U. S. SECURITIES AND EXCHANGE
COMMISSION


WASHINGTON, D.C.
20549




Form 10-Q/A




(Mark One)þ
            
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the quarterly period ended FEBRUARY 28, 2009


o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




Commission
File Number







GENEMEN INC.


(Exact
name of registrant as specified in its charter)


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








For
correspondence, please contact:





Jillian
Ivey Sidoti, Esq.


34721
Myrtle Court


Winchester,
CA 92596


(323)
799-1342 (phone)


(951)
602-6049 (fax)





3702
South Virginia Street, Suite G12-401


Reno,
Nevada 89502-6030


(Address
of principal executive offices)




(281)
488-3883


(Registrant’s
telephone number, including area code)




Indicate
by check mark whether the
registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes þ No o




Indicate
by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
“large accelerated
filer,” “accelerated
filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large
      accelerated filer o
            
            Accelerated
      filer o
            
            Non-accelerated
      filer o
            
            Smaller
      reporting company þ(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes þ No o




At June
2, 2009, there were 2,525,000shares outstanding of the
registrant’s common stock.





i













GENEMEN
INC.


INDEX
TO FORM 10-Q


FOR
THE QUARTER ENDED FEBRUARY 28, 2009




PageNumberPART I. FINANCIAL INFORMATIONItem 1. Financial Statements
      (unaudited)Balance Sheets at February 28, 2009 (unaudited) and
      May 31, 2008 (audited)
                          
                          F-1Statements of Operations for the three and nine
      months ended February 28, 2009 and 2008 and for the period from February
      5, 2005 (inception) to February 28, 2009 (unaudited)
                          
                          F-2Statement of Shareholders’ Deficit for the period
      from February 5, 2005 (inception) to February 28, 2009
      (unaudited)
                          
                          F-3Statements of Cash Flows for the nine months ended
      February 28, 2009 and 2008 and for the period from February 5, 2005
      (inception) to February 28, 2009 (unaudited)
                          
                          F-4Notes to Condensed Consolidated Interim Financial
      Statements (unaudited)
                          
                          F-5Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations
                          
                          8Item 3.
      Controls and Procedures
                          
                          10PART II. OTHER INFORMATIONItem 1. Legal Proceedings
                          
                          12Item 1A. Risk Factors
                          
                          12Item 2. Unregistered Sales of Equity Securities and
      Use of Proceeds
                          
                          18Item 3. Defaults upon senior
      securities
                          
                          18Item 4. Submissions of matters to a vote of
      securities holders
                          
                          18Item 5. Other Information
                          
                          19Item 6.  Exhibits
                          
                          19Exhibit
      31.1Exhibit
      32.1




ii




PART I — FINANCIAL
INFORMATION




Item 1. FINANCIAL
STATEMENTS





GENEMEN, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS


As
of February 28, 2009 and May 31, 2008





February
      28,2009
                      
                      
                      May
      31, 2008(unaudited)
                      
                      
                      (audited)ASSETSCurrent
      AssetsCash
      and equivalents
                      
                      $
                      -0-
                      
                      
                      $
                      -0-Prepaid
      expenses
                      
                      
                      -0-
                      
                      
                      
                      -0-TOTAL
      ASSETS
                      
                      $
                      -0-
                      
                      
                      $
                      -0-LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                      
                      $
                      -0-
                      
                      
                      $
                      4,000Due
      to related party
                      
                      
                      29,568
                      
                      
                      
                      20,568Total
      Current Liabilities
                      
                      
                      29,568
                      
                      
                      
                      24,568Stockholders’
      DeficitCommon
      Stock, $.001 par value, 75,000,000 shares authorized, 2,525,000
      shares issued and outstanding
                      
                      
                      2,525
                      
                      
                      
                      2,525Preferred
      Stock, $.001 par value, 10,000,000 shares authorized, -0- shares
      issued and outstanding
                      
                      
                      -0-
                      
                      
                      
                      -0-Additional
      paid-in capital
                      
                      
                      61,475
                      
                      
                      
                      61,475Deficit
      accumulated during the development stage
                      
                      
                      (93,568
                      )
                      
                      
                      (88,568
                      )Total
      stockholders’ deficit
                      
                      
                      (29,568
                      )
                      
                      
                      (24,568
                      )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                      
                      $
                      -0-
                      
                      
                      $
                      -0-





See
accompanying notes to financial statements.




