SEC Info - Igen Networks Corp. - ‘10-K’ for 12/31/22

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		Alternative Formats (Word, et al.) Business Certain Relationships and Related Transactions, and Director Independence Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Controls and Procedures Directors, Executive Officers and Corporate Governance Executive Compensation Exhibits, Financial Statement Schedules Financial Statements and Supplementary Data Item 1 Item 10 Item 11 Item 12 Item 13 Item 14 Item 15 Item 1A Item 1B Item 2 Item 3 Item 4 Item 5 Item 6 Item 7 Item 7A Item 8 Item 9 Item 9A Item 9B Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Mine Safety Disclosures Other Information Part I Part Ii Part Iii Part Iv Principal Accounting Fees and Services Properties Quantitative and Qualitative Disclosures About Market Risk Risk Factors Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Selected Financial Data Signatures Table of Contents Unresolved Staff Comments
1	1st Page – Filing Submission
"	Table of Contents
"	Part I
"	Item 1
"	Business
"	Item 1A
"	Risk Factors
"	Item 1B
"	Unresolved Staff Comments
"	Item 2
"	Properties
"	Item 3
"	Legal Proceedings
"	Item 4
"	Mine Safety Disclosures
"	Part Ii
"	Item 5
"	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
"	Item 6
"	Selected Financial Data
"	Item 7
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Item 7A
"	Quantitative and Qualitative Disclosures About Market Risk
"	Item 8
"	Financial Statements and Supplementary Data
"	Item 9
"	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 9A
"	Controls and Procedures
"	Item 9B
"	Other Information
"	Part Iii
"	Item 10
"	Directors, Executive Officers and Corporate Governance
"	Item 11
"	Executive Compensation
"	Item 12
"	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"	Item 13
"	Certain Relationships and Related Transactions, and Director Independence
"	Item 14
"	Principal Accounting Fees and Services
"	Part Iv
"	Item 15
"	Exhibits, Financial Statement Schedules
"	Signatures

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ i No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ i No ☒

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: i Yes ☒ 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). i Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The aggregate market value of the Common Stock of IGEN Networks Corp. held by non-affiliates as of June 30, 2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $ i 4,452,725 based on the closing price of the common stock of $0.003.

IGEN Networks Corp. (“IGEN”, the “Company”, “we”, “our”) was incorporated in the State of Nevada on November 14, 2006, under the name of Nurse Solutions Inc. On September 19, 2008, the Company changed its name to Sync2 Entertainment Corporation and traded under the symbol SYTO. On September 15, 2008, the Company became a reporting issuer in British Columbia, Canada. On May 26, 2009, the Company changed its name to IGEN Networks Corp. On March 25, 2015, the Company was listed on the Canadian Securities Exchange (CSE) under the trading symbol IGN and the Company became a reporting Venture Issuer in British Columbia and Ontario, Canada.

The Company’s principal business is the development and marketing of software services for the automotive and fleet management industry. The Company works with wireless carriers and distribution partners to provide direct and secure access to information on vehicle assets and driver behavior. The software services are based on AWS Cloud infrastructure created to provide valuable information to its customers over the wireless network and accessible from internet connected devices. The software services are marketed through automotive dealers, financial institutions, and government channels as distinct commercial and consumer brands that include Nimbo Tracking, CU Trak, Medallion GPS and most recently “FamilyShield” sold direct to consumers.

The Company owns the DTC Patent No. 11,037,378 issued from the U.S. Patent Office as of June 15, 2021 for normalization of driver behavior data for consistent and accurate measurement of driver performance regardless of asset-type or data source. The Company also owns Patent-Pending No.17/850,258 filed on June 27, 2022. The Company has secured trademarks and distribution licenses through increased ownership of privately held technology companies.

The Company is not aware of any government approval or regulations, other than those governing the normal course of business, which will affect its own business. However, the Company is invested in and foresees future investment in, or possible joint ventures with, companies for which local, regional or national regulatory approvals, particularly those pertaining to wireless networks or GPS-based applications, may apply.

The Company is not aware of any significant costs or effects of compliance with environmental laws.

The Company’s executive management activities are undertaken by Directors of the Company on a contract basis. The Company also relies on subcontractors for product development, finance, legal, and other related professional services. On a consolidated basis, including the Company’s wholly-owned subsidiaries, the Company has 10 or less full time employees.

For a discussion of risk factors affecting the Company please refer to the Cautionary Note Regarding Forward-looking Statements included in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As a smaller reporting company, the Company is not required to provide the information required by this item.

The Company owns no plants, mines and other materially important physical properties. The Company’s office locations are specified in Item 1 of this document.

The Company is not an operator, nor has a subsidiary that is an operator, of a coal or other mine.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common shares currently trade on the both the OTC Link OTCQB in the United States under the symbol IGEN, and the Canadian Securities Exchange (CSE) in Canada under the trading symbol IGN.

As of December 31, 2022, there were 150 registered shareholders of common shares, not including objecting beneficial owners.

The Company has paid no cash dividends in the past and as of yet has had no retained earnings from which to do so.

As a smaller reporting company, the Company is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides information for the year ended December 31, 2022. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2022 (the “consolidated financial statements”). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Except where otherwise specifically indicated, all amounts in this MD&A are expressed in United States dollars.

Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should carefully read the cautionary note in this MD&A regarding forward-looking statements and should not place undue reliance on any such forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements”.

Additional information about the Company, including our most recent consolidated financial statements and our Annual Information Form, is available on our website at www.igen-networks.com, or on SEDAR at www.sedar.com and on EDGAR at www.sec.gov .

Certain statements and information in this MD&A are not based on historical facts and constitute forward- looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws (“forward-looking statements”), including our business outlook for the short and longer term and our strategy, plans and future operating performance. Forward-looking statements are provided to help you understand our views of our short and longer term prospects. We caution you that forward-looking statements may not be appropriate for other purposes. We will not update or revise our forward-looking statements unless we are required to do so by securities laws. Forward-looking statements:

Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results.

