IGEN NETWORKS CORP - Quarter Report: 2013 March (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.)

119 North Henry Street, Alexandria, Virginia, 22314

(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-11
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II
ITEM 1.	LEGAL PROCEEDINGS	6
ITEM 1A.	RISK FACTORS	6
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	6
ITEM 4.	MINE SAFETY DISCLOSURES	6
ITEM 5.	OTHER INFORMATION	6
ITEM 6.	EXHIBITS	7

IGEN NETWORKS CORP.
Consolidated Balance Sheets (Unaudited)
(Expressed in U.S. dollars)

 

 

 

Approved on Behalf of the Board
"Neil Chan"	Director
"Richard Freeman"	Director

IGEN NETWORKS CORP.

Consolidated Statement of Operations (Unaudited)

(Expressed in U.S. dollars)

 

IGEN NETWORKS CORP.

Consolidated Statements of Cash Flows (Unaudited)

(Expressed in U.S. dollars)

 

1.	Nature and Continuance of Operations

2.	Basis of Presentation and Consolidation

 

 

3.	Investments

Investment in Machlink		43 common shares acquired		$	150,000
Investment in Gogiro		400,000 common shares acquired		$	100,340
Total Investments				$	250,340

 

4.	Office Equipment

 

										Net Book Value
		Cost				Accumulated Amortization				2013				2012
Office equipment		$	1,602			$	417			$	1,185			$	1,248
Computer		$	7,638			$	2.871			$	4,767			$	5,615
TOTAL		$	9,240			$	3,288			$	5,952			$	6,863

As of March 31, 2013 there were no shareholder loans (December 31, 2012 - $nil).

6.	Related Party Transactions

-

Commissions and Consulting Income from Gogiro of $21,554 (March 31, 2012 - $2,949)

-

Management, Development and Service Fees from Gogiro of $26,080 (March 31, 2012 - $Nil)

-

Advertising Expenses to Gogiro of $4,662 (March 31, 2012 - $Nil)

-

Office Rent Expenses to Gogiro of $1,785 (March 31, 2012 - $Nil)

 

 

7.	Stockholders' Equity (Deficit)

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, 2012, the company issued the following shares under the Securities Act of 1933 exemption Rule 144:

e)	During the three months ended March 31, 2013, the company issued the following shares under the Securities Act of 1933 exemption Rule 144:

f)	Common share purchase warrants:

 

 

 

7.	Stockholders' Equity (Deficit) (Continued)

 

g)	Stock Options

On March 26, 2013, Neil Chan, Director and CEO of the Company, exercised his option to purchase 444,444 shares of the company at the strike price of $0.09 per share for a total price of $40,000.  

		Number of Options $				Weighted average exercise price $
Options outstanding – December 31, 2012			-				-
Granted			1,660,000				0.09
Exercised			(444,444	)			0.09
Options outstanding – March 31, 2013			1,215,556	*			0.09

 

 

The Company manages liquidity risk by continuously monitoring actual and projected cash flows and matching the maturity profile of financial assets and liabilities. As at March 31, 2013, the Company had a working capital surplus of $13,402  (December 31, 2012 – $66,189).

• 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

In the first quarter of 2013 the Company continued to focus on executing the business plan of growing revenue, developing new revenue streams, pursuing increased investment and acquisitions in targeted technologies and technology companies, applying for a listing on a formal exchange, and raising required capital.

 

 

The company saw a slight increase of $5,886 in its cash position in the three month period ending March 31, 2013.  The Company used net cash of $32,663 in operating activities, but this was offset by 40,000 in proceeds from the exercise of options.

3(i)	Articles of Incorporation and amendments
3(ii)	Bylaws
31.1	Certification – Rule 13(a)-14(a)/15d-14(a) - CEO
31.2	Certification – Rule 13(a)-14(a)/15d-14(a) - COO
32.1	Certification – Section 1350 - CEO
32.2	Certification – Section 1350 – COO
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

	IGEN Networks Corp
May 14, 2013	By:	/s/ Neil Chan
		Neil Chan
		Director, Chief Executive Officer

	IGEN Networks Corp
May 14, 2013	By:	/s/ Richard Freeman
		Richard Freeman
		Director, Chief Operating Officer