F-1


GENEMEN, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS (unaudited)


Three
and Nine Months Ended February 28, 2009 and 2008


Period
from February 2, 2005 (Inception) to February 28, 2009











Three
      Months Ended
                February
      28, 2009
              
              
              Three
      Months Ended
                February
      29, 2008
              
              
              Nine
      Months Ended
                February
      28, 2009
              
              
              Nine
      Months Ended
                February
      29, 2008
              
              
              Period
      from February 2, 2005 (Inception) to February 28, 2009RevenuesExpenses:Management
      fees (Note 6)
              
              $
              -0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              $
              4,500
              
              
              $
              13,500Professional
    fees
              
              
              2,000
              
              
              
              1,500
              
              
              
              5,000
              
              
              
              9,068
              
              
              
              80,068Net
      Loss
              
              $ (2,000)
              
              
              $
              (1,500
              )
              
              $
              (5,000
              )
              
              $
              (13,568
              )
              
              $
              (93,568
              )Basic
      and diluted loss per share
              
              $  (0.00)
              
              
              $
              (0.00
              )
              
              $  (0.00)
              
              
              $
              (0.00
              )Weighted
      average common shares outstanding: Basic and diluted shares
      outstanding
              
              
              2,525,000
              
              
              
              2,525,000
              
              
              
              2,525,000
              
              
              
              2,525,000





See
accompanying notes to financial statements.





F-2




GENEMEN, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF STOCKHOLDERS’ DEFICIT (unaudited)


Period
from February 2, 2005 (Inception) to February 28, 2009








Common
      StockNumber
                    
                    
                    Amount
                    
                    
                    Additional
      Paid-in Capital
                    
                    
                    Deficit
      Accumulated During the Development Stage
                    
                    
                    TotalBalance, 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 (Note 5)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,500
                    
                    
                    -
                    
                    
                    
                    1,500Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (5,500
                    )
                    
                    
                    (5,500
                    )Balance,
      May 31, 2006
                    
                    
                    2,525,000
                    
                    
                    2,525
                    
                    
                    49,475
                    
                    
                    
                    (5,500
                    )
                    
                    46,500Donated
      services (Note 5)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    6,000
                    
                    
                    -
                    
                    
                    
                    6,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (64,000
                    )
                    
                    
                    (64,000
                    )Balance,
      May 31, 2007
                    
                    
                    2,525,000
                    
                    
                    2,525
                    
                    
                    
                    55,475
                    
                    
                    
                    (69,500
                    )
                    
                    
                    (11,500
                    )Donated
      services (Note 5)
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    6,000
                    
                    
                    -
                    
                    
                    
                    6,000Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (19,068
                    )
                    
                    
                    (19,068
                    )Balance,
      May 31, 2008
                    
                    
                    2,525,000
                    
                    
                    2,525
                    
                    
                    
                    61,475
                    
                    
                    
                    (88,568
                    )
                    
                    
                    (24,568
                    )Net
      loss
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (5,000
                    )
                    
                    
                    (5,000
                    )Balance,
      February 28, 2009
                    
                    
                    2,525,000
                    
                    
                    $ 2,525
                    
                    
                    $
                    61,475
                    
                    
                    $
                    (93,568
                    )
                    
                    $
                    (29,568
                    )





See
accompanying notes to financial statements.





F-3




GENEMEN, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS (unaudited)


Nine
Months Ended February 28, 2009 and 2008


Period
from February 2, 2005 (Inception) to February 28, 2009





Period
      FromNine
      Months
                  
                  
                  Nine
      Months
                  
                  
                  February
      2, 2005Ended
                  
                  
                  Ended
                  
                  
                  (Inception)
      toFebruary
      28,
                  
                  
                  February
      28,
                  
                  
                  February
      28,2009
                  
                  
                  2008
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (5,000
                  )
                  
                  $
                  (13,568
                  )
                  
                  $
                  (93,568
                  )Donated
      Services
                  
                  
                  -0-
                  
                  
                  
                  4,500
                  
                  
                  
                  13,500Change
      in non-cash working capital items
                    Prepaid
      expenses
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Accounts
      payable and accrued liabilities
                  
                  
                  (4,000
                  )
                  
                  
                  4,000
                  
                  
                  
                  -0-CASH
      FLOWS USED BY OPERATING ACTIVITIES
                  
                  
                  (9,000
                  )
                  
