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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                     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.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

This Form 10-KSB/A is being filed to amend Ingen Technologies, Inc.'s Annual
Report on Form 10-KSB for our fiscal year ended May 31, 2006 (filed on August 8,
2006). The purpose of this amendment is to include the certification of our
Chief Executive Officer and our Chief Financial Officer under Section 906 of
Sarbanes-Oxley.

Generally, no attempt has been made in this Form 10-KSB/A to modify or update
other disclosures presented in the original report on Form 10-KSB. This Form
10-KSB/A does not reflect events occurring after the filing of the original Form
10-KSB or modify or update those disclosures except as aforesaid. Information
not affected by the amendment is unchanged and reflects the disclosure made at
the time of the original filing of the Form 10-KSB with the Securities and
Exchange Commission on August 8, 2006. The following item or items have been
amended as a result of the filing of this amendment:


                         ANNUAL REPORT ON FORM 10-KSB/A
                         Fiscal Year ended May 31, 2006

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                                TABLE OF CONTENTS

                                    PART III


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

         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, Chief Executive Officer and Thomas
                  J. Neavitt, Chief Financial Officer.


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


                                    SIGNATURE

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 (by Power of Attorney in 10-KSB filed August 8, 2006).

                            INGEN TECHNOLOGIES, INC.

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

                                      Date: December 5, 2006