The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides information for the three and six month periods ended June 30, 2022. This MD&A should be read together with our unaudited condensed consolidated interim financial statements and the accompanying notes for the three and six month periods ended June 30, 2022 (the "consolidated financial statements"). The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). Except where otherwise specifically indicated, all amounts in this MD&A are expressed in United States dollars.

Certain statements in this MD&A constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws. You should carefully read the cautionary note in this MD&A regarding forward-looking statements and should not place undue reliance on any such forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements".

Additional information about the Company, including our most recent consolidated financial statements and our Annual Information Form, is available on our website at www.igen-networks.com, or on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

Cautionary Note Regarding Forward-looking Statements

Certain statements and information in this MD&A may not be based on historical facts and may constitute forward-looking statements or forward-looking information within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and Canadian securities laws ("forward-looking statements"), including our business outlook for the short and longer term and our strategy, plans and future operating performance. Forward-looking statements are provided to help you understand our views of our short and longer term prospects. We caution you that forward-looking statements may not be appropriate for other purposes. We will not update or revise any forward-looking statements unless we are required to do so by securities laws. Forward-looking statements:





        Typically include words and phrases about the future such as "outlook",
    ?   "may", "estimates", "intends", "believes", "plans", "anticipates" and
        "expects";




    ?   Are not promises or guarantees of future performance. They represent our
        current views and may change significantly;




    ?   Are based on a number of assumptions, including those listed below, which
        could prove to be significantly incorrect:




       -   Our ability to find viable companies in which to invest
       -   Our ability successfully manage companies in which we invest
       -   Our ability to successfully raise capital
       -   Our ability to successfully expand and leverage the distribution
           channels of our portfolio companies;
       -   Our ability to develop new distribution partnerships and channels
       -   Expected tax rates and foreign exchange rates.




    ?   Are subject to substantial known and unknown material risks and
        uncertainties. Many factors could cause our actual results, achievements
        and developments in our business to differ significantly from those
        expressed or implied by our forward-looking statements. Actual revenues
        and growth projections of the Company or companies in which we are
        invested may be lower than we expect for any reason, including, without
        limitation:




  - the continuing uncertain economic conditions
  - price and product competition
  - changing product mixes,
  - the loss of any significant customers,
  - competition from new or established companies,
  - higher than expected product, service, or operating costs,
  - inability to leverage intellectual property rights,
  - delayed product or service introductions

Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results.






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Overview

During the six months of 2022, the Company continues to expand its distribution channels across all brands. Notable highlights of the six-month period ended June 30, 2022 include the following Company achievements:





    IGEN secures $5M Equity-Line Financing to support product brand growth and
    strategic initiatives

    IGEN launches Medallion GPS PRO for Medium-to-Heavy duty commercial fleets to
    address the broader needs of government fleets

    IGEN expands its data infrastructure with AWS to reduce operating costs and
    extend nationwide disaster recover capabilities

    IGEN wins award to provide Medallion GPS to New York State Counties

    IGEN expands hardware offering and transitions to 4G LTE and 5G capabilities

    CU Track launches roll-out program with Michigan Credit Union League Service
    Corporation in the Upper Peninsula region

    Nimbo Tracking secures 11 new franchise and pre-owned dealerships located in
    5 states with approximately 2000 vehicles

Financial Condition and Results of Operations

Capital Resources and Liquidity

Current Assets and Liabilities, Working Capital

As of June 30, 2022, the Company had total current assets of $252,227, a 45% increase from December 31, 2021. This increase was mostly due to $65,580 increase in the Company's ending inventory balances.

The Company's current liabilities as of June 30, 2022 were $1,024,729, a 5% decrease over those reported as of December 31, 2021. However, $79,447 (or 8%) of the Company's current liabilities were deferred revenues, net to be recognized in future periods. The decrease in current liabilities was mostly due to a gain on the relief of debt for the removal of certain old accounts payable balances that are beyond the statute of limitations.

As of June 30, 2022, IGEN had negative working capital of $772,502. Adequate working capital remains a core requirement for growth and profitability and to facilitate further acquisitions, and the Company continues to work at improving its working capital position through ongoing equity and debt financing and actively managing the Company's growth to achieve sustainable positive cash flow.

During the six months ended June 30, 2022, the Company raised approximately $595,000 in debt and equity financings. These transactions are further disclosed in notes to the consolidated financial statements.

Total Assets and Liabilities, Net Assets

As of June 30, 2022, the Company's total assets were $828,417, a 9% increase from December 31, 2021, due primarily to the increase in current assets previously discussed. The majority of the Company's assets remain $505,508 in goodwill associated with the acquisition of Nimbo Tracking LLC in 2014.