                  
                  (13,068
                  )
                  
                  
                  (80,068
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESDue
      to related party
                  
                  
                  9,000
                  
                  
                  
                  13,068
                  
                  
                  
                  29,568Proceeds
      from sales of common stock
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  50,500CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  9,000
                  
                  
                  
                  13,068
                  
                  
                  
                  80,068NET
      INCREASE IN CASH
                  
                  
                  -0-
                  
                  
                  
                  -0-
                  
                  
                  
                  -0-Cash,
      beginning of period
                  
                  
                  -0- -
                  
                  
                  
                  -0- -
                  
                  
                  
                  -0- -Cash,
      end of period
                  
                  $
                  -0-
                  
                  
                  $
                  -0-
                  
                  
                  $
                  -0-SUPPLEMENTAL
      CASH FLOWINFORMATIONInterest
      paid
                  
                  $
                  -0- -
                  
                  
                  $
                  -0- -
                  
                  
                  $
                  -0- -Income
      taxes paid
                  
                  $
                  -0- -
                  
                  
                  $
                  -0- -
                  
                  
                  $
                  -0- -







See
accompanying notes to financial statements.





F-4


GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES TO THE FINANCIAL STATEMENTS


February
28, 2009





NOTE
1 – SUMMARY OF ACCOUNTING POLICIES





Nature of
Business





GENEMEN,
Inc. (“GENEMEN”) is a development stage company and was incorporated in Nevada
on February 2, 2005.  The Company is developing an online purchase
anti-fraud software program. GENEMEN operates out of office space owned by a
director and stockholder of the Company.  The facilities are provided
at no charge.  There can be no assurances that the facilities will
continue to be provided at no charge in the future.





Development
Stage Company





The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”.  A development-stage enterprise is one
in which planned principal operations have not commenced or if its operations
have commenced, there has been no significant revenues there from.





Basis of
Presentation





Certain
information and footnote disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. We believe that the disclosures are adequate to
make the financial information presented not misleading. These condensed
financial statements should be read in conjunction with the audited consolidated
financial statements and the notes thereto for the year ended May 31, 2008. All
adjustments were of a normal recurring nature unless otherwise disclosed. In the
opinion of management, all adjustments necessary for a fair statement of the
results of operations for the interim period have been included. The results of
operations for such interim periods are not necessarily indicative of the
results for the full year.





Cash and
Cash Equivalents





GENEMEN
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At February 28, 2009 the Company had $-0- of
cash.





Fair
Value of Financial Instruments





GENEMEN’s
financial instruments consist of cash and cash equivalents and an amount due to
a related party. The carrying amount of these financial instruments approximates
fair value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.





F-5








GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


February
28, 2009





NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (continued)





Income
Taxes





Income
taxes are computed using the asset and liability method.  Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws.  A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Basic
loss per share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Recent
Accounting Pronouncements





GENEMEN
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on the Company’s results of operations, financial
position or cash flow.





NOTE
2 – PREPAID EXPENSES





Prepaid
expenses at February 28, 2009 and May 31, 2008, respectively, were
$-0-.





NOTE
3 – DUE TO RELATED PARTY





Amounts
due to a related party totaling $29,568 and $20,568 at February 28, 2009 and May
31, 2008, respectively, are advances made to the Company by a director to be
used to pay operating expenses. The amounts are due upon demand, non-interest
bearing, and unsecured.





Commencing
March 20, 2006, the Company recognized donated services for directors of the
Company for management fees, valued at $500 per month.  The donated
services ceased effective June 1, 2008.




F-6











GENEMEN,
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO THE FINANCIAL STATEMENTS


February
28, 2009








NOTE
4 – INCOME TAXES





For the
period ended February 28, 2009, GENEMEN has incurred net losses and, therefore,
has no tax liability.  The net deferred tax asset generated by the
loss carry-forward has been fully reserved.  The cumulative net
operating loss carry-forward is approximately $93,500 at February 28, 2009, and
will expire beginning in the year 2027.





The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:




2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                
                $
                31,800Valuation
      allowance
                
                
                (31,800
                )Net
      deferred tax asset
                
                $
                -





NOTE
5 – LIQUIDITY AND GOING CONCERN




GENEMEN
has negative working capital, has incurred losses since inception, and has not
yet received revenues from sales of products or services.  These
factors create substantial doubt about the Company’s ability to continue as a
going concern.  The financial statements do not include any adjustment
that might be necessary if the Company is unable to continue as a going
concern.




