<page>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                               Amendment No. 1 to
                                   FORM 10-KSB/A


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

                     FOR THE FISCAL YEAR ENDED MAY 31, 2008

                       Commission File Number 000-28704

                            INGEN TECHNOLOGIES, INC.
             (Exact name of small business issuer as specified in its charter)

             Georgia                                          84-1122431
             -------                                          ----------
 (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 UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE
           SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The Registrant had revenues of $252,493 for its most recent fiscal year.

As of September 17, 2008, the aggregate market value of the shares of common
stock of the registrant held by non-affiliates was approximately $13,934, based
on the closing price of $0.03 per share for the common stock as quoted on that
date.*

The number of shares of Common Stock, no par value, outstanding on September 17,
2008 was 8,049,259.

* Excludes 7,584,803 shares of Common Stock held by executive officers,
directors and stockholders whose ownership exceeds 5% of the Common Stock
outstanding on September 17, 2008. The calculation does not reflect a
determination that such persons are affiliates for any other purposes.


================================================================================



<page>
                               TABLE OF CONTENTS


                                                                            Page
                                     PART I


ITEM 1.    Business                                                            3
ITEM 2.    Properties                                                         10
ITEM 3.    Legal Proceedings                                                  11
ITEM 4.    Submission of Matters to a Vote of Security Holders                11

                                     PART II


ITEM 5.    Market for Common Equity and Related Stockholder Matters
           and Small Business Issuer Purchases of Equity Securities           11
ITEM 6.    Management's Discussion and Analysis                               16
ITEM 7.    Financial Statements                                          33, F-1
ITEM 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                                36
ITEM 8A.   Controls and Procedures                                            36
ITEM 8A(T) Controls and Procedures                                            36
ITEM 8B.   Other Information                                                  36

                                    PART III


ITEM 9.    Directors, Executive Officers, Promoters, Control
           Persons and Corporate Governance; Compliance with
           Section 16(a) of the Exchange Act                                  40
ITEM 10    Executive Compensation                                             43
ITEM 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters                         44
ITEM 12.   Certain Relationships and Related Transactions, and
           Director Independence                                              45
ITEM 13.   Exhibits                                                           49
ITEM 14.   Principal Accountant Fees and Services                             51


                           FORWARD-LOOKING STATEMENTS


This Annual Report on Form 10-KSB contains forward-looking statements 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.

Unless the context otherwise requires, the "Company," "Ingen," "we," "us," and
"our" means Ingen Technologies, Inc. and its subsidiary.


                                       2



<page>

This Form 10-KSB has been amended to address comments from the SEC to the
Company in a letter dated October 9, 2008. We have updated our financial
statements to revise certain footnotes and to clarify that our May 31, 2006
financial statements are restated (the financial statements are now labeled
"restated"). We have updated Notes 3, 18 and 19 to our financial statements for
the fiscal years ended May 31, 2008 and May 31, 2007. A lawsuit that was filed
against the Company in the amount of $13,589 is now disclosed in Item 3. We have
also revised Item 8(A) T.

                                     PART I

ITEM 1. BUSINESS

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 a Nevada company, Ingen Technologies, Inc.
Ingen Technologies, Inc. survived as our subsidiary for the sole purpose of
operating our new business. However, we remained a Georgia corporation, with
completely new management and an active business plan in the medical devices
industry, operated by our subsidiary. 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 corporation, Mr. Sand became the Chief
Executive Officer and Chairman of the Board of Directors, positions he maintains
today. Mr. Sand owns 265,790 shares of our common stock (approximately 3.3% of
the 8,049,259 common shares outstanding as of September 19, 2008) and
approximately 91.2% of our issued and outstanding Series A Convertible preferred
shares (31,275,960 shares out of 34,279,960 outstanding shares) which vote on a
one-vote-per-share basis along with our common shares. As of September 19, 2008,
Mr. Sand owned approximately 74.5% 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 stockholders, contributed approximately $300,000 to the company in
exchange for preferred shares.

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 and
are designated as Series A Convertible Preferred Stock. Our stockholders
authorized a reverse split of common shares on a ratio of 40 into 1 on December
5, 2005; 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 and outstanding preferred shares from 39.9 million to 13.3
million. Our Series A Convertible preferred shares are convertible into common
shares on a 1 into 1 basis upon 65 days written notice. Our Series A Convertible
preferred shares are entitled to vote on an equal footing with common shares on
all matters for which stockholder voting input is required. Our common stock
traded under the symbol "IGTN" until December 5, 2005 and from December 8, 2005
through August 26, 2008 it traded under the trading symbol "IGTG." On August 27,
2008, we effected a reverse split of our common stock at a rate of 600 to 1 and
our stock symbol changed to "ITEC."

In February 2008, we amended our Articles of Incorporation to increase the
number of authorized shares of common stock from 100,000,000 to 750,000,000.

Our stockholders authorized a reverse split of common shares on a ratio of 600
into 1, effective on August 27, 2008; thereby reducing the number of issued and
outstanding shares from 342,946,942 to 572,259. Our Series A Convertible
Preferred shares were not affected by this reverse stock split.

We issued an aggregate of $2,135,000 in convertible debentures from June 2006
through July 2007. We issued convertible debentures with a total face value of
$2,060,000 to a group of investors and warrants representing the right to
purchase 29,000,000 shares of common stock (representing the right to purchase
48,333 shares of common stock following the reverse split that was effective
August 27, 2008) during the fiscal years ended May 31, 2007 and May 31, 2008.
During the fiscal year ended May 31, 2008, the holders of these convertible
notes converted $23,453 of these notes into 27,927,000 shares of our common
stock (46,545 shares of common stock after adjusting for the reverse stock split
that was effective in August 2008). If all of the notes outstanding as of May
31, 2008 were converted into common stock and all of the warrants were
exercised, we would be required to issue over 6.8 billion shares of our common
stock to the noteholders (this would be approximately 11.33 million shares of
our common stock after the effect of the reverse stock split on August 27,
2008).

                                       3
<page>

Subsequent to May 31, 2008, we issued $225,000 in convertible debentures to
three of the convertible note holders under an agreement dated June 16, 2008
providing for the issuance of up to $500,000 in secured callable convertible
notes and common stock purchase warrants covering 20,000,000 shares of our
common stock. On September 5, 2008, we amended the agreement dated June 16,
2008. Under the terms of this amendment, the conversion rate and interest rate
of the following convertible debentures have been adjusted. This amendment
applies to the $1.5 million convertible debt entered into on July 25, 2006, the
$450,000 convertible debt entered into on March 15, 2007, the $110,000
convertible note entered into on July 30, 2007 as well as the $500,000
Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage"
(as defined in each of the notes to be the rate at which the note holders can
convert their debt into common stock) has been adjusted to 40%. This means that
the convertible note holders can now convert their debt into stock at the
average of the lowest three trading prices for the common stock during the
twenty day trading period prior to conversion multiplied by 40%. Also the
interest rate on all convertible notes has been adjusted from 6% to 12%. This
interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008,
this interest rate adjustment would be applied to $2,031,547 in outstanding
convertible debt.

OVERVIEW:

Ingen Technologies, Inc. is an emerging medical device manufacturer registered
with the US Food & Drug Administration and certified by the California
Department of Health Services. The company develops, markets and distributes
medical technologies and products with applications in the respiratory device
markets and the medical diagnostics market; as well as markets in emergency
response, aviation, military and consumer markets. Ingen owns a variety of
intellectual property, including domestic and foreign patents. Ingen's products
include Oxyview and OxyAlert, which are respiratory products; GasAlert, a
commercial consumer product using the same technology as OxyAlert; and Secure
Balance, a private-label product that includes a vestibular function testing
system and balance therapy system. Further, the company will distribute
PogaMoonga, a natural energy drink for oxygen therapy patients and consumers.


PRODUCTS:

Ingen Technologies manufactures the medical devices Oxyview and OxyAlert; which
are products designed for the growing respiratory patient market in the USA and
abroad. Oxyview and OxyAlert provide the respiratory clinicians, including
pulmonologists, respiratory therapists and patient care technicians an
innovative medical product that provides assurance and safety to home oxygen
patients and hospitalized patients while monitoring oxygen flow during oxygen
therapy. Patients using portable oxygen concentrators, home oxygen
concentrators, liquid oxygen and oxygen gas can use Oxyview and OxyAlert to
improve their oxygen delivery. The Oxyview and OxyAlert respiratory products
have been accepted by various national respiratory foundations, including the
National Home Oxygen Patient Association and the National Emphysema/COPD
Foundation.

Oxyview, patents pending, is a Class-I medical device as classified with the US
Food and Drug Administration as an in-line oxygen flow meter that is powered by
the flow of oxygen and requires no batteries. Oxyview provides a visual cue to
the patient or administrator, indicating the continuous flow and volume of
oxygen during therapy. It allows the user to be sure that they are receiving the
proper oxygen level and alerts them if adjustments need to be made. This device
will simplify the oxygen therapy process and therefore, is aimed to preserve,
otherwise, costs spent by insurance companies associated with unnecessary
service calls. Oxyview is reusable, requires no batteries, works all the time in
any position with all liquid or gas oxygen delivery systems, and easily installs
anywhere below the cannula nearest the patient where oxygen flow matters the
most. Purchasers of Oxyview since its introduction in early 2007 include oxygen
suppliers, respiratory equipment manufacturers, medical supply stores and
patients. In addition to Oxyview, the company is set up to begin selling a
natural energy drink referred to as PogaMoonga. This product is a natural drink
processed from pomegranate, aloe vera and the leaves and seeds of the moringa
tree. This product provides oxygen therapy patients, and consumers with a way to
naturally increase their energy levels.

OxyAlert, formerly named BAFI, is a multi-patented wireless digital pressure
gauge with hand-remote, and audio/visual safety warning device used on
stationary and remote oxygen delivery devices, such as concentrators and
cylinders; used by patients, hospitals, commercial aircraft, military transport,
and fire and safety equipment. OxyAlert(TM) technology uses digital sensing and
wireless RF data transfer technology so that users can access a hand-held remote
to monitor the actual oxygen level from a reasonable distance. OxyAlert(TM)
increases safety, accuracy and convenience during oxygen therapy. OxyAlert(TM)
is now under an FDA 510k evaluation required before the FDA will classify the
device.


                                       4
<PAGE>


GasAlert, patents pending, is a commercial consumer product using the same
technology as OxyAlert. This device will monitor and detect gas flow for home
appliances, such as ovens, washer, dryer, refrigerator and outdoor plumbed
barbeques. GasAlert uses the same technology as OxyAlert, and its application is
directed towards determining gas leaks. GasAlert will be marketed upon the US
Food and Drug Administration's classification and acceptance of OxyAlert.

The Secure Balance 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. This is an
accepted method among physicians to provide diagnostic testing of the inner-ear
and central nervous system, in order to provide qualitative results that
determine a diagnosis of a patients balance problem. The balance therapy system
is manufactured by SportKAT, Inc. in San Diego, California. SportKAT provides
private-label testing and balance therapy systems to others. This system is used
to provide therapy to patients with balance problems through the use of
computerized clinical software tools. We have our own trademark on Secure
Balance. Our Secure Balance program provides balance testing/assessment
equipment, education and training about balance and fall prevention to
physicians and clinicians worldwide.

MARKETS AND DISTRIBUTION:

In June 2006 the company invested $45,000 to engage InTouch Life Sciences, LLC
to perform an independent market survey for Oxyview and OxyAlert. On November
20, 2006, InTouch Life Sciences, LLC, based in Raleigh-North Carolina, submitted
the final report for the sole purpose to provide Ingen with information
regarding the United States market opportunity for Oxyview and OxyAlert. InTouch
Life Sciences, LLC is a consulting firm that assists companies in all aspects of
commercializing life science technologies by providing experienced medical
device executives and consultants with expertise in company research, product
development, licensing and sales. The market survey conducted in 2006 indicates
that the US respiratory market represents total annual revenues of $8 billion
dollars of which $4 Billion may provide market applications for Oxyview and
OxyAlert, and is mainly comprised of respiratory equipment manufacturers, and
home oxygen service providers. The Company's research has shown that the
identified markets would be interested in acquiring the Oxyview and OxyAlert
products for their applications. The physician market continues to have a
growing interest in providing Oxyview units to their patients by means of
assurance and safety. The company has demonstrated through contractual relations
that respiratory equipment manufacturers have an interest. Further, patients and
oxygen service providers continue to purchase Oxyview through our website or
distribution.

According to the 2002 CDC Report, there are approximately 32 million people
living in the United States that suffer from Chronic Obstructive Pulmonary
Disease, more commonly known as "COPD", the major cause of hospitalizations and
the fifth leading cause of death in the United States. The majority of the COPD
patients receive oxygen therapy and qualifies in using the respiratory products
manufactured by the company. OxyAlert will use the same distribution channels
that currently sell Oxyview.

