UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, DC 20549















FORM 10-K/A


(Amendment No. 4)




(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, 2010or




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 401New 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
oNon-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 February 14, 2012 9,312,000 shares of common stock, par value $0.001 per share, were outstanding.









EXPLANATORY NOTE




iGenii, Inc.  is filing this Amendment No. 4 (the “Amendment No. 4”) to its Yearly Report on Form 10-K for the fiscal year ended December 31, 2010, which was originally filed on March 29, 2011 (the “Original Filing”) for the sole purpose of furnishing




1.    Revising Item 9A. Control and Procedures section.

2.    Recertification


No other changes have been made to the Original Filing. This Amendment No.4 does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-K for the fiscal year ended December 31, 2010.









Table of Contents




PART I

1Item 1.

Business

1Item 1A.

Risk Factors

3Item 1B.

Unresolved Staff Comments

5Item 2.

Properties

5Item 3.

Legal Proceedings

5Item 4.

Submission of Matters to a Vote of Security Holders

5PART II

5Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

5Item 6.

Selected Financial Data

7Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

7Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

8Item 8.

Financial Statements and Supplementary Data

8Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

9Item 9A(T).

Controls and Procedures

9PART III

10Item 10.

Directors, Executive Officers and Corporate Governance

10Item 11.

Principal Accounting Fees and Services

11PART IV

11Item 15.

Exhibits, Financial Statement Schedules

11









Forward-Looking Statements




From time to time, we may provide information, whether orally or in writing, including certain statements in this Annual Report on Form 10-K, which are deemed to be “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Litigation Reform Act”). These forward-looking statements and other information are based on our beliefs as well as assumptions made by us using information currently available.




The words “believe,” “plan,” “expect,” “intend,” “anticipate,” “estimate,” “may,” “will,” “should” and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended or using other similar expressions. We do not intend to update these forward-looking statements, except as required by law. In accordance with the provisions of the Litigation Reform Act, we are making investors aware that such forward-looking statements, because they relate to future events, are by their very nature subject to many important factors that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Annual Report on Form 10-K, any exhibits to this Form 10-K and other public statements we make. Such factors are discussed in the “Risk Factors” section of this Annual Report on Form 10-K.




PART I




ITEM 1.   BUSINESS


We were incorporated under the laws of the State of Delaware on February 22, 2008.  We are an early stage company that is focused on becoming an interactive-services and media company. Our primary activities involve designing, creating and marketing the following core services: interactive web site planning, design and development, as well as Internet marketing and advertising consulting services.




Our marketing services are also expected to include, without limitation, search engine marketing, banner advertising, news group postings, statistical counters, web site tracking logs, as well as traditional marketing methods. At this stage of our development, all services will be provided by our officers and directors and the persons employed in our sales department.




Target Markets and Marketing Strategy


Our operational activities since our incorporation on February 22, 2008 consist primarily of direct telephone sales of our products mainly to small businesses and individuals.  We mainly sell inexpensive web sites, hosting and search engine optimization. During the next 12 months, we will continue our marketing efforts toward executing our strategy in low end internet market. We also hope to target larger private and government   end-users, via RFP’s




1




Our other marketing initiatives will include the following: placement of print advertisements in small business, entrepreneurial, and special interest magazines; placement of advertisements and links to our website in industry focused websites; promoting our products at industry tradeshows and cable TV advertisements. We believe that these marketing initiatives will optimize our access.  We hope to execute our marketing strategy with the assistance of sales representatives we intend to hire or by engaging an outside marketing firm. In addition, with our website now operational we intend to execute an internet specific marketing campaign. Such marketing would include “pay-per-click” keyword campaigns on major search engines such as Google and Yahoo and Search Engine Optimization (“SEO”). SEO is the process of improving the volume and quality of traffic to a web site from search engines via “natural” (“organic” or “algorithmic”) search results for targeted keywords. Usually, the higher a site “ranks”, the more searchers will visit that site. SEO means ensuring that web sites are accessible to search engines and are focused in ways that help improve the chances they will be found. An organic search is a process by which internet users find web sites having unpaid search engine listings, as opposed to using the pay per click (PPC) advertisement listings displayed among the search results. Our marketing initiatives will create brand awareness and should help drive traffic to our website. We estimate that the marketing expenses for the next 12 months will be approximately $10,000,000 in order to reach our targeted audience; our management thinks that we have the window of opportunity to reach former Yellow Pages clientele, that naturally needs iGenii’s SEO service.




