United StatesSecurities and Exchange CommissionWashington, D. C. 20549




FORM 10-Q


|[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2010
|--- | ------------------------------------------------------------------------------------------------------------------------------------
|   

|[_] | 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. 333-141875IGEN Networks Corp.(Formerly Sync2 Entertainment Corporation)(Name of Small Business Issuer in its Charter)
|-------------------------------------------------------------------------------------------------------------------------------------------

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

8430 West Lake Mead Blvd, Suite 100, :Las Vegas, NV, 89128

(Address of principal executive offices) (Zip
Code)




310-425-5731


(Registrant's telephone number including area code)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNoo

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). YesoNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox

The number of shares of common stock, par value $.001 per share, outstanding as of May 11, 2010 was 11,305,500.

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|                              | C O N T E N T S                                            |  |       
|----------------------------- | ---------------------------------------------------------- |  | ------
|                              |                                                            |  | Page  
|Part I. FINANCIAL INFORMATION |                                                           
|Item 1.                       | Financial Statements                                       |  | F1-F10
|Item 2.                       | Management's Discussion and Analysis or Plan of Operation  |  | 2     
|Item 3.                       | Quantitative and Qualitative Disclosures About Market Risk |  | 4     
|Item 4.                       | Controls and Procedures                                    |  | 4     
|Part II. OTHER INFORMATION    |                                                           
|Item 1.                       | Legal Proceedings                                          |  | 5     
|Item 2.                       | Sales of Unregistered Securities                           |  | 5     
|Item 3.                       | Defaults Upon Senior Securities                            |  | 6     
|Item 4.                       | Submission of Matters to a Vote of Security Holders        |  | 6     
|Item 5.                       | Other Information                                          |  | 6     
|Item 6.                       | Exhibits                                                   |  | 6     
|SIGNATURES                    |                                                            |  | 7     







---





Item 1. Financial Statements

The Companys interim financial statements for the three months ended March 31, 2010 are included herewith.















|IGEN NETWORKS CORP.(formerly Sync2 Entertainment Corporation)
|-------------------------------------------------------------



|Financial StatementsFor the three months ended March
31, 2010
|-------------------------------------------------------------























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|IGEN NETWORKS CORP.                                                        |  |           |  |             |  |             
|-------------------------------------------------------------------------- |  | --------- |  | ----------- |  | ------------
|(formerly Sync2 Entertainment Corp.)                                       |  |           |  |             |  |             
|(A Development Stage Company)                                              |  |           |  |             |  |             
|Balance Sheets                                                             |  |           |  |             |  |             
|                                                                           |  |           |  | (Unaudited) |  | (Audited)   
|                                                                           |  |           |  | March 31,   |  | December 31,
|                                                                           |  |           |  | 2010        |  | 2009        
|Assets                                                                     |  |           |  |             |  |             
|Current                                                                    |  |           |  |             |  |             
|Cash                                                                       |  |           |  | $ 1,021     |  | $ 33        
|                                                                          
|Total Assets                                                               |  |           |  | $ 1,021     |  | $ 33        
|                                                                          
|Liabilities and Stockholders' Equity                                       |  |           |  |            
|Current liabilities                                                        |  |           |  |             |  |             
|Accounts payable                                                           |  |           |  | $ 126,798   |  | $ 322,899   
|Accrued liabilities (note 4)                                               |  |           |  | 29,475      |  | 32,475      
|Shareholder's loan                                                         |  |           |  | 36,830      |  | -           
|Total liabilities                                                          |  |           |  | 193,103     |  | 355,374     
|                                                                          
|Stockholders Equity (Deficit)                                             |  |           |  |             |  |             
|Capital Stock (note 3)                                                     |  |           |  |             |  |             
|Authorized - 375,000,000 common shares with $0.001 par value               |  |           |  |            
|Issued and outstanding - 9,305,500 and 855,500 respectively                |  | 9,305     |  | 855        
|Additional paid-in capital                                                 |  |           |  | 378,745     |  | 60,195      
|Deficit accumulated during the development stage                           |  | (580,132) |  | (416,391)  
|Total Stockholders' Equity (Deficit)                                       |  |           |  | (192,082)   |  | (355,341)   
|Total Liabilities & Stockholders' Equity (Deficit)                         |  | $ 1,021   |  | $ 33       
|Subsequent Events (note 6)                                                 |  |           |  |             |  |             
|                                                                          
|Approved on Behalf of the Board                                            |  |           |  |             |  |             
|"Monty Ormsby"                                                             |  | Director  |  |             |  |             
|"Richard Gilbertson"                                                       |  | Director  |  |             |  |             
|The accompanying notes are an integral part of these financial statements. |  |           |  |            

