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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED MAY 31, 2006

                       Commission File Number ___________

                            INGEN TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)

             Georgia                                          88-0429044
             -------                                          ----------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

 35193 Avenue "A", Suite-C, Yucaipa, California                 92399
 ----------------------------------------------                 -----
    (Address of principal executive offices)                  (Zip Code)

                                 (800) 259-9622
                                 --------------
              (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, no par value
                           --------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
Yes [x ] No []

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. [x]

The Registrant had revenues of $846,783 for its most recent fiscal year.

As of May 31, 2006, the aggregate market value of the common voting stock of the
Registrant held by non-affiliates of the Registrant was $2,991,934.*

The number of shares of Common Stock, no par value, outstanding on May 31, 2006,
was 29,609,610.

* Excludes 1,115,000 shares of Common Stock held by executive officers,
directors and stockholders whose ownership exceeds 5% of the Common Stock
outstanding on May 31, 2006. The calculation does not reflect a determination
that such persons are affiliates for any other purposes.

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                                TABLE OF CONTENTS


                                                                            Page
                                     PART I


ITEM 1.    Business                                                            3
ITEM 2.    Properties                                                         17
ITEM 3.    Legal Proceedings                                                  17
ITEM 4.    Submission of Matters to a Vote of Security Holders                17

                                     PART II


ITEM 5.    Market for Common Equity and Related Stockholder Matters           18
ITEM 6.    Management's Discussion and Analysis                               19
ITEM 7.    Financial Statements                                          32, F-1
ITEM 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                                33
ITEM 8A.   Controls and Procedures                                            33

                                    PART III


ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act         34
ITEM 10    Executive Compensation                                             36
ITEM 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters                         37
ITEM 12.   Certain Relationships and Related Transactions                     38
ITEM 13.   Exhibits                                                           39
ITEM 14.   Independent Auditors' Fees and Services                            41


                           FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-KSB contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, which reflect
management's current views with respect to future events and financial
performance. In this report, the words "anticipates," "believes," "expects,"
"intends," "future," "may" and similar expressions identify forward-looking
statements. These and other forward-looking statements are subject to certain
risks and uncertainties, including those discussed in the "Business Risks"
section of Item 6 and elsewhere in this Form 10-KSB, that could cause actual
results to differ materially from historical results or those anticipated.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to publicly release the results of any revisions to these forward-looking
statements which may be made to reflect events or circumstances occurring
subsequent to the filing of the Form 10-KSB with the Securities and Exchange
Commission.


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                                     PART I

ITEM 1. BUSINESS

OVERVIEW

Ingen Technologies, Inc. is a medical device manufacturer and service provider
for medical and consumer markets both domestic and abroad. We have four
products, one of which has had sales in at least the last two fiscal years
(Secure Balance (TM)). The others are oxygen and gas monitoring safety devices
that we have developed over the last few years.

Increasing revenues are being generated from the Company's Secure Balance(TM)
program; a medical product line for physicians and hospitals that provides
patient services for "balance & fall prevention" programs. We had $846,783 in
sales during this fiscal year ending May 31, 2006 and $794,314 in sales during
our 2005 fiscal year.

We have an oxygen monitoring device known as OxyAlert(TM), a second-generation
design of the Company's BAFI(TM) product line. Both of these products have been
issued two US Patents: Patent No. 6,137,417 issued on October 24, 2000 and
Patent No. 6,326,896 B1 issued on December 4, 2001. Both of these products are
low-oxygen safety warning devices used on remote oxygen cylinders for patients,
commercial aircraft, military transport, and fire and safety equipment.
OxyAlert(TM) technology encompasses the use of digital sensing and RF frequency
transfer so that care givers can access a hand-held remote to monitor the actual
oxygen level of any oxygen cylinder at a reasonable distance. If we have
sufficient capital, we expect to begin sales of OxyAlert(TM) in calendar year
2007.

Using the same patented and proprietary technology, the Company also plans to
offer our GasAlert(TM) product; a device that interfaces between any gas line
and accessory, such as a water heater, dryer, stove or heater, to detect leaks.
This is a mass consumer item. We do not have an anticipated market date for
GasAlert(TM).

The newest product we've developed, OxyView, has a U.S. (as well as China and
Japan) patent and trademark pending, and is a pneumatic gauge that provides
visual safety warning of oxygen flow to hospitalized patients. This product is
designed to enhance the safety, assurance and accuracy of hospitalized patients
being administered oxygen from any source. OxyView is a lightweight pneumatic
gauge that is attached to the oxygen tubing just below the neck. It informs the
nursing staff of oxygen flow rate near the patient. It is designed to quickly
inform the hospital staff of any leak or inaccuracy between the delivery source
and the patient. We expect to go to market with OxyView in calendar year 2006.

We invite you to check out our website at www.ingen-tech.com for
information about our company and products. At the present time, there is
considerable information on Secure Balance and we plan to add more information
concerning our BAFI(TM) product line in the future.

I.  SECURE BALANCE(TM)

The Secure Balance(TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system. The vestibular
(referencing organs in the inner ear) function testing system is manufactured by
Interacoustics LTD. in Denmark and is referred to as the VNG. The balance
therapy system is manufactured by SportKAT(R), Inc. in San Diego, California.
SportKAT provides private-label testing and balance therapy systems to others.
However, we have our own trademark - Secure Balance(TM). Our Secure Balance(TM)
program provides equipment, education and training about balance and fall
prevention to physicians and clinicians worldwide. All of our company's sales in
fiscal year 2005 ($794,314)and 2006 ($846,783) were sales of Secure Balance(TM).


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SECURE BALANCE(TM) THERAPY TRAINER
----------------------------------

Secure Balance(TM) Therapy Trainer is designed to sell to physicians, clinics
and hospitals for use with patients suffering from balance problems. It is a
patented Kinesthetic Ability Trainer (called "SPORTKAT"), an innovative tool for
the evaluation and rehabilitation of neurosensory (or balance) deficits.
SportKat focuses on the development of dynamic balance, strength, muscle
control, proprioceptive, and vestibular improvement and offers a practically
infinite range of adjustable settings to accommodate people with varied body
weights and physical activity levels.

         o    Secure Balance(TM) Therapy Trainer provides a way to test and
              train the nerves that control the muscles of the body that enable
              us to stand, run, jump and otherwise perform day to day functions.
              These nerves are called proprioceptors. They are an integral part
              of a complicated system that the body uses to interpret all of the
              sensory input that it receives from external and internal
              sources-- including vestibular input from the inner ear, visual
              input from the eyes and proprioceptive input in order to maintain
              posture and mobility. Proprioception enables the body to know
              where it is in space. Performing an oculomotor test and examples
              of included patterns for the visual stimulus system for oculomotor
              testing and calibration.


SportKat is an advanced Balance Training system primarily for Senior "fall
prevention" Programs, correcting vertigo in Pilots and improving the quality of
life with those that have severe motor skill diseases. The SportKat system
differentiates itself from anything else (known to management) because it
applies the Visual, Vestibular and Proprioceptive systems to leverage the
redundancies in the brain--thereby improving balance. It is much safer than a
"wobble board" for seniors because the air "bladder" can be inflated to match
all levels of ability, weight, etc. This product is currently used in Medical
Centers, Hospitals, Universities, and Professional Sports Teams. SportKat is
effective with those that have the following severe motor skill
diseases/challenges:

         o    Post Acoustic Neuroma Resection (Brain Tumors)

         o    Head Trauma

         o    Post Concussion

         o    Meniere's Disease

         o    Vertiginous Migraines

         o    Vestibular Neuronitis

         o    Presbystasis

         o    MS

         o    Parkinson's

         o    Ataxia


The SportKat 4000 is our most advanced balance assessment and training
equipment. The SportKat software includes provisions for both static and dynamic
balance training and assessment through the availability of diversified types of
tests, test patterns and difficulty levels. Users may use the built-in training
modes with a great deal of ease and flexibility. In addition, the system enables
the user (or doctor, trainer, etc.) to design unique, individual training
protocols to overcome specific deficits identified during the assessment phase.
Designed for multiple applications within the medical and athletic environments,
the SportKat 4000 features:


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         o    19" Monitor

         o    Wireless Mouse & keyboard

         o    Printer (Ability to Generate Printed Reports)

         o    Handrails for additional safety

         o    Larger Base for increased stability

         o    Microprocessor-based Pump Control which allows for automated
              inflation and deflation of the pressure bladder to quickly and
              easily adjust the pressure based on the user's weight and level of
              difficulty

         o    Computer Assisted Data System featuring the SPORTKAT WIN software
              (see Technology below)

         o    Thermal Accelerometer

         o    Provisions for Both Static and Dynamic Balance Assessment

         o    Multiple Built-in Training Programs

         o    Diversified Difficulty Levels for Testing and Training

         o    Automatically Stored Test Data for each user by date, time and
              type of test, allowing for progress analysis

         o    Tracking Software capable of maintaining data for multiple users,
              including personal data, medical data and a test editor

         o    Ability to Transfer Files for Additional Analysis such as
              statistical studies using Microsoft's Excel software


The SportKat operates using a patented inflatable bladder support system and
centrally pivoted platform. Attached to the platform is a thermal accelerometer,
which measures the user's displacement from center (balancing ability),
producing a quantifiable measurement or balance index score at the conclusion of
a balance assessment or training session. This measurement provides a basis on
which the user can track improvements by completing increasingly difficult
levels of training.


The modular nature of the SportKat design allows the company to offer a variety
of SportKat models to meet the needs (and budgets) of each customer/user group.
In addition, the modular design allows users to upgrade a SportKat machine to
meet changing needs, add new features or incorporate increased levels of
technology. As discussed below, each SportKat model may be classified into one
of three categories: portable, standard or computer assisted. However, every
version of the SportKat incorporates the company's technology as well as the
following standard features:

         o    Sturdy Construction using a combination of injection molded glass
              polymers, plastic and steel

         o    Inflatable Support Bladder capable of holding between 0 to 15 PSI
              of pressure, allowing for a seemingly infinite range of difficulty
              levels for both testing and training

         o    Easy Stability Adjustment using either a hand held or automated
              pump system to inflate the support bladder

         o    Centrally Pivoted Platform with up to 20 degrees of deflection in
              any direction (360 degree range)

         o    Optional Support Harness for increased safety


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In addition to these basic structural features, the SportKat system is be
equipped with the following technological components:

Computer Assisted Data System to allow the SportKat to become interactive and
facilitate advanced testing and training. This system features:


         o    Thermal Accelerometer to measure the users balancing ability and
              compute a score between 0 and 5000, with 0 being perfect balance
              at any given PSI or level of difficulty.

         o    SPORTKAT WIN Interactive Software enabling Static and Dynamic
              Testing and Training Capabilities to assess and improve angular
              displacement skills as well as the time and distance from the
              target. (Static testing measures the ability to maintain balance
              in a stationary position and dynamic testing measures the ability
              to maintain balance while in motion.)

         o    Desktop Computer with Monitor, featuring the Company's proprietary
              SportKat WIN interactive software (factory installed)

         o    Optional Computer Stand

         o    Ability to Create Original Training Programs to accommodate unique
              or specific training goals. For instance, if the user has a
              balancing deficiency on the left side of the body, he/she can
              create a program or draw a picture directly on the monitor with an
              erasable marker; select a dynamic (tracing) mode; and move the
              cursor back within the picture until it is filled in with the
              trace.

         o    Increased Performance Analysis including multiple levels of
              training difficulty and a variety of scoring calculations that
              will enable performance to be tracked and reported using both raw
              numbers and various charts.


SECURE BALANCE(TM) VIDEO ENG VESTIBULAR FUNCTION TESTING

The Secure Balance(TM) VNG Modules offer complete function analysis that is easy
to administer and comfortable for the patient. The lightweight goggle is
designed with patient comfort in mind and versatility in fitting on a variety of
patient populations. The Secure Balance(TM) Video ENG improves upon limitations
of previous measurement techniques.

Video images of the eyes are obtained without direct contact using high
resolution cameras with infrared illumination. The eyes are visualized, enabling
simultaneous subjective evaluation, while eye position is analyzed by digital
image processing to obtain vertical and horizontal eye position.

The Examination Designer program within the goggle allows the creation of a
patient's own test protocol. During the examination the test view provides the
patient with graphical data and immediate analysis while simultaneously
displaying the eye images for subjective control during the exam. The examiner
can even type in comments while the test is in progress. These features greatly
reduce the number of time consuming steps often involved in generating test
data.

The Secure Balance(TM) can produce clear and detailed color reports suitable for
hardcopy storage. Reports collate patient details, traces, analysis and display
diagrams in an easy-to-read-format.

The integrated extensive database provides a practically unlimited storage
capability. The database works with both the Secure Balance(TM)/Alternate
Systems.

The Secure Balance(TM) / Alternate Systems are integrated into the
Interacoustics Medical PC platform. This is designed for convenient
transportation around a clinic and the amount of extraneous equipment required
is kept to a minimum.


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Included Parts:

         o    Combi Mask or Goggle

         o    One Camera module for Combi Mask

         o    Two Camera modules for Combi Mask and 2-channel software

         o    Installation CD

         o    Computer System with Tracking Interface Controller

         o    Footswitch

         o    Full-Field Projector (dimensions 2"X6"x6": Weight 1.2lbs)

         o    Null-modem cable

         o    VisualLab Operation Disk

         o    Flashcard Mobile Storage

         o    Operational Manual


HEALTHCARE COMPLIANCE SERVICES


Ingen Technologies, Inc. has contracted Total Healthcare Compliance to provide
services for Secure Balance(TM) customers who purchase the Balance & Fall
Prevention program. The Secure Balance(TM) customer receives 5 hours of
professional assistance from Total Healthcare Compliance to incorporate accurate
information regarding vestibular function testing and therapy. These services
include, but are not limited to, the following:

         o    CPT-Billing and ICD-9 Coding

         o    Proper and effective use of modifiers to ensure appropriate
              payment

         o    Audit requirements and Claims processing

         o    Testing qualifications and supervision requirements

         o    Strategies to minimize post-payment risk

         o    Documentation strategies to improve profitability

Total Healthcare Compliance, Inc. ("THC") is a full-service medical consulting
firm comprised of attorneys, business management experts, coding specialists and
physicians from different specialties. The company works with each customer's
staff and advisors to design and implement solutions for the customer's needs
within that particular medical practice.


THC has identified six key areas of a health care facility management that are
crucial to your practice's success.


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         o    Physical Plant- THC looks for cost effective ways to improve the
              customer's facility's appearance, patient flow and utilization of
              space, while reducing cancellations/no-show rate. They can suggest
              new, up-to-date diagnostic equipment that can help provide better
              patient care and make it easier to demonstrate medical necessity.

         o    Personnel- They interview the customer's office personnel to help
              take the fullest advantage of the employees' talents and abilities
              and to identify any weak spots in the day-to-day operations. If
              the customer is having trouble finding key personnel, THC can help
              with that too, because of its affiliation with several nationwide
              medical personnel services. THC can also perform background checks
              on current employees and potential new hires to weed out those
              with a history of legal, licensure and financial problems.

         o    Provider Agreements- THC reviews each policy and provides the
              customer with a written, abridged version of what is and is not
              covered. They also outline how billing is to be performed for each
              provider.

         o    Billing, coding, and collections procedures- Coding and billing
              criteria vary from carrier to carrier. Medicare and Medicaid have
              their own sets of requirements. Through regional seminars,
              intensive workshops and/or in-office training, THC instructs the
              customer's personnel in billing and coding procedures. THC also
              offers a full range of forms to assist the customer's billing,
              collection and coding department. Or, THC will handle the
              customers coding and billing.

         o    Patient charts- THC reviews patient charts to make sure the
              customer is properly documenting medical necessity.

         o    Utilization of Services- A thorough utilization review can
              pinpoint areas where the customer's practice is above or below the
              norm as compared to similar practices.

THC offers an on-site review of the customer's practice that includes a thorough
assessment of all six key practice management areas.

THC takes a comprehensive approach to compliance with federal and state
regulatory agencies. They examine the customer's organization's day-to-day
operations and identify any potential areas of exposure. Based on these
findings, THC assists the customer to develop and implement a corporate
compliance program that meets the requirements of the entire alphabet soup of
federal and state regulatory agencies.

The line between mainstream and "alternative" medicine narrows each year, while
the amount of money spent on chiropractic, homeopathy, naropathy and
nutriceuticals increase by the billions of dollars. The rapid growth of
alternative medicine can have positive repercussions for the traditional and
non-traditional physicians alike. "Physician supervised" forms of alternative
medicine ensures that the patients get professional care while offering health
care providers the opportunity to explore new areas of practice. THC helps
integrate new, complimentary areas of "alternative" medicine into the customer
physician's practice. THC can also assist in forming entities that include
alternative medical practices and in developing and implementing protocols for
alternative medicine practitioners.

