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, 2019  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)  Delaware54-1812385(State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification Number)1 Performance Drive, Suite F
Angleton, TX77515(Address of principal executive offices)(Zip code)  Registrant’s telephone number, including area code: (832) 954-7569  Securities registered pursuant to Section 12(b) of the Act: None  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. [X] Yes    [_] 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). [X] Yes    [_] 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[X]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 May 8, 2020 , there were 45,429,188 shares of common stock issued
and outstanding.    TABLE OF CONTENTS

PagePart I — Financial InformationItem 1.Financial Statements.4Report of Independent Registered Public Accounting Firm4Consolidated Balance Sheets (Unaudited)5Consolidated Statement of Operations (Unaudited)6Consolidated Statement of Stockholders’ Equity (Deficit) (Unaudited)7Consolidated Statement of Cash Flows (Unaudited)8Notes to the Unaudited Consolidated Financial Statements9Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.13Item 3.Quantitative and Qualitative Disclosures about Market Risk.15Item 4.Controls and Procedures.15Part II — Other InformationItem 1.Legal Proceedings.16Item 1A.Risk Factors.16Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.16Item 3.Defaults upon Senior Securities.16Item 4.Mine Safety Disclosures.16Item 5.Other Information.16Item 6.Exhibits.16

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EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on
Form 10-Q for the quarterly period ended December 31, 2019 (“Form 10-Q”) is to submit the Report of Independent Registered
Accounting Firm from PWR CPA, LLP (“PWR”) indicating the results of PWR’s review of the Registrant’s financial
statements.


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, 2019. 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.


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PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders
StemGen, Inc.

Results of Review of Interim Statements

We have reviewed the consolidated balance sheet of StemGen, Inc. and subsidiaries
(“the Company”) as of December 31, 2019, and the related consolidated statements of operations, shareholders’
equity (deficit), and cash flows for the three and six-month periods ended December 31, 2019 and 2018, and the related notes (collectively
referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications
that should be made to the condensed consolidated financial statements for them to be in conformity with accounting principles
generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of StemGen, Inc. and subsidiaries
as of June 30, 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows
for the year then ended (not presented herein); and in our report dated May 11, 2020, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance
sheet as of June 30, 2019, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which
it has been derived.

Basis for Review Results

These financial statements are the responsibility of the entity’s management.
We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”).
 We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

A review of interim financial information consists principally of applying analytical
procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Going Concern Matter

Note 2 of the Company’s audited financial statements as of June 30, 2019,
and for the year then ended discloses that the Company has suffered recurring losses from operations and had a net capital deficiency
at June 30, 2019. Our auditor’s report on those financial statements includes an explanatory paragraph referring to the
matters in Note 2 of those financial statements and indicating that these matters raised substantial doubt about the Company’s
ability to continue as a going concern. As indicated in Note 2 of the Company’s unaudited interim financial statements as
of December 31, 2019, and for the six months then ended, the Company continues to have losses and has a net capital deficiency
at December 31, 2019. The accompanying interim financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ PWR CPA, LLP

Houston, Texas

May 11, 2020


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STEMGEN, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

December 31,
2019June 30,
2019ASSETSCurrent assetsCash and cash equivalents$990$2,751Total current assets9902,751Property and EquipmentVehicles – race cars387,450387,450Website design—60,000387,450447,450Less accumulated amortization—(60,000)387,450387,450TOTAL ASSETS$388,440$390,201LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilitiesAccounts payable$185,241$180,988Advance from shareholder118,267102,257Advance from related party5,000—Accrued interest payable359,029288,629Convertible notes payable563,203563,203Derivative liability136,378124,923Total current liabilities1,367,1181,260,000CommitmentsStockholders’ DeficitPreferred Stock; 8,000,000 shares authorized——Series
A Convertible Preferred Stock, par value $0.001; 6,000,000 shares issued and outstanding at December 31, 2019 and June 30, 2019; liquidation preference of $6,000,0006,0006,000Series E Preferred Stock; par value
$0.000001; 1,000,000 shares issued and outstanding at December 31, 2019 and June 30, 201911Series F
Preferred Stock; par value $0.000001; 1,000,000 shares issued and outstanding at December 31, 2019 and June 30, 201911Common Stock;
par value $0.001; 100,000,000 shares authorized, 45,429,188 and 45,429,188 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively45,42945,422Additional paid-in capital(486,725)(493,718)Accumulated deficit(543,384)(427,505)Total stockholders’ deficit(978,678)(869,799)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT$388,440$390,201
The accompanying notes are an integral part of these financial statements


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STEMGEN, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For the Three Months and Six Months Ended December 31, 2019 and 2018
(Unaudited)

Six Months Ended 
December 31,Three Months Ended
December 31,2019201820192018Revenue$1,750$10,000$1,750$10,000Operating expense:Cost of revenue—4,191—4,191General and administrative expenses35,774116,41322,59366,827Loss from operations(34,024)(110,604)(20,843)(61,018)Interest expense(70,400)—(35,200)—Loss on fair value of derivative liability(11,455)—(5,724)—Net loss$(115,879)$(110,604)$(61,767)$(61,018)Net loss per share – basic and diluted$(0.00)(0.01)$(0.00)(0.01)Weighted average number of common shares outstanding – basic and diluted45,427,9339,931,85345,429,1889,937,627
The accompanying notes are an integral part of these financial statements


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STEMGEN, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) For the Three Months and Six Months Ended December 31, 2019 and 2018 (Unaudited)  Series A
Preferred StockSeries E
Preferred StockSeries F
Preferred StockCommon StockAdditional
paid-inAccumulatedSharesAmountSharesAmountSharesAmountSharesAmountCapitalDeficitTotalBalance, June 30, 20196,000,000$6,0001,000,000$11,000,000$145,422,418$45,422$(493,718)$(427,505)$(869,799)Common stock issued for cash——————7,00076,993—7,000Net loss—————————(54,112)(54,112)Balance,
September 30, 20196,000,000$6,0001,000,000$11,000,000$145,429,188$45,429$(486,725)$(481,617)$(916,911)Net loss—————————(61,767)(61,767)Balance,
December 31, 20196,000,000$6,0001,000,000$11,000,000$145,429,188$45,429$(486,725)$(543,384)$(978,678)   Series A
Preferred StockSeries E
Preferred StockSeries F
Preferred StockCommon StockAdditional
paid-inAccumulatedSharesAmountSharesAmountSharesAmountSharesAmountCapitalDeficitTotalBalance, June 30, 20181,000,000$1,000—$—1,000,000$18,875,134$8,876$439,593$(1,995)$447,475Common stock issued for services——————1,062,4931,06217,608—18,670Net loss—————————(49,586)(49,586)Balance,
September 30, 20181,000,000$1,000—$—1,000,000$19,937,627$9,938$457,201$(51,581)$416,559Net loss—————————(61,018)(61,018)Balance,
December 31, 20181,000,000$1,000—$—1,000,000$19,937,627$9,938$457,201$(112,599)$355,541  The accompanying notes are an integral part of these financial statements  - 7 -


STEMGEN, INC. CONSOLIDATED STATEMENT OF CASH FLOWS For the Six Months Ended December 31, 2019 and 2018 (Unaudited)  Six Months EndedDecember 31,
2019December 31,
2018Cash flow from operating activities:Net loss$(115,879)$(110,604)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation—12,500Common stock issued for services—18,670Change in fair value of derivative liability11,455—Change in accrued interest payable70,400—Change in accounts payable and accrued liabilities4,25322,399Net cash used in operating activities(29,771)(57,035)Cash flows from financing activities:Proceeds from sale of common stock7,000—Proceeds from advances21,01037,000Net cash provided by financing activities28,01037,000Net change in cash(1,761)(20,035)Cash and equivalents, beginning of period2,75120,025Cash and equivalents, end of period$990$(10)  The accompanying notes are an integral part of these financial statements  - 8 -   STEMGEN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2019
(Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business –We were incorporated under the laws of the State of Delaware as D3esports on May 1, 2018. We are based in Angleton, TX. D3esports plans to hold monthly time trial format competitions through an eSports platform that allows professional race car drivers and eSport athletes (gamer enthusiasts) to compete for a real experience in a race car and points that can be used to purchase products and services through our partners. As a result of the Acquisition, we will continue as a publicly traded company under the name StemGen, Inc. The existing business operations of D3esports, Inc. will continue as our wholly subsidiary.

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 (i) StemGen, Inc. (“StemGen”); (ii) D3esports, Inc., a Wyoming
corporation (“D3esports”); and (iii) 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. For accounting purposes, D3esports is the acquiring entity.
Current and comparative consolidated financial statements include the accounts of D3esports since inception (May 1, 2018) and StemGen
from the date of acquisition (January 29, 2019) (collectively, the “Company”).

On the 20th day of May 2019 we incorporated StemGen Connect in the
State of Texas and issued 1,000,000 shares (50%) of common stock to The Learning Partnership.com Trading Limited, 500,000
shares (25%) of common stock to D3esports Corp. and 500,000 shares (25%) of common stock to Dawson Racing, Inc. D3esports Corp.
is a wholly owned subsidiary of StemGen, Dawson Racing, Inc. is an affiliate of Simon Dawson, the president and CEO of StemGen.

The Learning Partnership.com Trading Limited is a UK based company engaged in educational leadership, teaching and learner engagement creating a social learning platform division for education, www.DendriteConnect.com. Dendrite Connect empowers students, teachers and parents around the globe to engage in enrichment and collaboration learning environment, programs, challenges, projects and careers. Dendrite Connect enables collaboration between its members through content sharing, chat forums and networks of users and career opportunities tailored to each member as they journey through education.

A joint venture agreement was entered into among the shareholders of StemGen Connect to integrate technologies from the three companies, into a single virtual-to-real motorsports-based Science, Technology, Engineering and Mathematics (STEM) enrichment and collaboration learning environment to drive the launch of an esports competition for school networks and their students.  There has been no activity in this joint venture or StemGen Connect as of September 30, 2019.

Principles of Consolidation. The consolidated financial statements include the accounts of StemGen, and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated.

Interim Financial Statements –The accompanying unaudited consolidated 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, 2019 and notes thereto and other pertinent information contained in our Form 10-K filed with the Securities and Exchange Commission (the “SEC”).

The results of operations for the six months ended December 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending June 30, 2020.


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Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain 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 revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Management believes that these estimates and assumptions provide a reasonable basis for the fair presentation of the financial statements.

Cash and Cash Equivalents –The Company considers all highly liquid debt instruments with an original maturity of three months or less at the date of purchase to be cash equivalents.

Property and Equipment – Property and equipment consists of vehicles and website design.  The vehicles are three race cars which were contributed as capital at the inception of the Company and recorded at their estimated fair value.

Website design consisted primarily of the cost of a contract with
Mainline, an Esports provider, for the design of an esports website and platform for the Company. The Company has terminated its
association with Mainline and the website was taken down effective October 2019, therefore, the contract cost of $60,000 had been
fully amortized during the year ended June 30, 2019.

Improvements or betterments of a permanent nature are capitalized.  Expenditures for maintenance and repairs are charged to expense as incurred.  The cost of assets retired or otherwise disposed of and the related accumulated depreciation are eliminated from the accounts in the year of disposal.  Gains or losses resulting from property disposals are credited or charged to operations in the year of disposal.

Revenue Recognition– In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.

On January 29, 2019, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are delivered to the customer or services are provided. Payments for products or services which have been received prior to the Company fulfilling its performance obligations are deferred until those obligations are satisfied. Costs related to deferred revenue are included in other assets until the revenue is recognized.

Income Taxes –The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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.

Derivative Instruments– Our debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.


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Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.

Recently Issued Accounting Pronouncements –In February 2016, the FASB issued ASU 2016-02, Leases. This guidance requires an entity to recognize lease liabilities and a right-of-use asset for all leases on the balance sheet and to disclose key information about the entity’s leasing arrangements. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2020, with earlier adoption permitted. ASU 2016-02 must be adopted using a modified retrospective approach for all leases existing at, or entered into after the date of initial adoption, with an option to elect to use certain transition relief. The Company is evaluating the impact of this new standard on its financial position, results of operations, cash flows and related disclosures.

