UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 2

x      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2011

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to              

Commission file number 333-57818

Augme Technologies, Inc.

(Name of issuer in its charter)

43 West 24th Street, 11th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

(855) 423-5433

(Issuer’s telephone number)

Securities registered pursuant to Section 12(B) of the Exchange Act: None

Securities registered pursuant to Section 12(G) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 x   No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (Section 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act Yeso  No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold on the OTC Bulletin Board on August 31, 2010 was $1.23 per share and was last sold on the OTC Bulletin Board on May 12, 2010 at a price of $3.41 per share.

The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, on May 13, 2011 was 69,808,604.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

On August 25, 2011 we filed Amendment No. 1 to our Form 10-K which was originally filed with the Securities and Exchange Commission on May 16, 2011.  In filing Amendment No. 1, we inadvertently left out the dates on the signature page and on exhibits 31.1, 31.2 and 32.1.  We are filing this Amendment No. 2 to correct this error.

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information regarding our executive officers and directors:

Paul R. Arena, Chief Executive Officer, Principal Financial Officer, Corporate Secretary and Director

Mr. Arena has served as a director and officer since June 2010.  Mr. Arena has over 28 years of investment and business experience. Prior to joining our Company, from February 2002 through March 2010, Mr. Arena served as a director of Geos Communications, Inc., (formerly i2 Telecom International, Inc.) where, he was the founder and at various times, he also served as Chairman of the Board until March 2010, Chief Financial Officer until August 2009, President until August 2008 and Chief Executive Officer until April 2009.  From May 2000 to present, he served as Chairman of the Board, Chief Executive Officer, President and owner of AIM Group, Inc., an investment holding company. Mr. Arena also founded and served in various executive capacities, including Chairman of the Board and Chief Executive Officer, at Cereus Technology Partners, Inc. and its subsidiaries (May 1991 to April 2000). We believe that Mr. Arena’s executive management experience with companies that do business over the Internet and background in financial business transactions makes him qualified to serve as a director.

Phillip C. Rapp, Jr., Chief Operations Officer

Mr. Rapp has held the position of Chief Operating Officer since August 2010. During the past 20 years, Mr. Rapp has been engaged in senior executive positions in the financial services and investment industry. Previously, he was Chief Operating Officer of NextLife from July 2009 to August 2010. Before that he was a business consultant from October 2007 to October 2009.  During his tenure from May 2002 through September 2007, Mr. Rapp was Managing Director responsible for Sales and Marketing for the Institutional Execution Group (IEG) of Labranche & Co., then the New York Stock Exchange’s largest specialist company.  Prior thereto, from June 1996 to March 2002, Mr. Rapp was employed in a similar capacity for Knight Securities and from April 1993 to May 1996 where he led the effort to build the broker-dealer Sales desk into the largest in the NASDAQ Market. Mr. Rapp was in Broker Dealer sales at D.E. Shaw, a multi-billion dollar asset management company.  Mr. Rapp has extensive experience developing real estate and computer related technologies. We believe that Mr. Rapp’s executive management experience with companies that do business over the Internet and background in financial business transactions makes him qualified to serve as an officer.

Shelly J. Meyers, Chairwoman, Board of Directors

Shelly J. Meyers (MBA, CPA) has served as a director since January 2009.  Ms. Meyers has over 20 years of financial and investment experience.  Since June 2007, when she founded Palisades Management LLC, a

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Registered Investor Advisor, she has served as its President. Palisades Management LLC provides investment management services to high net worth individuals and institutions and strategic advisory services to corporations pertaining to corporate finance and capital market activities.  Prior to founding Palisades Management LLC, from June 2003 to June 2007 Ms. Meyers served as Executive Vice President for Pacific Global Investment Management Company (PGIMC), where she played an integral role in launching PGIMC’s high net worth management business, merging the separately managed account business of Meyers Capital Management (MCM) into PGIMC in mid-2003.  Ms. Meyers founded MCM and the Meyers Investment Trust in June 1996, and managed the Trust’s Meyers Pride Value Fund from inception in June 1996 to September 2001.  The Meyers Value Fund was sold to Citizens Funds in September 2001 with Ms. Meyers serving as sub-advisor until October 2002.  Ms. Meyers received her MBA from Dartmouth College’s Amos Tuck School of Business Administration.  She received her BA with a major in Political Science and minor in Economics from the University of Michigan.  Ms. Meyers was issued a CPA license by the state of California in 1990.  We believe that Ms. Meyers extensive education and background in finance makes her qualified to serve as a director and the chairwoman of the board of directors.