When it comes to marketing and advertising medical practices, health care
providers are subject to a slew of state and federal restrictions. THC reviews
advertising and marketing materials to ensure they comply with state and federal
regulations. Or, they can handle the design and production for the customer.

THC offers seminars, in-office training and video programs tailored to the needs
of the customer in:

         o    Coding, billing, and collections

         o    Compliance with state and federal regulations


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         o    Marketing

         o    Practice management

         o    Testifying at depositions and in court

         o    Integrated alternative medicine practices


EDUCATIONAL SERVICES AND SEMINARS

As part of our ongoing provision of services for Secure Balance purchasers, we
offer periodic seminars and classes in all aspects of the operation of Secure
Balance. These seminars feature nationally recognized experts in our field.

II.  BAFI(TM); OXYALERT(TM); OXYVIEW; GASALERT(TM)

The company invented, patented, and produced the world's first (as known to
management) wireless, digital, low gas warning system for pressurized gas
cylinders, known as BAFI(TM). Applicable markets include medical, safety &
protection (Fire & Police), aircraft (commercial & private), recreation vehicle
& outdoor (propane), home & residential, construction (welding), military & many
others.

The company's first planned product, a medical low oxygen warning system for
pressurized oxygen cylinders referred to as BAFI(TM), has been issued 2 United
States patents. The BAFI(TM) planned product met or exceeded regulatory
compliance of this type of product. We built 200 BAFI(TM) prototypes. Our
prototypes were used in clinical trials administered by Richard Shelton, MD, of
Loma Linda (California) University Medical Center during 2002. The tests proved
out the viability BAFI(TM) and enabled us to determine the design of
OxyAlert(TM).

We are now developing our new product lines, OxyAlert(TM), OxyView and
GasAlert(TM), based on our patented BAFI(TM) technology. OxyAlert(TM)'s
application will continue BAFI(TM)'s mission of providing a medical low- oxygen
warning system for oxygen cylinders. OxyView provides a visual safety warning.
GasAlert(TM) will have a broader application to many industries and businesses
desiring to monitor pressurized gas cylinders.

BAFI(TM) (and its progeny OxyAlert(TM), OxyView and GasAlert(TM); referred to
hereinafter as our "BAFI(TM) product line") is a product that offers
technological innovations for various types of applications. Portable
pressurized gas systems are categorized as Diameter Index Safety Systems
(D.I.S.S.) and are used for various applications. For example, oxygen gas is
provided to patients for use in remote locations. This delivery system is a
standard medical application used in providing oxygen to patients suffering from
various respiratory and pulmonary diseases that result in oxygen deficiency
within their blood stream. Oxygen systems are prescribed by physicians and made
available through various manufacturers and oxygen suppliers.

We believe our clinical tests have shown that BAFI(TM) is reliable,
user-friendly and interfaces with most of the regulators available in the market
today. The BAFI(TM) interfaced with all oxygen cylinders.

The BAFI(TM) product line is unique in its ability to interface with most of
the regulators and all of the pressurized gas cylinders. The use of BAFI(TM)
product line provides reliability and safety for the patients and other users.
The user is periodically unaware of the pressure levels and for the first time
they can experience assurance through this real-time audio and visual warning
system.

BUSINESS OPPORTUNITY

The Company intends to market OxyAlert(TM) and OxyView within the Medical
Industry. According to the American Academy of Pulmonology and the New England
Journal of Medicine, Pulmonology Publication, the patient market alone is vast
and includes 8,000,000 patients in the United States and 22,000,000 world wide,
who use oxygen. There are multiple oxygen cylinders used per patient.


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With the elderly population doubling in 7 years and tripling in 15 years, the
market continues to substantially increase. Other markets for GasAlert(TM)
include millions of homes, barbeques, recreation vehicles, construction,
military bases, commercial and private aircraft's, and government facilities.
There is no recognized competition.

PROFESSIONAL PRODUCTS

The Company has ceased the production stage of BAFI(TM) itself (after conducting
the aforementioned clinical trials), but will soon have the ability to deliver
our BAFI(TM) product line to our various markets. The Company has established
direct sales and marketing programs with manufacturer reps, and medical product
distributors. Our direct marketing efforts will focus on a direct marketing
campaign, infomercials, television advertising and Internet marketing. The
Company has contract agreements with independent rep-organizations for a
regional sales network throughout North America, Asia and Pacific Rim.

The Company is prepared to promote sales of our product in certain international
markets. The BAFI(TM) product line has been issued United States Patents (except
OxyView, which has a patent pending). We do not have international patents (but
have applied for patents in China and Japan for OxyView). Company management
will prepare for an international market research report on the potential of its
product lines overseas. With this report, the Company can evaluate its position
to pursue compliance of ISO-9000 and CE certification for European countries. In
order to sell our products in Europe, we need to comply with the "ISO" standards
which all United States manufacturers must adhere to. The CE certification is
given upon the meeting the applicable ISO standard. It is anticipated that the
overseas market represents 50% of the world market for pressurized gas
cylinders.

Our clinical trials with Dr. Sheldon's patients have shown (in our opinion) that
the BAFI(TM) system is an accurate and cost effective, real-time, pressurized
gas warning system that will alert the user when the gas levels are approaching
empty. It offers a convenient method in warning users before the cylinders are
empty without the physical need to view the gauge. The BAFI(TM) components are
water resistant, salt spray resistant, heat resistant, durable and FDA approved.

INDUSTRY AND MARKETPLACE

The Company's BAFI(TM) product line falls into several categories including the
health care industry, building supplies industry, recreation vehicles industry
and aircraft industry. We are establishing distribution avenues in the medical
device industry, hospital and medical supplies, and the consumer and
institutional health care supplies market.

THE HEALTH CARE INDUSTRY

Since the mid-1960's, the costs of health care have risen in gross disproportion
to the general cost of living index. The United States alone spends almost $1
trillion annually on health care (from the United States Department of Health
and Human services web site). These expenditures are forecast to increase into
the foreseeable future, posing a serious threat to the economy as well as
financial health of families across the United States. A general consensus
exists that decisive action needs to be taken to strengthen existing control
measures and implement effective new proposals. It is our mission to provide
these solutions for today by developing a cost effective product line for all
applicable markets.

A significant contributing factor to the health care crisis has been the
escalating costs of new medical technologies and the resulting higher costs of
in-hospital patient care. One cost containment strategy that is clearly gaining
momentum is a reduction of technology costs, as well as an increase in
outpatient services. We believe our BAFI(TM) product line will contribute to
safety and cost containment within the medical market and further that our
BAFI(TM) product line will provide convenience and assurance while traveling
with the patient.


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The prohibitive costs of medical facilities have engendered the appearance of a
wide spectrum of consumer based home health care products and managed care
services. Such consumer activity reduces the economic burden of necessary health
care. The managed care industry has structured its primary care providers to act
as the "gate keeper". The BAFI(TM) product line will be targeted for the oxygen
supplier with referrals from a primary care provider and pulmonary specialist
through a manufacturing representative distribution network.

Government agencies and employer insurance liability carriers have incentive to
reduce bottom-line expenditures, thereby creating huge target markets for the
BAFI(TM) product line. We believe the BAFI(TM) product line will offer a more
cost-effective approach to decreasing the number of empty tanks as compared to
costs associated with accidental injuries from oxygen depletion and/or having to
re-prime empty tanks.

THE MARKET

THE GAS INDUSTRY IN GENERAL

According to discussions our management has had with officials of Allied Health
and Puritan Bennett, among the largest suppliers/manufacturers of gas regulators
and cylinders, the gas supply business represents annual revenues of $30 billion
and is mainly comprised of tank manufacturers, gauge & regulator manufacturers,
and gas suppliers. The Company's research has shown that the identified markets
would be interested in acquiring the BAFI(TM) system for their applications. The
physician market continues to have an interest in providing BAFI(TM) units to
their patients by means of assurance and safety.

The BAFI(TM) technology was designed as a compliment to the current method of
monitoring the pressure within gas cylinders. The BAFI(TM) unit is adjustable
and calibrated at 500PSI (pounds per square inch) in order to warn the user of
pressure levels that fall below 500 PSI. Most pressurized oxygen cylinders can
hold 3000 PSI of gas. The BAFI(TM) will not be activated until the pressure
reaches 500 PSI. This calibrated setting is coherent with the existing gauges
that are red-lined at 500PSI and is the current method for reading pressure.
BAFI(TM) works simultaneously with the gauge and provides the additional warning
system that is now necessary in today's market. There are many instances when
the user is not attentive to the pressure reading. There are both cost factors
and safety issues that result from having an empty cylinder. When tanks are
returned empty there are additional costs for priming the tank and replacing
parts. The assurance BAFI(TM) provides for the user is greatly enhanced.

OxyAlert(TM) improves the BAFI(TM) gauge methodology by allowing a digital
read-out with remote data transmission to other caregivers, as well as a safety
gauge, with additional visual and audio aids, that warns the user of low oxygen
levels. GasAlert(TM) applies the OxyAlert(TM)/BAFI(TM) technology to other types
of pressurized gas containers.

PRICING

The company plans to price the medical devices so that a 45-50% gross margin is
generated. The distributor price may likely be discounted from time to time
depending upon high volume commitments. We anticipate the retail cost of
OxyAlert(tm) will be in the $300-$400 range. GasAlert(TM)'s price has yet to be
determined, but will be considerably lower. OxyView is planned (to start)with a
retail price of under $20.

SALES AND MARKETING

Company management believes that the sales & marketing for
these systems could be achieved with a direct factory sales force. However, with
the implementation of our sales & marketing program, the increase of sales will
decrease production costs. The goal is to reduce the system manufacturing cost
and maintain margins. The Company has established relationships and contracts
with distribution and sales of its products and services through various
experienced distribution and marketing channels, including primarily medical
device marketing, government marketing and supplier outlets. The Company has
recently introduced the BAFI(TM) product line through the medium of direct
Internet marketing and advertising, which is gaining wide recognition as an
effective method of introducing products and driving customers to retail
distribution channels.

An integral part of the Company's marketing strategy, and a common theme to the
marketing plan, is its complete proprietary product offering. By offering a
proprietary line of products and services, and promoting cost-effective and
leading-edge identity, the Company can establish permanent residency in major
national and international medical supply outlets. This could afford the Company
less resistance to new products in the future.


                                       11
<PAGE>

BAFI(TM) PRODUCT LINE  MARKETING PROGRAM

The Company will have an initial national distribution plan. The plan will
entail the expansion of development and distribution of its products and
services, and the development of wholesale and retail distribution through an
experienced marketing network, medical supply outlets, government agencies and
managed care organizations. The plan will also seek to garner the support of the
medical community through the sponsorship of ongoing research of oxygen delivery
programs and devices. The Company continues to negotiate distribution programs
with large and experienced distributors.


         1.   Institutional Health Care Distribution


The Company's management has developed active relationships with physicians,
hospitals and various suppliers in the United States and has established a
direct sales channel designed to build a network of health care institutional
distribution to actively purchase the BAFI(TM) product line.

The Company is preparing to significantly expand its direct sales program to
government agencies, institutions, health care providers, hospitals, managed
care organizations, urgent care centers, skilled nursing facilities and private
industry. In doing so, management intends to appoint regional sales managers in
target regions throughout the United States. These regional sales managers will
be charged with executing the Company's direct sales efforts in their respective
territories, specifically establishing new, active accounts. The Company has
focused the early thrust of its expanded marketing program within the United
States. Management believes that this is the best current practical opportunity.

         2.   Retail Distribution

The Company has appointed independent representatives to represent its
products on a regional basis throughout the United States. Management will
continue to appoint other firms that have extensive physician/medical
penetration and experience with medical products and continue to gain
distribution through the vast and growing network of independent medical device
chain outlets.

         3.   International Marketing Program

The Company intends to expand its product line in certain international
markets. Management believes that the product is expected to be issued various
Foreign Patents and the regulatory approval to market in other countries.
Currently the company has engaged Kimihira, Shimada & Taylor, located in
Torrance, California, to seek distribution rights within Asia and the Pacific
Rim.

         4.   Direct Response Marketing Program

An integral part of the Company's sales and marketing strategy is the use of
direct medical response advertising ("infomercials") within physician waiting
rooms and internet web site exposure, to introduce our products to the
marketplace, achieve significant sales, and develop brand name recognition. An
infomercial can be described simply as a televised commercial or web site of up
to 6 minutes in length, which demonstrates a product or services and attempts to
motivate the viewer to call a toll free telephone number and order the product
or service. We are utilizing an infomercial for our Secure Balance(TM) products
and services and intend to produce infomercials for OxyAlert(TM), OxyView and
GasAlert(TM) as soon as we can.

The infomercial has proven itself to be capable of literally revitalizing
entire product categories. Because of its unique ability to provide for live
demonstration of a product to (up to) millions of people simultaneously; the
infomercial has transformed several previously small, sleepy product categories
into industry leading growth segments.


                                       12
<PAGE>

Unique to the infomercial marketing technique, products can generally be sold
at relatively high prices (compared to traditional retail) because the product's
usefulness and value can be established through demonstration. The higher price
of an infomercial product actually pays for the higher selling costs associated
with the purchase of media time.

Through our sales & marketing division, the Company has established a
relationship with several web site developers to establish a joint infomercial
marketing venture for the BAFI(TM) product line and services. The Company
intends to explore the advisability of establishing such an arrangement
regarding future products, as well as the prospects of developing our own
infomercial marketing program.

         5.   Independent Representative Network

A principal component of the BAFI(TM) marketing strategy involves distribution
of our product line through major national and regional medical marketing
networks. Company management, together with key senior consultants, has
extensive contacts and relationships with independent representative firms
throughout the United States. Ultimately, management intends to secure
distribution contracts with 400 or more brokers, marketing consultants, and
special instrument dealers (SID's) to spearhead the Company's sales campaign in
acceptable market areas in the United States. At such time as BAFI(TM) has
achieved adequate market penetration in the initial markets, and as production,
logistics, financing, and operational capabilities increase, the Company intends
to expand our market representation and continue to expand in new markets.

The Company has allocated a substantial portion of our distribution network,
advertising and promotion, including the production of 10 minute (and longer)
infomercials, and web sites designed to promote viewer ship of the infomercial
and product lines.

The Company has approached major medical supplies direct mail catalog houses,
and other magazine supply catalog operators for representation and sales through
such publications. The Company may choose to market through catalogs under a
special brand name.

         6.   Advertising & Promotion

The primary objective of the Company's planned advertising and promotional
endeavors is to establish the BAFI(TM) product line name and image as the top
manufacturer of leading-edge & cost effective gas warning alert system products
and services within the industry.

The Company's initial architecture for our advertising campaign is being built
around the perceived cost advantages of the BAFI(TM) product lines' systems,
including its applications and importance. The message will also seek to project
the preparedness and peace of mind that comes from owning the product dedicated
to their clinical and corporate liabilities.

Concurrently, management is of the opinion that these same efforts will
reinforce the Company's wholesale program by increasing brand name awareness
among chain and independent buyers. To accomplish these objectives, the Company
will employ a variety of proven marketing communications techniques, to include
but not be limited to, on-site demonstrations of the product, national &
regional exhibits, regional and local institutional advertising, and co-op
advertising and promotions.

COMPETITION

The BAFI(TM) product line constitutes unique warning devices. The audio and
visual warning system enhances the safety and assurance of all portable
pressurized gas delivery systems and continues to be compatible with all
portable pressurized gas cylinders as a compliment to their existing paradigm.

Our competition, as outlined in our patent search, comprises basically two
United States companies. However, neither company currently has a product for
the pressurized gas tank market, nor have they been able to deliver the designed
product they have claimed in an expired patent. Therefore, management believes
there are currently no competitors and that the market is wide open.


                                       13
<PAGE>

BAFI(TM) PRODUCT LINE PATENTS AND TRADEMARKS

The Company was notified by the US Patents and Trademarks Office that the patent
was issued on 10/24/2000 (Patent Number 6,137,417) and that the examiner had
approved all 20 claims. A second patent has been filed and approved. The name
BAFI(TM) has been trademarked.

The patent search revealed that there are no similar devices like BAFI(TM) for
portable oxygen gas cylinders. As end of this fiscal year, we are still not
aware of similar devices in the marketplace.