Ingen has focused its efforts with introducing and branding Oxyview through
major industry publications, including Advanced Magazine, Respiratory Therapy
Magazine, HME Today (Home Medical Equipment), AARC Times (American Academy of
Respiratory Care), NHOPA (National Home Oxygen Patient Association), National
COPD Foundation, and many others. The company has established a web based
purchase program where patients can purchase product direct from the Ingen
website. Further, the company is expanding national distribution through an
established network of experienced manufacturing representatives. Since
Oxyview(R)'s introduction, the company has sold approximately 30,000 Oxyview
units, and continues to pioneer the product through media, print and radio
sources. The list price of Oxyview is $24.95, and in comparison to other
conventional flow meters, Oxyview is lower in price and differs in such that the
device is gravity-independent and more accurate than other oxygen flow meters.
Other oxygen flow meters rely on gravity since they are using a small
ball-in-tube design that has been in existence for more than 80 years. These
older style models are heavy and can only be attached to the delivery source,
whereas Oxyview is made of light-weight polycarbonate, and can attach near the
patient in-line with the oxygen cannula. Oxyview is more accurate than the
conventional flow meter only because it works in any position real-time, versus
a conventional flow meter that can only work properly if held in vertical
position as to allow gravity to calibrate with the ball position and reading.
Further, Oxyview is not affected by altitude, vibration, humidity or
temperature, whereas the conventional flow meter can only operate properly in a
cool dry environment.


                                       5
<PAGE>


Oxyview(R) is distributed nationally within the medical respiratory markets
through various experienced exclusive manufacturer representative organizations,
and the company has recently contracted distributors for Canada and Asia. In
addition to a growing distribution, the company has contracted various
respiratory equipment manufacturers in the United States that will include
Oxyview along-side their existing products. Further, the company has effected
group purchasing organization ("GPOs") contracts with major hospital networks,
and continues to expand these hospital markets. Hospitals and other health care
providers use group purchasing to obtain the right products at the very best
price. Overall, according to Knowledge Source (a leading source of healthcare
market information) about 72 percent of purchases that hospitals make are done
using GPO contracts. The US healthcare industry spends over $200 billion
annually in medical and non-medical products with more than 70% allocated
through a GPO. GPOs save hospitals and free standing nursing homes between 10 to
15 percent of their purchasing costs. Additionally, GPOs provide valuable
savings to hospitals and other providers by helping them standardize and
streamline their purchasing, as well as reduce the number of non-clinical staff
that hospitals must employ to negotiate purchasing contracts. There are more
than 600 organizations in the United States that participate in some form of
group purchasing.

Oxyview is also distributed nationally within the aviation market through
several experienced aviation oxygen suppliers. According to the 2007 Aircraft
Owners and Pilot Association (AOPA) Statistics, there are 624,007 certified
pilots in the United States and a total of 221,943 active aircraft. Each pilot
and aircraft is responsible to carry a portable emergency oxygen system.
Oxyview(R) has been engineered with applications for both aviation oxygen masks
and nose cannulas. The mask is used for altitudes above 18,000 feet, and
cannulas are required below 18,000 feet.

Ingen has submitted a formal proposal to the US government and military to offer
Oxyview(R) as a product for all oxygen based equipment for VA Hospitals,
government transport and emergency response. The company received a letter of
response on May 8, 2008 from the Department of Veterans Affairs, Office of
Acquisition and Material Management stating that the Federal Supply Schedule
("FSS") Service is in receipt of Ingen's offer. We were informed that we
currently lack the required sales criteria needed to procure an FSS contract
($150,000 in commercial sales). The solicitation is open and will be
reconsidered any time when the company meets the required sales criteria.

The company contracts with a single national exclusive distributor for Secure
Balance, and currently is reorganizing the product website and marketing program
due to changes with Medicare reimbursement. Specifically, in June 2007, the
Centers for Medicaid and Medicare Services ("CMS") reduced the reimbursement
schedule for Vestibular Function Testing, and further changed its policies
regarding balance therapy. The new policy guidelines have removed the licensed
physician from performing any therapy, and it is now the sole responsibility of
a licensed physical therapist. The company intends to launch the new website and
marketing program in January 2009 to comply with the new reimbursement codes and
policy changes. According to the 2008 statistics regarding vestibular disorders
and balance disorders published by the Vestibular Disorders Association; over 90
million Americans, age 17 and older, have experienced a dizziness or a balance
problem. A majority of individuals over 70 years of age report problems of
dizziness and imbalance, and balance-related falls account for more than
one-half of the accidental deaths in the elderly. Furthermore, in a sample of
persons age 65-75, one-third reported that dizziness and imbalance degraded the
quality of their lives. Dizziness is a common symptom affecting about 30% of
people over the age of 65. U.S. doctors reported 5,417,000 patient visits in
1991 because of dizziness or vertigo. The National Institutes of Health
estimates that about 545,000 people in the U.S. have Meniere's disease and that
38,250 are diagnosed each year. The Secure Balance product diagnoses and treats
Meniere's disease.


SALES AND COMPETITION:

All of our company's sales in the fiscal year ending May 31, 2006 ($846,783) and
approximately 98% of our sales in the fiscal year ended May 31, 2007 ($704,490
out of total sales of $720,678) were sales of Secure Balance. This percentage
dropped to 82.1% of our total sales resulting from sales of Secure Balance. We
expect the percentage of our total sales coming from Secure Balance to continue
to fall as we focus the vast majority of our sales and marketing efforts on
Oxyview and as we move toward the introduction of our OxyAlert product. Our
total sales in the fiscal year ended May 31, 2008 were $252,493 of which
$207,358 were derived from sales of our Secure Balance privately-labeled
product.


                                       6
<PAGE>


The company revenues indicate a decline in Secure Balance sales and an increase
with Oxyview sales. The Secure Balance sales have declined due to government
cuts and changes in regulations for vestibular function testing and balance
therapy. Further, the company is not a manufacturer of any Secure Balance
products, and as a result has no control over competitive pricing or
manufacturing costs. This would affect margins and gross profits of all Secure
Balance sales. The Oxyview sales have increased because the company is the
manufacturer of Oxyview and can control manufacturing costs and competitive
pricing for its distribution, hospital group purchasing organizations and
partnerships with its respiratory equipment manufacturers.

The competition with Secure Balance continues to increase, and in most instances
the niche market that Secure Balance attracts is saturated with products related
to vestibular function testing, balance therapy and balance medicine. For
example, there are now eight major manufacturers of vestibular function testing
systems, and six major manufacturers of balance therapy equipment. The total
market size for Secure Balance sales consists of less than 150,000 physician
specialists, inclusive of neurologists, otolaryngologists, neurotologists,
audiologists and general practice physicians (according to statistics reported
by the American Medical Association).

The competition with Oxyview is very small. There are 3 major manufacturers of
oxygen flow meters, all of whom manufacture the gravity dependent [ball in tube]
flow meter that can only attach directly to the delivery system. Specifically,
there are two other in-line oxygen flow meters, the Liter-Meter manufactured by
Erie Medical, Inc., and the Rotameter manufactured by King Instruments. Both of
these devices are gravity dependent flow meters that include glass housings and
are heavier as compared to the Oxyview. Oxyview only weighs approximately 4
grams, less than 1/4 the weight of the Liter-Meter and Rotameter. It is made of
medical grade polycarbonate which is lighter, more durable and less of a safety
factor compared to the glass house used on the competitive models. More
important, Oxyview is not gravity dependent and works in any position, providing
a more accurate reading and more user friendly environment for the patients and
clinicians. The Liter-Meter and Rotameter are gravity dependent, and must be
held vertical to provide a reading. Oxyview is not affected by normal
temperature changes and humidity, and can function at high altitudes for private
and commercial aviation use; whereas the Liter-Meter and Rotameter are affected
by temperature, humidity and gravity, and become even more unstable in providing
a reading for oxygen flow rate.


INTELLECTUAL PROPERTY:

The company's patent attorney has represented all of the US and Foreign Patents,
and Trademarks for all of the company's products since 2000. The first US Patent
for OxyAlert(R) (formerly named BAFI(R)) was issued on October 24, 2000, US
Patent no. 6,137,417 and expires May 24, 2019. A second US Patent was issued for
OxyAlert(R) on December 4, 2001 and expires October 24, 2020, US Patent no.
6,326,896. Concurrently, the company received registered trademarks for BAFI(R)
on November 21, 2000 registration no. 2,406,214, and for OxyAlert(R) on April 4,
2006, registration no. 3,076,716. In connection with the OxyAlert(R) trademark,
the company received the registered trademark for GasAlert(R) on April 11, 2006,
registration no. 3,079,488. The Oxyview(R) trademark was registered on May 20,
2008, registration no. 3,433,217. US patents for Oxyview(R) were filed June 16,
2006, pending serial no. 78-886168. Foreign patents for Oxyview(R) were filed in
Japan, People's Republic of China and the European Communities; reference
Japanese Patent Application no. 2006-331151, People's Republic of China Patent
Application no. 200710005067.4, and European Patent Application no.
06,122,455.6. The Secure Balance(R) trademark was recently approved and
published by the US Patents and Trademarks Office, no. 77-405551. 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.


LICENSE AND CERTIFICATIONS:

The company's operations are located at 35193 Avenue A, Yucaipa, California. The
company holds the following current licenses, registrations and certifications
in good standing: Business Permit for the City of Yucaipa license no. 6857
expires June 30, 2011, Manufacturing License for the State of California
Department of Health Services license no. 47146 expires July 3, 2010, Registered
Medical Device Manufacturer Food and Drug Administration Establishment
Registration no. 3005686869, Food and Drug Administration Export Certificate for
China no. 47146, Food and Drug Administration Export Certificate for Taiwan no.
47146, and Sales Tax Permit California State Board of Equalization no.
100-780741.


                                       7
<PAGE>


THE HEALTH CARE INDUSTRY:

According to Kaiser's most current statistics available at kaiserEDU.org, health
care costs have been rising for several years. Expenditures in the United States
on health care surpassed $2 trillion in 2006, almost three times the $714
billion spent in 1990, and over eight times the $253 billion spent in 1980.
Stemming this growth has become a major policy priority, as the government,
employers, and consumers increasingly struggle to keep up with health care
costs. In 2006, U.S. health care spending was about $7,026 per resident and
accounted for 16% of the nation's Gross Domestic Product (GDP). Total health
care expenditures grew at an annual rate of 6.7 percent in 2006, a slower rate
than recent years, yet still outpacing inflation and the growth in national
income.

Although Americans benefit from this increasing investment in health care, the
recent rapid cost growth, coupled with an overall economic slowdown and rising
federal deficit, is placing great strains on the systems we use to finance
health care, including private employer-sponsored health insurance coverage and
public insurance programs such as Medicare and Medicaid. Since the year 2000,
employer-sponsored health coverage premiums have increased by 87 percent.
Employers are increasingly shifting costs to their employees in the form of
higher premiums, deductibles, and co-payments. With workers' wages growing at a
much slower pace than health care costs, many face difficulty in affording this
growth in out-of-pocket spending.

Largely due to the implementation of the Medicare Part D benefit in January
2006, Medicare program spending increased 18.7% in 2006. Conversely, since drug
coverage for dual eligibility was transferred from Medicaid to Medicare,
spending in the Medicaid program decreased 0.9% in 2006, the first drop in
Medicaid spending since its creation in 1965. However, it still accounts for 40%
of national health spending and comprises one of the largest items in state
budgets.

Controlling health care expenditures requires a solid understanding of the
factors that are driving the growth in spending. Some of the major factors to
consider are:

o        Intensity of services - The nature of health care in the U.S. has
         changed dramatically over the past century with longer life spans and
         greater prevalence of chronic illnesses. This has placed tremendous
         demands on the health care system, particularly an increased need for
         treatment of ongoing illnesses and long-term care services such as
         nursing homes.

o        Prescription drugs and technology - Spending on prescription drugs and
         the major advancements in health care technology have been cited as
         major contributors to the increase in overall health spending. After
         six consecutive years of slowing growth, prescription drug spending
         growth accelerated in 2006, due in large part to the implementation of
         the Medicare Part D benefit. The effect of spending on technology, such
         as devices, is harder to estimate. Some analysts state that the
         availability of more expensive, state-of-the-art drugs and
         technological services fuels health care spending not only because the
         development costs of these products must be recouped by industry but
         also because they generate consumer demand for more intense, costly
         services even if they are not necessarily cost-effective.

o        Aging of the population - Health expenses rise with age and as the baby
         boomers are now in their middle years, some say that caring for this
         growing population has raised costs. This trend will continue as the
         baby boomers will begin qualifying for Medicare in 2011 and many of the
         costs are shifted to the public sector.

o        Administrative costs - 7% of health care expenditures are for
         administrative costs (e.g. marketing, billing) and this portion is much
         lower in the Medicare program (<2%), which is operated by the federal
         government. Some argue that the mixed public-private system creates
         overhead costs that are fueling health care spending.