James G. Crawford, Director

Mr. Crawford has served as a director since March 2006. He served as Director of Interactive Production from March 2006 to July 2006, when he began to serve as our Chief Technology Officer.  He held this position until he was appointed Chief Information Officer in April 2007.  Prior to joining our company, Mr. Crawford was a founding member of Kino Interactive, LLC, a developer of enhanced communication software and digital media solutions, and AudioEye, a provider of proprietary web navigation tools for the learning disabled and visually impaired.  Mr. Crawford was appointed to our board in conjunction with the merger that was consummated on February 28, 2006 between our company, Kino Acquisition Sub, Inc. and Kino Interactive, LLC.  We believe that Mr. Crawford’s experience as a member of Kino’s management and background in technology makes him qualified to serve as a director.

John M. Devlin, Director and Audit Committee Chairman

Mr. Devlin has served as a director since March 2009. Mr. Devlin has been in the investment and asset management business for over 23 years. Before retiring from J.P. Morgan Investment Management in December 2003, he was a Senior Portfolio manager for 10 years, responsible for directing investment activity, providing pension asset and liability advice as well as tactical and strategic portfolio management for institutional relationships with over $20 billion in assets. Mr. Devlin was also the Committee Chairman for client portfolio guidelines, compliance and performance review for J.P. Morgan accounts with an asset size over $200 billion.  Throughout his career at J.P. Morgan, Mr. Devlin worked in all aspects of the investment and asset management business in areas such as fixed income trading and portfolio management.  Since November 2008, Mr. Devlin has been Managing Director of the American Irish Historical Society where he is responsible for managing day-to-day operations of the Society, including banking relationships, financial reporting, administration, and trustee and fund raising relationships. From January 2004 to October 2006, Mr. Devlin was the Vice Chairman of McKim & Company LLC. where he was responsible for providing strategic planning and direction for McKim & Company, a venture capital source firm for start-up companies in the $1 million to $20 million bracket. Mr. Devlin received an MBA from Pace University in 1976 and completed his undergraduate degree in Finance at Georgetown University in 1967. We believe that Mr. Devlin’s education and his experience in the finance industry makes him qualified to serve as a director.

Todd E. Wilson, Director

Mr. Wilson has served as a director since June 2010.  Mr. Wilson brings more than 15 years of experience as an investor, board member and advisor to middle-market companies.  From July 2010 to present, Mr. Wilson has held the position of Managing Director for the Office of Small Business Services for the City of Los Angeles, where he responsible for leading the City’s efforts to assist small business owners and entrepreneurs.  From July 2002 to December 2009, he served as a principal in the private equity group at American Capital, Ltd., where he was responsible for over $500 million in investments.  Previously, he also served as a principal with Wind Point Partners, a Chicago-based private equity firm from July 1999 to June 2002.  During his tenure as an equity investor, Mr. Wilson has worked closely with companies to maximize shareholder value and provide significant returns on corporate investments.  Mr. Wilson also served as an investment banker at Merrill Lynch from July 1993 to June

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1995 and Montgomery Securities from July 1995 to February 1997.  Mr. Wilson, who holds an undergraduate degree from The Wharton School of Business and an MBA from the Fuqua School of Business at Duke University.  We believe that Mr. Wilson’s education and experience in the finance industry makes him qualified to serve as a director.

