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SEC-RPT-Panel

UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 91719 / April 29, 2021 
 
ACCOUNTING AND AUDITING ENFORCEMENT 
Release No. 4216 / April 29, 2021 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-20272 
 
 
In the Matter of 
 
IGEN NETWORKS CORP.,  
 
Respondent. 
 
 
 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
  
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities 
Exchange Act of 1934 (“Exchange Act”), against Igen Networks Corp. (“Igen” or “Respondent”). 
 
II. 
 
 In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over it and the subject matter of these 
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making 
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.  
 
 
 
 
 
 
 
 2 
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds1 that:  
 
Summary 
 
 1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which 
requires that issuers that fail to file timely a periodic report shall file a Form 12b-25 “Notification of 
Late Filing,” commonly known as “Form NT,” which contains, among other things, reasonable 
detail as to why the issuer’s periodic report could not be filed on time and an explanation of any 
anticipated, significant changes in the issuer’s results of operations.  
 
 2. In May 2020, Igen violated Rule 12b-25 by filing a Form 12b-25 with the 
Commission in which Igen failed to disclose why, in sufficient detail under the circumstances 
presented, its fiscal year (“FY”) 2019 Form 10-K could not be timely filed.  Igen’s Form 12b-25 
also failed to acknowledge anticipated, significant changes in Igen’s results of operations for the 
fourth quarter of FY2019, compared with Igen’s operating results in the fourth quarter of FY2018, 
and to provide an explanation of the changes, as required under the rule.  Two weeks after filing its 
Form 12b-25, Igen filed its FY2019 Form 10-K disclosing to investors and the market a restatement 
of the company’s year-end financial statements for FY2018.  Igen, however, had failed to include 
in its Form 12b-25 any disclosure that the discovery, and ongoing correction, of errors in its 
FY2018 year-end financial statements were among the principal reasons that it was unable to file 
timely the subject FY2019 Form 10-K. 
 
Respondent 
 
3. Igen, a Nevada corporation based in Murrieta, California, provides cloud-based 
automotive services that include stolen-vehicle protection and real-time updates on driver behavior.  
Igen common stock is registered under Section 12(g) of the Exchange Act and is quoted on the 
OTCQB Venture Market. 
 
Legal Framework and Facts 
 
 4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require 
issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the 
Commission annual reports on Form 10-K and quarterly reports on Form 10-Q. 
 
 5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the 
time period prescribed for such report, the issuer, no later than one business day after the due date 
for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability 
                                                            
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any 
other person or entity in this or any other proceeding. 
 
 3 
to file the report timely and the reasons therefore in reasonable detail.2  Form 12b-25 requires the 
issuer to affirm, among other things, that the subject periodic report will be filed within fifteen 
calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s 
prescribed due date, and requires that the report actually be filed within such period.  Form 12b-25 
also requires the issuer to confirm whether or not it anticipates that any significant change in 
results of operations from the corresponding period for the prior fiscal year will be reflected by the 
earnings statements to be included in the subject periodic report.  If such change is anticipated, the 
issuer must attach a narrative and quantitative explanation of the anticipated change and, if 
appropriate, state the reasons why a reasonable estimate of the results cannot be made.   
 
  6. On May 15, 2020, Igen filed with the Commission a Form 12b-25 disclosing that it 
could not file timely its Form 10-K for its 2019 fiscal year, ended December 31, 2019, because 
Igen was “unable to complete the required compilation, dissemination, and review of all 
information required for filing its Form 10-K … within the prescribed time period without undue 
hardship and expense.”   
 
 7. Furthermore, in its Form 12b-25, Igen affirmed that it would file the subject Form 
10-K within the fifteen-calendar-day extension period and indicated that it did not anticipate that 
any significant change in results of operations from the corresponding period for the prior fiscal 
year would be reflected in the subject Form 10-K.   
 
 8. On May 29, 2020, Igen filed with the Commission its FY2019 Form 10-K, which 
disclosed that Igen was restating its 2018 consolidated financial statements because, “[d]uring 
2019, we discovered that an accounting error had been made related to the Company not properly 
recording contract assets as required under the relevant accounting guidance for revenue 
recognition.”  The aforementioned restatement resulted in, among other things, material decreases 
in Igen’s current and total liabilities.   
 
9. Igen’s inability to meet the filing deadline for its FY2019 Form 10-K was due, in 
large part, to the discovery, and ongoing correction, of errors in its FY2018 year-end financial 
statements.  In its Form 12b-25, however, Igen failed to disclose this information and failed to 
provide the detailed narratives and quantitative explanation specifically called for by the form.  The 
company anticipated that its fourth-quarter FY2019 financial results, when reported, would differ 
significantly from its fourth-quarter FY2018 financial results, including a 158% reduction in 
quarterly loss versus fourth quarter FY2018.   
 
Violations 
 
 10. As a result of the conduct described above, Igen violated Section 13(a) of the 
Exchange Act and Rule 12b-25 thereunder. 
 
