IGEN NETWORKS CORP - Quarter Report: 2012 March (Form 10-Q)

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FORM 10-Q

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IGEN Networks Corp.

(Exact name of registrant as specified in its charter)

Nevada	20-5879021
(State or Other Jurisdiction of  incorporation or organization)	(I.R.S. Employer Identification No.)

1100 H Street NW, Suite 920, Washington, DC, 20005

(Address of principal executive offices) (Zip Code)

1-888-244-3650 (Registrant's telephone number including area code)

Large accelerated filer: o	Accelerated filer: o
Non-accelerated filer: o	Smaller reporting company: x
(Do not check if a smaller reporting company)

 

PART I		Page
ITEM 1.	FINANCIAL STATEMENTS	F-1 to F-13
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	2
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	4
ITEM 4.	CONTROLS AND PROCEDURES	4
PART II
ITEM 1.	LEGAL PROCEEDINGS	5
ITEM 1A.	RISK FACTORS	5
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	5
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	5
ITEM 4.	MINE SAFETY DISCLOSURES.	5
ITEM 5.	OTHER INFORMATION.	5
ITEM 6.	EXHIBITS	6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.	Nature and Continuance of Operations

 

2.	Summary of Significant Accounting Policies

 

a)	Basis of Presentation and Consolidation

 

b)	Use of Estimates

 

c)	Basic and Diluted Net Income (Loss) Per Share

 

 

 

 

 

 

d)	Financial Instruments

 

 

 

 

 

 

e)	Office Equipment

Office equipment is recorded at cost. Amortization is provided annually at rates and methods over their estimated useful lives as follows, except in the year of acquisition when one half of the rate is used. Management reviews the estimates of useful lives of the assets every year and adjust them on prospective basis, if needed.

 

Office equipment

20%

declining balance

 

f)	Revenue recognition

-	Services are provided or products are delivered to customers.

-	There is clear evidence that an arrangement exists.

-	Amounts are fixed or can be determined.

-	The ability to collect is reasonably assured.

-	There is no significant obligation for future performance.

-	The amount of future returns can be reasonably estimated.

 

g)	Foreign Currency Transactions/Balances

 

 

 

h)	Income Taxes

 

 

i)	Changes in Accounting Policies and Recent Accounting Pronouncements

 

 

In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

 

 

j)	Reclassifications

 

Certain reclassifications have been made to the prior year’s financial statements to conform to the current period’s presentation.

k)	Comprehensive loss

l)	Impairment of Intangible and Other Long-lived Assets

3.	Investments

 

 

 

(d) 200,000 of the Common Shares Option expiring at 4:30 p.m. PST on December 31th, 2012

 

 

 

4.	Office Equipment

										Net Book Value
		Cost				Accumulated Amortization				2012				2011
Office equipment		$	1,078			$	157			$	921			$	970
		$	1,078			$	157			$	921			$	970

 

 

 

a)

Upon incorporation in November 2006, the company undertook a private offering of 853,000 (post 5:1 forward split and 1:100 reverse split) shares of its common stock for $17,050 in cash.  Also in November 2006, the company issued 2,200 (post 5:1 forward split and 1:100 reverse split) shares of its common stock for $44,000 in cash.

b)	The Company approved a 5:1 forward split of the Company’s common stock October 15, 2008, such that each shareholder of record as of the effective date received five new shares for each one old share.

c)

The Company approved a 1:100 reverse split of the Company’s common stock May 18, 2009, such that each shareholder of record as of the effective date received one new share for one hundred old shares. All references to issued and outstanding shares in these financial statements are shown as post forward and reverse splits as if the splits had been effective at the beginning of the first period presented.

d)	During the twelve months ended December 31, 2010, the company issued the following shares under the Securities Act of 1933 exemption Rule 144:

 

February 15, 2010, the Company issued 3,250,000 common shares to six non-affiliated parties for conversion of $195,000 debt which was incurred by the Company in March 2009, recorded at fair value of $0.06 per share.
 

 

 

e)	During the twelve months ended December 31, 2011 the Company issued the following shares under the Securities Act of 1933 exemption Rule 144:

 

 

 

 

 

 

 

 

f)	Common share purchase warrants:

 

 

During the year ended December 31, 2011, the Company issued 1,499,999 units pursuant to a private placement at a price of $0.30 per unit for gross proceeds of $450,000.  Each unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one share at an exercise price of $0.45 per share for one year. The Company allocated $304,415 to the common shares and $145,585 to the share purchase warrants based on the relative fair values.

 

 

		Sept 6 2011				Nov 18 2011
Expected Life of the warrants			1				1
Volatility			118.52	%			118.52	%
Expected Dividends			0.00	%			0.00	%
Risk-Free Rate			0.92	%			0.95	%

 

 

 

Exercise Price ($)			Expiry date		No. of Warrants Outstanding				Weighted Average Remaining Life (Years)
	0.45		September 8, 2012			1,499,999				0.67
	0.75		November 18, 2012			91,666				0.88

 

g)	Stock Options

 

As at December 31, 2012, the Company has no options outstanding

 

 

• Typically include words and phrases about the future such as “outlook”, “may”, “estimates”, “intends”, “believes”, “plans”, “anticipates” and “expects”

• Are not promises or guarantees of future performance. They represent our current views and may change significantly;

• Are based on a number of assumptions, including those listed below, which could prove to be significantly incorrect:

-	Our ability to find viable companies in which to invest

-	Our ability successfully manage companies in which we invest

-	Our ability to successfully raise capital

-	Our ability to successfully expand and leverage the distribution channels of our portfolio companies;

-	Our ability to develop new distribution partnerships and channels

-	Expected tax rates and foreign exchange rates.

• Are subject to substantial known and unknown material risks and uncertainties. Many factors could cause our actual results, achievements and developments in our business to differ significantly from those expressed or implied by our forward-looking statements.    Actual revenues and growth projections of the Company or companies in which we are invested may be lower than we expect for any reason, including, without limitation:

-	the continuing uncertain economic conditions

-	price and product competition

-	changing product mixes,

-	the loss of any significant customers,

-	competition from new or established companies,

-	higher than expected product, service, or operating costs,

-	inability to leverage intellectual property rights,

-	delayed product or service introductions

 

 

Financial Condition and Results of Operations

 

 

Cash flows for the quarter ending March 31 2012 were all attributable to operating activities.  Operations for this period resulted in a net loss of $82,683 referred to above.  The Company saw a resulting net decrease in cash over the quarter of $69,229 (down from $197,331 to $128,102) compared with a net increase of $1,543 (up from $746 to $2,289) in the same quarter the year prior.  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	IGEN Networks Corp
May 18, 2012	By:	/s/ Neil Chan
		Neil Chan
		Director, Chief Executive Officer

	Company Name
May 18, 2012	By:	/s/ Richard Freeman
		Richard Freeman
		Director, Chief Operating Officer