United States
Securities and Exchange Commission
Washington, 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 ended June 30, 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. 333-141875

|                                                                    
|--------------------------------------------------------------------
|IGEN Networks Corp.
    (Formerly Sync2 Entertainment Corporation')
|(Name of Small Business Issuer in its Charter)                      



Nevada20-5879021(State of Other Jurisdiction of 
incorporation or organization)(I.R.S. Employer
Identification No.)




|                                                   
|---------------------------------------------------
|119 North Henry Street, Alexandria, Virginia, 22314
|(Address of principal executive offices) (Zip Code)



|                                                   
|---------------------------------------------------
|703-684-5755                                       
|(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.  Yes x   No o

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). Yeso No o

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 filer o | Accelerated filer o | Non-accelerated filer o                       | Smaller reporting companyx
|                          |                     | (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). Yes o No x

The number of shares of common stock, par value $.001 per share, outstanding as of August 10, 2010 was 11,105,500.







---

C O N T E N T SPagePart I. FINANCIAL INFORMATIONItem 1.
     Financial Statements
     F1-F11Item 2.
     Management's Discussion and Analysis or Plan of Operation
     2Item 3.
     Quantitative and Qualitative Disclosures about Market Risk
     8Item 4.
     Controls and Procedures
     8Part II. OTHER INFORMATIONItem 1.
     Legal Proceedings
     9Item 2.
     Sales of Unregistered Securities
     9Item 3.
     Defaults Upon Senior Securities
     10Item 4.
     Submission of Matters to a Vote of Security Holders
     10Item 5.
     Other Information
     10Item 6.
     Exhibits
     10SIGNATURES
     
     11




---

Item 1. Financial Statements

The Company's interim financial statements for the six months ended June 30, 2010 are included herewith.







|IGEN NETWORKS CORP.Financial StatementsFor the Six Months ended June 30, 2010(unaudited)
|----------------------------------------------------------------------------------------

---

---

IGEN NETWORKS CORP.(A Development Stage Company)Balance Sheets(expressed in U.S. dollars)(Unaudited)
     (Audited)June 30,
     December 31,2010
     2009AssetsCurrentCash
     $ 5,955
     $ 335,955
     33Technology License (note 3)
     1,350,000
     -Total Assets
     $ 1,355,955
     $ 33Liabilities and Shareholder's EquityCurrent liabilitiesAccounts payable
     $ 6,576
     $ 322,899Accrued liabilities (note 5)
     -
     32,475Shareholder's loans
     75,737
     -82,313
     355,374Shareholders' Equity (Deficit)Capital Stock (note 4)Authorized - 375,000,000 common shares with $0.001 par valueIssued and outstanding - 10,405,500 and 855,500 respectively
     10,405
     855Additional paid-in capital
     3,235,145
     60,195Deficit accumulated during the development stage
     (1,971,908)
     (416,391)1,273,642
     (355,341)$ 1,355,955
     $ 33




Subsequent Event (note 7)Approved on Behalf of the Board"Monty Ormsby"
     Director"Richard Gilbertson"
     DirectorThe accompanying notes are an integral part of these financial statements.F-1




---

IGEN NETWORKS CORP.(A Development Stage Company)Statements of Operations(unaudited)Three Months Three Months
     Six Months Six Months
     Cumulative TotalsEnded
     Ended
     Ended
     Ended
     from InceptionJune 30,
     June 30,
     June 30,
     June 30, (November 14, 2006)2010
     2009
     2010
     2009
     to June 30, 2010ExpensesAdvertising expense
     -
     -
     -
     -
     20,000Consulting and business development fees
     770,000
     22,500
     869,000
     217,500
     1,142,259Management fees (Note 5)
     577,500
     (32,911)
     610,500
     -
     633,000Professional fees
     3,532
     7,500
     29,842
     47,500
     124,589Transfer agent & filing fees
     13,863
     -
     16,534
     -
     17,463Travel and accommodation
     16,246
     -
     16,246
     -
     16,246General and administrative
     10,635
     114
     13,395
     32,203
     18,3511,391,776
     (2,797)
     1,555,517
     297,203
     1,971,908Net Income (Loss) Applicable to CommonShares
     $ (1,391,776) $
     2,797
     $ (1,555,517) $
     (297,203) $
     (1,971,908)Net Loss per Basic and Diluted Shares
     $ (0.16)$
     0.00
     $ (0.22)$
     (0.35)Weighted Average Number of CommonShares Outstanding
     8,869,786
     854,700
     7,184,506
     854,700The accompanying notes are an integral part of these financial statements.F-2




---

IGEN NETWORKS CORP.(A Development Stage Company)Statements of Cash Flows(unaudited)Six Months
     Six Months
     Cumulative TotalsEnded
     Ended
     
     from InceptionJune 30,
     June 30,
     (November 14, 2006)2010
     2009
     
     to June 30, 2010Cash Flows from Operating ActivitiesNet loss
     $ (1,555,517) $
     (297,203) $
     (1,971,908)Adjustments to reconcile net loss to net cashprovided by (used in) operations:Increase (decrease) in accounts payable and accrued liabilities
     (348,798)
     297,089
     
