iGenii, Inc. - FORM 10-Q - August 16, 2010

Attached files

file	filename
EX-31.2 - EXHIBIT 31.2 - iGenii, Inc.	ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - iGenii, Inc.	ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - iGenii, Inc.	ex31-1.htm
EX-32.2 - EXHIBIT 32.2 - iGenii, Inc.	ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

For the quarter ended June 30, 2010

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)

99 W. Hawthorne Ave,
Suite 610
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 o 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	o

(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 o

As of August 13, 2010, 9,294,900 shares of common stock, par value $0.001 per share, were outstanding.

TABLE OF CONTENTS


		Page

PART I
Item 1. Financial Statements
Item 2. Management’s Discussion and Analysis or Plan of Operation		15
Item 3 Quantitative and Qualitative Disclosures About Market Risk		17
Item 4 Controls and Procedures		17
PART II		18
Item 1. Legal Proceedings		18
Item IA. Risk Factors		18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		18
Item 3. Defaults Upon Senior Securities		18
Item 4. Submission of Matters to a Vote of Security Holders		18
Item 5. Other Information		18
Item 6. Exhibits		19

PART I

FINANCIAL INFORMATION


Item 1.	Financial Statements.

iGENII, INC.

FINANCIAL STATEMENTS

(UNAUDITED)

June 30, 2010

TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm	2

Balance Sheets	3

Statements of Operations	4-5

Statements of Stockholders Equity	7

Statements of Cash Flows	6

Notes to Financial Statements	8 -14

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

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders of

iGENII Inc.

We have reviewed the accompanying balance sheet of iGENII, Inc. (“the Company”) as of June 30, 2010 and the related statement of operations for the six and three months ended June 30, 2010 and 2009, statement of retained deficit, and cash flows for the six months ended June 30, 2010 and 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.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the balance sheet of iGENII, Inc. at December 31, 2009, and the related statements of operations, retained deficit, and statements of cash flows for the year then ended; and in our report dated April 13, 2010, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2009 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

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.

/s/ Acquavella, Chiarelli, Shuster, Berkower & Co., LLP

Acquavella, Chiarelli, Shuster, Berkower & Co., LLP
Certified Public Accountants

New York, NY

August 13, 2010

iGENII, INC.

BALANCE SHEETS

AS OF JUNE 30, 2010 AND DECEMBER 31, 2009


	6/30/2010 (Unaudited)			12/31/2009 (Audited)

ASSETS
Current Assets
Cash and cash equivalents	$	2,757		$	923

Total Current Assets		2,757			923

Equipment, net		11,009			12,954
Intangibles, net		2,094			3,086
Infinite life intangibles		22,000			22,000
Security deposit		2,000			4,200

Total Assets	$	39,860		$	43,163

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	37,239		$	39,840

Total Current Liabilities		37,239			39,840

Stockholders’ Equity

Common stock, $.001 par value, 95,000,000 shares authorized, 9,272,900 & 9,272,900 issued and outstanding, respectively		9,273			9,273
Preferred stock, 5,000,000 shares authorized		-			-
Additional paid in capital		224,378			224,378
Retained deficit		(231,030	)		(230,328	)

Total Stockholders’ Equity		2,621			3,323

Total Liabilities and Stockholders’ Equity	$	39,860		$	43,163

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

iGENII, INC.

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND JUNE 30, 2009

(UNAUDITED)

	6/30/2010			6/30/2009

Sales, net	$	241,551		$	168,068

Selling, General and administrative expenses		241,710			226,602
Income (loss) from operations		(159	)		(58,534	)

Income (loss) before income taxes		(159	)		(58,534	)

Provision for income taxes		542			300
Net income (loss)	$	(701	)	$	(58,834	)

Net income per common share
Basic and diluted	$	(.000	)	$	(.006	)
Weighted average common shares outstanding
Basic and diluted		9,272,900			9,162,827

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

iGENII, INC.

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2010 AND 2009

(UNAUDITED)

	6/30/2010			6/30/2009

Sales, net	$	120,680		$	95,862

Selling, General and administrative expenses		126,158			120,137
Income (loss) from operations		(5,473	)		(24,275	)

Income (loss) before income taxes		(5,473	)		(24,275	)

Provision for income taxes		-			-
Net income (loss)	$	(5,473	)	$	(24,275	)

Net income per common share
Basic and diluted	$	(.001	)	$	(.003	)
Weighted average common shares outstanding
Basic and diluted		9,272,900			9,181,160

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

iGENII, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND JUNE 30, 2009

(UNAUDITED)


							Retained
					Additional		Earnings			Total
	Common Stock				Paid-In		(Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit)			Equity/ (Deficit)

Balance - December 31, 2009		9,272,900	$	9,273	$	224,378	$	(230,328	)	$	3,323

Sale of common stock											0
Net loss for the period ending, June 30, 2010								(701	)		(701	)

Balance – June 30, 2010		9, 272,900	$	9,273	$	224,378	$	(231,029	)	$	2,622

Balance – December 31, 2008		9,126,160	$	9,126	$	151,155	$	(117,510	)	$	42,771

Sale of common stock		70,000		70		34,930					35,000
Net loss for the period ending, June 30, 2009								(58,834	)		(58,834	)

Balance – June 30, 2009		9,196,160	$	9,196	$	186,085	$	(176,344	)	$	18,937

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

iGENII, INC.

STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND JUNE 30, 2009

(UNAUDITED)


	6/30/2010			6/30/2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(701	)	$	(58,834	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,937			2,937
Security deposit		-			-
Increase / (decrease) in current liabilities:
Accounts payable		(2,602	)		19,657

Total Adjustments		335			22,594

Net cash provided/(used) by operating activities		(366	)		(36,240	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		-			-
Purchase of infinite life intangibles					(7,000	)
Net cash used by investing activities					(7,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock					35,000
Security deposit		2,200
Net cash used by financing activities		2,200			35,000

Net change in cash and cash equivalents		1,834			(8,240	)
Cash and cash equivalents, beginning balance		923			10,971
Cash and cash equivalents, ending balance	$	2,757		$	2,731

SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Income tax payments	$	542		$	300

Interest payments	$	-		$	-

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

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

Note 1 - ORGANIZATION

iGenii, Inc. was incorporated on February 22, 2008 under the laws of the State of Delaware. The Company is now engaged in Internet consulting business. The Company exists to provide fast, reliable technical assistance to any business entity in order to achieve meaningful internet presence.

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 June 30, 2010, the Company has not recognized significant revenue to date and has accumulated operating losses of approximately $231,000. 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.

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

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 June 30, 2010, there were no significant impairments of its long-lived assets.

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

Statement of Financial Accounting Standard No. 107, “Disclosures about Fair Value of Financial Instruments,” requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of fair value.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Advertising

Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Intangibles

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.

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intangibles (Continued)

	6/30/2010			12/31/2009

Website and Trademarks		5,950			5,950

Accumulated amortization		(3,855	)		(2,864	)

Totals		2,094			3,086

Amortization expenses were $992 and $992 for the six months ended June 30, 2010 and 2009, respectively.

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

12/31/2010	$	992
12/31/2011	$	992
Thereafter	$	110
	$	2,094

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.

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

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.

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

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 $231,000 as of June 30, 2010 for income tax purposes. In accordance with ASC 740, the Company recognized deferred tax assets of approximately $92,400 at June 30, 2010. A full valuation allowance has been established due to the uncertainly regarding the Company’s ability to generate income sufficient to utilize the tax losses during the carryforward period.

Note 4 – COMMITMENTS

The Company leases office space for $1,075 per month. Company signed an 18 month lease agreement from January 1, 2010 to June 30, 2011.

Minimum lease commitments:

June 30, 2011 $ 12,900

Total $ 12,900

iGENII, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2010

Note 5 – PROPERTY, PLANT & EQUIPMENT

Computer equipment depreciated over 5 years using straight line method.

	6/30/2010			12/31/2009

Computer Equipment	$	19,450		$	19,450

Accumulated Depreciation		(8,441	)		(6,496	)
Total	$	11,009		$	12,954

Total depreciation expense was $1,945 and $1,945 for the six months ended June 30, 2010 and 2009, respectively.

Note 6 – SUBSEQUENT EVENTS

On July 20, 2010 the company sold 22,000 shares of common stock for $11,000.

For the six months ended June 30, 2010, the Company has evaluated subsequent events for potential recognition and disclosure through August 13, 2010, the date of the financial statement issuance.

ITEM 2. Management’s Discussion and Analysis or Plan of Operation

Plan of Operation

Our management believes that establishing our brand name is imperative to our ability to continue as a going concern. Establishing our presence on the Internet is critical to reaching potential customers. We have developed our website which is located at “www.igenii.com” where we have established our web presence and offer information about our company. Our website is expected to serve as our primary method of generating sales. Our officers and directors design our site at no charge to us and we anticipate that it will cost the Company approximately $1,000 over the next 12 month for the maintenance of our website. We expect to continuously upgrade and refine the site as we deem necessary and as our funds permit.

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 $120,000 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.	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 June 30, 2010 in the amount of $2,757 will not be sufficient to maintain our current level of operations for the next 12 months. For the three month ended June 30, 2010, the Company generated $120,680 in revenues and a net loss of $5,473 and a net loss of $24,275 for the month ended June 30, 2009. 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 June 30, 2010, the Company’s net sales amounted to $120,681, and the cost of sales, was $126,158. The Company had an accumulated loss from operation of $231,030, 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.

Liquidity and Capital Resources

Our balance sheet as of June 30, 2010 reflects cash balance of $2,757. 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 June 30, 2010, the Company generated $120,680 in revenues and a net loss of $5,473. 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.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.


Item 4.	Controls and Procedures.

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.

Internal Controls Over Financial Reporting

During the quarter ended June 30, 2010, 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.

PART II

OTHER INFORMATION


Item 1.	Legal Proceedings.

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.	Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

None.

Purchases of equity securities by the issuer and affiliated purchasers

None.

Use of Proceeds

None


Item 3.	Defaults Upon Senior Securities.

None


Item 4.	Submission of Matters to a Vote of Security Holders.

There was no matter submitted to a vote of security holders during the fiscal quarter ended June 30, 2010.


Item 5.	Other Information.

None

Item 6.

Exhibits


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)

31.2		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)

32.2		Section 1350 Certifications of Rafael Abdurachmanov, the Chief Financial Officer and Director (attached hereto)

SIGNATURES

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: August 13, 2010

		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)

Attached files

iGenii, Inc. Reports

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