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 company's respiratory product line will be targeted
for the oxygen supplier with referrals from a primary care provider and
pulmonary/respiratory therapy specialist through a manufacturing representative
distribution network.

Government agencies and employer insurance liability carriers have incentive to
reduce bottom-line expenditures, thereby creating target markets for the Oxyview
and OxyAlert product line. The company believes the product line will offer a
more cost-effective approach to decreasing the number of services calls as
compared to costs associated with unnecessary service calls from home oxygen
patients who cannot determine oxygen flow rate and functionality.


                                       8
<PAGE>


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, have 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 Oxyview product is registered as Class-I by the U.S. Food and Drug
Administration, and as such, the company is registered and conducts its quality
assurance procedures under the guidelines established by the U.S. Food and Drug
Administration. Further, the company must comply with the State of California
Department of Health Services quality assurance policies, and on June 29, 2007,
the company was audited by the Department of Health Services. Following the
audit, the company received a license to conduct manufacturing of Oxyview in the
State of California.

LABELING AND ADVERTISING. The company is in compliance with FDA labeling
guidelines. The marketing claims that we may make in the labeling and
advertising of our medical devices is limited by FDA guidelines. Should we make
claims exceeding those guidelines, such claims will constitute a violation of
the Federal Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug,
and 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


                                       9
<PAGE>


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. Recently the FDA has approved
Export Certification to sell Oxyview in Taiwan and People's Republic of China.
The company is currently seeking FDA Export Certification for Japan, Canada and
Saudi Arabia.

MANUFACTURING

Ingen uses a contract manufacturer to process and package Oxyview. Accent
Plastics, Inc. is based in Corona-California and is ISO Certified to process and
package Oxyview in a clean-room environment.

The company does not manufacture any of the Secure Balance products. 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, Inc. in San Diego,
California.


RESEARCH AND DEVELOPMENT

The company has invested money into research and development of its respiratory
product lines, and continues to invest in improved tooling methods, product
changes and studies. During fiscal year 2008, Ingen redesigned Oxyview from
model IN205A to the new model IN206A. This new development resulted in a more
easily read device with a wider range to monitor oxygen flow rate. Specifically,
the company could save 25% in product costs by adding a special red dye to the
polycarbonate piston during mold injection. This change resulted in a less
costly process to color the piston and allow the user to better see the piston
location from a greater distance. Further, the company was able to
technologically create a low tolerance spring that resulted in the ability to
measure oxygen flow rate from 0-6 liters/minute. Model IN205A was only capable
to measuring flow rate from 0-4.5 liters/minute. In essence, this increased the
sales potential by reaching a larger majority of users. Over the last two years,
the company has spent a total of over $25,145 on research and development
activities ($11,932 in the fiscal year ended May 31, 2008 and $13,213 in the
fiscal year ended May 31, 2007). The company is solely responsible for these
costs.


EMPLOYEES

Our wholly owned subsidiary currently has five full-time employees. Our company
is a holding company formed in Georgia that owns or has rights to certain
proprietary products and operates our business through our subsidiary, Ingen
Technologies, Inc., a Nevada company. Mr. Scott R. Sand, our CEO, Founder and
Chairman is employed under an employment agreement with the Company. This
agreement was effective as of September 21, 2006. Under its terms Mr. Sand is
entitled to $200,000 per year for a period of five years and 300,000 shares of
common stock per year. As of May 31, 2008, Mr. Sand is due $1,747 for expenses
paid on behalf of the company.


ITEM 2. PROPERTIES

We do not own real property. We lease approximately 2,000 square feet of office
space in Yucaipa, California at a current rental rate of approximately $1,700
per month under the terms of a lease agreement that expires on April 1, 2011. We
also rent, on an oral month-to-month basis, a portion of our Chief Executive
Officer, Scott R. Sand's personal residence as a second office for Mr. Sand and
for storage space. The rental on this facility is $1,600 per month for about
1,200 square feet of office and storage space. These facilities are adequate for
our current requirements.


                                       10
<PAGE>


ITEM 3. LEGAL PROCEEDINGS

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil
case in the Superior Court of the County of San Bernardino. The filing was made
by Citibank and sought damages of $13,589 stemming from past due credit card
charges. This credit card was a corporate credit card guaranteed by Mr. Sand and
both Mr. Sand and the Company were included in the filing. On October 14, 2008,
Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three
installments up through November 28, 2008. Upon the timely payment of the three
installments, the plaintiff will file a Dismissal With Prejudice of the entire
action. Should payments not be made in a timely fashion, the settlement offer
will be null and void and the plaintiff will continue with all applicable legal
remedies.


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

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

                               MARKET INFORMATION

Our common stock trades on the "Pink Sheets." Our common stock traded under the
trading symbol "IGTG" during the fiscal years reported below. 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 1, 2006 to May 31, 2008,
our last two fiscal years. The quotations reflect inter-dealer prices without
retail markups, markdowns, or commissions and may not represent actual
transactions.

The prices have been adjusted for the reverse stock split that was effective on
August 27, 2008 (at a rate of 600 to 1).

TRADING INFORMATION AS REPORTED BY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS COMPOSITE FEED OR OTHER QUALIFIED INTER-DEALER QUOTATION MEDIUM. THESE
PRICES WERE REPORTED BY PINKSHEETS.COM.


                                              CLOSING BID
                           HIGH*                                           LOW*
                           ----------------------------------------------------

JUNE 1
THRU                       78.00                                         30.00
AUG. 31, 2006

SEPT 1
THRU                       42.00                                         18.00
NOV. 30, 2006

DEC. 1, 2006
THRU                       42.00                                          24.00
FEB. 28, 2007

MAR. 1
THRU
MAY 31, 2007               36.00                                          18.00

JUNE 1
THRU                       60.00                                          18.00
AUG. 31, 2007

SEPT 1
THRU                       42.00                                          18.00
NOV. 30, 2007

DEC. 1, 2007
THRU                       30.00                                          6.00
FEB. 29, 2008

MAR. 1
THRU
MAY 31, 2008                9.00                                          0.30

* Adjusted for the reverse stock split that was effective on August 27, 2008 (at
a rate of 600 to 1).

On August 27, 2008, there were 624 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.


                                       11
<PAGE>


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.


EQUITY COMPENSATION PLANS

The following table sets forth as of May 31, 2008 compensation plans (including
individual compensation arrangements) under which equity securities of the
company are authorized for issuance:

Equity Compensation Plan Information
<TABLE>
<CAPTION>
<S>     <C>

Plan Category                       Number of securities to be
                                      issued upon exercise of      Weighted-average exercise price  Number of securities remaining
                                   outstanding options, warrants  of outstanding options, warrants   available for future issuance
                                            and rights                       and rights             under equity compensation plans
                                                (a)                              (b)                (excluding securities reflected
                                                                                                            in column (a))
                                                                                                                  (c)

Equity compensation plans        0                                0                                0
approved by security holders
Equity compensation plans not
approved by security holders     1,000,000 shares of Series A     $.04                             20,000,000 shares of common stock
                                 Preferred Stock (1)                                               7,000,000 shares of Series A
                                                                                                   Preferred Stock (3)(4)
                                 250,000 shares of common stock
                                 (2)                              $.50
Total                            1,000,000 shares of Series A     $.04                             20,000,000 shares of common stock
                                 Preferred Stock(1)                                                7,000,000 shares of Series A
                                                                                                   Preferred Stock (3)(4)
                                 250,000 shares of common stock   $.50
                                 (2)
</TABLE>

(1) On January 18, 2007, we issued options to purchase 1,000,000 shares of
Series A Preferred Stock to Peter Wilke, our then general counsel. The option
price is $0.04 and the term is five years.

(2) On March 31, 2008, we issued an anti-dilutive 3-year common stock purchase
warrant to purchase 250,000 shares of our common stock to our legal counsel. The
warrants have an exercise price of $0.50 per share and may be exercised at any
time prior to March 31, 2011.

(3) On January 22, 2007, we approved the January 2007 Non-Qualified Stock Plan
(the "Plan"). The purpose of the Plan is to compensate key employees, advisors,
service providers and consultants by issuing them shares of our common stock or
options to purchase shares of common stock in exchange for services rendered. We
authorized up to 20 million shares of our common stock and up to 8 million
shares of our preferred stock for issuance under the Plan.

(4) In November 2006, in connection with an agreement to purchase the rights of
Oxyview from Francis McDermott, we agreed to issue Mr. McDermott options to
purchase 2,000,000 shares of common stock at an exercise price of $.06 per
share. The options were to be issued only upon the sale of at least 1,000,000
units of Oxyview and terminate five years thereafter. In May 2008, we agreed to
issue 2,000,000 shares of Series A preferred stock to Mr. McDermott to cancel
these options. The stock was not issued as of May 31, 2008 and we have booked
$2,000 as a stock subscription.

We have outstanding options held by one individual to purchase 1,000,000 shares
of our Series A Convertible Preferred stock.


                                       12
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

Preferred Stock (fully vested)

Options                                                    Weighted-Averaged
Outstanding                            Weighted-Average    Remaining Contractual      Intrinisic
as of                  Shares          Exercise Price      Term                       Value
                       ------          --------------      ---------------------      -----

May 31, 2008            1,000,000        $0.04             4.58 years                  $39,535
</TABLE>


For purposes of calculating the intrinsic value of the options to purchase
Series A Preferred Stock, we used the trading value and volatility of our common
shares. There is no market for the Series Preferred stock, but each share is
convertible at a one-for-one rate into our common stock. The intrinsic value of
the stock options will be amortized over the life of the contract.


RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended May 31, 2008, we sold the following securities without
registration under the Securities Act of 1933 in reliance on the exemption
contained in Section 4(2) and/or Regulation D promulgated thereunder. No general
solicitation or advertising was used in connection with the sale of the shares
and all shares were issued with a restrictive legend.

Common Stock
-------------

a)       In March 2008, we issued a total of 30,000 shares of our restricted
         common stock to our CEO, Scott Sand (adjusted for the 1 for 600 reverse
         stock split on August 27, 2008) originally issued as 18,000,000 shares
         of restricted common stock). The stock was issued to retire accrued
         compensation in the amount of $108,000. We valued this stock at $0.006
         per share, which was the closing price of the common stock on the date
         of issuance. The reverse stock split adjusted price of the common stock
         is $3.60 per share.

b)       In March 2008, we issued a total of 16,668 shares of our restricted
         common stock to two entities in exchange for service rendered (adjusted
         for the 1 for 600 reverse stock split on August 27, 2008, the stock was
         originally issued as 10,000,000 shares of restricted common stock). We
         valued this stock at $0.006 per share, which was the closing price of
         the common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $3.60 per share.

c)       In March 2008, we issued a total of 3,000 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to the seven members of our Board of Directors and an
         officer. This was originally issued as 1,800,000 shares of restricted
         common stock. 1,200,000 shares were issued for Directors' fees, 300,000
         shares were issued to Scott Sand, our CEO under the terms of his
         employment agreement, and 300,000 shares were issued to Tom Neavitt, an
         officer for his services rendered as Chief Financial Officer. We valued
         this stock at $0.006 per share, which was the closing price of the
         common stock on the date of issuance. The reverse stock split adjusted
         price of the common stock is $3.60 per share. The total value of the
         stock issued was $10,800.

d)       On March 31, 2008, the Company issued to a consultant an anti-dilutive
         warrant granting the holder the right to purchase up to 250,000 shares
         of common stock at $.50 per share until March 31, 2011. The Company
         also issued the consultant a convertible promissory note in the
         principal amount of $37,000. On or before September 1, 2010, the holder
         may convert the note into shares of the Company's common stock. In all
         circumstances, the holder shall receive a minimum of 400,000 shares of
         the Company's common stock. Furthermore, in the event of a merger,
         consolidation, combination, subdivision, forward split or reverse
         split, any portion of the unpaid amount of this note may be converted
         into fully-paid, non-assessable shares of the Company's common stock,
         at a conversion price equal to $.25 per share.

e)       In April 2008, we sold a total of 4,167 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to one individual. This was originally issued as 2,500,000 shares
         of restricted common stock. The stock was sold for cash at a price of
         $0.006 per share. The reverse stock split adjusted price of the common
         stock is $3.60 per share. The total consideration received by the
         Company was $15,000.


