iGenii, Inc. - FORM 10-Q - December 3, 2009

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EX-32.1 - EXHIBIT 32.1 - iGenii, Inc.ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - iGenii, Inc.ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - iGenii, Inc.ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - iGenii, Inc.ex31-2.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarter ended September 30, 2009
 
o           TRANSITION REPORT UNDER 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)
 
 
 
11 Sunrise Plaza
  
 
Suite 304
  
 
Valley Stream, New York 11580
  
 
(Address of principal executive offices)
  
 
  (516) 599- 0064  
 (Issuer’s telephone number)
 
   
 
  (Former name, former address and former fiscal year, if changed since last report)  
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x    No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o
  
Accelerated filer
o
Non-accelerated filer
o
  
Smaller reporting company
x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No x
 
As of November 14, 2009, 9,264,900 shares of common stock, par value $0.001 per share, were outstanding.
 
 
 
 
 
 
 
 
 
 
 
FINANCIAL INFORMATION
 
 
 
 
 
 
 
iGENII, INC.
FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2009
 
TABLE OF CONTENTS
 
 
F-1
 
 
ACSB Acquavella, Chiarelli, Shuster, Berkower & Co., LLP
 
517 Route One
1 Penn Plaza
Iselin, New Jersey 08830
36th Floor
732. 855.9600
New York, NY 10119
Fax:732.855.9559
212.786.7510
www.acsbco.com
  

 
Board of Directors and Stockholders of
 
iGENII Inc.
 
We have reviewed the accompanying balance sheet of iGENII, Inc. (“the Company”) as of September 30, 2009 and the related statement of operations, statement of retained deficit, and cash flows for the nine and three months ended September 30, 2009. These financial statements are the responsibility of the Company’s management.
 
We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
 
Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements referred to above for them to be in conformity with accounting principles generally accepted 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 no established source of revenue and no operations.  This 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
November 14, 2009
 
 
F-2
 
 
iGENII, INC.
AS OF SEPTEMBER 30, 2009 AND DECEMBER 31, 2008
 
   
9/30/2009
(Unaudited)
    
12/31/2008
(Audited)
  
ASSETS
            
Current Assets
            
Cash and cash equivalents
   $ 128     $ 10,971  
                 
Total Current Assets
     128       10,971  
Equipment, net
     13,926       16,844  
Intangibles, net
     3,582       5,070  
Infinite life intangibles
     22,000       15,000  
Security deposit
     2,200       2,200  
Total Assets
   $ 41,836     $ 50,085  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
Current Liabilities
                
Accounts payable and accrued expenses
   $ 34,891     $ 7,314  
                 
Total Current Liabilities
     34,891       7,314  
                 
Stockholders’ Equity
                
                 
Common stock, $.001 par value, 95,000,000 shares authorized, 9,264,900 & 9,126,160 issued and outstanding, respectively
     9,265       9,126  
Preferred stock, 5,000,000 shares authorized
     —       —  
Additional paid in capital
     220,386       151,155  
Retained deficit
     (222,706 )     (117,510 )
                 
Total Stockholders’ Equity
     6,945       42,771  
Total Liabilities and Stockholders' Equity
   $ 41,836     $ 50,085  
The accompanying notes are an integral part of these financial

 
F-3
 
 
iGENII, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND THE PERIOD FROM INCEPTION ON FEBRUARY 22, 2008 TO SEPTEMBER 30, 2008
(UNAUDITED)
 
  
  
9/30/2009
    
9/30/2008
  
             
Sales, net
   $ 256,508     $ 83,493  
Selling, general and administrative expenses
     361,404       164,107  
Income (loss) from operations
     (104,896 )     (80,614 ) 
Income (loss) before income taxes
     (104,896 )     (80,614 ) 
Provision for income taxes
     300       —  
Net income (loss)
   $ (105,196 )   $ (80,614 )
Net income per common share
                
Basic and diluted
   $ (.011 )   $ (.009 )
Weighted average common shares outstanding
                
Basic and diluted
     9,186,427       9,024,328  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4
 
 
iGENII, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEMPTEMBER 30, 2009 AND 2008
(UNAUDITED)
 
  
  