 
                                                            
2  Form 12b-25 specifies a “narrative” disclosure.  (See Form 12b-25, Part III.) 
 4 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent Igen’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent Igen cease and desist 
from committing or causing any violations and any future violations of Section 13(a) of the 
Exchange Act and Rule 12b-25 thereunder. 
 
B. Respondent shall pay civil penalties of $25,000 to the Securities and Exchange 
Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act 
Section 21F(g)(3).  Payment shall be made in the following four installments: (1) $5,000 within 14 
days of entry of this order; (2) $7,500 within 180 days of entry of this order; (3) $6,250 within 270 
days of entry of this order; and (4) $6,250 within 360 days of entry of this order.  Payments shall 
be applied first to post order interest, which accrues pursuant to 31 U.S.C. 3717.  Prior to making 
the final payment set forth herein, Respondent shall contact the staff of the Commission for the 
amount due.  If Respondent fails to make any payment by the date agreed and/or in the amount 
agreed according to the schedule set forth above, all outstanding payments under this Order, 
including post-order interest, minus any payments made, shall become due and payable 
immediately at the discretion of the staff of the Commission without further application to the 
Commission. 
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying Igen 
as a Respondent in these proceedings, and the file number of these proceedings; a copy of the 
cover letter and check or money order must be sent to Anita B. Bandy, Associate Director, 
 5 
Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 
20549.   
 
 C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
Secretary 
 
 
 

	UNITED STATES OF AMERICA
	Before the
	SECURITIES AND EXCHANGE COMMISSION

	SECURITIES EXCHANGE ACT OF 1934
	Release No. 91719 / April 29, 2021

	ACCOUNTING AND AUDITING ENFORCEMENT
	Release No. 4216 / April 29, 2021

	ADMINISTRATIVE PROCEEDING
	File No. 3-20272


	In the Matter of

	IGEN NETWORKS CORP.,

	Respondent.



	ORDER INSTITUTING CEASE-AND-
	DESIST PROCEEDINGS PURSUANT TO
	SECTION 21C OF THE SECURITIES
	EXCHANGE ACT OF 1934, MAKING
	FINDINGS, AND IMPOSING A CEASE-
	AND-DESIST ORDER

	I.

	The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
	and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities
	Exchange Act of 1934 (“Exchange Act”), against Igen Networks Corp. (“Igen” or “Respondent”).

	II.

	In anticipation of the institution of these proceedings, Respondent has submitted an Offer
	of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
	purpose of these proceedings and any other proceedings brought by or on behalf of the
	Commission, or to which the Commission is a party, and without admitting or denying the findings
	herein, except as to the Commission’s jurisdiction over it and the subject matter of these
	proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
	and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
	Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.







	2

	III.

	On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

	Summary

	1. These proceedings arise out of the violation of Exchange Act Rule 12b-25, which
	requires that issuers that fail to file timely a periodic report shall file a Form 12b-25 “Notification of
	Late Filing,” commonly known as “Form NT,” which contains, among other things, reasonable
	detail as to why the issuer’s periodic report could not be filed on time and an explanation of any
	anticipated, significant changes in the issuer’s results of operations.

	2. In May 2020, Igen violated Rule 12b-25 by filing a Form 12b-25 with the
	Commission in which Igen failed to disclose why, in sufficient detail under the circumstances
	presented, its fiscal year (“FY”) 2019 Form 10-K could not be timely filed. Igen’s Form 12b-25
	also failed to acknowledge anticipated, significant changes in Igen’s results of operations for the
	fourth quarter of FY2019, compared with Igen’s operating results in the fourth quarter of FY2018,
	and to provide an explanation of the changes, as required under the rule. Two weeks after filing its
	Form 12b-25, Igen filed its FY2019 Form 10-K disclosing to investors and the market a restatement
	of the company’s year-end financial statements for FY2018. Igen, however, had failed to include
	in its Form 12b-25 any disclosure that the discovery, and ongoing correction, of errors in its
	FY2018 year-end financial statements were among the principal reasons that it was unable to file
	timely the subject FY2019 Form 10-K.

	Respondent

	3. Igen, a Nevada corporation based in Murrieta, California, provides cloud-based
	automotive services that include stolen-vehicle protection and real-time updates on driver behavior.
	Igen common stock is registered under Section 12(g) of the Exchange Act and is quoted on the
	OTCQB Venture Market.

	Legal Framework and Facts

	4. Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder require
	issuers with a security registered pursuant to Section 12 of the Exchange Act to file with the
	Commission annual reports on Form 10-K and quarterly reports on Form 10-Q.

	5. Rule 12b-25 provides that if an issuer fails to file a Form 10-K or 10-Q within the
	time period prescribed for such report, the issuer, no later than one business day after the due date
	for such report, shall file a Form 12b-25 with the Commission, disclosing the issuer’s inability

	1 The findings herein are made pursuant to Respondent's Offer of Settlement and are not binding on any
	other person or entity in this or any other proceeding.

