High				Low
Fiscal Year Ended June 30, 2015
Quarter ended June 30, 2015		$	2.25			$	1.80
Quarter ended March 31, 2015		$	1.80			$	1.40
Quarter ended December 31, 2014		$	1.95			$	1.40
Quarter ended September 30, 2014		$	2.50			$	1.90
Fiscal Year Ended June 30, 2014
Quarter ended June 30, 2014		$	11.00			$	2.50
Quarter ended March 31, 2014		$	7.00			$	5.00
Quarter ended December 31, 2013		$	5.50			$	4.50
Quarter ended September 30, 2013		$	6.00			$	5.00
Fiscal Year Ended June 30, 2013
Quarter ended June 30, 2013		$	6.75			$	5.00
Quarter ended March 31, 2013		$	7.60			$	1.20
Quarter ended December 31, 2012		$	4.00			$	0.80
Quarter ended September 30, 2012		$	4.00			$	2.80

Holders

We had approximately 96 record holders of our common stock as of March 12,July 14, 2015, according to the books of our transfer agent. The number of our stockholders of record excludes any estimate by us of the number of beneficial owners of shares held in street name, the accuracy of which cannot be guaranteed.

Dividends

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Delaware Business Corporations Act, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Caution Regarding Forward-Looking Information

All statements contained in this Form S-1, registration statement, other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,”"believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," and similar expressions . All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new acquisitions, products, services, developments or industry rankings; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially.

Consequently, all of the forward-looking statements made in this Form S-1 prospectus are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations. Readers are cautioned not to place undue reliance on such forward-looking statements as they speak only of the Company’sCompany's views as of the date the statement was made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion and analysis should be read in connection with the Company’sCompany's financial statements and related notes thereto, as included in this report.

Overview

We were incorporated in Delaware in 1992, and in 1996 acquired all of the assets of Infotechnology, Inc., a Delaware company, following the completion of Infotech’sInfotech's Chapter 11 Bankruptcy reorganization .reorganization. As a result of a series of transactions during the 1980’s,1980's, our business was the maintenance of our equity interest in and note receivable from Comtex News Network, Inc. and equity interest in Analex Corporation. Beginning September 25, 2006 and concluding October 1, 2006, we disposed of all of our assets and terminated business operations .operations.

After disposing of our assets, October 1, 2006, until the private sale of 10,000,000 unregistered shares, May 27, 2014, we were seeking candidates for a business combination. As a result we may have been considered a “blank check”"blank check" company as defined in Section 3 (a)(51) of the Securities Exchange Act of 1934, because we were vigorously searching for an appropriate acquisition candidate. We identified an acquisition target and entered into a letter of intent on December 24, 2012 for a business combination. However the transaction did not go forward and the letter of intent was terminated August 6, 2013.

Commencing with the private sale of 10,000,000 unregistered shares, May 24, 2014 and receipt of proceeds in the amount of $297,000 along with receipt of the $25,000 that we began developmentraised through the sale of our business withshares that are being offered for sale by the selling shareholders, we completed reorganizational matters, the preparation offinalized our business plan and the preparation ofprepared the financial statements and other information presented in this prospectus.

We commenced operation of our business plan when we purchased, by agreement dated May 15, 2015, Ironclad Group Holdings Corp.'s, 100% membership interest in Global Visionary Investments LLC, a Sugar Land, Texas based consulting and business planning company established in 2014.

The Company has no plans or intention to be acquired or merge with an operating business entity nor does the Company or any of its shareholders have any plans to enter into a change of control or similar type transaction.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities.fully develop our plan of operation.

For these reasons our auditors stated in their report included in this prospectus that they have substantial doubt we will be able to continue as a going concern.

Accounting and Audit Plan

We intend to continue to have our outside consultant assist us in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor.

We have no significant 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 stockholders.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of these policies is included in Note 2 of the notes to our historical financial statements. We have identified and disclosed accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows and which require the application of significant judgment by management.

Results of Operations

SixNine months ended DecemberMarch 31, 20142015 compared to the sixnine months ended DecemberMarch 31, 2013.2014 .

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $92,372$222,428 and $15,245$19,910 for the sixnine months ended DecemberMarch 31, 20142015 and 2013,2014, respectively. The increase was due to higher professional fees.

Interest Expense

Interest expense decreased from $33,958$39,617 for the sixnine months ended DecemberMarch 31, 20132014 to $0 for the sixnine months ended DecemberMarch 31, 2014.2015. The decrease is a result of having no outstanding debt for the period ended DecemberMarch 31, 2014.2015. Interest expense for the sixnine months ended DecemberMarch 31, 20132014 included amortization of discount on convertible notes payable in the amount of $23,094, compared to $0 in the current year.

