UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
  
 
 
 Form 10-K
 
 (Mark One)
 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
 For the fiscal year ended December 31, 2009or
 
 
 
  ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
  
 For the transition period from                      toCommission file number: 333-152775iGenii, Inc.(Exact name of registrant as specified in its charter)
 
 Delaware

(State or Other Jurisdiction of Incorporation or Organization)

26-2046163

(IRS Employer Identification No.)99 W. Hawthorne Ave, Valley Stream, NY

(Address of Principal Executive Offices)

11580

(Zip Code)(516) 599-0064

(Registrant's Telephone Number, Including Area Code)
   
 
 
 
 
 
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yesý Noo
 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. ý
 
 
 
 
 
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition 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

(Do not check if a

smaller reporting

company)

Smaller reporting company ý
 
 
  
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes o    No ý
 
  As of April 13, 2010 9,272,900 shares of common stock, par value $0.001 per share, were outstanding.
  
 
 
 
 
 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

8Item 9A(T).

Controls and Procedures

8PART III

9Item 10.

Directors, Executive Officers and Corporate Governance

9Item 11.

Principal Accounting Fees and Services

10PART IV

10Item 15.

Exhibits, Financial Statement Schedules

10
 
  
 
  
 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 $12,000.
 
 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:
  o
selectively expand our web development and SEO product lines;o
target new categories of customers such as large private firms, not-for-profits and governmental entities;o
tailor our marketing, advertising and promotions to attract new customers and increase sales with existing customers;o
actively seek to evaluate opportunities to develop or acquire businesses within web development and SEO categories or with a similar customer base;o
attend tradeshows in order to create awareness of our company and products;
 o
hire an independent sales reps; ando
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 5 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 unproven 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, 2009, a significant portion of our revenues was generated from sales under $100. 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 cannot guarantee that we will ever be successful in doing this in order to generate revenues in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.
 
 3.           We may require additional funding in the future and our operations could be curtailed if we are unable to obtain required additional funding when needed.
 
 For the year ended December 31, 2009, we had gross revenues of $370,085 cost of sales of $482,603 and net loss of $112,818.  If we continue to realize similar gross margins, we will continue to have cash flow problems and will not be able to fund our operating expenses over the next twelve months. We anticipate that we will require a minimum of $250,000 to fund our activities for the next twelve months. We hope that we may be able to increase sales and thereby increase our cash position. However, there is no assurance that we will be successful in this regard or that the increase in sales will raise cash positions to sufficient levels. We may therefore require additional funding to sustain operations through the next twelve months. The inability to raise the required capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations.  If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause the Company to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.
 
 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. Lavnikevichr 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. 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 has no properties and at this time has no agreements to acquire any properties.  The Company’s office is located at 99 West Hawthorne Ave, Valley Stream, NY 11580. Company pays $1,075 rent on 18 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, 2009.
 
 
 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. Due to the market condition company did not initiated registration with FINRA as of December 31, 2009.
 
 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
 
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
 The following table lists, as of December 31, 2009, 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.
 
 5
  The percentages below are calculated based on 9,272,900 shares of our common stock issued and outstanding as of December 31, 2008.  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., 99 W. Hawthorne Ave, Suite 610, Valley Stream, New York, 11580.
 
 Name of Beneficial Owner
Title Of Class
Amount and Nature of

Beneficial Ownership
Percent of ClassRoss Lavnikevich
Common Stock
3,028,740
32.66%Rafael Abdurachmanov
Common Stock
2,500,000
26,96%Rafael Mordukhaev
Common Stock
3,184,000(1)
34.34%Directors and Officers as a Group (3 person)
Common Stock
8,712,740
93.66%
 
 (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 February 22, 2008 by action taken by our board of directors, we issued 3,000,000 shares of our common stock to Ross Lavnikevich, our President, Chief Executive Officer and a director, at the purchase price of $0.0073 per share for the aggregate consideration of $21,900.  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. In addition company sold to Ross Lavnikevich following shares: On August 15, 2009, the Company sold 24,740 shares of common stock for $12,370 and an additional 4,000 shares of common stock for $2,000 on December 22, 2009. As of December 31, 2009 Ross Lavnikevich owned 3,028,740 shares of our common stock.
 6
 
