---

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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C., 20549

FORM 10-QSB

(Mark one) 
  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
  ACT OF 1934

For the Quarterly period ended **August 31, 2006**

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number 333-135352

GENEMEN INC.(Exact name
of small business issuer as specified in its
charter)

|Nevada                                           | 20-2471612                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

**3702 South Virginia Street, #G12-401, Reno, Nevada
89502** (Address of principal executive offices)

**(250) 885-7678** (Issuers Telephone
Number)

**n/a**(Former name, former address and
former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by sections 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorten period that the registrant was required to file such
report), and (2) has been subject to such filing requirements for the past
90 days. Yes [   ] No [X]

Indicate by a check mark whether the registrant is a shell
company (as defined in Rule 1b-2 of the Exchange Act). Yes [   ]
No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan confirmed by a court.Yes
[   ] No [   ].

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
  classes of common equity as of the latest 
  practicable date:

---

Outstanding as of August 31, 2006: 2,525,000 common shares

Transitional Small Business Disclosure Format (Check one): Yes
[   ] No [X]

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following interim unaudited financial statement for the
period ended August 31, 2006.

---

GENEMEN INC. 
  (A Development Stage Company)

FINANCIAL STATEMENTS

AUGUST 31, 2006

(Stated in US Dollars)

(Unaudited)







|BALANCE SHEETS                                 
|-----------------------------------------------
|                                               
|INTERIM STATEMENTS OF
      OPERATIONS         
|                                               
|INTERIM STATEMENTS OF
      CASH FLOWS         
|                                               
|STATEMENT OF STOCKHOLDERS
      EQUITY        
|                                               
|NOTES TO THE INTERIM FINANCIAL
      STATEMENTS

---

GENEMEN INC.(A Development Stage Company)
BALANCE SHEET (Stated in US Dollars) (Unaudited)

|                                                       |   | August
      31, |   |   | May 31, |  
|------------------------------------------------------ | - | ---------------- | - | - | ------- | -
|                                                       |   | 2006             |   |   | 2006    |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|ASSETS                                                 |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|Current                                                |   |                  |   |   |         |  
|Cash                                                   | $ | 24,000           |   | $ | 46,500  |  
|Prepaid expenses                                       |   | -                |   |   | 4,000   |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|Total
      assets                                     | $ | 24,000           |   | $ | 50,500  |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                   |   |                  |   |   |         |  
|                                                       |   |                  |   |   |         |  
|Current                                                |   |                  |   |   |         |  
|Accounts payable and
      accrued liabilities         | $ | -                |   | $ | 4,000   |  
|                                                       |   |                  |   |   |         |  
|Total current
      liabilities                        |   | -                |   |   | 4,000   |  
|                                                       |   |                  |   |   |         |  
|Stockholders' equity                                   |   |                  |   |   |         |  
|Common stock (Note 3)                                  |   |                  |   |   |         |  
|Authorized:                                            |   |                  |   |   |         |  
|75,000,000 common shares, par value $0.001 per share   |   |                  |   |   |         |  
|Issued and outstanding:                                |   |                  |   |   |         |  
|2,525,000 common shares                                |   | 2,525            |   |   | 2,525   |  
|Additional paid-in
      capital                       |   | 47,975           |   |   | 47,975  |  
|Donated capital (Note 4)                               |   | 3,000            |   |   | 1,500   |  
|Deficit accumulated
      during the development stage |   | (29,500          | ) |   | (5,500  | )
|                                                       |   |                  |   |   |         |  
|Total stockholders
      equity                       |   | 24,000           |   |   | 46,500  |  
|                                                       |   |                  |   |   |         |  
|Total liabilities and stockholders equity             | $ | 24,000           |   | $ | 50,500  |  

