UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q/A

Amendment No. 1

 

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended June 30, 2012

 

¨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: 333-173420

 

____________________________________________

 

22nd Century Group, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________

 

 

Nevada 98-0468420
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

 

 

9530 Main Street

Clarence, New York

(Address of principal executive offices)

 

(716) 270-1523

(Registrant’s telephone number, including area code)

____________________

 

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 x  No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨ Accelerated Filer ¨  Non-accelerated Filer ¨ Smaller Reporting Company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨   No x

 

As of August 7, 2012, there were 31,598,979 shares of common stock issued and outstanding.

 

 

 
 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (“Form 10-Q”) is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Registrants Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012, formatted in XBRL (eXtensible Business Reporting Language):

 

  101.INS XBRL Instance Document

 

  101.SCH XBRL Taxonomy Extension Schema Document

 

  101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

 

  101.DEF XBRL Taxonomy Definition Linkbase Document

 

  101.LAB XBRL Taxonomy Extension Label Linkbase Document

 

  101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

No other changes have been made to the Registrant’s Form 10-Q. This Amendment No. 1 does not reflect any subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the original filings.

 

Item 6. Exhibits

 

  Exhibit 31.1 Section 302 Certification – Chief Executive Officer*
     
  Exhibit 31.2  Section 302 Certification – Chief Financial Officer*
     
  Exhibit 32.1  Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.*
     
  Exhibit 101 Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.**

 

    101.INS XBRL Instance Document**
       
    101.SCH XBRL Taxonomy Extension Schema Document**
       
    101.CAL XBRL Taxonomy Extension Calculation Linkbase Document**
       
    101.DEF XBRL Taxonomy Definition Linkbase Document**
       
    101.LAB XBRL Taxonomy Extension Label Linkbase Document**
       
    101.PRE XBRL Taxonomy Extension Presentation Linkbase Document**

 

*Filed on August 14, 2012 as an exhibit to the Registrants’ Form 10-Q’s for the quarterly period ended June 30, 2012.

**Furnished herein

 

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

 

 

  22nd CENTURY GROUP, INC
   
Date: September 12, 2012 By: /s/ Joseph Pandolfino
  JOSEPH PANDOLFINO
  Chief Executive Officer
   
   
Date: September 12, 2012 By: /s/ Henry Sicignano, III
  HENRY SICIGNANO, III
  President and Chief Financial Officer