Growth Strategy




Our objective is to become a leading provider of web development and search engine optimization products. We believe there are significant opportunities to increase our revenues through the further implementation of our operating strategy and by growing our customer base, both organically and through strategic acquisitions. Key elements of our growth strategy for the next 12 months will focus on the most efficient methods to acquire new customers and increase sales with existing customers. We intend to implement our growth strategy through the following methods:


●
selectively expand our web development and SEO product lines;●
target new categories of customers such as large private firms, not-for-profits and governmental entities;●
tailor our marketing, advertising and promotions to attract new customers and increase sales with existing customers;●
actively seek to evaluate opportunities to develop or acquire businesses within web development and SEO categories or with a similar customer base;●
attend tradeshows in order to create awareness of our company and products;




●
hire an independent sales reps; and●
enhance relationships with clients by providing high quality customer service which will include low prices, efficient and timely product fulfillment, and providing excellent communication channels between our company and our customers.




Competition




The web development and SEO market is highly fragmented and competitive. We compete directly or indirectly with the following categories of companies: web.com and verizone.net. Many of our competitors have a substantially greater market presence, name recognition and financial, distribution, marketing and other resources than we have. In addition, if our competitors reduce their prices, we may have to reduce our prices in order to compete. As a result of this competition, we may need to spend significant sums on advertising and promotion. If these competitors were to begin offering a broader array of competing products, or if any of the other factors listed above occurred, our revenues could be reduced or our costs could be increased, resulting in reduced profitability.




2




Significant Customers
 Company has no major customers that represent any substantial percentage of sales.
  Employees
 We have 13 employees.
 
 ITEM 1A.  RISK FACTORS
 The Company’s business is subject to numerous risk factors, including the following.
  1.           Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
 We were incorporated on February 22, 2008. Since our inception, we have not entered into any contracts or significant relationship. Our limited operating history, based upon limited revenues and a lack of profitability makes it difficult to evaluate our business on the basis of historical operations. As a consequence, our past results may not be indicative of future results. Although this is true for any business, it is particularly true for us because of our limited operating history. Reliance on historical results may hinder our ability to anticipate and timely adapt to increases or decreases in sales, revenues or expenses. For example, if we overestimate our future sales for a particular period or periods based on our historical growth rate, we may increase our overhead and other operating expenses to a greater degree than we would have if we correctly anticipated the lower sales level for that period and reduced our controllable expenses accordingly.  If we make poor budgetary decisions as a result of unreliable historical data, we could continue to incur losses.
  2.           The revenue of our business model is proven and our success is dependent on our ability to develop and then expand our customer base.
 Our business model is to generate revenues from the sale of web development and SEO to small and medium size private businesses. Our business model is new, and our ability to generate revenue is unproven. During the fiscal year ended December 31, 2010, a significant portion of our revenues was generated from sales under $200. It is not possible for us to predict the future level of demand for our products that will be generated by these customers or the future demand for the products in the end-user marketplace. Our success is dependent on our ability to develop and then expand our customer base. We believe that we are able to generate more revenues; we will be able to earn higher profits and continue operations.  The past history upon which we base our assumption as to the likelihood that we will prove successful, and we can provide investors with assurance that we will generate bigger operating revenues and will achieve greater operating profitability.
  3.           We do not require additional funding in the future and our operations generate sufficient cash flow to maintain and grow current operation.
 For the year ended December 31, 2010, we had gross revenues of $573,353and selling, general, and administrative expenses of $552,756and net income of $20,597.  If we continue to realize similar gross margins, we will continue to generate sufficient cash flow and will be able to fund our operating expenses over the next twelve months. We constantly increasing our sales force in order to continuously increase sales and thereby increase our cash position.
  4.           We may be unable to anticipate changes in consumer preferences for web development and SEO, which may result in decreased demand for our products and may negatively affect our revenues and our operating results.
 Our continued operation in the sales of web development and SEO products is in large part dependent on our ability to anticipate selling products that appeal to the changing tastes, spending habits and preferences of customers. If we are not able to anticipate and identify new consumer trends and sell new products accordingly, demand for our products may decline and our operating results may be adversely affected. In addition, we may incur significant costs relating to identifying new consumer trends and marketing new products or expanding our existing product lines in reaction to what we perceive to be a consumer preference or demand.  Such development or marketing may not result in the level of market acceptance, volume of sales or profitability anticipated.
 