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

---

GENEMEN INC.(A Development Stage Company)
STATEMENT OF OPERATIONS (Stated in US Dollars) (Unaudited)

|                                                     |   |              |  |   |              |   |   | Accumulated      |  
|---------------------------------------------------- | - | ------------ |  | - | ------------ | - | - | ---------------- | -
|                                                     |   |              |  |   |              |   |   | from February 2, |  
|                                                     |   | Three month  |  |   | Three month  |   |   | 2005 (Date of    |  
|                                                     |   | period ended |  |   | period ended |   |   | Inception) to    |  
|                                                     |   | August 31,   |  |   | August 31,   |   |   | August 31,       |  
|                                                     |   | 2005         |  |   | 2006         |   |   | 2006             |  
|                                                     |   |              |  |   |              |   |   |                  |  
|                                                     |   |              |  |   |              |   |   |                  |  
|                                                     |   |              |  |   |              |   |   |                  |  
|ADMINISTRATION
      EXPENSES                        |   |              |  |   |              |   |   |                  |  
|Management fees                                      | $ | -            |  | $ | 1,500        |   | $ | 3,000            |  
|Professional fees                                    |   | -            |  |   | 22,500       |   |   | 26,500           |  
|                                                     |   |              |  |   |              |   |   |                  |  
|                                                     |   |              |  |   |              |   |   |                  |  
|Net loss                                             | $ | -            |  | $ | (24,000      | ) | $ | (29,500          | )
|                                                     |   |              |  |   |              |   |   |                  |  
|Basic and diluted loss per share                     | $ | -            |  | $ | (0.01        | ) |   |                  |  
|                                                     |   |              |  |   |              |   |   |                  |  
|Weighted average number of common shares outstanding |   | -            |  |   | 2,525,000    |   |   |                  |  

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

---

GENEMEN INC.(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (Stated in US Dollars)

Common StockDeficitAccumulatedAdditional
    
    
    Donated
    
    
    During thePaid-in
    
    
    Capital
    
    
    DevelopmentNumber
    
    
    Amount
    
    
    Capital
    
    
    (Note
    5
    )
    
    Stage
    
    
    Total**Balance**, February 2, 2005
      (Date of Inception)
    
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -
    
    $
    -Common stock issued for cash at$0.02 per share, March 20, 2006
    
    2,525,000
    
    
    2,525
    
    
    47,975
    
    
    -
    
    
    -
    
    
    50,500Donated services
    
    -
    
    
    -
    
    
    -
    
    
    1,500
    
    
    -
    
    
    1,500Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (5,500
    )
    
    (5,500
    )Balance, May 31, 2006 (audited)
    
    2,525,000
    
    
    2,525
    
    
    47,975
    
    
    1,500
    
    
    (5,500
    )
    
    46,500Donated services
    
    -
    
    
    -
    
    
    -
    
    
    1,500
    
    
    -
    
    
    1,500Net loss
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (24,000
    )
    
    (24,000
    )Balance, August 31, 2006(unaudited)
    
    2,525,000
    
    $
    2,525
    
    $
    47,975
    
    $
    3,000
    
    $
    (29,500
    )
    $
    24,000


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

---

GENEMEN INC.(A Development Stage Company)
STATEMENT OF CASH FLOWS (Stated in US Dollars) (Unaudited)

|                                                                      |   |                 |  |   |                 |   |   | Accumulated      |  
|--------------------------------------------------------------------- | - | --------------- |  | - | --------------- | - | - | ---------------- | -
|                                                                      |   | Three month     |  |   | Three month     |   |   | from February 2, |  
|                                                                      |   | period ended    |  |   | period ended    |   |   | 2005 (Date of    |  
|                                                                      |   | August 31, 2005 |  |   | August 31, 2006 |   |   | Inception) to    |  
|                                                                      |   |                 |  |   |                 |   |   | August 31,       |  
|                                                                      |   |                 |  |   |                 |   |   | 2006             |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|CASH FLOWS FROM OPERATING
      ACTIVITIES                            |   |                 |  |   |                 |   |   |                  |  
|Net loss                                                              | $ | -               |  | $ | (24,000         | ) | $ | (29,500          | )
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Amounts not involving
      cash:                                     |   |                 |  |   |                 |   |   |                  |  
|Donated services                                                      |   | -               |  |   | 1,500           |   |   | 3,000            |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Adjustments to
      reconcile net loss to net cash used by operating |   |                 |  |   |                 |   |   |                  |  
|activities                                                            |   |                 |  |   |                 |   |   |                  |  
|Decrease in prepaid expenses                                          |   | -               |  |   | 4,000           |   |   | -                |  
|Decrease in accounts payable and accrued liabilities                  |   | -               |  |   | (4,000          | ) |   | -                |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Net cash used in
      operating activities                           |   | -               |  |   | (22,500         | ) |   | (26,500          | )
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|CASH FLOWS FROM FINANCING
      ACTIVITIES                            |   |                 |  |   |                 |   |   |                  |  
|Issuance of common shares                                             |   | -               |  |   | -               |   |   | 50,500           |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Net cash provided by
      financing activities                       |   | -               |  |   | -               |   |   | 50,500           |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Increase in cash during
      the period                              |   | -               |  |   | (22,500         | ) |   | 24,000           |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Cash beginning of
      period                                        |   | -               |  |   | 46,500          |   |   | -                |  
|                                                                      |   |                 |  |   |                 |   |   |                  |  
|Cash end of period                                                    | $ | -               |  | $ | 24,000          |   | $ | 24,000           |  
|Supplemental disclosure of cash flow
      information:               |   |                 |  |   |                 |   |   |                  |  
|Cash paid during the
      period for:                                |   |                 |  |   |                 |   |   |                  |  
|Interest                                                              | $ | -               |  | $ | -               |   | $ | -                |  
|Income taxes                                                          | $ | -               |  | $ | -               |   | $ | -                |  

