Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. __)

 

IGEN NETWORKS CORP.

(Name of Issuer)

 

Common Stock, Par Value $0.001

(Title of Class of Securities)

 

________________

(CUSIP Number)

 

James B. Parsons, 2155 112TH Ave NE, Bellevue, WA 98004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 13, 2018

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

  

SCHEDULE 13D

 

CUSIP No.

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Alvin Fund LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)   o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   USA

 

NUMBER OF SHARES  BENEFICIALLY  OWNED BY  EACH REPORTING  PERSON  WITH	7	SOLE VOTING POWER   5,000,000
	8	SHARED VOTING POWER   None
	9	SOLE DISPOSITIVE POWER   5,000,000
	10	SHARED DISPOSITIVE POWER   None

 

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,000,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   10.1%
14	TYPE OF REPORTING PERSON (See Instructions)   IV

 

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Item 1. Security and Issuer

 

This statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Shares”), of IGEN Networks Corp. a Nevada corporation (“the Issuer”), and is being filed by Alvin Fund LLC, a Delaware company (the “Reporting Person”). The Issuer’s current principal executive offices are located at 1075 St. David Street, Victoria, BC V9S 4Y7.

 

Item 2. Identity and Background

 

(a) through (c) and (f). This statement is being filed by Alvin Fund LLC, a Delaware company (the “Reporting Person”). The business address of the Reporting Person is: 770 Lexington Ave., New York, NY 10021.

 

(d) and (e). During the previous five years, the Reporting Person (i) has not been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Considerations

 

On April 13, 2018, the Reporting Person invested $400,000 USD in the Issuer and acquired 5,000,000 shares of the Issuer’s common stock.

 

Item 4. Purpose of Transaction

 

The purpose of this Schedule 13D is to report the beneficial ownership by the Reporting Person of 2,048,611 shares, or approximately 5.23 percent of the Issuer’s issued outstanding common stock as of December 31, 2017, as explained in Item 5 below.

 

Except as provided below, the Reporting Person does not have any current plans or proposals which relate to or result in:

 

a)	the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
b)	any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
c)	a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
d)	any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
e)	any material change in the present capitalization or dividend policy of the Issuer;
f)	any other material change in the Issuer’s business or corporate structure, including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;

 

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g)	changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;
h)	causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
i)	a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
j)	any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer

 

(a)	The Reporting Person is currently the beneficial owner of 5,000,000 shares of common stock of the Issuer, representing approximately 10.1% percent of the Issuer’s common stock (based upon 48,628,185 outstanding shares of common stock as of April 13, 2018, as reported by the Issuer in its Annual Report on form 10-K/A filed with the SEC on April 19, 2018).
(b)	The Reporting Person has sole voting and dispositive power over the shares of common stock identified in the response to Item 5(a) above.
(c)	See response by the Reporting Person to Item 4, above.
(d)	Not Applicable
(e)	Not Applicable

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.

 

Item 7. Material to Be Filed as Exhibits

 

None.

 

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Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

May 15, 2018
Dated
/s/ George Melas-Kyriazi
Signature
George Melas-Kyriazi/Managing Partner
Name/Title

 

 

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