F-1

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|IGEN NETWORKS CORP.                                                        |  |                                                                                            |                      |           |           |           |                    
|-------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------ | -------------------- | --------- | --------- | --------- | -------------------
|(formerly Sync2 Entertainment Corp.)                                       |  |                                                                                            |                      |           |           |           |                    
|(A Development Stage Company)                                              |  |                                                                                            |                      |           |           |           |                    
|Statements of Operations                                                   |  |                                                                                            |                      |           |           |           |                    
|(unaudited)                                                                |  |                                                                                            |                      |           |           |           |                    
|                                                                           |  | Three Months Three Months                                             
 Cumulative
 Totals
|                                                                           |  |                                                                                            |                      | Ended     | Ended     |           | from Inception     
|                                                                           |  |                                                                                            |                      | March 31, | March 31, |           | (November 14,
2006)
|                                                                           |  |                                                                                            |                      | 2010      | 2009      |           | to March 31, 2010  
|Expenses                                                                   |  |                                                                                            |                      |           |           |           |                    
|Advertising expense                                                        |  |                                                                                            |                      | -         | -         |           | 20,000             
|Consulting and business development fees                                   |  |                                                                                            |                      | 99,000    | 195,000   |           | 372,259            
|Management fees (Note 4)                                                   |  |                                                                                            |                      | 33,000    | -         |           | 55,500             
|Professional fees                                                          |  |                                                                                            |                      | 26,310    | 40,000    |           | 121,057            
|Rent                                                                       |  |                                                                                            |                      | 2,678     | -         |           | 2,678              
|Transfer agent & filing fees                                               |  |                                                                                            |                      | 2,671     | -         |           | 3,600              
|General and administrative                                                 |  |                                                                                            |                      | 82        | 65,000    | 5,038     |                    
|                                                                           |  |                                                                                            |                      | (163,741) | (300,000) | (580,132)
|Net Loss Applicable to Common Shares                                       |  | $ (163,741)                                                                                | (300,000)            | (580,132)
|Net Loss per Basic and Diluted Shares                                      |  | $      
 (0.05)                                                                            | $            
(0.35) |          
|Weighted Average Number of Common Shares                                   |  |                                                                                            |                      |           |           |           |                    
|Outstanding                                                                |  |                                                                                            |                      | 3,580,500 | 854,700   |          
|The accompanying notes are an integral part of these financial statements. |  |                                                                                            |                      |           |           |           |                    

F-2



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|IGEN NETWORKS CORP.                                                        |  |              |  |               |  |                    
|-------------------------------------------------------------------------- |  | ------------ |  | ------------- |  | -------------------
|(formerly Sync2 Entertainment Corp.)                                       |  |              |  |               |  |                    
|(A Development Stage Company)                                              |  |              |  |               |  |                    
|Statements of Cash Flows                                                   |  |              |  |               |  |                    
|(unaudited)                                                                |  |              |  |               |  |                    
|                                                                           |  | Three Months |  | Three Months  |  | Cumulative Totals  
|                                                                           |  | Ended        |  | Ended         |  | from Inception     
|                                                                           |  | March 31,    |  | March 31,     |  | (November 14, 2006)
|                                                                           |  | 2010         |  | 2009          |  | to March 31, 2010  
|Cash Flows from Operating Activities                                       |  |              |  |               |  |                    
|Net loss                                                                   |  | $ (163,741)  |  | $ (300,000) $ |  | (580,132)          
|Adjustments to reconcile net loss to net cash                              |  |              |  |               |  |                    
|provided by (used in) operations:                                          |  |              |  |               |  |                    
|Increase (decrease) in accounts payable and accrued liabilities            |  | (199,101)    |  | 300,000       |  | 156,273            
|Increase (decrease) in shareholder's loans                                 |  | 36,830       |  | -             |  | 36,830             
|Shares issued for services                                                 |  | 132,000      |  | -             |  | 132,000            
|Shares issued for setlement of debt                                        |  | 195,000      |  | -             |  | 195,000            
|                                                                          
|Net cash used in operating activities                                      |  | 988          |  | -             |  | (60,029)           
|                                                                          
|Cash Flows from Investing Activities                                       |  | -            |  | -             |  | -                  
|                                                                          
|Cash Flows from Financing Activities                                       |  |              |  |               |  |                    
|Common stock issued for cash                                               |  | -            |  | -             |  | 61,050             
|Proceeds received from notes payable - related parties                     |  | -            |  | -             |  | 100                
|Payments made on notes payable - related parties                           |  | -            |  | -             |  | (100)              
|                                                                          
|Net cash provided by financing activities                                  |  | -            |  | -             |  | 61,050             
|                                                                          
|Net Increase (Decrease) in cash                                            |  | 988          |  | -             |  | 1,021              
|                                                                          
|Cash, Beginning of Period                                                  |  | 33           |  | 147           |  | -                  
|                                                                          
|Cash, End of Period                                                        |  | $ 1,021      |  | $ 147         |  | $ 1,021            
|                                                                          
|Supplemental Cash Flow Information                                         |  |              |  |               |  |                    
|Cash paid for interest                                                     |  | $ -          |  | $ -           |  | $ -                
|Cash paid for income taxes                                                 |  | $ -          |  | $ -           |  | $ -                
|Non-cash operating, financing and investing activities                     |  |              |  |               |  |                    
|Shares issued for services (note 3(b))                                     |  | $ 132,000    |  | $ -           |  | $ -                
|Shares issued for settlement of debt (note 3(b))                           |  | $ 195,000    |  | $ -           |  | $ -                
|The accompanying notes are an integral part of these financial statements. |  |              |  |               |  |                    