Net Loss

We incurred a net loss of $92,372$222,428 for the sixnine months ended DecemberMarch 31, 20142015 as compared to $49,203$59,527 for the comparable period of 2013.2014. The increasedecrease in the net loss was primarily the result of the increased professional fees discussed above.

Three months ended DecemberMarch 31, 20142015 compared to the three months ended DecemberMarch 31, 2013.2014.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $54,705$130,056 and $1,825$4,664 for the three months ended DecemberMarch 31, 20142015 and ended 2013,2014, respectively. The increase is due to professional fees incurred in the quarter ended December 31, 2014.

Interest Expense

Interest expense decreased from $17,095$5,659 for the three months ended DecemberMarch 31, 20132014 to $0 for the sixthree months ended DecemberMarch 31, 2014.2015. This is a result of there being no outstanding debt during the period ended December 31, 2014.

Net Loss

We incurred a net loss of $54,705$130,056 for the three months ended DecemberMarch 31, 20142015 as compared to $18,920$10,323 for the comparable period of 2013.2014. The increasedecrease in the net loss was primarily the result of the increased general and administrative expense noted above.

Year ended June 30, 2014 compared to the year ended June 30, 2013.

General and Administrative Expenses

We recognized general and administrative expenses in the amount of $51,183 and $60,202 for the twelve months ended June 30, 2014 and 2013, respectively. The decrease was primarily a result of lower professional fees.

Interest Expense

Interest expense decreased from $60,717 for the twelve months ended June 30, 2013 to $39,617 for the twelve months ended June 30, 2014. The decrease is attributable to the retirement of debt during the twelve months ended June 30, 2014.

Other Income

During the twelve months ended June 30, 2014, we recognized a gain of $107,220 due to the forgiveness of debt associated with our related party notes. In the prior year, we had recognized a gain of $32,500 due to the forfeit of a nonrefundable deposit.

Net Income (Loss)

We reported a net income of $16,420 for the twelve months ended June 30, 2014 as compared to $88,419 for the comparable period of 2013. The increase in the net gain was mainly due to the recognition of the gain we recognized on the forgiveness of debt.

Plan of O perations

We have received $297,000 from the private sale of 10,000,000 unregistered shares, as of May 24, 2014. We anticipate that for the next twelve months we will require not less than $225,000 of financing in addition to the $25,000 we received from the sale of the 10,000,000 shares. We have also raised $25,000 through the sale of shares that are being offered for sale by the selling shareholders and have issued debt in the amount of $25,000 used as part of the purchase price of the membership interest in Global Visionary Investments LLC. 

During the next 12 months we will need $25,000 on or before June 15, 2015 and $100,000 at an unspecified time to pay the balance of the purchase price of Global Visionary Investments LLC. We forecast the requirement for additional financing to be ratably incrementalin the amount of $425,000 during the following twelve months.months  at the following time and the following amounts:  

• $100,000 will be required on or before 3 months to recruit employees, expand office space and acquire IT hardware and software;
  
• $75,000 will be required on or before 5 months to solicit businesses that are candidates for our incubator process;
  
• $100,000 will be required at the end of the seventh month to launch one or more incubation projects that have been identified from our previous two month search;
  
• $150,000 will be required from the end of the seventh month to the end of the twelfth month to finance the development and growth of the start-up businesses and companies we have chosen as incubator clients.

SELLING STOCKHOLDERS

This prospectus relates to the possible resale by certain of our stockholders of up to 5,000,000 shares of our common stock that were acquired in a private offering that was closed on March 12, 2015. We have agreed to register the resale of such shares of common stock pursuant to the terms of the Stock Purchase Agreement,Agreements , dated as of March 6, 2015 by and among us and alleach of the purchasers of our common stock prior to our initial public offering.that is registered for resale by this prospectus.

The following table sets forth, as of the date of this prospectus, the names of the selling stockholders for whom we are registering shares for resale to the public, and the number of shares of common stock that the selling stockholders may offer pursuant to this prospectus.

Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she, or it possesses sole or shared voting or investment power of that security, including options that are currently exercisable or exercisable within 60 days of the date of this prospectus. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown that they beneficially own, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose.

Based on the information provided to us by the selling stockholders as of the date of this prospectus, assuming that the selling stockholders sell all of the shares of our common stock being registered hereunder and do not acquire any additional shares, the selling stockholders will not own any shares of our common stock after the completion of any offering of the shares being registered hereunder.

