U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended NOVEMBER 30, 2009

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 January 13, 2010, there were 2,525,000 shares outstanding of the registrant’s common stock.

GENEMEN INC.

INDEX TO FORM 10-Q

FOR THE QUARTER ENDED NOVEMBER 30, 2009

		Page
		Number
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Balance Sheets at November 30, 2009 (unaudited) and May 31, 2009 (audited)	F-1

	Statements of Operations for the three and six months ended November 30, 2009 and 2008 (unaudited) and for the period from February 5, 2005 (inception) to November 30, 2009 (unaudited)	F-2

	Statement of Shareholders’ Deficit for the period from February 5, 2005 (inception) to November 30, 2009 (unaudited)	F-3

	Statements of Cash Flows for the six months ended November 30, 2009 and 2008 and for the period from February 5, 2005 (inception) to November 30, 2009 (unaudited)	F-4

	Notes to Condensed Consolidated Interim Financial Statements (unaudited)	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Controls and Procedures	9

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3.	Defaults upon senior securities	11

Item 4.	Submissions of matters to a vote of securities holders	11

Item 5.	Other Information	11

Item 6.	Exhibits	11
	Exhibit 31.1
	Exhibit 32.1
Signature		12

PART I — FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

GENEMEN, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF NOVEMBER 30 AND MAY 31, 2009

	November 30, 2009			May 31, 2009
	(unaudited)			(audited)
ASSETS
Current Assets
Cash and equivalents	$	0		$	0
Prepaid expenses		4,970			4,970

TOTAL ASSETS	$	4,970		$	4,970

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Accounts payable and accrued liabilities	$	5,000		$	5,000
Due to related party		67,598			63,598
Total current liabilities		72,598			68,598

Stockholders’ Deficit
Common Stock, $.001 par value, 75,000,000 shares authorized, 2,525,000 shares issued and outstanding		2,525			2,525
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		0			0
Additional paid-in capital		61,475			61,475
Deficit accumulated during the development stage		(131,628	)		(127,628	)
Total stockholders’ deficit		(67,628	)		(63,628	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,970		$	4,970

See accompanying notes to financial statements.

F-1

GENEMEN, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2009 AND 2008

FOR THE PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO NOVEMBER 30, 2009

	THREE MONTHS ENDED NOVEMBER 30, 2009			THREE MONTHS ENDED NOVEMBER 30, 2008			SIX MONTHS ENDED NOVEMBER 30, 2009			SIX MONTHS ENDED NOVEMBER 30, 2008			PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO NOVEMBER 30, 2009

REVENUES

EXPENSES
Management fees (Note 6)	$	0		$	0		$	0		$	0		$	13,500
General and administrative expenses		0			0			0			0			0
Professional fees		2,000			1,500			4,000			3,000			118,128

NET LOSS	$	(2,000	)	$	(1,500	)	$	(4,000	)	$	(3,000	)	$	(131,628	)

BASIC AND DILUTED LOSS PER SHARE	$ 　 (0.00)			$ 　 (0.00)			$ 　 (0.00)			$	(0.00	)

WEIGHTED AVERAGE COMMON SHARES OUTSANDING: BASIC AND DILUTED		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 NOVEMBER 30, 2009

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid in Capital		Deficit			Total

Balance, February 2, 2005 (Inception)		-	$	0	$	0	$	0		$	0

Common stock issued for cash at $0.02 per share, March 20, 2006		2,525,000		2,525		47,975		-			50,500

Donated services (see Note 5)		-		-		1,500		-			1,500

Net loss for the period ended May 31, 2006		-		-		-		(5,500	)		(5,500	)

Balance, May 31, 2006		2,525,000		2,525		49,475		(5,500	)		46,500

Donated services (see Note 5)		-		-		6,000		-			6,000

Net loss for the year ended May 31, 2007		-		-		-		(64,000	)		(64,000	)

Balance, May 31, 2007		2,525,000		2,525		55,475		(69,500	)		(11,500	)

Donated services (see Note 5)		-		-		6,000		-			6,000

Net loss for the year ended May 31, 2008		-		-		-		(19,068	)		(19,068	)

Balance, May 31, 2008		2,525,000		2,525		61,475		(88,568	)		(24,568	)

Net loss for the year ended May 31, 2009		-		-		-		(39,060	)		(39,060	)

Balance, May 31, 2009		2,525,000		2,525		61,475		(127,628	)		(63,628	)

Net loss for the six months ended November 30, 2009		-		-		-		(39,060	)		(39,060	)

Balance, November 30, 2009		2,525,000	$	2,525	$	61,475	$	(131,628	)	$	(67,628	)

See accompanying notes to financial statements.

