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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, 2005

                       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 [ ] No [x]

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 $794,314 for its most recent fiscal year.

As of May 31, 2005, the aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $891,000.*

The number of shares of Common Stock, no par value, outstanding on May 31, 2005,
was 127,287,593.

* Excludes the Common Stock held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding on May
31, 2005. The calculation does not reflect a determination that such persons are
affiliates for any other purposes.

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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, 2005 (filed on November
7, 2005). The purpose of this amendment is to modify our officers' and
directors' biographies and to correct an error by including the college degrees
of our Chief Executive Officer and Chairman, Scott R. Sand.

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 November 7, 2005. 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, 2005

                               TABLE OF CONTENTS

PART III


ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act         2

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PART III

ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act

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.

KHOO YONG SIN, DIRECTOR: KHOO Yong Sin 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.

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CHRISTOPHER EVANS, DIRECTOR: Has 30 years experience as a licensed attorney
specializing in corporate and SEC law. Previously, he was the Program Director
for the Office of the Governor, Dept. Of Community Affairs in Texas, and has
served as general counsel to a publicly traded electronics and aerospace
contractor. During his position as Associate Attorney his focus was on corporate
clients until he co-founded and managed a full service real estate development
company. Mr. Evans earned his Juris Doctor Degree at the Tulane University
School of Law in 1981, received his M.A. at the University of Texas at Austin
Texas (Public Affairs, 1975), and his B.A.(Political Science) at Tulane
University, New Orleans, Louisiana in 1971. Mr. Evans was partners in a law firm
for three years in Washington, D.C. His focus was litigations and claims before
the federal courts and agency boards of contract appeals. Since 1993, Mr. Evans
has had his law firm in Annandale, Virginia. His practice focuses upon corporate
finance, compliance with securities regulations, business acquisitions, and
federal tax matters.


                                   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
November 7, 2005).

                            INGEN TECHNOLOGIES, INC.

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

                                      Date: November 10, 2005

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