NOTE 2 – GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended December 31, 2019, the Company had a net loss of $115,879. As of December 31, 2019, the Company had negative working capital of $1,366,128. Management does not anticipate having positive cash flow from operations in the near future.

These factors raise 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.

The Company currently does not have the resources needed
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 increasing revenues and raising the funds necessary to fully 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 the Company’s projects
and initiatives will be successful and will provide cash flow 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 – COMMITMENTS

From time to time, we may be involved in litigation in the ordinary course of business. 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 4 – EQUITY

During the six months ended December 31, 2019, the Company issued 7,000 shares of common stock and received cash proceeds of $7,000.

During the six months ended December 31, 2018, the Company issued 1,062,493 shares of common stock for legal and consulting services valued at $18,670.


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NOTE 5 – CONVERTIBLE NOTES PAYABLE

Convertible notes payable consisted of the following at December 31, 2019:

Convertible note issued March 31, 2015, maturing March 31, 2017, bearing interest at 10% per year, until maturity, then 25%. Convertible into common stock at a rate of $0.05 per share.  In default as of April 1, 2017.$36,340Convertible note in the original principal amount of $85,465, issued June 30, 2015 and maturing June 30, 2017, bearing interest at 10% per year until maturity and 25% thereafter, and convertible into common stock at a rate of $0.05 per share.  In default as of July 1, 2017.85,465Convertible note in the original principal amount of $277,208, issued September 30, 2015 and maturing September 30, 2018, bearing interest at 10% per year until maturity and 25% thereafter, and convertible into common stock at a rate of $0.05 per share277,208Convertible note in the original principal amount of $103,072, issued December 31, 2015 and maturing December 31, 2018, bearing simple interest at 10% per year until maturity and 25% thereafter, and convertible into common stock at a rate of $0.40 per share.103,072Convertible note in the original principal amount of $61,118, issued March 31, 2016 and maturing March 31, 2019, bearing simple interest at 10% per year until maturity and 25% thereafter, and convertible into common stock at a rate of a 60% discount to the volume weighted average price for the last five trading days prior to conversion.61,118Total convertible notes$563,203
Principal along with accrued interest are payable on the maturity date.
The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into
shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company.
The notes are unsecured and are in default.

NOTE 6 – DERIVATIVE LIABILITY

The conversion feature of certain convertible notes payable was accounted for as a
derivative liability. The derivative liability at December 31, 2019, was calculated using the Black Scholes method over the expected
terms of the convertible notes, with a risk-free rate of 1.60% and volatility of 200%.

During the six months ended December 31, 2019, the Company recognized a loss of $11,455 for the change in fair value of derivative.

NOTE 7 – RELATED PARTY

The Company has been provided warehouse, office space and other organizational expenses by its chief executive officer, Simon Dawson, for which $7,500 and $5,000 was paid during the six month periods ending December 31, 2019 and 2018, respectively.

As of December 31, 2019 and June 30, 2019, the Company has $118,267 and $102,257, respectively, in advances from a shareholder. The advances bear no interest and have no repayment terms.

During the six months ended December 31, 2019, the Company received an advance of $5,000 from Dawson Racing, a company owned by our CEO. The advance bears no interest and has no repayment terms.

NOTE 8 – SUBSEQUENT EVENTS

Since December 31, 2019 and through the date of this report, the entire global
economy has been substantially impacted by the COVID-19 pandemic which began in China and has spread to the United States and
most other parts of the world. The range of possible impacts on the Company’s business from the COVID-19 pandemic
could include, but would not necessarily be limited to, one or more of the following factors:

•A negative impact due to the
contraction in the sources of capital required to support our continued business strategic efforts.•A negative impact due to rising
bottleneck in the supply chain of goods and services needed to pursue our business strategic effort.•A negative impact on our human
capital resources needed in our business.
At this time, the Company believes that it is premature to determine the potential impact
on the Company’s business prospects from these or other factors that may be related to the COVID-19 pandemic.