The
ability of GENEMEN to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations.  Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.







F-7




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


The following discussion and
analysis should be read in conjunction with the consolidated financial
statements and related notes included in this report and those in our 2008
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
September 7, 2008. This discussion contains forward-looking statements that
involve risks and uncertainties. Our actual results may differ materially from
those anticipated in such forward-looking statements as a result of certain
factors, including but not limited to, those described under “Risk Factors”
included in Part II, Item IA of this report.





Overview




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.




Since the
Company’s assets and operations have been nominal in accordance with SEC Release No. 33-8587, the Company
has amended this filing to note their status as a shell
company.




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 July 31,
2009. Our efforts will be directed at markets in China. The Intellipass software
program will be designed to send an instant text message with a one-time use
random password to the purchaser’s cell phone, which is registered with his
credit card. This will be used for verification that the purchaser is really
using his own credit card. Upon completion, we plan to market this software
program to Internet storeowners and e-commerce website designers who are trying
to enhance e-commerce security. Our plan is to earn revenue from licensing our
Intellipass software program once development of this software is complete and
our website is fully operational.




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 for the Quarter
ending February 28, 2009




Assets




Currently,
we have no tangible assets and no intangible assets that are quantifiable. This
is the same as the previous year at February 29, 2008.




Operating
Expense





Total
operating expenses for the three months ended February 28, 2009, were $2,000
compared to expenses for the period ended February 29, 2008 of
$1,500.     Total operating expenses for the nine
months ended February 28, 2009 were $5,000 compared to expenses for the period
ended February 29, 2008 of $13,568.    The decrease is
attributed to the decrease in activity and development of 2009 over
2008.





8


Net Loss





Net loss
for the three months ended February 28, 2009 was $(2,000) compared to the period
ended February 29, 2008 of $(1,500).  Net loss for the nine months
ended February 28, 2009 was $(5,000) compared to the period ended February 29,
2008 of $(13,568).  The decrease in net loss is due to the
aforementioned change in activities.




Liquidity and Capital
Resources




At
February 28, 2009, we had $Nil in cash.





Critical Accounting Policies
and Estimates





Our
critical accounting policies are disclosed in our 2008 Annual Report on Form
10-K. During the three months ended February 28, 2009 there have been no
significant changes in our critical accounting policies.





Recent Accounting
Pronouncements





Recent
accounting pronouncements are disclosed in our 2008 Annual Report on Form 10-K,
filed with the Securities and Exchange Commission on February 19, 2009. During
the three months ended February 28, 2009 there have been no new accounting
pronouncements which are expected to significantly impact our consolidated
financial statements.





PLAN
OF OPERATION AND LIQUIDITY




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.




9


In our
previous reports, we declared we would attempt to reach certain milestone in
order to achieve the above. However, we were unable to do such due to time and
financial constraints. Our milestones have remained the same, but out timetable
has been extended to the following dates:




1.     Develop
a demonstration or beta version of our online purchase anti-fraud software
program by July 31, 2009. This will allow users to test the anti-fraud software
program for effectiveness. We estimate that this will cost a total of
$5,000.




2.     Develop
the complete and commercial version of our proposed online purchase anti-fraud
software program and our website by November 30, 2009. 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 July
2009. We estimate that we will need $10,000 to implement our marketing and
advertising campaign.




Furthermore,
in our management’s opinion, we will incur the following expenses to fund our
plan of operation for the next twelve months:






·
            Audit
      fees, which consist primarily of accounting and auditing fees for the
      year-end audit. We estimate that our audit fee for the next twelve months
      will be approximately $15,000;




·
            Bank
      charges, which consist primarily of charges by our bank for processing
      transactions through our checking account. We estimate that our bank
      charges for the next twelve months will be approximately $100;
      and




·
            Legal
      and organizational fees, which consist primarily of legal fees paid by us
      regarding securities advice and organizing the company. We estimate that
      our legal and organizational fees for the next twelve months will be
      approximately $35,000.






Purchase
or Sale of Equipment




We do not
expect to purchase or sell any plant or significant equipment. Our President has
provided server space needed for hosting our website at no charge.