     6,576Increase (decrease) in shareholder's loans
     75,737
     -
     
     75,737Shares issued for services
     1,479,500
     -
     
     1,479,500Shares issued for setlement of debt
     195,000
     -
     
     195,000Net cash used in operating activities
     (154,078)
     (114)
     
     (215,095)Cash Flows from Investing ActivitiesAcquisition of technology license
     (50,000)
     -
     
     (50,000)Net cash provided from investing activities
     (50,000)
     -
     
     (50,000)Cash Flows from Financing ActivitiesCommon stock issued for cash
     210,000
     -
     
     271,050Proceeds received from notes payable - related parties
     -
     -
     
     100Payments made on notes payable - related parties
     -
     -
     
     (100)Net cash provided by financing activities
     210,000
     -
     
     271,050Net Increase (Decrease) in cash
     5,922
     (114)
     
     5,955Cash, Beginning of Period
     33
     147
     
     -Cash, End of Period
     $ 5,955
     $ 33
     $ 5,955Supplemental Cash Flow InformationCash paid for interest
     $ -
     $ -
     $ -Cash paid for income taxes
     $ -
     $ -
     $ -Non-cash operating, financing and investing activitiesShares issued for services
     $ 1,479,500
     $ -
     $ -Shares issued for technology
     $ 1,300,000
     $ -
     $ -Shares issued for settlement of debt
     $ 195,000
     $ -
     $ -The accompanying notes are an integral part of these financial statements.




F-3

---

IGEN NETWORKS CORP.(A Development Stage Company)Statement of Stockholder's Equity (Deficit)(expressed in U.S. dollars)(unaudited)DeficitAccumulatedDuring the
     TotalCommon Stock
     Additional
     Development
     Stockholders'Shares
     
     Amount
     Paid-in-capital
     Stage
     Equity (Deficit)Balance from inceptionNovember 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
     -
     44,000Net loss
     -
     
     -
     
     -1,288
     -1,288Balance December 31, 2006
     855,500
     
     855
     60,195
     -1,288
     59,762Net loss
     -
     
     -
     
     -46,112
     -46,112Balance December 31, 2007
     855,500
     
     855
     60,195
     -47,400
     13,650Net loss
     -
     
     -
     
     -46,414
     -46,414Balance December 31, 2008
     855,500
     
     855
     60,195
     -93,814
     -32,764Net loss
     -
     
     -
     
     -322,577
     -322,577Balance December 31, 2009
     855,500
     
     855
     60,195
     -416,391
     -355,341Common shares issued for serviceson February 15, 2010 at $0.06 per share
     2,200,000
     
     2,200
     129,800
     
     132,000Common shares issued for debton February 15, 2010 at $0.06 per share
     3,250,000
     
     3,250
     191,750
     
     195,000Common shares issued for technology(in-trust) on March 30, 2010 at $nil per share
     3,000,000
     
     3,000
     -3,000
     
     -Common shares issued for technologyon April 13, 2010 at $0.65 per share
     2,000,000
     
     2,000
     1,298,000
     
     1,300,000Common shares issued for cashon May 10, 2010 at $0.60 per share
     350,000
     
     350
     209,650
     
     210,000Cancel and return to treasury, shares held(in-trust) on May 25, 2010 at $nil per share
     -3,000,000
     
     -3,000
     3,000
     
     -Common shares issued for serviceson May 27, 2010 at $0.77 per share
     1,750,000
     
     1,750
     1,345,750
     
     1,347,500Net loss
     
     
     
     
     -1,555,517
     -1,555,517Balance June 30, 2010
     10,405,500
     $ 10,405
     $ 3,235,145
     $ (1,971,908)
     $ 1,273,642The accompanying notes are an integral part of these financial statements.F-4




---



IGEN Networks Corp

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



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 develop and expand its broadband
licensed technology.  As at June 30, 2010, the Company has a working
capital deficit of $76,358 (December 2009 - $355,341) and has accumulated losses
of $1,971,908 (December 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)

Basis
of Presentation and Consolidation

These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States expressed in US
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.



b)

Use
of Estimates



The preparation of
these financial statements in conformity with U.S. generally accepted accounting
principles 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 financial statements, and the reported
amounts of revenues and expenses during the reporting period. The Company
regularly evaluates estimates and assumptions related to donated expenses, and
deferred income tax asset valuations. 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.