F-3

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|IGEN NETWORKS CORP.                                                        |  |              |         |            |                 |             |             |               |                 
|-------------------------------------------------------------------------- |  | ------------ | ------- | ---------- | --------------- | ----------- | ----------- | ------------- | ----------------
|(formerly Sync2 Entertainment Corp.)                                       |  |              |         |            |                 |             |             |               |                 
|(A Development Stage Company)                                              |  |              |         |            |                 |             |             |               |                 
|Statement of Stockhlders' Equity (Deficit)                                 |  |              |         |            |                 |             |            
|(unaudited)                                                                |  |              |         |            |                 |             |             |               |                 
|                                                                           |  |              |         |            |                 |             | Deficit     |               |                 
|                                                                           |  |              |         |            |                 |             | Accumulated |               |                 
|                                                                           |  |              |         |            |                 |             | During the  |               | Total           
|                                                                           |  | Common Stock |         | Additional |                 | Development |             | Stockholders
|                                                                           |  | Shares       | Amount  |            | Paid-in-capital |             | Stage       |               | Equity (Deficit)
|                                                                          
|Balance from inception                                                     |  |              |         |            |                 |             |             |               |                 
|November 14, 2006                                                          |  | -            | $ -     |            | $ -             |             | $ -         |               | $ -             
|Common stock issued for cash:                                              |  |              |         |            |                 |             |             |               |                 
|- November 14, 2006                                                        |  | 853,300      | 853     |            | 16,197          |             | -           |               | 17,050          
|- November 20, 2006                                                        |  | 2,200        | 2       |            | 43,998          |             | -           |               | 44,000          
|Net loss                                                                   |  | -            | -       |            | -               |             | (1,288)     |               | (1,288)         
|Balance December 31, 2006                                                  |  | 855,500      | 855     |            | 60,195          |             | (1,288)     |               | 59,762          
|                                                                          
|Net loss                                                                   |  | -            | -       |            | -               |             | (46,112)    |               | (46,112)        
|Balance December 31, 2007                                                  |  | 855,500      | 855     |            | 60,195          |             | (47,400)    |               | 13,650          
|                                                                          
|Net loss                                                                   |  | -            | -       |            | -               |             | (46,414)    |               | (46,414)        
|Balance December 31, 2008                                                  |  | 855,500      | 855     |            | 60,195          |             | (93,814)    |               | (32,764)        
|                                                                          
|Net loss                                                                   |  | -            | -       |            | -               |             | (322,577)   |               | (322,577)       
|Balance December 31, 2009                                                  |  | 855,500      | 855     |            | 60,195          |             | (416,391)   |               | (355,341)       
|Common shares issued for services                                          |  |              |         |            |                 |             |             |               |                 
|on
February 15, 2010 at $0.06 per share                                    |  | 2,200,000    | 2,200   |            | 129,800         |             | -           |               | 132,000         
|Common shares issued for debt                                              |  |              |         |            |                 |             |             |               |                 
|on February 15, 2010 at $0.06 per share                                    |  | 3,250,000    | 3,250   |            | 191,750         |             | -           |               | 195,000         
|Common shares issued for technology                                        |  |              |         |            |                 |             |             |               |                 
|(in-trust) on March 30, 2010 at $nil per share                             |  | 3,000,000    | 3,000   |            | (3,000)         |             | -           |               | -               
|Net loss                                                                   |  | -            | -       |            | -               |             | (163,741)   |               | (163,741)       
|Balance March 31, 2010                                                     |  | 9,305,500    | $ 9,305 |            | $ 378,745       |             | $ (580,132) |               | $ (192,082)     
|                                                                          
|The accompanying notes are an integral part of these financial statements. |  |              |         |            |                 |            
|                                                                          
|                                                                          
|                                                                           |  |              |         |            |                 |             |             |               |                 

F-4



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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|1. | Nature and Continuance of Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | IGEN Networks Corp. (the Company) was incorporated in the State of Nevada on November 14, 2006. The Company has been in the development stage since its formation and has
not yet realized any revenue from its planned operations. The Companys principal business is the acquisition and development of innovative proprietary technologies which have application for licensing, marketing and distribution on a global
basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  
|   | These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal
course of business. The Company has not generated any revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful acquisition and
development of viable bio-technical operations. As at March 31, 2010, the Company has a working capital deficit of $192,082 (December 31, 2009 - $355,341) and has accumulated losses of $580,132 (December 31, 2009 - $416,391) since
inception. These factors raise substantial doubt regarding the Companys ability to continue as a going concern. Management has plans to seek additional capital through a private placement of its common stock and possible loans from related
parties to fund operation of next year. Although there are no assurances that managements plans will be realized, management believes that the Company will be able to continue operations in the future. These financial statements do not include
any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  

F-5

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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2) | Summary of Significant Accounting Policies (continued)
|-- | ------------------------------------------------------
|  
|   | c)                                                    
|  
|   |                                                       
|  
|   | d)                                                    
|  
|   |                                                       
|  
|   |                                                       
|   |                                                       
|   |                                                       
|  
|   |                                                       
|  
|   | e)                                                    
|  
|   |                                                       
|  

F-6

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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Summary of Significant Accounting Principles (continued)
|-- | --------------------------------------------------------
|  
|   | f)                                                      
|  
|   |                                                         
|  
|   |                                                         
|  
|   | g)                                                      
|  
|   |                                                         
|  
|   |                                                         
|  

F-7

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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Summary of Significant Accounting Principles (continued)
|-- | --------------------------------------------------------
|  
|   | g)                                                      
|  
|   |                                                         
|  
|   |                                                         
|  
|   |                                                         
|  
|   | h)                                                      
|  
|   |                                                         
|  
|   | i)                                                      
|  
|   |                                                         
|  
|3. | Stockholders' Equity (Deficit)                          
|  
|   | a)                                                      
|  
|   |                                                         
|  
|   |                                                         
|  

F-8

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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Stockholders' Equity (Deficit) - continued
|-- | ------------------------------------------
|  
|   | b)                                        
|  

On February 15, 2010, the Company issued 550,000 restricted common shares to two related parties for services as directors and officers of the Company, recorded at a rate of $0.06
per share and a value of $33,000.

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

On February 15, 2010, the Company issued 1,650,000 restricted common shares to three independent parties pursuant to agreements for consulting services at a rate of $0.06 per
share and a recorded value of $99,000.

On March 30, 2010, the Company issued 3,000,000 restricted common shares to Bio Business Development Corp. International Inc. pertaining to the memorandum of understanding regarding
the acquisition of rights to intellectual property. The shares are recorded at $3,000 par value with an offsetting amount in additional paid-in capital. Pursuant to the MOU, the shares will be held in trust by the Company, and will be released
or cancelled, subject to the negotiation of terms and conditions in a mutually beneficial license agreement. Upon any future release of the said shares, the recorded value of the shares will be denoted at market value at the time of release from
trust.

4. Related Party Transactions

Amounts payable to related party as of March 31, 2010 of $22,500 (December 2009 - $22,500) is owing to a former director of the Company for management fees. The amounts are
non-interest bearing, unsecured, and have no fixed terms of repayment.