We cannot advise you as to whether the selling stockholders will in fact sell any or all of such shares of common stock. In addition, the selling stockholders may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of our common stock in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus.

Our calculation of the percentage of beneficial ownership is based on 15,183,927 shares of common stock outstanding as of April 22, 2015.July 14, 2015 .

We do not have noand have not had any preexisting relationship or transactions with the selling stockholders as set forth in “Item 13. Certain Relationships and Related Transactions, and Director Independence” in our Annual Report on Form 10-K for the year ended June 30, 2014 filed October 14, 2014.immediately past three years.

(1) Thomas J. Cloud, President of Vista View Ventures, Inc. may be deemed to have voting and dispositive control over the shares of our common stock held by Vista View Ventures, Inc.

(2) Monika Federowicz, President of Montego Blue Enterprises Corporation may be deemed to have voting and dispositive control over the shares of our common stock held by Montego Blue Enterprises Corporation.

(3) John Morrissey, President of The Jaxon Group Corp. may be deemed to have voting and dispositive control over the shares of our common stock held by The Jaxon Group Corp.

(4) Geoffrey Long, Authorized Agent of Groupers Investment Ltd. may be deemed to have voting and dispositive control over the shares of our common stock held by Groupers Investment Ltd.

(5) Thomas Morrissey, President of THM Consulting Corp. may be deemed to have voting and dispositive control over the shares of our common stock held by THM Consulting Corp.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized capital stock consists of 20,000,000 shares of common stock, $0.01$0.001 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our certificate of incorporation and bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the provisions of applicable Delaware law.

Common Stock

As of March 12,July 14, 2015, there were 15,183,927 shares of our common stock outstanding, held by 96 stockholders of record, and 1,000,000 shares of our preferred stock outstanding.

Dividend Rights

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that our board of directors may determine. Dividends may be declared and paid on our common stock from lawfully available funds as and when determined by our board of directors.

Voting Rights

Except as otherwise required by the General Corporation Law of Delaware and the Series E Preferred Stock, the holders of common stock possess all voting powers for all purposes, including the election of directors. Each share of common stock has one vote on each matter submitted to a vote of our stockholders. The holders of shares of our common stock will vote together with all other shares of capital stock, if any, as a single class on all matters submitted for a vote or consent of stockholders.

Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights and is not subject to conversion or redemption. The rights of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of our preferred stock that our board of directors may designate and issue in the future.

Liquidation Rights

Upon our liquidation, dissolution, or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of preferred stock and payment of other claims of creditors.

Registration Rights

In connection with the issuance of the shares to the selling stockholders we entered into a registration rights agreement with the investors, in which we agreed to deliver to this prospectus and to (i) file a registration statement within 129 days after the Date of the Registration Rights Agreement enabling the investors to publicly sell the shares of common stock purchased pursuant to the Stock Purchase Agreement, (ii) (a) use our reasonable best efforts to cause the registration statement to become effective within as promptly as reasonably practicable after the filing thereof.

Preferred Stock

Our board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0.01 and ranks subordinate to our common stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The outstanding shares of Series E preferred stock have the right to take action by written consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock. No dividends may be declared or paid on the preferred stock.

In the event of any liquidation or winding up of the Company or the sale of all or substantially all of the assets of the Company, the holders of the preferred stock shall not be entitled to participate in any distributions.

Anti-Takeover Effects of Our Certificate of Incorporation and Bylaws

We are governed by the Delaware General Corporation Law (referred to as the “DGCL”"DGCL"). Our certificate of incorporation and bylaws do not permit cumulative voting in the election of directors. Cumulative voting allows a stockholder to vote a portion or all of the stockholder’sstockholder's shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’sboard's decision regarding a takeover or otherwise.

Delaware Anti-Takeover Statute

We are governed by Section 203 of the DGCL which impose additional requirements regarding mergers and other business combinations.

The provisions of the DGCL could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Limitations of Liability and Indemnification

Our certificate of incorporation and bylaws provide that we will indemnify our directors and officers, and other agents, to the fullest extent permitted by the DGCL, which prohibits our certificate of incorporation from limiting the liability of our directors for the following:

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our certificate of incorporation will not eliminate a director’sdirector's duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’sdirector's responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

In addition to the indemnification required in our certificate of incorporation and bylaws, we may enter into indemnification agreements with our current director and executive officer. These agreements may provide for the indemnification of such persons for all reasonable expenses and liabilities, including attorneys’attorneys' fees, judgments, fines, and settlement amounts, incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We may also maintain directors’directors' and officers’officers' liability insurance.