                                       13
<PAGE>


f)       In April 2008, we issued a total of 133 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to one individual. This was originally issued as 80,000 shares of
         restricted common stock. The stock was issued for services rendered and
         was valued at a price of $0.005 per share, which was the closing price
         of common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $3.00 per share. The total value
         of the stock issued was $400.

g)       In April 2008, we issued a total of 10,000 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to an entity (originally issued as 6,000,000 shares of
         restricted common stock). The stock was issued for services rendered
         and was valued at a price of $0.0032 per share, which was the closing
         price of common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $1.92 per share. The total value
         of the stock issued was $19,200.

h)       In April 2008, we authorized the issuance for a total of 1,200,000
         shares of our restricted common stock to Bradley Klearman, who is one
         of our directors, and as part of his consulting agreement (after the 1
         for 600 reverse stock split on August 27, 2008, this was equal to 2,000
         post reverse stock split shares of common stock). Under this agreement,
         Mr. Klearman receives $3,000 per month retainer paid either in cash or
         restricted shares, depending on the company's ability to pay. The
         company owed Mr. Klearman $3,000 for the month of February 2008, and an
         additional $3,000 for the month of March 2008. The total amount owed
         prior to April 1, 2008 was $6,000. The fair market value of the company
         stock at that time was $0.005 per share. The calculation of shares were
         derived by dividing the amount owed of $6,000 by the fair market value
         of $0.005.

i)       In April 2008, we sold a total of 4,385 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to Robert Sand, the father of our CEO. This was originally issued
         as 2,631,579 shares of restricted common stock. The stock was sold for
         cash at a price of $0.0019 per share. Our stock price was $0.002 on the
         date of issuance. The reverse stock split adjusted price of the common
         stock is $1.14 per share. The total consideration received by the
         Company was $5,000.

j)       In April 2008, we issued a total of 1,667 shares of our restricted
         common stock (adjusted for the 1 for 600 reverse stock split on August
         27, 2008) to one individual. This was originally issued as 1,000,000
         shares of restricted common stock. The stock was issued for services
         rendered and was valued at a price of $0.0015 per share, which was the
         closing price of common stock on the date of issuance. The reverse
         stock split adjusted price of the common stock is $0.90 per share. The
         total value of the stock issued was $1,500.

k)       In May 2008, we sold a total of 37,292 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to five individuals. This was originally issued as 22,375,000
         shares of restricted common stock. The stock was sold for cash at a
         price of $0.0008-0.001 per share. The reverse stock split adjusted
         price of the common stock is $0.48-0.60 per share. The total
         consideration received by the Company was $17,000.

l)       In May 2008, we issued a total of 10,000 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to one individual. This was originally issued as 6,000,000 shares
         of restricted common stock. The stock was issued for services rendered
         and was valued at a price of $0.0009 per share, which was the closing
         price of common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $0.54 per share. The total value
         of the stock issued was $5,400.

m)       In May 2008, we issued a total of 231,481 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to our CEO, Scott Sand (originally issued as 138,888,889
         shares of restricted common stock). The stock was issued in lieu of
         compensation, to retire accrued compensation and to pay unreimbursed
         expenses paid on behalf of the Company in the total amount of $125,000.
         We valued this stock at $0.0009 per share, which was the closing price
         of the common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $0.54 per share.


                                       14
<PAGE>


Note Conversion

Throughout the quarter, we issued a total of 46,545 shares (adjusted for the 1
for 600 reverse stock split on August 27, 2008) of our common stock to our
convertible note holders. This was originally issued as 27,927,000 shares of
common stock. The stock was issued upon conversion of convertible notes dated
June 25, 2006 and was valued at price from $0.0003-0.006 per share, which was
the conversion price the notes on the dates of conversion (50% of the market
price of our common stock on the dates of conversion). The reverse stock split
adjusted price of the common stock is $0.18-3.60 per share. The total amount of
the notes converted was equal to $23,453.

Preferred Stock

On March 19, 2008, the Company's CEO, Scott Sand converted a total of $72,000 in
debt into 12,000,000 shares of the Company's Series A Preferred Stock. The stock
was valued at $0.006 per share, which was the trading price of the Company's
common stock at the time of the issuance.

Subsequent to May 31, 2008, the Company reports the following issuances:

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with
three investors. Under the Securities Purchase Agreement, the investors agreed
to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes")
and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's
common stock. The initial closing occurred on June 20, 2008 and the Issuer
received gross proceeds of $100,000 and delivered to the Investors $100,000 face
value Notes and Common Stock Purchase Warrants covering 20,000,000 shares of the
Issuer's common stock. Future closings for gross proceeds of $100,000 each were
scheduled to occur at the end of July, August, September, and October 2008.
Following the initial closing, the Company has issued $225,000 in additional
convertible notes.

On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as
of June 16, 2008. Under the terms of this amendment, the conversion rate and
interest rate of all convertible debentures have been adjusted. This amendment
applies to the $1.5 million convertible date entered into on July 25, 2006, the
$450,000 convertible debt entered into on March 15, 2007, the $110,000
convertible note entered into on July 30, 2007 as well as the $500,000
Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage"
(as defined in each of the notes to be the rate at which the note holders can
convert their debt into common stock) has been adjusted to 40%. This means that
the convertible note holders can now convert their debt into stock at the
average of the lowest three trading prices for the common stock during the
twenty day trading period prior to conversion multiplied by 40%. Also the
interest rate on all convertible notes has been adjusted from 6% to 12%. This
interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008,
this interest rate adjustment would be applied to $2,031,547 in outstanding
convertible debt. Further, the June 16, 2008 agreement to purchase up to
$500,000 in Secured Callable Convertible Notes was amended so that future
purchases shall occur "on such dates as shall be mutually agreed upon by the
Company and the Buyers" instead of on the scheduled closing dates originally
provided for in the agreement. There is no guarantee that future purchases will
occur.

Subsequent to May 31, 2008, the Company issued 70,185 post-reverse shares of its
common stock in connection with the above mentioned debt.

On August 27, 2008, the Company engaged Media4Equity LLC, a Nevada limited
liability company, to provide public relations services to the Company. Pursuant
to the Media Production and Placement Services Agreement (the "Agreement"),
Media4Equity is to act as production and placement agency for the Company's
print and broadcast media campaign and to provide the Company with a guaranteed
dollar value of national media exposure equivalent to $2,000,000 (the "Media
Credit") as further set forth in the Agreement. The services provided under the
Agreement shall commence at the sole discretion of the Company, but no later
than twelve months from the effective date of the Agreement and the Agreement
shall terminate upon the Media Credit being used in its entirety or within three
years of commencement of services, whichever is earlier.

Under the Agreement, the Company issued Media4Equity 3,300,000 restricted shares
of its common stock, no par value, valued at $.06 per share. The shares have
piggyback registration rights and Media4Equity may also make one "demand"
registration request, under which Company agrees to file under the Securities
Act of 1933, as amended, a registration statement covering the shares within 30
days after receipt of such request. The Company relied upon the exemption from
registration as set forth in Section 4(2) of the Securities Act of 1933 for the
issuance of these securities. The shares were issued to an accredited investor.
There was no general solicitation or advertising and the shares were issued with
a restrictive legend.

On September 17, 2008, Jeffrey Gleckman converted 4,000,000 of Series A
preferred shares into common stock. Upon this conversion, Mr. Gleckman owned
approximately 49.8% of our total outstanding common shares.


                                       15
<PAGE>


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 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

Ingen Technologies, Inc. is an emerging medical device manufacturer registered
with the US Food & Drug Administration and certified by the Department of Health
Services. The company develops, markets and distributes medical technologies and
products with applications in the respiratory device markets and the medical
diagnostics market; as well as markets in emergency response, aviation, military
and consumer markets. Ingen owns a variety of intellectual property, including
domestic and foreign patents. The company owns and manufacture Oxyview and
OxyAlert; products designed for the growing respiratory patient market in the
USA and abroad. Oxyview and OxyAlert provide the respiratory clinicians,
inclusive of pulmonologists, respiratory therapists and patient care technicians
the means to access an innovative medical product that provides assurance and
safety to home oxygen patients and hospitalized patients while monitoring oxygen
flow during oxygen therapy. Patients using portable oxygen concentrators, home
oxygen concentrators, liquid oxygen and oxygen gas can use Oxyview and OxyAlert
to improve their oxygen delivery. The Oxyview and OxyAlert respiratory products
have been accepted by various national respiratory foundations, including the
National Home Oxygen Patient Association and the National Emphysema/COPD
Foundation. Ingen distributes two products, PogaMoonga and a private label
product referred to as Secure Balance. PogaMoonga is a natural drink processed
from pomegranate, aloe vera and the leaves and seeds of the moringa tree. This
product provides oxygen therapy patients, and consumers with a way to naturally
increase their energy levels. The Secure Balance 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. This is an accepted method among physicians to provide diagnostic
testing of the inner-ear and central nervous system, in order to provide
qualitative results that determine a diagnosis of a patients balance problem.
The balance therapy system is manufactured by SportKAT, Inc. in San Diego,
California. SportKAT provides private-label testing and balance therapy systems
to others. This system is used to provide therapy to patients with balance
problems through the use of computerized clinical software tools. However, we
have our own trademark, Secure Balance(R). Our Secure Balance program provides
balance testing/assessment equipment, education and training about balance and
fall prevention to physicians and clinicians worldwide.

We have had sales revenues from Secure Balance and Oxyview products in each of
our last three fiscal years of $846,783 in the year ended May 31, 2006, $720,678
in the fiscal year ended May 31, 2007 and $252,493 in the fiscal year ended May
31, 2008. Secure Balance sales represent the majority of the revenues, as
Oxyview could not be sold until classification with the US Food and Drug
Administration in November 2006. Accordingly, Secure Balance represented sales
of $846,783 in the year ended May 31, 2006, $704,490 in the fiscal year ended
May 31, 2007 and $207,357 in the fiscal year ended May 31, 2008. Oxyview
represented no sales in the year ended May 31, 2006, $5,694 in the fiscal year
ended May 31, 2007 and $42,044 in the fiscal year ended May 31, 2008. The
company revenues indicate a decline in Secure Balance sales and an increase with
Oxyview sales. We expect the percentage of our total sales coming from Secure
Balance to continue to fall as we focus the vast majority of our sales and
marketing efforts on Oxyview and as we move toward the introduction of our
OxyAlert product. The Secure Balance sales have declined due to government cuts
and changes in regulations for vestibular function testing and balance therapy.
Further, the company is not a manufacturer of any Secure Balance products, and
as a result has no control over competitive pricing or manufacturing costs. This
would affect margins and gross profits of all Secure Balance sales. The Oxyview
sales have increased because the company is the manufacturer of Oxyview and can
control manufacturing costs and competitive pricing for its distribution,
hospital group purchasing organizations and partnerships with its respiratory
equipment manufacturers.


                                       16
<PAGE>


We have had significant losses since inception. Our net loss for the past three
fiscal years ended May 31, 2008, May 31, 2007 and May 31, 2006 have been
$1,303,244, $5,061,482 and $1,736,868, respectively. We anticipate that we will
continue to incur substantial additional operating losses in our fiscal year
ending May 31, 2009 as we continue to develop our respiratory product line,
increase our sales efforts for our Oxyview product, and begin anticipated
manufacturing and marketing of OxyAlert.

As of May 31, 2008, we had an accumulated deficit of $10,626,915 (up from
$9,323,671 on May 31, 2007 and $4,262,189 as of May 31, 2006).

We have restated our financial statements for the fiscal years ended May 31,
2006 and May 31, 2007. As a result of this restatement, we have included
restated financial statements for both of these fiscal years in this Form
10-KSB. This restatement (as described Item 7) caused us to restate our May 31,
2007 financial statements as well as the interim financial statements for the
quarters ended August 31, 2006, November 30, 2006, February 28, 2007, August 31,
2007 and November 30, 2007. Additionally, we have included a comparison of the
financial results for the fiscal year ended May 31, 2006 compared to May 31,
2007 in addition to a comparison of the fiscal year ended May 31, 2007 compared
to May 31, 2008 in the Management's Discussion and Analysis.