 On February 22, 2008 by action taken by our board of directors, we issued 2,936,000 shares of our common stock to Rafeal Mordukhaev, our Secretary, Treasurer and a director at the purchase price of $0.0073 per share for the aggregate consideration of $21,433.  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. In addition company sold to Rafael Mordukhaev following shares: On September 16, 2008 20,000 of common stock for $10,000, on October 11, 2008 20,000 of common stock for $10,000, on November 6, 2008 20,000 of common stock for $10,000, on November 14, 2008 10,000 of common stock for $5,000, on December 9, 2008 20,000 of common stock for $10,000,  on January 16, 2009 20,000 shares of common stock for $10,000, on February 23, 2009 20,000 shares of common stock for $10,000, on May 8, 2009 10,000 shares of common stock for $5,000, on May 13, 2009 20,000 shares of common stock for $10,000, on August 5, 2009 10,000 shares of common stock for $5,000, on September 8, 2009 10,000 shares of common stock for $5,000 and an additional 4,000 shares of common stock for $2,000 on December 22, 2009. As of December 31, 2009 Rafael Mordukhaev owned 3,120,000 shares of our common stock.
  On February 22, 2008 by action taken by our board of directors, we issued 2,500,000 shares of our common stock to Rafeal Abdurachmanov, our Chief Finanical Officer and a director, at the purchase price of $0.0073 per share for the aggregate consideration of $18,250.  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.
 
 In February 2008, by action taken by our board of directors, we issued an additional 500,000 shares of our common stock to the following persons, in the amounts set forth opposite their names, at the purchase price of $.0073 per share for the aggregate purchase price of $3,650:
  Name
Number of SharesBoris Abdurachamnov
100,000Josef Abdurachamnov
100,000Isak Abdurakhamnov
100,000Jacob Josefson
100,000Pinchas Chaimov
100,000
 
 Each issuance was made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.  Each of the above persons is a founder of our Company 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.
 
 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 ANDRESULTS 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.
 
 7
 
 Results of Operation
 
 For the year ended December 31, 2009, we had gross revenues of $370,085, cost of sales was $482,603 and net loss was $112,518. For the year ended December 31, 2008, we had gross revenues of $132,679, cost of sales was $250,189 and net loss was $117,510.
 
 Liquidity and Capital Resources
 
 As of December 31, 2008, we had a cash balance of $10,971 and $923 on December 31, 2009.
 
 In a private placement completed in May 2008, we raised $115,281 from the 49 selling security holders, thereafter additional 128,310 were raised. The proceeds from the sale of the shares were used to fund our operating expenses which include among others, professional fees, insurance, payroll and office expenses.  We do not believe that such funds 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 not be able to finance our continued operations from our operating revenues and will have to raise the funds to pay for these expenses.  We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party.  There can be no assurance that additional capital will be available to us.  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 inability to raise funds for a marketing program will have a severe negative impact on our ability to remain a viable company.
 
 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.
 
 ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL 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
 
 (a) Evaluation of disclosure controls and procedures
 
 The Company’s Chief Executive Officer (acting also as the principal financial officer) has conducted an evaluation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of December 31st, 2008.  Based on his evaluation, the Company’s Chief Executive Officer has concluded that the Company’s disclosure controls and procedures were effective as of the end of such period.
 
 (b) Changes in internal controls
 
 Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
  8
 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

42

President, Chief Executive Officer and DirectorRafeal Abdurachmanov

45

Chief Financial Officer and DirectorRafeal Mordukhaev

45

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, 2009, none of our directors or executive officers held unexercised options, stock that had not vested, or equity incentive plan awards.
  9
 
 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, 2009 and 2008 were $10,000 each.
 
 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.
 
  10
  SIGNATURES
 
 Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13thday of April, 2010.
 
  REGISTRANT
  
 iGenii, Inc.By:
/s/ Ross LavnikevichName:
Ross LavnikevichTitle:
President, Chief Executive Officer,

and Director (Principal Executive

Officer)
 By:
/s/ Rafael AbdurachmanovName:
Rafael AbdurachmanovTitle:
Chief Financial Officer, Treasurer

and Director (Principal Financial and

Accounting Officer)
 11
 iGENII, INC.
 FINANCIAL STATEMENTS
 (AUDITED)
 DECEMBER 31, 2009
 
 
 
 
 
 
 
 
 
 
 
 TABLE OF CONTENTS
 Report of Independent Registered Public Accounting Firm
F-2Balance Sheeets
F-3Statements ofOperations
F-4Statements of Cash Flows
F-5Statements of Stockholders Equity
F-6Notes to Financial Statements
F-7 - F-13
  
  
 ACSBAcquavella, Chiarelli, Shuster, Berkower & Co., LLP
 517 Route One
1 Penn PlazaIselin, New Jersey 08830
36th Floor732. 855.9600
New York, NY 10119Fax:732.855.9559
212.786.7510www.acsbco.com
 
 Report of Independent Registered Public Accounting Firm
 
 Board of Directors and Stockholders of
 iGENII Inc.
 
