UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-K/A
(Amendment No. 1)
 
 
(Mark One)
x
YEARLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
 or
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from                    to                                      
 
  Commission File Number: 333-152775
 
iGENII, INC.
(Exact name of small business issuer as specified in its charter)
 
Delaware
(State of incorporation)
 
26-2046163
(IRS Employer ID Number)
 
40 Exchange Place,
Suite 401
New York, New York 10005
(Address of principal executive offices)
 
 
(212) 932- 7483
(Issuer’s telephone number)
 
 

(Former name, former address and former fiscal year, if changed since last report)
 
 
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
o  
Accelerated filer
o
Non-accelerated filer         
o  
Smaller reporting company
x
(Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.).
Yes o    No x
 
As of March 29, 2011 9,295,200 shares of common stock, par value $0.001 per share, were outstanding.
 
 
 

 
 
EXPLANATORY NOTE
 
iGenii, Inc.  is filing this Amendment No. 1 (the “Amendment No. 1”) to its Yearly Report on Form 10-K for the fiscal year ended December 31, 2010, which was originally filed on March 29, 2011 (the “Original Filing”) for the sole purpose of furnishing revised Signature.
 
No other changes have been made to the Original Filing. This Amendment No.1 does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-Q for the fiscal year ended December 31, 2010.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: March 29, 2011
 
 
iGENII, INC.
 
       
 
By:
/s/ Ross Lavnikevich  
   
Ross Lavnikevich
 
   
President, Chairman of the Board of Directors and
Chief Executive Officer
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ross Lanikevich, Rafael Abdurachmanov and Rafael Mordukhaev, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
Signature
  
 
Title
 
 
Date
/s/    Ross Lavnikevich
  
President, Chairman of the Board of Directors and Chief 
 
March 29, 2011
Ross Lavnikevich
      Executive Officer (Principal Executive Officer)    
     
/s/    Rafael Abdurachmanov
  
Chief Financial Officer (Principal Financial and Accounting
 
March 29, 2011
Rafael Abdurachmanov
      Officer) and Director    
     
/s/    Rafael Mordukhaev
  
Treasurer and Director
 
March 29, 2011
Rafael Mordukhaev