included amortization of discount on convertible notes payable in the amount of $671,
compared to $2,063 in the prior year.



Net Loss



We incurred a net loss of $37,714
for the three months ended December 31, 2018 as compared to $24,961 for the comparable period of 2017. The increase in the net
loss was the result of the increased professional fees and increased interest.



Six months ended December 31, 2018 compared
to the six months ended December 31, 2017.



General and Administrative Expenses



We recognized general and administrative expenses in the amount of $17,750 and $3,500 for the six months ended
December 31, 2018 and 2017, respectively. The increase was due to accounting fees incurred for filings during the six month period
ended December 31, 2018.



Interest Expense



Interest expense increased from $46,422 for the six months ended December 31, 2017 to $50,036 for the six
months ended December 31, 2018 due to an increase in interest rate on notes in default net of a decrease due to the cancellation
of a note payable in May 2018. Interest expense for the six months ended December 31, 2018 included amortization of discount on
convertible notes payable in the amount of $2,345, compared to $4,126 in the prior year.



Net Loss



We incurred a net loss of $67,786 for the six months ended December 31, 2018 as compared to $49,922 for the
comparable period of 2017.



- 10 -

Liquidity and Capital
Resources



At December 31, 2018, we had no cash on hand.
The company has negative working capital of $972,125. We do not expect to achieve positive cash flow from operating activities
in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will
be able to obtain funds when we need them or that funds will be available on terms that are acceptable to the Company. We have
no material commitments for capital expenditures as of December 31, 2018.



Additional Financing



Additional financing is required to continue
operations. Although actively searching for available capital, the Company does not have any current arrangements for additional
outside sources of financing and cannot provide any assurance that such financing will be available.



Off Balance Sheet Arrangements



We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



Item 3. Quantitative and Qualitative Disclosures
about Market Risk



Not applicable to a smaller reporting company.



Item 4. Controls and ProceduresManagement’s
Report on Internal Control over Financial Reporting



We carried out an evaluation, under the supervision
and with the participation of our management, including our principal executive officer and principal financial officer, of the
effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2018.
Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2018,
our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports
filed by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time
periods and is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.



1.
    As of December 31, 2018, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.2.
    As of December 31, 2018, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Our management, including our principal executive
officer and principal financial officer, who is the same person, does not expect that our disclosure controls and procedures or
our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide
only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system
must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control
issues and instances of fraud, if any, have been detected.



Change in Internal Controls Over Financial
Reporting



There was no change in our internal controls
over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably
likely to materially affect, our internal controls over financial reporting.



- 11 -

PART II —
OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



We know of no material, active or pending legal
proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material
interest adverse to us.



ITEM 1A. RISK FACTORS



Not applicable to a smaller reporting company.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS



There were no sales of unregistered equity
securities during the three months ended December 31, 2018.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



The Company has not defaulted upon senior securities.



ITEM 4. MINE SAFETY DISCLOSURES



Not applicable to the Company.



ITEM 5. OTHER INFORMATION



None.



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 19, 2019
    By:
    /s/ Simon DawsonSimon DawsonCEO and Chairman of the Board

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