UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549








FORM 10-K/A








x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011.





o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______ TO ______.








Commission File No. 333-141875





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





Nevada
20-5879021(State or Other Jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)





1100 H Street NW, Suite 920, Washington, DC, 20005(Address of principal executive offices) (Zip Code)





1-888-244-3650

(Registrant's telephone number including area code)





Securities registered pursuant to Section 12(b) of the Act:  None
 
 Securities registered pursuant to Section 12(g) of the Act:
 
 Common Stock
 Title of Class




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





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesoNox





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).  Yes oNo x





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





Indicate by check mark whether the registrant is 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.





Large accelerated filer: o
Accelerated filer: oNon-accelerated filer: o
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 Act).  Yes oNo x


The aggregate market value of the Common Stock of IGEN Networks Corp. held by non-affiliates as of March 19, 2012 was $5,057,692 based on the closing price of the common stock of $0.36.
 The number of shares of the registrant's common stock outstanding as of December 31, 2011 is 14,049,045.
  
  This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 of  IGEN Networks Corp, (the “Registrant”) that was originally filed with the U.S. Securities and Exchange Commission on April 17, 2012 (the “Original Filing”).  The Registrant is filing this Amendment to amend only the cover page of the Original Filing, in which the Registrant inadvertently and incorrectly checked the box indicating that it was a “shell company”, as defined in Rule 12b-2 of the Act.  The cover page is being amended solely to correctly identify the Registrant as not being a shell company.  The Registrant has never reported as a shell company in the past, the identification of the Registrant as a shell company on the Original Filing was made in error, and the sole purpose of this amendment is to correct this.
  This Amendment No. 1 does not amend or update any other information set forth in the Original Filing, and the Registrant has not updated disclosures contained therein to reflect any events subsequent to the filing of the Original Filing. This Amendment No. 1 consists solely of the amended cover page, this explanatory note, the signature page and the certifications required to be filed as exhibits hereto.








SIGNATURES
  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
  IGEN Networks CorpApril 30, 2012
By:
/s/ Neil ChanNeil ChanDirector, Chief Executive Officer
  Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
  April 30, 2012
By:
/s/ Richard FreemanRichard FreemanDirector, Chief Operating Officer