Personnel




Mr.
Qiaozhen Chen, our President and Director and Mr. Jiansheng Hong, our Chief
Technology Officer and Director and Calvin Lum, our director are currently each
working about 10 to 20 hours per week to meet our needs. As demand requires, Mr.
Chen, Mr. Hong and Mr. Lum will devote additional time. We currently have no
other employees. We expect that we will only increase our number of employees by
one person during the next twelve months.




Item 3.
CONTROLS AND PROCEDURES


Evaluation of Disclosure
Controls and Procedures




10


The
Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) as of February 28, 2009.  This
evaluation was accomplished under the supervision and with the participation of
our chief executive officer / principal executive officer, and chief financial
officer / principal financial officer who concluded that our disclosure controls
and procedures are currently effective to ensure that all material information
required to be filed in the quarterly report on Form 10-Q has been made known to
them.




For
purposes of this section, the term disclosure controls and procedures means
controls and other procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports that it files
or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms.  Disclosure, controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by in our reports filed under the Securities Exchange Act of
1934, as amended (the "Act") is accumulated and communicated to the issuer's
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.




Based
upon an evaluation conducted for the period ended February 28, 2009, our Chief
Executive Officer and Chief Financial Officer as of February 28, 2009, and as of
the date of this Report, have concluded that as of the end of the periods
covered by this report, they have identified no material weakness of Company
internal controls.




Corporate
expenses incurred are processed and paid by the officers of the
Company.  The current number of transactions is not sufficient to
justify the retaining of additional accounting personnel.




Management’s Report on
Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control
system was designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes, in accordance with generally accepted accounting principles in the
United States of America.  Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management of the Company; and (iii) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Company’s assets that could have a material effect on
the financial statements.




Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate due to change in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.




Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting using the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework.  Based on its evaluation, our management
concluded that, as of February 28, 2009, our internal control over financial
reporting was effective.




11


This
quarterly report does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to the attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this
quarterly  report.




Changes in Internal Controls
over Financial Reporting




We have
not yet made any changes in our internal controls over financial reporting that
occurred during the period covered by this report that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





PART II. OTHER
INFORMATION




Item 1. LEGAL
PROCEEDINGS





In the
ordinary conduct of our business, we are periodically subject to lawsuits,
investigations and claims including, but not limited to, claims involving
students or graduates and routine employment matters. Although we cannot predict
with certainty the ultimate resolution of lawsuits, investigations and claims
asserted against us, we do not believe that any currently pending legal
proceeding to which we are a party will have a material adverse effect on our
business, results of operations, cash flows or financial condition.




Item 1A. RISK
FACTORS




We are a development stage company with a history of operating
losses.




We were
incorporated on February 2, 2005.  Through February 28, 2009, we had no
sales, no revenues, and we recorded a cumulative operating loss of approximately
$93,568. We expect to incur additional losses until sufficient sales of our
Intellipass software are achieved.  We have not yet commenced manufacturing
and shipping of the software. Our limited operating history makes the prediction
of future operating results difficult or impossible to make. There can be no
assurance that our future revenues will ever be significant or that our
operations will ever be
profitable.




Our
business is at an early stage of development.  We have not begun to
generate any revenues.  Our business will require significant additional
investment in inventory and marketing before operations commence.  Should
our efforts to market and promote ourselves to distributors and end-users be
unsuccessful, we may not attract enough, or any, customers to purchase the
Intellipass software from us.  Accordingly, there can be no assurance that
our future revenues will ever be significant or that our operations will ever be
profitable.




We
may not be able to finance the development of our business.




Our
ability to satisfy our future capital requirements and implement our expansion
plans will depend upon many factors, including the financial resources available
to us, the expansion of our sales and marketing efforts and the status of
competition.   We do not have any capital to fund operations. There
can be no assurance that additional financing will be available to us on
acceptable terms, or at all.


12


If
additional funds are raised by issuing equity securities, further dilution to
the existing stockholders will result.  If adequate funds are not
available, we may be required to delay, reduce or eliminate our programs or
obtain funds through arrangements with partners or others that may require us to
relinquish rights to certain of our products, technologies or other assets.
 Accordingly, the inability to obtain such financing could have a material
adverse effect on our business, financial condition and results of
operations.




Our auditors have issued a going
concern opinion because we may not be able to achieve our objectives and we may
have to suspend or cease our proposed operations as a start-up company
entirely.