PRODUCT LIABILITY

Beginning with the design phase of product development, the Company has
incorporated preventive measures aimed at reducing its potential exposure to
liability risk. The Company's product development and manufacturing program
includes high product reliability standards meant to result in high mean times
between failures (MTBF). The company plans to achieve a high MTBF factor by
pursuing strict quality control procedures and by holding its manufacturing
partners to such high standards by written contract. By designing and
manufacturing a reliable, high quality product, the Company will minimize, but
not eliminate, the possibility and occurrence of defective products.

The manufacturing and marketing of the Company's products, incorporating new
and unproved technology, has inherent risk. No one can be sure how each product
will operate over time and under various conditions of actual use. Even if the
products are successfully manufactured and marketed, the occurrence of warranty
or product liability, or retraction of market acceptance due to product failure
or failure of the product to meet expectations could prevent the Company from
ever becoming profitable. Development of new technologies for manufacture is
frequently subject to unforeseen expenses, difficulties and complications, and
in some cases such development cannot be accomplished. In the opinion of
management, the products, and services, as designed, has many positive
attributes, but such attributes must be balanced against limited field operating
experience and unknown technological changes.

GOVERNMENT REGULATION

MEDICAL DEVICE APPROVAL PROCESS. Medical devices are regulated by the Food and
Drug Administration ("FDA") according to their classification. The FDA
classifies a medical device into one of three categories based on the device's
risk and what is known about the device. The three categories are as follows:

         o    Class I devices are generally lower risk products for which
              sufficient information exists establishing that general regulatory
              controls provide reasonable assurance of safety and effectiveness.
              Most class I devices are exempt from the requirement for
              pre-market notification under section 510(k) of the Federal Food,
              Drug, and Cosmetic Act. FDA clearance of a pre-market notification
              is necessary prior to marketing a non-exempt class I device in the
              United States.

         o    Class II devices are devices for which general regulatory controls
              are insufficient to provide a reasonable assurance of safety and
              effectiveness and for which there is sufficient information to
              establish special controls, such as guidance documents or
              performance standards, to provide a reasonable assurance of safety
              and effectiveness. A 510(k) clearance is necessary prior to
              marketing a non-exempt class II device in the United States.

         o    Class III devices are devices for which there is insufficient
              information demonstrating that general and special controls will
              provide a reasonable assurance of safety and effectiveness and
              which are life-sustaining, life-supporting or implantable devices,
              or devices posing substantial risk. Unless a device is a
              preamendments device that is not subject to a regulation requiring
              a Premarket Approval ("PMA"), the FDA generally must approve a PMA
              prior to the marketing of a class III device in the United States.


The company's BAFI(TM) product line and Secure Balance(TM) are "Class-II"
devices.

LABELING AND ADVERTISING. The nature of marketing claims that the FDA will
permit us to make in the labeling and advertising of our medical devices will be
limited to those specified in our FDA 510(k)s. Should be make claims exceeding
those that are warranted, such claims will constitute a violation of the Federal
Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug, and


                                       14
<PAGE>

Cosmetics Act, Public Health Service Act, or regulatory requirements at any time
during the product development process, approval process, or after approval may
result in agency enforcement actions, including voluntary or mandatory recall,
license suspension or revocation, 510(k) withdrawal, seizure of products, fines,
injunctions and/or civil or criminal penalties. Any agency enforcement action
could have a material adverse effect on us. The advertising of our products will
also be subject to regulation by the Federal Trade Commission, under the FTC
Act. The FTC Act prohibits unfair methods of competition and unfair or deceptive
acts in or affecting commerce. Violations of the FTC Act, such as failure to
have substantiation for product claims, would subject us to a variety of
enforcement actions, including compulsory process, cease and desist orders, and
injunctions. FTC enforcement can result in orders requiring, among other things,
limits on advertising, corrective advertising, consumer redress, and
restitution. Violations of FTC enforcement orders can result in substantial
fines or other penalties.

FOREIGN REGULATION. Outside the United States, our ability to market our
products will also depend on receiving marketing authorizations from the
appropriate regulatory authorities. The foreign regulatory approval process
includes all of the risks associated with FDA procedures described above. The
requirements governing the conduct of clinical trials and marketing
authorization vary widely from country to country.

INTELLECTUAL PROPERTY

Patents, trademarks and trade secrets are essential to the profitability of our
products, and our company policy is to pursue intellectual property protection
aggressively for all our products. We have 2 patents for our BAFI(TM) product
line. We have a total of 4 trademarks for our products. A summary of the patents
and trademarks is provided in the following table:

TRADEMARKS

1. Mark      OXYALERT (Block letters)

Ser./App. No. 78-609846

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date:  April 15, 2005

2. Mark      GASALERT (Block letters)

Ser./App. No. 78-609809

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing Date:  April 15, 2005

3. Mark      SECURE BALANCE (Block letters)

Ser./App. No. 78-570158

Int'l Class 10 - Medical Apparatus Goods/Services

MEDICAL DIAGNOSTIC EQUIPMENT FOR VESTIBULAR FUNCTION TESTING AND DYNAMIC
POSTUROGRAPHY AND RELATED SOFTWARE SOLD AS A UNIT, AND INSTALLATION AND TRAINING
IN THE USE THEREOF

Filing date:  February 17, 2005

4. Mark      BAFI

Ser./App. No. 75-873947

Registration No. 2406214

Int'l Class 9 - Electrical and Scientific Apparatus Goods/Services


                                       15
<PAGE>

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date:  December 18, 1999

Registration date:  November 21, 2000

UNITED STATES PATENTS                 ABSTRACT

Patent No. 6,137,417                  A warning device configured for removable
                                      mounting in combination with a high
Date issued:  October 24, 2000        pressure gas cylinder and a regulator used
                                      to regulate the high pressure gas supplied
Date expires:  May 24, 2019           by the cylinder. The device compression
                                      mounts between the regulator and tank
                                      outlet on conventional portable oxygen and
                                      gas supply systems using a specially
                                      configured manifold.

                                      The device features one or a combination
                                      of alarms, from a group including audio,
                                      visual, electronic and remotely
                                      transmitted alarms.

                                      These alarms are activated by a pressure
                                      switch monitoring the remaining supply in
                                      the gas cylinder through a conduit in the
                                      manifold.

                                      The alarm signal from the device alerts
                                      the user, or a third party monitoring the
                                      user, of current tank pressure or will
                                      sound an alarm when remaining high
                                      pressure gas inside the gas cylinder drops
                                      below a predetermined level.


Patent No. 6,326,896 B1               A warning device configured for removable
                                      mounting in combination with a high
Date issued: December 4, 2001         pressure gas cylinder and a regulator used
                                      to regulate the high pressure gas supplied
Date expires:  October 24, 2020       by the cylinder.

                                      The device compression mounts between the
                                      regulator and tank outlet on conventional
                                      portable oxygen and gas supply systems
                                      using a specially configured manifold.

                                      The device features one or a combination
                                      of alarms, from a group including audio,
                                      visual, electronic and remotely
                                      transmitted alarms.

                                      These alarms are activated by a pressure
                                      switch monitoring the remaining supply in
                                      the gas cylinder through a conduit in the
                                      manifold.

                                      The alarm signal from the device alerts
                                      the user, or a third party monitoring the
                                      user, of current tank pressure or will
                                      sound an alarm when remaining high
                                      pressure gas inside the gas cylinder drops
                                      below a predetermined level.


A U.S. Provisional Patent, #60/780980, has been issued for OxyView.
Additionally, a U.S. formal patent application has been submitted along with
formal applications to China and Japan. We also have U.S. trademarks pending for
both OxyView and Pure Produce.

MANUFACTURING

We do not manufacture our products in-house. We have or will have contracts for
the manufacture of our products (depending on the product).

EMPLOYEES

We have no employees. Our Company is basically a holding company (formed in
Georgia) that owns or has rights to certain proprietary products and operates
our business through another company with our same name, Ingen Technologies,
Inc., a Nevada company. As of May 31, 2006, Ingen Technologies, Inc., the Nevada
company, has one full time employee, Mr. Scott R. Sand, our CEO, Founder and
Chairman. Mr. Sand is actually paid a monthly draw (see Item 10. - Executive


                                       16
<PAGE>

Compensation); the Company does not withhold taxes from his draw. Our Secure
Balance(TM) systems (the equipment) are sold to us for re-sale on a "private
label" basis, we have no part in the design or manufacture of the systems. We
hire sales reps to sell Secure Balance(TM). These reps are paid on a contractual
basis and are not technically our employees. We will out-source the
manufacturing of our OxyAlert(TM), OxyView and GasAlert(TM) products and will
sell these products utilizing a distribution network that will not include the
use of Company employees.

HISTORY

Our Company was incorporated under the laws of the state of Georgia in 1995
under the name Classic Restaurants International, Inc. We changed our name in
1998 to Creative Recycling Technologies, Inc. Our business plan changed from the
restaurant business to recycling along with our name change. We had little
business activity and no sales. Our business was dormant from the late 1990's
into the first calendar quarter of 2004.

In March of 2004, we merged with (purchased all the stock of) a Nevada company,
Ingen Technologies, Inc. Ingen Technologies, Inc. survived as a Nevada company
for the sole purpose of operating our new business. However, we remained a
Georgia company, with completely new management and an active business plan in
the medical devices industry (operated by the Nevada company with the same
name). Shortly thereafter, we changed our name to Ingen Technologies, Inc.

Ingen Technologies, Inc., the Nevada company, was founded by Scott R. Sand in
1999. Upon the merger with our Georgia company, Mr. Sand came on board as Chief
Executive Officer and Chairman of the Board of Directors, positions he maintains
today. Mr. Sand owns a small portion of our outstanding common shares (325,000
shares; slightly more than 1% of the 29,609,610 common shares outstanding as of
May 31, 2006). However, he owns 67% of our issued preferred shares (9,498,183 of
14,134,547 shares) which vote on a one-vote-per-share basis along with our
common shares. As of May 31, 2006, Mr. Sand owns 22.46% of our outstanding
voting shares.

Prior to the merger in March of 2004, Mr. Sand financed the research and
development of our product lines and operation of the business within Ingen
Technologies, Inc, of Nevada. From its inception in 1999 up through and into our
fiscal year 2004, Mr. Sand supplied cash loans of $72,000 and deferred
management compensation of $306,000. Mr. Jeffrey Gleckman, another of our
preferred shareholder, contributed approximately $300,000 to the company (in
exchange for his preferred shares).

We have not filed all of our required periodic reporting under the Securities
Exchange Act of 1934. CRTZ stopped periodic reporting during 1998. After the
merger, we commenced periodic reporting again on November 7, 2005. Our fiscal
year is from June 1 to May 31. We have filed Form 10-KSBs for our fiscal years
2004 and 2005 and the 3 Form 10-QSBs for fiscal years 2004 and 2005 and the
first three quarters of fiscal year 2006, as well as other documents as
contained on EDGAR. We are currently attempting to gather information from
former CRTZ officials, attorneys and accountants so that our auditors can
complete back financial statements and our legal counsel can complete and file
the remaining back reporting documents. See "Risk Factors."

We made major adjustments to our capital structure toward the end of 2005. We
reduced the number of authorized common shares from 500 million to 100 million.
The number of authorized preferred shares remained unchanged at 40 million. Our
shareholders authorized a reverse split of common shares on a ratio of 40 into
1; thereby reducing the number of issued shares from 488,037,593 to 12,201,138.
We also reverse split our preferred shares on a ratio of 3 into 1, reducing our
issued preferred shares from 39.9 million to 13.3 million. Our preferred shares
are convertible into common shares on a 1 into 1 basis. Our preferred shares are
entitled to vote on an equal footing with common shares on all matters for which
shareholder voting input is required. Trading of our common stock under the
symbol "IGTN" ended on December 5, 2005. Trading commenced again on December 8,
2005, and continues, under our new trading symbol "IGTG."

We had private placement sales of our securities totaling $1,661,950 during our
last fiscal year (ending May 31, 2006).

ITEM 2. PROPERTIES

We do not own real property. We lease approximately 1000 square feet of office
space in Yucaipa, California at a current rental rate of approximately $775 per
month. This written lease expires on April 1, 2008. We also rent, on an oral
month-to-month basis, a portion of Scott R. Sand's personal residence as a
second office for Mr. Sand and for storage space. The rental on this facility is
$1400 per month for about 1200 square feet of office and storage space. These
facilities are adequate for our current requirements.

ITEM 3. LEGAL PROCEEDINGS

We are not currently a party to any material pending litigation or other
material legal proceeding. We may from time to time become a party to legal
proceedings arising in the ordinary course of our business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 31, 2006, in a special meeting, shareholders voted to reduce the
number of authorized common shares from 500 million to 100 million; to reverse
split the number of issued common shares on a 40 into 1 ratio; and to reverse
split the issued preferred shares on a 3 into 1 basis.


                                       17
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                               MARKET INFORMATION

Our common stock trades on the "Pink Sheets." The following table was supplied
to us by Pink Sheets management and sets forth the high and low prices for our
common stock as reported from June of 2004 to May 31 of 2006 (our last two
fiscal years). The quotations reflect inter-dealer prices and may not reflect
adjustments for retail markups, markdowns, or commissions and may not reflect
actual transactions.


TRADING INFORMATION AS REPORTED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS COMPOSITE FEED OR OTHER QUALIFIED INTER-DEALER QUOTATION MEDIUM. THE
PRIMARY STOCK MARKET LISTING IS NOTED.

ISSUE: INGEN TECHNOLOGIES, INC.             ( GA. )                       COMMON
( FORMERLY: CREATIVE RECYCLING TECHNOLOGIES, INC. )
--------------------------------------------------------------------------------

NON-NASDAQ OTC:

BID QUOTATIONS

                                                   CLOSING BID
2004                       HIGH                                           LOW
----                       --------------------------------------------------

JUNE 1
THRU                       .125                                          .06
AUG. 31

SEPT. 1
THRU                       .0775                                         .037
NOV. 30

DEC. 1
THRU                       .046                                          .016
FEB. 28, 2005

2005
----

MAR. 1
THRU                       .021                                          .0051
MAY 31

JUNE 1
THRU                       .041                                          .0026
AUG. 31

SEPT 1
THRU                       .055                                          .0034
NOV. 30

DEC. 1
THRU                       .0045                                         .0027
Dec. 5
(last day of
Trading before
Reverse split)

Dec. 8
(first day of              .12                                           .06
Trading after
Reverse split)

2006

DEC. 9
THRU                       .27                                           .08
Feb. 28, 2006

Mar. 1, 2006
THRU
May 31, 2006              .44                                           .065


                                       18
<PAGE>

On May 31, 2006, there were 593 stockholders of record of our common stock. This
number does not include beneficial owners of the common stock whose shares may
be held in the names of various dealers, clearing agencies, banks, brokers and
other fiduciaries.

We did not pay dividends during our fiscal year 2006.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

THE DISCUSSION IN THIS SECTION CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING
NATURE RELATING TO FUTURE EVENTS OR OUR FUTURE PERFORMANCE. WORDS SUCH AS
"ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "MAY" AND SIMILAR
EXPRESSIONS OR VARIATIONS OF SUCH WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING
STATEMENTS, BUT ARE NOT THE ONLY MEANS OF IDENTIFYING FORWARD-LOOKING
STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND THAT ACTUAL EVENTS OR
RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, YOU SHOULD
SPECIFICALLY CONSIDER VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE
MATTERS SET FORTH UNDER THE CAPTION "BUSINESS RISKS," WHICH COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and (planned for) abroad. We have four products
in production or planned, one of which has had sales in at least the last two
fiscal years (Secure Balance(TM)). The others are oxygen and gas monitoring
safety devices that we have developed over the last few years and expect to
begin selling in calendar year 2006 and 2007 (except GasAlert, for which we do
not have a current time table).

We have had sales revenues in each of our last two fiscal years of $794,314 in
2005 and $846,783 in 2006. We have reversed the slight downward trend in our
sales figures from fiscal year 2004 to 2005, with a slightly larger figure in
2006. We expect this upswing in sales to continue for our current fiscal year
and beyond as we build our Secure Balance(TM) brand recognition in the market
and intensify our efforts for market penetration.

We have had significant losses since inception. Our net loss in fiscal year 2006
was $1,602,027 and in 2005 was $307,255. We anticipate that we will incur
substantial additional operating losses in our fiscal year 2007 as we wrap up
our research and development of our BAFI(TM) product line, begin manufacturing
and marketing of OxyView and OxyAlert and continue to seek an increase in Secure
Balance(TM) sales. We also have substantial legal and accounting costs as we
continue our effort to catch up on past due quarterly and annual reports with
the SEC, as well as the filing of a SB-2 offering in April of 2006.

