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, 2021. 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, 2021 (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 2021, the Company prepared its new distribution channels for sell-through revenues along with launching of a new consumer brand. Notable highlights of the six month period ended June 30, 2021 include the following Company achievements:





    ·   The County Executive of America branded IGEN's Medallion GPS Fleet
        Solution as "County Fleet Management" for exclusive service offerings with
        Counties across the US.

    ·   The Company launched the industry's first consumer brand product
        "FamilyShield" to protect young drivers.

    ·   The T-Mobile Partner Program makes available for sale IGEN's Medallion GPS
        for light-commercial fleets for their Small-to-Medium Business channels.

    ·   The Company's "Driver Telematics Signature" Patent Application No.
        16/387,858 was accepted by the United States Patent Office and became
        enforceable as of June 15, 2021.

Financial Condition and Results of Operations

Capital Resources and Liquidity

Current Assets and Liabilities, Working Capital

As of June 30, 2021, the Company had total current assets of $113,264, a 38% increase from December 31, 2020. This increase was mostly due to the Company raising approximately $564,000 from the issuance of common stock and shares of Series A preferred stock during the six months ended June 30, 2021.

The Company's current liabilities as of June 30, 2021 were $1,184,982, a 3% decrease over those reported as of December 31, 2020. However, $69,213 (or 6%) 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 $86,999 decrease in accounts payable, accrued expenses, derivative liabilities and current portion of deferred revenues as of June 30, 2021.

As of June 30, 2021, IGEN had negative working capital of $1,071,718. 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, 2021, the Company raised approximately $564,000 in financings and converted approximately $204,000 of preferred stock and debt into shares of common stock. These transactions are further disclosed in notes to the consolidated financial statements.

Total Assets and Liabilities, Net Assets

As of June 30, 2021, the Company's total assets were $618,772, a 5% decrease over the prior year, 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, 2021, the Company's total liabilities were $1,416,604, which reflects $48,380 in long-term deferred revenue, net in addition to the $1,184,982 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, 2022. Total liabilities decreased by 3% over the previous year, however 8%, or $117,593 of the Company's year-end total liabilities was deferred revenue, net, compared with $138,812 of deferred revenue, net reported as of December 31, 2020.

The above resulted in net assets as of June 30, 2021 being ($797,832) and an accumulated deficit of $16,065,858.

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, 2021





Revenues

For the three months ended June 30, 2021, the Company had revenues of $82,998, a 20% decrease over the revenues reported for same period in 2020. Decrease in revenue was primarily due to reduction in new car inventories from industry chip shortages across OEM manufacturers. Franchise dealerships are expected to increase inventory levels with pre-owned vehicles during the balance of 2021.

Costs of goods sold for the three months ended June 30, 2021 were $50,397, representing an increase of 105% compared to the same period in 2020. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross profit percentage was 39% for the three months ended June 30, 2021 compared to 76% for the three months ended June 30, 2020, representing a decrease of 59% period on period. The difference between period on period gross profit percentage was attributed to the inclusion of infrastructure service costs for the three months ended June 30, 2021.

The Company has addressed the impact of industry chip shortages by securing alternative sources for hardware and focusing on commercial fleet and pre-owned vehicle channels that include the CU Trak, Family Shield, and Medallion GPS Fleet brands.





Expenses

Expenses for the three months ended June 30, 2021, totaled $301,214, an increase of $68,111, or 29%, from total expenses reported for the same period in 2020. Excluding stock-based compensation expense, operational expenses increased by 24% year on year as the result of the hiring of new sales staff.

For the three months ended June 30, 2021, the Company had a net loss of $325,937 (or ($0.00) per basic and diluted share) compared with a net loss of $1,623,296 (or ($0.00) per basic and diluted share) for the same period in 2020. Included in the net loss of $325,937, is $57,324 of other expenses related to the Company's convertible debt and derivative liabilities recognized during the three months ended June 30, 2021.

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, 2021





Revenues

For the six months ended June 30, 2021, the Company had revenues of $162,429, a 25% decrease over the revenues reported for same period in 2020. Decrease in revenue was primarily due to reduction in new car inventories from industry chip shortages across OEM manufacturers. Franchise dealerships are expected to increase inventory levels with pre-owned vehicles during the balance of 2021.

Costs of goods sold for the six months ended June 30, 2021 were $114,714, representing an increase of 24% compared to the same period in 2020. These costs are primarily mobile hardware and cellular carrier costs.

The resulting gross profit percentage was 29% for the six months ended June 30, 2021 compared to 57% for the six months ended June 30, 2020, representing a decrease of 28% 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, 2021.

The Company has addressed the impact of industry chip shortages by securing alternative sources for vehicle hardware and focusing sales effort on commercial fleet and pre-owned vehicle channels that include the CU Trak, Family Shield, and Medallion GPS Fleet brands.





Expenses

Expenses for the six months ended June 30, 2021, totaled $762,821, an increase of $86,003, or 13%, from total expenses reported for the same period in 2020. Excluding stock-based compensation expense, operational expenses increased by 18% year on year as the result of the hiring of new sales staff.

For the six months ended June 30, 2021, the Company had a net loss of $678,485 (or ($0.00) per basic and diluted share) compared with a net loss of $2,482,469 (or ($0.01) per basic and diluted share) for the same period in 2020. Included in the net loss of $678,485, is $36,621 of other income related to the Company's convertible debt and derivative liabilities recognized during the six months ended June 30, 2021.

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, 2021, the Company saw a net increase in cash of $37,854. Cash used in operating activities was $482,920, an increase of 36% from the $355,449 net cash used for the same period in 2020. This was offset by net financings of $563,707, not including repayments of debt of $42,933, raised via private placements. Cash as of June 30, 2021 was $64,585.

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