The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’sstockholder's investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Listing

Trading of our common stock is reported on the OTC Market Group, Inc.'s OTCQB Markettier under the symbol “SGNI.”"SGNI."

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.

DESCRIPTION OF BUSINESS

Background

We were incorporated in Delaware in 1992, and in 1996 acquired all the assets of Infotechnology, Inc., a Delaware corporation, following the completion of Infotech’sInfotech's Chapter 11 Bankruptcy reorganization. As a result of a series of transactions during the 1980’s,1980's, our business was the maintenance of our equity interest in and note receivable from Comtex News Network, Inc. and equity interest in Analex Corporation. Beginning September 25, 2006 and concluding October 1, 2006 we disposed of all our assets and terminated business operations.

After disposing of our assets, October 1, 2006, until the private sale of 10,000,000 unregistered shares, May 27, 2014, we were seeking candidates for a business combination. As a result we may have been considered a “blank check”"blank check" company as defined in Section 3 (a)(51) of the Securities Exchange Act of 1934, because we were vigorously searching for an appropriate acquisition candidate. We identified an acquisition target and entered into a letter of intent on December 24, 2012 for a business combination. However the transaction did not go forward and the letter of intent was terminated August 6, 2013.

We commenced operation of our business plan when we purchased, by agreement dated May 15, 2015, Ironclad Group Holdings Corp.'s, 100% membership interest in Global Visionary Investments LLC, a Sugar Land, Texas based consulting and business planning company established in 2014.

StemGen, Inc. is a Delaware corporation. Our principal offices are located at 800 Town and Country Blvd., Suite 300, Houston, Texas 77024.

We can be reached at (832) 431-3292.

Plan of Operation

Commencing with the private sale of 10,000,000 unregistered shares, May 24, 2014, and receipt of proceeds in the amount of $297,000 we began organic development as a business accelerator, developing potentially profitable ideas and offering supportive environments for entrepreneurs within the confines of a public company focused on building partnerships with clients to develop ideas or products in the areas of technology, eye tracking technology, imaging technologies, 3D printing, cloud databases, and leap motion technology.

Our business has commenced with the development of the process for identifying target companies, conducting due diligence process on the internal affairs of the target as well as it’sit's intended industry and business. We are engaged in identifying consultants and consulting groups in our space who are qualified to assist with attracting potential candidates for our participation. Our ability to implement our business plan requires adequate financing. We anticipate that for the next twelve months we will require not less than $225,000$425,000 of financing in addition to the $25,000 we received from the sale of the 10,000,000 shares.5,000,000 shares and the $125,000 we need to complete payment of the purchase price of Global Visionary Investments LLC. We forecast the requirement for financing to be incremental during the following twelve months. There is no guarantee that theremonths in the following increments:

• $100,000 will be a significant marketrequired on or before 3 months to recruit employees, expand office space and acquire IT hardware and software;
  
• $75,000 will be required on or before 5 months to solicit businesses that are candidates for our servicesincubator process;
  
• $100,000 will be required at the end of the seventh month to launch one or more incubation projects that have been identified from our previous two month search;
  
• $150,000 will be required from the end of the seventh month to the end of the twelfth month to finance the development and growth of the start-up businesses and companies we will achieve significant revenues, if any. 

  have chosen as incubator clients.

The Industry

The formal concept of business incubation began in the USA in 1959 when Joseph Mancuso opened the Batavia Industrial Center in a Batavia, New York, warehouse. (Stone, Mary (2008-04-24). “Mancuso,"Mancuso, inventor of business incubator, dies”dies".Rochester Business Journal. Retrieved 2008-04-24). The 1980s commenced the incubator growth in the United States and was facilitated with the creation of the National Business Incubator Association. During this time small business incubators became a preferred vehicle for providing assistance to new companies. A focus was to help homegrown entrepreneurs instead of attracting overseas companies. According to the National Business Incubation Association states as of October 2012, there were over 1,250 incubators in the United States, up from only 12 in 1980. NBIA estimates that there are about 7,000 business incubators worldwide. The incubation model has been adapted to meet a variety of needs, from fostering commercialization of university technologies to increasing employment in economically distressed communities to serving as an investment vehicle.

Cambridge, Mass.-based consulting firm New Markets Advisors illustrates the popularity of our business strategy by reporting that a “significant”"significant" portion of Fortune 500 companies--including Procter & Gamble, IBM, Walgreens and The Hershey Company--likely have some sort of incubator cooking in at least one business unit.