As of May 31, 2006, we had an accumulated deficit of $8,168,827 in fiscal year
2006 (up from $6,565,391 in 2005). We expected to narrow the amount of increase
in our accumulated deficit in 2006 or perhaps even begin to see a slight
reduction in our accumulated deficit. However, our sales did not increase enough
to do so and in addition to the legal and accounting expenses mentioned above,
we also had significant expenditures to ready OxyView for production (planned
for later of this calendar year).


                                       19
<PAGE>

Our reverse merger was completed in March of 2004. We issued new shares of
common stock to those incoming shareholders from Ingen Technologies, Inc. of
Nevada. Immediately after the merger, there were 87,332,593 common shares
outstanding. The Nevada company remains in existence as our wholly owned
subsidiary and as previously mentioned, we operate our businesses through the
Nevada "Ingen" (meaning our operations banking accounts and federal EIN numbers
are held by our Nevada subsidiary). For accounting purposes, our audited
financial statements are consolidated and represent the results of both our
Georgia and Nevada companies of the same name.

We filed a Form SB-2 with the SEC on April 5, 2006. We are offering up to $5
million worth of our common stock on a best efforts basis. Three selling
shareholders named in the filing are offering to sell up to 3,666,666 shares of
common stock. If sold, the company would not receive the proceeds from the sale
of these shares. In addition, one of our attorneys is registering 986,805 shares
of common stock and another 2,100,000 shares of common stock (available for sale
after the exercise of options); if sold, we would not be receiving proceeds from
the sale of any of these shares. In total, the company is registering (by filing
the SB-2) common shares for sale by us and for sale by shareholders that, if all
were to be sold, would have a purchase price of $6,350,694.32 (at the price of
our common shares on the day before we filed the SB-2).

JPC Capital Partners, Inc. is a registered broker-dealer ("JPC"), and is an
"underwriter" within the meaning of the Securities Act of 1933 in connection
with the sale of common stock in the SB-2. JPC has a non-exclusive, best efforts
agreement with us for the offer and sale of up to $5 million in company equity.
With the exception of JPC, no other underwriter or person has been engaged to
specifically facilitate the sale of shares of common stock in the SB-2 offering.
JPC is entitled to a commission of 10% of the sale price of all stock sold by it
as offered ultimately in the prospectus. If the entire $5 million of common
shares is sold by JPC, the firm will receive commissions totaling $500,000. At
$0.20 per share, the commission per share would be $0.02. The commission on a
minimum $500 purchase of shares would be $50.00.

If we sell all the stock we are offering in the SB-2 (assuming we are able to
secure an effective date to begin selling the stock), the offering will yield
$5,000,000 in proceeds to us. We will pay up to $500,000 in commissions. Of the
remaining $4,500,000 (in priority order if less than the $5 million in stock is
sold), we estimate that we will use $600,000 for general and administrative;
$500,000 for legal, accounting, FDA consultant and other professionals, $700,000
in BAFI(TM) product line manufacturing costs, $600,000 in advertising for Secure
Balance(TM), OxyView and OxyAlert(TM); $2,000,000 for the establishment of a
Pure Produce facility and its operation; with a $100,000 contingency.

Generally, our business plan for the next twelve months, with or without
proceeds from the sale of stock pursuant to our SB-2 filing, is to continue our
efforts to increase the market share Secure Balance(TM) and to begin world-wide
sales of our BAFI(TM) product line. In particular, we are readying OxyView for
manufacture and sale to commence later this calendar year.

PLAN OF OPERATION FOR OXYVIEW

OxyView is a proprietary medical product with a United States, Chinese and
Japanese Patent (and U.S. Trademark) Pending that measures the accuracy of
oxygen flow-rate for patients using oxygen during surgery, hospitalization, and
outpatient oxygen therapy. OxyView is a disposable pneumatic analog gauge that
measures the oxygen flow-rate close to the patient. It allows the medical staff
and patient to quickly determine any malfunction of oxygen flow-rate between the
source and the patient. OxyView can be used with any oxygen delivery source and
has additional markets in aviation, fire fighting, and military.


                                       20
<PAGE>

According to a 2002 report of the Department of Health and Human Resources,
there are over 5,000 oxygen cannulas used every day in hospitals and surgical
rooms, and over 8 million patients using oxygen as outpatient therapy for a
variety of pulmonary diseases. The hospitals and surgical staff are required to
dispose of the units per OSHA regulations. OxyView is a product that is
clean-packaged and disposable.

All of our manufacturing tooling and ultimately the manufacturing process
itself, is out-sourced. We are estimating that we'll spend $260,000 in 2006
getting OxyView manufacturing equipment (called manufacturing molds) ready for
production. We've budgeted $114,000 for product molding tooling, about $88,000
for assembly of the manufacturing unit and a sonic welder and about $58,000 for
special printing around the cylinder and piston face. We will be able to order
the commencement of manufacturing of OxyView units when the manufacturing molds
are completed. We plan to order 250,000 OxyView units in our first manufacturing
run. Once manufacturing commences, we anticipate about 2 weeks before product
will be ready for shipping to customers. We do not have to file a 510(k)
pre-market notification with the Food and Drug Administration for this
particular product (because it is a monitoring device).

Our retail sales effort will be through independent sales people and entities.
We do not plan to hire Ingen employees to sell OxyView. OxyView retail pricing
will start at $14.95/unit (per our current plan). As long as we meet our timing
goal for the commencement of manufacturing and have funds available for
advertising, the Company anticipates penetrating 10% of the market throughout
the calendar year of 2006. If we meet these goals, we will have $2.8 million in
sales to hospitals and surgical facilities, and another $12 million sold to
oxygen suppliers/medical supply chains for patients using outpatient oxygen
therapy during the first year. There is no guarantee that we will be able to
meet our immediate goals for OxyView.

The elderly population will increase dramatically over the next 10 years. The
majority of pulmonary diseases reside within our elderly population over 55.
OxyView, once in production, will be available to all patients of any age. With
the increasing problems of medical malpractice law suits, OxyView provides
additional means to assist with the prevention of various medical malpractice
issues related to oxygen therapy and provides a means to assure proper and
accurate oxygen delivery to patients.

We do not plan to hire employees to manufacture, ship or sell OxyView. All of
these functions will be performed by companies and individuals that we contract
with on an independent contractor, or outside sales representative, basis.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our audited,
consolidated financial statements. Certain of our policies require the
application of management judgment in making estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
disclosures made in the accompanying notes. Those estimates and assumptions are
based on historical


                                       21
<PAGE>

experience and various other factors deemed to be applicable and reasonable
under the circumstances. The use of judgment in determining such estimates and
assumptions is by nature, subject to a degree of uncertainty. Accordingly,
actual results could differ from the estimates made. Our significant accounting
policies include:

STOCK-BASED COMPENSATION

As a result of the recent adoption by the Financial Accounting Standards Board
of SFAS No. 123 (revised 2004) "Share-Based Payment," or SFAS No. 123(R), we
are required, beginning in our fiscal quarter ending February of 2006, to
apply the fair value method as prescribed in SFAS No. 123(R). Although our
adoption of SFAS No. 123(R) could have a material impact on our financial
position and results of operations, we do not foresee a large potential impact
from adopting this statement.

ALLOCATION OF COSTS

We allocate certain indirect costs associated with support activities such as
the rent and utilities for facilities. These costs are allocated between
research and development expense and general and administrative expense based on
headcount and/or square footage.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have off-balance sheet arrangements, financings, or other
relationships with unconsolidated entities or other persons, also known as
"special purpose entities" (SPEs).

RESULTS OF OPERATIONS

We had $846,783 in sales in fiscal year 2006. Our cost of sales was $301,118 in
2006, up from $296,565 in fiscal year 2005 when we had $794,314 in sales. As a
result, our gross profit increased to $545,6654 in 2006; up from $497,749 in
2005. Our selling, general and administrative expenses increased substantially
in 2006 to $2,143,840 (up from $770,692 in 2005 and $1,338,488 in 2004). This
can be attributed primarily to the factors mentioned in the Overview section
above; a re-dedication of funds to tool and prepare OxyView for manufacturing
and sales, more funds expended in our efforts to expand Secure Balance market
penetration, and extensive legal and accounting costs associated with our SEC
periodic reporting obligations (current and past due), as well as the filing of
our Form SB-2 in April of 2006.

With no amortization of intangible assets and impairment loss in 2006, our
operating loss was up from $289,884 in 2005 to $1,598,175 this fiscal year. We
believe our operating costs will remain about the same in fiscal year 2007, but
expect our operating loss to decrease (if we continue our Secure Balance sales
upswing and due to sales of OxyView, as well as OxyAlert, the latter only if
funds allow), with a goal of turning a profit as soon as possible.

We have not generated profits to date and therefore have not paid any federal
income taxes since inception. We paid $800 minimum franchise tax in California
in years 2005 and 2006. As of May 31, 2005, our federal tax net operating loss
carryforward was $1,406,771 ($3,009,598 in 2006), which will begin to expire in
2019, if not utilized. Our ability to utilize our net operating loss and tax
credit carryforwards may become subject to limitation in the event of a change
in ownership.

LIQUIDITY AND CAPITAL RESOURCES

We financed our operations in fiscal year 2006 through $846,783 of sales of
Secure Balance and private placement common stock sales totaling $1,661,950. We
utilized $144,000 in stock sales and $794,314 in sales during our fiscal year
2005. In years past, prior to the commencement of Secure Balance(TM) sales, we
relied on loans and deferments from our CEO and Chairman Scott R. Sand and the
aforementioned approximate $300,000 investment of Mr. Gleckman. From June 10,
1999 to March 31, 2004, Mr. Sand provided "Ingen Nevada," and then "Ingen
Georgia" (after our reverse merger; for a short period of time) with a total of
$72,000 in cash loans and $360,000 in deferred executive compensation. Mr. Sand
drew $54,000 in compensation over this time period. We owed Mr. Sand $356,000 in
accrued officer's compensation in 2005 and $112,000 in 2006. This reduction was
achieved through the issuance of preferred shares to Mr. Sand.


                                       22
<PAGE>

Our future cash requirements will depend on many factors, including finishing
our research and development programs for our BAFI(TM) product line (largely
completed, at least for OxyView), the costs involved in filing, prosecuting and
enforcing patents, competing technological and market developments and the cost
of product commercialization for OxyView in particular, and OxyAlert, as well as
our ongoing Secure Balance(TM) sales effort. We do not expect to generate a
positive cash flow from operations until our anticipated commercial launch of
our BAFI(TM) product line (planned for calendar year 2006) and possibly later
given the expected cost of commercializing our products. We intend to seek
additional funding through public or private financing transactions. Successful
future operations are subject to a number of technical and business risks,
including our continued ability to obtain future funding, satisfactory product
development and market acceptance for our products. See "Business Risks" below.

OTHER FINANCINGS

As mentioned above, we have filed, on April 5, 2006, a $5 million "best efforts"
public offering with the SEC, utilizing Form SB-2. Use of proceeds from this
offering, if an effective date is attained and if we sell out the offering, is
also discussed above.

The actual costs within each category of the SB-2 Use of Proceeds and our total
costs of operation for fiscal year 2007 may vary significantly from the
estimates set forth above based on the factors discussed herein. We have
declined to project sales of Secure Balance(TM), OxyView and OxyAlert(TM).


                                       23
<PAGE>

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

The United States has an increasingly elderly population. Our Secure Balance(TM)
and BAFI(TM) product line (except GasAlert(TM) which targets the entire adult
population) are made to meet some of the challenges and circumstances
experienced by our senior citizens. As a result, we expect our sales to increase
in time in reflection of this positive trend.

Management also believes that our products provide increasing protection in
relation to medical malpractice issues. Use of our Secure Balance(TM) system and
OxyAlert(TM) and OxyView products enhance the safety of patients, and therefore,
we believe, lessen the chances of medical malpractice exposure to our physician
clients.

We have been developing our BAFI(TM) product line since 1999. Now, some 7 years
later, we still have not identified competition in the marketplace for our
BAFI(TM) product line. The lack of competition is expected to enhance our
planned marketing campaign.

We believe that Secure Balance(TM) is now among the leaders in the balance and
fall prevention industry. We expect to be able to capitalize on this notoriety
and increase our Secure Balance(TM) sales in fiscal year 2007 and beyond.

Negative Trends:

Our product sales are impacted by Medicare, and are Medicare dependent. Adverse
economic conditions, federal budgetary concerns and politics can affect Medicare
regulations and could negatively impact our product sales.

SEASONAL ASPECTS THAT EFFECT MAY IMPACT OUR MEDICAL MARKET

Traditionally, the medical market experiences an economic decrease in purchasing
during the summer months. Peak months are usually October through February,
followed by a decrease from March to May. This is the common "bell curve" that
has been consistent for several decades and will affect our sales during the
course of a year.

OUR SECURE BALANCE(TM) LEASING AND FINANCING PROGRAMS

Our Secure Balance(TM) Leasing and Financing Programs are offered to allow our
physician and medical facility clients a variety of affordable leasing and
financing options. Our financing option includes a 90 day deferral program,
giving clients a chance to earn revenues from Secure Balance(TM) before payments
are due. Please see our website to see the particulars of these financing
options.

PURE PRODUCE - A DEVELOPING PRODUCT

We have an agreement in place with AgroWorx, Inc., a company affiliated with one
our directors, Christopher A. Worth. This agreement relates to Pure Produce, an
AgroWorx line of plant products. We will work in concert with AgroWorx to
develop production facilities and market the products grown therein.  The amount
of funding anticipated for the project is as much as $2 million to construct and
operate a production facility.


                                       24
<PAGE>

The first Ingen Technologies, Inc. Pure Produce facility will be designed to
offer vegetable growth efficiency, without pesticides. The Agro-facility will
offer the most efficient use of water and energy conservation technologically
available, while offering the best method for insulator towards food security
available to us.

The main competitive advantage of the facility, if operational, will be to
deliver off-season, high profit margin gourmet vegetables, herbs and edible
flowers. The produce grown can be customized for local consumption or be grown
for specific export markets.

PLAN OF OPERATION FOR PURE PRODUCE

We have decided to move Pure Produce on the "front burner" in terms of planned
expenditures for development (assuming funds are available from our SB-2
offering filed on April 5, 2006).

The Pure Produce product is a continuing research & development program
currently under design. This program uses hydroponics and aeroponics technology
to grow various plants and herbs without the use of soil, fertilizer and other
chemicals. The company anticipates entering the nutriceutical and pharmaceutical
markets over the next two years. If we are able to complete our contemplated
public stock registration this fiscal year, the amount of funding anticipated
for the project is as much as $2 million to construct and operate our first Pure
Produce facility.


                                       25
<PAGE>

The facilities themselves will be built with traditional construction methods
and designed for multiple uses (the better for re-sale and appraisal purposes).
We intend to lease the facility, once constructed, to Pure Produce. Our
prototype building design will be about for about 12,000 square feet, with room
for delivery truck and staff parking, on a minimum half acre of land (up to 2
acres if we build a larger facility later, perhaps double the size of our
prototype).

We anticipate hiring staff to plant and grow the produce (one person per
facility), to maintain the premises (one person per facility), to sell the
produce (one person per facility, unless the facilities are near enough to each
other or share the same immediate market area). Temporary help will be hired
when the produce is planted and harvested. We anticipate hiring 3 full-time
employees to staff our first Pure Produce facility. One of our directors,
Christopher Wirth, will be paid $3000 per month as a consultant.

We will need additional investment (equity and/or debt) and/or Pure Produce net
earnings to construct and operate more than one Pure Produce facility.

NEW EMPLOYEES

As mentioned above, we will hire new employees for Pure Produce if funding is
secured.

NEW ACCOUNTING PRONOUNCEMENTS

The possible effect on our financial statements of new accounting pronouncements
that have been issued for future implementation is discussed in the footnotes to
our audited financial statements (see Note 2).

                                 BUSINESS RISKS

The following is a summary of the many risks and uncertainties we face in our
business. You should carefully read these risks and uncertainties as well as the
other information in this report in evaluating our business and its prospects.

WE HAVE A HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT, AND WE MAY NOT
ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

We have experienced significant operating losses in each period since our
inception. As of May 31, 2006, we have incurred total accumulated losses of
$8,168,218. We expect these losses to continue and it is uncertain when, if
ever, we will become profitable. These losses have resulted principally from
costs incurred in research and development and from general and administrative
costs associated with operations. We expect to incur increasing operating losses
in the future as a result of expenses associated with research and product
development as well as general and administrative costs. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis.

WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR GROWTH, AND RAISING
SUCH CAPITAL WILL LIKELY CAUSE SUBSTANTIAL DILUTION TO EXISTING STOCKHOLDERS. IF
ADDITIONAL CAPITAL IS NOT AVAILABLE, WE MAY HAVE TO CURTAIL OR CEASE OPERATIONS.