F-5



---



IGEN Networks Corp

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



2)

Summary of Significant Accounting
Policies (continued)



c)

Basic
and Diluted Net Income (Loss) Per Share

Basic
earnings 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
preferred stock, using the if-converted method. In computing diluted earnings
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 per share exclude all dilutive potential 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.



d)

Financial
Instruments

In
2008, the Company adopted FASB ASC 820-10-50, "Fair Value Measurements".
 This guidance defines fair value, establishes a three-level valuation
hierarchy for disclosures of fair value measurement and enhances disclosure
requirements for fair value measures.  The three levels are defined as
follows:



-

Level
1 inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets.



-

Level
2 inputs to the valuation methodology include quoted prices for similar assets
and liabilities in active markets, and inputs that are observable for the assets
or liability, either directly or indirectly, for substantially the full term of
the financial instrument.



-

Level
3 inputs to valuation methodology are unobservable and significant to the fair
measurement.

The
fair values of cash, accounts payable and accrued liabilities and
shareholder's loans, 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 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 instrument that potentially subject the
Company to concentrations of credit risk consists of cash. The Company places
its cash in what it believes to be credit-worthy financial institutions.



e)

Foreign
Currency Transactions/Balances



The Company's
functional currency is the United States dollar and these financial statements
are presented in United States dollar unless otherwise stated. Monetary assets
and liabilities denominated in foreign currencies are translated using the
exchange rate prevailing at the balance sheet date. Non-monetary items are
translated at historical exchange rates, except for items carried at market
value, which are translated at the rate of exchange in effect at the balance
sheet date.  Revenues and expenses are translated at average rates of
exchange during the year. Gains and losses arising on translation or settlement
of foreign currency denominated transactions or balances are included in the
determination of income. Foreign currency transactions are primarily undertaken
in Canadian dollars. The Company has not, to the date of these financial
statements, entered into derivative instruments to offset the impact of foreign
currency fluctuations.









F-6



---

IGEN Networks Corp

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



2.

Summary
of Significant Accounting Principles (continued)



f)

Income
Taxes



The Financial
Accounting Standards Board (FASB) has issued FASB ASC 740-10.  FASB ASC
740-10 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with prior literature FASB
Statement No. 109, Accounting for Income Taxes.  This standard requires a
company to determine whether it is more likely than not that a tax position will
be sustained upon examination based upon the technical merits of the position.
If the more likely than not threshold is met, a company must measure the tax
position to determine the amount to recognize in the financial statements.
 As a result of the implementation of this standard, the Company performed
a review of its material tax positions in accordance with recognition and
measurement standards established by FASB ASC 740-10.



Deferred taxes are
provided on a liability method whereby deferred tax assets are recognized for
deductible temporary differences and operating loss and tax credit
carry-forwards 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 basis. Deferred 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 tax assets
will not be realized.  Deferred tax assets and liabilities are adjusted for
the effects of changes in tax laws and rates on the date of enactment.



g)

Changes
in Accounting Policies and Recent Accounting Pronouncements

In June
2009, the FASB issued FASB ASC 105, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162".  Under FASB ASC 105 the "FASB Accounting Standards Codification" ("Codification") will become
the source of authoritative US GAAP to be applied by nongovernmental entities.
 Rules and interpretive releases of the Securities and Exchange Commission
("SEC") under authority of federal securities laws are also sources of
authoritative GAAP for SEC registrants. The Codification became effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.  On the effective date, the Codification will supersede
all then-existing non-SEC accounting and reporting standards. All other
non-grandfathered non-SEC accounting literature not included in the Codification
will become non-authoritative. The Company changed the Company's references to
U.S. GAAP accounting standards but did not impact the Company's results of
operations, financial position or cash flows.



In June 2009, the
Securities and Exchange Commission's Office of the Chief Accountant and
Division of Corporation Finance announced the release of Staff Accounting
Bulletin (SAB) No. 112. This staff accounting bulletin amends or rescinds
portions of the interpretive guidance included in the Staff Accounting Bulletin
Series in order to make the relevant interpretive guidance consistent with
current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007) (ASC Topic 805), Business
Combinations, and Statement of Financial Accounting Standards No. 160 (ASC Topic
810), Non-controlling Interests in Consolidated Financial Statements. The
statements in staff accounting bulletins are not rules or interpretations of the
Commission, nor are they published as bearing the Commission's official
approval. They represent interpretations and practices followed by the Division
of Corporation Finance and the Office of the Chief Accountant in administering
the disclosure requirements of the Federal securities laws.



F-7



---

IGEN Networks Corp

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



2.

Summary
of Significant Accounting Principles (continued)



g)

Changes
in Accounting Policies and Recent Accounting Pronouncements (continued)



In April 2009, an
update was made to the FASB ASC 820, "Fair Value Measurements and
Disclosures", that provides additional guidance for estimating fair value when
the volume and level of activity for the assets or liability have significantly
decreased.  This update is effective for interim and annual periods ending
after June 15, 2009 with early adoption permitted for periods ending after March
15, 2009.  The adoption of this guidance did not impact the Company's
results of operations, financial position or cash flows.



In April 2009, an
update was made to FASB ASC 825, "Financial Instruments", which requires a
publicly traded company to include disclosures about the fair value of its
financial instruments whenever it issues summarized financial information for
interim reporting periods.  This update is effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009.  The adoption of this guidance did not impact
the Company's results of operations, financial position or cash flows.



In May 2009, the FASB
announced the issuance of FASB ASC 855, "Subsequent Events", formerly
referenced as SFAS No. 165, Subsequent Events.  FASB ASC 855 should not
result in significant changes in the subsequent events that an entity reports.
 Rather, FASB ASC 855 introduces the concept of financial statements being
available to be issued.  Financial statements are considered available to
be issued when they complete in a form and format that complies with generally
accepted accounting principles (GAAP) and all approvals necessary for issuance
have been obtained.  The Company has already adopted this policy and its
full disclosure is included in Note 6.



h)

Reclassifications



Certain
reclassifications have been made to the prior year's financial statements to
conform to the current period's presentation.



i)

Comprehensive loss



FASB ASC 220, "Comprehensive
Income", establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at June
30, 2010, the Company has no items that represent a comprehensive loss and,
therefore, has not included a schedule of comprehensive loss in the financial
statements.





3.

Technology
License



On
May 7, 2010, the Company obtained an exclusive license from Machlink Inc., for
rights to its proprietary technology in wireless broadband Internet, pursuant to
a memorandum of understanding the parties entered into on April 13, 2010. The
License is for a period of ten years, renewable in ten year increments,
thereafter.



Under
the agreement IGEN, is exclusively licensed to sell, distribute, sub-license and
market Machlink's System, Platform and proprietary information 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. Furthermore, IGEN is
licensed to market Machlink technology in Canada, Europe, Africa and the United
States, on a non-exclusive basis.



In
consideration, the Company issued two million restricted shares on April 13,
2010, pertaining to the memorandum of understanding, which will be held in trust
and released in six months from the signing of the May 7, 2010 License
Agreement. During the six month hold period, IGEN has the option to pay $1 per
share in lieu of release of the shares. Additionally the Company agreed to pay
Machlink $400,000 on terms of $50,000 down, $50,000 in thirty days, extended to
and paid on July 23, 2010, and the balance of $300,000 on or before ninety days
of signing the License agreement.  The terms also provide for $200,000 of
the cash payments to be 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.



F-8



---



IGEN Networks Corp

(formerly Sync2 Entertainment Corporation)

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed
in U.S. dollars)

(unaudited)



4.     Stockholders'
Equity (Deficit)



a)

Upon
incorporation in November 2006, the Company undertook a private offering of
853,300 (post 5:1 forward split and 1:100 reverse split) shares of its common
stock for $17,050 in cash. Also in November 2006, the Company issued 2,200 (post
5:1 forward split and 1:100 reverse split) shares of its common stock for
$44,000 in cash. The funds raised from the two offerings totaled $61,050 and has
been used to cover further start-up and organizational costs of the Company.



The
Company approved a 5:1 forward split of the Company's common stock October 15,
2008, such that e

ach
shareholder of record as of the effective date received five new shares for each
one old share.



The
Company approved a 1:100 reverse split of the Company's common stock May 18,
2009, such that each shareholder of record as of the effective date received one
new share for one hundred old shares. All references to issued and outstanding
shares in these financial statements are shown as post forward and reverse
splits as if the splits had been effective at the beginning of the first period
presented.



b)

During
the six months ended June 30, 2010, the company issued the following shares
under the Securities Act of 1933 exemption Rule 144:



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, at fair value of $0.06 per
share and a recorded 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,
recorded at fair value 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 fair value 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.



On April 13, 2010, the
Company issued 2,000,000 restricted common shares to Machlink Inc. pertaining to
memorandum of understanding and to be held in trust subject to the signing of a
License Agreement with Machlink for the technology license rights.  On May
7, 2010, the Company signed an exclusive distribution License Agreement with
Machlink Inc. for rights to its existing patent pending and proprietary
technology in wireless broadband Internet technology, pursuant to the initial
memorandum of understanding the parties entered into on April 13, 2010.  In
consideration, the Company acknowledged the two million restricted shares issued
on April 13, 2010 pertaining to the memorandum of understanding, which will be
held in trust and released in six months from the signing of the May 7, 2010
License Agreement.  During the six month hold period, IGEN has the option
to pay $1 per share in lieu of release of the shares. The shares were recorded
at the fair value on issuance at $.65 per share for a recorded value of
$1,300,000.



On May 10, 2010, the
Company issued 350,000 shares on receipt of $210,000 for subscription to 350,000
common shares at a price of $0.60 per share.