Stephen Wunker, managing director of New Markets Advisors, said: “Given"Given the pace of change that threatens established businesses, incubators are becoming more and more important to create growth options.” “For" "For many organizations, having an internal incubator is like an insurance policy--if the market moves, the companies are ready to change directions or grow new business quickly.”"

More than half of all business incubation programs are “mixed-use”"mixed-use" projects; that is, they work with clients from a variety of industries. Technology incubators account for 39% of incubation programs.(2006 State of the Business Incubation Industry).

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The NBIA describes one example of a specialized type of incubator is abioincubator. Bioincubators specialize in supporting life science-based startup companies. Entrepreneurs with feasible projects in life sciences are selected and admitted for these programs.

Global Visionary Investments LLC.

Global Visionary was organized as a Texas limited liability company on the first day of April, 2014 with offices at Three Sugar Creek Center, Suite 100, Sugar Land, Texas 77478.  We can be reached at info@globalvisionaryllc.com and our website address is www.globalvisionaryinvestments.com. Information contained on our website does not constitute part of this prospectus.

Marketing and Services Strategy

We intend to market our services by advertising in print and electronic media, local networking, and by direct sales calls to dealerships, government agencies and individual consumers. We also intend to exhibit at regional auto, recreational vehicle and boat shows and other relevant trade shows. Finally, we plan to establish a website in order to market our services to potential customers. We are the early stages to market our services, to exhibit at regional shows, or to establish a website and there is no guarantee that we will ever be able to do so.

We intend to provide of emerging company candidates with the following services:

	·	Help with business basics
	·	Networking activities
	·	Marketing assistance
	·	Help with accounting/financial management
	·	Access to bank loans, loan funds and guarantee programs
	·	Help with presentation skills
	·	Links to higher education resources
	·	Links to strategic partners

Client Selection Process.

We will not serve any and all companies. Entrepreneurs who wish to enter our business accelerator program must apply for admission. We will evaluate proposals from universities and other outsiders--so long as the entities are focused on new initiatives involving our target ideas and products.

We have developed an application process to become a candidate for our business technology accelerator based on the following elements:

The final selection process will be limited to applicants who are able to demonstrate the following characteristics:

In their audit report dated October 14, 2014; our independent auditors expressed their opinion that substantial doubt exists about our ability to continue as an ongoing business. We believe this qualification will be removed is we attract the capital to execute our business plan described in the preceding paragraphs.

Recent Developments

Common Stock Offering

On May 24, 2014 we received $297,000 from the private sale of 10,000,000 unregistered shares of common stock;

On March 12, 2015, we issued 5,000,000 unregistered shares of common stock representing 33% of our outstanding common stock at such time, on a fully diluted basis. These shares are being offered for sale by the selling shareholders.

Preferred Stock Offering

On June 27, 2014, our board of directors designated 1,000,000 shares of Series E preferred stock. The Series E preferred stock has a par value of $0. 01 and ranks subordinate to our common stock as to distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. See “"Description of Capital Stock—PreferredStock-Preferred Stock.”"

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers and Other Key Employees

John David Walls has been our sole director and chief executive officer since January 20, 2015 and will serve until the next annual meeting of the stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors.

Set forth below is the description of the backgrounds of our directors, executive officers and other key employees.

Biographical Information –- John David Walls

John David Walls, age 57, brings 30 years of management and banking expertise to the Company. From 2004 until 2014, he served as Chief Financial Officer of Cardinal Tool Company, a private manufacturing and tool company in Forney, Texas. Mr. Walls holds a bachelor of business administration in finance and real estate from Baylor University. He also attended Southwestern Graduate School of Banking at Southern Methodist University.

We elected Mr. Walls to serve as our sole officer and director because he has a university business education and significant senior executive business experience. For those reasons, we have reason to believe and do believe he has the significant skills necessary to lead our company to successful execution of our business model. 

Mr. Walls does not have a written employment or other compensatory agreement with the Company. He is being paid $10,000 per month for his services to the Company.

Family Relationships

There are no family relationships among our directors or executive officers.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401(f) of Regulation S-K.

Arrangements

There are no arrangements or understandings between our sole executive officer and director and any other person pursuant to which he is to be selected as an executive officer or director.

Significant Employees and Consultants

We have no employees, other than our President, John David Walls.

Code of Ethics

We have adopted a code of ethics that applies to our executive officers and employees.

Corporate Governance

Our business, property and affairs are managed by, or under the direction of, our board, in accordance with the Delaware Business Corporations Act and our bylaws. Members of the board are kept informed of our business through discussions with the Chief Executive Officer and other key members of management, by reviewing materials provided to them by management.

We continue to review our corporate governance policies and practices by comparing our policies and practices with those suggested by various groups or authorities active in evaluating or setting best practices for corporate governance of public companies. Based on this review, we have adopted, and will continue to adopt, changes that the board believes are the appropriate corporate governance policies and practices for our Company. We have adopted changes and will continue to adopt changes, as appropriate, to comply with the Sarbanes-Oxley Act of 2002 and subsequent rule changes made by the SEC and any applicable securities exchange.

Director Qualifications andDirectorQualificationsand Diversity

The board seeks independent directors who represent a diversity of backgrounds and experiences that will enhance the quality of the board’sboard's deliberations and decisions. Candidates shall have substantial experience with one or more publicly traded companies or shall have achieved a high level of distinction in their chosen fields. The board is particularly interested in maintaining a mix that includes individuals who are active or retired executive officers and senior executives, particularly those with experience in the finance and capital market industries.

In evaluating nominations to the board of directors, our board also looks for certain personal attributes, such as integrity, ability and willingness to apply sound and independent business judgment, comprehensive understanding of a director’sdirector's role in corporate governance, availability for meetings and consultation on Company matters, and the willingness to assume and carry out fiduciary responsibilities. Qualified candidates for membership on the board will be considered without regard to race, color, religion, sex, ancestry, national origin or disability.

Under the National Association of Securities Dealers Automated Quotations definition, an “independent director”"independent director" means a person other than an officer or employee of the Company or its subsidiaries or any other individuals having a relationship that, in the opinion of the Company’sCompany's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of the director. The board’sboard's discretion in determining director independence is not completely unfettered. Further, under the NASDAQ definition, an independent director is a person who (1) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years), employed by the company; (2) has not (or whose immediate family members have not) been paid more than $120,000 during the current or past three fiscal years; (3) has not (or whose immediately family has not) been a partner in or controlling shareholder or executive officer of an organization which the company made, or from which the company received, payments in excess of the greater of $200,000 or 5% of that organizations consolidated gross revenues, in any of the most recent three fiscal years; (4) has not (or whose immediate family members have not), over the past three years been employed as an executive officer of a company in which an executive officer of the Company has served on that company’scompany's compensation committee; or (5) is not currently (or whose immediate family members are not currently), and has not been over the past three years (or whose immediate family members have not been over the past three years) a partner of our outside auditor.

At the present time, we have no independent directors.

Lack of Committees

We do not presently have a separately designated audit committee, compensation committee, nominating committee, executive committee or any other committees of our board of directors. As such, the sole director acts in those capacities. We believe that committees of the board are not necessary at this time given that we are in the exploration stage.

The term “Financial Expert”"Financial Expert" is defined under the Sarbanes-Oxley Act of 2002, as amended, as a person who has the following attributes: an understanding of generally accepted accounting principles and financial statements; has the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the company’scompany's financial statements, or experience actively supervising one or more persons engaged in such activities; an understanding of internal controls and procedures for financial reporting; and an understanding of audit committee functions.

Mr. Walls does not qualify as an “audit"audit committee financial expert.”" We believe that the cost related to retaining such a financial expert at this time is prohibitive, given our current operating and financial condition. Further, because we are in the development stage of our business operations, we believe that the services of an audit committee financial expert are not necessary at this time.

The Company may in the future create an audit committee to consist of one or more independent directors. In the event an audit committee is established, of which there can be no assurances given, its first responsibility would be to adopt a written charter. Such charter would be expected to include, among other things:

Risk Oversight

Enterprise risks are identified and prioritized by management and each prioritized risk is assigned to the board for oversight. These risks include, without limitation, the following:

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of our common stock to file reports of ownership and change in ownership with the Securities and Exchange Commission and the exchange on which the common stock is listed for trading. Executive officers, directors and more than ten percent stockholders are required by regulations promulgated under the Exchange Act to furnish us with copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended June 30, 2014, we believe that our executive officers, directors and ten percent stockholders complied with all reporting requirements applicable to them as of the most recent fiscal year end.

EXECUTIVE COMPENSATION

The following table sets forth all compensation paid by the Company for the fiscal years of 2013 and 2014.

Summary Compensation Table

The table below summarizes all compensation awards to, earned by, or paid to our named executive officer for all service rendered in all capacities to us for the fiscal years ended June 30, 2014 and 2013.