Our
auditors have issued a going concern opinion. This means that there is doubt
that we can continue with our proposed business operations as a start-up company
for the next twelve months. We have cash in the amount of $0 as at February 28,
2009 and have a negative working capital. The expenses incurred during the nine
months ended February 28, 2009 were $13,068. In the course of developing our
online purchase anti-fraud software program, we may:




·
            incur
      unexpected costs in completing the development of our online purchase
      anti-fraud software program or encounter unexpected technical or other
      difficulties;




·
            incur
      delays and additional expenses as a result of technology
      failure;




·
            be
      unable to create a substantial market for our online purchase anti-fraud
      software program; or




·
            incur
      significant and unanticipated
expenses.




The
occurrence of any of the aforementioned events could cause us to run out of
money so that we are unable to pay our ongoing expenses in respect of the
development and marketing of our online purchase anti-fraud software program. We
have not been able to complete the development of our anti-fraud software
program by and if we are not able to raise additional capital needed to complete
the development of our anti-fraud software program, we will have to suspend or
cease our operations because we will not be able to pay our ongoing expenses in
respect of the development and marketing of our anti-fraud software
program.




We are dependent on a limited number
of products.




Although
we plan to develop products in addition to Intellipass, there can be no
assurance that these development efforts will be successful or, if successful,
that resulting products will receive market acceptance, generate significant
sales or result in gross profits.  We believe that success in the
anti-fraud software market is somewhat dependent on product acceptance by
orthopedists web developers and internet site owners.  Our future operating
results, particularly in the near term, are significantly dependent upon market
acceptance of the Intellipass. Failure to achieve broad market acceptance of
Intellipass as a result of competition, technological change or other factors or
the failure to successfully market any new or enhanced versions of existing
products would have a material adverse effect on our business, operating results
and financial condition.




We may not be able to keep up with
rapid technological change and expensive technological
innovation.




13


The
software market is characterized by rapid, technological innovation and change.
 Many companies are engaged in research and development of solutions to
diminish credit card fraud and provide a more enjoyable online shopping
experience.  New technologies may be developed which may render our
products obsolete and non-competitive.  If we cannot keep pace with the
technological developments and become uncompetitive, we may not be able to
generate sufficient revenues, or any existing revenues may materially decrease.




Raising
additional capital may create additional risks to current shareholders,
including dilution of equity interests and downward pressure on our stock price,
while obtaining loans will increase our liabilities and future cash
commitments.




We may
need to issue additional equity securities in the future to raise the necessary
funds. The issuance of additional equity securities by us would result in a
significant dilution in the equity interests of our current stockholders. The
resale of shares by our existing shareholders pursuant to this prospectus may
result in significant downward pressure on the price of our common stock and
cause negative impact on our ability to sell additional equity securities.
Obtaining loans will increase our liabilities and future cash commitments. If we
are unable to obtain financing in the amounts required we will not have the
money that we require for the development and marketing of our online purchase
anti-fraud software program and we may go out of business.




If
we are unable to complete the development of our online purchase anti-fraud
software program and sell our software program we will not be able to generate
revenues and you will lose your investment.




We have
not completed development of our anti-fraud software program and we have no
contracts for the sale of our online purchase anti-fraud software program. The
success of our proposed business will depend on its completion and the
acceptance of our products by businesses and the general public. We anticipate
completing development on our program and website by July 31, 2009, at which
time we will commence our sales effort. We originally believed that our launch
date would be in April, 2008, but due to financing and time constraints, we were
not able to meet that date.




Achieving
such acceptance of our software will require significant marketing investment,
which we anticipate may be as much as $30,000 over a 12-month period. The online
purchase anti-fraud software program we develop may not be accepted by our
customers at sufficient levels to support our operations and build our business.
If the online purchase anti-fraud software program that we develop is not
accepted at sufficient levels, our proposed business will fail.




Our
technology and products may contain defects that will make it more difficult for
us to establish and maintain customers.




Although
we have completed the initial development of our core technology, (which
includes basic testing of our technology, generating passwords, sending messages
and then verifying these passwords), it has only been tested on two users. We
still require more extensive beta tests of our software performance, correcting
flaws found from the initial tests and making improvements to our software
performance before our product is finalized and ready to be integrated with our
website. Our website still requires significant design and testing work as well.
Despite testing during development, our technology may contain undetected design
faults and software errors, or "bugs," that are discovered only after it has
been installed and used by customers. Any such default or error could cause
delays in delivering our product or require design modifications.