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 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.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEARS ENDED MAY 31, 2006 AND MAY 31, 2007

We reported gross sales of $720,678 in the fiscal year ended May 31, 2007. Our
total sales fell 15% from sales of $846,783 in our fiscal year ended May 31,
2006. Our sales decrease was attributable to less sales of our Secure Balance
product. Our Secure Balance sales were $704,490 in the 2007 fiscal year
(approximately 98% of our total sales in the fiscal year ended May 31, 2007),
compared to $846,783 in the prior year (100% of our sales in the fiscal year
ended May 31, 2006). Management attributes the drop in Secure Balance sales in
comparison to a year ago to a change in billing practices of Medicare. The
government "changed" the rules, telling physicians that they could not utilize
the balance therapy equipment in their offices without having a licensed
physical therapist on hand while the equipment was in use. Therefore, for a
period of time, only physicians willing to bring physical therapists into their
offices were willing to purchase or lease Secure Balance. Further, our sales of
Oxyview were $5,695 (this sales figure represented approximately 0.8% of all
revenues in the fiscal year ended May 31, 2007). We also reported $10,492 in
freight charges that we collected and recorded as income in the fiscal year
ended May 31, 2007 (our freight income represented approximately 1.5% of all
revenues in the fiscal year ended May 31, 2007). The downward trend in our
overall revenues in the fiscal year ended May 31, 2007 was a result of the
aforementioned decrease in Secure Balance sales and a shift in management's
efforts to promoting sales of Oxyview.

Our cost of sales was $452,100 in the fiscal year ended May 31, 2007 and our
gross profit was $268,578 (a gross margin of 37.3%). We reported cost of sales
of $301,118 in the fiscal year ended May 31, 2006 with a gross profit of
$545,665 (a gross margin of 64.4%). The large difference in the gross margin
from the 2007 fiscal year compared to the prior year is primarily related to a
change in accounting treatment of commissions and other direct cost of sales
(including costs by the Company to install Secure Balance units and to train the
customers to use the machine). All of these costs allocated to cost of sales are
contractual obligations of the Company directly related to the sale of the
Secure Balance units. The Company would have reported total cost of sales of
$540,231 in the fiscal year ended May 31, 2006 had the Company utilized this
same accounting treatment for its commissions and other related expenses now
classified as costs of sales. This would have resulted in a gross profit of
$306,552 and a gross margin of 36.2%, nearly the same as the gross margin in the
fiscal year ended May 31, 2007. We anticipate our gross profit percentage to
improve as we increase our Oxyview sales and our Secure Balance sales continue
to fall. Our Oxyview units generate a much higher profit margin. For the fiscal
year ended May 31, 2007, the cost of sales on our Oxyview units was $133 on
sales of $5,695 (a gross margin of 97.7%, with a gross profit of $5,562). The
cost of sales of on our Secure Balance units was $451,966 (a gross margin of
35.9%, with a gross profit of $252,824).


                                       17
<PAGE>


Our selling, general and administrative ("SG&A") expenses were $1,882,221 in the
fiscal year ended May 31, 2007. This was a decrease of approximately 17.4% from
the selling, general and administrative expenses of $2,277,881 reported in the
fiscal year ended May 31, 2006. With the adjustment for the change in cost of
sales discussed above, the selling, general and administrative expenses would
have been $1,904,727 in the fiscal year ended May 31, 2006.

The largest components of our SG&A are advertising, legal and professional
services, travel associated with both sales and business development, outside
services and salaries. Our advertising expense dropped from $325,761 in the
fiscal year ended May 31, 2006 to $175,524 in the fiscal year ended May 31, 2007
(a decrease of 46.1%). This drop in advertising expense is due to less available
capital for advertising and a decrease in advertising of our Secure Balance
product. We expect advertising expense to continue to fall until we secure
additional capital to allocate to advertising and promoting of Oxyview.

We spent $455,049 on legal and professional fees in the fiscal year ended May
31, 2006. This amount dropped 41.4% to $266,206 in the fiscal year ended May 31,
2007. A large portion of our legal and professional fees related directly to the
task of filing delinquent periodic reports required by the SEC. Our predecessor
management failed to file these reports dating from the fiscal year ended May
31, 1998 through the time that Ingen Technologies, Inc. (the private Nevada
company) was acquired in March of 2004. The time and expense related to filing
these delinquent reports was substantial. Fortunately, we substantially
completed these delinquent reports in the fiscal year ended May 31, 2008 and as
a result we anticipate our legal and professional fees to continue to fall.

Our travel expense increased from $228,671 in the fiscal year ended May 31, 2006
to $319,476 in the fiscal year ended May 31, 2007 (an increase of 39.7%). This
increase in travel expense was due to domestic travel expenses incurred while
expanding national distribution contracts for Oxyview.

The amounts we paid for outside services increased from $353,320 in the fiscal
year ended May 31, 2006 to $416,687 in the fiscal year ended May 31, 2007 (an
increase of 17.9%).

The amounts we paid for salaries increased from $112,409 in the fiscal year
ended May 31, 2006 to $195,164 in the fiscal year ended May 31, 2007 (an
increase of 73.6%). This increase is attributable to the increase in officer's
compensation paid to Scott Sand, our CEO. We entered into an employment contract
with Mr. Sand on December 1, 2006 which pays him a salary of $200,000 per year.
As a result of this prorated salary and stock awards to Mr. Sand, our officer's
compensation for the fiscal year ended May 31, 2007 increased to $116,667 from
$60,000 in the previous fiscal year.

Due to entering into $1,915,000 in convertible note agreements as of May 31,
2007, our interest expense increased dramatically. We reported interest expense
of $3,852 in our fiscal year ended May 31, 2006. Our interest expense in the
2007 fiscal year was $5,028,485. The bulk of this current interest expense
relates to the accounting treatment of the convertible feature of the notes
payable. The interest expense accrued on the notes payable was equal to $44,109
for the year ended May 31, 2007. The other interest charges related to the
amortization of debt issue costs, amortization of note discount and other
financing costs were $4,984,376.

We reported income due to the change in our derivative liability in the amount
of $1,583,636 in the fiscal year ended May 31, 2007. This was the first year we
reported such income. This income was generated as a result of the Company's
treatment of certain convertible notes payable and warrants. The Company is
required to value the convertible feature of each convertible note and also
value the warrants when they are issued. The valuation was done again as of May
31, 2007. The changes in these values, which are based on a Black Scholes
valuation, have been recorded as income. The net difference of the Black Scholes
valuation at the time of the issuance of the debt and warrants compared to the
valuation as of May 31, 2007 resulted in the Company reporting income of
$1,583,636 (the derivative liability decreased between the time of issuance of
the warrants and debt and May 31, 2007).

We have not generated net profit to date and therefore have not paid any federal
income taxes since inception. We paid $1,215 and $800 in franchise taxes to the
state of California in the fiscal years ended May 31, 2007 and 2006,
respectively. We also made a tax payment to the state of Georgia of $1,775 in
the current fiscal year. We estimate that our federal tax net operating loss
carryforward will be approximately $4.6 million as of May 31, 2007. This
carryforward was equal to $3,009,598 as of May 31, 2006. The loss carryforward
will begin to expire in 2019, if not utilized. Our ability to utilize our net
operating loss and tax credit carryforwards may be limited in the event of a
change in ownership.


                                       18
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2007, our current assets totaled $119,465 (including cash of $238,
inventory of $85,594 and prepaid expenses of $33,633). Total current liabilities
were $380,018, consisting of $84,517 in accounts payable, $196,620 in accrued
expense, $84,342 in an officer's loan and $14,539 representing the current
portion of long-term debt. We had a working capital deficit of $260,553 as of
May 31, 2007. We had $720,678 of sales in the fiscal year ended May 31, 2007 and
sales of convertible debentures on which we netted $1,566,800. Our finances were
assisted by deferments from our CEO and Chairman Scott R. Sand. Mr. Sand accrued
$96,667 in salary in the fiscal year, although he converted $95,311 of this
accrued salary into preferred stock. As of May 31, 2007, we owed Mr. Sand
$113,356 in accrued salary and an additional $84,342 for expenses that he has
paid on behalf of the Company.

Our current assets as of May 31, 2006 were $111,112, comprised of cash. Our
current liabilities as of May 31, 2006 were $298,805 (comprised of accounts
payable of $48,186, accrued expenses of $179,793 and an officer's loan of
$70,826). We had a working capital deficit of $187,693 as of May 31, 2006.

Operations for the fiscal year ended May 31, 2007 required $1,409,266 in cash
(compared to $1,463,006 in the fiscal year ended May 31, 2006). We made
investments of $344,915 in the fiscal year ended May 31, 2007 (compared to
$48,583 in the fiscal year ended May 31, 2006). The investments made in the
fiscal year ended May 31, 2007 included purchases of $277,570 of equipment and
$67,345 for intangibles. The investment in the fiscal year ended May 31, 2006
was for equipment. Our operations for the fiscal year ended May 31, 2007 were
assisted by sales of convertible loans in the amount of $1,566,800, loans from
our CEO in the amount of $26,416 and other loans in the amount of $116,096. We
also repaid loans of $14,105 and refunded a stock purchase for $52,000.

Our future cash requirements will depend on many factors, including finishing
the development of our OxyAlert product (largely completed), the costs involved
in SEC regulatory filing, prosecuting and enforcing patents, competing
technological and market developments and the cost of product commercialization
for OxyAlert in particular, as well as our ongoing Secure Balance and Oxyview
sales efforts. We intend to seek additional funding in the amount of $5,000,000
through public or private financing transactions. There is no guarantee that
we will be able to obtain such funding. 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.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEARS ENDED MAY 31, 2007 AND MAY 31, 2008

We reported gross sales of $252,493 in the fiscal year ended May 31, 2008. Our
total sales fell 65% from sales of $720,678 in our fiscal year ended May 31,
2007. Our sales decrease was attributable to less sales of our Secure Balance
product. Our management has decided to focus sales and marketing efforts on our
proprietary higher-margin Oxyview product. We expect our sales of Oxyview to
continue to increase.

Our sales of Secure Balance in the fiscal year ended May 31, 2008 dropped 70.6%
from $704,490 in the fiscal year ended May 31, 2007 to $207,358. As our focus
continues to shift toward our Oxyview product, we expect our sales of Secure
Balance to continue to fall. Our Oxyview sales increased 638% to $42,044 in the
fiscal year ended May 31, 2008 from $5,695 in the prior year. We reported sales
of $294 of supplies and collected $2,797 in freight charges in the fiscal year
ended May 31, 2008. This is compared to $10,492 in freight charges that we
collected and recorded as income in the fiscal year ended May 31, 2007. The drop
in freight charges is a direct function of our decrease in Secure Balance sales.
An Oxyview unit weights 4 grams, whereas the total weight of the Secure Balance
system is 350 pounds; resulting in higher freight costs for Secure Balance.

Our cost of sales was $167,631 in the fiscal year ended May 31, 2008 and our
gross profit was $84,862 (a gross margin of 33.6%). We reported cost of sales of
$452,100 in the fiscal year ended May 31, 2007 with a gross profit of $268,578
(a gross margin of 37.2%). Our cost of sales decreased 63% in our fiscal year
ended May 31, 2008 compared to the fiscal year ended May 31, 2007. This decrease
was due to our drop in Secure Balance sales. The gross profit on our Oxyview
sales for the fiscal year ended May 31, 2008 was $31,280 (total sales of $42,044
with costs of sales of $10,764). The gross margin on our Oxyview sales was
74.4%. This is compared to the cost of sales of $156,867 on our Secure Balance
sales (a gross margin of 24.3%, a gross profit of $50,491 on $207,358 in Secure
Balance sales).


                                       19
<PAGE>


Our selling, general and administrative expenses ("SG&A") were $1,741,690 in the
fiscal year ended May 31, 2008. This was a decrease of approximately 7.4% from
the selling, general and administrative expenses of $1,882,221 reported in the
fiscal year ended May 31, 2007. This decrease was attributable to lower
advertising, sales and marketing expenses in the fiscal year ended May 31, 2008
compared to the prior fiscal year.

The largest components of our SG&A in the fiscal year ended May 31, 2008 were
advertising, legal and professional services, travel associated with both sales
and business development, outside services and salaries.

Our advertising expense dropped to $60,452 in the fiscal year ended May 31, 2008
from $175,524 in the fiscal year ended May 31, 2007 (a decrease of 65.6%). This
drop in advertising expense is due to less available capital for advertising and
a decrease in advertising of our Secure Balance product. We expect advertising
expense to continue to fall until we secure additional capital to allocate to
advertising and promoting of Oxyview.

We spent $266,206 on legal and professional fees in the fiscal year ended May
31, 2007. This amount dropped 13.7% to $229,692 in the fiscal year ended May 31,
2008. A large portion of our legal and professional fees related directly to the
task of filing delinquent periodic reports required by the SEC. Our predecessor
management failed to file these reports dating from the fiscal year ended May
31, 1998 through the time that Ingen Technologies, Inc. (the private Nevada
company) was acquired in March of 2004. The time and expense related to filing
these delinquent reports was substantial. Fortunately, we substantially
completed these delinquent reports in the fiscal year ended May 31, 2008 and as
a result we anticipate our legal and professional fees to continue to fall.