During fiscal-year 2022, the Company’s automotive dealership channels faced significant supply-chain issues that reduced available inventory and diminished profit margins. Despite these challenges IGEN continued to make progress with creating new opportunities and products in 2022. The Company moved into new offices located in Lake Elsinore in anticipation of significant growth post 2022 challenges. Creating new channels and partnerships in 2022 were key initiatives to secure longer term market share with both our consumer and commercial customers. Product and software innovation was our priority with the recent launch of our Next-Generation Platform and Medallion GPS created for Light-to-Heavy Commercial Fleets, both developed with IGEN’s patented Driver Signature and Behavior algorithms.

For the year ended December 31, 2022, the Company recognized revenues of $318,016 with a gross loss of (1)% and $(4,550) gross loss. Expenses for the year ended December 31, 2022, totaled $864,970, a decrease of $2,708,313, or 76%, from total expenses reported for 2021. Excluding stock-based compensation expense to our directors, operational expenses decreased by 16% year on year.

For the year ended December 31, 2022, the Company saw a net decrease in cash of $64,429. Cash used in operating activities was $978,056, an increase in cash used of 2% from the $962,960 net cash used in 2021. This was offset by net financings of $543,746 raised via private placements. Cash at the end of the year was $0.

Notable highlights of the year ended December 31, 2022 include the following Company achievements:

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.

Accounts receivable are recognized and carried at the original invoice amount less an allowance for expected uncollectible amounts. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s willingness or ability to pay, the Company’s compliance with customer invoicing requirements, the effect of general economic conditions and the ongoing relationship with the customer. Accounts with outstanding balances longer than the payment terms are considered past due. We do not charge interest on past due balances. The Company writes off trade receivables when all reasonable collection efforts have been exhausted. Bad debt expense is reflected as a component of general and administrative expenses in the consolidated statements of operations.

Goodwill represents the excess of the acquisition price over the fair value of identifiable net assets acquired. Goodwill is allocated at the date of the business combination. Goodwill is not amortized, but is tested for impairment annually on December 31 of each year or more frequently if events or changes in circumstances indicate the asset may be impaired. These events and circumstances may include a significant change in legal factors or in the business climate, a significant decline in the Company’s share price, an adverse action of assessment by a regulator, unanticipated competition, a loss of key personnel, significant disposal activity and the testing of recoverability for a significant asset group.

Goodwill impairment is measured as the amount by which a reporting unit’s carrying value exceeds its fair value.

The Company has only one reporting unit. Therefore, all of the Company’s goodwill relates to that reporting unit, and at December 31, 2022 and 2021, the carrying value for that reporting unit is negative.

In accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” the Company is to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.

We recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers”, using the five-step model, including (1) identify the contract with the customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue in accordance with U.S. GAAP. Title and risk of loss generally pass to our customers upon delivery, as we have insurance for lost shipments. In limited circumstances where either title or risk of loss pass upon destination or acceptance or when collection is not reasonably assured, we defer revenue recognition until such events occur. We derive substantially all our revenues from the sale of products and services combined into one performance obligation. Product revenue includes the shipment of product according to the agreement with our customers. Service revenue include vehicle tracking services and customer support (technical support), installations and consulting. A contract usually includes both product and services. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. Performance obligations include, but are not limited to, pass-thru harnesses and vehicle tracking services. Almost all of our revenues are derived from customers located in United States of America in the auto industry. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices are typically estimated based on observable transactions when these services are not sold on a standalone basis. At contract inception, an assessment of the goods and services promised in the contracts with customers is performed and a performance obligation is identified for each distinct promise to transfer to the customer a good or service (or bundle of goods or services). To identify the performance obligations, the Company considers all of the goods or services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. Revenue is recognized when our performance obligation has been met. The Company considers control to have transferred upon delivery because the Company has a present right to payment at that time, the Company has transferred use of the asset, and the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. For arrangements under which the Company provides vehicle tracking services, the Company satisfies its performance obligations as those services are performed whereby the customer simultaneously receives and consumes the benefits of such services under the agreement. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.

The Company provides product warranties with varying lengths of time and terms. The product warranties are considered to be assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in ASC 606, assurance-type warranties do not represent separate performance obligations. The Company has historically experienced a low rate of product returns under the warranty program.

Management assesses the business environment, customers’ financial condition, historical collection experience, accounts receivable aging, and customer disputes to determine whether collectability is reasonably assured. If collectability is not reasonably assured at the time of sale, the Company does not recognize revenue until collection occurs.

Revenue relating to the sale of service fees on its vehicle tracking and recovery services is recognized over the life of the contact. The service renewal fees are offered in terms ranging from 12 to 36 months and are generally payable upon delivery of the vehicle tracking devices or in full upon renewal.

Deferred revenues are recorded net of contract assets when cash payments are received from customers in advance of the Company’s performance. Contract assets represent the costs of the underlying hardware to enable the Company to perform on its contracts with customers and are amortized using the same method and term as deferred revenues. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion.

Financing costs and debt discounts are recorded net of notes payable and convertible debentures in the consolidated balance sheets. Amortization of financing costs and the debt discounts is calculated using the effective interest method over the term of the debt and is recorded as interest expense in the consolidated statement of operations.

See the notes to the consolidated financial statements of this Form 10-K for further discussion.

As of December 31, 2022, the Company had total current assets of $52,043, a 70% decrease from the end of 2021. This decrease was mostly due to a $122,323 decrease in cash, accounts receivable, and inventory, because of the timing of payments to Nimbo from its customers and a decrease in new sales contracts in Q4 2022.

The Company’s current liabilities as of December 31, 2022, were $1,186,049, a 9% increase over those reported at the end of the 2021. However, $81,066 (or 7%) of the Company’s current liabilities were deferred revenues, net to be recognized in future periods. The increase in current liabilities was mostly due to a $482,408 increase in notes payable as of December 31, 2022.

IGEN ended 2022 with negative working capital of $1,134,006. Adequate working capital remains a core requirement for growth and profitability and to facilitate further acquisitions, and the Company continues to work at improving its working capital position through ongoing equity and debt financing and actively managing the Company’s growth to achieve sustainable positive cash flow.

In 2022, the Company raised an additional $1,070,746 in financings and borrowing on notes payable and converted $437,139 of preferred stock into shares of common stock. These transactions are further disclosed in notes to the consolidated financial statements.