 3
  5.           The loss of our Chief Executive Officer or our inability to recruit a suitable replacement may harm our business.
 We are highly dependent on the Chief Executive Officer, Mr. Ross Lavnikevich, to manage our overall operations and identify new products to expand our sales and enhance our existing product line. We do not maintain key man life insurance on any of our officers and directors. The loss of Mr. Lavnikevich  would have a material adverse effect on our business and operations. If we were to lose his services, or if he is not available to us when we need him, our ability to continue our business model would suffer and we may be forced to cease operations until such time as we could hire a suitable replacement.
 6.           We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.
 Our Certificate of Incorporation authorizes the issuance of 95,000,000 shares of common stock, par value $0.001 per share, of which 9,272,900 shares are issued and outstanding. Therefore we would ask SEC to authorize more shares to be issued.  The future issuance of shares of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
 7.           Our common shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
 The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
 ●
that a broker or dealer approve a person’s account for transactions in penny stocks; and●
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
 In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
 ●
obtain financial information and investment experience objectives of the person; and●
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to becapable of evaluating the risks of transactions in penny stocks.
 The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
 ●
sets forth the basis on which the broker or dealer made the suitability determination; and●
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
 Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common shares and cause a decline in the market value of our stock.
  Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 8.           Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
 We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless the value of such shares appreciates and they sell them. There is no assurance that stockholders will be able to sell shares when desired.
  4
  9.           We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
 Our Certificate of Incorporation authorizes us to issue up to 5,000,000 shares of “blank check” preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock,
 your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
 
 ITEM 1B.  UNRESOLVED STAFF COMMENTS
 None.
 ITEM 2.  PROPERTIES
 The Company’s leases 1,700 sq. feet office, located at 40 Exchange Place, New York, NY 10005. Company pays $2,800 rent on 60 month lease.
 
 ITEM 3.  LEGAL PROCEEDINGS
 There is no litigation pending or threatened by or against the Company.  The Company may become involved in legal proceedings in the ordinary course of its business.
  ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 No matters were submitted to a vote of the Company’s shareholders during the fiscal year ended December 31, 2010.
  PART II
  ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 MARKET INFORMATION
 Our Registration Statement, as filed with the SEC on Form S-1 on August 21, 2008, was declared effective by the SEC on August 28, 2008. Company registered with FINRA and received Ticket Symbol IGNI on January 13, 2011.
 DIVIDEND POLICY
 The Company has never paid cash dividends on any of its securities. The Company currently intends to retain any earnings for use in its operations and does not anticipate paying cash dividends in the foreseeable future. Future dividend policy will be determined by the Company’s Board of Directors based upon the Company’s earnings, if any, its capital needs and other relevant factors.
 RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM UNREGISTERED SECURITIES
  5
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  The following table lists, as of December 31, 2010, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of  a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
  The percentages below are calculated based on 9,295,200 shares of our common stock issued and outstanding as of December 31, 2010.  We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.  Unless otherwise indicated, the address of each person listed is c/o iGenii Inc., 40 Exchange Place, New York, NY 10005.
  Name of Beneficial Owner