During the three months ended March 31, 2010, the Company incurred $Nil (December 2009 - $22,500) in management fees to a former director of the Company.

The above transactions have been recorded at exchange amount which is the amount of consideration established and agreed to by the related parties.



F-9

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|IGEN Networks Corp                                                  |  |             |  |            
|------------------------------------------------------------------- |  | ----------- |  | -----------
|(formerly Sync2 Entertainment Corporation)                          |  |             |  |            
|(A Development Stage Company)                                       |  |             |  |            
|Notes to Unaudited Financial Statements                             |  |             |  |            
|For the Three Months ended March 31, 2010 and 2009                  |  |             |  |            
|(expressed in U.S. dollars)                                         |  |             |  |            
|                                                                   
|                                                                   
|5. Income Taxes                                                     |  |             |  |            
|                                                                   
|Reconciliation of the Companys income tax expenses are as follows: |  |             |  |            
|                                                                   
|                                                                    |  | March 31    |  | December 31
|                                                                    |  | 2010        |  | 2009       
|                                                                   
|Loss for the year                                                   |  | $ (163,741) |  | $ (322,577)
|Expected income tax recovery at statutory rates of 35%              |  | (57,309)    |  | (112,902)  
|Increase in valuation allowance                                     |  | 57,309      |  | 112,902    
|                                                                    |  | $ -         |  | $ -        
|                                                                   
|The components of future income tax assets are as follows:          |  |             |  |            
|                                                                    |  | March 31    |  | December 31
|                                                                    |  | 2010        |  | 2009       
|Future income tax assets                                            |  |             |  |            
|Non-capital losses carried forward and others                       |  | $ 203,000   |  | $ 145,700  
|Less: Valuation allowance                                           |  | (203,000)   |  | (145,700)  
|Net future income tax assets                                        |  | $ -         |  | $ -        

|   | The Company has adopted FASB ASC 740-10 to account for income taxes. The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net
operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may
generate. A provision for income taxes has not been made due to net operating loss carry-forwards of $580,132 and $416,391 as of March 31, 2010 and December 31, 2009, respectively, which may be offset against future taxable income through
2030.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the
next 12 months.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2009, 2008, 2007 and 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|6. | Subsequent events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   | Subsequent to the period ended March 31, 2010:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | On April 13, 2010, the Company issued 2,000,000 restricted common shares to Machlink Inc. pertaining to memorandum of understanding regarding the acquisition of rights to intellectual
property. Pursuant to the MOU, the shares will be held in trust by the Company, and will be released subject to terms and conditions of the ensuing license agreement.                                                                                                                                                                                                                                                                                                                                
|  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   | price of $0.70 per share for directors, officers, consultants and affiliates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  

F-10

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|IGEN Networks Corp(formerly Sync2 Entertainment Corporation)(A Development Stage Company)Notes to Unaudited Financial StatementsFor the Three Months ended March 31, 2010 and 2009(expressed in U.S. dollars)
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Subsequent Events (continued)
|-- | -----------------------------
|  
|   | c)                           
|  
|   | d)                           
|  

The Company has evaluated subsequent events through the date of these financial statements were issued in accordance with FASB ASC 855 and all material subsequent events have been
disclosed as stated above.











F-11

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Item 2. Management's Discussion and Analysis or Plan of Operation.

Overview

The following discussion and analysis of the operations, results, and financial position of IGEN Networks Corp. (IGEN,We or the Company), for the
three months ended March 31, 2010 should be read in conjunction with the March 31, 2010 Financial Statements and the related Notes. These documents are available at www.edgar.com and www.sedar.com. The Company is traded on the Nasdaq OTC Exchange
under the symbol IGEN. The effective date of this report is May 11, 2010.

Corporate Organization

The Company (IGEN or the Company) 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 May 26, 2009, the Company changed its name to Igen Networks Corp. and in accordance with the name change, the Company's common stock has assigned 45172B
10 2 as its new Cusip number, and the Company's trading symbol was changed to IGEN effective June 30, 2009.

Igen Networkss primary focus is to acquire and develop innovative proprietary technologies which have application for licensing and distribution on a global basis. The
Companys registered office is located at 8430 West Lake Mead Boulevard, Suite 100, Las Vegas, NV 89128, phone (310) 425-5731 and an office was recently opened in Canada located at 534 Cambie Street, Suite 6, Vancouver, BC, V6B 2N7, phone (778)
786-2922. The Company is also reviewing other global locations to service the build out of our distribution network. The Companys fiscal year end is December 31.