As of December 31, 2022, the Company’s total assets were $616,290, a 19% decrease over the prior year, due primarily to the decrease in current assets previously discussed. The majority of the Company’s assets remain $505,508 in goodwill associated with the acquisition of Nimbo in 2014.

As of December 31, 2022, the Company’s total liabilities were $1,455,515, which reflects $81,632 in long-term deferred revenue, net in addition to the $1,186,049 in current liabilities previously discussed. This long-term deferred revenue is the portion of service contracts signed in previous years for which service, and the associated revenue recognition, occurs beyond 2023. Total liabilities increased by 6% over the previous year, however 11%, or $162,698 of the Company’s year-end total liabilities was deferred revenue, net, compared with $145,485 of deferred revenue, net reported at the end of 2021.

The above resulted in net assets as of December 31, 2022 being ($839,225) and an accumulated deficit of $20,170,140.

The Company is continuing its efforts to increase its asset base, raise funds and improve cashflow to improve its working capital position. As of the date these financial statements were issued, the Company believes it has adequate working capital and projected net revenues and cash flows to maintain existing operations for approximately six months without requiring additional funding. The Company’s business plan is predicated on raising further capital for the purpose of further investment and acquisition of targeted technologies and companies, to fund growth in these technologies and companies, and to expand sales and distribution channels for companies it currently owns or is invested. It is anticipated the Company will continue to raise additional capital through private placements or other means in the both the near and medium term.

The reader is cautioned that the Company’s belief in the adequacy of its working capital, the continuation and growth of future revenue, the ability of the Company to operate any stated period without additional funding, and the ability to successfully raise capital are forward looking statements for which actual results may vary, to the extent that the company may need capital earlier than anticipated and/or may not be able to raise additional capital.

For the year ended December 31, 2022, the Company had revenues of $318,016, an 18% increase over the revenues reported for same period in 2021. Increase in revenue was primarily due to the impact of COVID-19 in 2021 on demand for new vehicles at our customers’ franchise dealerships.

Costs of goods sold for 2022 were $322,566, representing an increase of 161% year on year. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross loss was $4,550, representing a decrease of 103% year on year, and gross margins of (1%).

Though the Company increased revenues, decreased gross profit, and decreased gross margins year on year, we continue to review hardware vendor, inventory, and order fulfillment strategies as well as product and service pricing models to continually improve overall margins.

Expenses for the year ended December 31, 2022, totaled $903,048, a decrease of $2,670,235, or 75%, from total expenses reported for 2021. Excluding stock-based compensation expense to our directors, operational expenses increased by 4% year on year.

For the year ended December 31, 2022, the Company had a net loss of $907,598 (or ($0.00) per basic and diluted share) compared with a net loss of $3,428,937 (or ($0.00) per basic and diluted share) in 2021. Included in the net loss of $907,598, is $301,360 of other income related to the Company’s gain on settlement of debt recognized in 2022.

The Company continues to invest in personnel, channels, and product development in order to drive revenue growth and increase gross profits sufficient to enable the Company to achieve profitability.

As a smaller reporting company, the Company is not required to provide the information required by this item.

We have audited the accompanying consolidated balance sheets of IGEN Networks Corp. and subsidiary (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the two years ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the two years ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As described in Note 2 to the financial statements, the Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenues from Contracts with Customers (“ASC 606”). In applying ASC 606 to the Company’s customer contracts, there is significant judgement regarding the identification of the performance obligations, and in particular as it relates to whether hardware is a separate performance obligation or part of the performance obligation that relates to tracking services. In addition, there is also judgement as to the period of the time that revenue should be recognized for certain performance obligations, and for certain transactions there is judgement as to whether a single contract is a single contract with two performance obligations or in substance two separate contracts for accounting purposes. These matters require significant judgement and ultimately affect the timing of revenue recognition, and as a result, we identified revenue recognition as a critical audit matter.

To address the above matters relating to revenue recognition, our audit procedures included reviewing management’s detailed evaluation of the application of ASC 606 as it applies to its various types of customer contracts and verifying that the evaluation properly considered the guidance in ASC 606. Further, our procedures also included reviewing customer contracts, testing the details of a number of transactions, and performing other procedures to verify the appropriateness of the Company’s application of ASC 606.

(The accompanying notes are an integral part of these consolidated financial statements)

Consolidated Statements of Redeemable Convertible Preferred stock and Stockholders’ Deficit

(The accompanying notes are an integral part of these consolidated financial statements)

See Note 7 for fair value measurement information related to the Company’s derivative liabilities.

The fair values of cash and cash equivalents, accounts and other receivables, restricted cash, and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The fair value of cash is determined based on “Level 1” inputs and the fair value of derivative liabilities is determined based on “Level 3” inputs. The recorded values of notes payable, approximate their current fair values because of their nature and respective maturity dates or durations. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility to these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. Financial instruments that potentially subject the Company to concentrations of credit risk consists of cash and accounts receivable. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.

The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial position or results of operations.

During the year ended December 31, 2022, the Company entered into four separate notes with an investor, for total principal of $ i 400,000. The notes i mature through March 2023 and bear interest between i 6% and i 12% per annum. As of December 31, 2022, the principal and interest owed on these notes totaled $ i 401,516.

Based on the terms of the conversion feature, the Company could be required to issue an infinite number of shares of common stock. As such, the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of the conversion feature using the Binomial Lattice Model on the date of issuance, on the date of each conversion notice, and remeasures the fair value at each reporting period. During the year ended December 31, 2022, the Company issued 445,500 shares of series A preferred stock for proceeds of $ i 405,000. Related to these issuances, the Company recorded derivative liabilities of $ i 175,638 and discounts to the preferred stock of $ i 175,638, which is being amortized to deemed dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $ i 126,186.

During the year ended December 31, 2022, the holder of the Series A preferred stock converted i 430,375 shares of Series A preferred stock and accrued dividends into i 264,726,807 shares of common stock. Related to these conversions during the year ended December 31, 2022, the Company recorded a reduction of the associated derivative liability for the conversion features of $ i 241,490 and a reduction of the preferred stock discount of $ i 142,620 and $ i 125,406 of deemed dividend.