Our current plans indicate we will need significant additional capital for
research and development and market penetration before we have any anticipated
revenue generated from our BAFI(TM) product line. The actual amount of funds
that we will need will be determined by many factors, some of which are beyond
our control, and we may need funds sooner than currently anticipated. These
factors include:

         o    the extent to which we enter into licensing arrangements,
              collaborations or joint ventures;

         o    our progress with research and development;

         o    the costs and timing of obtaining new patent rights (if any);

         o    cost of continuing operations and sales;

         o    the extent to which we acquire or license other technologies; and

         o    regulatory changes and competition and technological developments
              in the market.

We will be relying on future securities sales to enable us to grow and reach
profitability. There is no guarantee we will be able to sell our securities.

WE HAVE RELIED ON CAPITAL CONTRIBUTED BY RELATED PARTIES, AND SUCH CAPITAL MAY
NOT BE AVAILABLE IN THE FUTURE.


                                       26
<PAGE>

We have relied on loans and compensation deferrals from our CEO and Chairman,
Scott R. Sand, and investment from Jeffrey Gleckman, to sustain us from 1999
into fiscal year 2004. Although we have paid much of these loans from Mr. Sand
back, we may be unable to repay the remainder as planned and may have to look
again to Mr. Sand for assistance in financing if our securities sales don't go
as planned. There is no guarantee that Mr. Sand will have financial resources
available to assist in our funding.

WE ARE SUBJECT TO NEW CORPORATE GOVERNANCE AND INTERNAL CONTROLS REPORTING
REQUIREMENTS, AND OUR COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY
WITH EXISTING AND FUTURE REQUIREMENTS COULD ADVERSELY AFFECT OUR BUSINESS.

We face new corporate governance requirements under the Sarbanes-Oxley Act of
2002, as well as new rules and regulations subsequently adopted by the SEC.
These laws, rules and regulations continue to evolve and may become increasingly
stringent in the future. In particular, we will be required to include
management and auditor reports on internal controls as part of our annual report
for the year ended December 31, 2006 pursuant to Section 404 of the
Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply
with these laws, rules and regulations that address corporate governance,
internal control reporting and similar matters. Failure to comply with these
laws, rules and regulations could materially adversely affect our reputation,
financial condition and the value of our securities.

OUR PRODUCTS MAY NOT BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED, WHICH WOULD
HARM US AND FORCE US TO CURTAIL OR CEASE OPERATIONS.

We are a relatively new company and our BAFI(TM) product line in particular is
still in the late stages of development (we still need manufacturing
prototypes). These products, once marketing commences, may not be successfully
developed or commercialized on a timely basis, or at all. If we are unable, for
technological or other reasons, to complete the development, introduction or
scale-up of manufacturing of these products or other potential products, or if
our products do not achieve a significant level of market acceptance, we would
be forced to curtail or cease operations. Even if we develop our products for
commercial use, we may not be able to develop products that:

         o    are accepted by, and marketed successfully to, the medical
              marketplace;

         o    are safe and effective;

         o    are protected from competition by others;

         o    do not infringe the intellectual property rights of others;

         o    are developed prior to the successful marketing of similar
              products by competitors; or

         o    can be manufactured in sufficient quantities or at a reasonable
              cost.


WE MAY NOT BE ABLE TO FORM AND MAINTAIN THE COLLABORATIVE RELATIONSHIPS THAT OUR
BUSINESS STRATEGY REQUIRES, AND IF WE CANNOT DO SO, OUR ABILITY TO DEVELOP
PRODUCTS AND REVENUE WILL SUFFER.

We must form research collaborations and licensing arrangements with several
partners at the same time to operate our business successfully. To succeed, we
will have to maintain our existing relationships and establish additional
collaborations. We cannot be sure that we will be able to establish any
additional research collaborations or licensing arrangements necessary to
develop and commercialize products using our technology or that we can do so on
terms favorable to us. If our collaborations are not successful or we are not
able to manage multiple collaborations successfully, our programs may suffer.

Collaborative agreements generally pose the following risks:

         o    collaborators may not pursue further development and
              commercialization of products resulting from collaborations or may
              elect not to continue or renew research and development programs;

         o    collaborators may delay clinical trials, under-fund a clinical
              trial program, stop a clinical trial or abandon a product, repeat
              or conduct new clinical trials or require a new formulation of a
              product for clinical testing;


                                       27
<PAGE>

         o    collaborators could independently develop, or develop with third
              parties, products that could compete with our future products;

         o    the terms of our agreements with our current or future
              collaborators may not be favorable to us;

         o    a collaborator with marketing and distribution rights to one or
              more products may not commit enough resources to the marketing and
              distribution of our products, limiting our potential revenues from
              the commercialization of a product;

         o    disputes may arise delaying or terminating the research,
              development or commercialization of our products, or result in
              significant litigation or arbitration; and

         o    collaborations may be terminated and, if terminated, we would
              experience increased capital requirements if we elected to pursue
              further development of the product.

OUR QUARTERLY OPERATING RESULTS WILL FLUCTUATE

Our quarterly operating results will fluctuate for many reasons, including:

     o    our ability to retain existing customers, attract new customers and
          satisfy our customers' demands,
     o    our ability to acquire merchandise, manage our inventory and fulfill
          orders,
     o    changes in gross margins of our current and future products, services,
          and markets
     o    introduction of our new sites, services and products or those of
          competitors
     o    changes in usage of the Internet and online services and consumer
          acceptance of the Internet and online commerce
     o    timing of upgrades and developments in our systems and infrastructure
     o    the level of traffic on our Web site
     o    the effects of acquisitions and other business combinations, and
          related integration
     o    technical difficulties, system downtime or Internet brownouts
     o    our ability to properly anticipate demand,
     o    our ability to prevent fraud perpetrated by third parties through
          credit card transactions, and payments transactions
     o    our level of merchandise returns
     o    disruptions in service by common shipping carriers due to strikes or
          otherwise
     o    disruption of our ongoing business
     o    problems retaining key technical and managerial personnel
     o    expenses associated with amortization of goodwill and other purchased
          intangible assets
     o    additional operating losses and expenses of acquired businesses, if
          any
     o    impairment of relationships with existing employees, customers and
          business partners

SECURE BALANCE(TM) IS A PRIVATE LABEL PRODUCT THAT IS NOT EXCLUSIVE TO US.

We provide education, training and services related to the SportKat product
lines that all constitute what we call "Secure Balance(TM)." However, the
devices themselves are provided to us on a non-exclusive basis, meaning that
other companies are marketing the same devices under other names (or using the
SportKat name). Only time will tell if the non-exclusive nature of the provision
of the devices themselves to us negatively impacts our ability to capture a
meaningful market share. If our sales of Secure Balance(TM) suffer because of
this non-exclusive relationship, our financial prospects and operational results
will be negatively impacted.

ALTHOUGH WE DO NOT HAVE DIRECT COMPETITION IN RELATION TO OUR BAFI(TM) PRODUCT
LINE, WE EXPECT IT IN THE FUTURE.

Although we are unaware of any current competition for our BAFI(TM) product
line, we expect competition to develop after we begin marketing our products. It
is unknown at this time what impact any such competition could have on us.
However, we are a "going concern" enterprise and it is certainly foreseeable
that more than one competitor could emerge that is much stronger financially
than we are and/or could already have significant marketing relationships for
other medical devices.

WE DO NOT HAVE INTERNATIONAL PATENTS.

Although we have stated that we intend to apply for international patents for
our BAFI(TM) product line, we have not as yet done so except for Chinese and
Japanese patents for OxyView. We do not know when, and if, we will apply for
other such patents. If we do not apply for these patents, or if there are delays
in obtaining the patents, or if we are unable to obtain the patents, we may not
be able to adequately protect our technologies in foreign markets.


                                       28
<PAGE>

IF WE ARE UNABLE TO PROTECT EFFECTIVELY OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY USE OUR TECHNOLOGY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE IN OUR
MARKETS.

Our success will depend on our ability to obtain and protect patents on our
technology and to protect our trade secrets. The patents we currently own, may
not afford meaningful protection for our technology and products. Others may
challenge our patents and, as a result, our patents could be narrowed,
invalidated or unenforceable. In addition, our current and future patent
applications may not result in the issuance of patents in the United States or
foreign countries. Competitors might develop products similar to ours that do
not infringe on our patents. In order to protect or enforce our patent rights,
we may initiate interference proceedings, oppositions, or patent litigation
against third parties, such as infringement suits. These lawsuits could be
expensive, take significant time and divert management's attention from other
business concerns. The patent position of medical firms generally is highly
uncertain, involves complex legal and factual questions, and has recently been
the subject of much litigation. No consistent policy has emerged from the U.S.
Patent and Trademark Office or the courts regarding the breadth of claims
allowed or the degree of protection afforded under biotechnology patents. In
addition, there is a substantial backlog of applications at the U.S. Patent and
Trademark Office, and the approval or rejection of patent applications may take
several years.

We cannot guarantee that our management and others associated with us will not
improperly use our patents, trademarks and trade secrets. Further, others may
gain access to our trade secrets or independently develop substantially
equivalent proprietary information and techniques.

OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON
OR MISAPPROPRIATING THE PROPRIETARY RIGHTS OF OTHERS.

We may be sued for infringing on the patent rights or misappropriating the
proprietary rights of others. Intellectual property litigation is costly, and,
even if we prevail, the cost of such litigation could adversely affect our
business, financial condition and results of operations. In addition, litigation
is time consuming and could divert management attention and resources away from
our business. If we do not prevail in any litigation, we could be required to
stop the infringing activity and/or pay substantial damages. Under some
circumstances in the United States, these damages could be triple the actual
damages the patent holder incurs. If we have supplied infringing products to
third parties for marketing or licensed third parties to manufacture, use or
market infringing products, we may be obligated to indemnify these third parties
for any damages they may be required to pay to the patent holder and for any
losses the third parties may sustain themselves as the result of lost sales or
damages paid to the patent holder.

If a third party holding rights under a patent successfully asserts an
infringement claim with respect to any of our products, we may be prevented from
manufacturing or marketing our infringing product in the country or countries
covered by the patent we infringe, unless we can obtain a license from the
patent holder. Any required license may not be available to us on acceptable
terms, or at all. Some licenses may be non-exclusive, and therefore, our
competitors may have access to the same technology licensed to us. If we fail to
obtain a required license or are unable to design around a patent, we may be
unable to market some of our anticipated products, which could have a material
adverse effect on our business, financial condition and results of operations.

IF WE LOSE OUR KEY MANAGEMENT PERSONNEL, OUR PRODUCT DEVELOPMENT AND
COMMERCIALIZATION EFFORTS WOULD SUFFER.

Our performance is substantially dependent on the performance of our current
senior management, Board of Directors and key scientific and technical personnel
and advisers. The loss of the services of any member of our senior management,
in particular Mr. Sand, our CEO and Chairman, Board of Directors, scientific or
technical staff or advisory board may significantly delay or prevent the
achievement of product development and other business objectives and could have
a material adverse effect on our business, operating results and financial
condition.

WE HAVE NO COMMERCIAL PRODUCTION CAPABILITY YET FOR OUR BAFI(TM) PRODUCT LINE
AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER
REVENUE.

To date, we have not produced a BAFI(TM) product line product for sale.
Customers for any potential products and regulatory agencies will require that
we comply with current good manufacturing practices that we may not be able to
meet. We may not be able to maintain acceptable quality standards if we ramp up
production. To achieve anticipated customer demand levels, we will need to
scale-up our production capability and maintain adequate levels of inventory. We
may not be able to produce sufficient quantities to meet market demand. If we
cannot achieve the required level and quality of production, we may need to
outsource production or rely on licensing and other arrangements with third
parties. This reliance could reduce our gross margins and expose us to the risks
inherent in relying on others. We may not be able to successfully outsource our
production or enter into licensing or other arrangements under acceptable terms
with these third parties, which could adversely affect our business.


                                       29
<PAGE>

WE HAVE NO MARKETING OR SALES STAFF, AND IF WE ARE UNABLE TO ENTER INTO
COLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE TO DEVELOP OUR OWN
SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL IN COMMERCIALIZING OUR
PRODUCTS.

We currently have no in-house sales, marketing or distribution capability. As a
result, we will depend on collaborations with third parties that have
established distribution systems and direct sales forces. To the extent that we
enter into co-promotion or other licensing arrangements, our revenues will
depend upon the efforts of third parties, over which we may have little or no
control.

If we are unable to reach and maintain agreement with one or more distribution
entities or collaborators under acceptable terms, we may be required to market
our products directly (direct marketing is one component of our marketing
strategy). We may elect to establish our own specialized sales force and
marketing organization to market our products. In order to do this, we would
have to develop a marketing and sales force with technical expertise and with
supporting distribution capability. Developing a marketing and sales force is
expensive and time consuming and could delay a product launch. We may not be
able to develop this capacity, which would make us unable to commercialize our
products.

IF WE ARE SUBJECT TO PRODUCT LIABILITY CLAIMS AND HAVE NOT OBTAINED ADEQUATE
INSURANCE TO PROTECT AGAINST THESE CLAIMS, OUR FINANCIAL CONDITION WOULD SUFFER.

If we are able to launch commercially our BAFI(TM) product line, we will face
exposure to product liability claims. We have exposure selling Secure
Balance(TM). We have limited product liability insurance coverage, but there is
no guarantee that it is adequate coverage. There is also a risk that third
parties for which we have agreed to indemnify could incur liability.

We cannot predict all of the possible harms or side effects that may result and,
therefore, the amount of insurance coverage we obtain may not be adequate to
protect us from all liabilities. We may not have sufficient resources to pay for
any liabilities resulting from a claim beyond the limit of, or excluded from,
our insurance coverage.

THE SEC HAS THREATENED TO SUSPEND TRADING OF OUR STOCK

We received a letter from the SEC dated October 13, 2005. The SEC Staff
("Staff") pointed out that we had not filed periodic reports as required by the
Securities Exchange Act of 1934. As of the date of the SEC's letter, we had not
filed periodic reporting since the year 1998 (CRTZ filed periodic reports from
1996 into 1998). The letter stated that we must file all back reporting or face
a SEC administrative hearing in which the trading in our stock could be
suspended until such time as we brought our periodic reporting up to date. Our
counsel contacted the Staff and has been in touch periodically with explanations
of the progress we are making. To date, the SEC has not scheduled such an
administrative hearing.

Our fiscal year is from June 1 to May 31. We have filed Form 10-KSBs for our
fiscal years 2004 and 2005, the 3 Form 10-QSBs for fiscal years 2004 and 2005
and Form 10-QSBs for the first three quarters of fiscal year 2006, as well as
other documents as contained on EDGAR. We are currently attempting to gather
information from former CRTZ officials, attorneys and accountants so that our
auditors can complete back financial statements and our legal counsel can
complete and file the remaining back reporting documents. Our counsel is keeping
the SEC Staff abreast of our efforts on a continuing basis. However, there is no
guarantee that we will be able to complete our back filings in a manner and
within a period of time acceptable to the SEC. There is no guarantee that we
will be able to maintain an uninterrupted public market for our securities.

THERE IS CONSIDERABLE EFFORT AND EXPENSE INVOLVED IN OUR EFFORT TO CATCH UP ON
THE DELINQUENT FILINGS

We have expended considerable administrative time on our effort to bring our
reporting obligation up to date and will continue to do so until we are able to
catch up on all the back periodic reporting filings. We have expended a
considerable amount of money in fees to our auditor and counsel to commence
periodic reporting, and to go back in time to research and prepare the filings
we have done since November of 2005. We plan to continue to expend these
administrative and financial resources until such time as we are able to file
all past-due reporting on EDGAR (and keep abreast of deadlines for prospective
filings). Given the circumstances, this is a necessary drain on the company's
resources and until we complete and file all required back reporting, this
administrative effort and financial expense may adversely affect our ability to
operate and finance our business operations.

A SUBSTANTIAL NUMBER OF SHARES WE HAVE ISSUED IN EXEMPT TRANSACTIONS ARE, OR ARE
BEING MADE, AVAILABLE FOR SALE ON THE OPEN MARKET. THE RESALE OF THESE
SECURITIES MIGHT ADVERSELY AFFECT OUR STOCK PRICE.

Most of our common shares have been held by our shareholders for periods of one
or two years or longer. Many of these shares have had restrictions lifted, in
fact, as of May 31, 2006, we have 18,504,452 unrestricted shares issued. We will
undoubtedly have unrestricted shares issued in the future. There is no way to
control the sale of these shares on the secondary market (we trade on the Pink
Sheets and plan to go to the OTC BB in the near future). The resale of these
unrestricted shares might adversely affect our stock price.


