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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q/AAmendment No. 1

(Mark One)





|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|  | For the quarterly period ended September 30, 2017                                      
|  |                                                                                        
|  | or                                                                                     
|  |                                                                                        
| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     
|  |                                                                                        
|  | For the transition period from ____________ to ____________                            
|  |                                                                                        
|  | Commission File Number 000-55289                                                       





|IGEN Networks Corp.                                   
|------------------------------------------------------
|(Exact name of registrant as specified in its charter)





|Nevada                                                         |  | 20-5879021                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               |  |                                  
|1075 St. David Street, Victoria BC, Canada                     |  | V8S 4Y7                          
|(Address of principal executive offices)                       |  | (Postal Code)                    



1-844-332-5699

(Registrant’s telephone number, including area code)



N/A

(Former name, former address and former fiscal year, if changed since last report)



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. xYES    oNO



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). xYES    oNO



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   |  ̈ | (Do not check if a smaller reporting company) | Smaller reporting company | x
|                        |   |                                               | 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. o



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



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. oYES    oNO



APPLICABLE ONLY TO CORPORATE ISSUERS



Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



39,214,517 common shares issued and outstanding as of November 15, 2017.





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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 of IGEN Networks Corp. (the “Company”) filed with the Securities and Exchange Commission on November 20, 2017 (the “Form 10-Q”) is to amend the cover page to correctly reflect the issued and outstanding shares of common stock as at November 15, 2017.  The change to the issued and outstanding on the cover page does not affect the XBRL filed with the Form 10-Q.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.





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SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





|                         |  | IGEN Networks Corp.                                                                         | 
|------------------------ |  | ------------------------------------------------------------------------------------------- | 
|                         |  | (Registrant)                                                                                | 
|                         |  |                                                                                             | 
|Dated: December 15, 2017 |  | */s/ Neil Chan*                                                                             | 
|                         |  | Neil Chan                                                                                   | 
|                         |  | Chief Executive Officer and Director                                                        | 
|                         |  | (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer) | 







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