Directors and Officers

Monty Ormsby, Director, President & CEO

Mr. Ormsby has had a distinguished 40 year career in all areas of real estate development, marketing and sales, and is licensed as a California real Estate Broker. He has also been
extensively involved in many aspects major construction projects, the film and entertainment industry and the thoroughbred racing industry, and has spent the last few years working on web based social networking for seniors. Mr. Ormsby has recently
completed the development of the Senior NetworkTM, an expansive model for web-based delivery
of services to seniors.

Mike Grudman, Director, Former CFO

Michael has been involved in business since 1998, following his studies in economics at the University of Winnipeg. He was initially a post-production accountant with a reputable
production company, and later advanced to sales and acquisitions in 2006 for a world class sales and distribution company based out of Germany where he headed the North American office in Vancouver. During his tenure Michael sold a number of films
with budget ranges from $1 million to $60 million. In addition to being a Director and CFO of Igen Networks, Mike is also a Director and Officer of a public film company, Pacific Gold Entertainment Inc.

On April 15, 2010, the Company announced the engagement of its new Chief Financial Officer and Director as below:

Richard Gilbertson, Director & CFO

Richard Gilbertson is currently President of Caribbean Call Services, headquartered in La Ceiba, Honduras, Central America. He is also president and co-owner of Offices International,
an international business development company, headquartered in Belize City, Belize, Central America. He has been involved for the past 35 years in various senior management and business development positions related to the acquisition and
divestiture and valuation of operating businesses and real estate.

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In recent years, Mr. Gilbertson has concentrated on activities in Latin America with public accounting firms, serving as Regional Manager of the International Division of Arthur
Consulting Group, Inc. (formerly a division of Arthur D. Little, Inc.); Principal and Director (1984 to 1989) of Arthur Young & Company (now Ernst & Young). Prior to Arthur Young & Co., he was a valuation consultant for Stone &
Webster. From 1974 to 1980 Mr. Gilbertson was vice president in charge of eastern operations with Valuation Research Corporation, a nationwide valuation-consulting firm. Mr. Gilbertson's involvement in Latin American business began in the mid-1980's
through USAID sponsored privatization projects in Honduras. He later consulted on various privatization projects in El Salvador, Guatemala, Honduras and Trinidad.

Mr. Gilbertson is a graduate of Northwestern University (Evanston, Illinois) with a BS in Business Administration (Finance) and an MBA in Marketing and Transportation. He is a retired
Lt. Commander in the U.S. Navy. He will assume the position of CFO and corporate compliance from Michael Grudman, who will remain as a director of the Company

Government Regulation

The Company will be required to comply with the local rules and requirements of doing business in the United States and Canada. The Company is not aware of any regulations, other than
those governing the normal course of business, which will affect its business.

Employees

The Company does not have any full time employees at this time. All management activities are undertaken by the Company's Officers and Directors.

Insurance

The Company does not have insurance coverage at this time.

Intellectual Property

As at the year ended, December 31, 2009, the Company did not have any intellectual property, however, subsequent to the year end, the Company entered into two memorandums of
understanding to acquire certain rights to Intellectual Property under license agreement as below.

On March 30, 2010, the company signed a memorandum of understanding (MOU) with Bio Business Development Corp. International, Inc. (BBDC) to negotiate the acquisition of the exclusive
global distribution rights to the patented lateral-flow diagnostic testing platform technology for rapid detection of the infectious prion protein diseases. Prion diseases are neuro-degenerative or "brain wasting" diseases with severe symptoms and
are always fatal.

The purpose of this MOU is to continue to develop and expand a framework of cooperation between BBDC and IGEN to implement a mutually beneficial program, whereby IGEN will acquire the
global exclusive distribution rights to the Lateral Diagnostic Platform Technology for BSE and other related animal prion diseases from BBDC. Under the terms of the MOU, the parties will execute a distribution licensing agreement, and IGEN Networks
has issued three million restricted common shares to BBDC to be released in accordance with the terms and conditions of the ensuing license agreement.

On April 13, 2010, the Company entered into a memorandum of understanding for a distribution license with Machlink Inc. for rights to the existing business of providing high-speed
broadband internet, phone and data services to communities through its Hakai patented noise-free cable architecture technology. Machlink is a company which distributes, licenses, and supports telecommunications service providers on a global basis
Ultra High Frequency (UHF) spectrum domiciled wireless broadband systems.