F-9







---



IGEN Networks Corp

(formerly Sync2 Entertainment Corporation)

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



4.     Stockholders' Equity
(Deficit) - continued



On May 25, 2010, the
Company cancelled and returned to treasury, the 3,000,000 restricted common
shares originally issued to Bio Business Development Corp. International Inc.
and held in-trust, pertaining to the memorandum of understanding regarding the
acquisition of rights to intellectual property. The parties did not negotiate a
mutually beneficial license agreement and the MOU was terminated. The $3,000 par
value recording and offsetting amount in additional paid-in capital was
reversed.



On May 27, 2010, the
Company issued 750,000 restricted common shares to two related parties for
services as directors and officers of the Company, at fair value of $0.77 per
share and a recorded value of $577,500.



On May 27, 2010, the Company issued
350,000 restricted common shares to three independent parties in consideration
for their appointments to the advisory board of the Company, at fair value of
$0.77 per share and a recorded value of $269,500.



On May 27, 2010, the Company issued
650,000 restricted common shares to two independent consultants pursuant to
consulting agreements entered into, at fair value of $0.77 per share and a
recorded value of $500,500.



c)

The
Company announced a stock option plan for 2,000,000 stock options on April 15,
2010, at an exercise price of $0.70 for directors, officers, consultants and
affiliates, and as at June 30, 2010 had not granted any of the stock options.
 On July 15, 2010, the Board resolved to ratify the stock option plan and
granted the 2,000,000 stock options to certain directors, officers, consultants
and advisors, for an exercise period of three years.





5.   
 Related Party Transactions



Amounts
payable to related party as of June 30, 2010 of $Nil (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 six months
ended June 30, 2010, the Company incurred $610,500 (December 2009 - $22,500) in
management fees to directors and officers of the Company in the form of share
issuances as stated in Note 4(b).



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







F-10







---

IGEN
Networks Corp

(formerly Sync2 Entertainment Corporation)

(A Development Stage Company)

Notes to Unaudited Financial Statements

For the Six months ended June 30, 2010

(expressed in U.S. dollars)

(unaudited)



6.     Income Taxes



Reconciliation of the Company's
income tax expenses are as follows:



|                                                             |   |                    |   |                   
|------------------------------------------------------------ | - | ------------------ | - | ------------------
|                                                             |   |                    |   |                   
|                                                             |   | Jun 30,
      2010 |   | Dec 31,
      2009
|                                                             |   |                    |   |                   
|Loss for the year                                            | $ | (1,555,517)        | $ | (322,577)         
|Expected income tax recovery at statutory rates of
      35% |   | (544,431)          |   | (112,902)         
|Increase in valuation allowance                              |   | 544,431            |   | 112,902           
|                                                             | $ | -                  | $ | -                 



The
components of future income tax assets are as follows:

|                                                    |   |                    |   |                   
|--------------------------------------------------- | - | ------------------ | - | ------------------
|                                                    |   | Jun 30,
      2010 |   | Dec 31,
      2009
|Future income tax assets                            |   |                    |   |                   
|Non-capital losses carried
      forward and others | $ | 690,200            | $ | 145,700           
|Less:  Valuation allowance                          |   | (690,200)          |   | (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 $1,971,908 and
$416,391 as of June 30, 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.





7.     Subsequent
Events



Subsequent to the period ended June 30,
2010:



a)

The Company issued
the following shares under the Securities Act of 1933 exemption Rule 144:



On July 5, 2010, the
Company resolved to issue 200,000 restricted common shares to an independent
party pursuant to a consulting contract.



On July 8, 2010, the
Company resolved to issue 500,000 restricted common shares to a related party
for services as a director and officers of the Company.



b)

On
July 22, 2010, the Company received $125,000 as a shareholder's loan, which is
non-interest bearing, unsecured, and has no fixed terms of repayment.



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



---



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 six months ended June 30, 2010 should be read in conjunction with the June
30, 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
August 10, 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 is in the business of providing high-speed Internet, Phone and Data
services to rural communities in trade areas up to a radius of 30 miles from the
main broadband connections, at a fraction of the cost of competing technologies.
IGEN's licensed technology, developed by Machlink, uses near line-of-sight radio
in the UHF band to deliver signals from the Company's radio masts to customer
premises. The market for high-speed Internet has been proven as an essential
part of education, social interaction, the delivery of goods and services
(including government goods and services) and financial matters. It has become
an essential part of the fabric of life for most Countries. The Company will
compete on the basis of superior quality of service and superior technology in
these mostly rural areas. The current network design is capable of offering
download speeds of up to 12 Mbps (typically 7) and upload speeds of up to 1.5
Mbps. IGEN Networks Corp. aims to offer consumers a choice of 3 High Speed
Internet, Voice and Data packages to suit various levels of service, from the
very basic internet and voice requirements to heavy-use requirements.