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David W. Reese, Director

Mr. Reese was appointed to our board of directors on January 4, 2011.  Mr. Reese is a member of the advisory board of Penn State’s College of Information, Sciences and Technology.  He was the first advisory board chair at the inception of the College in 1999, and he continues to serve on the College’s development committee.  Mr. Reese is recognized as an Alumni Fellow, the highest honor bestowed by Penn State’s Alumni Association, and he was recognized by Penn State as the Volunteer of the Year in 2004.

Having graduated from Penn State in 1978 with a B.S. degree in Accounting, Mr. Reese began a ten-year career with Deloitte & Touche, an international consulting and auditing organization, where he specialized in the consumer electronics field and served a number of industry-leading clients, including Toshiba and Panasonic.  Mr. Reese is a member of the American Institute of Certified Public Accountants.

Mr. Reese joined ACTV, Inc. in 1988 as Chief Financial Officer and was subsequently promoted to Executive Vice President in 1992, President and Chief Operating Officer in 1999, and Chairman and Chief Executive Officer in 2001.  ACTV was acquired by then Liberty Media subsidiary OpenTV, which provides high quality technology, services and end-to-end solutions that enable intuitive and personalized viewing experiences by consumers of television content on a global scale.  OpenTV, headquartered in San Francisco, is now a subsidiary of the Kudelski Group and has offices worldwide.

Mr. Reese was appointed Chairman of API Systems Inc. in 2008, a position that he continues to hold today.  API is an innovative IT solutions provider to the telecommunications and pharmaceutical industries.  The company has a recognized expertise in virtualized desktop processes and applications geared toward multinational organizations.  API Systems, headquartered in Denville, New Jersey, was founded in 1992.  We believe that Mr. Reese’s extensive experience with evolving technologies and his financial background make him well qualified to serve as a director.

Donald E. Stout, Director

Mr. Stout was appointed to our board of directors on January 4, 2011.  Mr. Stout is a member of the bars of the District of Columbia and Virginia, and he is admitted to practice before the Supreme Court of the United States, the Court of Appeals for the Federal Circuit, the Fifth Circuit of Appeals, and the U.S. Patent and Trademark Office (“USPTO”). He earned his J.D. degree (with honors) from George Washington University in 1972.

Mr. Stout was employed by the USPTO from 1968 to 1972 as an assistant examiner involved with patent applications covering radio and television technologies.  He interpreted complex technical disclosures in patents and publications involving communications technology and theory, along with principles of electrical engineering, as part of his responsibilities with the USPTO.  In 1972, Mr. Stout worked as a law clerk for two former board members of the USPTO Board of Appeals, where he assisted in deciding issues of patentability for applicants who appealed previous decisions.

From 1972 to the present, Mr. Stout’s legal practice has involved all facets of intellectual property, including litigation, the provision of expert witness opinions, and the licensing and representation of clients before the USPTO in diverse technological areas, including telecommunications.  He has testified as an expert witness regarding obtaining and prosecuting patents.  Mr. Stout has written and prosecuted hundreds of patent applications in diverse technologies and has also rendered opinions on patent infringement and/or validity.

Mr. Stout has been a senior partner at the law firm of Antonelli, Terry, Stout and Kraus, LLP since 1982.  We believe that Mr. Stout’s extensive experience in the field of patents and intellectual property, makes him well qualified to serve as a director.

Board of Directors

Paragraph two of Article Seven of our Amended and Restated Certificate of Incorporation states:

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The Board of Directors shall be divided into three classes designated as Class I, Class II, and Class III, respectively. Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board of Directors. At the first annual meeting of stockholders following the date hereof, the term of office of the Class I directors shall expire, and Class I directors shall be elected for a full term of three years.  At the second annual meeting of stockholders following the date hereof, the term of office of the Class II directors shall expire, and Class II directors shall be elected for a full term of three years.  At the third annual meeting of stockholders following the date hereof, the term of office of the Class III directors shall expire, and Class III directors shall be elected for a full term of three years.  At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting.

In this report, we refer to this provision as the “Staggered Board Requirement”.