3

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Under the MOU, the Company proposed to acquire from Machlink the exclusive license to market and distribute the wireless broadband systems, to deliver wideband signals using near
line-of-sight radio in the UHF band in all countries and global markets (with the exception of certain areas designated by Machlink), to be further defined in the license agreement. Under the terms of the MOU, the parties will execute a distribution
licensing agreement, and in consideration, IGEN Networks has issued two million restricted common shares to Machlink, which will be released in accordance with the terms and conditions of the ensuing license agreement.

On May 10, 2010, the Company announced that it signed an exclusive distribution license agreement with Machlink Inc. (MLI) for rights to its existing patent pending and proprietary
technology in wireless broadband Internet, pursuant to the MOU as referred to above. MLI's unique technology, utilizing Ultra High Frequency ("UHF") spectrum, permits deployment of high-speed Internet, Phone and Data services to rural
communities.

Under the license agreement IGEN has an exclusive license to market and distribute the License Units, License Services and Systems in all countries and global markets excluding:
Mexico, Spain, Belize, Bahamas, Cambodia, Thailand, Australia, Vietnam, Philippines, Indonesia, the countries in South America and the Ectel Countries of the SE Caribbean, for a period of ten years. Canada, Europe, Africa and US systems will be
marketed on a Non Exclusive basis only. In consideration, the Company has issued two million shares, which are held in trust and will be released in six months, during which time IGEN has the option to pay $1 per share in lieu of issuance.
Additionally the Company agrees to pay MachLink $400,000 on terms with $200,000 being credited towards the cost of a new system, and the balance of $200,000 as further consideration pertaining to the agreement. Further, IGEN will pay a
platform fee at the rate of 3% of gross revenue for any systems deployed through the efforts of
IGEN.

















4

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|Results of Operations  IGEN Networks Corp.Three months ended March 31, 2010
|----------------------------------------------------------------------------

During the three months ended March 31, 2010 the Company recorded a net loss of $163,741 as compared to a net loss of $300,000 for the three months ended March 31, 2009, for a
decrease in net losses of $136,259. The net loss represents $0.05 per common share (March 2009 - $0.35 loss per share).

The Company incurred $163,741 in expenses which consist mainly of: consulting fees and business development fees of $99,000 (2009 - $195,000), management fees of
$33,000 (2009 - $Nil), professional fees of $26,310 (2009 - $40,000), rent of $2,678 (2009 - $Nil) and transfer agent and filing fees of $2,671 (2009 - $Nil).

The Company has not yet generated any revenues and our ability to expand and develop its intellectual properties is dependent, in large part, upon our raising additional equity
financing

Liquidity and Capital Resources

As of March 31, 2010, IGEN had total liabilities of $193,103, which is a decrease of $162,271 as compared to $355,374 liabilities recorded at December 31, 2009. The
decrease in liabilities is due primarily to issuance of shares in settlement of $195,000 in accounts payable debt.

The Company's current assets at March 31, 2010, consisted of $1,021 in cash which increased by $988 from $33 as at December 31, 2009.

The Company had a working capital deficiency of $192,082 at March 31, 2010 compared to a working capital deficiency of $355,341 as of December 31, 2009. The improvement of
$163,259 in the working capital deficiency is due primarily to the settlement of a portion of liabilities with the issuance of common stock. The Companys cash inflow has been generated mainly from shareholder loans, related party loans and
subscription of common stock since inception.

Subsequent to the period ended March 31, 2010, the Company received $210,000 on May 10, 2010 for subscription to 350,000 common shares at a price of $0.60 per share. The
shares will be issued under the Securities Act of 1933 exemption Rule 144. The Company has utilized these funds to facilitate the initial licence agreement payment with Machlink, pay down a significant portion of its liabilities and maintain cash
for working capital requirements.

Management continually reviews its overall capital and funding needs to ensure that the capital base can support the estimated needs of the business. These reviews take into account
current business needs as well as the Companys future capital requirements. Based upon these reviews, to take advantage of strong market conditions and to fully implement our expansion strategy, management believes that the Company will
continue to increase our net capital through the proceeds from sales of our securities. In the past, the Company has maintained minimal cash balances which were generally funded by management and shareholder loans to satisfy monthly cash
requirements in the interim of raising external funding.