SUMMARY COMPENSATION TABLE

OUTSTANDING EQUITY AWARDS AT June, 30, 2014

Grants of Plan Based Awards

There were no awards granted pursuant to a plan during 2014.

Outstanding Equity Awards as of June 30, 2014

There were no outstanding unvested equity awards at fiscal year end December 31,June 30, 2014.

Stock Vested From Inception Through June 30, 2014

None of the named executive officers had options to exercise or stock awards subject to vesting during 2014.

Potential Payments Upon Termination or Change in Control

During the period from inception through June 30, 2014, none of the named executive officers had a right to receive payments upon termination other than accrued and unpaid salary and benefits through the date of termination and none of the named executive officers had a right to receive a payment in connection with a change in control of the company.

Employment Agreements

Presently, we have no written employment agreements.

Compensation Policies and Practices as they Relate to Risk Management

We reviewed and analyzed our compensation arrangements and determined that our compensation plans do not pose an unreasonable risk to the Company.

Compensation of Directors

Directors were reimbursed for reasonable out of pocket expenses incurred in attending meetings of the Board and other reasonable expenses related to the performance of their duties as a director.

In 2014, the Board commenced developing a compensation program for board members whereby each non-employee director and ex-officio Board member is entitled to an annual fee in cash, payable quarterly in arrears, as long as the director attends the meetings during each quarter. However, the amount of cash and other such compensation has not been established. The Board is exploring additional equity compensation for our non-employee directors in consideration of services rendered.

Audit Committee

The Company does not have an audit committee. The members of the Board perform the functions of an audit committee. The functions of the audit committee are to review the Company’sCompany's internal controls, accounting policies and financial reporting practices; to review the financial statements, the arrangements for and scope of the independent audit, as well as the results of the audit engagement; to review the services and fees of the independent auditors, including pre-approval of non-audit services and the auditors’auditors' independence; and to recommend the engagement of the independent auditors to serve the following year in examining the accounts of the Company.

We are not a listed issuer under SEC rules and are therefore not required to comply with the director independence requirements of any securities exchange. For this reason, while we adopted corporate governance committee guidelines, a nominating committee charter, a compensation committee charter and an executive committee charter, all functions of a corporate governance committee, nominating committee, audit committee, executive committee and compensation committee were, and continue to be performed by our entire Board.

Corporate Governance and Limitations on Directors’Directors' and Officers’Officers' Liability

We have also adopted a code of business ethics, confidential information policy, executive committee and board of directors attendance policy as well as compensation policy for the Board.

Our directors and officers may be indemnified as provided by the general corporation law of Delaware, as amended.

Under the Delaware law, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’scompany's articles of incorporation which is not the case with our articles of incorporation. Excepted from that immunity are:

(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

(3) a transaction from which the director derived an improper personal profit; and

(4) willful misconduct.

Our articles of incorporation provide that we will indemnify our directors, officers, employees and agents to the fullest extent required by the Delaware statute, and shall indemnify such individuals to the extent permitted by statute. We may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the Delaware law. We have not entered into indemnification agreements with each of our directors and officers.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have no changes in or disagreements with accountants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Persons

Since July 1, 2012 the Company has not been a party to any transaction in which the amount involved exceeded or will exceed one percent of the average of our total assets at each year end and in which any of the person who serves as our director and executive officer or with any beneficial owners of more than 5% of our common stock, or entities affiliated with them, had or will have a direct or indirect material interest, except as described below:

Director Independence

Quotations for the Company’sCompany's common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system and the OTC Markets, which does not have director independence requirements. For purposes of determining director independence, the Company applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. As a result, the Company does not have any independent directors. Our sole director, John David Walls, is also the Company’sCompany's principal executive officer.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of April 22, 2015 with respect to the beneficial ownership of shares of common stock by (i) each person known to us to be a beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each of the Company’sCompany's directors, (iii) each of the Company’sCompany's executive officers and (iv) all executive officers and directors as a group.

(1) Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares subject to options, warrants and convertible securities held by that person that are currently exercisable or exercisable within 60 days of April 22, 2015 are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, each shareholder named in the table has sole voting and investment power with respect to the shares set forth opposite such shareholder’sshareholder's name.

(2) Landor Investment Corp. also holds 1,000,000 shares of Series E Preferred Stock of the Company. The holders of the Series E Preferred Stock have the right to consent or vote based on the number of votes equal to twice the number of votes of all outstanding shares of capital stock entitled to vote such that the holders of outstanding shares of Series E Preferred Stock shall always constitute sixty six and two thirds of the voting rights of the Corporation.