In accordance with the Staggered Board Requirement, Mr. Crawford was elected as our sole Class I director at the meeting of our stockholders that took place on September 7, 2010.  Unless otherwise terminated by death, resignation or removal, his term will expire at the annual meeting of stockholders that will take place in 2011.  Mr. Devlin and Mr. Wilson serve as our two Class II directors.  Unless otherwise terminated by death, resignation or removal, their terms will expire at the annual meeting of stockholders that will take place in 2012.  Mr. Arena and Ms. Meyers serve as our two Class III directors.  Unless otherwise terminated by death, resignation or removal, their terms will expire at the annual meeting of stockholders that will take place in 2013.  Following the annual meeting of stockholders that will take place in 2013, directors will be elected for a full term of 3 years to succeed the directors of the class whose terms expire at that meeting.  Our two newest directors, Mr. Reese and Mr. Stout have been placed as Class I directors.

Officers hold their positions at the pleasure of the board of directors, absent any employment agreement.  With the exception of the circumstances surrounding the appointment of Mr. Crawford, who was appointed to our board in conjunction with the merger that was consummated on February 28, 2006 between our company, Kino Acquisition Sub, Inc. and Kino Interactive, LLC, there is no arrangement or understanding between any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

The Board of Directors held telephonic and met in person for their scheduled board meetings during the fiscal year ending February 28, 2011. All or a majority of members of the Board of Directors participated in these meetings. The Board of Directors accepted the resignation of Dennis Webb and appointed Paul Arena, Todd Wilson, David Reese and Donald Stout during the fiscal year February 28, 2011.  Mr. Webb resigned from the Board effective May 17, 2010, for personal reasons.

Committees of the Board of Directors

Our Board of Directors has an Audit Committee and Compensation Committee which committees provided guidance during the fiscal year ending February 28, 2011.

Audit Committee

The Audit Committee is comprised of John Devlin, Shelly Meyers and David Reese.  Our audit committee’s main function is to oversee our accounting and financial reporting processes, internal systems of control, independent auditor relationships and the audits of our financial statements. The Company has determined Mr. Devlin an independent Director, is an audit committee financial expert.

Compensation Committee

The purpose of the Compensation Committee is to aid the Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the Committee reviews, recommends and approves salaries and other compensation of Augme’s executive officers, administers Augme’s

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equity incentive plans (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers), and administers the executive officer incentive plans.

Code of Ethics and Whistleblower Policy

On March 11, 2010, the Company adopted Code of Business Conduct and Ethics that applies to our officers, including our principal executive, financial and accounting officers, and our directors and employees. We plan to post the Code of Business Conduct and Ethics on our website at www.augme.com under the “Investor Relations — Corporate Governance” section of the website. We intend to make all required disclosures concerning any amendments to, or waivers from, the Code of Business Conduct and Ethics on our website.

The Augme Whistleblower policy is intended to encourage Board members, staff (paid and volunteer) and others to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) without retribution.

Corporate Governance and Nominating Committee

The full Board currently performs the functions of a corporate governance and nominating committee, the purpose of which is to identify individuals qualified to become members of our board of directors consistent with criteria set by our board and to develop our corporate governance principles.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee will be one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.  The Compensation Committee is comprised of the Board’s independent Directors.

FAMILY RELATIONSHIPS

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge, except as described below, none of our directors or executive officers has, during the past ten years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Meyers Capital Management LLC, an entity controlled by Ms. Shelly Meyers, one of our directors, filed a bankruptcy petition in March 2004 and the action was completed in October 2004.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE

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*Filed herewith.

**Previously filed

(1) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 17, 2009.

(2) Incorporated by reference to Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on March 28, 2001 and the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2009.

(3) Form 8-K April 28, 2006

(4) Incorporated by reference to the registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 21, 2010.

(5) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2010.

(6) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2010.

(7) Incorporated by reference to the registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 16, 2011.

(8) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2011.

(9) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2011.

(10) Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2010 filed with the Securities and Exchange Commission on October 13, 2010.

(11) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2010.

(12) Incorporated by reference to the registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York, on August 26, 2011.

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