UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q/A
Amendment No. 1


[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2011

[  ]           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)
 
 

 
 
8201 Main Street, Suite 6
Williamsville, New York 14221
(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 o

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

Large Accelerated Filer o
Accelerated Filer o
Non-accelerated Filer o
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 o    No x

As of August 15, 2011, there were 27,909,646 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, 2011 (“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, 2011, filed with the Securities and Exchange Commission on August 15, 2011, 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 Extension 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 Extension Definition Linkbase Document**
         
   
101.LAB
XBRL Taxonomy Extension Label Linkbase Document**
         
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document**
  
*Filed on August 15, 2011 as an exhibit to the Registrants’ Form 10-Q’s for the quarterly period ended June 30, 2011.
**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:
 

 
 
 
 
 
Date: August 30, 2011
 
 
 
 
Date: August 30, 2011
 
 
22nd CENTURY GROUP, INC
 
 
 
By:/s/ Joseph Pandolfino
JOSEPH PANDOLFINO
CEO
 
 
By:/s/ C. Anthony Rider
C. ANTHONY RIDER
CFO