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

---

|GENEMEN INC.                     
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|(Unaudited)                      
|August 31, 2006                  
|                                 

1.          
NATURE AND CONTINUANCE OF OPERATIONS

The Company was incorporated in the State of Nevada on February
2, 2005. The Company is in the business of developing biotech products in China.
The Company is considered to be a development stage company and has not
generated any revenues from operations.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As of August 31, 2006,
the Company has not yet achieved profitable operations and has accumulated a
deficit of $29,500. Its ability to continue as a going concern is dependent upon
the ability of the Company to obtain the necessary financing to meet its
obligations and pay its liabilities arising from normal business operations when
they come due. The outcome of these matters cannot be predicted with any
certainty at this time and raise substantial doubt that the Company will be able
to continue as a going concern. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going concern.
Management believes that the Company has adequate funds to carry on operations
for the upcoming fiscal year and may raise additional funds through equity
financing or advances from directors.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have
been prepared in accordance with generally accepted accounting principles in the
United States (US GAAP) for interim financial information and with the
instructions to Form 10-QSB of Regulation S-B. They may not include all
information and footnotes required by US GAAP for complete financial statements.
However, except as disclosed herein, there has been no material changes in the
information disclosed in the notes to the financial statements for the initial
period ended May 31, 2006 included in the Companys Form SB-2 filed with the
Securities and Exchange Commission. The interim unaudited financial statements
should be read in conjunction with those financial statements included in the
Form SB-2. In the opinion of Management, all adjustments considered necessary
for a fair presentation, consisting solely of normal recurring adjustments, have
been made. Operating results for the period ended August 31, 2006 are not
necessarily indicative of the results that may be expected for the year ending
May 31, 2007.

2.          
SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
Actual results may vary from these estimates.

The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

Organizational and Start-up Costs Costs of start-up
activities, including organizational costs, are expensed as incurred.

---

|GENEMEN INC.                     
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|(Unaudited)                      
|August 31, 2006                  
|                                 

2.          
SIGNIFICANT ACOUNTING POLICIES(contd)

Development Stage Company The Company is in the
development stage. Since its formation, the Company has not yet realized any
revenues from its planned operations.

Financial Instrument The fair value of the Company's
financial instrument, consisting of cash which approximates its carrying value
based upon the immediate or short-term maturity of this instrument. Unless
otherwise noted, it is management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument.

Income Taxes The Company has adopted Statements of
Financial Accounting Standards (SFAS) No. 109 - "Accounting for Income Taxes".
SFAS No. 109 requires the use of the asset and liability method of accounting of
income taxes. Under the asset and liability method of SFAS No. 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial statements 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.

Foreign Currency TranslationThe financial statements
are presented in United States dollars. In accordance with SFAS No. 52, Foreign
Currency Translation, foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Non-monetary assets and
liabilities are translated at the transaction date. Revenue and expenses are
translated at average rates of exchange during the period. Related translation
adjustments are reported as a separate component of stockholders equity,
whereas gains or losses resulting from foreign currency transactions are
included in results of operations.

Basic and Diluted Loss Per Share In accordance with
SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed
by dividing net loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted loss per common share is computed
similar to basic loss per common share except that the denominator is increased
to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive. At August 31, 2006, the Company had no dilutive
financial instruments, as a result diluted loss per share is equal to basic loss
per share.

---

|GENEMEN INC.                     
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|(Unaudited)                      
|August 31, 2006                  
|                                 

2.          
SIGNIFICANT ACOUNTING POLICIES(contd)

Stock-based Compensation In December 2004, the
Financial Accounting Standards Board (FASB) issued SFAS No. 123R, Share-Based
Payment, which replaced SFAS No. 123, Accounting for Stock-Based Compensation
and superseded APB Opinion No. 25, Accounting for Stock Issued to Employees.
In January 2005, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 107, Share-Based Payment, which provides
supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on the grant date
fair value of the award. Under SFAS No. 123R, the Company must determine the
appropriate fair value model to be used for valuing share-based payments and the
amortization method for compensation cost. The Company adopted SFAS No. 123R on
January 1, 2006. As the Company has never granted any stock options the adoption
of this accounting policy had no effect on its financial position or results of
operations.

Recent Accounting Pronouncements In February 2006,
the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments-an amendment of FASB Statements No. 133 and 140, to simplify and
make more consistent the accounting for certain financial instruments. SFAS No.
155 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, to permit fair value remeasurement for any hybrid financial
instrument with an embedded derivative that otherwise would require bifurcation,
provided that the whole instrument is accounted for on a fair value basis. SFAS
No. 155 amends SFAS No. 140, Accounting for the Impairment or Disposal of
Long-Lived Assets, to allow a qualifying special-purpose entity to hold a
derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. SFAS No. 155 applies to all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year that begins after September 15, 2006, with earlier application
allowed. This standard is not expected to have a significant effect on the
Companys future reported financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. This adoption of
this statement is not expected to have a significant effect on the Companys
future reported financial position or results of operations.

---

|GENEMEN INC.                     
|---------------------------------
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|(Unaudited)                      
|August 31, 2006                  
|                                 

3.          
COMMON STOCK

On March 20, 2006, the Company issued 2,525,000 shares of
common stock at a price of $0.02 per share for total proceeds of $50,500.

Common shares

The common shares of the Company are all of the same class, are
voting and entitle stockholders to receive dividends. Upon liquidation or
wind-up, stockholders are entitled to participate equally with respect to any
distribution of net assets or any dividends which may be declared.

Additional paid-in capital

The excess of proceeds received for shares of common stock over
their par value of $0.001, less share issue costs, is credited to additional
paid-in capital.

4.          
DONATED CAPITAL

The Company records transactions of commercial substance with
related parties at fair value as determined with management. The Company
recognized donated services to directors of the Company for administrative
services and rent of office premises, valued at $500 per month, as follows:

February
        2, 2005(Date of Inception)Three months ended August
      to August 31,31, 2006
      2005Management fees
      1,500
      $                               
         -


5.          
INCOME TAXES

At August 31, 2006, the Company has accumulated non-capital
loss carry-forwards of approximately $29,500, which are available to reduce
taxable income in future taxation years. These losses expire beginning 2026. Due
to the uncertainty of realization of these loss carry-forwards, a full valuation
allowance had been provided for this deferred tax asset.

---

Item 2. Managements Discussion and Analysis or Plan of
Operation

We were incorporated on February 2, 2005. Under the Securities
  Act of 1933, our registration statement was approved by the Securities and Exchange
  Commission and declared effective on September 13, 2006.

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 April 30, 2007. Our
  efforts will be directed at markets in China. The Intellipass software program
  will be designed to send an instant text message with a onetime 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.

The following discussion should be read in conjunction with our
  financial statements and the related notes that appear elsewhere in this report.
  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.

RESULTS OF OPERATIONS

Overview  February 2, 2005 (date of inception) to August
31, 2006

From the date of our incorporation on February 2, 2005 to August
  31, 2006, we have not generated any revenue. Our operating activities during
  this period consisted primarily of developing our business plan and developing
  our anti-fraud software program.