                                       30
<PAGE>

OUR STOCK IS THINLY TRADED, WHICH CAN LEAD TO PRICE VOLATILITY AND DIFFICULTY
LIQUIDATING YOUR INVESTMENT.

The trading volume of our stock has been low, which can cause the trading price
of our stock to change substantially in response to relatively small orders. In
addition, during the last two fiscal years, our common stock has traded as low
as .002 (pre 40 into 1 reverse split) and as high as .44 (post 40 to 1 reverse
split). Both volume and price could also be subject to wide fluctuations in
response to various factors, many of which are beyond our control, including:

         o    actual or anticipated variations in quarterly and annual operating
              results;

         o    announcements of technological innovations by us or our
              competitors;

         o    developments or disputes concerning patent or proprietary rights;
              and

         o    general market perception of medical device and provider
              companies.

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE SOMEWHAT CONCENTRATED, IT
MAY PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE OUR STOCK
PRICE TO DECLINE.

As of May 31, 2006, our executive officers, directors and their affiliates,
other than Scott Sand, beneficially own or control approximately 1.8% of the
outstanding shares of our common stock and preferred shares (our common and
preferred shares vote on a one vote per share basis). Mr. Sand owns 22.46% of
our issued voting shares. Accordingly, our current executive officers, directors
and their affiliates will have some control over the outcome of corporate
actions requiring stockholder approval, including the election of directors, any
merger, consolidation or sale of all or substantially all of our assets or any
other significant corporate transactions. These stockholders may also delay or
prevent a change of control of us, even if such a change of control would
benefit our other stockholders. The concentration of stock ownership may
adversely affect the trading price of our common stock due to investors'
perception that conflicts of interest may exist or arise.

WE MAY ISSUE PREFERRED STOCK IN THE FUTURE, AND THE TERMS OF THE PREFERRED STOCK
MAY REDUCE THE VALUE OF YOUR COMMON STOCK.

We are authorized to issue up to 40,000,000 shares of preferred stock in one
series. Our Board of Directors will be able to determine the terms of preferred
stock without further action by our stockholders. We have issued 14,134,547
shares of preferred stock as of May 31, 2006. To the extent we issue preferred
stock, it could affect your rights or reduce the value of your common stock. In
particular, specific rights granted to future holders of preferred stock could
be used to restrict our ability to merge with or sell our assets to a third
party. These terms include voting rights, and may include preferences as to
dividends and liquidation, conversion and redemption rights, and sinking fund
provisions.

WE HAVE NOT, AND CURRENTLY DO NOT ANTICIPATE, PAYING DIVIDENDS ON OUR COMMON
STOCK.

We have never paid any dividends on our common stock and do not plan to pay
dividends on our common stock for the foreseeable future. We currently intend to
retain future earnings, if any, to finance operations, capital expenditures and
the expansion of our business.


THERE IS A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAKES IT DIFFICULT FOR
INVESTORS TO ENGAGE IN TRANSACTIONS IN OUR SECURITIES.

Our common stock is quoted on the Pink Sheets under the symbol "IGTG." There is
a limited trading market for our common stock. If public trading of our common
stock does not increase, a liquid market will not develop for our common stock.
The potential effects of this include difficulties for the holders of our common
shares to sell our common stock at prices they find attractive. If liquidity in
the market for our common stock does not increase, investors in our company may
never realize a profit on their investment.


                                       31
<PAGE>

OUR STOCK PRICE IS VOLATILE WHICH MAY MAKE IT DIFFICULT FOR INVESTORS TO SELL
OUR SECURITIES FOR A PROFIT.

The market price of our common stock is likely to be highly volatile and
Could fluctuate widely in price in response to various factors, many of which
are beyond our control, including:

     o    technological innovations or new products and services by us or our
          competitors;
     o    additions or departures of key personnel;
     o    sales of our common stock
     o    our ability to integrate operations, technology, products and
          services;
     o    our ability to execute our business plan;
     o    operating results below expectations;
     o    loss of any strategic relationship;
     o    industry developments;
     o    economic and other external factors; and
     o    period-to-period fluctuations in our financial results.

Because we have a limited operating history with little revenues to date, you
may consider any one of these factors to be material. Our stock price may
fluctuate widely as a result of any of the above.

In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common stock.

OUR COMMON STOCK IS DEEMED A "PENNY STOCK" UNDER THE RULES OF THE SEC, WHICH
MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME.

Our common stock is currently listed for trading on the Pink Sheets which is
generally considered to be a less efficient market than markets such as NASDAQ
or other national exchanges, and which may cause difficulty in conducting trades
and difficulty in obtaining future financing. Further, our securities are
subject to the "penny stock rules" adopted pursuant to Section 15 (g) of the
Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock
rules apply to non-NASDAQ companies whose common stock trades at less than $5.00
per share or which have tangible net worth of less than $5,000,000 ($2,000,000
if the company has been operating for three or more years). Such rules require,
among other things, that brokers who trade "penny stock" to persons other than
"established customers" complete certain documentation, make suitability
inquiries of investors and provide investors with certain information concerning
trading in the security, including a risk disclosure document and quote
information under certain circumstances. Many brokers have decided not to trade
"penny stocks" because of the requirements of the penny stock rules and, as a
result, the number of broker-dealers willing to act as market makers in such
securities is limited. In the event that we remain subject to the "penny stock
rules" for any significant period, there may develop an adverse impact on the
market, if any, for our securities. Because our securities are subject to the
"penny stock rules," investors will find it more difficult to dispose of our
securities. Further, for companies whose securities are traded on the Pink
Sheets, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain
coverage for significant news events because major wire services, such as the
Dow Jones News Service, generally do not publish press releases about such
companies, and (iii) to obtain needed capital.


                                       32
<PAGE>

A SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE
OF OUR COMMON STOCK TO DECLINE.

If our shareholders sell substantial amounts of our common stock in the public
market, including shares issued upon the exercise of outstanding options or
warrants, the market price of our common stock could fall. These sales also may
make it more difficult for us to sell equity or equity-related securities in the
future at a time and price that we deem reasonable or appropriate. As of May 31,
2006, 18,504,452 shares of our issued common stock are unrestricted and
11,105,158 shares are restricted (but many may be eligible to have restrictions
lifted or are registered in this prospectus). In addition, the 32,753,471 shares
of common stock registered in our SB-2 offering as filed on April 5, 2006 will
be freely tradable upon the effectiveness of the offering (unless the offering
is withdrawn or modified).

ITEM 7. FINANCIAL STATEMENTS

The financial statements required by this Item 7 begin on page F-1 and are
located following the signature page and officer certifications.


                                       33
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 8a. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that material
information related to our company is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

(a) As of the end of the period covered by this report, we carried out an
evaluation under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934). Based upon that evaluation, our CEO and CFO concluded, as
of the date of such evaluation, that the design and operation of such disclosure
controls and procedures were effective.

(b) No significant changes were made in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during our most recent fiscal quarter.

(c) Limitations. Our management, including our CEO and CFO, does not expect that
our disclosure controls or internal controls over financial reporting will
prevent all errors or all instances of fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.


                                       34
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages as of management, and business
experience of the directors, executive officers and certain other significant
employees of our company. Our directors hold their offices for a term of one
year or until their successors are elected and qualified. Our officers serve at
the discretion of the Board of Directors. Each officer devotes as much of his
working time to our business as is required.

NAME                    AGE       POSITION HELD AND TENURE
----                    ---       ------------------------

Scott R. Sand           48        Chairman, Chief Executive Officer and Director

Thomas J. Neavitt       75        Secretary and Chief Financial Officer

KHOO Yong Sin           42        Director

Christopher A. Wirth    51        Director

Curt A. Miedema         49        Director

Stephen O'Hara          53        Director

John Finazzo            41        Director

SIGNIFICANT EMPLOYEES

None.

OUR OFFICERS AND DIRECTORS:

SCOTT SAND, CEO & CHAIRMAN: Scott Sand has a diversity of experience in the
health care industry both domestic and abroad which spans more than 25 years.
His contributions and accomplishments have been published in the Los Angeles
Times and the Sacramento Tribune. He has been the recipient of recognition
awards by high honored factions such as the United States Congress and the State
Assembly, receiving the highest Commendation in the County of Los Angeles for
his contributions to health care. Mr. Sand served as the CEO of Medcentrex, Inc.
for 10 years in the 1990's, a medical service provider to more than 600
physicians nationwide. He served as the Director of Sales & Marketing for Eye
Dynamics, Inc. for 7 years, a public company and manufacture of Video ENG
systems; assisting in their technology upgrades and design for VNG and
increasing their sales each quarter during that time. He resigned from Eye
Dynamics, Inc. to accept the full-time position as CEO & Chairman of Ingen
Technologies, Inc. in 2004. Mr. Sand received a Bachelor of Science Degree in
Computer Science from California State University and a MBA from California
State University.

THOMAS J. NEAVITT, SECRETARY AND CHAIRMAN: Thomas J. Neavitt has held a variety
of executive level positions for product and service based corporations over the
last 40 years. Mr. Neavitt's experience includes finance, marketing, business
development, sales, and collections. Additionally, Mr. Neavitt has experience in
real estate as both a broker and developer. Mr. Neavitt served in the U.S. Navy.
Mr. Neavitt left the Navy and became President and CEO of Penn-Akron Corporation
and its wholly owned subsidiary Eagle Lock Corporation. He was instrumental in
the successful acquisition of this company. Mr. Neavitt also served as President
of TR-3 Chemical Corporation for nearly 20 years who sold products throughout
the U.S. and some foreign countries. Tom now serves as a consultant to various
corporations throughout the country. Mr. Neavitt has been President of AmTech
Corporation, which manufactures stabilizing systems, for the past 5 years.

YONG SIN KHOO, DIRECTOR: Yong Sin Khoo lives in Singapore. He worked as an
engineer for 12 years and a further 5 years in managing a portfolio of business
assets. He has extensive experience as a logistics systems engineer in the
military and retail engineering with the oil major, Shell. In addition, he has
significant experience in the area of mergers & acquisitions. In 1984, he was
awarded a scholarship by the Singapore government to pursue electrical
engineering at the University of Queensland, Australia. In the area of
information technology, he was responsible for managing Shell Singapore's y2k
project for the marketing function. Another IT pioneering effort was the use of
artificial intelligence to develop diagnostic tools for maintenance support for
the Army's radar systems. His current business interests are focused in the
areas of biomedical and environmental technologies. He has a Bachelor's Degree
in Electrical Engineering from the University of Queensland.

CHRISTOPHER A. WIRTH, DIRECTOR: Christopher A. Wirth has over 20 years of
business consulting, finance, construction and real estate development
experience. He brings a working knowledge of finance and the mechanics of
syndication's, construction planning and startup business expansion skills. Mr.
Wirth has knowledge and experience in SEC, HUD, SBA, USDA, banking and
businesses. He attended San Bernardino Valley College and takes continuing
education courses. He continues to consult to environmental and renewable energy
firms, and has worked as a HUD YouthBuild construction instructor. Mr. Wirth has
previous medical background training through his service in the U.S. Navy, from
1973 to 1977, as a Hospital Corpsman. Mr. Wirth has been a director and spokes
person for AgriHouse an urban agricultural technology company, since 2000.

CURT A. MIEDEMA, DIRECTOR. For the last 5 years, Mr. Miedema has been
self-employed with his own investment company called Miedema Investments. Mr.
Miedema graduated from Unity Christian High School in 1975 and attended
Davenport College for 1 year thereafter.


                                       35
<PAGE>

STEPHEN O'HARA, MD, DIRECTOR. The Consumer's Research Council of America, an
independent organization based in Washington, D.C. recently ranked Dr. Stephen
O'Hara among the top two percent of clinical neurologists nationwide. He
attended Stanford University and graduated in 1975 with a Bachelor's of Science
degree in biology and performed honors research in the laboratory of Dr. Donald
Kennedy, who subsequently served as President of Stanford University. Dr. O'Hara
obtained his M.D. from Northwestern University in 1979, where he became
president of the Northwestern chapter of the American Medical Student
Association, then proceeded to complete his residency in neurology at UCLA in
1983. Dr. O'Hara is board-certified in neurology through the American Board of
Psychiatry and Neurology. Since completing his residency, Dr. O'Hara has
continued to teach the residents in the neurology program at UCLA while
maintaining a private practice in Century City, California for the past 16 years
with an emphasis on geriatric neurology and disorders of balance.

JOHN J. FINAZZO, MD, DIRECTOR. Dr. Finazzo graduated from the University of
California, Riverside in 1986 with a degree in Bio-Medical Sciences. He received
his MD degree from the UCLA School of Medicine in 1989. He completed a two-year
Surgical Internship at UCLA Center for Health Science in 1991. He then completed
residency in Otolaryngology - Head and Neck Surgery at the State University of
New York Health Science Center, Brooklyn in 1995. He is Board Certified in
Otolaryngology (since 1996). Dr. Finazzo has been in private practice in the
Palm Springs area for eight years. He is also on the surgical staffs at the
Desert Regional Medical Center, the John F. Kennedy Medical Center and the
Eisenhower Medical Center. Dr. Finazzo is also Section Chief - Division of
Otolaryngology at Eisenhower Medical Center. He resides in Palm Springs with his
wife of 15 years. He is active in clinical research for the treatment of acute
sinusitis.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers, directors
and persons who own more than 10% of a class of the our securities registered
under Section 12(g) of the Exchange Act to file reports of ownership and changes
in ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. We have not received such forms from any such person, however,
we expect to receive them within a short period of time after the filing of this
Form 10-KSB on EDGAR and intend to file a Form 8-K to notify the public as to
when such forms were received.

MANAGEMENT CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a "Management Code of Ethics and Business Conduct" ("Code"), a
code of ethics that will apply to our employees (once hired), and applies to our
officers and directors. A copy of the Code is posted on our Internet site at
www.ingen-tech.com. In the event we make any amendments to, or grant any waiver
of, a provision of the Code that applies to the principal executive officer,
principal financial officer, or principal accounting officer that requires
disclosure under applicable SEC rules, we intend to disclose such amendment or
waiver and the reasons therefore on a Form 8-K or on our next periodic report.


                                       36
<PAGE>

AUDIT COMMITTEE

We do not have an Audit Committee and are not required to have one under Section
302 of Sarbanes-Oxley. Our financial matters and relationship with our
independent auditors is over-seen by our two officers, the CEO and
Secretary-CFO.

AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee and therefor do not have an audit committee
financial expert.

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Our Directors are paid $500 for each Directors meeting that is actually held (as
opposed to actions taken by our Board of Directors by Resolution and Waiver of
Notice and Consent to Action Taken at a special Board of Directors' meeting).


COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual and other compensation paid by our
company to Scott R. Sand, the only member of our management paid monthly
compensation in the last 2 fiscal years.

<TABLE>
                         Summary Compensation Table (1)
                         ------------------------------

                                                                                               Long-Term
                                                              Annual Compensation             Compensation
                                                              -------------------             ------------
                                                                                               Securities
Name and Principal Position                   Year         Draw                Bonus        Underlying Options
---------------------------                   ----         ----                -----        ------------------
<S>                                           <C>         <C>                   <C>                <C>
Scott R. Sand, Chairman and Chief             2006        $60,000               -0-                -0-
    Executive Officer (2)                     2005        $60,000               -0-
</TABLE>


(1) The columns for "Other Annual Compensation," "Restricted Stock Awards,"
"LTIP Payouts" and "All Other Compensation" have been omitted because there is
no compensation required to be reported.

(2) We do not have a written employment agreement with Mr. Sand and he does not
have any options or warrants to purchase our stock. There are no management
incentive or bonus plans in place.

There were no options granted to executive officers or directors during fiscal
year 2006. We do not have any stock appreciation rights plans in effect and we
have no long-term incentive plans, as those terms are defined in SEC
regulations. We have no defined benefit or actuarial plans covering any named
executive officer.


                                       37
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

We do not have any equity compensation plans in effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON SHARES

The following table sets forth certain information regarding the ownership of
our common stock as of May 31, 2006, by: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than five percent of our
outstanding common stock; (iii) each of our executive officers named in the
Summary Compensation Table; and (iv) all our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.

Name and Address of                  Number of Shares
Beneficial Owner (1)              Beneficially Owned (2)   Percent of Class (2)
--------------------              ----------------------   --------------------

Scott R. Sand                           325,000                1.1%

Thomas Neavitt                          218,750*               0.7%

Khoo Yong Sin                           105,000*               0.35%

Christopher A. Wirth                    130,000*               0.44%

Curt A. Miedema                         121,500*               0.41%

Stephen O'Hara                          115,000*               0.39%

John Finazzo                            100,000*               0.34%

All officers and directors as a
 group (6 in number)                    1,115,000              3.77%

* Less than one percent.

