UNITED STATES
SECURITY AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q /A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2018
or
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number:000-21555
StemGen, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 54-1812385 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) | |
1 Performance Drive, Suite F Arlington, TX | 77515 | |
(Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code:(832) 954-7569
Indicate by check mark whether the registrant (1) has fled all reports required to be fled 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 fling requirements for the past 90 days. Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | [_] | Accelerated filer | [_] | |
Non-accelerated filer | [_] | Smaller reporting company | [X] | |
Emerging growth company | [_] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of February 10, 2019, there were 53,715,514 shares of common stock issued and outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for December 31, 2018, filed with the Securities and Exchange Commission on February 20, 2019 (the “Form 10-Q”), is to correct a typographical error in the Form 10-Q cover page. The check mark to indicate whether the registrant is a shell company incorrectly stated “Yes”. The check mark has been corrected to “No”.
No other changes were made to the Form 10-Q report.
PART II — OTHER INFORMATION
ITEM 6. EXHIBITS
3.1 | Restated Certificate of Incorporation of StemGen, Inc. (1) | |
3.2 | Bylaws of StemGen, Inc. (1) | |
31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and account officer (2) | |
32.1 | Section 1350 Certification of principal executive officer and principal financial accounting officer (2) | |
101 | XBRL Interactive Data files (3),(4) |
__________
(1) | Incorporated by reference to the Company’s Form S-1 filed on March 17, 2015. |
(2) | Filed or furnished herewith. |
(3) | To be submitted by amendment. |
(4) | In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.” |
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.
StemGen, Inc. | |||
Date: February 21, 2019 | By: | /s/ Simon Dawson | |
Simon Dawson | |||
CEO and Chairman of the Board |
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