Our travel expense decreased from $319,476 in the fiscal year ended May 31, 2007
to $168,574 in the fiscal year ended May 31, 2008 (a decrease of 47.2%). This
drop in travel expense is due to less available capital for travel related to
the promotion of our products and our company in general. We expect travel
expense to increase when we secure additional capital to allocate to travel
expense.

The amounts we paid for outside services increased from $416,687 in the fiscal
year ended May 31, 2007 to $550,684 in the fiscal year ended May 31, 2008 (an
increase of 32.2%).

The amounts we paid for salaries increased from $195,194 in the fiscal year
ended May 31, 2007 to $402,388 in the fiscal year ended May 31, 2008 (an
increase of 106.2%). This increase is attributable to the increase in officer's
compensation paid to Scott Sand, our CEO. We entered into an employment contract
with Mr. Sand on December 1, 2006 which pays him a salary of $200,000 per year.
We also issued Mr. Sand stock awards valued at $133,699 during the fiscal year
ended May 31, 2008. As a result of his salary and stock awards to Mr. Sand, our
officer's compensation for the fiscal year ended May 31, 2008 increased to
$333,699 from $116,667 in the previous fiscal year.

We reported interest expense of $1,265,454 in our fiscal year ended May 31,
2008. Our interest expense in the fiscal year ended May 31, 2007 was $5,028,485.
This represents a decrease in interest expense of 75%. This decrease is
primarily attributable to the amount booked as interest expense due to the
accounting treatment of the convertible feature of the notes payable. The other
interest charges related to the amortization of debt issue costs, amortization
of note discount and other financing costs for the fiscal year ended May 31,
2007 were $4,984,376. This same item was $1,059,145 in the fiscal year ended May
31, 2008. The interest expense attributable to the accrued of interest on the
notes payable was equal to $44,109 for the year ended May 31, 2007. The interest
accrued on our notes payable in the fiscal year ended May 31, 2008 was $119,349.
This accrued interest amount was an increase of 171% compared to the previous
fiscal year. This increase was due to a higher average balance of notes payable
outstanding during the fiscal year.

We reported income due to the change in our derivative liability in the amount
of $1,583,636 in the fiscal year ended May 31, 2007, compared to $1,619,848 in
the current fiscal year. This income was generated as a result of the Company's
treatment of certain convertible notes payable and warrants. The Company is
required to value the convertible feature of each convertible note and also
value the warrants when they are issued. The valuation was done again as of May
31, 2007 and May 31, 2008. The changes in these values, which are based on a
Black Scholes valuation, have been recorded as income. The net difference of the
Black Scholes valuation at the time of the issuance of the debt and warrants
compared to the valuation as of May 31, 2007 and May 31, 2008 resulted in the
Company reporting income of $1,583,636 and $1,619,848, respectively (the
derivative liability decreased between the time of issuance of the warrants and
debt and May 31, 2007, and then decreased again by May 31, 2008).


                                       20
<PAGE>


We have not generated net profit to date and therefore have not paid any federal
income taxes since inception. We paid $810 and $2,990 in franchise taxes to the
state of California and the state of Georgia in the fiscal years ended May 31,
2008 and 2007, respectively. We estimate that our federal tax net operating loss
carryforward will be approximately $5.8 million as of May 31, 2008. This
carryforward was equal to $4.6 million as of May 31, 2007. The loss carryforward
will begin to expire in 2019, if not utilized. Our ability to utilize our net
operating loss and tax credit carryforwards may be limited in the event of a
change in ownership.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2008, our current assets totaled $125,826 (including accounts
receivable of $63, inventory of $74,830 and prepaid expenses of $50,933). Total
current liabilities were $563,393, consisting of a cash overdraft of $530,
$212,242 in accounts payable, $201,927 in accrued expense, $1,747 in an
officer's loan, $82,500 in short-term loans, $49,908 in convertible notes and
$14,539 representing the current portion of long-term debt. We had a working
capital deficit of $437,567 as of May 31, 2008. We had $252,493 of sales in the
fiscal year ended May 31, 2008, sales of common stock in the amount of $193,300,
loans of $108,500 and sales of convertible debentures on which we netted
$200,000. Our finances were assisted by deferments from our CEO and Chairman
Scott R. Sand. Mr. Sand accrued $196,511 in salary in the fiscal year, although
he converted all of this accrued salary into Series A Convertible Preferred
Stock and common stock. As of May 31, 2008, we owed Mr. Sand $1,474 for expenses
that he has paid on behalf of the Company.

At May 31, 2007, our current assets totaled $119,465 (including cash of $238,
inventory of $85,594 and prepaid expenses of $33,633). Total current liabilities
were $380,018, consisting of $84,517 in accounts payable, $196,620 in accrued
expense, $84,342 in an officer's loan and $14,539 representing the current
portion of long-term debt. We had a working capital deficit of $260,553 as of
May 31, 2007. We had $720,678 of sales in the fiscal year ended May 31, 2007 and
sales of convertible debentures on which we netted $1,566,800. Our finances were
assisted by deferments from our CEO and Chairman Scott R. Sand. Mr. Sand accrued
$96,667 in salary in the fiscal year, although he converted $95,311 of this
accrued salary into preferred stock. As of May 31, 2007, we owed Mr. Sand
$113,356 in accrued salary and an additional $84,342 for expenses that he paid
on behalf of the Company.

Operations for the fiscal year ended May 31, 2008 required $659,283 in cash
(compared to $1,409,266 in the fiscal year ended May 31, 2007). We did not make
any investments in the fiscal year ended May 31, 2008 (compared to $344,915 in
the fiscal year ended May 31, 2007). The investments made in the fiscal year
ended May 31, 2007 included purchases of $277,570 of equipment and $67,345 for
intangibles. Our operations for the fiscal year ended May 31, 2008 were assisted
by sales of convertible loans in the amount of $200,000, loans from our CEO in
the amount of $196,511, sales of common stock that netted $193,300 and other
loans in the amount of $108,500. We also repaid loans of $39,796.

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).

MATERIAL COMMITMENTS

Convertible Notes Payable - The Company has entered into convertible debenture
agreements that total $2,135,000 from June 2006 through July 2007. As of May 31,
2008, these notes were convertible into approximately 11.3 million shares of the
Company's post-reverse split common stock. Additionally, the note holders (or
their affiliates) were initially granted options to purchase up to 48,334 shares
of the Company's common stock (these warrants were initially issued to purchase
29,000,000 shares of common stock, but the number has been adjusted for the 600
to 1 reverse stock split which was effective on August 27, 2008). If all of the
notes were converted and the warrants were exercised, the noteholders could own
more than ninety-five percent of the Company's outstanding common stock, however
under the terms of the agreements the noteholders can not convert their notes
into holdings that would exceed 4.99% of the Company's outstanding common stock.
The notes were entered into under the terms of three different agreements.


                                       21
<PAGE>


On July 25, 2006, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $2 million, and (ii) warrants to acquire an aggregate of 20 million shares
of the Company's common stock (due to the reverse stock split effective on
August 27, 2008, the warrants can now acquire 33,334 shares of the Company's
common stock at a price of $60.00 per share). The notes bear interest at 6% per
annum, and mature three years from the date of issuance. The notes are
convertible into the Company's common stock at the applicable percentage of the
average of the lowest three trading prices for the Company's shares of common
stock during the twenty trading day period prior to conversion. The applicable
percentage is 50%; however, the percentage shall be increased to: (i) 55% in the
event that a Registration Statement is filed within thirty days from July 26,
2006, and (ii) 60% in the event that the Registration Statement becomes
effective within one hundred and twenty days from July 26, 2006. The Company has
not had a Registration Statement become effective as of the date of this Report.
At May 31, 2008, only $1.5 million of the convertible notes were funded.
Subsequent to May 21, 2008, on September 5, 2008, the conversion rate and
interest rate of the July 2006 convertible debentures have been adjusted as set
forth below. The "Applicable Percentage" (as defined in each of the notes to be
the rate at which the note holders can convert their debt into common stock) has
been adjusted to 40%. This means that the convertible note holders can now
convert their debt into stock at the average of the lowest three trading prices
for the common stock during the twenty day trading period prior to conversion
multiplied by 40%. Also the interest rate on all convertible notes has been
adjusted from 6% to 12%.

The Company may prepay the notes in the event that no event of default exists,
there are sufficient number of shares available for conversion, and the market
price is at or below $0.10 per share. In addition, in the event that the average
daily price of the common stock, as reported by the reporting service, for each
day of the month ending on any determination date is below $0.10, the Company
may repay a portion of the outstanding principal amount of the notes equal to
101% of the principal amount thereof divided by thirty-six plus one month's
interest. The full principal amount of the notes is due upon default under the
terms of the notes. In addition, the Company has granted the investors a
security interest in substantially all of its assets and intellectual property
as well as registration rights.

The Company received the first tranche of $700,000 on July 27, 2006, less
issuance costs of $295,200, the second tranche of $600,000, less issuance costs
of $13,000 on August 30, 2006, and the third tranche of $200,000 was received on
January 24, 2007.

The Company issued seven year warrants to purchase 20,000,000 shares of its
common stock at an exercise price of $0.10. These warrants have been adjusted to
purchase 33,334 shares of common stock at a price of $60.00.

The issuance costs incurred in connection with the convertible notes are
deferred and being amortized to interest expense over the life of each debenture
tranche.

On June 7, 2006, the Company entered into an agreement with an accredited
investor for sale of a convertible debenture. The Company received proceeds of
$75,000 from the sale of the convertible debenture on June 7, 2006. The
debenture is convertible at any time within a three year period into 6,250
shares of common stock at $12.00 per share (this note was originally convertible
into 3,750,000 shares of common stock at $0.02 per share, but the price has been
adjusted to reflect the reverse stock split that was effective on August 27,
2008). The debenture carries an interest rate of 6% per annum, and payable
annually. In the event that the debenture is not converted to common stock, any
unpaid balance, including interest and the principal, becomes due on May 31,
2009.

On March 15, 2007, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $450,000, and (ii) warrants to acquire an aggregate of 9 million shares of
the Company's common stock (due to the reverse stock split effective on August
27, 2008, the warrants can now acquire 15,000 shares of the Company's common
stock at a price of $36.00 per share). The callable secured convertible notes (4
notes, $450,000 total loan principal; 3 year term; 6% annual interest, 15%
annual "default interest") are convertible into shares of our common stock at a
variable conversion price based upon the applicable percentage of the average of
the lowest three (3) Trading Prices for the Common Stock during the twenty (20)
Trading Day period prior to conversion. The "Applicable Percentage" means 50%;
provided, however, that the Applicable Percentage shall be increased to (i) 55%


                                       22
<PAGE>


in the event that a Registration Statement is filed within thirty days of the
closing and (ii) 60% in the event that the Registration Statement becomes
effective within one hundred and twenty days from the closing. Under the terms
of the callable secured convertible note and the related warrants, the callable
secured convertible note and the warrants are exercisable by any holder only to
the extent that the number of shares of common stock issuable pursuant to such
securities, together with the number of shares of common stock owned by such
holder and its affiliates (but not including shares of common stock underlying
unconverted shares of callable secured convertible notes or unexercised portions
of the warrants) would not exceed 4.99% of the then outstanding common stock as
determined in accordance with Section 13(d) of the Exchange Act. The shares
underlying the convertible notes are subject to a registration rights agreement.
The Company also agreed to increase its number of authorized shares of common
stock from 100 million to 500 million. The total number of authorized shares of
common stock was increased to 750 million in February 2008. Subsequent to May
21, 2008, on September 5, 2008, the conversion rate and interest rate of the
March 2007 convertible debentures have been adjusted as set forth below. The
"Applicable Percentage" (as defined in each of the notes to be the rate at which
the note holders can convert their debt into common stock) has been adjusted to
40%. This means that the convertible note holders can now convert their debt
into stock at the average of the lowest three trading prices for the common
stock during the twenty day trading period prior to conversion multiplied by
40%. Also the interest rate on all convertible notes has been adjusted from 6%
to 12%.

The Company may prepay the notes in the event that no event of default exists,
there are sufficient number of shares available for conversion, and the market
price is at or below $0.10 per share. The rate of prepayment ranges from 120% of
face value of the notes or higher, depending on the timing of such prepayment.
In addition, the Company has granted the investors a security interest in
substantially all of its assets and intellectual property as well as
registration rights.

The Company received the first tranche of $120,000 on March 15, 2007, less
issuance costs of $20,000, the second tranche of $110,000, less issuance costs
of $10,000 on April 16, 2007, and the third tranche of $110,000 was received on
May 15, 2007, less issuance costs of $10,000. The final tranche of $110,000 was
received in June 2007. An additional $110,000 was funded on July 15, 2007 under
the same terms of the Securities Purchase Agreement dated March 15, 2007.