(3) Thomas J. Cloud, President of Vista View Ventures, Inc. may be deemed to have voting and dispositive control over the shares of our common stock held by Vista View Ventures, Inc.

(4) John Morrissey, President of The Jaxon Group Corp. may be deemed to have voting and dispositive control over the shares of our common stock held by The Jaxon Group Corp.

(5) Geoffrey Long, Authorized Agent of Groupers Investment Ltd. may be deemed to have voting and dispositive control over the shares of our common stock held by Groupers Investment Ltd.

(6) Thomas Morrissey, President of THM Consulting Corp. may be deemed to have voting and dispositive control over the shares of our common stock held by THM Consulting Corp.

Future sales by existing stockholders

A total of 10,000,000 shares of common stock were issued to our majority stockholder, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. As we are a “shell company”"shell company", Rule 144 would not be available for the resale of restricted securities by our stockholders until we have complied with the requirements of Rule 144(i). Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price of our common stock and the shares we are offering.

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters”"underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders will be subject to the prospectus delivery requirements of the Securities Act, unless an exemption therefrom is available.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the common stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the shelf registration statement, of which this prospectus forms a part.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the shares offered by this prospectus.

We will pay all expenses of the registration of the shares of common stock pursuant to the registration rights agreement, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or “blue sky”"blue sky" laws and the selling stockholders’stockholders' expenses; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any.

We have agreed with the selling stockholders to keep the registration statement of which this prospectus constitutes a part effective until the earlier of (1) such time as all of the shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement or (2) the date on which the shares may be sold pursuant to Rule 144 of the Securities Act without regard to any volume limitation requirements under Rule 144 of the Securities Act.

LEGAL MATTERS

The validity of the common stock offered by this prospectus has been passed upon for us by Sonfield & Sonfield, Houston, Texas, counsel to the Company.

EXPERTS

The financial statements of StemGen, Inc. as of June 30, 2014 and June 30, 2013, have been included herein in reliance upon the reports of ANTON & CHIA, LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 with respect to the common stock being offered by this prospectus. This prospectus does not contain all of the information found in the registration statement. For further information regarding us and the common stock offered by this prospectus, please review the full registration statement, including its exhibits. The registration statement, including the exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington D.C. 20549. Copies of this material can also be obtained from the public reference section of the SEC at prescribed rates, or accessed at the SEC’sSEC's website at www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information on its public reference room.

INDEX TO FINANCIAL STATEMENTS

F-1

STEMGEN, INC.

CONDENSED BALANCE SHEETS

(UNAUDITED)

STEMGEN, INC.

BALANCE SHEETS

(UNAUDITED)

		March 31, 2015				June 30, 2014
						(audited)
ASSETS
CURRENT ASSETS
Cash		$	16,607			$	80
Total current assets			16,607				80
TOTAL ASSETS		$	16,607			$	80
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	173,115			$	-
Total current liabilities			173,115				-
Convertible note payable, net of discount of $36,340 and $0, respectively.			-				-
TOTAL LIABILITIES			173,115				-
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.01 stated value; 1,000,000 shares authorized; 1,000,000 and 0 shares issued and outstanding at March 31, 2015 and June 30, 2014, respectively			10,000				-
Common stock, $0.001 par value; 20,000,000 shares authorized; 10,183,927 shares issued and outstanding at March 31, 2015 and June 30, 2014			10,184				10,184
Stock subscriptions received			19,500				-
Additional paid-in capital			850,778				814,438
Accumulated deficit			(1,046,970	)			(824,542	)
Total stockholders' equity (deficit)			(156,508	)			80
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		$	16,607			$	80

The accompanying notes are an integral part of these unaudited financial statements.

F-2

STEMGEN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Nine months ended March 31,								Three months ended March 31,
		2015				2014				2015				2014
OPERATING EXPENSES
General and administrative expenses		$	222,428			$	19,910			$	130,056			$	4,664
LOSS FROM OPERATIONS			(222,428	)			(19,910	)			(130,056	)			(4,664	)
OTHER INCOME (EXPENSE)
Interest expense			-				(39,617	)			-				(5,659	)
NET LOSS		$	(222,428	)		$	(59,527	)		$	(130,056	)		$	(10,323	)
NET LOSS PER COMMON SHARE - Basic and diluted		$	(0.02	)		$	(0.32	)		$	(0.01	)		$	(0.06	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - Basic and diluted			10,183,927				183,927				10,183,927				183,927