	3
	to file the report timely and the reasons therefore in reasonable detail.2 Form 12b-25 requires the
	issuer to affirm, among other things, that the subject periodic report will be filed within fifteen
	calendar days, for a Form 10-K, or within five calendar days, for a Form 10-Q, of the report’s
	prescribed due date, and requires that the report actually be filed within such period. Form 12b-25
	also requires the issuer to confirm whether or not it anticipates that any significant change in
	results of operations from the corresponding period for the prior fiscal year will be reflected by the
	earnings statements to be included in the subject periodic report. If such change is anticipated, the
	issuer must attach a narrative and quantitative explanation of the anticipated change and, if
	appropriate, state the reasons why a reasonable estimate of the results cannot be made.

	6. On May 15, 2020, Igen filed with the Commission a Form 12b-25 disclosing that it
	could not file timely its Form 10-K for its 2019 fiscal year, ended December 31, 2019, because
	Igen was “unable to complete the required compilation, dissemination, and review of all
	information required for filing its Form 10-K … within the prescribed time period without undue
	hardship and expense.”

	7. Furthermore, in its Form 12b-25, Igen affirmed that it would file the subject Form
	10-K within the fifteen-calendar-day extension period and indicated that it did not anticipate that
	any significant change in results of operations from the corresponding period for the prior fiscal
	year would be reflected in the subject Form 10-K.

	8. On May 29, 2020, Igen filed with the Commission its FY2019 Form 10-K, which
	disclosed that Igen was restating its 2018 consolidated financial statements because, “[d]uring
	2019, we discovered that an accounting error had been made related to the Company not properly
	recording contract assets as required under the relevant accounting guidance for revenue
	recognition.” The aforementioned restatement resulted in, among other things, material decreases
	in Igen’s current and total liabilities.

	9. Igen’s inability to meet the filing deadline for its FY2019 Form 10-K was due, in
	large part, to the discovery, and ongoing correction, of errors in its FY2018 year-end financial
	statements. In its Form 12b-25, however, Igen failed to disclose this information and failed to
	provide the detailed narratives and quantitative explanation specifically called for by the form. The
	company anticipated that its fourth-quarter FY2019 financial results, when reported, would differ
	significantly from its fourth-quarter FY2018 financial results, including a 158% reduction in
	quarterly loss versus fourth quarter FY2018.

	Violations

	10. As a result of the conduct described above, Igen violated Section 13(a) of the
	Exchange Act and Rule 12b-25 thereunder.



	2 Form 12b-25 specifies a “narrative” disclosure. (See Form 12b-25, Part III.)
	4
	IV.

	In view of the foregoing, the Commission deems it appropriate to impose the sanctions
	agreed to in Respondent Igen’s Offer.

	Accordingly, it is hereby ORDERED that:

	A. Pursuant to Section 21C of the Exchange Act, Respondent Igen cease and desist
	from committing or causing any violations and any future violations of Section 13(a) of the
	Exchange Act and Rule 12b-25 thereunder.

	B. Respondent shall pay civil penalties of $25,000 to the Securities and Exchange
	Commission for transfer to the general fund of the United States Treasury, subject to Exchange Act
	Section 21F(g)(3). Payment shall be made in the following four installments: (1) $5,000 within 14
	days of entry of this order; (2) $7,500 within 180 days of entry of this order; (3) $6,250 within 270
	days of entry of this order; and (4) $6,250 within 360 days of entry of this order. Payments shall
	be applied first to post order interest, which accrues pursuant to 31 U.S.C. 3717. Prior to making
	the final payment set forth herein, Respondent shall contact the staff of the Commission for the
	amount due. If Respondent fails to make any payment by the date agreed and/or in the amount
	agreed according to the schedule set forth above, all outstanding payments under this Order,
	including post-order interest, minus any payments made, shall become due and payable
	immediately at the discretion of the staff of the Commission without further application to the
	Commission.

	Payment must be made in one of the following ways:

	(1) Respondent may transmit payment electronically to the Commission, which
	will provide detailed ACH transfer/Fedwire instructions upon request;

	(2) Respondent may make direct payment from a bank account via Pay.gov
	through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

	(3) Respondent may pay by certified check, bank cashier’s check, or United
	States postal money order, made payable to the Securities and Exchange
	Commission and hand-delivered or mailed to:

	Enterprise Services Center
	Accounts Receivable Branch
	HQ Bldg., Room 181, AMZ-341
	6500 South MacArthur Boulevard
	Oklahoma City, OK 73169

	Payments by check or money order must be accompanied by a cover letter identifying Igen
	as a Respondent in these proceedings, and the file number of these proceedings; a copy of the
	cover letter and check or money order must be sent to Anita B. Bandy, Associate Director,
	5
	Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC
	20549.

	C. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be
	treated as penalties paid to the government for all purposes, including all tax purposes. To
	preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor
	Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any
	award of compensatory damages by the amount of any part of Respondent’s payment of a civil
	penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a
	Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting
	the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the
	Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed
	an additional civil penalty and shall not be deemed to change the amount of the civil penalty
	imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a
	private damages action brought against Respondent by or on behalf of one or more investors based
	on substantially the same facts as alleged in the Order instituted by the Commission in this
	proceeding.


	By the Commission.



	Vanessa A. Countryman
	Secretary