The
Company's corporate offices are located at 119 North Henry Street, Alexandria,
Virginia, 22314, phone (703) 684-5755.  Its registered office address is
8430 West Lake Mead Boulevard, Suite 100, Las Vegas, NV, 89128 and the Company
also has an office in Canada located at 18136 - 102 Avenue, Edmonton, Alberta,
T5S 1S7, phone (780)-701-7360 or toll (866) 497-0286. The Company is also has
offices in Honduras and Dominican Republic and is 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



Robert
Nealon - Chairman of the Board

Mr.
Nealon is the Principal Attorney in Nealon & Associates, P.C., 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.



2



---





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 has been 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, Virginia. He currently sits on
the Board of the Virginia Chamber of Commerce Small Business Committee and is a
Director of the Alexandria Small Business Development Corporation. He is also an
active member of the U.S. Chamber of Commerce and the Democratic National Club.

Monty
Ormsby, Director, President

Mr.
Ormsby has had a distinguished 40 year career in all areas of business real
estate development, marketing and sales, and is licensed as a California real
Estate Broker. Mr. Ormsby graduated from USC with a bachelor's
degree and became a well known sports commentator in his early years in the LA
region. He has also been extensively involved in many aspects of 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. Mr. Ormsby brings his
experience in project financing, and business growth to assist the Board of
Directors in establishing a business model for success.



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

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







3









---





Chris
Shade - Director

Chris
brings the experience to IGEN as we build out in rural Canada with his knowledge
of the reserves across Canada and the need to have a sustainable
telecommunications. Chris will be responsible for our Canadian rural build out.
Chris was Chief of Blood Tribe for eight years also was Grand Chief of Treaty 7
for five years. Chris managed all the health facility and programs for his
reserve and was the financial Comptroller for eight years. Chris's experience
allows IGEN the opportunity to create a First Nations all encompassing
communications platform that would be joint- ventured with IGEN.



- 1986-1996 Senior Executive Officer Blood Tribe Department of Health Inc.
- 1983 -1992 Consultant Self employed
- 1975
    -1983
Financial Comptroller Blood Tribe Administration
- 1973-1975 Accountant Edmonton Power
- Certified Management Accounting (4th Level) 1973-1975, Society of Industrial
Accountants
- Business Administration (Accounting) 1973 University of Alberta
- Business Administration 1966 Lethbridge Community College
- Canadian College of Health Service Executives 1995





Advisory
Board



Edward
T. Guy, III, Ph.D.

Edward
is a recognized innovator, entrepreneur, and consultant with over 25 years of
Internet and communications experience. He recently founded CleverSpoke, a
mobile services provider. He also founded e*MC Software, a software services
firm which enables emerging IP telephony technologies to be commercialized and
brought to market. In this role, he was a founding team member and Chief
Architect of Truphone, the first mobile VoIP provider, where he is a regular
contributor. Ed also was founder and CTO of IPeerx, which was acquired by
XConnect in 2006. He was CTO and Chief Scientist at pulver.com where he deployed
the Free World Dialup, the largest open VoIP system of the time. His team
developed and distributed softphones and provided Internet systems engineering
for Bellcore (Telcordia) Technologies as they first entered the VoIP market.

Ed
has been awarded a patent in advanced communication techniques and has
additional patents pending. He also authored two Internet Engineering Task Force
(IETF) Internet RFCs. He started his career at Digital Equipment Corporation and
General Electric and earned a Ph.D. in Computer Engineering from Syracuse
University.

Christopher
Celiberti

Chris
is a communications industry leader and entrepreneur shaping strategies,
technology, product and standardization of IP communications for wireline,
mobile, and cable. Christopher is currently the Co-Founder and CEO of
CleverSpoke, Inc., a Mobile Services Application Platform company. Before
joining CleverSpoke, Christopher spent the past five years as a Director;
Distinguished Member of the Technical Staff for NeuStar, Inc. Prior to NeuStar,
he was on the founding team of Tello, Inc. and several other Pulver.com startups
as well as an advisor at Open Media Labs and Parlerai. Christopher has also held
key technology positions at EDS, Bellcore (Telcordia), Portal Software (Oracle)
and other leading technology companies. He is a recognized industry standards
participant and speaker.

Christopher
has earned a BS in Environmental Studies from Chadwick University, International
Degree from University of California Berkeley in Computer Information Systems
and completed MIT's Sloan School of Management's Product Design, Development and
Management Executive Program.







4







---



Philip
L. Gardner

Philip
will work advising IGEN on the international market for our systems and will be
instrumental in assisting the Board in making sound intelligent decisions on
expanding our presence globally. Currently he is president, CEO and Director of
Advanced Applied Physics Solutions, Inc. UBC (Triumf) Vancouver, Canada. Mr.
Gardner's career in Canada has included providing economic and financial advice
to cabinet committees of governments and oil industry leaders. Recently, as
senior commercialization executive at TRIUMF, Canada's National laboratory for
research into sub-atomic physics, Mr. Gardner oversaw an increase in commercial
revenues by twenty times their value, which resulted in the institution
receiving several national awards for its commercial achievements. Mr. Gardner
has held memberships and executive positions in a number of national and
international professional organizations and is currently on the Board of
Directors of several companies. He has published over fifty papers, several of
which have been selected by international editors to be chapters in their
published books.