Title Of Class

Amount and Nature of

Beneficial Ownership


Percent of ClassRoss Lavnikevich

Common Stock


3,038,740



32.69
%Rafael Abdurachmanov

Common Stock


2,502,000



26,92
%Rafael Mordukhaev

Common Stock


3,194,000
(1)


35.36
%Directors and Officers as a Group (3 person)

Common Stock


8,712,000



93.97
%
  (1)  Includes 64,000 shares of common stock owned by Elena Mordukhaev, the wife of Rafael Mordukhaev.
  DIRECTOR INDEPENDENCE
  We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  On July 19, 2010 Ross Lavnikevich, our President, Chief Executive Officer and a director, purchased 10,000 common shares for the aggregate consideration of $5,000.  This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Lavnikevich was our officer and director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering As of December 31, 2010 Ross Lavnikevich owned 3,038,740 shares of our common stock.
  On July 19, 2010 Rafael Mordukhaev, our Secretary, Treasurer and a director purchased 10,000 common shares for the aggregate consideration of $5,000.   This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Mordukhaev was our officer and director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. As of December 31, 2010 Rafael Mordukhaev owned 3,130,000 shares of our common stock.
  6
  On July 16, 2010 Rafael Abdurachmanov, our Chief Financial Officer and a director, director purchased 2,000 common shares for the aggregate consideration of $1,000.  This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.  Mr. Abdurachmanov was our officer and a director and had access to all of the information which would be required to be included in a registration statement, and the transaction did not involve a public offering. As of December 31, 2010 Rafael Abdurachmanov owned 2,502,000 shares of our common stock
  ITEM 6.  SELECTED FINANCIAL DATA
 The Company is not subject to this requirement since it is a smaller reporting company.
 
 ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 This discussion contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the Securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. We are an early stage company engaged in the direct sales of outdoor camping and survival products mainly to commercial resellers and governmental agencies involved in emergency management and public safety.
  Business Overview
 iGenii is a full service internet provider. We are involved in all phases of web development, hosting and search engine optimization for wide variety of business from small mom-and-pop shops to big multi-nationals, we also serve non-for-profit and governmental entities. iGenii developed SEP or Search Engine Positioning formula that allows businesses to be placed on 1st page of Google’s natural or organic search  in relevant business category. We are working on supplanting Yellow Pages’ service in Local Business Search.
  Results of Operation
 For the year ended December 31, 2010, we had gross revenues of $573,353, representing an increase of $203,268, or 65% compare to the year ended December 31, 2009. We increased our sales force which allowed us to increase drastically sale and profit margins. We are constantly working on increasing our sales force and our ability to reach more clientele and to enlarge our customer base.
  The selling, general and administrative expenses were $552,756 for the fiscal year ended December 31, 2010 compared to $482,903 for the year ended December 31, 2009. The production efficiency allowed Company to increase its cost by $90,449 or only 19% from prior year expenses. We hope to maintain our ability to keep costs of sale under control in next 12 month.
  For the year ended December31, 2010 Company was able to generate net profit of $20,597, compared to net loss of $112,818 for the fiscal year ended December 31, 2009. The increase in gross profit of $133,415 was due to better sales performance and greater cost savings and production efficiencies. This allowed Company to reduce its Current Liabilities to $21,389 from $39,890 and to increase its cash position to $21, 796 from $923 by the end of the fiscal year ended December 31, 2010. We hope to maintain positive momentum and increase Company’s profitability in the next 12 months.
  7
  Liquidity and Capital Resources
 Our cash increased to $21,795, as compare to $923 on December 31, 2009.
 In 2010 Company sold common stock for $11,300. The proceeds from the sale of the shares were used to fund our accounts payable from prior years among others, professional fees, insurance, payroll and office expenses.  Managements believe that company should operate without loans and therefore asked majority stakeholders to purchase additional shares.  We believe that funds generated by current operations will be sufficient to fund our operating expenses over the next twelve months. If our operating revenues during the next twelve months are similar to those of the previous twelve months, we will be able to finance our continued operations from our operating revenues and will have no need to raise the funds to pay for these expenses.  We have no need to borrow money from shareholders or issue debt at present and 12 next month and therefore we currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our ability to raise funds for a marketing program will be limited to equity financing through the sale of additional shares.
  We believe that our current cash position, our increase in sales and commitments from officers, Directors and current stockholders we will have sufficient working capital for the next 12 months.
  Critical Accounting Policies and Estimates
 Use of Estimates
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
  Long-Lived Assets
 Since inception, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.”  The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144.  SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.  Based on its review, the Company believes that, as of December 31, 2010, there were no significant impairments of its long-lived assets.
  Revenue Recognition
 The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
  Off-Balance Sheet Arrangements
 We have no off-balance sheet arrangements.
 
 ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 The Company is not subject to this requirement since it is a smaller reporting company.
  ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 The Financial Statements of the Company called for by this item are contained in a separate section of this report.  See “Index to Consolidated Financial Statements” on Page F-1.
  8
  ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
 
 Acquavella, Chiarelli, Shuster, Berkower & Co. is our auditors. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.
 
 ITEM 9A(T).  CONTROLS AND PROCEDURES
  Evaluation of Disclosure Controls and Procedures
  Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K.
  Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2010, our disclosure controls and procedures were ineffective.
  Management’s Report on Internal Control over Financial Reporting
  The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:
 - pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
 - provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of our management and directors; and
 - provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, the Company assessed the effectiveness of the internal control over financial reporting as of December 31, 2010. In making this assessment, we used the criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this assessment and on those criteria, the Company concluded that material weakness exists in the internal controls as of December 31, 2010.
  A material weakness in the Company’s internal controls exists in that, beyond the Company’s CFO there is a limited financial background amongst other executive officers or the board of directors. This material weakness may affect management’s ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP. In making this assessment, our management used the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As a result of the material weaknesses described above, our management concluded that as of December 31, 2010, we did not maintain effective internal control over financial reporting based on the criteria established in Internal Control — Integrated Framework issued by the COSO.
  This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. The Company is a smaller reporting company and, as such, management’s report is not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this Annual Report.
  9
  PART III
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
  Directors and Executive Officers
 Set forth below is certain information relating to our current sole director and executive officer, including his name, age, and business experience.
  Name and Business Address

Age

PositionRoss Lavnikevich

43

President, Chief Executive Officer and DirectorRafael Abdurachmanov

46

Chief Financial Officer and DirectorRafael Mordukhaev

46

Treasurer, Secretary and Director
  Ross Lavnikevich has been our President, Chief Executive Officer and a Director since our inception on February 22, 2008. Since 1992, Mr. Lavnikevich has worked at a Computer Scientist for Citibank, Merrill Lynch, NYSE and Solomon Brothers. Mr. Lavnikevich obtained a B.S. in Electronic Engineering from New York Polytechnic University in 1992.
  Rafael Abdurachmanov has been our Chief Financial Officer and a Director since our inception on February 22, 2008. Mr. Abdurachmanov has over 20 years of diversified Public and Private Accounting experience. From 2003 to 2006, Mr. Abdurachmanov worked with the accounting firm of Morgenstern Svoboda & Baer, CPAs, P.C. and From 2001 to 2003 he worked as a certified public accountant with BuyFuton.com. From 1998 to 2001, Mr. Abdurachmanov worked with the accounting firm of Deloitte & Touche, LLC. as a certified public accountant. Mr. Abdurachmanov obtained a B.A. in Economics, Accounting and Informational Systems from the City University of New York, Queens College.
  Rafael Mordukhaev has been our Treasurer, Secretary and Director since our inception on February 22, 2008. Since 2003 Mr. Mordukhaev has been a real estate developer and is currently the owner and manager of Cross Town Realty LLC. In 1992, Mr. Mordukhaev founded CityRide Transportation, a limousine company. Mr. Mordukhaev graduated from Tashkent Radio and Television Broadcasting Institute in 1988.
  There are no familial relationships among any of our directors or officers.  None of our directors or officers is a director in any other U.S. reporting companies.  None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years.  The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.
  Each director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders.  Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.
  Outstanding Equity Awards
 During the fiscal year ended December 31, 2010, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards.
  Executive Compensation
  Executive officers and directors did not receive or earn any cash or non-cash compensation during the last two years.
  10
  ITEM 11. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 AUDIT FEES
 The aggregate fees billed for professional services rendered by our principal accountant for the audit of our financial statements, review of financial statements included in our quarterly reports and other fees that are normally provided by the accountant in connection with statutory and regulatory filings or engagements during the years ended December 31, 2010 and 2009 were $14,000 and $10,000 each respectively.
 AUDIT COMMITTEE
 The Company’s Board of Directors functions as its audit committee.  We do not currently have a “financial expert”, as such term is defined under the Securities Exchange Act, on the Board of Directors. It is the policy of the Company for all work performed by our principal accountant to be approved in advance by the Board of Directors. All of the services described above in this Item 14 were approved in advance by our Board of Directors.
  PART IV
  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Financial Statements.
 See index to financial statements
 Exhibits
  Number

