D3esports Corp. entered into an agreement and plan of reorganization to acquire StemGen Inc. (OTCPK:SGNI) in a reverse merger transaction on December 13, 2018. The transaction is structured as the acquisition by StemGen of all the outstanding equity securities of D3esports Corp. in exchange for the issuance to the stockholders of D3esports Corp. of 30,316,667 shares of StemGen common stock and 7 million shares of StemGen preferred stock. D3sports Inc. will be domiciled in Texas as a wholly owned subsidiary of StemGen Inc. pursuant to the deal. In connection with the transaction, John David Walls, the sole director and officer of StemGen, will be replaced by Simon Dawson, the sole director and officer of D3esports, effective on the closing date of the transaction. The transaction is subject to approval by the shareholders of D3esports and the Board of Directors of StemGen, and receipt by D3esports of the opinion of counsel to StemGen. Robert L. Sonfield, Jr., Esq. from Sonfield & Sonfield served as the legal advisor to StemGen. D3esports Corp. completed the acquisition of StemGen Inc. (OTCPK:SGNI) in a reverse merger transaction on January 29, 2019. Pursuant to the agreement, all of the outstanding shares of D3esports Corp. were acquired by StemGen Inc. in exchange for 39.63 million shares of common stock and 7 million shares of preferred stock. As a result of the acquisition D3esports became a wholly owned subsidiary of StemGen and the former shareholders of D3esports became the owners of 61.94% of StemGen Inc.