The Company will undertake issuance of private placements of its securities to facilitate expansion in its development phase and maintain commitments under its license agreement.
There is no assurance that the Company will be able to obtain additional funding through the sales of additional shares or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company. It is the intent of
management and controlling shareholders to generate sufficient working capital necessary to support and preserve the integrity of the corporate entity.

5

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Forward-Looking Statements

From time to time, the Company may publish forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments,
new products, research and development activities and similar matters. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward looking statements. In order to comply with the terms of the safe harbor, the Company
notes that a variety of factors could cause a deviation or divergence from the anticipated results or expectations contained in the forward looking statements and the Company's actual results. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business include but are not limited to the following: lack of operating capital, revenue and capital resources; reliance upon joint venture members to provide technical and financial
expertise to operations; the ability of the Company to access an economically viable energy deposit; the ability of the Company to recover natural resources, if found, and to deliver them to a refiner or distributor in an economically viable
manner.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and procedures

Evaluation of Disclosure Controls and Procedures

The management of IGEN Networks Corp. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(e) and Rule
15d-15(e) under the Exchange Act). The Company's internal control system was designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial
statements in accordance with accounting principles generally accepted in the U.S. and reliability of financial reporting. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management's authorization, assets are safeguarded, and
financial records are reliable. Management also takes steps to ensure that information and communication flows are effective, and to monitor performance, including performance of internal control procedures.

The Company's management assessed the effectiveness of its internal control over financial reporting as of March 31, 2010 based on the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on this assessment, management believes that, as of March 31, 2010, the Company's internal control over financial reporting is
effective.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this
evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities
and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2010 that
have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

6

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PART IIOTHER INFORMATION




|Item 1. Legal Proceedings.The Company is not a party to any legal proceedings
|-----------------------------------------------------------------------------

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the period ended March 31, 2010, the Company issued the following shares pursuant to exemptions from the registration requirements of the Securities Act: On February 15, 2010,
the Company issued 550,000 restricted common shares to two related parties for services as directors and officers of the Company, recorded at a rate of $0.06 per share and a value of $33,000.

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

On February 15, 2010, the Company issued 1,650,000 restricted common shares to three independent parties pursuant to agreements for consulting services at a rate of $0.06 per
share and a recorded value of $99,000.

On March 30, 2010, the Company issued 3,000,000 restricted common shares to Bio Business Development Corp. International Inc. pertaining to the memorandum of understanding regarding
the acquisition of rights to intellectual property. Pursuant to the MOU, shares will be held in trust by the Company, and will be released subject to terms and conditions of the ensuing license agreement.

On April 13, 2010, the Company issued 2,000,000 restricted common shares to Machlink Inc. pertaining to the memorandum of understanding regarding the acquisition of rights to
intellectual property. Pursuant to the MOU, shares will be held in trust by the Company, and will be released subject to terms and conditions of the ensuing license agreement.

With respect to the unregistered sales made, the Company relied on Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in
offering the securities. Of the securities issued, 5,550,000 were issued to related parties of the Company and 4,900,000 were issued to sophisticated, accredited investors and consultants who were provided all of the current public information
available on the Company.

|Item 3. |  | Defaults Upon Senior Securities. None.                   
|------- |  | ---------------------------------------------------------
|Item 4. |  | Submission of Matters to a Vote of Security Holders. None
|Item 5. |  | Other Information. None                                  

|Item 6. |  | Exhibits                 
|------- |  | -------------------------
|Exhibit |  | Identification of Exhibit
|No.     |  |                          

|10.1 | Distribution License Agreement with Machlink Inc.                                  
|---- | -----------------------------------------------------------------------------------
|    
|31.1 | Rule 13a-14(a) Certification of Monty
Ormsby, President and Chief Executive Officer
|    
|31.2 | Rule 13a-14(a) Certification of Richard Gilbertson, Chief Financial Officer        
|    
|32.1 | Certification Pursuant to 18
U.S.C. Section 1350 of Monty Ormsby.                  
|    
|32.2 | Certification Pursuant to 18
U.S.C. Section 1350 of Richard Gilbertson.            
|    



6

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



|IGEN Networks Corp.DATE: May 11, 2010
|-------------------------------------



|By: /s/MONTY ORMSBY-----------------------------------------------Monty Ormsby, President, Directorand Chief Executive Officer
|------------------------------------------------------------------------------------------------------------------------------













7



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