In February 2021, the Company issued i 500,000 shares of its Series B Super Voting Preferred Stock. i Each share of Series B preferred stock has voting rights equal to 500 shares of common stock, is not entitled to receive dividends, is not convertible into shares of common stock. If the holder of the Series B preferred stock ceases to be a Board Member, the Company will repurchase any Series B preferred stock from the holder for a price of $ i 0.001 per share. If the holder of the Series B preferred stock proposes to transfer any shares of Series B preferred stock, the Company will have 90 days to repurchase the shares for a price of $ i 0.001 per share. The grant date fair value of the Series B preferred stock issued during the nine months ended September 30, 2021 was $ i 278,447 and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations.

During the year ended December 31, 2022, the Company repurchased i 1,250,000 shares of its Series B Super Voting Preferred Stock, valued at $ i 65,572 and $ i 1,250 cash, per the terms of the Series B shareholder agreement.

During the year ended December 31, 2022, the Company issued i 3,113,005 shares of common stock for services provided by a vendor.

During the year ended December 31, 2022, the Company issued i 19,560,705 shares of common stock for the exercise of a warrant on a cashless basis.

During the year ended December 31, 2022, the Company issued i 264,726,807 shares of common stock for the conversion of Series A preferred stock and accrued dividends.

During the year ended December 31, 2022, the Company issued i 12,500,000 shares of common stock as a commitment fee for a new equity line of credit.

During the year ended December 31, 2022, the Company issued i 93,490,998 shares of common stock for cash proceeds of $ i 153,746.

During the year ended December 31, 2022, the Company issued i 20,000,000 shares of common stock for services provided by management and the board of directors.

During the year ended December 31, 2021, the Company sold a total of i 151,368,383 shares of common stock for proceeds of $ i 621,745.

During the year ended December 31, 2021, the Company issued a total of i 10,479,231 shares of common stock for the conversion of $ i 58,588 of accrued expenses owed to the VP and General Manager and another employee.

During the year ended December 31, 2021, the Company issued i 498,260 shares for the cashless exercise of warrants.

During the year ended December 31, 2021, the Company issued i 113,571,223 shares of common stock for the conversion of Series A preferred stock and accrued dividends.

During the year ended December 31, 2021, the Company issued i 1,780,825 shares of common stock for the conversion of debt and accrued interest.

During the year ended December 31, 2021, the Company issued a total of i 6,979,452 shares of common stock for a loan commitment fee and a loan extension fee.

The Company is required to file US federal and California tax returns, however the Company has not filed its federal or state returns since 2009 Due to the Company’s loss position the statute remains open for any losses carried over into the current year which means all years from 2007 remain open to examination.

The Company has adopted FASB ASC 740, “Income Taxes” to account for income taxes. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement. This standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in the tax return. ASC 740 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transaction. In accordance with ASC 740-10-50, the Company is classifying interest and penalties as a component of tax expense.

The Company has a reserve related to unrecognized tax positions of $ i 90,000 as of December 31, 2022, which is presented as part of accounts payable and accrued liabilities. These unrecognized tax positions, if recognized, would affect the effective tax rate. A reconciliation of the change in the unrecognized tax positions for the year ended December 31, 2022 is as follows:

Future payments under noncancelable operating leases having initial or remaining terms of one year or more are as follows for the succeeding fiscal year and thereafter:

We have made certain indemnities and guarantees, under which we may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions. We indemnify our officers and directors to the maximum extent permitted under the laws of the State of Nevada. The duration of these indemnities and guarantees varies and, in certain cases, is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. Historically, we have not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

In the ordinary course of business, we may face various claims brought by third parties and may, from time to time, make claims or take legal actions to assert our rights, including intellectual property disputes, contractual disputes and other commercial disputes. Any of these claims could subject us to litigation. Management believes there are currently no claims that are likely to have a material effect on our consolidated financial position and results of operations.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

The Company carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures with the participation of all the Company’s executives, the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2022. The conclusions of the Company’s principal executives was that the controls and procedures in place were effective such that the information required to be disclosed in our SEC reports was a) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and b) accumulated and communicated to our management, including our chief executive offer and chief operation officer, as appropriate to allow timely decisions regarding required disclosure.

As of December 31, 2022, management assessed the effectiveness of our internal control over financial reporting. The Company’s management is responsible for establishing and maintain adequate internal control over financial reporting for the Company. Internal control over financial reporting is a set of processes designed by or under the supervision of the Company’s CEO, COO and CFO (or executives performing equivalent functions) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on that evaluation, they concluded that during the period covered by this report, though there are weaknesses in the Company’s internal controls, given the current size of the organization, such internal controls and procedures as were in place were adequately effective to detect the inappropriate application of US GAAP. We did not identify any material weaknesses.

There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of December 31, 2022, that occurred during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

During the fourth quarter of the fiscal year ended December 31, 2022, there was no information required to be reported on Form 8-K which was not previously reported.

The following are brief backgrounds on the Directors and Officers of the Company

Mr. Nealon is the Principal Attorney in Nealon & Associates, P.C., and a Washington, D.C. based law and government relations firm. He has been practicing law for twenty-seven years and has achieved an AV rating from Martindale-Hubbell, the leading rating bureau for the legal profession. Mr. Nealon has a B.A. from University of Rochester (1977) and M.B.A. from Rochester Institute of Technology (1978). He received his Juris Doctorate, magna cum laude, from the University of Bridgeport in 1982 and his Masters of Law in Taxation (L.L.M.) degree from Georgetown University in 1984. He is a member of the bar associations of New York State and Virginia, the American Bar Association and the Federal Bar Association. Mr. Nealon served as Adjunct Instructor of Corporate Law, George Washington University from 1985 until 2005. Mr. Nealon has been lead counsel on hundreds of commercial trials, including multi-million dollar derivative action lawsuits, security fraud and government contract fraud. He has been counsel to hundreds of corporations, including insurance affinity marketing, manufacturing and multiple financial institutions. Mr. Nealon has been active over the years in national politics and government relations.

Mr. Nealon was appointed to the Virginia Small Business Advisory Board by former Virginia Governor Warner and was reappointed to this state board by Governor Kaine through 2010 as its Chairman. Mr. Nealon is also a current appointee to the George Mason University Advisory Board for the Institute for Conflict Analysis and Resolution in Arlington. He is also a member of the National Press Club and the Democratic National Club.

