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

On January 29, 2019 (the "Closing Date"), we completed and closed the acquisition (the "Acquisition") under an Agreement and Plan of Reorganization (the "Reorganization Agreement"), entered into by and among (i) StemGen, Inc.("StemGen"); (ii) D3esports, Inc., a Wyoming corporation ("D3esports"); and (iii) the shareholders of D3esports ("Sellers") pursuant to which D3esports became a wholly owned subsidiary of ours. Pursuant to the Reorganization Agreement, we acquired from the Sellers all of the issued and outstanding equity interests of D3esports in exchange for 39,631,587 shares of our common stock, par value $0.001 per share and 7,000,000 shares of Preferred Stock, par value $0.001 per share. As a result of the Acquisition, the Sellers, as the former shareholders of D3esports, became the controlling shareholders of the Company. The Acquisition was accounted for as a reverse merger notwithstanding it is legally a reverse acquisition. For accounting purposes, D3esports is the acquiring entity. Current and comparative consolidated financial statements include the accounts of D3esports since inception (May 1, 2018) and StemGen from the date of acquisition (January 29, 2019) (collectively, the "Company").

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

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

A joint venture agreement was entered into among the shareholders of StemGen Connect to integrate the technologies from the three companies, into a single virtual-to-real motorsports-based Science, Technology, Engineering and Mathematics (STEM) enrichment and collaboration learning environment to drive the launch of an esports competition for school networks and their students.

There has been no activity in this joint venture or StemGen Connect as of September 30, 2019.





Critical Accounting Policies

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends, and other factors that management believes to be important at the time the consolidated financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our consolidated financial statements.

While we believe that the historical experience, current trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For a full description of our critical accounting policies, please refer to Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report for the year ended June 30, 2019 on Form 10-K.





Results of Operations

Six months ended December 31, 2019 and 2018





Revenue

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


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General and Administrative Expenses

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





Interest Expense

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

Loss on fair value of derivative

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





Net Loss

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

Three months ended December 31, 2019 and 2018





Revenue

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

General and Administrative Expenses

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





Interest Expense

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

Loss on fair value of derivative

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





Net Loss

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

Liquidity and Capital Resources

At December 31, 2019, we had cash on hand of $990. The company has negative working capital of $1,366,128 as of December 31, 2019. We do not expect to achieve positive cash flow from operating activities in the near future. We will require additional cash in order to implement our business plan. There is no guarantee that we will be able to obtain funds when we need them or that funds will be available on terms that are acceptable to the Company.


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Additional Financing

Additional financing is required to continue operations. Although actively searching for available capital, the Company does not have any current arrangements for additional outside sources of financing and cannot provide any assurance that such financing will be available.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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