(1) The address for each beneficial owner is
35193 Avenue "A", Suite-C Yucaipa, California 92399.

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 29,609,610 common shares outstanding on May 31, 2006, adjusted as
required by rules promulgated by the Commission.


                                       38
<PAGE>

PREFERRED SHARES

The following table sets forth certain information regarding the ownership of
our Preferred Shares as of May 31, 2006, by: (i) each director; (ii)
each person who is known to us to be the beneficial owner of more than five
percent of our outstanding preferred stock; (iii) each of our executive officers
named in the Summary Compensation Table; and (iv) all our current executive
officers and directors of as a group. Except as otherwise indicated in the
footnotes, all information with respect to share ownership and voting and
investment power has been furnished to us by the persons listed. Except as
otherwise indicated in the footnotes, each person listed has sole voting power
with respect to the shares shown as beneficially owned.

We have 40 million authorized preferred shares. The preferred shares are
entitled to one vote per share and are convertible into common shares on a
one-to-one basis at any time at the option of the holder.

Name and Address of                  Number of Shares
Beneficial Owner (1)               Beneficially Owned (2)   Percent of Class (2)
--------------------               ----------------------   --------------------

Scott R. Sand                           9,498,183                  67.2%

Jeffrey Gleckman                        4,000,000                  28.3%

All officers and directors as a
 group (1 in number)                    9,498,183                  67.2%


(1) The address for each beneficial owner is 35193 Avenue "A", Suite-C Yucaipa,
California 92399 .

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 14,134,547 shares outstanding on May 31, 2006, adjusted as required
by rules promulgated by the Commission.

CHANGES IN CONTROL

We had no changes in control for during our fiscal year 2006.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of the end of our fiscal year (May 31, 2006), our CEO and Chairman, Scott R.
Sand, was owed $112,000 by the company. This was down from $356,000 owed by the
company to Mr. Sand at the end of fiscal year 2005. These amounts are deferred
compensation owed to Mr. Sand. We also owe Mr. Sand $70,826 as of May 31, 2006.
There are no written loan agreements, promissory notes or debt obligations
evidencing this debt and the terms of repayment to Mr. Sand. Annual interest of
6% is paid on the outstanding loan balance, which is due upon the availability
of company funds, but no sooner than June 1, 2006. See Note 9 of the attached
audited financial statements for information concerning the debt owed to Mr.
Sand by the company.


                                       39
<PAGE>

ITEM 13. EXHIBITS (All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)

     Exhibit No.   Document Description
     -----------   --------------------

         1.1      Best efforts, non-exclusive "Placement Agency" underwriting
                  agreement between Ingen Technologies, Inc. and JPC Capital
                  Partners, Inc., dated January 5, 2006 (included as an exhibit
                  to our Form SB-2 filed with the SEC on April 5, 2006 and
                  incorporated herein by this reference).

         2.1      Plan And Agreement of Merger Relating to the Merger of Ingen
                  Technologies, Inc. into Creative Recycling, Inc., dated March
                  15, 2004. (incorporated by reference to registrant's Form
                  10-KSB/A filed March 24, 2006)

         3.1      Amended and Restated Articles of Incorporation of Ingen
                  Technologies, Inc., as filed with the Georgia Secretary of
                  State on or about March 15, 2005. (incorporated by reference
                  to registrant's Form 10-KSB filed November 7, 2005)

         3.2      Resolution 2005.6 of the Ingen Board of Directors (signed by
                  the preferred shareholders as well) modifying the Amended and
                  Restated Articles of Incorporation with respect to the
                  classifications and rights of our preferred shares.
                  (incorporated by reference to registrant's Form 10-KSB filed
                  November 7, 2005)

         3.3      Bylaws of Ingen Technologies, Inc. (incorporated by reference
                  to registrant's Form 10-KSB filed November 7, 2005)

         3.4      Minutes of Special Shareholder meeting of March 15, 2005
                  amending our Bylaws by changing the date of the annual
                  shareholders meeting from May 15 to March 15. (incorporated by
                  reference to registrant's Form 10-KSB filed November 7, 2005)


                                       40
<PAGE>

         3.5      Amended and Restated Articles of Incorporation of Ingen
                  Technologies, Inc., as filed with the Georgia Secretary of
                  State on or about December 28, 2005 (incorporated by reference
                  to registrant's Form 8-K filed January 10, 2006)

         4.1      Specimen of Ingen Technologies, Inc. common stock certificate
                  (exhibit 4.1 of our 10-KSB for the fiscal year ended May 31,
                  2005 incorporated herein by this reference).

         10.1     Agreement between Ingen Technologies Inc. and Elizabeth Wald
                  dated October 15, 2005 for the provision of telephone
                  answering services (included as an exhibit to our 10-QSB filed
                  with the SEC on January 17, 2006 and incorporated by reference
                  herein by this reference).

         10.2     Agreement between Ingen Technologies, Inc. and Siegal
                  Performance Systems, Inc. dated November 15, 2005 for
                  distribution of Secure Balance(tm) (included as an exhibit to
                  our 10-QSB filed with the SEC on January 17, 2006 and
                  incorporated by reference herein by this reference).

         10.3     Contract signed regarding Peter J. Wilke as our General
                  Counsel, dated January 30, 2006 (included as an exhibit to our
                  10-QSB filed with the SEC on April 7, 2006 and incorporated
                  herein by this reference).

         10.4     Template for investment contract for our restricted common
                  stock in offers and sales to Edward Meyer, Jr. and Salvatore
                  Amato, dated February 13, 2006 (included as an exhibit to our
                  10-QSB filed with the SEC on April 7, 2006 and incorporated
                  herein by this reference).

         10.5     Investment contract dated February 28, 2006 in which Jeffrey
                  Gleckman purchased 1,000,000 restricted common shares
                  (included as an exhibit to our 10-QSB filed with the SEC on
                  April 7, 2006 and incorporated herein by this reference).

         10.6     Distribution Agreement (for Secure Balance(TM)) dated February
                  16, 2006 between Ingen Technologies, Inc. and Secure Health,
                  Inc. (included as an exhibit to our 10-QSB filed with the SEC
                  on April 7, 2006 and incorporated herein by this reference).

         10.7     Agreement for Consulting Services between Ingen Technologies,
                  Inc. and Anita H. Beck, d/b/a Global Regulatory Services
                  Associates, dated February 27, 2006 (included as an exhibit to
                  our 10-QSB filed with the SEC on April 7, 2006 and
                  incorporated herein by this reference).

         10.8     Advertising Service Agreement between Ingen Technologies, Inc.
                  and Media Mix Advertising, Inc. dated March 1, 2006 (included
                  as an exhibit to our Form SB-2 filed with the SEC on April 5,
                  2006 and incorporated herein by this reference).


                                       41
<PAGE>

         10.9     Distribution agreement (for Secure Balance(TM)) between Ingen
                  Technologies, Inc. and Michael Koch, DC, dated March 10, 2006
                  (included as an exhibit to our Form SB-2 filed with the SEC on
                  April 5, 2006 and incorporated herein by this reference).

         23.1     Consent of Spector & Wong, LLP.*

         24.1     Power of Attorney (included as part of the signature page
                  attached hereto).

         31.1     Certification of Scott R. Sand, Principal Executive Officer,
                  pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
                  Exchange Act of 1934, as adopted pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.*

         31.2     Certification of Thomas J. Neavitt, Principal Financial
                  Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the
                  Securities Exchange Act of 1934, as adopted pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002.*

         32.1     Certificate pursuant to 18 U.S.C. Section 1350, as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                  executed by Scott R. Sand, Principal Executive Officer.*

* filed herewith


ITEM 14. INDEPENDENT AUDITOR'S FEES AND SERVICES

The following table summarizes the aggregate fees billed to the company by
Spector & Wong, LLP, our independent auditor, for the audit of our annual
financial statements for the fiscal years ended May 31, 2006 and May 31, 2005
and fees billed for other services rendered by Spector and Wong, LLP during
those periods.

Type of Fee                          2006                          2005
-----------                          ----                          ----
Audit Fees (1)                       $20,000                       $20,000
Tax Fees (2)                         $1500                         $1500
Total                                $21,500                       $21,500

(1) Fees for audit services billed in 2006 and 2005 consisted of the aggregate
fees paid by us for the fiscal years indicated for professional services
rendered by Spector & Wong, LLP for the audit of our annual financial statements
and review of financial statements included in our reports on Form 10-KSB.

(2) Fees for tax services billed in 2006 and 2005 consisted of the fiscal year
indicated for professional services rendered by Spector & Wong, LLP for tax
compliance. Tax compliance services are rendered based on facts already in
existence or transactions that have already occurred to document, compute and
obtain governmental approval for amounts to be included in tax filings and
consisted of: federal and state income tax return assistance.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

We do not have an audit committee.


                                       42
<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            INGEN TECHNOLOGIES, INC.

                                      By:   /s/ Scott R. Sand
                                            -----------------
                                            Scott R. Sand
                                            Chief Executive Officer and Chairman
                                            (Principal Executive Officer)

                                      Date: August 4, 2006

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints Scott R. Sand his or her true
and lawful attorney-in-fact and agent, with full power of substitution and
re-substitution for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments to this Report, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite or necessary fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that each said
attorneys-in-fact and agents or any of them or their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of registrant in the capacities
and on the dates indicated.


<TABLE>
<S>                                    <c>                                    <C>
              Signature                           Title                            Date
              ---------                           -----                            ----

                                       Chief Executive Officer and
                                       Chairman (Principal Executive          August 4, 2006
/s/ Scott R. Sand                      Officer)
----------------------------------
Scott R. Sand

                                       Secretary and Chief Financial          August 4, 2006
                                       Officer (Principal Financial
/s/ Thomas J. Neavitt                  and Accounting Officer)
----------------------------------
Thomas J. Neavitt

/s/ Khoo Yong Sin                      Director                               August 4, 2006
----------------------------------
Khoo Yong Sin


/s/ Christopher A. Wirth               Director                               August 4, 2006
----------------------------------
Christopher A. Wirth


/s/ Curt A. Miedema                    Director                               August 4, 2006
----------------------------------
Curt A. Miedema

/s/ Stephen O'Hara                     Director                               August 4, 2006
----------------------------------
Stephen O'Hara

/s/ John Finazzo                       Director                               August 4, 2006
----------------------------------
John Finazzo
</TABLE>


                                       43

<PAGE>


                            INGEN TECHNOLOGIES, INC.

                                  AUDIT REPORT

                              FOR THE YEARS ENDED
                             MAY 31, 2006 AND 2005


<PAGE>

HAROLD Y. SPECTOR, CPA          SPECTOR & WONG, LLP         80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA          Certified Public Accountants    SUITE  723
                                  (888) 584-5577            PASADENA, CA 91101
                               FAX (626) 584-644



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and stockholders
of Ingen Technologies Inc.


We have audited the accompanying consolidated balance sheets of Ingen
Technologies Inc. and subsidiary, as of May 31, 2006 and 2005, and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement prese ntation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial positions of Ingen Technologies
Inc. and subsidiary as of May 31, 2006 and 2005, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters are also described in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

/s/  Harold Spector, CPA

Spector and Wong, LLP
Pasadena, California
July 24, 2006


                                      F-1
<PAGE>
<TABLE>


AS OF MAY 31,                                                                           2006             2005
                                                                                     -----------      -----------

<S>                                                                                  <C>              <C>
                                   ASSETS
Current Assets
   Cash                                                                              $   111,112      $    17,727
                                                                                     -----------      -----------
      Total current assets                                                               111,112           17,727
                                                                                     -----------      -----------

Property and equipment, net of accumulated depreciation
   of $98,408 and $80,411 for 2005 and 2004, respectively                                 31,638           24,927

    TOTAL ASSETS                                                                     $   142,750      $    42,654
                                                                                     ===========      ===========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                                                   $    48,186      $        --
  Accrued expenses                                                                       179,793          386,530
                                                                                     -----------      -----------
    Total current liabilities                                                            227,979          386,530
                                                                                     -----------      -----------

Long-term Liabilities
  Notes Payable                                                                               --           25,000
  Officers' loans                                                                         70,826          102,802
                                                                                     -----------      -----------
    Total long-term liabilities                                                           70,826          127,802
                                                                                     -----------      -----------

Stockholders' deficit
  Preferred stock Series A, no par value, 40,000,000 and none authorized in 2006
     and 2005, respectively; issued and
     outstanding 14,134,547 for 2006 and 1,000,000 for 2005                              734,980           30,000
  Preferred stock, no par value, none and 37,000,000 authorized
     in 2006 and 2005, respectively; issued and outstanding none
     and 12,300,000 for 2006 and 2005, respectively                                           --          369,000
  Common stock, no par value, authorized 100,000,000 in 2006 and
     500,000,000 shares in 2005; issued and outstanding 29,609,610 and
     3,182,190 for 2006 and 2005,  respectively                                        7,497,183        5,551,213
  Series A preferred stock subscription                                                 (220,000)              --
  Accumulated deficit                                                                 (8,168,218)      (6,565,391)
                                                                                     -----------      -----------
    Total stockholders deficit                                                          (156,055)        (615,178)
                                                                                     -----------      -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT                                     $   142,750      $  (100,846)
                                                                                     ===========      ===========


                                                  F-2
<PAGE>

FOR THE YEARS ENDED MAY 31,                          2006                2005
                                                 -------------      -------------
Sales                                            $     846,783      $     794,314

Cost of sales                                          301,118            296,565
                                                 -------------      -------------

  GROSS PROFIT                                         545,665            497,749

Selling, general and administrative expenses         2,143,840            770,692
Amortization of intangible assets                           --                 36
Impairment loss                                             --             16,905
                                                 -------------      -------------

  OPERATING LOSS                                    (1,598,175)          (289,884)
                                                 -------------      -------------

Other (expenses):
  Interest Expenses                                     (3,852)           (16,571)
                                                 -------------      -------------

   NET LOSS BEFORE TAXES                            (1,602,027)          (306,455)

Provision for income taxes                                 800                800
                                                 -------------      -------------

NET LOSS                                         $  (1,602,827)     $    (307,255)
                                                 =============      =============

Basic and diluted net loss per share             $       (0.01)               NIL
                                                 =============      =============

Weighted average number of common shares           208,100,842          2,205,309


                                        F-3
<PAGE>

                                                 SERIES A                                     SERIES A,
                      PREFERRED STOCK          PREFERRED STOCK           COMMON STOCK         PREFERRED
                 ------------------------   ----------------------  ------------------------  ----------
                                                                                              STOCK SUB-  ACCUMULATED
                    SHARES       AMOUNT        SHARES      AMOUNT     SHARES       AMOUNT     SCRIPTION     DEFICIT        TOTAL
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------
Balance at
  May 31, 2004            --           --            --         --   12,864,593  $ 5,407,213              $(6,258,136)  $  (850,923)
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------

Reverse
  stock split
  on December
  7, 2005 40
  to 1 common
  stock                                                             (12,542,978)

Balance at
  May 31, 2004
  retroactively
  restated                --           --            --         --      321,615                5,407,213   (6,258,136)     (850,923)
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------

Issuance of
  preferred
  stock for
  Compensation
  expense         12,300,000      369,000     1,000,000     30,000                                                          399,000

Issuance of
  common
  stock in
  cash                                                                2,860,575      144,000                                144,000

Net loss                                                                                                     (307,255)     (307,255)
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------
Balance at
  May 31, 2005    12,300,000      369,000     1,000,000     30,000    3,182,190    5,551,213          --   (6,565,391)     (615,178)
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------

Conversion of
  Preferred
  Stock
  into Series
  A preferred
  stock          (12,300,000)    (369,000)   12,300,000    369,000

Conversion of
  Preferred
  Stock
  Series A
  into common
  stock                                      (7,619,999)  (284,020)   7,619,999      284,020                                     --

Issuance of
  preferred
  stock for
  accrued
  compensation                                5,454,546    400,000                                                          400,000

Subscription
  of Series A
  preferred
  stock                                       3,000,000    220,000                              (220,000)                        --

Issuance of
  common stock
  in cash                                                            18,807,421    1,661,950                              1,661,950

Net loss                                                                                                   (1,602,827)   (1,602,827)
                 -----------   ----------   -----------  ---------  -----------  -----------  ----------  -----------   -----------
BALANCE AT
  MAY 31, 2006            --   $       --    14,134,547  $ 734,980   29,609,610  $ 7,497,183  $ (220,000) $(8,168,218)  $  (156,055)
                 ===========   ==========   ===========  =========  ===========  ===========  ==========  ===========   ===========