Mr. Chan is a career technologist who has pioneered disruptive technologies in more than 45 countries over the last 30 years. From start-up to $400M in annual revenues, Mr. Chan has led and created the best-in-class sales, marketing, and service organizations during the development of wireless data infrastructure, mobile solutions, Software-as-a-Service for commercial fleets, and Hybrid-Fiber-Cable(HFC) broadband infrastructure and solutions. Mr. Chan led the first technology transfer initiative between Canada and Mainland China on behalf of Spar Aerospace and Gandalf Technologies Inc., along with training, product marketing and sales responsibilities for growing Gandalf’s export markets. During early development of mobile data solutions, Mr. Chan was recruited to Motorola Inc., to lead the product marketing and development of the industry’s first mobile data solutions for public safety, taxi, utility, and field service markets. As Motorola’s Managing Director, Mr Chan lead the expansion of HFC broadband voice and data networks throughout the Asia Pacific region growing to $400M in annual revenues during the first three years of business formation. Along with founding members of the cable modem industry, Mr. Chan joined Airvana Inc., to lead business development for the early adoption of broadband wireless networks, leading to the industry’s first deployment of CDMA-based wireless broadband networks in North America. Most recently, Mr. Chan led worldwide sales and marketing of fleet management services for WebTech Wireless Inc., contributing five years of record growth and industry leadership across government and transportation markets. Mr. Chan has served on the Executive Review Board of Royal Roads University and continues to mentor and support early stage technology companies.

Mr. Wells is presently the President and CEO of Positioning Universal. During his 25 years of experience in the wireless industry, he has pioneered the development and marketing of wireless products, semiconductor technology, and leading edge wireless services. Mr. Wells co-founded DriveOK, which merged with Procon and eventually became Spireon where he led the company during its growth period in becoming the industry leader of GPS vehicle tracking technologies. Prior to Procon, Mr. Wells was the co-founder and CEO of Zucotto Wireless, where he raised $60M in venture capital to develop wireless semiconductor technologies and secured customers that included Panasonic, Nokia, and Alcatel. Mr. Wells has also held marketing roles with Nokia Mobile Phones where he managed a $10B revenue value of mobile phone products, and later served as Vice President & General Manager at DSP Communications which was eventually sold to Intel for $1.6B. Most recently, Mr. Wells has co-founded and mentored several dozen early-stage technology companies and served as a consultant to Fortune 500 companies.

Mr. Sierra has served as President of the Antelope Valley Hispanic Chamber of Commerce (AVHCC) - the first President elected to a second term in the organization’s 20 year history. AVHCC’s mission is to provide Hispanic entrepreneurship, community growth, and development, by supporting economic programs designed to strengthen and expand the potential of all business. Prior and concurrent to Mr. Sierra’s role with AVHCC was his position as Agency Vice President of HBW Insurance and Financial Services. Mr. Sierra served as an Independent Associate with Legal Shield, Regional Vice President for Primerica Financial Services, marketing Representative for 21 ^st Century/AIG direct, community Representative for Palmdale School District and Palmdale Head Start. Mr. Sierra also served 14 years as a Counter Intelligence Specialist with the United States Marine Corps.

The Company has not yet adopted a complete code of ethics policy as defined in Item 406 of Regulation S-K, however the company has adopted a disclosure policy that applies to all directors, officers and employees of the Company, as part of a program to establish a comprehensive code of ethics. The Company’s disclosure policy is available on its website www.igennetworks.net

The Company does not have an audit committee. The functions of an audit committee are done by the board of directors as a whole, as specified in section 3(a)(58)(B) of the Exchange Act. As such, the Company has no audit committee financial expert serving on an audit committee.

The Company currently has no unearned or unvested stock awards, or equity incentive plan awards of either options or stock.

¹ Provides information on Directors not serving as executive officers only. Compensation for directors also servicing as executive officers is listed in the summary compensation table at the beginning of this Item.

Directors received no cash compensation in 2022 but each received 5,000,000 shares of common stock..

The CEO, Neil Chan who is also a director of the Company earned a salary of $142,000 in 2022, same as 2021. In 2019, Mr. Chan was granted another 1,000,000 stock options, resulting in a total of 1,000,000 options as of December 31, 2022.

Mr. Abel Sierra, COO, is paid $121,000 per annum. Mr. Sierra was granted 500,000 stock options during 2019. Mr. Sierra has a total of 500,000 stock options unexercised as of December 31, 2022.

There are currently no long term incentive plans or pension plans for directors or officers of the Company.

The Company does provide indemnity insurance coverage for directors and officers of the Company. Presently assessing alternative coverage.

The Company has no compensation committee. The board of directors as a whole acts in the capacity of a compensation committee. All executive officers of the Company are also directors of the Company and as such were and are able to vote on matters of compensation. Though the Company is not legally obligated to establish a compensation committee, we may do so when deemed advisable by the board.

As a smaller reporting company, the Company is not required to report the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and as such there was no review or recommendation as to its inclusion in this report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following details securities authorized for issuance as of December 31, 2022.

The table below sets forth information regarding the ownership of our common stock, as of December 31, 2022 unless otherwise indicated in the footnotes to the table, by (i) all persons known by us to beneficially own more than 5% of our common stock, (ii) each of our current directors and director nominees, (iii) our principal executive officer and our other executive officers who were serving as such at the end of Fiscal 2022 (each, a “named executive officer”), and (iv) all of our directors, director nominees and executive officers as a group. We know of no agreements among our stockholders that relate to voting or investment power over our common stock or any arrangement the operation of which may at a subsequent date result in a change of control of us.

Beneficial ownership is determined in accordance with applicable SEC rules and generally reflects sole or shared voting or investment power over securities. Under these rules, a person is deemed to be the beneficial owner of securities that the person has the right to acquire as of or within 60 days after December 31, 2022, upon the exercise of outstanding stock options or warrants, the conversion of outstanding convertible notes, or the exercise or conversion of any other derivative securities affording the person the right to acquire shares of our common stock. As a result, each person’s percentage ownership set forth in the table below is determined by assuming that all outstanding stock options, warrants or other derivative securities held by such person that are exercisable or convertible as of or within 60 days after December 31, 2022 have been exercised or converted. Except in cases where community property laws apply or as indicated in the footnotes to the table, we believe that each person identified in the table below possesses sole voting and investment power over all shares of common stock shown as beneficially owned by such person. All ownership percentages in the table are based on 2,007,815,097 shares of our common stock outstanding as of March 15, 2023.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

(a) During the years ended December 31, 2022 and 2021, the Company incurred approximately $145,000 and $147,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2022 and 2021, the Company owed approximately $5,000 and $9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand.

(b) During the years ended December 31, 2022 and 2021, the Company issued 0 and 4,608,173 shares of common stock for the conversion of $0 and $24,729, respectively of accrued expenses owed to the CEO and COO.

(c) During the year ended December 31, 2022 and 2021, the Company recorded approximately $0 and $8,000, respectively to the CEO and COO for rent and other office expenses.

In the USA, the Company’s common stock is listed on the OTC Link OTC Pink inter-dealer quotation system, and in Canada on the CSE, neither of which have director independence requirements.

Aggregate fees billed for professional services rendered by the Company’s principal accountant for the audit of the Company’s annual financial statements, review of financial statements in quarterly filings, or services associated with statutory and regulatory filings for the last two fiscal years are as follows:

Aggregate fees billed in the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported above are as follows:

Aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning are as follows:

Aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above, are as follows:

The Company does not at this time have an audit committee and no formal pre-approval policies or procedures have yet been implemented. The board of directors acting in lieu of an audit committee is required to pre-approve the engagement of the Company’s principle accountant for non-auditing services.

Pursuant to the requirements of Section 13 or 15(d) 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.

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

Large accelerated filer	☐	Accelerated filer	☐
i Non-accelerated Filer	☐	Smaller reporting company	i ☒
		Emerging growth company	i ☐

		Page
PART I

ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	4
ITEM 2.	PROPERTIES	4
ITEM 3.	LEGAL PROCEEDINGS	4
ITEM 4.	MINE SAFETY DISCLOSURES	4

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6.	SELECTED FINANCIAL DATA	5
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	5
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	11
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	34
ITEM 9A.	CONTROLS AND PROCEDURES	34
ITEM 9B.	OTHER INFORMATION	34

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	35
ITEM 11.	EXECUTIVE COMPENSATION	36
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	37
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	39
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	39

PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	40

	SIGNATURES	41

	·	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 to 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.

Igen Networks Corp. – ‘10-K’ for 12/31/22

On: Monday, 4/17/23, at 6:47am ET · For: 12/31/22 · Accession #: 1640334-23-658 · File #: 0-55289

Previous ‘10-K’: ‘10-K’ on 3/31/22 for 12/31/21 · Latest ‘10-K’: This Filing

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‘10-K’ — Annual Report

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Dates Referenced Herein and Documents Incorporated by Reference

	·	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;

I)	IGEN established a partnership with Prolog with the integration of technology platforms to better serve the US Government markets IGEN launches Medallion GPS PRO for Medium-to-Heavy Duty Commercial Fleets

ii)	IGEN announces an exclusive marketing agreement with the Association of Credit Unions Executives of Puerto Rico

iii)	IGEN files Patent-Pending Application for creating real-time driver Telematic Signatures for autonomous vehicles

iv)	IGEN receives patent acceptance for its Digital Telematics Signature (DTC) patent for greater accuracy in measuring driver performance

v)	IGEN is awarded a contract to provide Fleet Management Services to all New-York State Counties

vi)	IGEN reports a net income and profit for the June 30, 2022 reporting period

	December 31, 2022			December 31, 2021

Assets

Current Assets
Cash	$	i -		$	i 64,429
Accounts and other receivables, net		i 21,902			i 38,754
Inventory		i 30,141			i 71,183
Total Current Assets		i 52,043			i 174,366

Deposits		i 5,722			i 5,722
Operating lease asset, net		i 53,017			i 76,230
Goodwill		i 505,508			i 505,508
Total Assets	$	i 616,290		$	i 761,826

Liabilities and Stockholders’ Deficit

Current Liabilities
Accounts payable and accrued liabilities	$	i 360,227		$	i 678,347
Current portion of deferred revenue, net of contract assets		i 81,066			i 65,715
Notes payable, current portion		i 596,746			i 114,338
Convertible debentures, current portion, net of discount of $ i 0 and $ i 30,586, respectively		i 37,000			i 89,064
Derivative liabilities		i 111,010			i 136,902
Total Current Liabilities		i 1,186,049			i 1,084,366

Notes payable, net of current portion		i 160,736			i 152,147
Operating lease liability, net of current portion		i 27,098			i 55,211
Deferred revenue, net of contract assets and current portion		i 81,632			i 79,770
Total Liabilities		i 1,455,515			i 1,371,494

Commitments and Contingencies

Redeemable convertible preferred stock – Series A:
Authorized – i 1,250,000 shares with $ i 0.001 par value, i 214,500 shares and i 199,375 shares issued and outstanding as of December 31, 2022 and 2021, respectively, aggregate liquidation preference of $ i 218,222 and $ i 203,463 as of December 31, 2022 and 2021, respectively, and net of discount of $ i 59,954 and $ i 101,317 as of December 31, 2022 and 2021, respectively		i 138,429			i 84,022

Stockholders’ Deficit
Series B preferred stock – Authorized – i 5,000,000 shares with $ i 0.001 par value, issued and outstanding – i 3,750,000 and i 5,000,000 shares, as of December 31, 2022 and 2021, respectively		i 3,750			i 5,000
Common stock: Authorized – i 2,190,000,000 shares with $ i 0.001 par value issued and outstanding – i 1,890,261,047 and i 1,476,869,532 shares as of December 31, 2022 and 2021, respectively		i 1,890,262			i 1,476,870
Additional paid-in capital		i 17,298,474			i 16,900,962
Accumulated deficit		( i 20,170,140	)		( i 19,076,522	)
Total Stockholders’ Deficit		( i 977,654	)		( i 693,690	)
Total Liabilities and Stockholders’ Deficit	$	i 616,290		$	i 761,826

	Years ended December 31,
	2022			2021

Revenues:
Sales, services	$	i 318,016		$	i 268,947
Total Revenues		i 318,016			i 268,947
Cost of goods sold		i 322,566			i 123,793
Gross (Loss) Profit		( i 4,550	)		i 145,154

Expenses:
Selling, general and administrative expenses		i 400,860			i 423,288
Payroll and related		i 338,594			i 284,110
Management and consulting fees		i 192,350			i 193,647
Stock-based director expense		i 36,000			i 2,590,040
Total Expenses		i 967,804			i 3,491,085
Loss Before Other Income (Expense)		( i 972,354	)		( i 3,345,931	)
Other Income (Expense):
Accretion of discounts on convertible debentures		( i 35,201	)		( i 134,014	)
Change in fair value of derivative liabilities		( i 48,691	)		i 79,337
Gain on extinguishment of debt, net		i 301,360			i -
Interest expense		( i 151,912	)		( i 27,521	)
Total Other Income (Expense), net		i 65,556			( i 82,198	)
Net Loss before Provision for Income Taxes		( i 906,798	)		( i 3,428,129	)
Provision for Income Taxes		( i 800	)		( i 808	)
Net Loss		( i 907,598	)		( i 3,428,937	)
Accrued and deemed dividend on redeemable convertible preferred stock		(251,592	)		(371,926	)
Net loss attributable to common stockholders		( i 1,159,190	)		( i 3,800,863	)
Basic and Diluted Loss per Common Share	$	( i 0.00	)	$	( i 0.00	)
Weighted Average Number of Common Shares Outstanding		i 1,613,852,078			i 1,263,939,724

Computer equipment	i 3 years i straight-line
Office equipment	i 5 years i straight-line
Software	3 years i straight-line

	December 31, 2022			December 31, 2021
Trade accounts receivable	$	i 38,190		$	i 49,462
Allowance for doubtful accounts		( i 16,288	)		( i 10,708	)
	$	i 21,902		$	i 38,754

	December 31, 2022		December 31, 2021
Trade accounts payable	$	i 174,319	$	i 540,288
Accrued liabilities		i 49,723		i 5,740
Lease liability, current portion		i 28,110		i 21,019
Accrued interest payable		i 2,386		i 6,097
Payroll and commissions payable		i 15,689		i 15,203
Unrecognized tax position		i 90,000		i 90,000
	$	i 360,227	$	i 678,347

	2022			2021
Expected volatility		i 145- i 166	%		i 135- i 275	%
Risk free interest rate		i 1.34- i 4.68	%		i 0.05- i 0.15	%
Expected life (in years)		i 0- i 1.5			i 0- i 1.5

	Level 3 Carrying Value as of December 31, 2022		Level 3 Carrying Value as of December 31, 2021
Derivative liabilities:
Embedded conversion feature – convertible debt	$	i -	$	i 51,131
Embedded conversion feature – preferred stock		i 111,010		i 85,771
	$	i 111,010	$	i 136,902

	For The Year Ended December 31, 2022			For The Year Ended December 31, 2021
Embedded Conversion Features – Debt Instruments
Balances, as of the beginning of the year	$	i 51,131		$	i 97,024
Derivative liabilities recorded upon issuance of debt instruments		i -			i -
Extinguishment due to conversion of debt instruments		i -			( i 8,994	)
Net changes in fair value included in net loss		( i 51,131	)		( i 36,989	)
Ending balance	$	i -		$	i 51,131

Embedded Conversion Features – Preferred Stock
Balances, as of the beginning of the year	$	i 85,771		$	i 92,751
Derivative liabilities recorded upon issuance of preferred stock		i 175,639			i 392,410
Extinguishment due to conversion of preferred stock		( i 241,490	)		( i 356,951	)
Net changes in fair value included in net loss		i 91,090			( i 42,439	)
Ending balance	$	i 111,010		$	i 85,771

Total ending balance	$	i 111,010		$	i 136,902

(a)	During the years ended December 31, 2022 and 2021, the Company incurred approximately $ i 145,000 and $ i 147,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, 2022 and 2021, the Company owed approximately $ i 5,000 and $ i 9,000, respectively, to directors and officers and a company controlled by a director, which is included in accounts payable and accrued liabilities. The amounts owed are unsecured, non-interest bearing, and due on demand.

(b)	During the years ended December 31, 2022 and 2021, the Company issued i 0 and i 4,608,173 shares of common stock for the conversion of $ i 0 and $ i 24,729, respectively of accrued expenses owed to the CEO and VP of Operations.

(c)	During the year ended December 31, 2022 and 2021, the Company recorded approximately $ i 0 and $ i 8,000, respectively to the VP and General Manager for rent and other office expenses.

	·	Voting – Series A Preferred i Stockholders have no voting rights
	·	Dividends – i 8% cumulative dividend, compounded daily, payable solely upon redemption, liquidation, or conversion. (increases to i 22% for an event of default)
	·	Liquidation Preference – i equal to the then Stated Value (initially $1.00 per share) as adjusted pursuant to the terms in the agreement (including but not limited to the additional of any accrued unpaid dividends and the Default Adjustment (as defined), if applicable.
	·	Redemption – Company has the right to redeem the shares from the issuance date through 270 days following the issuance date using the table noted in the Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock agreement. After 270 days, except for the Mandatory Redemption, the Company does not have the right to redeem the shares.
	·	Mandatory Redemption – i 18 months after the Issuance Date or upon the occurrence of an Event of Default, the Company is required to redeem all of the shares of Series A Preferred Stock of the Holder. The Company shall make a cash payment in an amount equal to the total number of shares of Series A Preferred Stock held by the Holder multiplied by the then current Stated Value as adjusted (including but not limited to the addition of any accrued unpaid dividends and the Default Adjustment
	·	Conversion – i At any time after 6 months following the Issuance Date, the Holder may convert all or any part of the outstanding Series A Preferred Stock into shares of Common Stock. The Variable Conversion Price is defined as 75% of the Market Price. The Market Price is defined as the average of the 3 lowest Trading Prices for the Common Stock during the 15 day Trading Period ending on the last complete Trading Day prior to the Conversion Date.
	·	Default Adjustments – Upon the occurrence of any Event of Default, the Stated Value will be increased between 150% and 200%, depending on the Event of Default.

	Number of warrants			Weighted average exercise price

Balance, January 1, 2021		i 166,517,918		$	i 0.00
Issued		-			i -
Adjusted for triggered down-round provisions					i 0.00
Exercised					i 0.00
Expired		( i 980,392	)		i 0.00
Balance, December 31, 2021		i 165,537,526			i 0.00
Issued		-			i -
Adjusted for triggered down-round provisions		-			i 0.00
Exercised		( i 20,408,163	)		i 0.00
Expired		( i 50,000	)		i 0.00
Balance, December 31, 2022		i 145,079,363		$	i 0.00

Number of warrants outstanding	Exercise price		Expiration date
i 2,222,222	$	i 0.03	i December 2, 2024
i 142,857,141	$	i 0.00	i September 23, 2024
i 145,079,363

	2022		2021
Current:
Federal	$	i -	$	i -
State		i 800		i 808
Foreign		i -		i -
Total Current		i 800		i 808
Deferred:
Federal		i -		i -
State		i -		i -
Foreign		i -		i -
Total Deferred		i -		i -
Provision for income taxes	$	i 800	$	i 808

	2022			2021
Computed tax benefit at federal statutory rate	$	( i 190,596	)	$	i 764,147
State taxes		i 632			i 638
Permanent items		i 75			i 75
Stock-based compensation		i 175,196			i 8,829
Incentive stock options		i -			i -
Conversion feature derivative liability		i -			i -
Interest expense, derivative liability		i -			i -
Uncertain tax positions		i -			i -
Impact of difference related to foreign earnings		i -			i -
Gain on extinguishment of debt		i -			i -
Change in fair value of derivative liability		i 10,225			i 16,661
Valuation allowance		i 5,268			( i 789,542	)
Provision for income taxes	$	i 800		$	i 808

	2022			2021
Deferred Tax Assets:
Net operating loss carryforwards	$	i 2,967,000		$	i 604,000
Stock-based compensation		i 529,000			i 767,000
Accounts receivable and other timing differences		i 140,000			i 138,000
Basis difference in assets and debt		( i 80,000	)		( i 71,000	)
Total Deferred Tax Asset		i 3,556,000			i 1,438,000
Valuation allowance		( i 3,556,000	)		( i 1,438,000	)
Net Deferred Tax Asset	$	i -		$	i -

	Federal and State
Balance at January 1, 2022	$	i 90,000
Additions for tax positions related to current year		i -
Additions for tax positions related to prior years		i -
Balance at December 31, 2022	$	i 90,000

	Year Ended December 31,
	2021			2020
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows from operating lease	$	i 26,210		$	i 7,785
Operating lease asset obtained in exchange for lease liability:
Operating lease	$	i -		$	i 81,668
Remaining lease term
Operating lease	i 1.83 years			i 2.83 years
Discount rate
Operating lease		i 12.00	%		i 12.00	%

	For the Years Ended December 31,

2023	$	i 33,244
2024		i 28,610
Total minimum lease payments		i 61,854
Less imputed interest		( i 6,646	)
Present value of lease liabilities		i 55,208
Less current portion of operating lease liability (included in accounts payable and accrued expenses)		( i 28,110	)
Non-current operating lease liability	$	i 27,098

Igen Networks Corp. – ‘10-K’ for 12/31/22

On: Monday, 4/17/23, at 6:47am ET · For: 12/31/22 · Accession #: 1640334-23-658 · File #: 0-55289

Previous ‘10-K’: ‘10-K’ on 3/31/22 for 12/31/21 · Latest ‘10-K’: This Filing

Annual Report — Form 10-KFiling Table of Contents

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Annual Report — Form 10-K

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‘10-K’ — Annual Report

Document Table of Contents

·	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

·	provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

·	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Name	Age		Position	Term of Office
Robert Nealon		67	Director, Chairman of the Board	July 8, 2010 to present
Neil G. Chan		61	Director, Chief Executive Officer	September 1, 2011 to present
Mark Wells		61	Director	January 17, 2018 to present
Abel I. Sierra		50	Director, Chief Operating Officer	September 15, 2017 to present

Name and principal position	Year	Salary ($)(1)		Stock awards ($)		Option awards ($)(2)		Total ($)

Neil G. Chan – CEO & Director	2022		142,000		9,000		0		149,000
Neil G. Chan – CEO & Director	2021		142,000		0		0		142,000

Abel I. Sierra – COO	2022		121,000		9,000		0		130,000
Abel I. Sierra – COO	2021		121,000		0		25,000		146,000

(1)	Salary for services as an executive officer. No compensation for services as a director
(2)	Valuation of Stock and Option awards are based on the issuance details listed in Note 11 to the Company’s consolidated financial statements for the year ended December 31, 2021.

Name and principal position	Year	Salary ($)		Stock awards ($)		Option awards ($)		Total ($)
Robert Nealon	2022		0		9,000		0		9,000
Neil G. Chan	2022		0		9,000		0		9,000
Abel Sierra	2022		0		9,000		0		9,000
Mark Wells	2022		0		9,000		0		9,000

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)		(a)		(a)
Equity compensation plans approved by security holders		1,500,000		0.04		6,515,000
Equity compensation plans not approved by security holders		0		N/A		0
Total		1,500,000		0.04		6,515,000

	Shares Beneficially
	Owned
Name and Address of Beneficial Owner:	Number		Percent
5% Stockholders:

Directors and Executive Officers:
Neil Chan(2)		55,120,008		2.7	%
Abel Sierra(3)		20,408,170		1.0	%
Robert Nealon(4)		8,316,667	*
Mark Wells		5,960,785	*
All executive officers and directors as a group (4 persons)		89,805,630		4.5	%

*	Represents beneficial ownership of less than 1%.
(1)	not used
(2)	Represents 1,000,000 shares of Common Stock issuable upon the exercise of stock options that are or will be vested and exercisable within 60 days after December 31, 2022, and 54,120,008 outstanding shares of Common Stock.
(3)	Represents 500,000 shares of Common Stock issuable upon the exercise of stock options that are or will be vested and exercisable within 60 days after December 31, 2022, and 19,758,170 outstanding shares of Common Stock.
(4)	Not used
(5)	Not used

3(i)		Articles of Incorporation and amendments
3(ii)		Bylaws
21		Subsidiary Information
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

April 17, 2023	By:	/s/ *Neil Chan*
		Neil Chan,
		Chief Executive Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)