F-3

GENEMEN, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (UNAUDITED)

SIX MONTHS ENDED NOVEMBER 30, 2009 AND 2008

PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO NOVEMBER 30, 2009

	SIX MONTHS ENDED NOVEMBER 30, 2009			SIX MONTHS ENDED NOVEMBER 30, 2008			PERIOD FROM FEBRUARY 2, 2005 (INCEPTION) TO NOVEMBER 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(4,000	)	$	(3,000	)	$	(131,628	)
Donated services		0			0			13,500
Change in non-cash working capital items
Prepaid expenses		0			0			(4,970	)
Accounts payable and accrued liabilities		0			3,000			5,000
CASH FLOWS USED BY OPERATING ACTIVITIES		(4,000	)		(0	)		(118,098	)

CASH FLOWS FROM FINANCING ACTIVITIES
Due to related party		4,000			0			67,598
Proceeds from sales of common stock		0			0			50,500
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		4,000			0			118,098

NET INCREASE IN CASH		0			0			0

Cash, beginning of period		0			0			0
Cash, end of period	$	0		$	0		$	0

SUPPLEMENTAL CASH FLOW INFORMATION
Interest 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

NOVEMBER 30, 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 accounting principles for development stage companies. A development stage company 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

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC as of and for the period ended May 31, 2009. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected 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 November 30, 2009 and May 31, 2009, the Company had $-0- of cash.

Fair Value of Financial Instruments

GENEMEN’s financial instruments consist of cash and cash equivalents, prepaid expenses, acocunts payable and accrued liabilities, 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.

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.

F-5

GENEMEN, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2009

NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)

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.

Subsequent Events

We evaluate the effects of all subsequent events through the date the preparation of our financial statements is complete, management certifies the financial statements, and we file the financial statements with the U.S. Securities and Exchange Commission.

NOTE 2 – DUE TO RELATED PARTY

Amounts due to a related party totaling $67,598 and $63,598 at November 30, 2009 and May 31, 2009, 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.

NOTE 3 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at November 30, 2009 and May 31, 2009 were $5,000. These amounts related to professional fees owed for services related to periods prior to and including the applicable year-end date.

NOTE 4 – INCOME TAXES

For the periods ended November 30, 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 $131,500 at November 30, 2009, and will expire beginning in the year 2027.

F-6

GENEMEN, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2009

NOTE 4 – INCOME TAXES (continued)

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

	2009
Deferred tax asset attributable to:
Net operating loss carryover	$	44,600
Valuation allowance		(44,600	)
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 August 18, 2009. 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.

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 are unsure of when our software will be functional due to our lack of capital and the lack of capital sources. 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 three and six months ending November 30, 2009

Assets

Currently, we have no tangible assets and no intangible assets that are quantifiable. This is the same as the previous year at November 30, 2008.

Operating Expense

Total operating expenses for the three months ended November 30, 2009, were $2,000 compared to expenses for the period ended November 30, 2008 of $1,500. Total operating expenses for the six months ended November 30, 2009 were $4,000 compared to expenses for the period ended November 30, 2008 of $3,000. This was due to increased costs.

Net Loss

Net loss for the three months ended November 30, 2009 was negative $(2,000) compared to the period ended November 30, 2008 of negative $(1,500). Net loss for the six months ended November 30, 2009 was ($4,000) compared to net loss for the period ended November 30, 2008 of ($3,000.) This was due to increased costs.

Liquidity and Capital Resources

At November 30, 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 November 30, 2009 there have been no significant changes in our critical accounting policies.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in our 2009 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on August 18, 2009. During the three months ended November 30, 2009 there have been no new accounting pronouncements which are expected to significantly impact our consolidated financial statements.

PLAN OF OPERATION AND LIQUIDITY

We currently do not have a plan of operation in furthering the development of our software. Previously we were developing our Intellipass software, however, due lack of capital and other resources, we have since been deemed a shell due to our lack of operations and nominal assets. We are currently revising our business plan to include plans of obtaining an infusion of capital so we can resume operations.

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 a limited amount of 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 eighteen months.

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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 November 30, 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 November 30, 2009, our Chief Executive Officer and Chief Financial Officer as of November 30, 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 November 30, 2009, our internal control over financial reporting was effective.

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 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

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

(a) Exhibits:

Number		Description

	31.1	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: January 13, 2010	By:	/s/Qiaozhen Chen
		Name: Qiaozhen Chen
		Title: President, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)



Date: January 13, 2010	By:	/s/ Qiaozhen Chen
		Director
		Name: Qiaozhen Chen
		Title: Director

Genemen Inc. 10-Q