                                                                 F-4
<PAGE>

FOR THE YEARS ENDED MAY 31,                                              2006         2005
                                                                     -----------   -----------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net Loss                                                           $(1,602,827)  $  (307,255)
  Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
     Stock Issued for Services                                                --       399,000
     Depreciation and Amortization                                        17,997        10,533
     Loss on Impairment of Patents                                            --        16,905
  Increase (Decrease) in:
     Accounts Payable                                                     48,186       (20,000)
     Accrued Expenses                                                    193,263       (86,630)
     Litigation reserve                                                 (143,500)           --
                                                                     -----------   -----------
  NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES                    (1,486,881)       12,553
                                                                     -----------   -----------

CASH FLOW FROM INVESTING ACTIVITIES
  Addition to Fixed Assets                                               (24,708)           --
                                                                     -----------   -----------
  NET CASH USED IN INVESTING ACTIVITIES                                  (24,708)           --
                                                                     -----------   -----------

CASH FLOW FROM FINANCING ACTIVITIES:
  Net Repayments to Note Payable to Related Party                        (31,976)     (173,379)
  Repayments to Notes Payable                                            (25,000)           --
  Proceeds from Issuance of Common Stock                               1,661,950       144,000
                                                                     -----------   -----------
  NET CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES                1,604,974       (29,379)
                                                                     -----------   -----------

    NET INCREASE (DECREASE) INCREASE IN CASH                              93,385       (16,826)

Cash Balance at Beginning of Year                                         17,727        34,553
                                                                     -----------   -----------

CASH BALANCE AT END OF YEAR                                          $   111,112   $    17,727
                                                                     ===========   ===========

Supplemental Disclosures of Cash Flow Information:
     Interest Paid                                                   $        --   $        --
     Taxes Paid                                                      $       800   $       800

Non Cash Activities:
     Exchange of 7,619,999 shares of series A preferred stock
          for common stock                                           $   284,020   $        --
     Issuance of series A preferred stock for accrued compensation   $   400,000   $        --
     Stock subscription receivable incurred for issuance of
          series A preferred stock                                   $   220,000   $        --


                                      F-5
</TABLE>
<PAGE>

NOTE 1 - NATURE OF BUSINESS

Ingen Technologies, Inc., (formerly known as Creative Recycling Technologies
Inc., the "Company" or "Ingen Technologies"), is a Public Company trading under
NASDAQ OTC: IGTN. Ingen Technologies is a growth-oriented technology company
that offers a diverse and progressive services and products.

Ingen Technologies, Inc., is a Georgia corporation ("IGTN") and owns 100% of the
capital stock of Ingen Technologies, Inc. a Nevada corporation and it has been
in business since 1999.

The Company's flagship product is its BAFI (tm), the world's first wireless
digital low gas warning system for pressurized gas cylinders. On October 24,
2000, the BAFI (tm) received a U.S. Patent with Patent No. 6,137,417. BAFI (tm),
now in its second generation, is an accurate and cost-effective, real-time
pressurized gas warning system that will alert users when gas levels are
approaching empty.

The BAFI (tm) line has multiple applications, inclusive but not limited to, the
Medical Industry, Home Consumer, Residential Development Industry, Safety &
Protection (fire and police), Aircraft Industry, and the Recreational Vehicle
Industry. BAFI (tm) meets or exceeds regulatory compliance of this type of
product and is completed and in production.

The Secure Balance (tm) product is a private-label product that includes a
vestibular function testing system and balance therapy system available to
physicians throughout the United States.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP).

Principle of Consolidation and Presentation: The accompanying consolidated
financial statements include the accounts of Ingen Technologies, Inc. and its
subsidiaries after elimination of all intercompany accounts and transactions.
Certain prior period balances have been reclassified to conform to the current
period presentation

Use of estimates The preparation of the accompanying consolidated financial
statements in conformity with accounting principles generally accepted in the
United States requires management to make certain estimates and assumptions that
directly affect the results of reported assets, liabilities, revenue, and
expenses. Actual results may differ from these estimates.

Revenue Recognition The Company generally recognizes product revenue when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
fixed or determinable, and collection is probable. In instances where final
acceptance of the product is specified by the customer, revenue is deferred
until all acceptance criteria have been met. No provisions were established for
estimated product returns and allowances based on the Company's historical
experience. All orders are customized with substantial down payments. Products
are released upon receipt of the remaining funds.


                                      F-6
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Equivalents For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.

Fair Value of Financial Instruments The carrying amounts of the financial
instruments have been estimated by management to approximate fair value.

Property and Equipment Property and Equipment are valued at cost. Maintenance
and repair costs are charged to expenses as incurred. Depreciation is computed
on the straight-line method based on the following estimated useful lives of the
assets: 3 to 5 years for computer, software and office equipment, and 5 to 7
years for furniture and fixtures.

Income Taxes: Income tax expense is based on pretax financial accounting income.
Deferred tax assets and liabilities are recognized for the expected tax
consequences of temporary differences between the tax bases of assets and
liabilities and their reported amounts.

Net Loss Per Share Basic net loss per share includes no dilution and is computed
by dividing net loss available to common stockholders by the weighted average
number of common stock outstanding for the period. Diluted net loss per share
does not differ from basic net loss per share since potential shares of common
stock are anti-dilutive for all periods presented. Potential shares consist of
series A preferred stock.

New Accounting Standards: In June 2005, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standard (SFAS) No. 154,
"Accounting Changes and Errors Corrections, a replacement of APB Opinion No. 20,
Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in
Interim Financial Statement." SFAS 154 changes the requirements for the
accounting for and reporting of a change in accounting principle. Previously,
most voluntary changes in accounting principles were required recognition via a
cumulative effective adjustment within net income of the period of the change.
SFAS 154 requires retrospective application to prior periods' financial
statements, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. SFAS 154 is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 14, 2005; however, the Statement does not change the transition
provisions of any exi sting accounting pronouncements. The Company does not
believe this pronouncement will have a material impact in its consolidated
financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 153. This statement addresses the
measurement of exchanges of nonmonetary assets. The guidance in APB Opinion No.
29, "Accounting for Nonmonetary Transactions," is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that opinion; however, included certain
exceptions to that principle. This statement amends Opinion 29 to eliminate the
exception for nonmonetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of nonmonetary assets that do not have
commercial substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges incurred during fiscal years beginning after the dat
e of this statement is issued. Management believes the adoption of this
statement will have no impact on the consolidated financial statements of the
Company.


                                      F-7
<PAGE>

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In December 2004, the FASB issued SFAS No. 152, which amends FASB statement No.
66, "Accounting for Sales of Real Estate," to reference the financial accounting
and reporting guidance for real estate time-sharing transactions that is
provided in AICPA Statement of Position (SOP) 04-2, "Accounting for Real Estate
Time-Sharing Transactions." This statement also amends FASB Statement No. 67,
"Accounting for Costs and Initial Rental Operations of Real Estate Projects," to
state that the guidance for (a) incidental operations and (b) costs incurred to
sell real estate projects does not apply to real estate time-sharing
transactions. The accounting for those operations and costs is subject to the
guidance in SOP 04-2. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Management believes the adoption of
this statement will have no impact on the consolidated financial statements of
the Company.

In December 2004, the FASB issued Statement No. 123 (revised 2004), "Share-Based
Payment" ("SFAS 123(R)"), which requires the measurement and recognition of
compensation expense for all stock-based compensation payments and supersedes
the Company's current accounting under APB 25. SFAS 123(R) is effective for the
first interim or annual reporting period that begins after December 15, 2005 for
small business issuers. In March 2005, the Securities and Exchange Commission
issued Staff Accounting Bulletin No. 107 ("SAB 107") relating to the adoption of
SFAS 123(R).

The Company plans to use the modified prospective method to adopt this new
standard and will continue to evaluate the impact of SFAS 123(R) on its
operating results and financial condition. The pro forma information presented
above and in Note 10 presents the estimated compensation charges under SFAS 123,
"Accounting for Stock-Based Compensation." The Company's assessment of the
estimated compensation charges is affected by the Company's stock price as well
as assumptions regarding a number of complex and subjective variables and the
related tax impact. These variables include, but are not limited to, the
Company's stock price volatility and employee stock option exercise behaviors.
The Company will recognize the compensation cost for stock-based awards issued
after January 1, 2006 on a straight-line basis over the requisite service period
for the entire award.

In November 2004, the FASB issued SFAS No. 151, "Inventory Costs - an amendment
of ARB No. 43, Chapter 4." This statement amends the guidance in ARB No. 43,
Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted material
(spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that ". . .
under some circumstances, items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs may be so abnormal as to require
treatment as current period charges. . . ." This statement requires that those
items be recognized as current-period charges regardless of whether they meet
the criterion of "so abnormal." In addition, this statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities. This statement is effective
for inventory costs incurred during fiscal years beginning after June 15, 2005.
Management does no t believe the adoption of this consolidated statement will
have any immediate material impact on the Company.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and liabilities and
commitments in the normal course of business. In the near term, the Company
expects operating costs to continue to exceed funds generated from operations.
As a result, the Company expects to continue to incur operating losses and may
not have sufficient funds to grow its business in the future. The Company can
give no assurance that it will achieve profitability or be capable of sustaining
profitable operations. As a result, operations in the near future are expected
to continue to use working capital.

NOTE 3 - GOING CONCERN (continued)

To successfully grow the individual segments of the business, the Company must
decrease its cash burn rate, improve its cash position and the revenue base of
each segment, and succeed in its ability to raise additional capital through a
combination of primarily public or private equity offering or strategic
alliances. The Company also depends on certain contractors, and its sole
employee, the CEO, and the loss of any of those contractors or the employee, may
harm the Company's business.

The company incurred a loss of $1,602,827 and $307,255 for the years ended May
31, 2006 and 2005, and as of those dates, had an accumulated deficit of
$8,168,218 and $6,565,391, respectively.


                                      F-8
<PAGE>

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follow:

                                                           As of May 31,
                                                   -----------------------------
                                                     2006                2005
                                                   ---------          ---------
Automobile                                         $   9,500          $   9,500
Furniture & Fixture                                   27,222             26,660
Machinary & Equipment                                 61,277             60,305
Leasehold Improvements                                32,047              8,873
                                                   ---------          ---------
                                                     130,046            105,338
Less accumulated depreciation                        (98,408)           (80,411)
                                                   ---------          ---------

  Property and Equipment, net                      $  31,638          $  24,927
                                                   =========          =========

NOTE 5 - ACCRUED EXPENSES

Accrued expenses at May 31, 2006 and 2005 consist of:

                                                        2006              2005
                                                      --------          --------
      Accrued officer's compensation                  $112,000          $356,000
      Accrued interest expense                          32,782            28,930
      Accrued professional fees                         10,000                --
      Accrued payroll taxes                             24,211                --
      Accrued taxes                                        800             1,600
                                                      --------          --------
               Total                                  $179,793          $386,530
                                                      ========          ========

NOTE 6 - INCOME TAXES

Provision for income tax for the years ended May 31, 2006 and 2005 consisted of
$800 minimum state franchise tax per year.

As of May 31, 2006 and 2005, the Company has net operating loss carryforwards,
approximately, of $3,009,598 and $1,406,771, respectively, to reduce future
federal and state taxable income. To the extent not utilized, the carryforwards
will begin to expire through 2026. The Company's ability to utilize its net
operating loss carryforwards is uncertain and thus a valuation reserve has been
provided against the Company's net deferred tax assets. A valuation allowance is
recorded for the full amount of deferred tax assets of approximately $1,294,127
and $602,098, for the years ended May 31, 2006 and 2005, respectively, which
relates to these loss carryforwards, since future profits are indeterminable.

NOTE 7 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per
share:

                                                   FOR YEARS ENDED MAY, 31
                                              ----------------------------------
                                                  2006                 2005
                                              -------------       -------------
Numerator:
  Net Loss                                    $  (1,602,827)      $    (307,255)
                                              -------------       -------------
Denominator:
  Weighted Average Number of Shares             208,100,842           2,205,309
                                              -------------       -------------

Net loss per share-Basic and Diluted          $       (0.01)                NIL


                                      F-9
<PAGE>
As the Company incurred net losses for the years ended May 31, 2006 and 2005, it
has excluded from the calculation of diluted net loss per share approximately
14,134,547and no shares, respectively.

NOTE 8 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements. The Company has only one segment; therefore, the detail information
is not presented.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company had notes payable to a related party in the amounts of $70,826 and
$102,802 as of May 31, 2006 and 2005, respectively. The interest rate on the
loan is 6% and due upon working capital availability. The related accrued
interest is $32,782 and $28,930 as of May 31, 2006 and 2005, respectively.

As of May 31, 2005, there was a note payable to a related party for the amount
of $25,000 with zero interest. The note was paid in August 2005.

During the fiscal year ending May 31, 2006, the CEO of the Company received
5,454,546 shares of series A preferred for satisfaction of his accrued
compensation of $400,000.

NOTE 10 - LEASE OBLIGATION

The Company leases its corporate office under an unsecured lease agreement which
expires in April 1, 2008. As of May 31, 2006, the remaining lease obligation is
as follows:

                           Year Ending                 Lease
                             May 31,                Obligation
                       ---------------------------------------
                              2007                      9,300
                              2008                      7,750
                                                    ----------
                                                    $  17,050
                                                    ==========

The total rent expense for the year ended May 31, 2006 was $9,300.

NOTE 11 - INTANGIBLE ASSETS

The patents were fully impaired as of May 31, 2005 and the loss for the
impairment was $16,905.

NOTE 12 - GUARANTEES

The Company from time to time enters into certain types of contracts that
contingently require the Company to indemnify parties against third-party
claims. These contracts primarily relate to: (i) divestiture agreements, under
which the Company may provide customary indemnifications to purchasers of the
Company's businesses or assets; and (ii) certain agreements with the Company's
officers, directors and employees, under which the Company may be required to
indemnify such persons for liabilities arising our of their employment
relationship.

The terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of May 31, 2006.

NOTE 13 - PENDING LITIGATION

The pending litigation is with the previous landlord for breaking a facility
lease by the Company. The management estimated and accrued a loss for $143,500
in the year ended May 31, 2004. The litigation regarding the breaking the
facility lease was settled for $143,000 in August 2005.


                                      F-10
<PAGE>

NOTE 14 - PREFERRED STOCKS

On December 7, 2005, the Company had a reverse stock split of 3 to 1 for all
issued and outstanding preferred shares and converted all classes of preferred
shares into Series A preferred stock. The Company is authorized to issue
40,000,000 shares of no par value Series A preferred stock. As of May 31, 2006
and 2005, the Company had 14,134,547 shares of preferred stocks Series A issued
and outstanding and 36,900,000 shares of preferred stock issued and outstanding.
No dividends shall accrue or be payable on the Series A preferred stocks. The
Company has the right to redeem each share of Series A preferred stock for $1;
however, there is no obligation for this redemption. Each share of Series A
preferred stock is entitled to vote on all matters with holders of the common
stock; however, each Series A preferred stock is entitled to 1 vote. Each share
of Series A preferred stock is convertible, at the option of the holder and
subject to a 65 day written notice to the Company, at any time after the date of
the issuance into 1 share of fully paid and non-assessable share of common
stock. In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Company, the holders of Series A preferred stock shall be
entitle to be paid $1 per share before any payments or distribution of assets of
the Company to the holders of the common stock or any other equity securities of
the Company. The accompanying consolidated financial statements have been
retroactively adjusted to reflect the reverse stock split.

During the fiscal year ending May 31, 2006, the Company authorized and converted
7,619,999 shares of Series A preferred stock to common stock.

On May 21, 2006, the Company and a subscriber entered into an Investment
Contract (the "Contract") providing that the Company intends to raise at least
$5 million utilizing Replacement S-B of the SEC which the subscriber agreed to
purchase 3million shares of the Company's restricted series A preferred shares
at a price of $0.0733 per share or $220,000. These shares will be registered by
the Company in the S-B offering. As of May 31, 2006, all of 3million shares of
restricted series A preferred shares were issued and a subscription receivable
of $220,000 was recorded against the Company's equity.

NOTE 15 - COMMON STOCK

On October 31, 2005, the Board approved on reverse split to reduce the
authorized common shares to 100 million and also approved the reverse split of
40 to 1 outstanding and issued common shares; the effective was on December 7,
2006. The accompanying consolidated financial statements have been retroactively
adjusted to reflect the reverse stock split.


                                      F-11