The Company issued seven year warrants to purchase 9,000,000 shares of its
common stock at an exercise price of $0.06. These warrants have been adjusted to
reflect the reverse split on August 27, 2008 to warrants to purchase 15,000
shares of common stock at a price of $36.00.

Secure Balance Agreements-We have entered into various agreements with third
parties to perform certain services in connection with Secure Balance sales.
These contracts require us to pay certain parties for commissions, services
and/or equipment associated with the Secure Balance sales. We account for these
services and/or equipment costs as cost of sales as the sales are booked. Among
these contracts is an Exclusive Distribution Agreement for our Secure Balance
product dated June 1, 2007 with Physical Rehabilitation Management Services,
Inc. ("PRMS"). Under the terms of the agreement, we issued PRMS 500,000 shares
of our restricted common stock at a price of $0.04 per share ($20,000 total).
The term of the agreement is 5 years and we pay a 14% commission to PRMS on each
sale of Secure Balance equipment.

On March 31, 2008, the Company issued to a consultant an anti-dilutive warrant
granting the holder the right to purchase up to 250,000 shares of common stock
at $.50 per share until March 31, 2011. The Company also issued the consultant a
convertible promissory note in the principal amount of $37,000 due September 1,
2008. On or before September 1, 2010, the holder may convert the note into
shares of the Company's common stock. In all circumstances, the holder shall
receive a minimum of 400,000 shares of the Company's common stock. Furthermore,
in the event of a merger, consolidation, combination, subdivision, forward split
or reverse split, any portion of the unpaid amount of this note may be converted
into fully-paid, non-assessable shares of the Company's common stock, at a
conversion price equal to $.25 per share.

Employment Agreement with Chief Executive Officer, Scott R. Sand - On September
21, 2006, the Company entered into an Employment Agreement with its President
and Chief Executive Officer, Scott R. Sand. The term of the agreement is five
years and calls for an annual salary of $200,000. The Company is also required
to issue Mr. Sand 300,000 shares of its common stock in each year of the
agreement.


                                       23
<PAGE>


SUBSEQUENT EVENTS:

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with
three investors. Under the Securities Purchase Agreement, the investors agreed
to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes")
and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's
common stock. The initial closing occurred on June 20, 2008 and the Issuer
received gross proceeds of $100,000 and delivered to the Investors $100,000 face
value notes and Common Stock Purchase Warrants covering 20,000,000 shares of the
Issuer's common stock. Future closings for gross proceeds of $100,000 each were
scheduled to occur at the end of July, August, September, and October 2008.
Ingen issued an additional $145,000 in convertible notes after the initial
closing.

On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as
of June 16, 2008. Under the terms of this amendment, the conversion rate and
interest rate of the noteholders convertible debentures have been adjusted. This
amendment applies to the $1.5 million convertible debt entered into on July 25,
2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000
convertible note entered into on July 30, 2007 as well as the $500,000
Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage"
(as defined in each of the notes to be the rate at which the note holders can
convert their debt into common stock) has been adjusted to 40%. This means that
the convertible note holders can now convert their debt into stock at the
average of the lowest three trading prices for the common stock during the
twenty day trading period prior to conversion multiplied by 40%. Also the
interest rate on all convertible notes has been adjusted from 6% to 12%. This
interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008,
this interest rate adjustment would be applied to $2,031,547 in outstanding
convertible debt. Further, the June 16, 2008 agreement to purchase up to
$500,000 in Secured Callable Convertible Notes was amended so that future
purchases shall occur "on such dates as shall be mutually agreed upon by the
Company and the Buyers" instead of on the scheduled closing dates originally
provided for in the agreement. There is no guarantee that future closings will
occur.

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil
case in the Superior Court of the County of San Bernardino. The filing was made
by Citibank and sought damages of $13,589 stemming from past due credit card
charges. This credit card was a corporate credit card guaranteed by Mr. Sand and
both Mr. Sand and the Company were included in the filing. On October 14, 2008,
Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three
installments up through November 28, 2008. Upon the timely payment of the three
installments, the plaintiff will file a Dismissal With Prejudice of the entire
action. Should payments not be made in a timely fashion, the settlement offer
will be null and void and the plaintiff will continue with all applicable legal
remedies.

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

The United States has an increasingly elderly population. Our Secure Balance and
respiratory product line (except GasAlert which targets the entire consumer
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 system,
OxyAlert 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 respiratory product line since 1999. We have
identified competition in the marketplace for our Oxyview and OxyAlert products.
The competition with Oxyview is very small. There are 3 major manufacturers of
oxygen flow meters, all of whom manufacture the gravity dependent [ball in tube]
flow meter that can only attach directly to the delivery system. Specifically,
there are two other in-line oxygen flow meters, the Liter-Meter manufactured by
Erie Medical, Inc., and the Rotameter manufactured by King Instruments. Both of
these devices are gravity dependent flow meters that include glass housings and
are heavier as compared to the Oxyview. Oxyview only weighs approximately 4
grams, less than 1/4 the weight of the Liter-Meter and Rotameter. It is made of
medical grade polycarbonate which is lighter, more durable and less of a safety
factor compared to the glass house used on the competitive models. More
important, Oxyview is not gravity dependent and works in any position, providing
a more accurate reading and more user friendly environment for the patients and
clinicians. The Liter-Meter and Rotameter are gravity dependent, and must be
held vertical to provide a reading. Oxyview is not affected by normal
temperature changes and humidity, and can function at high altitudes for private
and commercial aviation use; whereas the Liter-Meter and Rotameter are effected
by temperature, humidity and gravity, and become even more unstable in providing
a reading for oxygen flow rate. The size of competition is expected to enhance
our planned marketing campaign.


                                       24
<PAGE>


Negative Trends:

Our product sales are impacted by government cuts and policy changes and are
government dependent. Adverse economic conditions, federal budgetary concerns
and politics can affect healthcare insurance regulations and could negatively
impact our product sales.

SEASONAL ASPECTS THAT 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 May, followed
by a decrease from June to September. 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 LEASING AND FINANCING PROGRAMS

Our customers can obtain capital equipment loans through commercial third party
bank leasing and financing institutions to purchase our Secure Balance products.
The company is a vendor with several major banks that offer capital equipment
leasing to the consumer. The banks control the application and loan approval
process for any Secure Balance transactions handled accordingly. Each banking
institution offers a variety of leasing programs, terms, buyouts and tax
incentives, and the customer has a choice depending upon their personal credit
score and credit worthiness.

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, 2008, we have incurred total accumulated losses of
$10,626,915. 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 the development of our products 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 substantial
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;

         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 or additional loans to enable us
to grow and reach profitability. There is no guarantee we will be able to sell
our securities or secure additional loans. Further, future sales of securities
will likely subject our shares to dilution.


                                       25
<PAGE>


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

The Company has relied on loans and compensation deferrals from our CEO and
Chairman, Scott R. Sand, and investment in the form of convertible notes payable
from various individuals and entities to sustain the Company from 1999 into the
current fiscal year. Although Mr. Sand has converted the amounts owed to him
into shares of our common stock and Series A Convertible Preferred Stock, we may
have to look again to Mr. Sand for assistance in financing. There is no
guarantee that Mr. Sand will have financial resources available to assist in our
funding. As of May 31, 2008, the Company owes Mr. Sand $1,747 for expenses paid
on behalf of the Company. If future capital is not available from Mr. Sand or
other third parties in the future, the Company's operations may be negatively
affected.

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

We are an emerging medical device manufacturer registered with the US Food and
Drug Administration where Oxyview is classified as a Class-I medical device.
Oxyview is currently being sold. The OxyAlert product is still in the late
stages of development as we still need manufacturing prototypes. Of the
respiratory products, only Oxyview is currently being marketed and sold. Our
Oxyview sales for the fiscal year ended May 31, 2008 were $42,044.
Our products 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 our
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 may not be able to establish any additional research
collaborations or licensing arrangements necessary to develop and commercialize
products using our technology or 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 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;


                                       26
<PAGE>


         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    changes in usage of the Internet and online services and consumer
               acceptance of the Internet and online commerce,

          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 purchased, intangible
               assets,

          o    additional operating losses and expenses of acquired businesses,
               if any, and/or

          o    impairment of relationships with existing employees, customers
               and business partners.

SECURE BALANCE 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." 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, inclusive of
SportKat and Interacoustics. The non-exclusive nature of the provision of the
devices to us may negatively impact our ability to capture a meaningful market
share. Due to the higher margins of our Oxyview product, we are shifting our
focus away from Secure Balance sales and marketing efforts until January 2009.
Until this time, there will be a continued decrease of sales for any Secure
Balance products and services, which could impact our revenues and income. The
new sales program for Secure Balance will be comprised of a new Secure Balance
website (SecureBalance.com) that will feature our current products and services,
as well as includes additional new products for vestibular function testing and
balance assessment/therapy. Our objective to become more competitive in the
balance medicine market is to offer a variety of products and services for the
customer to choose from at lower and more competitive prices. We have negotiated
new distribution contracts with major manufacturers for VNG systems and balance
systems and plan to implement these new products in January 2009.


                                       27
<PAGE>


ALTHOUGH WE HAVE MINOR COMPETITION IN RELATION TO OUR Oxyview PRODUCT LINE, WE
EXPECT AN INCREASE IN THE FUTURE.

Although we are aware of current competition for our Oxyview product line, we
expect competition to continue to develop after marketing our products. It is
unknown at this time what impact any such competition could have on us. We are a
"going concern" enterprise and it is 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 for OxyAlert; WHICH MAY NEGATIVELY IMPACT
OUR PLANS FOR FOREIGN OPERATIONS.

Although we intend to apply for international patents for
our respiratory product line, we have not as yet done so for OxyAlert, except
for European, Chinese and Japanese patents for Oxyview. We do not know when, and
if, we will apply for such OxyAlert 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 for OxyAlert.

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.


                                       28
<PAGE>


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 MOST OF OUR PRODUCT LINES
AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER
REVENUE.

We have not produced the OxyAlert product for sale, although production is
currently pending the review for exempt status with the US Food and Drug
Administration. We have begun production and sales of our Oxyview product, but
not OxyAlert or GasAlert. 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.

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 an agreement with one or more
distribution entities or collaborators under acceptable terms, we may be
required to market our products directly. This requires that we establish our
own specialized sales force and marketing organization to market our products.
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.


                                       29
<PAGE>


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

As we continue to launch commercially our respiratory product line, we will face
increased exposure to product liability claims. We have exposure selling Secure
Balance. 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.

Risks Relating to Our Common Stock

THE SEC HAS THREATENED TO SUSPEND TRADING OF OUR STOCK

On October 13, 2005, we received a letter from the Division of Corporate Finance
of the Securities and Exchange Commission ("SEC") in connection with our failure
to file periodic reports as required by the Securities Exchange Act of 1934.
Specifically, as of the date of the SEC's letter, our predecessor management
failed to file periodic reports dating to fiscal year ended 1998. After the
merger, we recommenced filing of our periodic reports on November 7, 2005. We
have worked diligently on getting these past due filings completed and filed
with the SEC. We believe that all past due filing requirements have been met.


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 $0.30 and as high as $78.00 (adjusted for our 600 to 1 reverse split which
was effective on August 27, 2008). 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.


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.


                                       30
<PAGE>


Our common stock is quoted on the Pink Sheets under the symbol "ITEC." 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.

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.


                                       31
<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 stockholders sell substantial amounts of our common stock in the public
market, including shares issued upon the exercise of outstanding options or
warrants, or conversion of convertible notes, 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 September 19, 2008, 336,599 shares of our
issued common stock are unrestricted and 7,712,660 shares are restricted (but
many may be eligible to have restrictions lifted). Further, at May 31, 2008, we
had $2,031,547 in convertible notes outstanding, which may be converted into
restricted common stock or if eligible, into unrestricted common stock under
Rule 144.

RISKS RELATING TO OUR FINANCING AGREEMENTS:

EVENTS OF DEFAULT UNDER OUR CONVERTIBLE DEBENTURES

We have entered into a series of convertible note agreements in the past two
fiscal years; specifically, a $1.5 million convertible agreement entered into on
July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the
$110,000 convertible note entered into on July 30, 2007. Under the transaction
documents, we have committed various acts and failed to timely perform other
acts that constitute events of default under the transaction documents. We have
received assurance from counsel for the investors that "You are not in default.
We [the investors] have to put you into default and we have not." There can be
no assurance that the investors will not declare a default in the future. Our
stockholders should be aware that if the investors provide written notice of
default to us, then our liabilities would increase dramatically due to the
penalties, reset provisions, and other damages specified in the transaction
documents. The increase in liabilities attributed to a notice of default under
the transaction documents could vastly exceed our current market capitalization
and have dramatic negative affects on our financial condition. The debentures
are collateralized by our assets and, in the event if we are unable to repay or
restructure these debentures, there is no assurance that the holders of the
debentures will not institute legal proceedings to recover the amounts owed
including foreclosure on our assets. Subsequent to May 31, 2008, we entered into
$500,000 Securities Purchase Agreement dated June 16, 2008 with three of the
noteholders.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE
DEBENTURES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES TO
THE HOLDERS, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.