Exhibit31.1*

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.* Previously filed
  11
  SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
  Date: February 14, 2012
  iGENII, INC.By:
/s/ Ross LavnikevichRoss LavnikevichPresident, Chairman of the Board of Directors and

Chief Executive Officer
  POWER OF ATTORNEY
  KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ross Lanikevich, Rafael Abdurachmanov and Rafael Mordukhaev, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
  Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
  Signature

Title

Date/s/    Ross Lavnikevich

President, Chairman of the Board of Directors and Chief

February 14, 2012Ross Lavnikevich

Executive Officer (Principal Executive Officer)/s/    Rafael Abdurachmanov

Chief Financial Officer (Principal Financial and Accounting

February 14, 2012Rafael Abdurachmanov

Officer) and Director/s/    Rafael Mordukhaev

Treasurer and Director

February 14, 2012Rafael Mordukhaev
  12
  iGENII, INC.
 FINANCIAL STATEMENTS
 (AUDITED)
 DECEMBER 31, 2010
  
  TABLE OF CONTENTS
 Report of Independent Registered Public Accounting Firm

F-1Balance Sheets

F-2Statements of Operations

F-3Statements of Cash Flows

F-4Statements of Stockholders Equity

F-5Notes to Financial Statements

F-6 - F-10
  
  ACSB Acquavella, Chiarelli, Shuster, Berkower & Co., LLP517 Route One
C e r t i f i e d  P u b l i c  A c c o u n t a n t s

a n d  A d v i s o r s
330 7th AvenueIselin, New Jersey 08830

Suite 202732. 855.9600

New York, NY 10001Fax:732.855.9559

212.867.1319www.acsbco.com
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Stockholders of
 iGENII, Inc.
  We have audited the accompanying balance sheets of iGENII, Inc.(the “Company”) as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity and cash flows for the two years ended.  The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
  We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that out audits provide a reasonable basis for our opinion.
  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of iGENII, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
  /S/ ACQUAVELLA, CHIARELLI, SHUSTER, 
BERKOWER & CO., LLP
  New York, New York
 April 8, 2011
 New York

●

New Jersey

●

San Francisco

●

Los Angeles

●

Cayman Islands
  F-1
  iGENII, INC.
 BALANCE SHEETS (AUDITED)
 AS OF DECEMEBER 31,
  2010


2009ASSETSCurrent AssetsCash and cash equivalents

$
21,796


$
923Total Current Assets


21,796



923Equipment, net


9,710



12,954Intangibles, net


1,103



3,086Infinite life intangibles


22,000



22,000Security deposit


2,000



4,200Total Assets

$
56,608


$
43,163LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent LiabilitiesAccounts payable and accrued expenses

$
21,389


$
39,840Total Current Liabilities


21,389



39,840Stockholders’ EquityCommon stock, $.001 par value, 95,000,000 shares authorized, 9,295,200 and 9,272,900 issued and outstanding,  respectively