As of June 30, 2022, the Company's total liabilities were $1,418,290, which reflects $87,617 in long-term deferred revenue, net in addition to the $1,024,729 in current liabilities previously discussed. This long-term deferred revenue is the portion of service contracts signed in previous years for which service, and the associated revenue recognition, occurs beyond June 30, 2023. Total liabilities increased by 3% from December 31, 2021, however 12%, or $167,064 of the Company's year-end total liabilities was deferred revenue, net, compared with $145,485 of deferred revenue, net reported as of December 31, 2021.

The above resulted in net assets as of June 30, 2021 being ($589,873) and an accumulated deficit of $19,378,145.

The Company is continuing its efforts to increase its asset base, raise funds and improve cashflow to improve its working capital position. As of the date these financial statements were issued, the Company believes it has adequate working capital and projected net revenues and cash flows to maintain existing operations for approximately six months without requiring additional funding. The Company's business plan is predicated on raising further capital for the purpose of further investment and acquisition of targeted technologies and companies, to fund growth in these technologies and companies, and to expand sales and distribution channels for companies it currently owns or is invested. It is anticipated the Company will continue to raise additional capital through private placements or other means in the both the near and medium term.

The reader is cautioned that the Company's belief in the adequacy of its working capital, the continuation and growth of future revenue, the ability of the Company to operate any stated period without additional funding, and the ability to successfully raise capital are forward looking statements for which actual results may vary, to the extent that the company may need capital earlier than anticipated and/or may not be able to raise additional capital.






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Results of Operations

Revenues and Net Loss for the Three Months Ended June 30, 2022





Revenues

For the three months ended June 30, 2022, the Company had revenues of $91,976, a 11% increase over the revenues reported for same period in 2021. Increase in revenue was primarily due to expanded sales to new automotive dealerships and initial shipments of Medallion GPS to NY State Counties.

Costs of goods sold for the three months ended June 30, 2022 were $92,100, representing an increase of 83% compared to the same period in 2021. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross profit (loss) percentage was 0% for the three months ended June 30, 2022 compared to 39% for the three months ended June 30, 2021, representing a decrease of 100% period on period. The Company continues to examine its costs of delivering service to customers and works to limit them as much as possible.





Expenses

Expenses for the three months ended June 30, 2022, totaled $227,866, a decrease of $73,348, or 24%, from total expenses reported for the same period in 2021. Excluding stock-based compensation expense, operational expenses decreased by 21% year on year as the result of cost cutting measures.

For the three months ended June 30, 2022, the Company had a net loss available to common stockholders of $19,186 (or ($0.00) per basic and diluted share) compared with a net loss of $386,662 (or ($0.00) per basic and diluted share) for the same period in 2021. Included in the net loss of $19,186, is $238,572 of other income related to the gain on relief of debt and change in fair value of derivative liabilities recognized during the three months ended June 30, 2022.

The Company will continue to invest in personnel, channels, and product development in order to drive revenue growth and increase gross profits sufficient to enable the Company to achieve profitability.

Revenues and Net Loss for the Six Months Ended June 30, 2022





Revenues

For the six months ended June 30, 2022, the Company had revenues of $138,236, a 15% decrease over the revenues reported for same period in 2021. Decrease in revenue was primarily due supply-chain issues causing significant reduction in vehicle inventory levels at franchise dealerships.

Costs of goods sold for the six months ended June 30, 2022 were $106,595, representing a decrease of 7% compared to the same period in 2021. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross profit percentage was 23% for the six months ended June 30, 2022 compared to 29% for the six months ended June 30, 2021, representing a decrease of 34% period on period. The difference between period on period gross profit percentage was attributed to the inclusion of infrastructure service costs for the six months ended June 30, 2022.





Expenses

Expenses for the six months ended June 30, 2022, totaled $443,675, a decrease of $319,146, or 42%, from total expenses reported for the same period in 2021. Excluding stock-based compensation expense, operational expenses decreased by 6% year on year as the result cost cutting measures.

For the six months ended June 30, 2022, the Company had a net loss of $175,525 (or ($0.00) per basic and diluted share) compared with a net loss of $678,485 (or ($0.00) per basic and diluted share) for the same period in 2021. Included in the net loss of $175,525, is $236,509 of other income related to the Company's convertible debt and derivative liabilities recognized during the six months ended June 30, 2022.

The Company will continue to invest in personnel, channels, and product development in order to drive revenue growth and increase gross profits sufficient to enable the Company to achieve profitability.






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Cash Flows and Cash Position

For the six months ended June 30, 2022, the Company saw a net decrease in cash of $11,012. Cash used in operating activities was $519,081, an increase of 7% from the $482,920 net cash used for the same period in 2021. This was offset by net financings of $595,000, not including repayments of debt of $73,568, raised via private placements. Cash as of June 30, 2022 was $53,417.

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