9/30/2009
    
9/30/2008
  
             
Sales, net
   $ 88,440     $ 51,320  
                 
Selling, General and administrative expenses
     134,802       100,219  
Income (loss) from operations
     (46,362 )     (48,899 ) 
Income (loss) before income taxes
     (46,362 )     (48,899 ) 
Provision for income taxes
     —       —  
Net income (loss)
   $ (46,362 )   $ (48,899 )
Net income per common share
                
Basic and diluted
   $ (.005 )   $ (.005 )
Weighted average common shares outstanding
                
Basic and diluted
     9,224,560       9,039,421  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5
 
 
iGENII, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND THE PERIOD FROM INCEPTION ON FEBRUARY 22, 2008 TO SEPTEMBER 30, 2008
(UNAUDITED)
 
  
  
9/30/2009
    
9/30/2008
  
             
CASH FLOWS FROM OPERATING ACTIVITIES
            
Net income (loss)
   $ (105,196 )   $ (80,614 )
Adjustments to reconcile net income to net cash provided by operating activities:
                
Depreciation and amortization
     4,405       2,074  
Security deposit
     —       (2,200 )
Increase / (decrease) in current liabilities:
                
Accounts payable
     27,578       5,429  
Total Adjustments
     31,983       5,303  
                 
Net cash provided/(used) by operating activities
     (73,213 )     (75,311 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES
                
Purchase 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 ACTIVITIES
                
Proceeds from sales of common stock
     69,370       75,881  
Collection of subscriptions receivable
             49,400  
Net cash  used by financing activities
     69,370       125,281  
                 
Net change in cash and cash equivalents
     (10,843 )     9,570  
Cash and cash equivalents, beginning balance
     10,971       —  
Cash and cash equivalents, ending balance
   $ 128     $ 9,570  
                 
SUPPLEMENTAL 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-6
 
 
iGENII, INC.
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND THE PERIOD FROM INCEPTION ON FEBRUARY 22, 2008 TO SEPTEMBER 30, 2008
(UNAUDITED)
 
 
               
Additional
    
Retained
Earnings
    
Total
  
   
Common Stock
    
Paid-In
    
(Accumulated
    
Stockholders’
  
    Shares     Amount     Capital     Deficit)     Equity/ (Deficit)  
Balance - December 31, 2008
     9,126,160     $ 9,126     $ 151,155     $ (117,510 )   $ 42,771  
Sale of common stock
     138,740       139       69,231               69,370  
Net loss for the period ending, September 30, 2009
                             (105,196 )     (105,196 )
Balance – September 30, 2009
     9,264,900     $ 9,265     $ 220,386     $ (222,706 )   $ 6,945  
                                         
Balance – February 22, 2008
     —     $ —     $ —     $ —     $ —  
Sale of common stock
     9,056,160       9,056       116,225               125,281  
Net loss for the period ending, September 30, 2008
                             (80,614 )     (80,614 )
Balance – September 30, 2008
     9,056,160     $ 9,056     $ 116,225     $ (80,614 )   $ 44,667  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-7
 
 
iGENII, INC.
SEPTEMBER 30, 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 September 30, 2009, the Company has not recognized significant revenue to date and has accumulated operating losses of approximately $222,706.  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-8
 

iGENII, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 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 Accounting Standards Codification 360 “Accounting for Property, Plant, and Equipment” (ASC 360), which addresses financial accounting and reporting for Property, Plant, and Equipment 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 ASC 360.  ASC 360 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 September 30, 2009, there were no significant impairments of its long-lived assets.
 
 
F-9
 
 
iGENII, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
 
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
Fair Value of Financial Instruments
 
Statement of Financial Accounting Standard ASC 825-10, “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 Statement of Financial Accounting Standard ASC 605. 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 ASC 740, “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-10
 
 
iGENII, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
 
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Intangibles (Continued)
 
   
9/30/2009
    
12/31/2008
  
             
Website and Trademarks
     5,950       5,950  
Accumulated amortization
     (2,368 )     (880 )
Totals
     3,582       5,070  
 
Amortization expenses were $1,488 for the nine months ended September 30, 2009.
 
Future amortization expense for the company’s finite life intangible assets is estimated to be:
 
12/31/2009                      $    496
 
12/31/2010                      $ 1,983
 
12/31/2011                      $ 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 September, 2006, FASB issued ASC 820-10 ‘Fair Value Measurements and Disclosures’.  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. Based on the Company’s evaluation of this issue, the adoption of this accounting requirement has no effect on the Company’s consolidated financial statements.
 