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

We were incorporated under the laws of the State of Delaware as D3esports on May 1, 2018. We are based in Angleton, TX. D3esports plans to hold monthly time trial format competitions through an eSports platform that allows professional race car drivers and eSport athletes (gamer enthusiasts) to compete for a real experience in a race car and points that can be used to purchase products and services through our partners. As a result of the Acquisition, we will continue as a publicly traded company under the name StemGen, Inc. The existing business operations of D3esports, Inc. will continue as our wholly subsidiary.

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 (i) StemGen, Inc.(“StemGen”); (ii) D3esports, Inc., a Wyoming corporation
(“D3esports”); and (iii) 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. For accounting purposes, D3esports is the acquiring entity. Current and comparative consolidated
financial statements include the accounts of D3esports since inception (May 1, 2018) and StemGen from the date of acquisition (January
29, 2019) (collectively, the “Company”).

On the 20th day of May 2019 we incorporated StemGen Connect in the
State of Texas and issued 1,000,000 shares (50%) of common stock to The Learning Partnership.com Trading Limited, 500,000
shares (25%) of common stock to D3esports Corp. and 500,000 shares (25%) of common stock to Dawson Racing, Inc. D3esports Corp.
is a wholly owned subsidiary of StemGen, Dawson Racing, Inc. is an affiliate of Simon Dawson, the president and CEO of StemGen.

The Learning Partnership.com Trading Limited is a UK based company engaged in educational leadership, teaching and learner engagement creating a social learning platform division for education, www.DendriteConnect.com. Dendrite Connect empowers students, teachers and parents around the globe to engage in enrichment and collaboration learning environment, programs, challenges, projects and careers. Dendrite Connect enables collaboration between its members through content sharing, chat forums and networks of users and career opportunities tailored to each member as they journey through education.

A joint venture agreement was entered into among the shareholders of StemGen Connect to integrate the technologies from the three companies, into a single virtual-to-real motorsports-based Science, Technology, Engineering and Mathematics (STEM) enrichment and collaboration learning environment to drive the launch of an esports competition for school networks and their students.  There has been no activity in this joint venture or StemGen Connect as of September 30, 2019.

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 consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our 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, 2019 on Form 10-K.

Results of Operations

Six months ended December 31, 2019 and 2018

Revenue

We recognized revenue in the amount of $1,750 for the six months ended December 31, 2019 compared to revenue of $10,000 during the comparable period of 2018.


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General and Administrative Expenses

We recognized general and administrative expenses in the amount
of $35,774 for the six months ended December 31, 2019 compared to $116,413 for the comparable period of 2018. The prior
year expense included certain start-up expenses of the Company which were non-recurring .

Interest Expense

We incurred interest expense of $70,400 for the six months ended December 31, 2019 primarily related to statutory interest on convertible notes payable.

Loss on fair value of derivative

We recognized a loss on fair value of derivative of $11,455 for the six months ended December 31, 2019 based on the valuation of the derivatives.

Net Loss

We incurred a net loss of $115,879 for the six months ended December 31, 2019 compared to a loss of $110,604 for the comparable period of 2018 related to the items discussed above.

Three months ended December 31, 2019 and 2018

Revenue

We recognized revenue in the amount of $1,750 for the three months ended December 31, 2019 compared to revenue of $10,000 during the comparable period of 2018.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $22,593 for the three months ended December 31, 2019 compared to $66,827 for the comparable period of 2018. The prior year expense included certain start-up expenses of the Company which were not recurring.

Interest Expense

We incurred interest expense of $35,200 for the three months ended December 31, 2019 primarily related to statutory interest on convertible notes payable.

Loss on fair value of derivative

We recognized a loss on fair value of derivative of $5,724 for the three months ended December 31, 2019 based on the valuation of the derivatives.

Net Loss

We incurred a net loss of $61,767 for the three months ended December 31, 2019 compared to a loss of $61,018 for the comparable period of 2018 related to the items discussed above.

Liquidity and Capital Resources

At December 31, 2019, we had cash on hand of $990. The company has negative working capital of $1,366,128 as of December 31, 2019. 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.


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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 Procedures Management’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 September 30, 2019. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2019, 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, 2019, 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, 2019, 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 are 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.


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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

None.

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

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

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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: May 14, 2020By:/s/ Simon DawsonSimon DawsonCEO and Chairman of the Board

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