Carlos
Eduardo Arzu

Carlos,
a native of Guatemala, Central America, holds a PhD, Sociology and Political
Science from Universidad Pontificia de Salamanca, Madrid, Spain and both an MBA
and B.S. Industrial Engineering from Universidad Rafael Landivar, Guatemala
City, Guatemala. He spent 8 years in the U.S. Navy; enlisting as an Aviation
Electronics Technician, achieving the rank of Lieutenant, J.G., serving as an
Avionics Officer. Upon his return to Guatemala, Carlos held several senior
governmental positions, including Consultant to the Ministry of Finance and
Sub-Director of the Science, Technology and Natural Resources Division. He spent
three years as the First Secretariat General of the Central American Parliament.
Carlos worked in private industry as General Manager, Guatemala Communications
Network, and General Manager, Moore Business Forms and Systems. He was also
Professor of Sociology and Latin American Politics at Universidad Rafael
Landivar. Carlos taught courses in the Colleges of Engineering (Industrial,
Mechanical, and Civil), Economy (Business Administration and Marketing). Carlos
will be responsible for assisting the IGEN Board in evaluating its Central
America build out of new systems and related projects.



Stephan
M.M. Fijneman

Stephan,
a native of Holland, holds a Master of Security in Information Technology from
Eindhoven University of Technology, Eindhoven, Netherlands. He will oversee our
Honduran operations and office. Stephan has a firm background in electronic
engineering, industrial hardware and software development, advanced test &
measurement systems, computer systems and information security. He developed
embedded systems for the semi-conductor industry (IBM, Siemens and their
suppliers), designed analog/digital systems and developed software. He is also
an expert in EMC (Electro Magnetic Compatibility) and conducted and supervised
CE (Conformite Europeenne) certification for customer equipment and
installations. He worked for I.P.D. in Germany, HAS (now Corus) and at Volker
Stevin Rail & Traffic in Holland.



Since
1998, Stephan has specialized in office automation. He gained thorough knowledge
of Windows, HPUX and Solaris systems, while working in a variety of positions in
security compliancy and intrusion testing. Stephan worked for the KIWA
Institute, Fortis Bank, Clockwork (Internet), KLM Royal Dutch Airlines,
ASZ/PinkRoccade (social security) and Swift (Society for Worldwide Interbank
Financial Telecommunication). He speaks Dutch, English, German and Spanish.





Intellectual
Property



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 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.







5









---





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 agreed to execute a distribution licensing agreement, and in
consideration, IGEN Networks issued two million restricted common shares to
Machlink, which would be released in accordance with the terms and conditions of
the ensuing license agreement.



On May
7, 2010, the Company signed an exclusive distribution license agreement with
Machlink Inc. for rights to its existing patent pending and proprietary
technology in wireless broadband Internet technology, pursuant to the MOU as
referred to above.  Machlink's unique technology, utilizing Ultra High
Frequency ("UHF") spectrum, permits deployment of high-speed Internet,
Phone and Data services to rural communities. The License Agreement is for a
period of ten years and renewable in ten year terms thereafter.



Under
the license agreement IGEN has an exclusive license to sell, distribute,
sub-license and market 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, utilizing
Machlink's System, Platform and proprietary information. Canada, Europe,
Africa and US systems will be marketed on a non-exclusive basis only.



In
consideration, the Company issued two million restricted shares on April 13,
2010 pertaining to the memorandum of understanding, which will be held in trust
and released in six months from the signing of the May 7, 2010 License
Agreement.  During the six month hold period, IGEN has the option to pay $1
per share in lieu of release of the shares. Additionally the Company agreed to
pay Machlink $400,000 on terms of $50,000 down, $50,000 in thirty days, extended
to and paid on July 23, 2010, and the balance of $300,000 on or before ninety
days of signing the License agreement.  The terms also provide for $200,000
of the cash payments to be 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.



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.
Under the terms of the MOU, the parties agreed to execute a distribution
licensing agreement, and IGEN Networks issued three million restricted common
shares to BBDC to be released in accordance with the terms and conditions of the
ensuing license agreement.



On May
25, 2010, the parties determined they would not proceed in negotiating a
mutually beneficial license agreement and the MOU was terminated.  IGEN
cancelled and returned to treasury, the 3,000,000 restricted common shares
originally issued to Bio Business Development Corp. International Inc. and held
in-trust, pertaining to the memorandum of understanding regarding the
acquisition of rights to intellectual property. The $3,000 par value recording
and offsetting amount in additional paid-in capital was reversed.





6



---

Results
of Operations - IGEN Networks Corp.

Six
months ended June 30, 2010



During
the six months ended June 30, 2010 the Company recorded a net loss of $1,555,517
as compared to a net loss of $297,203 for the six months ended June 30, 2009,
for an increase in net losses of $1,258,314. The net loss represents $0.22 per
common share (June 2009 - $0.35 loss per share).