 
F-11
 
 
 iGENII, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
 
Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Recent Accounting Pronouncements (Continued)
 
In February, 2007, FASB issued ASC 825-10 “The Fair Value Option for Financial Assets and Financial Liabilities” – Including an Amendment of ASC 320 “Investments – Debt and Equity Securities”.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value. This statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments.  This statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of ASC 820-10, Fair Value Measurements and Disclosures. Based on the Company’s evaluation of this issue, the adoption of this accounting requirement has no effect on the Company’s consolidated financial statements.
 
 In December 2007, the FASB issued ASC 810-10, “Consolidation”.  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. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The Company adopted ASC 810-10 on January 1, 2009. The adoption of this statement had no effect on the Company’s consolidated financial statements.
 
In March 2008, the FASB issued ASC 815-10, 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 ASC 815-10; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. The adoption of this statement had no effect on the Company’s consolidated financial statements.
 
In June 2008, the FASB ratified the consensus reached on ASC 815-40. ASC 815-40 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 ASC 815-10. ASC 815-40 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of this statement had no effect on the Company’s consolidated financial statements.
 
Note 3 – INCOME TAXES
 
The Company, through its operations in the United States had incurred net accumulated operating losses of approximately $222,000 as of September 30, 2009 for income tax purposes. However, a forty percent allowance has been created on the deferred tax asset of approximately $88,800 due to uncertainty of its realization.
 
 
F-12
 
 
iGENII, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2009
 
Note 4 – COMMITMENTS
 
The Company leases office space for $1,100 per month. Company signed a 6 month lease agreement from May 1, 2008 to November 30, 2008, with an option to extend the lease until April 30, 2011.  As of September 30, 2009, the Company did not sign a new agreement and leases premises on month-to-month basis. Rent expenses were $9,953 and $6,600 for the nine months ended September 30, 2009 and the period from inception through September 30, 2008, respectively.
 
Note 5 – PROPERTY, PLANT & EQUIPMENT
 
Computer equipment depreciated over 5 years using straight line method.
 
     9/30/2009       12/31/2008   
             
Accumulated Depreciation
     (5,523 )     (2,606 )
 Total
   $ 13,926     $ 16,844  
 
Depreciation expenses were $2,917 and $1,634 for the nine months ended September 30, 2009 and the period from inception through September 30, 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.
 
 
F-13
 
 
 
As used in this Form 10-Q, references to the “iGenii,” Company,” “we,” “our” or “us” refer to iGenii, Inc. Unless the context otherwise indicates.
 
Forward-Looking Statements
 
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-Q (the “Report”). This Report 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 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.
 
For a description of such risks and uncertainties refer to our Registration Statement on Form S-1, filed with the Securities and Exchange Commission on August 5, 2008 and declared effective on August 28, 2008. 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.
 
Business Overview
 
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.
 
Plan of Operation
 
 
 
Since we have already established our presence on the Internet, over the next twelve months we expect to develop and implement a marketing and advertising plan. We anticipate that it will cost the Company approximately $90,000 to finance its marketing activities over the next twelve month. We currently have no marketing or sales initiatives or arrangements in development or effect. Any potential marketing strategy will revolve significantly around our website. We plan to use the Internet for marketing and sales by advertising our website, and resultantly our services, through the following two methods:
 
 
1.
Banner Advertisements: We expect to place banner advertisements and/or links to our web site on the sites of others. Some web sites may charge us a fee to place our advertisements in highly visible areas. Other sites may agree to an affiliate relationship, where we would be allowed to place an ad on their site in exchange for placement of their advertisement on our site. We do not plan to enter into any affiliate relationships that would require us to pay a fee in addition to exchanging advertisements or links.  
 
 
2
 
 
 
2.
Search Engine Placement: In addition to banners and links, we expect to pursue search engine placement. For a fee, we will be able to submit our web site and various terms to describe our site with web portals such as Yahoo! or Google.
 
Although a significant majority of our marketing and advertising efforts will be Internet-based, we believe we must promote our company on a more personal level. Our officers and directors believe that personal relationships are a cost-effective way to generate awareness of our company and the services we provide. The initial focus will be on building associations with small business owners. We expect to enhance our “grass-roots” efforts over the next twelve months.
 
