code_of_ethics

Code of Ethics

Background

Section 406(a) of the Sarbanes-Oxley Act of 2002 mandated the Securities and Exchange Commission (the "SEC") to issue rules to require each issuer to disclose whether or not, and if not, the reason therefore, such issuer has adopted a code of ethics for senior financial officers applicable to its principal financial officer and controller or principal accounting officer, or persons performing similar functions. The SEC's final rules include the issuer's principal executive officer in the group of affected persons. The SEC's disclosure rules require issuers with such a code to make the code publicly available using one of three alternatives:

File with the SEC a copy of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, and controller or principal accounting officer, or persons performing similar functions, as an exhibit to its annual report on Form 10-K.
Post the text of its code of ethics, or relevant portion thereof, on its Internet website, provided however, that a company choosing this option also disclose its Internet address and intention to provide disclosure in this manner in its annual report on Form 10-K.
Undertake in its annual report filed with the SEC to provide a copy of its code of ethics to any person without charge upon request.

Section 406(b) of the Sarbanes-Oxley Act directed the SEC to require issuers to disclose within five business days on Form 8-K or via dissemination on the Internet or other electronic means amendments to, or waivers from, the code of ethics for senior financial officers. The following must be disclosed for changes or waivers:

Brief description of the nature of any amendment to a provision of the registrant's code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, as codified at 17 CFR 229.406(b); and
Brief description of the nature of a waiver, including an implicit waiver, from a provision of the code of ethics to one of these specified officers or persons that relates to one or more of the elements of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, as well as the name of the person to whom the waiver was granted and the date of the waiver.
- The term "waiver" is defined as the approval by the registrant of a material departure from a provision of the code of ethics.
- The term "implicit waiver" is defined as the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer, as defined in Rule 3b-7 under the Securities Exchange Act of 1934.

Purpose

iGenii, Inc. ( the "Company") instituted companywide The Code of Ethics in order to promote honesty, integrity and high standards of conduct, to deter wrongdoings, and to ensure compliance with all applicable federal and state laws and regulations.

It establishes the principles and practices that all Senior Financial Officers are expected to exhibit and promote.

The Chief Executive Officer, Chief Financial Officer and Treasurer or persons performing similar functions (collectively, the "Senior Financial Officers") of the Company do hold important and elevated roles in corporate governance. These Senior Financial Officers are expected to demonstrate the highest level of professional and ethical conduct in the performance of their respective duties, particularly in the areas of finance, internal control over financial reporting, accounting, auditing and risk management. Senior Financial Officers share the responsibility and authority to protect and preserve the interests of the company's shareholders, employees and customers.

Responsibilities of Senior Financial Officers

All Senior Financial Officers are expected at all times to exhibit the highest ethical standards, deter wrongdoing and promote:

Honesty and Ethical Conduct

Act with honesty and integrity; and
Avoid actual or apparent conflicts of interest involving personal and professional relationships; and
Report all potential conflicts of interest to the Chairman of the Board of Directors; and
Provide a mechanism for employees to inform the Board of Directors of concerns regarding questionable accounting matters involving the company and/or Senior Financial Officer(s); and
Encourage and reward professional integrity in all aspects of the financial organization via the removal of fear of adverse action for raising or helping to restore an integrity concern.

Full, fair, accurate, timely and understandable disclosure

Provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities Exchange Commission, bank regulatory agencies and shareholders, as well as in other communications made by the Company; and
Record all financial transactions in accordance with Generally Accepted Accounting Principles (GAAP).

Compliance with applicable governmental laws

Comply with all applicable federal, state and local laws, statutes, rules and regulations via education, monitoring, identification, reporting and correction.

Prompt internal reporting of violations of this Code to an appropriate person(s) identified in the code

Report any violations of this Code to the Chairman of the Board of Directors; and

Accountability for adherence to this Code

Agree to abide by the provisions of this Code.

Violations

Promptly report any violations of this Code to the Chairman of the Board of Directors.

Compliance with the Code of Ethics is a condition of employment and any violations thereof may result in disciplinary action up to and including termination of employment.

The Company also reserves the right to seek any and all remedies available to restore monetary damages or harm to the Company from a violation of the Code, as well as referral of matters to appropriate legal and/or regulatory authorities for investigation and prosecution.

Requests for Waivers and Changes

The Governance & Nominating Committee of the Board of Directors shall have sole authority to grant waivers of the Code of Ethics . The Governance & Nominating Committee will not grant waivers except under extraordinary circumstances. Any waiver granted by the Governance & Nominating Committee and the reason(s) for the waiver will be publicly disclosed on a timely basis, when required by applicable law. In addition, any change or amendment to the Code of Ethics shall be publicly disclosed on a timely basis as well, when required by applicable law.

Annual Certifications by Senior Financial Officers

On an annual basis, each Senior Financial Officer shall certify in writing as to his/her compliance during the prior year with the Code of Ethics .

Covered Personnel
(Dated as of September 13, 2011)

As of the above date, the individuals identified below are required to comply with the provision of this Code of Ethics: