UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2021~~2022.

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

FOR THE TRANSITION PERIOD FROM ______ TO ______.

Commission File No. 333-141875

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.)

31772 Casino Drive, Suite C. Lake Elsinore, CA 92530

(Address of principal executive offices) (Zip Code)

1-855-912-5378

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ 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 ☐ 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: 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). 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.

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

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 ☐ No ☒

The aggregate market value of the Common Stock of IGEN Networks Corp. held by non-affiliates as of June 30, ~~2021~~2022, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $94,~~670~~452,~~041~~725 based on the closing price of the common stock of $0.~~0079~~003.

The number of shares of the registrant’s common stock outstanding as of March 15, ~~2022~~2023 was 12,~~515~~007,~~716~~815,~~857~~097.

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		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	3734
ITEM 9A.	CONTROLS AND PROCEDURES	3734
ITEM 9B.	OTHER INFORMATION	3734
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3735
ITEM 11.	EXECUTIVE COMPENSATION	3836
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3937
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4239
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4239
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	4340
	SIGNATURES	4441

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Part I

Item 1. Business

Description of Business

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~~wireless ~~Carriers~~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 ~~through Amazon~~.~~com.~~

The Company’s head office is located at 31772 Casino Drive, Suite C. Lake Elsinore, CA 92530. Direct line is 855-912-5378.

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.

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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.

Item 1A. Risk Factors

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.

Item 1B. Unresolved Staff Comments

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

Item 2. Properties

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.

Item 3. Legal Proceedings

The Company currently does not have any open legal proceedings.

Item 4. Mine Safety Disclosures

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

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Part II

Market Information

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.

Holders

As of December 31, ~~2021~~2022, there were ~~147~~150 registered shareholders of common shares, not including objecting beneficial owners.

Dividend Policy

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

Item 6. Selected Financial Data

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, ~~2021~~2022. This MD&A should be read together with our audited consolidated financial statements and the accompanying notes for the year ended December 31, ~~2021~~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 .

Cautionary Note Regarding Forward-looking Statements

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:

	·	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:

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	·	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.

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;

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

Overview

During fiscal-year ~~2021~~2022, the Company’s ~~faced~~automotive ~~significant~~dealership ~~challenges~~channels ~~from~~faced ~~the~~significant ~~pandemic and~~ supply -chain issues ~~within~~that ~~the~~reduced ~~automotive~~available ~~industry~~inventory and diminished profit margins. Despite these challenges IGEN continued to make progress with creating new opportunities and products in ~~2021~~2022. The Company moved into new offices located in Lake Elsinore in anticipation of significant growth post ~~2021~~2022 challenges. Creating new channels and partnerships in ~~2021~~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, ~~2021~~2022, the Company recognized revenues of $~~268~~318,~~947~~016 with a gross ~~margin~~loss of 54(1)% and $~~145~~(4,~~154~~550) gross ~~profit~~loss. Expenses for the year ended December 31, ~~2021~~2022, totaled $3864,~~594~~970,~~091,~~ ana ~~increase~~decrease of $~~837~~2,~~975~~708,313, or 3176%, from total expenses reported for ~~2020~~2021. Excluding ~~$2,590,040 of~~ stock-based compensation expense to our directors, operational expenses ~~increased~~decreased by 1416% year on year.

For the year ended December 31, ~~2021~~2022, the Company saw a net ~~increase~~decrease in cash of $3764,~~698~~429. Cash used in operating activities was $~~962~~978,~~960~~056, an increase in cash used of 102% from the $~~874~~962,~~261~~960 net cash used in ~~2020~~2021. This was offset by net financings of $1543,~~092,246~~746 raised via private placements. Cash at the end of the year was $~~64,429~~0.

Notable highlights of the year ended December 31, ~~2021~~2022 include the following Company achievements:

I) IGEN ~~secures~~established ~~GSA~~a ~~Multiple~~partnership ~~Award~~with ~~Schedule~~Prolog ~~Contract~~ with ~~State~~the ~~and~~integration ~~Federal~~of ~~Governments~~technology ~~ii)~~platforms ~~IGEN~~to ~~Networks~~better ~~and~~serve ~~T-Mobile~~the ~~for~~US ~~Business~~Government marketsIGEN launches ~~Co-branded~~ Medallion GPS PRO for ~~Light~~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 ~~launches~~files ~~industry’s~~Patent-Pending ~~first~~Application ~~consumer~~for ~~brand~~creating ~~“FamilyShield”~~real-time todriver ~~protect~~Telematic ~~young~~Signatures ~~drivers~~for ~~through~~autonomous ~~Amazon.com~~vehicles iv) IGEN receives patent acceptance for its Digital Telematics Signature (DTC) patent for greater accuracy in measuring driver performance v) IGEN ~~launched~~is ~~Medallion~~awarded ~~GPS~~a ~~for~~contract ~~Light~~to -provide ~~Commercial~~Fleet ~~Fleets~~Management ~~with~~Services ~~County~~to ~~Executives~~all ofNew-York ~~America~~State Counties vi) ~~Nimbo~~IGEN ~~Tracking~~reports ~~appoints~~a ~~Peak~~net ~~Performance~~income ~~Team (PPT)~~ and ~~DOWC~~profit ~~as distributors~~ for ~~nationwide~~the ~~launch~~June of30, ~~its~~2022 ~~products~~reporting ~~and services across 50 States covering 2400 dealership franchises~~period

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CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT JUDGMENTS AND ESTIMATES

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

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

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, ~~2021~~2022 and ~~2020~~2021, the carrying value for that reporting unit is negative.

Fair Value Measurements

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

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

Level 2

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

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.

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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.

Revenue Recognition and Deferred Revenue

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 Discount

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.

Recent Accounting Pronouncements

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

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Capital Resources and Liquidity

Current Assets and Liabilities, Working Capital

As of December 31, ~~2021~~2022, the Company had total current assets of $~~174~~52,~~366~~043, ana ~~113~~70% ~~increase~~decrease from the end of ~~2020~~2021. This ~~increase~~decrease was mostly due to a $92122,~~349~~323 ~~increase~~decrease in cash, accounts receivable, and inventory, because of the timing of payments to Nimbo from its customers and ana ~~increase~~decrease in new sales contracts in Q4 ~~2020~~2022.

The Company’s current liabilities as of December 31, ~~2021~~2022, were $1,~~084~~186,~~366~~049, a 69% ~~decrease~~increase over those reported at the end of the ~~2020~~2021. However, $6581,~~715~~066 (or 67%) of the Company’s current liabilities were deferred revenues, net to be recognized in future periods. The ~~decrease~~increase in current liabilities was mostly due to a $~~252~~482,~~339~~408 ~~decrease~~increase in ~~accounts~~notes payable, ~~accrued expenses, derivative liability, and current portion of deferred revenues~~ as of December 31, ~~2021~~2022.

IGEN ended ~~2021~~2022 with negative working capital of $~~910~~1,~~000~~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 ~~2021~~2022, the Company raised an additional $1,~~142~~070,~~211~~746 in financings and borrowing on notes payable and converted $~~472~~437,~~810~~139 of preferred stock ~~and convertible debentures~~ into shares of common stock. These transactions are further disclosed in notes to the consolidated financial statements.

Total Assets and Liabilities, Net Assets

As of December 31, ~~2021~~2022, the Company’s total assets were $~~761~~616,~~826~~290, a 3019% ~~increase~~decrease over the prior year, due primarily to the ~~increase~~decrease in current assets previously discussed ~~and the new operating lease asset~~. The majority of the Company’s assets remain $505,508 in goodwill associated with the acquisition of Nimbo in 2014.

As of December 31, ~~2021~~2022, the Company’s total liabilities were $1,~~371~~455,~~494~~515, which reflects $7981,~~770~~632 in long-term deferred revenue, net in addition to the $1,~~084~~186,~~366~~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 ~~2022~~2023. Total liabilities ~~decreased~~increased by 6% over the previous year, however 11%, or $~~145~~162,~~485~~698 of the Company’s year-end total liabilities was deferred revenue, net, compared with $~~138~~145,~~812~~485 of deferred revenue, net reported at the end of ~~2020~~2021.

The above resulted in net assets as of December 31, ~~2021~~2022 being ($~~609~~839,~~668~~225) and an accumulated deficit of $1920,~~076~~170,~~522~~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.

Results of Operations

Revenues and Net Loss

Revenues

For the year ended December 31, ~~2021~~2022, the Company had revenues of $~~268~~318,~~947~~016, aan 2718% ~~decrease~~increase over the revenues reported for same period in ~~2020~~2021. ~~Decrease~~Increase in revenue was primarily due to the impact of COVID-19 in 2021 on demand for new vehicles at our customers’ franchise dealerships. ~~Several of our customers’ dealerships were closed as a result of localized infections amongst their staff and sales management.~~

Costs of goods sold for ~~2021~~2022 were $~~123~~322,~~793~~566, representing aan ~~decrease~~increase of 54161% year on year. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross ~~profit~~loss was $~~145~~4,~~154~~550, representing ana ~~increase~~decrease of 50103% year on year, and gross margins of 54(1%).

Though the Company ~~decreased~~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.

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Expenses

Expenses for the year ended December 31, ~~2021~~2022, totaled $3903,~~574~~048,~~091,~~ ana ~~increase~~decrease of $~~837~~2,~~975~~670,235, or 3175%, from total expenses reported for ~~2020~~2021. Excluding ~~$2,590,040 of~~ stock-based compensation expense to our directors, operational expenses increased by 144% year on year.

Net Loss

For the year ended December 31, ~~2021~~2022, the Company had a net loss of $3907,~~428,937~~598 (or ($0.00) per basic and diluted share) compared with a net loss of $23,~~639~~428,~~472~~937 (or ($0.00) per basic and diluted share) in ~~2020~~2021. Included in the net loss of $3907,~~428~~598,~~937,~~ is $82301,~~198~~360 of other ~~expenses~~income related to the Company’s ~~convertible~~gain ~~debt~~on ~~and~~settlement ~~derivative~~of ~~liabilities~~debt recognized in ~~2021~~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.

Cash Flows

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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

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Item 8. Financial Statements and Supplementary Data.

The Company’s consolidated financial statements for the years ended December 31, ~~2021~~2022 and ~~2020~~2021 are included herewith.

IGEN NETWORKS CORP.

Consolidated Financial Statements

For the Years Ended December 31, ~~2021~~2022 and ~~2020~~2021

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

IGEN Networks Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance ~~sheet~~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 ~~year~~two ~~then~~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 ~~year~~two ~~then~~years ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

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.

Basis for Opinion

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.

Critical Audit Matters

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.

Revenue Recognition

Description of the Matter

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.

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How We Addressed the Matter in Our Audit

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.

/s/ GreenGrowthCPAs

We have served as the Company’s auditor since 2021,

~~March~~April 3014, ~~2022~~2023

Los Angeles, California

PCAOB ID: 6580

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of IGEN Networks Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of IGEN Networks Corp. and subsidiary (the “Company”) as of December 31, 2020, the related consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the year then ended, 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, 2020, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

Basis for Opinion

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 audit. 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.

14 Table of Contents

We conducted our audit 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 audit 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 opinion.

Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matters communicated below are matters 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.

Revenue Recognition

Description of the Matter

How We Addressed the Matter in Our Audit

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Valuation of derivative liabilities

Description of the Matter

As described in Note 2 to the financial statements, the Company has determined that the conversion features of certain debt and equity instruments it holds should be accounted for as derivatives. The accounting for these derivative liabilities require that they be recorded at fair value and that the fair value is remeasured at the end of each reporting period with the change in the fair value being a charge or credit to earnings. In determining the fair value of these derivatives, the Company uses a mutli-nominal lattice model which requires a number of assumptions as inputs, including expected volatility, risk-free rate and expected life. Considering there is judgement as to the appropriateness of the model used and that there is judgement regarding the assumptions that are significant to the model, we identified the valuation of derivative liabilities as critical audit matter.

How We Addressed the Matter in Our Audit

To test the valuation of the derivative liabilities, our audit procedures included, among others, reviewing the terms of the underlying instruments, evaluating the methodologies used in the valuation model and testing the significant assumptions. For example, we tested the reasonableness of the Company’s conversion terms and compared the forecasted volatility of the Company’s common stock price to its historical volatility. We also assessed the completeness and accuracy of the underlying data. We involved our valuation specialist to assist in our evaluation of the significant assumptions and methodologies used by the Company. We have also evaluated the Company financial statement disclosures related to these matters included in Note 7 to the Consolidated Financial Statements.

/s/ Macias Gini & O’Connell LLP

Irvine, CA

March 31, 2021

Auditor Firm ID - 6580

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IGEN NETWORKS CORP.

Consolidated Balance Sheets

(Expressed in U.S. dollars)

	December 31,2021			December 31,2020
	December 31,2022			December 31,2021
Assets
Current Assets
Cash	$	~~64,429~~-		$	2664,~~731~~429
Accounts and other receivables, net		3821,~~754~~902			3438,~~830~~754
Inventory		7130,~~183~~141			2071,~~456~~183
Prepaid expenses and deposits		-			-
Total Current Assets		52,043			174,366
Total Current Assets		174,366			82,017
Deposits		5,722			5,722
Deposits		5,722			-
Operating lease asset, net		53,017			76,230
Operating lease asset, net		76,230			-
Goodwill		505,508			505,508
Total Assets	$	~~761~~616,~~826~~290		$	~~587~~761,~~525~~826
Liabilities and Stockholders’ Deficit
Current Liabilities
Accounts payable and accrued liabilities	$	~~678~~360,~~347~~227		$	~~846~~678,~~736~~347
Current portion of deferred revenue, net of contract assets		6581,~~715~~066			9665,~~792~~715
Notes payable, current portion, net of discount of $4,615 and $0, respectively		114,338			5,943
Notes payable, current portion		596,746			114,338
Convertible debentures, current portion, net of discount of $30,586 and $22,645, respectively		89,064			14,580
Convertible debentures, current portion, net of discount of $0 and $30,586, respectively		37,000			89,064
Derivative liabilities		~~136~~111,~~902~~010			~~189~~136,~~775~~902
Total Current Liabilities		1,~~084~~186,~~366~~049			1,~~153~~084,~~826~~366
Notes payable, net of current portion		~~152~~160,~~147~~736			~~207~~152,~~219~~147
Operating lease liability, net of current portion		5527,~~211~~098			-55,211
Convertible debentures, net of current portion, net of discount of $0 and $141,536, respectively		-			55,570
Deferred revenue, net of contract assets and current portion		81,632			79,770
Deferred revenue, net of contract assets and current portion		79,770			42,020
Total Liabilities		1,455,515			1,371,494
Total Liabilities		1,371,494			1,458,635
Commitments and Contingencies
Redeemable convertible preferred stock – Series A:
Authorized – 1,250,000 shares with $0.001 par value, 199,375 shares and 186,450 shares issued and outstanding as of December 31, 2021 and 2020, respectively, aggregate liquidation preference of $203,463 and $190,194 as of December 31, 2021 and 2020, respectively, and net of discount of $101,317 and $101,104 as of December 31, 2021 and 2020, respectively		84,022			51,907
Authorized – 1,250,000 shares with $0.001 par value, 214,500 shares and 199,375 shares issued and outstanding as of December 31, 2022 and 2021, respectively, aggregate liquidation preference of $218,222 and $203,463 as of December 31, 2022 and 2021, respectively, and net of discount of $59,954 and $101,317 as of December 31, 2022 and 2021, respectively		138,429			84,022
Stockholders’ Deficit
Series B preferred stock – Authorized – 5,000,000 shares with $0.001 par value, issued and outstanding – 5,000,000 and 1,000,000 shares, as of December 31, 2021 and 2020, respectively		5,000			1,000
Series B preferred stock – Authorized – 5,000,000 shares with $0.001 par value, issued and outstanding – 3,750,000 and 5,000,000 shares, as of December 31, 2022 and 2021, respectively		3,750			5,000
Common stock: Authorized – 1,740,000,000 shares with $0.001 par value issued and outstanding – 1,476,869,532 and 1,192,192,158 shares as of December 31, 2021 and 2020, respectively		1,476,870			1,192,192
Common stock: Authorized – 2,190,000,000 shares with $0.001 par value issued and outstanding – 1,890,261,047 and 1,476,869,532 shares as of December 31, 2022 and 2021, respectively		1,890,262			1,476,870
Additional paid-in capital		1617,~~900~~298,~~962~~474			1316,~~068~~900,~~978~~962
Accumulated deficit		(1920,~~076~~170,~~522~~140	)		(1519,~~185~~076,~~187~~522	)
Total Stockholders’ Deficit		(~~693~~977,~~690~~654	)		(~~923~~693,~~017~~690	)
Total Liabilities and Stockholders’ Deficit	$	~~761~~616,~~826~~290		$	~~587~~761,~~525~~826

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

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IGEN NETWORKS CORP.

Consolidated Statements of Operations

(Expressed in U.S. dollars)

	Years ended December 31,
	2021			2020
	2022			2021
Revenues:
Sales, services	$	~~268~~318,~~947~~016		$	~~355~~268,~~690~~947
Sales, other		-			12,317
Total Revenues		318,016			268,947
Total Revenues		268,947			368,007
Cost of goods sold		322,566			123,793
Cost of goods sold		123,793			271,363
Gross (Loss) Profit		(4,550	)		145,154
Gross Profit		145,154			96,644
Expenses:
Selling, general and administrative expenses		~~423~~400,~~288~~860			~~448~~423,~~857~~288
Payroll and related		~~284~~338,~~110~~594			~~190~~284,~~601~~110
Management and consulting fees		~~193~~192,~~647~~350			~~154~~193,~~077~~647
Stock-based director expense		236,~~590,040~~000			~~277~~2,~~543~~590,040
Total Expenses		3967,~~491,085~~804			13,~~071~~491,~~078~~085
Loss Before Other Income (Expense)		(3972,~~345,931~~354	)		(~~974~~3,~~434~~345,931	)
Other Income (Expense):
Accretion of discounts on convertible debentures		(~~134~~35,~~014~~201	)		(134,~~263~~014	)
Change in fair value of derivative liabilities		79(48,~~337~~691	)		(179,~~079,355~~337	)
Loss on extinguishment of debt, net		-			(209,009	)
Gain on extinguishment of debt, net		301,360			-
Interest expense		(27151,~~521~~912	)		(~~242~~27,~~411~~521	)
Total Other Income (Expense), net		~~(82~~65,~~198~~556	)		(182,~~665,038~~198	)
Net Loss before Provision for Income Taxes		(3906,~~428,129~~798	)		(23,~~639~~428,~~472~~129	)
Provision for Income Taxes		(~~808~~800	)		-(808	)
Net Loss		(3907,~~428,937~~598	)		(23,~~639~~428,~~472~~937	)
Increase in value of warrants		-			(370,726	)
Accrued and deemed dividend on redeemable convertible preferred stock		(251,592	)		(371,926	)
Accrued and deemed dividend on redeemable convertible preferred stock		(371,926	)		(544,329	)
Net loss attributable to common stockholders		(1,159,190	)		(3,800,863	)
Net loss attributable to common stockholders		(3,800,863	)		(3,554,527	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		1,~~263~~613,~~939~~852,~~724~~078			~~786~~1,~~228~~263,~~507~~939,724

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

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IGEN NETWORKS CORP.

Consolidated Statements of Redeemable Convertible Preferred stock and Stockholders’ Deficit

(Expressed in U.S. dollars)

	RedeemableSeries AConvertiblePreferred Stock						Series BPreferredStock						Common Stock				AdditionalPaid in			Accumulated			TotalStockholders'’Equity
	Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit			(Deficit)
Balance, January 1, 2019		-		$	-			-		$	-			66,714,970	$	66,715	$	10,426,245		$	(11,049,499	)	$	(556,539	)
Balance, January 1, 2021		186,450		$	51,907			1,000,000		$	1,000			1,192,192,158	$	1,192,192	$	13,068,978		$	(15,185,187	)	$	(923,017	)
Stock-based compensation		-			-			-			-			150,000		150		51,061			-			51,211
Common stock issued for cash		-			-			-			-			4,000,000		4,000		131,000			-			135,000
Common stock issued in connection with debenture issuance		-			-			-			-			100,000		100		4,900			-			5,000
Common stock issued for debenture conversion, including related fees		-			-			-			-			300,000		300		6,865			-			7,165
Series A preferred preferred stock issued for cash, net of costs and discounts		202,600			23,400			-			-			-		-		-			-			-
Accrued dividends and accretion of conversion feature on Series A preferred stock		-			46,620			-			-			-		-		-			(46,620	)		(46,620	)
Deemed dividends related to conversion feature of Series A preferred stock		-			-			-			-			-		-		-			(55,468	)		(55,468	)
Common stock issued for Series A preferred stock conversions		(42,000	)		(38,093	)		-			-			2,977,226		2,977		77,145			-			80,122
Net loss		-			-			-			-			-		-		-			(479,073	)		(479,073	)
Balance, December 31, 2019		160,600			31,927			-			-			74,242,196		74,242		10,697,216			(11,630,660	)		(859,202	)
Shares of Series A preferred stock for cash, net of costs and discounts		333,850			46,544			-			-			-		-		-			(262,888	)		(262,888	)
Conversion of Series A preferred shares to common stock		(308,000	)		(105,984	)		-			-			272,256,929		272,257		375,872			(202,021	)		446,108
Issuance of Series B preferred stock		-			-			1,000,000			1,000			-		-		276,543			-			277,543
Accrued dividends on Series A preferred stock		-			79,420			-			-			-		-		-			(79,420	)		(79,420	)
Shares of common stock issued for cash		-			-			-			-			44,803,645		44,804		158,169			-			202,973
Shares of common stock issued for conversion of convertible note, including fees		-			-			-			-			659,021,898		659,022		1,235,541			-			1,894,563
Stock-based compensation		-			-			-			-			-		-		14,906			-			14,906
Cashless exercise of warrants		-			-			-			-			105,038,690		105,038		(105,038	)		-			-
Increase in fair value of warrants		-			-			-			-			-		-		370,726			(370,726	)		-
Issuance of common stock for conversion of payables		-			-			-			-			26,828,800		26,829		40,243			-			67,072
Issuance of common stock for commitment fee on equity line		-			-			-			-			8,000,000		8,000		(8,000	)		-			-
Issuance of common stock for commitment fee on inventory note		-			-			-			-			2,000,000		2,000		12,800			-			14,800
Net loss		-			-			-			-			-		-		-			(2,639,472	)		(2,639,472	)
Balance, Dec 31, 2020		186,450		$	51,907			1,000,000		$	1,000			1,192,192,158	$	1,192,192	$	13,068,978		$	(15,185,187	)	$	(923,017	)
Shares of Series A preferred stock for cash, net of costs and discounts		517,550			150,644			-			-			-		-		-			(76,304	)		(76,304	)
Accrued dividends on Series A preferred stock		-			147,652			-			-			-		-		-			(147,652	)		(147,652	)
Conversion of Series A preferred shares to common stock		(504,625	)		(266,181	)		-			-			113,571,223		113,573		747,999			(238,442	)		623,130
Issuance of Series B preferred stock		-			-			4,000,000			4,000			-		-		2,550,447			-			2,554,447
Shares of common stock issued for cash		-			-			-			-			151,368,383		151,368		470,377			-			621,745
Shares of common stock issued for exercise of convertible note, including fees		-			-			-			-			1,780,825		1,781		16,829			-			18,610
Stock-based compensation		-			-			-			-			7,235,356		7,235		34,810			-			42,045
Cashless exercise of warrants		-			-			-			-			498,260		498		(498	)		-			-
Issuance of common stock for conversion of payables		-			-			-			-			3,243,875		3,244		13,299			-			16,543
Issuance of common stock for commitment fee on equity line		-			-			-			-			5,479,452		5,479		(5,479	)		-			-
Issuance of common stock for loan extension		-			-			-			-			1,500,000		1,500		4,200			-			5,700
Net loss		-			-			-			-			-		-		-			(3,428,937	)		(3,428,937	)
Balance, December 31, 2021		199,375		$	84,022			5,000,000		$	5,000			1,476,869,532	$	1,476,870	$	16,900,962		$	(19,076,522	)	$	(693,690	)
Issuance of shares to directors		-			-			-			-			20,000,000		20,000		16,000			-			36,000
Issuance of shares for services		-			-			-			-			3,113,005		3,113		10,500			-			13,613
Issuance of shares for cash, net of commitment fees		-			-			-			-			105,990,998		105,991		47,755			-			153,746
Cashless exercise of warrants		-			-			-			-			19,560,705		19,561		(19,561	)		-			-
Shares of Series A preferred stock for cash, net of costs and discounts		445,500			229,362			-			-			-		-		-			-			-
Accrued dividends on Series A preferred stock		-			126,186			-			-			-		-		-			(126,186	)		(126,186	)
Conversion of Series A preferred shares to common stock		(430,375	)		(301,141	)		-			-			264,726,807		264,727		407,140			(125,406	)		546,461
Repurchase of Series B Preferred Stock		-			-			(1,250,000	)		(1,250	)		-		-		(64,322	)		65,572			-
Net loss		-			-			-			-			-		-		-			(907,598	)		(907,598	)
Balance, December 31, 2022		214,500		$	138,429			3,750,000		$	3,750			1,890,261,047	$	1,890,262	$	17,298,474		$	(20,170,140	)	$	(977,654	)

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

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IGEN NETWORKS CORP.

Consolidated Statements of Cash Flows

(Expressed in U.S. dollars)

	Years ended December 31,
	2021			2020
	2022			2021
Cash Flows from Operating Activities
Net loss	$	(3907,~~428,937~~598	)	$	(23,~~639~~428,~~472~~937	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debentures and preferred stock		~~134~~35,~~014~~201			134,~~263~~014
Bad debts		-			-
Change in fair value of derivative liabilities		48,691			(79,337	)
Change in fair value of derivative liabilities		(79,337	)		1,079,355
Interest charge for derivative liabilities in excess of face amount of debt					-
Interest charge for derivative liabilities in excess of face amount of debt		-			164,310
Gain on settlement of debt		(301,360	)		-
Loss on settlement of debt		-			209,009
Amortization of right of use asset		23,213			5,438
Amortization of right of use asset		5,438			-
Stock-based compensation		49,613			2,602,191
Stock-based compensation		2,602,191			292,449
Changes in operating assets and liabilities:
Accounts and other receivables		(316,~~924~~852	)		(163,~~694~~924	)
Inventory		~~(50~~41,~~727~~042	)		(1650,~~122~~727	)
Prepaid expenses and deposits		~~(5,722~~-	)		-(5,722	)
Restricted cash		-			-
Accounts payable and accrued liabilities		(923	)		(142,629	)
Accounts payable and accrued liabilities		(142,629	)		42,294
Deferred revenue, net		17,213			6,673
Deferred revenue, net		6,673			(123,653	)
Net Cash Used in Operating Activities		(978,056	)		(962,960	)
Net Cash Used in Operating Activities		(962,960	)		(874,261	)
Cash Flows from Financing Activities
Proceeds from issuance of preferred stock, net of offering costs		~~470~~390,~~500~~000			~~303~~470,~~070~~500
Proceeds from notes payable		49527,~~965~~000			~~406~~49,~~449~~965
Repayment of lease liability		(528,~~438~~113	)		-(5,438	)
Repayment of notes payable		(~~136~~127,~~115~~756	)		(50136,~~000~~115	)
Proceeds from convertible debentures, net of offering costs		-			38,500
Repurchase of Series B preferred stock		(1,250	)		-
Proceeds from issuance of common stock		~~621~~153,746			~~202~~621,~~973~~746
Net Cash Provided by Financing Activities		1913,~~000,658~~627			~~900~~1,~~992~~000,658
Change in Cash		37(64,~~698~~429	)		2637,~~731~~698
Cash, Beginning of Year		2664,~~731~~429			-26,731
Cash, End of Year	$	~~64,429~~-		$	2664,~~731~~429
Supplemental Disclosures:
Interest paid	$	18104,~~593~~164		$	-18,593
Income taxes paid	$	~~808~~-		$	-808
Non-cash Investing and Financing Activities:
Conversion of notes payable and accrued interest:
Fair value of common shares issued	$	~~18,610~~-		$	118,~~895,562~~610
Derecognition of notes payable and accrued interest	$	~~(9,616~~-	)	$	(~~372~~9,~~454~~616	)
Derecognition of unamortized discount	$	-		$	~~229,322~~-
Derecognition of derivative liabilities	$	~~(9,013~~-	)	$	(19,~~448,326~~013	)
Conversion of preferred stock:
Fair value of common stock issued	$	~~861~~671,~~574~~866		$	~~648~~861,~~129~~574
Derecognition of preferred stock	$	(~~472~~437,~~810~~139	)	$	(~~376~~472,~~325~~810	)
Derecognition of unamortized discount	$	~~206~~146,~~629~~448		$	~~259~~206,~~971~~629
Derecognition of derivative liabilities	$	(~~356~~241,~~951~~490	)	$	(~~286~~356,~~782~~951	)
Deemed divided	$	(~~251~~125,~~187~~406	)	$	(~~215~~251,~~039~~187	)
Discount related to issuance of preferred stock	$	~~319~~175,~~856~~638		$	~~256~~319,~~526~~856
Deemed dividends on preferred stock (excluding conversions)	$	~~(147~~126,~~653~~186	)	$	(~~262~~147,~~901~~653	)
Cashless exercise of warrants	$	~~498~~19,561		$	~~105,038~~498
Original issue discount on convertible debt	$	-		$	-
Issuance of common shares for commitment fee on equity line	$	12,500		$	5,481
Increase in value of warrants	$	-		$	370,726
Right of use asset	$	-		$	81,668
Conversion of accrued liabilities with issuance of common stock	$	-		$	67,073
Reclassification of security deposit to accounts payable	$	-		$	4,013
Issuance of common shares for commitment fee on equity line	$	5,481		$	8,000
Discount for issuance of convertible debt	$	-		$	184,841
Right of use asset	$	81,668		$	-
Reclassification of security deposit to accounts payable	$	4,013		$	4,013

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

2017 Table of Contents

IGEN NETWORKS CORP.

Notes to the Consolidated Financial Statements

Years Ended December 31, ~~2021~~2022 and ~~2020~~2021

(Expressed in U.S. dollars)

1. Organization and Description of Business

The Company’s principal business is the development and marketing of software services for the automotive industry. The Company works with wireless carriers, hardware suppliers and software developers to provide direct and secure access to information on the vehicle and the driver’s behavior. The software services are delivered from the AWS Cloud to the consumer and their families over the wireless networks and accessed from any mobile or desktop device. The software services are marketed to automotive dealers, financial institutions, and direct-to-consumer through various commercial and consumer brands.

Going Concern

The consolidated financial statements as of and for the year ended December 31, ~~2021~~2022 have been prepared assuming that the Company will continue as a going concern. The Company has experienced recurring losses from operations and has negative operating cash flows since inception, has a working capital deficit of $~~910~~1,~~000~~134,006 and an accumulated deficit of $1920,~~076~~170,~~522~~140 as of December 31, ~~2021~~2022, and is dependent on its ability to raise capital from stockholders or other sources to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Ultimately, the Company plans to achieve profitable operations through the increase in revenue base and successfully growing its operations organically or through acquisitions. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

2. Summary of Significant Accounting Policies

Basic of Presentation and Consolidation

These consolidated financial statements and related notes include the records of the Company and the Company’s wholly-owned subsidiary, Nimbo Tracking LLC, which is based in the USA.

All intercompany transactions and balances have been eliminated. These consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), are expressed in U.S. dollars, and, in management’s opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for doubtful accounts, valuation of inventory, the useful life and recoverability of equipment, impairment of goodwill, valuation of notes payable and convertible debentures, fair value of stock-based compensation and derivative liabilities, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments purchased with an original maturity of three months or less at the time of acquisition to be cash equivalents.

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Accounts Receivable

Inventory

Inventory consists of vehicle tracking and recovery devices and is comprised entirely of finished goods that can be resold. Inventory is stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out (FIFO) basis. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and selling costs. There was no provision for inventory recorded during the years ended December 31, ~~2021~~2022 and ~~2020~~2021.

Equipment

Office equipment, computer equipment, and software are recorded at cost. Depreciation is provided annually at rates and methods over their estimated useful lives. Management reviews the estimates of useful lives of the assets every year and adjusts them on prospective basis, if needed. All equipment was fully depreciated as of December 31, ~~2021~~2022 and ~~2020~~2021. For purposes of computing depreciation, the method of depreciating equipment is as follows:

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

Goodwill

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

Impairment of Long-lived Assets

The Company reviews long-lived assets, such as equipment, for impairment whenever events or changes in the circumstances indicate that the carrying value may not be recoverable. If the total of the estimated undiscounted future cash flows is less than the carrying value of the asset, an impairment loss is recognized for the excess of the carrying value over the fair value of the asset during the year the impairment occurs.

Fair Value Measurements and Financial Instruments

Level 1

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

Level 2

Level 3

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.

2219 Table of Contents

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.

Revenue Recognition and Deferred Revenue

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 has insignificant revenues related to product sales. For these revenues, 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, which account for the substantial portion of the Company’s revenues, 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.

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 (1) commission costs, (2) installation costs, and (3) 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. As of December 31, ~~2021~~2022 and ~~2020~~2021, deferred revenues, net of contract assets totaled $~~145~~162,~~485~~698 and $~~138~~145,~~812~~485, respectively, and contract assets totaled $7173,~~441~~450 and $6671,~~022~~441, respectively. Any revenue that has been deferred and is expected to be recognized beyond one year is classified as deferred revenue, net of current portion.

During the year ended December 31, ~~2021~~2022, the Company recorded additions to deferred revenues of $~~278~~238,~~509~~284 and recognized total revenues of $~~219~~210,~~808~~222 through the amortization of deferred revenues. During the year ended December 31, ~~2021~~2022, the Company recognized revenues of $~~135~~112,~~708~~323 related to deferred revenues outstanding as of December 31, ~~2020~~2021 as the services were performed.

2320 Table of Contents

Financing Costs and Debt Discount

Income Taxes

Deferred income taxes are provided on the asset and liability method whereby deferred income tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred income tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Deferred income tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Stock-based Compensation

The Company accounts for stock-based payments in accordance with stock-based payment accounting guidance which requires all stock-based payments to be recognized based upon their fair values. The fair value of stock-based awards is estimated at the grant date using the Black-Scholes Option Pricing Model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. The determination of fair value using the Black-Scholes Option Pricing Model is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk-free interest rate, expected dividends and projected employee stock option exercise behaviors. The Company accounts for forfeitures of unvested awards as they occur.

Derivative Financial Instruments

The Company classifies as equity any contracts that require physical settlement or net-share settlement or provide us a choice of net cash settlement or settlement in our own shares (physical settlement or net-share settlement) provided that such contracts are indexed to our own stock as defined in ASC Topic 815-40 “Contracts in Entity’s Own Equity.” The Company classifies as assets or liabilities any contracts (including embedded conversion features) that require net-cash settlement including a requirement to net cash settle the contract if an event occurs and if that event is outside our control or give the counterparty a choice of net-cash settlement or settlement in shares. The Company assesses classification of its derivatives at each reporting date to determine whether a change in classification between assets and liabilities is required.

Loss Per Share

Basic earnings (loss) per share are computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted earnings per share give effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible debentures, using the if-converted method. In computing diluted earnings (loss) per share, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted earnings (loss) per share exclude all potentially issuable shares if their effect is anti-dilutive. Because the effect of conversion of the Company’s dilutive securities is anti-dilutive, diluted loss per share is the same as basic loss per share for the periods presented. As of December 31, 2022 and 2021, the Company has 442,441,431 and 239,950,260 potentially dilutive shares outstanding, respectively.

Recent Accounting Pronouncement

In August 2020, the FASB issued ASU 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 - 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.

2421 Table of Contents

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.

3. Accounts and Other Receivables

	December 31,2021			December 31,2020
	December 31,2022			December 31,2021
Trade accounts receivable	$	4938,~~462~~190		$	5749,~~298~~462
Allowance for doubtful accounts		(1016,~~708~~288	)		(2210,~~468~~708	)
	$	3821,~~754~~902		$	3438,~~830~~754

4. Goodwill

As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company had goodwill of $505,508 related to the acquisition of Nimbo Tracking, LLC.

5. Accounts Payable and Accrued Liabilities

	December 31,2021		December 31,2020
	December 31,2022		December 31,2021
Trade accounts payable	$	~~540~~174,~~288~~319	$	~~686~~540,~~222~~288
Accrued liabilities		549,~~740~~723		195,~~349~~740
Lease liability, current portion		2128,~~019~~110		-21,019
Accrued interest payable		62,~~097~~386		196,~~064~~097
Payroll and commissions payable		15,~~203~~689		3215,~~101~~203
Unrecognized tax position		90,000		90,000
	$	~~678~~360,~~347~~227	$	~~846~~678,~~736~~347

2522 Table of Contents

6. Convertible Debentures and Notes Payable

On May 17, 2019, the Company entered into a Convertible Promissory Note (“Promissory Note”) with Crown Bridge Partners, LLC (the “Holder”). The Promissory Note bears interest at 7% per annum (with the understanding that the first 12 months of interest of each tranche will be guaranteed). The maturity date is 18 months from the effective date of each payment.

The Conversion Price, as defined in the agreement, is the lesser of (i) the lowest Trading Price (as defined below) during the previous 25 trading day period ending on the latest complete trading day prior to the date of this Promissory Note or (ii) the Variable Conversion Price (as defined below). The Variable Conversion Price means the lowest one Trading Price (as defined below) for the common stock during the 25 Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Trading Price means, for any security as of any date, the lesser of the (i) lowest traded price and (ii) lowest closing bid price. Based on the Company’s examination of the conversion feature and the relative accounting guidance, the Company has determined that the conversion feature should be treated as a derivative liability for accounting purposes.

Additionally, if at any time while the Promissory Note is outstanding, the Conversion Price is equal to or lower than $0.025, then an additional $10,000 will be automatically added to the principal balance of each tranche funded under the Note.

In connection with the Promissory Note, the Company also entered into a Securities Purchase Agreement with the Holder which states that the Company will also issue to the Holder a warrant to purchase an amount of shares of its common stock equal to 50% of the face value of each respective tranche divided by $0.10.

Per the terms of the Common Stock Purchase Warrant agreement, on May 17, 2019, the Company issued a warrant to purchase 250,000 shares of common stock with an Exercise Price of $0.10 subject to adjustment (standard anti-dilution features). The agreement contains a down-round provision that automatically resets the exercise price of the warrant to a new exercise price that is equal to the per share price of common stock subsequently issued (including conversions of debt and preferred stock). Upon the lowing of the exercise price, the number of warrants will be increased such that the total proceeds upon exercise is the same amount (see Note 7). If the Market Price of one shares of common stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to cashless exercise, in lieu of cash exercise, per a defined formula in the agreement.

On June 19, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on December 19, 2021. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $142,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $122,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. As of December 31, 2022, the principal and interest owed under this note totaled $12,000.

On July 10, 2020, the Company received $19,250 in net cash proceeds from a note holder under the same terms as the Promissory Note. The related principal amount due for the convertible debt instrument was $25,000 and the note matures on January 10, 2022. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $61,000 and recorded a related derivative liability for that amount and a charge to interest expense of approximately $42,000. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling $25,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. As of December 31, 2022, the principal and interest owed under this note totaled $25,000.

On ~~November~~May 24, 2020, the Company ~~received~~entered ~~$146,500~~into ina ~~net~~Paycheck ~~cash~~Protection ~~proceeds~~Program ~~from~~(“PPP”) aLoan ~~note~~with ~~holder~~a ~~under~~principal anamount ~~Inventory~~of ~~Financing~~$59,949 ~~Promissory~~through ~~Note.~~a ~~The~~financial ~~related~~institution ~~principal~~under ~~amount~~the ~~due~~PPP ~~for~~administered by the ~~convertible~~SBA ~~debt~~and ~~instrument~~established ~~was~~as ~~$168,000~~part of the CARES Act. The ~~note~~PPP Loan bears interest at 121.0% per annum and matures on May 24, 2022. ~~Principal~~with ~~and~~the ~~accrued~~first six months of interest ~~are~~and ~~convertible~~principal ~~into~~payments ~~common~~deferred. ~~stock~~The atamount aborrowed ~~variable~~under ~~conversion~~the ~~price,~~PPP ~~which~~Loan is ~~80%~~guaranteed ofby the ~~average~~U.S. ~~two~~Small ~~lowest~~Business ~~traded~~Administration ~~prices~~(“SBA”) ~~for~~and ~~common~~is ~~stock~~eligible ~~during~~for aforgiveness ~~10-day~~in ~~trading~~an ~~period~~amount ~~prior~~equal to ~~conversion.~~the ~~Using~~sum of the ~~Binomial~~eligible ~~Lattice Model~~costs, ~~the~~including ~~Company~~payroll, ~~computed~~benefits, ~~the~~rent ~~estimated~~and ~~fair~~utilities, ~~value~~incurred ofby the ~~embedded~~Company ~~conversion~~during ~~feature~~the to24-week beperiod ~~approximately~~beginning ~~$99,000~~on ~~and~~the ~~recorded~~date athe ~~related~~Company ~~derivative~~received ~~liability~~the ~~for that amount~~proceeds. The ~~Company~~PPP ~~also~~Loan ~~issued~~contains ~~2,000,000~~customary ~~shares~~events of ~~common~~default, ~~stock~~and to the ~~note~~occurrence ~~holder~~of asan ~~additional~~event ~~compensation. The value~~ of ~~the~~default ~~shares,~~may ~~$14,800.~~result ~~Related~~in toa ~~the~~claim ~~derivative~~for ~~liability,~~ the ~~shares~~immediate ~~issued,~~repayment ~~the~~of ~~bonus~~all ~~interest,~~amounts ~~and~~outstanding ~~the~~under ~~direct financing costs,~~ the ~~Company~~PPP ~~recorded~~Loan. aAs ~~debt~~of ~~discount~~December ~~totaling approximately $135~~31,~~000~~ ~~for the note~~2022, ~~which is being amortized to interest expense over~~ the ~~term~~balance of the ~~note~~PPP ~~using~~Loan, ~~the~~including ~~effective~~accrued interest ~~method~~was $60,948.

On ~~December~~July 137, ~~2021~~2020, the Company ~~received~~entered ~~$50,000~~into ina ~~net~~secured ~~cash~~disaster ~~proceeds~~loan ~~from~~with athe ~~note~~SBA ~~holder~~with ~~under~~ a ~~short-term~~principal ~~bridge~~amount ~~note~~of $150,000. The ~~total~~SBA ~~amount~~loan tobears beinterest ~~repaid~~at ~~under the note is $77,000~~3.75% ~~The~~per ~~note~~annum and matures onin ~~May~~July ~~30, 2022~~2050. The Company is required to make 24monthly ~~weekly~~principal and interest payments of $~~3,208~~731 beginning in July 2021. As of December 31, ~~2021~~2022, the balance on the ~~note~~SBA loan, including interest was $51164,~~713~~063.

On November 2, 2020, the Company received $146,500 in net cash proceeds from a note holder under an Inventory Financing Promissory Note. The related principal amount due for the convertible debt instrument was $168,000. The note bears interest at 12% per annum and matures on May 2, 2022. Principal and accrued interest are convertible into common stock at a variable conversion price, which is 80% of the average two lowest traded prices for common stock during a 10-day trading period prior to conversion. Using the Binomial Lattice Model, the Company computed the estimated fair value of the embedded conversion feature to be approximately $99,000 and recorded a related derivative liability for that amount. The Company also issued 2,000,000 shares of common stock to the note holder as additional compensation. The value of the shares, $14,800. Related to the derivative liability, the shares issued, the bonus interest, and the direct financing costs, the Company recorded a debt discount totaling approximately $135,000 for the note, which is being amortized to interest expense over the term of the note using the effective interest method. During the year ended December 31, 2022, the Company received forgiveness of the note totaling $45,148 and paid down the remaining balance and accrued interest. As of December 31, 2022 the balance on the note is $0.

On December 13, 2021, the Company received $50,000 in net cash proceeds from a note holder under a short-term bridge note. During the year ended December 31, 2022, the Company borrowed an additional $127,000 under the note. The note matures on February 13, 2023. The Company is required to make 34 weekly payments of $4,633. As of December 31, 2022, the balance on the note was $130,355.

During the year ended December 31, 2021, the holders of the convertible notes converted a total of $9,616 of principal, interest and fees for a total of 1,780,825 shares of common stock. Related to these conversions during the year ended December 31, 2021, the Company recorded a reduction of the associated derivative liability for the conversion features of $9,013 and a reduction of the debt discount of $0 as components of the loss on settlement of debt. During the year ended December 31, 2021, the Company recorded $134,014 of interest expense related to the amortization of the debt discounts.

On23 ~~May~~Table ~~4, 2020, the Company entered into a Paycheck Protection Program (“PPP”) Loan with a principal amount~~ of $59,949 through a financial institution under the PPP administered by the SBA and established as part of the CARES Act. The PPP Loan bears interest at 1.0% per annum and matures on May 4, 2022 with the first six months of interest and principal payments deferred. The amount borrowed under the PPP Loan is guaranteed by the U.S. Small Business Administration (“SBA”) and is eligible for forgiveness in an amount equal to the sum of the eligible costs, including payroll, benefits, rent and utilities, incurred by the Company during the 24-week period beginning on the date the Company received the proceeds. The PPP Loan contains customary events of default, and the occurrence of an event of default may result in a claim for the immediate repayment of all amounts outstanding under the PPP Loan. As of December 31, 2021, the balance of the PPP Loan, including accrued interest was $60,948.Contents

26During ~~Table~~the year ended December 31, 2022, the Company entered into four separate notes with an investor, for total principal of ~~Contents~~$400,000. The notes mature through March 2023 and bear interest between 6% and 12% per annum. As of December 31, 2022, the principal and interest owed on these notes totaled $401,516.

As of December 31, ~~2021~~2022 long-term debt matures as follows:

Year Ending	Notes Payable		Convertible Notes		Total
2022	$	118,953	$	119,650	$	238,603
2023	$	596,745	$	37,000	$	633,745
2023		3,327		-		3,327
2024		3,454		-		3,454
2025		3,586		-		3,586
2026		3,718		-		3,718
Thereafter		138,061		-		138,061
2027		3,900		-		3,900
	$	271,099	$	119,650	$	390,749
Thereafter		146,078		-		146,078
	$	757,482	$	37,000	$	794,482

7. Derivative Liabilities

During the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company had outstanding convertible debentures with variable exercise prices based on market rates (see Note 6) and convertible series A preferred stock with variable exercise prices based on market rates (see Note 9). The Company records the fair value of the conversion features with variable exercise prices based on future market rates in accordance with ASC 815. The fair value of the derivative liabilities is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statements of operations. The Company uses a multi-nominal lattice model to fair value the derivative liabilities. The following inputs and assumptions were used to value the conversion features outstanding during the years ended December 31, ~~2021~~2022 and ~~2020~~2021, assuming no expected dividends:

	2021			2020
	2022			2021
Expected volatility		~~135~~145-~~275~~166	%		~~271 – 322~~135-275	%
Risk free interest rate		01.0534-04.1568	%		0.3% 05- 10.4115	%
Expected life (in years)		0-1.5			0~~.5 –~~ -1.5

The following table presents the Company’s embedded conversion features of its convertible debt and preferred stock measured at fair value on a recurring basis as of December 31, ~~2021~~2022 and ~~2020~~2021.

	Level 3CarryingValue as ofDecember 31,2021		Level 3CarryingValue as ofDecember 31,2020
	Level 3CarryingValue as ofDecember 31,2022		Level 3CarryingValue as ofDecember 31,2021
Derivative liabilities:
Embedded conversion feature – convertible debt	$	~~51,131~~-	$	9751,~~024~~131
Embedded conversion feature – preferred stock		85111,~~771~~010		9285,~~751~~771
	$	~~136~~111,~~902~~010	$	~~189~~136,~~775~~902

The following table provides a reconciliation of the beginning and ending balances for the Company’s derivative liabilities measured at fair value using Level 3 inputs:

	For TheYearEndedDecember 31,2021			For TheYearEndedDecember 31,2020
	For TheYearEndedDecember 31,2022			For TheYearEndedDecember 31,2021
Embedded Conversion Features – Debt Instruments
Balances, as of the beginning of the year	$	9751,~~024~~131		$	8797,~~571~~024
Derivative liabilities recorded upon issuance of debt instruments		-			~~301,351~~-
Extinguishment due to conversion of debt instruments		~~(8,994~~-	)		(18,~~448,326~~994	)
Net changes in fair value included in net loss		(3651,~~989~~131	)		1(36,~~156,428~~989	)
Ending balance	$	~~51,131~~-		$	9751,~~024~~131
Embedded Conversion Features – Preferred Stock
Balances, as of the beginning of the year	$	9285,~~751~~771		$	492,751
Derivative liabilities recorded upon issuance of preferred stock		~~392~~175,~~410~~639			~~519~~392,~~427~~410
Extinguishment due to conversion of preferred stock		(~~356~~241,~~951~~490	)		(~~340~~356,~~234~~951	)
Net changes in fair value included in net loss		~~(42~~91,~~439~~090	)		(9142,~~193~~439	)
Ending balance	$	85111,~~771~~010		$	9285,~~751~~771
Total ending balance	$	~~136~~111,~~902~~010		$	~~189~~136,~~775~~902

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8. Related Party Transactions

(a) During the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company incurred approximately $~~147~~145,000 and $~~142~~147,000, respectively, in management and consulting fees with an officer and an entity controlled by him. As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company owed approximately $95,000 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, ~~2021~~2022 and ~~2020~~2021, the Company ~~incurred~~issued ~~approximately $~~0 and $64,000, respectively, in purchases of hardware from a vendor controlled by a director of the Company. As of December 31, 2021 and 2020, the amounts owed to this related-party vendor were approximately $14,000 and $12,000 respectively. (c) During the years ended December 31, 2021 and 2020, the Company issued 4,608,173 ~~and 26,828,800~~ shares of common stock for the conversion of $~~24729~~0 and $6724,~~073~~729, respectively of accrued expenses owed to the CEO and VP of Operations. (dc) During the year ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company recorded approximately $~~8,000~~0 and $8,000, respectively to the VP and General Manager for rent and other office expenses.

9. Redeemable Preferred Stock and Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. The Company has designated 1,250,000 of these shares as Series A Convertible Preferred Stock (“Series A Preferred Stock”).

During the year ended December 31, 2020, the Company entered into a Series A Preferred Stock Purchase Agreements with investors. The Company issued 333,850 shares for proceeds of $303,070.

On February 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 58,850 shares for proceeds of $53,500.

On March 1, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 80,850 shares for proceeds of $73,500.

On April 5, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 58,850 shares for proceeds of $53,500.

On April 30, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.

On June 17, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 60,500 shares for proceeds of $55,000.

On August 11, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.

On September 13, 2021, the Company entered into a Series A Preferred Stock Purchase Agreements with an investor. The Company issued 59,125 shares for proceeds of $53,750.

On December 27, 2021, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 81,125 shares for proceeds of $73,750.

On February 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500.

On March 24, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500.

On April 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500.

On May 20, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 53,625 shares for proceeds of $48,750.

On August 23, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500.

On September 26, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 59,125 shares for proceeds of $53,500.

On November 2, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750.

On December 14, 2022, the Company entered into a Series A Preferred Stock Purchase Agreement with an investor. The Company issued 48,125 shares for proceeds of $43,750.

Rights and Privileges of the Series A Preferred Stock

· Voting – Series A Preferred ~~Stock~~Stockholders ~~holders~~ have no voting rights · Dividends – 8% cumulative dividend, compounded daily, payable solely upon redemption, liquidation, or conversion. (increases to 22% for an event of default) · Liquidation Preference – 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 – 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 – 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.

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~~During~~Based on the ~~year~~terms ~~ended~~of ~~December~~the ~~31,~~conversion ~~2021~~feature, the ~~holder~~Company ofcould ~~the~~be ~~Series~~required Ato ~~preferred~~issue an infinite number of shares of common stock. ~~converted~~As ~~504~~such,~~625~~ ~~shares~~the Company has determined the conversion feature to be a derivative liability under relevant accounting guidance. The Company estimated the fair value of ~~Series~~the Aconversion ~~preferred~~feature ~~tock~~using ~~and~~the ~~accrued~~Binomial ~~dividends~~Lattice ~~into~~Model ~~113~~on the date of issuance,~~571,233~~ ~~shares~~on the date of ~~common~~each ~~stock.~~conversion ~~Related~~notice, toand ~~these~~remeasures ~~conversions~~the ~~during~~fair value at each reporting period. During the year ended December 31, ~~2021~~2022, the Company ~~recorded~~issued a445,500 ~~reduction~~shares of ~~the~~series ~~associated~~A ~~derivative~~preferred ~~liability~~stock for proceeds of $405,000. Related to these issuances, the ~~conversion~~Company ~~features~~recorded derivative liabilities of $~~356~~175,~~951~~638 and adiscounts ~~reduction~~to of the preferred stock ~~discount~~ of $~~206~~175,~~629~~638, ~~and~~which ~~$238,442~~is ofbeing amortized to deemed ~~dividend~~dividends over the redemption period. Also related to these issuances the Company recorded deemed dividends of $126,186.

During the year ended December 31, ~~2020~~2022, the holder of the ~~series~~Series A preferred stock converted ~~308~~430,~~000~~375 shares of ~~series~~Series A preferred stock and accrued dividends into ~~272~~264,~~256~~726,~~929~~807 shares of common stock. Related to these conversions during the year ended December 31, ~~2020~~2022, the Company recorded a reduction of the associated derivative liability for the conversion features of $~~340~~241,~~234~~490 and a reduction of the preferred stock discount of $~~253~~142,~~896~~620 and $~~202~~125,~~021~~406 of deemed dividend.

Rights and Privileges of the Series B Preferred Stock

OnIn February 102021, ~~2020,~~ the Company ~~designated and subsequently~~ issued 1500,000~~,000~~ shares of its ~~newly formed~~ Series B Super Voting Preferred Stock. 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 $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 $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 $278,447 and was recorded to stock-based compensation expense in the accompanying condensed consolidated statements of operations.

~~The~~During ~~grant~~the ~~date~~year ~~fair~~ended ~~value~~December of31, 2022, the ~~Series~~Company Brepurchased ~~preferred~~1,250,000 ~~stock~~shares ~~issued~~of ~~during~~its ~~2020~~Series ~~was~~B ~~estimated~~Super ~~based~~Voting ~~upon~~Preferred ~~the~~Stock, ~~control~~valued ~~premium~~at ~~of the Company~~$65,572 ~~less~~and ~~a 10% discount.~~ $~~277~~1,~~543~~250 ~~was~~cash, ~~recorded~~per tothe ~~stock-based~~terms ~~director~~of ~~compensation expense in~~ the ~~accompanying~~Series ~~consolidated~~B ~~statement~~shareholder ~~of operations~~agreement.

The grant date fair value of the Series B preferred stock issued during 2021was estimated based upon the control premium of the Company, less a 10% discount. $2,554,447 was recorded to stock-based director compensation expense in the accompany consolidated statement of operations.

Common Stock

2022

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

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

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

2021

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

During the year ended December 31, 2021, the Company issued a total of 10,479,231 shares of common stock for the conversion of $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 498,260 shares for the cashless exercise of warrants.

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

~~2020~~26 Table of Contents

During the year ended December 31, 2020, the Company sold a total of 44,803,645 shares of common stock for proceeds of $202,973 of which $51,723 was raised under the Equity Purchase Agreement (see below).

During the year ended December 31, 2020 the Company issued a total of 931,278,827 shares of common stock for the conversion of debt, accrued interest and fees, and the conversion of series A preferred stock and accrued dividends.

During the year ended December 31, 2020, the Company issued 105,038,690 shares of common stock for the cashless exercise of warrants.

During the year ended December 31, 2020, the Company issued 26,828,800 shares of common stock for the conversion of $67,072 of accrued expenses owed to the CEO and VP of Operations.

On July 27, 2020, the Company entered into an Equity Purchase Agreement with an investor. Per the terms of the agreement, the investor will purchase up to $2,500,000 of the Company’s common stock at a 20% discount to the market price or the valuation price (as defined). The Company has the right, but not the obligation, to direct the investor to purchase put shares of not less than $5,000 and not more than $175,000 or 200% of the average daily trading value (as defined). During the year ended December 31, 2020, the Company issued 8,000,000 shares of common stock as a commitment fee on an equity line of credit with an investor, which was recorded as an offset to additional paid in capital in the accompanying condensed consolidated financial statements. Also during the year ended December 31, 2020, the Company issued 18,053,645 shares of common stock for $51,723 under the Equity Purchase Agreement.

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10. Share Purchase Warrants

The following table summarizes the activity of the Company’s share purchase warrants:

	Number ofwarrants			Weightedaverageexerciseprice
Balance, January 1, 2020		4,527,614		$	0.18
Balance, January 1, 2021		166,517,918		$	0.00
Issued		-			-
Adjusted for triggered down-round provisions		~~315,521,528~~			0.00
Exercised		~~(96,957,101~~	)		0.00
Expired		(56980,~~574,123~~392	)		0.00
Balance, December 31, 2020		166,517,918			0.00
Balance, December 31, 2021		165,537,526			0.00
Issued		-			-
Adjusted for triggered down-round provisions		-			0.00
Exercised		-(20,408,163	)		0.00
Expired		(~~980~~50,~~392~~000	)		0.00
Balance, December 31, 2021		165,537,526		$	0.00
Balance, December 31, 2022		145,079,363		$	0.00

As of December 31, ~~2021~~2022, the following share purchase warrants were outstanding:

Number of warrants outstanding	Exercise price		Expiration date
2,222,222	$	0.03	December 2, 2024
163,265,304	$	0.00	September 23, 2024
142,857,141	$	0.00	September 23, 2024
50,000	$	0.20	January 2, 2022
145,079,363
165,537,526

During the year ended December 31, ~~2020~~2022, ~~the Company recognized the triggering of the down-round provisions of certain warrants associated with the convertible debt instruments issued in 2019. As~~ a ~~result, the reset exercise price increased the number of~~ warrant ~~shares~~holder ~~accordingly.~~exercised ~~As of December 31~~20, ~~2020~~408,163 ~~the new exercise price for the~~ warrants ison ~~$0.000245 per share. Per the relevant accounting guidance, the Company valued the warrants before and after each triggering event and recorded the total increase in value as~~ a ~~deemed~~cashless ~~dividend~~basis toresulting ~~the warrant holder with an offset to additional paid~~ in ~~capital. For~~ the ~~year~~issuance ~~ended~~of ~~December 31~~19, ~~2020~~560,705 ~~the~~shares ~~increase in value~~ of ~~the~~common ~~warrants due to the triggering events totaled $370,726 and was properly included in the Company’s earnings per share amounts on the accompanying statement of operations~~stock.

On27 ~~August~~Table ~~21, 2020, the Company modified 2,222,222 warrants held by two investors. Per the terms~~ of the modifications, the Company reduced the exercise price from $0.23 to $0.03 and extended the term of the warrants to now expire on December 2, 2024. In accordance with relevant accounting guidance, the Company valued the warrants before and after modification. There was no change in valuation due to the modifications.Contents

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11. Stock Options

The Company established a stock option plan for directors, officers, employees and consultants of the Company (the “Plan”). The purpose of the Plan is to give to directors, officers, employees and consultants of the Company, as additional compensation, the opportunity to participate in the profitability of the Company by granting to such individuals options, exercisable over periods of up to ten (10) years as determined by the board of directors of the Company, to buy shares of the Company at a price equal to the Market Price (as defined) prevailing on the date the option is granted. As of December 31, ~~2021~~2022, there were 46,~~765~~440,000 shares available under the Plan.

The following table summarizes the activity of the Company’s stock options:

	Number ofoptions			Weightedaverageexerciseprice		Aggregateintrinsic value
Balance, January 1, 2020		5,690,000		$	0.13
Balance, January 1, 2021		3,250,000		$	0.09
Granted		-			-
Exercised		-			-
Cancelled / forfeited		(2,440,000	)		0.19
Balance, December 31, 2021		3,250,000		$	0.09	$	-
Granted		-			-
Cancelled / forfeited		(75,000	)		0.16
Balance, December 31, 2021		3,175,000		$	0.08	$	-
Vested as of December 31, 2021		3,175,000		$	0.08	$	-
Granted		-			-
Unvested as of December 31, 2021		-		$	-	$	-
Cancelled / forfeited		(1,675,000	)		0.12
Balance, December 31, 2022		1,500,000		$	0.04	$	-
Vested as of December 31, 2022		1,500,000		$	0.04	$	-
Unvested as of December 31, 2022		-		$	-	$	-

		Outstanding						Exercisable
Range ofexercise prices		Number ofshares		Weighted averageremainingcontractuallife (years)		Weightedaverageexerciseprice		Number ofshares		Weightedaverageexerciseprice
$	0.04		1,500,000		21.4		0.04		1,500,000		0.04
$	0.08		250,000		0.8		0.08		250,000		0.08
			1,500,000		1.4	$	0.04		1,500,000	$	0.04
$	0.13		1,425,000		0.4		0.13		1,425,000		0.13
			3,175,000		1.3	$	0.08		3,175,000	$	0.08

During the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company did not issue any options to employees. As of December 31, ~~2021~~2022, the Company had no unrecognized compensation expense.

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12. Segments

The Company has one reportable segment: vehicle tracking and recovery solutions. The Company allocates resources to and assesses the performance of each reportable segment using information about its revenue and operating income (loss). The Company does not evaluate operating segments using discrete asset information.

Segmentation by geographical location is not presented as all revenues are earned in the U.S. Total assets by segment are not presented as that information is not used to allocate resources or assess performance at the segment level and is not reviewed by the Chief Operating Decision Maker of the Company.

13. Risks and Uncertainties

The Company extends credit to customers on an unsecured basis in the normal course of business. The Company’s policy is to perform an analysis of the recoverability of its receivables at the end of each reporting period and to establish allowances where appropriate. The Company analyzes historical bad debts and contract losses, customer concentrations, and customer credit-worthiness when evaluating the adequacy of the allowances.

During the year ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company had ~~two~~four and two customers which accounted for 5677% and 6156%, respectively, of total invoiced amounts, which are recorded as deferred revenues and amortized over the related service period to revenues.

As of December 31, ~~2021~~2022 and ~~2020~~2021, the Company had ~~one~~three and ~~three~~one customers, respectively, which accounted for 99% and 99%, respectively, of the gross accounts receivable balance.

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14. Income Taxes

The Company’s income tax provision consists of the following:

	2021		2020
	2022		2021
Current:
Federal	$	-	$	-
State		~~808~~800		-808
Foreign		-		-
Total Current		~~808~~800		-808
Deferred:
Federal		-		-
State		-		-
Foreign		-		-
Total Deferred		-		-
Provision for income taxes	$	~~808~~800	$	-808

A reconciliation of income taxes computed by applying the statutory U.S. income tax rate to the Company’s loss before income taxes to the income tax provision is as follows:

	2021			2020
	2022			2021
Computed tax benefit at federal statutory rate	$	~~764~~(190,~~147~~596	)	$	~~(554~~764,~~289~~147	)
State taxes		~~638~~632			-638
Permanent items		75			~~1,778~~75
Stock-based compensation		8175,~~829~~196			588,~~284~~829
Incentive stock options		-			-
Conversion feature derivative liability		-			~~24,394~~-
Interest expense, derivative liability		-			~~34,505~~-
Uncertain tax positions		-			-
Impact of difference related to foreign earnings		-			-
Gain on extinguishment of debt		-			-
Change in fair value of derivative liability		1610,~~661~~225			~~223~~16,~~699~~661
Valuation allowance		~~(789~~5,~~542~~268	)		~~211~~(789,~~629~~542	)
Provision for income taxes	$	~~808~~800		$	-808

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

	2021			2020
	2022			2021
Deferred Tax Assets:
Net operating loss carryforwards	$	~~604~~2,967,000		$	2604,~~501,~~000
Stock-based compensation		~~767~~529,000			6767,000
Accounts receivable and other timing differences		~~138~~140,000			~~140~~138,000
Basis difference in assets and debt		(7180,000	)		(6471,000	)
Total Deferred Tax Asset		13,~~438~~556,000			21,~~583~~438,000
Valuation allowance		(13,~~438~~556,000	)		(21,~~583~~438,000	)
Net Deferred Tax Asset	$	-		$	-

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets for the U.S. federal and state have been fully offset by a valuation allowance.

As of December 31, ~~2021~~2022, the Company had net operating loss carryforwards for federal and state income tax purposes of $ 39,~~874~~970,000 and $ 89,~~084~~739,000, respectively, which expire beginning in the year 2029.

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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 $90,000 as of December 31, ~~2021~~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, ~~2021~~2022 is as follows:

	FederalandState
Balance at January 1, 2021	$	90,000
Balance at January 1, 2022	$	90,000
Additions for tax positions related to current year		-
Additions for tax positions related to prior years		-
Balance at December 31, 2021	$	90,000
Balance at December 31, 2022	$	90,000

15. Commitments and Contingencies

Withheld Payroll Taxes

Since its inception, the Company has made several payments to employees for wages, net of state and federal income taxes. Due to cash constraints, the Company has not yet remitted all of these withheld amounts to the appropriate government agency. Accordingly, as of December 31, ~~2021~~2022 and ~~2020~~2021 the Company has recorded $37,984 and $37,984, respectively, related to this obligation in accounts payable and accrued liabilities, including estimated penalties and interest.

Operating Lease

On September 1, 2021 the Company entered into a lease for office space under an operating lease for approximately 2,500 square feet in Lake Elsinore, California, which is set to expire on October 31, 2024.

Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities as adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. To determine the present value of lease payments not yet paid, the Company estimates incremental secured borrowing rates corresponding to the maturities of the leases.

The Company’s lease contains rent escalations over the lease term. The Company recognizes expense for these leases on a straight-line basis over the lease term. Additionally, tenant incentives used to fund leasehold improvements are recognized when earned and reduce our right-of-use asset related to the lease. These are amortized through the right-of-use asset as reductions of expense over the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company has elected the short-term lease recognition exemption for all applicable classes of underlying assets. Short-term disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise, are not recorded on the consolidated balance sheet.

The components of lease expense were as follows:

	Year EndedDecember 31,
	2021		2020
	2022		2021
Operating lease cost	$	531,~~438~~129	$	-5,438

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Other information related to leases was as follows:

	Year EndedDecember 31,
	2021			2020
Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liability:
Operating cash flows from operating lease	$	726,~~785~~210		$	-7,785
Operating lease asset obtained in exchange for lease liability:
Operating lease	$	~~81,668~~-		$	-81,668
Remaining lease term
Operating lease	21.83 years			2.83 years	-
Discount rate
Operating lease		12.00	%		-12.00	%

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:

	For the Years EndedDecember 31,
2022	$	28,935
2023	$	33,244
2023		33,244
2024		28,610
Total minimum lease payments		9061,~~789~~854
Less imputed interest		(146,~~559~~646	)
Present value of lease liabilities		7655,~~230~~208
Less current portion of operating lease liability		(21,019	)
Less current portion of operating lease liability (included in accounts payable and accrued expenses)		(28,110	)
Non-current operating lease liability	$	5527,~~211~~098

Indemnities and Guarantees

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.

Legal Matters

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.

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16. Subsequent Events

On ~~January~~February 2415, ~~2022~~2023, the Company issued 1120,000,000 ~~share~~shares of common stock ~~under~~to its ~~Equity~~CEO, ~~Line~~valued ~~for~~at ~~total proceeds of~~ $4221,~~240~~000.

On ~~January~~February 2422, ~~2022~~2023, the Company issued ~~840~~34,~~278~~064,050 shares of common stock ~~to a vendor~~ for ~~services~~cash ~~valued~~proceeds atof $332,~~630~~974.

On ~~January~~March 271, ~~2022~~2023, the Company issued 226,~~272~~000,~~727~~000 shares of common stock tofor athe ~~director,~~conversion ~~valued~~of ~~at $10~~25,000 shares of its Series A preferred stock.

On ~~February~~March 13, ~~2022~~2023, the Company ~~borrowed~~issued ~~$100~~35,490,000 ~~under~~shares anof ~~Inventory~~common ~~Promissory~~stock ~~Note~~for ~~from~~the anconversion ~~investor. The note bears interest at 6% per annum are requires 6 monthly payments~~ of ~~$17~~34,~~667~~125 ~~beginning~~shares inof ~~September~~its ~~2022.~~Series ~~The~~A ~~note~~preferred ~~is convertible into common~~ stock.

On February 2, 2022, the Company issued 59,125 shares of Series A preferred stock for total proceeds of $53,750.

On February 18, 2022, the Company converted 40,000 shares of Series A preferred stock into 10,146,342 shares of common stock.

On February 28, 2022, the Company converted 19,125 shares of Series A preferred stock into 6,027,273 shares of common stock.

On March 1, 2022, the Company borrowed $100,000 under another Inventory Promissory Note from an investor. The note bears interest at 6% per annum are requires 6 monthly payments of $17,667 beginning in October 2022. The note is convertible into common stock.

On March 8, 2022, the Company issued 40,000,000 shares of common stock to an investor for the cancellation of the investors warrants.

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements are available to be issued. Any material events that occur between the balance sheet date and the date that the consolidated financial statements were available for issuance are disclosed as subsequent events, while the consolidated financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as disclosed within the footnotes or as discussed below, the Company did not identify any subsequent events that require adjustment or disclosure in the consolidated financial statements.

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

OnNo ~~February~~items ~~11, 2022, the Audit Committee of the Board of Directors of IGEN Networks Corp~~noted. (“IGEN”), upon completion of a formal proposal process with independent accounting firms, replaced Macias Gini & O’Connell (“MGO”) as its independent public accountants with the selection of Green Growth CPAs (“GGCPA”) as the independent public accountants to audit the financial statements of IGEN and its consolidated subsidiaries for the fiscal year ended December 31, 2021.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

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, ~~2021~~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.

Internal Control over Financial Reporting

As of December 31, ~~2021~~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:

·	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.

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.

Changes in Internal Control over Financial Reporting

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, ~~2021~~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.

Item 9B. Other Information.

During the fourth quarter of the fiscal year ended December 31, ~~2021~~2022, there was no information required to be reported on Form 8-K which was not previously reported.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The following lists the directors and executive officers of the Company as of March 30, ~~2022~~2023:

Name	Age		Position	Term of Office
Robert Nealon		6567	Director, Chairman of the Board	July 8, 2010 to present
Neil G. Chan		5961	Director, Chief Executive Officer	September 1, 2011 to present
Mark Wells		5961	Director	January 17, 2018 to present
Abel I. Sierra		4950	~~Executive Officer~~Director, ~~VP&GM~~Chief Operating Officer	September 15, 2017 to present
Robert Friedman			Director	March 17, 2020 to present

Business Experience

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

Robert Nealon, Chairman of the Board & Director

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.

Neil G. Chan, Chief Executive Officer & Director

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.

Mark Wells, Director

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.

~~Robert~~Abel ~~Friedman~~Sierra, Chief Operating Officer & Director

Robert Friedman has been actively engaged in the real estate business since 1970. In 1996, he started York Resources, LLC., where he actively participates in the acquisition, financing and development of their real estate holdings, in addition to practicing transactional real estate law for private clients. At present, Robert and his brother Bernard own 34 properties, most of which are located in Manhattan and which consist of about 120,000 square feet of retail and office space, 300+ parking spaces, rental apartment units and luxury single-family homes. Recently, the Friedman’s developed, built and presently own a 28-story Pod Hotel located at 42nd Street and Ninth Avenue consisting of 665 hotel rooms, 45 residential apartment and retail spaces. Robert Friedman and his brother are currently developing a national family amusement theme park anchored by the world’s largest rollercoaster to be located in Orlando, Florida. Prior to joining the family business, Robert Friedman was a Senior Partner and transactional real estate attorney in New York City for over 20 years.

Abel Sierra, Company Officer VP & GM

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.

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Code of Ethics

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

Audit Committee and Financial Expert

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.

Item 11. Executive Compensation.

Summary Compensation Table

Name and principal position	Year	Salary($)(1)		Stockawards($)		Optionawards($)(2)		Total($)
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
	2020		142,000		0		0		142,000
Abel I. Sierra – COO	2022		121,000		9,000		0		130,000
Abel I. Sierra – VP & GM	2021		121,000		0		25,000		146,000
Abel I. Sierra – COO	2021		121,000		0		25,000		146,000
	2020		121,000		0		0		121,000

_____________

(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.

Outstanding Equity Awards at Fiscal Year-end –

Name	Number ofsecuritiesunderlyingunexercisedoptions		Number ofsecuritiesunderlyingunexercisedoptions		Optionexerciseprice		Optionexpirationdate
	(#)		(#)		($)
	exercisable		un-exercisable
Neil Chan, CEO		~~500~~1,000,000		0	$	0.1304	1115-~~May22~~May-24
		1,000,000		0	$	0.04	15-May-24
Abel Sierra, COO		500,000		0	$	0.04	15-May-24
Abel Sierra, VP&GM		150,000		0	$	0.13	11-May22
		500,000		0	$	0.04	15-May-24

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

Director Compensation ¹

Name and principal position	Year	Salary($)		Stockawards($)		Optionawards($)		Total($)
Robert Nealon	~~2021~~2022		0		~~638~~9,~~612~~000		0		~~638~~9,~~612~~000
Neil G. Chan	~~2021~~2022		0		~~638~~9,~~612~~000		0		~~638~~9,~~612~~000
Robert Friedman	2021		0		638,612		0		638,612
Abel Sierra	2022		0		9,000		0		9,000
Mark Wells	~~2021~~2022		0		~~638~~9,~~612~~000		0		~~638~~9,~~612~~000

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.

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Discussion of Executive and Director Compensation

Compensation of Directors

Directors received no cash compensation in ~~2021.~~2022 ~~Directors~~but ~~with~~each ~~the~~received ~~exception of the CEO were paid in stock equivalent to $25~~5,000 ~~retainer in 2018. In 2013~~, ~~Robert Nealon, Director and Chairman of the Board, was awarded 150,~~000 ~~stock~~shares ~~options, all~~ of ~~which~~common ~~vested in 2013 and none of which were exercised. In 2015, Mr. Nealon was awarded 250,000~~ stock ~~options, all of which vested in 2015 and none of which were exercised~~. Mr. ~~Nealon had 250,000 options which expired on September 21, 2020.~~

Compensation of Executives

The CEO, Neil Chan who is also a director of the Company earned a salary of $142,000 in ~~2021~~2022, same as ~~2020~~2021. In 2013, the CEO, was granted 825,000 stock options, all of which vested in 2013, and 769,444 of which were exercised, leaving 55,556 vested and unexercised as of December 31, 2014. In 2015, Mr. Chan was granted a further 1,000,000 stock options all of which vested in 2015 and 55,556 options were exercised in January 2016. In 2017, Mr. Chan was granted another 500,000 stock options. In 2019, Mr. Chan was granted another 1,000,000 stock options, resulting in a total of 1,~~500~~000,000 options as of December 31, ~~2021~~2022.

Mr. Abel Sierra, ~~VP and General Manager~~COO, is paid $121,000 per annum ~~excluding sales commissions~~. Mr. Sierra was granted 500,000 stock options during 2019. Mr. Sierra has a total of ~~650~~500,000 stock options unexercised as of December 31, ~~2021~~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.

Compensation Committee Interlocks and Insider Participation

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.

Compensation Committee Report

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 tables list information that is accurate as of December 31, ~~2021~~2022.

Securities authorized for issuance under equity compensation plans

The following details securities authorized for issuance as of December 31, ~~2021~~2022.

Equity Compensation Plan Information

Plan category

Number ofsecurities tobe issuedupon exerciseof outstandingoptions,warrantsand rights

Weighted-average exerciseprice ofoutstandingoptions,warrantsand rights

Number ofsecuritiesremainingavailable forfuture issuanceunder equitycompensationplans (excluding securitiesreflected incolumn (a))

(a)

Equity compensation plans approved by security holders

31,~~175~~500,000

0.0804

46,~~840~~515,000

Equity compensation plans not approved by security holders

N/A

Total

31,~~175~~500,000

0.0904

46,~~840~~515,000

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Security Ownership of Certain Beneficial Owners and Management

The table below sets forth information regarding the ownership of our common stock, as of December 31, ~~2021~~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 ~~2021~~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, ~~2021~~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, ~~2021~~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 12,~~515~~007,~~716~~815,~~857~~097 shares of our common stock outstanding as of March 15, ~~2022~~2023.

	Shares Beneficially
	Owned
Name and Address of Beneficial Owner:	Number		Percent
5% Stockholders:
Directors and Executive Officers:
Robert Friedman		32,645,833		2.2	%
Neil Chan(2)		55,120,008		2.7	%
Neil Chan(2)		34,120,005		2.4	%
Abel Sierra(3)		20,408,170		1.0	%
Abel Sierra(3)		15,408,170		1.0	%
Robert Nealon(4)		8,316,667	*
Robert Nealon(4)		3,316,667		*
Mark Wells		5,960,785	*
Mark Wells		960,785		*
All executive officers and directors as a group (4 persons)		89,805,630		4.5	%
All executive officers and directors as a group (5 persons)		86,451,460		6	%

_________

*	Represents beneficial ownership of less than 1%.
(1)	not used
(2)	Represents 1,~~500~~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, ~~2020~~2022, and 3254,~~620~~120,~~005~~008 outstanding shares of Common Stock.
(3)	Represents ~~650~~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, ~~2020~~2022, and 1419,758,170 outstanding shares of Common Stock.
(4)	~~Represents~~Not 400,000 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, 2020, and 2,916,667 outstanding shares of Common Stock.used
(5)	~~not~~Not used

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Transactions with related persons, promoters and certain control persons

(b) During the years ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company ~~incurred~~issued ~~approximately $~~0 and ~~$64~~4,~~000~~608,173 ~~respectively,~~shares ~~in purchases~~ of ~~hardware~~common ~~from~~stock afor ~~vendor controlled by a director of~~ the ~~Company.~~conversion As of ~~December~~$0 ~~31, 2021~~ and ~~2020~~$24,729, ~~the~~respectively ~~amounts~~of accrued expenses owed to ~~this~~the ~~related-party~~CEO ~~vendor were approximately $14,000~~ and ~~$12,000 respectively~~COO.

(c) During the ~~years~~year ended December 31, ~~2021~~2022 and ~~2020~~2021, the Company ~~issued~~recorded ~~4,608,173~~approximately ~~and 26,828,800 shares of common stock for the conversion of~~ $~~24,729~~0 and $678,~~073~~000, respectively ofto ~~accrued~~the ~~expenses~~CEO ~~owed~~and toCOO ~~the~~for ~~CEO~~rent and VPother ofoffice ~~Operations~~expenses.

(d) During the year ended December 31, 2021 and 2020, the Company recorded approximately $8,000 and $8,000, respectively to the VP and General Manager for rent and other office expenses.

Director Independence

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

Item 14. Principal Accounting Fees and Services.

Audit Fees

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:

2021: $68,000

~~2020~~2022: $~~126~~56,000

Audit Related Fees

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:

2021: $0

~~2020~~2022: $0

Tax Fees

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:

2021: $0

~~2020~~2022: $0

All Other Fees

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:

2021: $0

~~2021~~2022: $0

Audit Committee’s Pre-Approval Policies and Procedures

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.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(1) Financial statements:

- Audited Financial Statements for the year ended December 31, ~~2021~~2022

(2) Financial statement schedules

- none

(3) Exhibits

Exhibit Index

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

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SIGNATURES

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.

	IGEN Networks Corp
March 30, 2022	By:	/s/ Neil Chan
April 17, 2023	By:	/s/ Neil Chan
		Neil Chan,
		Chief Executive Officer and Director(Principal Executive Officer,Principal Financial Officer andPrincipal Accounting Officer)

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