9,295



9,273Preferred stock,  5,000,000 shares authorized


-



-Additional paid in capital


235,656



224,378Accumulated deficit


(209,732
)


(230,328
)Total Stockholders’ Equity


35,219



3,323Total Liabilities and Stockholders’ Equity

$
56,608


$
43,163
  The accompanying notes are an integral part of these financial statements.
  F-2
  iGENII, INC.STATEMENTS OF OPERATIONSFOR THE YEAR ENDED DECEMBER 31,

(AUDITED)
  2010


2009Sales, net

$
573,353


$
370,085Selling, general and administrative expenses


552,756



482,903Income (loss) from operations


20,597



(112,818
)Net income (loss)

$
20,597


$
(112,818
)Net income per common shareBasic and diluted

$
.00


$
(.01
)Weighted average common shares outstandingBasic and diluted


9,282,750



9,206,425
  The accompanying notes are an integral part of these financial statements.
  F-3
  iGENII, INC.STATEMENT OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31,

(AUDITED)
  2010


2009CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
20,597


$
(112,818
)Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization


5,907



5,875Security deposit


2,200



(2,000
)Increase / (decrease) in current liabilities:Accounts payable


(18,452
)


32,525Total Adjustments


(10,345
)


36,400Net cash provided/(used) by operating activities


10,252



(76,418
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of computer equipment


(680
)


-Purchase of infinite life intangibles






(7,000
)Net cash used by investing activities


(680
)


(7,000
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sales of common stock


11,300



73,370Collection of subscriptions receivableNet cash  used by financing activities


11,300



73,370Net change in cash and cash equivalents


20,872



(10,048
)Cash and cash equivalents, beginning balance


923



10,971Cash and cash equivalents, ending balance

$
21,795


$
923SUPPLEMENTAL DISCLOSURES:Cash paid during the year for:Income tax payments

$



$Interest payments

$
-


$
-
  The accompanying notes are an integral part of these financial statements.
  F-4
  iGENII, INC.STATEMENT OF STOCKHOLDERS’ EQUITYFOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

(AUDITED)
  AdditionalPaid-In Capital


Retained Earnings(Accumulated Deficit)


Total Stockholders’ Equity/ (Deficit)Common StockShares


AmountBalance - December 31, 2008


9,126,160


$
9,126


$
151,155


$
(117,510
)

$
42,771Sale of common stock


146,740



147



73,223







73,370Net loss














(112,818
)


(112,818
)Balance – December 31, 2009


9,272,900


$
9,273


$
224,378


$
(230,328
)

$
3,323Sale of common stock


22,300



22



11,278







11,300Net income














20,597



20,597Balance – December 31, 2010


9,295,200


$
9,295


$
235,656


$
(209,731
)

$
35,220
  The accompanying notes are an integral part of these financial statements.
  F-5
  iGENII, INC.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2010
  Note 1 - ORGANIZATION
  iGenii, Inc. was incorporated on February 22, 2008 under the laws of the State of Delaware.  The Company is now engaged in Internet consulting business. The Company exists to provide fast, reliable technical assistance to any business entity in order to achieve meaningful internet presence. The nature of company’s business allows company to deal with clients all over US and worldwide. Presently majority of our clients are US based entities.
  Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Basis of Presentation
  The accompanying financial statements have been prepared in conformity with accounting principle generally accepted in the United States of America.
  Use of Estimates
  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
  Risks and Uncertainties
  The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets.
  F-6
  iGENII, INC.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2010
  Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Contingencies
  Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
  If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.
  Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.
  Long-Lived Assets
  Since inception, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.”  The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144.  SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets.  Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal.  Based on its review, the Company believes that, as of December 31, 2010, there were no significant impairments of its long-lived assets.
  F-7
  iGENII, INC.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2010
  Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  Fair Value of Financial Instruments
  Statement of Financial Accounting Standard No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.
  Revenue Recognition
  The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.
  Advertising
  Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising.  The Company expenses all advertising costs as incurred.
  Income Taxes
  The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
  Intangibles
 Website and trademarks
 Intangible assets are amortized using the straight-line method over their estimated period of benefit. Evaluation of the recoverability of intangible assets is made annually to take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. Not all of our intangible assets are subject to amortization. No impairments of intangible assets have been identified during any of the periods presented. On July 1, 2008 Company signed agreement to purchase a website and telephone number for $20,000.  $5,000 of the purchase price was allocated to the website and this finite life intangible is being amortized over 36 months using the straight line method.  In addition, the Company paid $950 for registering iGENII’s Trademark. Company purchased additional telephone number for $ 7,000 on May 27, 2009.  This intangible asset’s finite life is being amortized over 36 months under the straight line method. The $22,000 paid for the telephone numbers is deemed an intangible asset with an infinite life and is not being amortized.
  F-8
  iGENII, INC.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2010
  Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
  Intangibles(Continued)
  12/31/2010