 We have audited the accompanying balance sheets of iGenii, Inc. (“the Company”) as of December 31, 2009 and 2008, and the related statements of income, comprehensive losses, statement of stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2009 and 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides 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, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2009, in conformity with generally accepted accounting principles in the United States of America.
 
 
 The accompanying financial statements have been prepared assuming that the company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations which raises substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from this uncertainty.
 
 
 
 Acquavella, Chiarelli, Shuster, Berkower & Co., LLP
 Certified Public Accountants
 
 New York, NY
 April 13, 2010
  F-2
 
 iGENII, INC.
 BALANCE SHEETS (AUDITED)
 AS OF DECEMEBER 31, 2009 AND DECEMBER 31, 2008





12/31/2009


12/31/2008ASSETS


(Audited)


(Audited)Current AssetsCash and cash equivalents

$
923


$
10,971Total Current Assets


923



10,971Equipment , net



12,954



16,844Intangibles, net



3,086



5,070Infinite life intangibles


22,000



15,000Security deposit



4,200



2,200Total Assets


$
43,163


$
50,085LIABILITIES AND STOCKHOLDERS'EQUITYCurrent LiabilitiesAccounts payable and accrued expenses

$
39,840


$
7,314Total Current Liabilities


39,840



7,314Stockholders' EquityCommon stock, $.001 par value, 95,000,000shares authorized, 9,272,900 & 9,126,160 issued


9,273



9,126and outstanding, respectivelyPreferred stock, 5,000,000 shares authorized


-



-Additional paid in capital


224,378



151,155Retained deficit



(230,328
)


(117,510
)Total Stockholders' Equity


3,323



42,771Total Liabilities and Stockholders' Equity

$
43,163


$
50,085





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





F-3






iGENII, INC.


STATEMENTS OF OPERATIONS  FOR THE YEAR ENDED DECEMBER 31, 2009AND, 2008
 (AUDITED)









12/31/2009


12/31/2008Sales, net

$
370,085


$
132,679Selling, general and administrative expenses


482,603



250,189Income (loss) from operations


(112,518
)


(117,510
)Income (loss) before income taxes


(112,518
)


(117,510
)Provision for income taxes


300



-Net income (loss)

$
(112,818
)

$
(117,510
)Net income per common shareBasic and diluted

$
(.012
)

$
(.013
)Weighted average common shares outstandingBasic and diluted


9,272,900



9,126,160





















































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




F-4




iGENII, INC.
 STATEMENT OF CASH FLOWS  FOR THE YEARS ENDEDDECEMBER 31, 2009 AND 2008
 (AUDITED)










12/31/2009


12/31/2008CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(112,818
)

$
(117,510
)Adjustments to reconcile net income to net cashprovided by operating activities:Depreciation and amortization


5,875



3,486Security deposit


(2,000
)


(2,200
)Increase / (decrease) in current liabilities:Accounts payable


32,525



7,314Total Adjustments


36,400



8,600Net cash provided/(used) by operating activities


(76,418
)


(108,910
)CASH FLOWS FROM INVESTING ACTIVITIESPurchase of computer equipment


-



(19,450
)Purchase of infinite life intangibles


(7,000
)


(20,950
)Net cash used by investing activities


(7,000
)


(40,400
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from sales of common stock


73,370



110,881Collection of subscriptions receivable






49,400Net cash  used by financing activities


73,370



160,281Net change in cash and cash equivalents


(10,048
)


10,971Cash and cash equivalents, beginning balance


10,971



-Cash and cash equivalents, ending balance

$
(923
)

$
10,971SUPPLEMENTAL DISCLOSURES:Cash paid during the year for:Income tax payments

$
300


$
-Interest payments

$
-


$
-





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




F-5




iGENII, INC.
 STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)  FOR THE YEARS ENDED DECEMBER 31, 2009AND 2008
 (AUDITED)







RetainedAdditional


Earnings


TotalCommon Stock


Paid-In


(Accumulated


Stockholders'Shares


Amount


Capital


Deficit)


Equity/ (Deficit)Balance – February 22, 2008


-


$
-


$
-


$
-


$
-Sale of common stock


9,126,160



9,126



151,155







160,281Net loss for the period ending,Dec 31, 2008














(117,510
)


(117,510
)Balance – December 31, 2008


9,126,160


$
9,126


$
151,155


$
(117,510
)

$
42,771Balance - 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 for the period ending,Dec 31, 2009














(112,818
)


(112,818
)Balance – December 31, 2009


9,272,900


$
9,273


$
224,378


$
(230,328
)

$
3,323
























































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




F-6




iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





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.





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.





Going Concern





These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  As of December 31, 2009, the Company has not recognized significant revenue to date and has accumulated operating losses of approximately $230,328.  The Company’s ability to continue as a going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.  While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.