14


These
could adversely affect our competitive position and cause us to lose potential
customers or opportunities. Since our technology is intended to be utilized to
protect against fraud in online purchases, the effect of any such bugs or delays
will likely have a detrimental impact on us. In addition, given that online
fraud detection software has yet to gain widespread acceptance in the Chinese
marketplace, any delays would likely have a more detrimental impact on our
business than if we were a more established company.




Because
we have had significant time and financial constraints, we are very behind on
our launch dates and have not done any extensive beta testing as planned. We
intend on performing multiple tests in the next six (6) months.




Our
online purchase anti-fraud software program is not protected by any trademarks,
patents and/or other intellectual property registrations. If we are unable to
protect our intellectual property rights, our proposed business will
fail.




We have
not applied for any trademark, patent or other intellectual property
registration with any governmental agency for our name or for our technology. At
present we have non-disclosure agreements with our employees to protect our
technology. Despite our precautions taken to protect our software programs,
unauthorized parties may attempt to reverse engineer, copy or obtain and use our
software programs. If they are successful we could lose our technology or they
could develop similar programs, which could create more competition for us and
even cause our proposed business operations to fail.




We
depend to a significant extent on certain key personnel, the loss of any of whom
may materially and adversely affect our company.




Currently,
we have only two employees and they are also our officers and directors and are
currently unpaid. Neither of them has received any compensation related to their
services to our Company and we have no plans at this time to provide financial
compensation to them. Our performance depends to a significant extent on the
continued services and technical expertise of our director and Chief Technology
Officer, Mr. Jiansheng Hong. There is intense competition for skilled personnel,
particularly in the field of software development. There can be no assurance
that we will be able to attract and retain qualified personnel on acceptable
terms. The loss of Mr. Hong's services could prevent us from completing the
development of our online purchase anti-fraud software program. In the event of
the loss of services of such personnel, no assurance can be given that we will
be able to obtain the services of adequate replacement personnel. We do not
maintain key person insurance on the lives of any of our officers or
employees.




We
do not have sales and marketing experience.




15


We have
not yet begun marketing our products and thus have yet to make any commercial
sales of the products. The Company's employees do not have experience in
marketing such products and no distribution system has been developed. While the
Company has plans for marketing and sales, there can be no assurance that such
efforts will be successful or that the Company will be able to attract and
retain qualified individuals with marketing and sales expertise. The Company's
future success will depend, among other factors, upon whether the Company's
products can be sold at a profitable price and the extent to which consumers
acquire, adopt, and continue to use them. There can be no assurance that the
Company's products will gain wide acceptance in its targeted Chinese markets or
that the Company will be able to effectively market its products.




We
may not be able to compete effectively against our competitors.




The
Company is engaged in a rapidly evolving field. There are thousands of
competitors in the field of Internet or e-commerce security, where competition
is intense and expected to increase. Many competitors in this field have
substantially greater resources, research and development staff, sales and
marketing staff, and facilities than does the Company. However, we are unaware
of any Internet security products or companies that specifically compete with
our technology, particularly regarding the use of cell phones for e-commerce
security. In spite of this, other recently developed technologies are, or may in
the future, be the basis of competitive products. There can be no assurance that
the Company's competitors will not develop technologies and products that are
more effective than those being developed by the Company or that would render
the Company's technology and products obsolete or noncompetitive.




Our
officers and directors are engaged in other activities and may not devote
sufficient time to our affairs, which may affect our ability to conduct
operations and generate revenues.




The
persons serving as our officers and directors have existing responsibilities and
have additional responsibilities to provide management and services to other
entities. Mr. Qiaozhen Chen, our President, Treasurer (Principal Accounting
Officer), Principal Financial Officer and one of our directors, is also the
Senior Manager of Yongming Investment Consulting Co., Ltd. in China. We expect
Mr. Chen to spend approximately 10 to 20 hours per week on the business of our
company. Thus far, Mr. Chen has only been able to spend approximately 10 hours
per week on the business of our company. Mr. Jiansheng Hong, our Chief
Technology Officer and one of our directors, is a self-employed software
developer. We expect Mr. Hong to spend approximately 10 hours or more per week
on the business of our company. As a result, demands for the time and attention
from our directors and officers from our company and other entities may conflict
from time to time. Because we rely primarily on our directors and officers to
maintain our business contacts and to promote our anti-fraud software program,
their limited devotion of time and attention to our business may hurt the
operation of our business.