From February 2, 2005 (date of inception) to May 31, 2006

- For the period from February 2, 2005 to May 31, 2006 we had generated $Nil
  revenue. Our financial statements are prepared in accordance with U.S.
  generally accepted accounting principles. For this period our operating
  expenses are accounting, auditing fees and legal fees paid by us regarding
  securities advice and organizing the company. The amount incurred and accrued
  by our company during the period from February 2, 2005 to May 31, 2006 was
  $4,000;
- The management fees incurred by our company during the period from February
  2, 2005 to May 31, 2006 was $1,500;

From June 1, 2006 to August 31, 2006

For the period from June 1, 2006 to August 31, 2006 we
generated $Nil in revenue. Our operating activities during this period consisted
primarily of developing our anti-fraud software program.

Total operating expenses for the period from June 1, 2006 to
August 31, 2006 were $24,000. Out of these total expenses, professional fees
paid to our independent auditors and legal counsel for this period was $22,500.
The management fees for this period were $1,500.

PLAN OF OPERATION

The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
document. 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 document.

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

---

prototype set of software algorithms that will form the basis
of our proposed online purchase anti-fraud software program.

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

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

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 order to reach these milestones we will do the following:

|1. | Develop a demonstration or beta version of our online
      purchase anti-fraud software program by December 31 2006. This will allow
      users to test the anti-fraud software program for effectiveness. We
      estimate that this will cost a total of $10,000.                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2. | Develop the complete and commercial version of our
      proposed online purchase anti-fraud software program and our website by
      April 30, 2007. 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 April 2007. 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 $10,000;
- Bank charges, which consist primarily of charges by our bank for processing
  transactions through our checking account. We estimate that our bank charges
  for the next twelve months will be approximately $100; and
- Legal and organizational fees, which consist primarily of legal fees paid
  by us regarding securities advice and organizing the company. We estimate that
  our legal and organizational fees for the next twelve months will be
  approximately $20,000.

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.

Liquidity and Capital Resources

At August 31, 2006, we had $24,000 in cash. We anticipate that
our total operating expenses will be approximately $55,000 for the next twelve
months. This includes our estimated expenses as follows:

---

- $15,000 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 $10,000 for our audit fees for the next twelve
  months; and
- our estimated expenses of $20,000 for our legal and organization fees for
  the next twelve months.

In the opinion of our management, funds currently available
will probably satisfy our working capital requirements up to December 2006. 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 are repayable
at any time. 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, are currently each working
about 10 to 20 hours per week to meet our needs. As demand requires, Mr. Chen
and Mr. Hong 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 3. Controls and Procedures

Based on their most recent evaluation, which was completed as
of the end of the period covered by this Form 10-QSB, the Companys chief
executive officer and principal financial officer believe the Companys
disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and
15d-14) are effective. There were not any significant changes in the Companys
internal controls and no other facts that could significantly affect these
controls subsequent to the date of this evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses. The
Company is presently unable to provide segregation of duties within the Company
as a means of internal control. As a result, the Company is presently relying on
overriding management reviews and assistance from its board of directors in
providing short-term review procedures until such time as additional funding is
provided to hire additional executives to segregate duties within the Company.

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PART II - OTHER INFORMATION

Item 6. Exhibits

|Exhibit No. | Description                                           
|----------- | ------------------------------------------------------
|            |                                                       
|3.1*        | Articles of Incorporation                             
|3.2*        | Bylaws                                                
|4.1*        | Specimen ordinary share certificate                   
|31.1        | Rule 13(a) - 14 (a)/15(d)
      - 14(a) Certifications
|31.2        | Rule 13(a) - 14 (a)/15(d)
      - 14(a) Certifications
|32.1        | Section 1350 Certifications                           

|* | Incorporated by reference to same exhibit filed with the
      Companys Registration Statement on Form SB-2 dated June 26,
  2006.
|- | -----------------------------------------------------------------------------------------------------------------------------------

SIGNATURES

In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Dated: October 16, 2006

GENEMEN INC.

/s/ Qiaozhen
ChenQiaozhen
Chen President, Chief Executive Officer, Chief Financial Officer and a
member of the Board of Directors (who also performs as the principal
Financial and Executive Officer and Principal Accounting Officer
10/16/2006

/s/ Jiansheng
HongJiansheng
Hong Chief Technology Officer and a member of the Board of Directors
10/16/2006

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