Our management believes that our cash on hand as of September 30, 2009 in the amount of $128 will not be sufficient to maintain our current level of operations for the next approximately 12 months. For the three month ended September 30, 2009, the Company generated $88,440 in revenues and incurred a net loss of $46,362 and a net loss of $48,899 for the period February 22, 2008 (inception) to September 30, 2008. If continue to realize gross margins as reflected in our financial statements accompanying this report, we may need to raise additional capital by issuing equity or debt securities in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue as a going concern.
 
Results of Operations
 
During the fiscal quarter ended September 30, 2009, the Company’s net sales amounted to $88,440, and the cost of sales, was $134,802. The Company had an accumulated loss from operation of $222,706, a significant portion of which is attributed to sales and development expenses, as well as, the result of professional services in connection with the filing of our Registration Statement, which was filed with the Securities and Exchange Commission on July 18, 2008.
 
 
Our balance sheet as of September 30, 2009 reflects cash balance of $128. Cash from inception to date has been sufficient to provide the capital necessary to operate.
 
Notwithstanding, we anticipate generating losses and therefore we may be unable to continue operations in the future. If we require additional capital, we would have to 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.
 
Going Concern Consideration
 
iGenii is an early stage company. For the three month ended September 30, 2009, the Company generated $88,440 in revenues and incurred a net loss of $46,362. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
 
There can be no assurance that sufficient funds will be generated during the next year or thereafter from operations, or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital could force the Company to curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.
 
 
3
 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
 
Smaller reporting companies are not required to provide the information required by this item.
 
 
Disclosure Controls and Procedures
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) during the period covered by this report and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to us is recorded, processed, summarized, and reported in a timely manner. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer and Chief Financial Officer.
 
 
During the quarter ended September 30, 2009, there was no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
 
OTHER INFORMATION
 
 
There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.
 
Item 1A.
 
Smaller reporting companies are not required to provide the information required by this item.
 
 
Unregistered Sales of Equity Securities
 
On August 5, 2009, the Company sold 2,000 shares of common stock, par value $.001 for the aggregate purchase price of $1,000 and additional 10,000 shares of common stock, par value $.001 for the aggregate purchase price of $5,000.
 
 
4
 
 
On August 14, 2009, the Company sold 2,000 shares of common stock, par value $.001 for the aggregate purchase price of $1,000 and additional 24,740 shares of common stock, par value $.001 for the aggregate purchase price of $12,370.
 
On September 8, 2009, the Company sold 10,000 shares of common stock, par value $.001 for the aggregate purchase price of $5,000 and additional 20,000 shares of common stock, par value $.001 for the aggregate purchase price of $10,000.
 
These transactions were conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.
 
Purchases of equity securities by the issuer and affiliated purchasers
 
None
 
Use of Proceeds
 
None
 
 
None
 
 
There was no matter submitted to a vote of security holders during the fiscal quarter ended September 30, 2008.
 
 
None
 
 
5
 
 
Item 6.
Exhibit
No.
  
Description
     
31.1
  
Rule 13a-14(a)/15d-14(a) Certifications of Ross Lavnikevich, the President, Chief Executive Officer and Director (attached hereto)
     
31.1
  
Rule 13a-14(a)/15d-14(a) Certifications of Rafael Abdurachmanov, the Chief Financial Officer and Director (attached hereto)
     
32.1
  
Section 1350 Certifications of Ross Lavnikevich, the President, Chief Executive Officer, and Director(attached hereto)
     
32.1
  
Section 1350 Certifications of Rafael Abdurachmanov, the Chief Financial Officer and Director(attached hereto)
 
 
6
 
 
 
In accordance with to requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
iGENII, INC.
  
         
Dated: November 14, 2009
        
         
   
By:
/s/ Ross Lavnikevich
  
   
Name:
Ross Lavnikevich
  
   
Title:
President, Chief Executive Officer,
and Director (Principal Executive
Officer)
  
         
   
By:
/s/ Rafael Abdurachmanov
  
   
Name:
Rafael Abdurachmanov
  
   
Title:
Chief Financial Officer, Treasurer
and Director (Principal Financial and
Accounting Officer)
  
 
 
7

iGenii, Inc. Reports