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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
x
YEARLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011
 
 or
 
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: 333-152775
 
 
iGENII, INC.
 
(Exact name of small business issuer as specified in its charter)
 
 
Delaware
 
     26-2046163  
(State of incorporation)    (IRS Employer ID Number)
 
40 Exchange Place,
Suite 401
New York, New York 10005
(Address of principal executive offices)
 
 
(212) 932- 7483
 
(Issuer’s telephone number)
 
     
  (Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer         
o
 
Smaller reporting company
x
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes o   No x
 
As of July 6, 2012, 9,354,000 shares of common stock, par value $0.001 per share, were outstanding.
 
 
 

 
 
EXPLANATORY NOTE
 
 
iGENII, INC. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on July 9, 2012 (the “Original Filing”), solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in eXtensible Business Reporting Language (“XBRL”).
 
This Amendment does not modify or update any other items or disclosures contained in the Original Filing, and does not reflect events occurring after the date of the Original Filing. This Amendment consists solely of the cover page, this explanatory note, and the exhibits filed herewith.
 
 
 

 
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
Exhibits
 
Number
 
 Exhibit
     
31.1
 
Certificate of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
     
101.INS
 
XBRL Instance Document **
     
101.SCH
 
XBRL Taxonomy Extension Schema Document **
     
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document **
     
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document **
     
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document **
 
* Previously filed
 
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.
 
 
 

 
 
SIGNATURE
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: July 17, 2012
 
 
iGENII, INC.
 
 
 
 
 
 
By:
/s/ Ross Lavnikevich
 
 
 
Ross Lavnikevich
 
 
 
President, Chairman of the Board of
Directors and
Chief Executive Officer