Because
our officers, directors and principal shareholders control a significant
percentage of our common stock, you will have little or no control over our
management or other matters requiring shareholder approval.




16


Our
directors and officers collectively own 51% of the issued and outstanding shares
of our common stock. As a result, our director and officers collectively have
the ability to control matters affecting minority shareholders, including the
election of our directors, the acquisition or disposition of our assets, and the
future issuance of our shares. Because our directors and officers collectively
own a significant percentage of our common stock, you will have difficulty
replacing our management if you disagree with the way our business is being run.
Because control by an insider could result in management making decisions that
are in the best interest of the insider and not in the best interest of the
investors, you may lose some or all of the value of your investment in our
common stock.




Because
all of our officers and directors are located in non-U.S. jurisdictions, you may
have no effective recourse against the management for misconduct and may not be
able to enforce judgment and civil liabilities against our officers, directors,
experts and agents.




All of
our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons' assets
are located outside the United States. All directors and officers are residing
in China. As a result, it may be difficult for investors to enforce within the
United States any judgments obtained against our officers or directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.




Because
we do not intend to pay any dividends on our common stock, investors seeking
dividend income or liquidity should not purchase shares of our common
stock.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable future.
Investors should not rely on an investment in our company if they require
dividend income and income to them would only come from any rise in the market
price of our stock, which is uncertain and unpredictable.




Because
we can issue additional shares of common stock, holders of our common stock may
incur immediate dilution and may experience further dilution.




We are
authorized to issue up to 75,000,000 shares of common stock, of which 2,525,000
shares are issued and outstanding. Our Board of Directors has the authority to
cause the Company to issue additional shares of common stock, and to determine
the rights, preferences and privilege of such shares, without the consent of any
of our stockholders. Consequently, the stockholder may experience more dilution
in their ownership of Genemen in the future, as the issuance by us of additional
equity securities would result in further dilution in the equity interests of
our current stockholders.




There
is no active trading market for our common stock and you may be unable to sell
your shares of our common stock if a market does not develop for our common
stock.




There is
currently no active trading market for our common stock and such a market may
not develop or be sustained. If we establish a trading market for our common
stock, the market price of our common stock may be significantly affected by
factors such as actual or anticipated fluctuations in our operation results,
general market conditions and other factors. In addition, the stock market has
from time to time experienced significant price and volume fluctuations that
have particularly affected the market prices for the shares of developmental
stage companies, which may materially and adversely affect the market price of
our common stock.




17


Our
stock is a penny stock. Trading of our stock may be restricted by the SEC's
penny stock regulations and the NASD's sales practice requirements, which may
limit a stockholder's ability to buy and sell our stock.




Our stock
is a penny stock. The U.S. Securities and Exchange Commission has adopted
regulations which generally define "penny stock" to be any equity security that
has a market price less than $5.00 per share or an exercise price of less than
$5.00 per share, subject to certain exceptions. Our securities are subject to
the penny stock rules promulgated by the Securities and Exchange Commission,
which imposes rules of additional sales practice disclosure requirements. The
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document, which provides information about penny stocks and the nature and level
of risks in the penny stock market. The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations and the broker-dealer and
salesperson compensation information must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock and adversely affect the
price of our shares.




In
addition to the "penny stock" rules, the NASD has adopted rules requiring that
in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for the
customer. The NASD requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.




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




None




Item
3.  DEFAULTS UPON SENIOR SECURITEIES




None




Item
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None





18


Item
5.  OTHER INFORMATION




None





Item 6.
EXHIBITS




(a) Exhibits:


Number
            
            Description31.1
            
            
            Certification
      of Chief Executive and Financial Officer pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002. (Filed herewith.)32.1
            
            
            Certification
      of Chief Executive and Financial Officer pursuant to 18 U.S.C. §1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
      (Filed herewith.)






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.






GENEMEN
INC.




Date: June 2,
      2009
                    By:
                    /s/ Qiaozhen ChenQiaozhen
      ChenPresident,
      Chief Financial Officer and Director
                      (Principal
      Executive Officer, Principal Financial Officer and Principal Accounting
      Officer)





Date:June 2,2009
                  By:
                  /s/Qiaozhen Chen
                    DirectorQuiaozhen ChenDirector







19