These conditions raise substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might arise from this uncertainty.





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-7





iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





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.





Cash and Cash Equivalents





Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.





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, 2009, there were no significant impairments of its long-lived assets.




F-8





iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





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





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-9





iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Intangibles(Continued)







12/31/2009


12/31/2008Website and Trademarks


5,950



5,950Accumulated amortization


(2,864
)


(880
)Totals


3,086



5,070





Amortization expenses were $1,983 for the twelve months ended December 31, 2009.





Future amortization expense for the company’s finite life intangible assets is estimated to be:





12/31/2010

$
1,98312/31/2011

$
1,103$
3,582





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





In July, 2006, the FASB issued Interpretation No. 48 (FIN 48), “Accounting for Uncertainty in Income Taxes.”  FIN 48 clarifies the accounting for Income Taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements.  It also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition and clearly scopes income taxes out of SFAS 5, “Accounting for Contingencies.”  FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of these standards had no impact on the Company’s financial statements.




F-10





iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





In September, 2006, FASB issued SFAS 157, “Fair Value Measurements.”  This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.  This Statements applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute.  Accordingly, this Statement does not require any new fair value measurements.  However, for some entities, the application of this Statement will change current practice.  This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of these standards had no impact on the Company’s financial statements.





In December, 2006, the FASB issued FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements” (FSP 00-19-2), which addresses accounting for registration payment arrangements.  FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, “Accounting for Contingencies.”  FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement.  For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance shall be effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The adoption of these standards had no impact on the Company’s financial statements.





In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Asset and Financial Liabilities.”  SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair market value.  SFAS 159 applies to reporting periods beginning after November 15, 2007.  The adoption of these standards had no impact on the Company’s financial statements.





In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements.”   This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary.  It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  SFAS No. 160 is effective for the Company’s fiscal year beginning October 1, 2009. Management is currently evaluating the effect of this pronouncement on financial statements.




F-11




iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





Note 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





In March 2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities.”  The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The new standard also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and hedged items affect its financial position, financial performance, and cash flows. Management is currently evaluating the effect of this pronouncement on financial statements.





On May 8, 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, The Hierarchy of Generally Accepted Accounting Principles, which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS No. 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature.  The Company is currently assessing the impact of SFAS No. 162 on its financial position and results of operations.





In June 2008, the FASB ratified the consensus reached on Emerging Issues Task Force (“EITF”) Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock (“EITF No. 07-05”). EITF No. 07-05 clarifies the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock, which would qualify as a scope exception under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. EITF No. 07-05 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Based on the Company’s evaluation of this issue, the adoption of this accounting requirement has no effect on the Company’s financial statements.





Note 3 – INCOME TAXES





The Company, through its operations in the United States had incurred net accumulated operating losses of approximately $230,000 as of December 31, 2009 for income tax purposes. However, a forty percent allowance has been created on the deferred tax asset of approximately $92,100 due to uncertainty of its realization.




Note 4 – COMMITMENTS





The Company leases office space for $1,075 per month. Company signed an 18 month lease agreement from December 1, 2010 to June 30, 2011, with an option to extend the lease until December 31, 2011.  Rent expenses were $13,174 and $8,800 for the twelve months ended December 30, 2009 and the period from inception through December 30, 2008, respectively.




F-12





iGENII, INC.


NOTES TO FINANCIAL STATEMENTS


DECEMBER 31, 2009





Note 5 – PROPERTY, PLANT & EQUIPMENT





Computer equipment depreciated over 5 years using straight line method.











12/31/2009


12/31/2008Computer Equipment

$
19,450


$
19,450Accumulated Depreciation


(6,496
)


(2,606
)Total

$
12,954


$
1 6,844





Depreciation expenses were $3,890 and $2,606 for the twelve months ended December 31, 2009 and the period from inception through December 31, 2008, respectively.








Note 6 – COMMON STOCK





On January 16, 2009 the company sold 20,000 shares of common stock for $10,000, and an additional 20,000 shares of common stock for $10,000 on February 23, 2009.





On May 8, 2009, the Company sold 10,000 shares of common stock for $5,000, and an additional 20,000 shares of common stock for $10,000 on May 13, 2009.




On August 5, 2009 the company sold 2,000 shares of common stock for $1,000 and an additional 10,000 shares of common stock for $5,000.





On August 14, 2009, the Company sold 2,000 shares of common stock for $1,000, and an additional 24,740 shares of common stock for $12,370 on August 15, 2009.





On September 8, 2009 the company sold 10,000 shares of common stock for $5,000, and an additional 20,000 shares of common stock for $10,000 on September 9, 2009.





On December 22, 2009 the company sold 8,000 shares of common stock for $4,000.