12/31/2009Website and Trademarks


5,950



5,950Accumulated amortization


(4,847
)


(2,864
)Totals


1,103



3,086
  Amortization expenses were $1,983 for the twelve months ended December 31, 2010.
 Future amortization expense for the company’s finite life intangible assets is estimated to be:
  12/31/2011

$
1,103$
1,103
  Concentration of Credit Risk
  Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities.  The Company places its cash in what it believes to be credit-worthy financial institutions.  The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures.  The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.
  Recent Accounting Pronouncements
  No new accounting pronouncements issued or effective during the fiscal year has had or is expected to have a material impact on the financial statements.
  Note 3 – COMMITMENTS
  On January 6, 2011 the Company sign new leases starting February 15, 2011 for five year until February 2016. Rent expenses were $13,382 and $13,174 for the twelve months ended December 31, 2010 and December 31, 2009, respectively.
 Minimum lease commitments are as follows:
 2011

$
31,8752012

$
35,8002013

$
36,9902014

$
38,1002015

$
39,241Thereafter

$
3,278
  F-9
  iGENII, INC.
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 2010
  Note 4 – INCOME TAXES
 The Company, through its operations in the United States had incurred net accumulated operating losses of approximately $210,000 as of December 31, 2010 for income tax purposes. However, a valuation  allowance has been created to the extent of the amount of the deferred tax asset of approximately $84,000 due to uncertainty of its realization. The Company’s current tax provision is $8,200 offset by a reduction in the net tax asset.
  Note 5 – PROPERTY, PLANT & EQUIPMENT
 Computer equipment depreciated over 5 years using straight line method.
  12/31/2010


12/31/2009Computer Equipment

$
20,130


$
19,450Accumulated Depreciation


(10,420
)


(6,496
)Total

$
9,710


$
12,954
  Depreciation expenses were $3,924 and $3,890 for the twelve months ended December 31, 2010 and December 31, 2009, respectively.
  Note 6 – COMMON STOCK
 On July 20, 2010 the company sold 22,000 shares of common stock for $11,000, and an additional 300 shares of common stock for $300 on December 31, 2010.
  Note 7 – RELATED PARTY TRANSACTIONS
  During 2010 and 2009 the Company paid commissions to officers and directors of $21,345 and $0 in 2009.
  Note 8 – SUBSEQUENT EVENTS
 The Company got ticker symbol on January 13, 2011. The Company has evaluated subsequent events after the balance sheet date of December 31, 2010 through filing of this report, and has determined all material subsequent events have been disclosed.
  On January 13, 2011 the company sold 400 shares for $400.
  On February 22, 2011, the board of directors of the Company adopted stock incentive plan as well as stock option plan under which eligible key employees, officers, directors, consultants and agents of the Company may acquire shares of common stock of the Company Accordingly, the Company reserves 5,000,000 shares of common stock for issuance under Stock Incentive Plan and a maximum of 5,000,000 shares of common stock for issuance under Stock Option Plan.
  On February 22, 2011, the board of directors of the Company granted 90,000 options were issued to three officers of the Company. In addition the board of directors of the Company issued 16,400 restricted shares of the Company’s common stock to 17 employees and contractors as compensation.