The
Company incurred $1,555,517 in expenses which consist of: consulting fees of
$869,0001 (2009 - $217,500), management fees of $610,5002
(2009 - $Nil), professional fees of $29,842 (2009 - $47,500), Transfer agent and
filing fees of $16,534, travel and accommodation of $16,246 and general
administrative of $13,395.



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
June 30, 2010, IGEN had total liabilities of $82,313, which are all current
liabilities, and is a decrease of $273,061 as compared to $355,374 liabilities
recorded at December 31, 2009. The decrease in liabilities is due primarily to
the reduction in accounts payable and accrued liabilities by issuance of shares
in settlement of $195,000 and payment of $160,374. The Company also received
$75,737 in shareholder's loans during the six months ended June 30, 2010.



The
Company's total assets at June 30, 2010, consisted of $5,955 in current assets
and $1,350,000 in capital assets. The current assets are comprised of cash,
which increased by $5,922 from $33 as at December 31, 2009. The capital assets
consist $1,350,000 in technology license rights which includes the initial
$50,000 cash payment and the issuance of 2,000,000 common shares at $0.65 per
share.



The
Company had a working capital deficiency of $76,358 at June 30, 2010 compared to
a working capital deficiency of $355,341 as of December 31, 2009. The
improvement of $278,983 in the working capital deficiency is due primarily to
the issuance of common stock for the subscription of $210,000 and the settlement
of $195,000 of current liabilities. The Company's cash inflow has been
generated mainly from the subscription of common stock and shareholder loans
since inception.



Subsequent
to the period ended June 30, 2010, the Company received $150,000 on July 22,
2010 as a shareholder loan. The Company has utilized these funds to facilitate
the second 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.

7

1 The consulting fees of
$869,000 consist of the issuance of 2,650,000 shares to consultants and advisors
of the Company

2 The management fees of
$610,500 consist of the issuance of 1,300,000 shares to directors and officers
of the Company



---

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 June 30, 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 June 30, 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
June 30, 2010 that have materially affected, or are reasonable likely to
materially affect, our internal control over financial reporting.



8



---





PART
II

OTHER
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 six months ended June 30, 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, at fair
value of $0.06 per share and a recorded 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, recorded at fair value 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
fair value 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 memorandum of understanding and to be held in trust
subject to the signing of a License Agreement with Machlink for the technology
license rights.  On May 7, 2010, the Company signed an exclusive
distribution License Agreement with Machlink Inc. for rights to its existing
patent pending and proprietary technology in wireless broadband Internet
technology, pursuant to the initial memorandum of understanding the parties
entered into on April 13, 2010.  In consideration, the Company acknowledged
the two million restricted shares issued on April 13, 2010 pertaining to the
memorandum of understanding, which will be held in trust and released in six
months from the signing of the May 7, 2010 License Agreement.  During the
six month hold period, IGEN has the option to pay $1 per share in lieu of
release of the shares. The shares were recorded at fair value on issuance at
$.65 per share for a recorded value of $1,300,000.



On May
10, 2010, the Company issued 350,000 shares on receipt of $210,000 for
subscription to 350,000 common shares at a price of $0.60 per share.



On May
25, 2010, the Company cancelled and returned to treasury, the 3,000,000
restricted common shares originally issued to Bio Business Development Corp.
International Inc. and held in-trust, pertaining to the memorandum of
understanding regarding the acquisition of rights to intellectual property. The
parties did not negotiate a mutually beneficial license agreement and the MOU
was terminated. The $3,000 par value recording and offsetting amount in
additional paid-in capital was reversed.



On May
27, 2010, the Company issued 750,000 restricted common shares to two related
parties for services as directors and officers of the Company, at fair value of
$0.77 per share and a recorded value of $577,500.





9









---



On May
27, 2010, the Company issued 350,000 restricted common shares to three
independent parties in consideration for their appointments to the advisory
board of the Company, at fair value of $0.77 per share and a recorded value of
$269,500.



On May
27, 2010, the Company issued 650,000 restricted common shares to two independent
consultants pursuant to consulting agreements entered into, at fair value of
$0.77 per share and a recorded value of $500,500.



On
July 5, 2010, the Company resolved to issue 200,000 restricted common shares to
an independent party pursuant to a consulting contract.



On
July 8, 2010, the Company resolved to issue 500,000 restricted common shares to
a related party for services as a director and officers of the Company.



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, 3,800,000
were issued to related parties of the Company and 6,150,000 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
      No. | Identification
      of Exhibit                                                                
|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.                  



*Incorporated by
reference from Form 10-Q Quarterly Report filed on May 14, 2010











10







---



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:
August 10, 2010





By:
/s/ MONTY ORMSBY

----------------------

Monty
Ormsby, President, Director









11