Our obligation to issue shares upon conversion of our convertible securities
under the June 2006 and March 2007 agreements is essentially limitless. Further,
subsequent to May 31, 2008, we entered into an agreement to issue up to $500,000
in Secured Callable Convertible Notes. An aggregate of $225,000 in convertible
notes have been issued under this agreement.

The following table shows the effect on the number of shares issuable upon full
conversion ($2,248,167 aggregate principal)(without taking into account the
4.99% limitation or any interest, penalties, events of default or other amounts
under the notes), in event our common stock price declines by 25%, 50% and 75%
from the trading price at $.03* on September 19, 2008.
<TABLE>
<CAPTION>
<S>     <C>

                                             PRICE DECREASES BY
--------------------------                  ----------------  ----------------  ---------------- --------------
                                            9/19/08           25%               50%              75%
--------------------------                  ----------------  ----------------  ---------------- --------------
Common Stock Price(1)                       0.03              0.0225           0.015            0.0075
--------------------------                  ---------------- ---------------- ---------------- ----------------
Conversion Price (2)                        0.012              0.009           0.006            0.003
--------------------------                  ---------------- ---------------- ---------------- ----------------
100% Conversion Shares                       187,347,250       249,796,333     374,694,500      749,389,000
--------------------------                  ---------------- ---------------- ---------------- ----------------
*adjusted for the 1 for 600 reverse stock split on August 27, 2008
</TABLE>


                                       32
<PAGE>


(1)  Represents the average of the lowest three (3) trading prices for the
     common stock during the twenty (20) trading day period prior to September
     19, 2008, as calculated pursuant to the agreements. All prices have
     been adjusted for the 1 for 600 reverse stock split on August 27, 2008.

(2)  Assuming 40% applicable percentage. On September 5, 2008, Ingen amended its
     Securities Purchase Agreement dated as of June 16, 2008. Under the terms of
     this amendment, the conversion rate and interest rate of all convertible
     debentures to these noteholders have been adjusted. This amendment applies
     to the $1.5 million convertible date entered into on July 25, 2006, the
     $450,000 convertible debt entered into on March 15, 2007, the $110,000
     convertible note entered into on July 30, 2007 as well as the $500,000
     Securities Purchase Agreement dated June 16, 2008. The "Applicable
     Percentage" (as defined in each of the notes to be the rate at which the
     note holders can convert their debt into common stock) has been adjusted to
     40%. This means that the convertible note holders can now convert their
     debt into stock at the average of the lowest three trading prices for the
     common stock during the twenty day trading period prior to conversion
     multiplied by 40%.

The issuance of shares upon conversion of the convertible debentures and
exercise of warrants may result in substantial dilution to the interests of
other stockholders since the holders of such securities may ultimately convert
and sell the full amount issuable on conversion. Although the holders of our
convertible debentures and warrants may not convert and/or exercise such
securities if such conversion or exercise would cause them to own more than
4.99% of our outstanding common stock, this restriction does not prevent them
from converting and/or exercising some of their holdings and then converting the
rest of their holdings. In this way, the holders of our convertible debentures
and warrants could sell more than this limit while never holding more than this
limit. There is no upper limit on the number of shares that may be issued which
will have the effect of further diluting the proportionate equity interest and
voting power of all holders of our common stock. In addition, the number of
shares of common stock issuable upon conversion of the outstanding convertible
debentures may increase if the market price of our stock declines. The sale of
these shares may adversely affect the market price of our common stock.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE
DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE,
OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF
REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE
OF SUBSTANTIAL ASSETS.

We have issued convertible debentures that total $2,360,000 ($2,135,000 were
issued as of May 31, 2008 and $225,000 were issued subsequent to May 31, 2008).
As of May 31, 2008, $28,453 of these notes were converted into common stock (an
additional $8,380 was converted subsequent to May 31, 2008). Unless sooner
converted into shares of our common stock, we are required to repay the
convertible debentures. To do so, we would be required to use our working
capital, if any at that time, and/or raise additional funds. If we were unable
to repay the debentures when required, the debenture holders could commence
legal action against us to recover the amounts due. Any such action may require
us to curtail or cease operations.

ITEM 7. FINANCIAL STATEMENTS

We have restated our financial statements for the fiscal year ended May 31,
2006. This restatement (as described below) caused us to restate our May 31,
2007 financial statements as well as the interim financial statements for the
quarters ended August 31, 2006, November 30, 2006, February 28, 2007, August 31,
2007 and November 30, 2007. The items that caused us to restate our financial
statements are summarized below. The effects of the change to each line of
financial statements are noted in the footnotes of the audited consolidated
financial statements for the fiscal year ended May 31, 2006 in Note A. The
effects of the change to each line of the interim financial statements for the
aforementioned quarters are footnoted at the bottom of each page of the restated
unaudited financial statements that follow.


                                       33
<PAGE>


The restated audited consolidated financial statements for the fiscal year ended
May 31, 2006 have been adjusted for several reasons. These are summarized as
follows:

1)          The number of common shares outstanding, the accumulated deficit and
            total equity changed due to the completion of the audit of Ingen
            Technologies, Inc. (the private Nevada company acquired in March
            2004). These audited financial statements of the private company
            acquired were filed with Form 8-K dated March 15, 2004 (this was
            originally filed on November 16, 2007 and subsequently amended by a
            filing made on September 10, 2008). The common stock was adjusted
            from $7,760 to $705,905 as of May 31, 2003. The accumulated deficit
            was adjusted from $539,235 to $1,069,235. Total equity as of May 31,
            2003 was restated to equal $(363,330), which ties to the audited
            financials of the private company filed with Form 8-K dated March
            15, 2004.
2)          The original May 31, 2004 financial statements had a cash-to-accrual
            adjustment in the amount of $4,767,800. This amount was shown in
            error and has been eliminated.
3)          In May 31, 2004, the original financial statements showed 12,088,593
            shares issued for services. These shares were originally valued at
            $5,399,453. This value has been adjusted to $661,148 to more
            accurately reflect the fair market value of the shares issued.
4)          We failed to properly expense the value of options issued in the
            fiscal year ended May 31, 2005. The beginning balances on the
            restated audited financial statements for the fiscal year ended May
            31, 2006 have been adjusted to account for an additional expense of
            $197,730 which is the value of the stock options issued in the
            fiscal year ended May 31, 2005. This correction changes both the
            beginning accumulated deficit and value of our common stock account
            on our balance sheet (and the beginning balances on the Statement of
            Stockholders' Equity).
5)          We failed to properly expense the value of options issued in the
            fiscal year ended May 31, 2006. The restated audited financial
            statements for the fiscal year ended May 31, 2006 have additional
            expense of $157,916 which is the value of the stock options issued
            in the fiscal year. This additional expense changes the selling,
            general and administrative expense for the fiscal year and also
            changes the value of our common stock account on our balance sheet
            and the balances on the Statement of Stockholders' Equity.
6)          On our original financial statements for the fiscal year ended May
            31, 2006, we erroneously charged off a $23,875 capital expenditure.
            We have properly capitalized this expenditure on the restated
            financial statements for the fiscal year ended May 31, 2006. This
            additional asset reduces our selling, general and administrative
            expense for the fiscal year and increases our fixed asset account on
            the balance sheet as of May 31, 2006. The capital expense also
            changed our Statement of Cash Flows for the fiscal year.
7)          Our original financial statements for the fiscal year ended May 31,
            2006 erroneously classified an officer loan in the amount of $70,826
            as a long-term liability. This has been restated as a current
            liability on the restated financial statements.

The effect of the above adjustments changed the beginning balances on our
audited consolidated financial statements for the fiscal year ended May 31,
2007. As a result, we have restated these financial statements and have included
them in our financial statements herein.

The aforementioned changes also required us to restate the interim financial
statements for the quarters ended August 31, 2006, November 30, 2006, February
28, 2007, August 31, 2007 and November 30, 2007. These unaudited financial
statements are also included herein.


                                       34
<PAGE>


Index to Financial Statements:

         Audited Financial Statements for the years ended May 31, 2008 and May
31, 2007 (the balances for the fiscal year ended May 31, 2007 have been
restated)

         Audited Financial Statements for the year ended May 31, 2006 (as
         restated)

         Unaudited Interim Financial Statements for the quarter ended August 31,
         2006 (restated)

         Unaudited Interim Financial Statements for the quarter ended November
         30, 2006 (restated)

         Unaudited Interim Financial Statements for the quarter ended February
         28, 2007 (restated)

         Unaudited Interim Financial Statements for the quarter ended August 31,
         2007 (restated)

         Unaudited Interim Financial Statements for the quarter ended November
         30, 2007 (restated)



                                       35
<PAGE>


                            INGEN TECHNOLOGIES, INC.

                                  AUDIT REPORT

                               FOR THE YEARS ENDED
                          MAY 31, 2008 AND MAY 31, 2007


             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, 2008 and 2007 (restated), and
the related consolidated statements of operations, stockholders' deficit
(restated), 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 of America). 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 presentation. 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 position of Ingen Technologies,
Inc. and subsidiary as of May 31, 2008 and 2007, and the results of its
operations, changes in stockholders' deficit and its cash flows for the years
then ended, in conformity with accounting principles generally accepted in the
United States of America.

The consolidated financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
consolidated 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 consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

As discussed in Note 19, the consolidated balance sheet and statement of
stockholders' deficit for 2007 have been restated to correct an error.


                                         /s/ Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
September 10, 2008


                                      F-1


<PAGE>
<TABLE>
<S>            <C>

Ingen Technologies, Inc.
Consolidated Balance Sheets
May 31, 2008 and May 31, 2007

                                                                       BALANCE AS
                                                       BALANCE AS    OF MAY 31, 2007
                                                    OF MAY 31, 2008    (RESTATED)
                                                      ------------    ------------
ASSETS
Current assets
  Cash                                                $         --    $        238
  Accounts receivable                                           63              --
  Inventories                                               74,830          85,594
  Prepaid expenses                                          50,933          33,633
                                                      ------------    ------------
  Total current assets                                     125,826         119,465

Property and equipment, net of accumulated
  depreciation of $177,656 and $119,775                    229,960         287,841
Other assets
  Debt issue costs, net of accumulated
   amortization of $211,173 and $86,663                    157,027         261,537
  Patents, net of accumulated amortization
   of $4,490 and none                                       62,855          67,345
  Deposits                                                  31,550           1,550
                                                      ------------    ------------
  Total other assets                                       251,432         330,432
                                                      ------------    ------------

TOTAL ASSETS                                          $    607,218    $    737,738
                                                      ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Cash overdraft                                      $        530    $         --
  Accounts payable                                         212,242          84,517
  Accrued expenses                                         201,927         196,620
  Officer's loans                                            1,747          84,342
  Short-term notes                                          82,500              --
  Convertible notes payable, net of unamortized
    discount of $25,092 and none                            49,908              --
  Current portion of long-term debt                         14,539          14,539
                                                      ------------    ------------

  Total current liabilities                                563,393         380,018

Long-term liabilities
  Loan payable                                              96,872         100,452
  Convertible notes payable, net of unamortized
   discount of $951,792 and $1,483,176                   1,079,755         431,824
  Derivative liability                                   3,605,748       4,797,253
                                                      ------------    ------------

  Total long-term liabilities                            4,782,375       5,329,529



                                        F-2



<PAGE>

Ingen Technologies, Inc.
Consolidated Balance Sheets (continued)
May 31, 2008 and May 31, 2007

                                                                       BALANCE AS
                                                       BALANCE AS    OF MAY 31, 2007
                                                    OF MAY 31, 2008    (RESTATED)
                                                      ------------    ------------

Stockholders' deficit
  Preferred stock, Series A, no par value,
    preferred liquidation value of $1.00 per share,
    40,000,000 shares authorized and
    38,275,960 issued and outstanding
    as of May 31, 2008, total liquidation
    preference of $38,275,960
    16,578,991 issued and outstanding
    as of May 31, 2007, total liquidation
    preference of $16,578,991                              965,313         688,313
  Common stock, no par value, authorized
    750,000,000 shares, 502,073
    issued and outstanding as of
    May 31, 2008, 58,745 issued and outstanding
    as of May 31, 2007                                   5,141,052       3,883,549
  Series A preferred stock subscription                      2,000              --
  Series A preferred stock subscription receivable        (220,000)       (220,000)
  Accumulated deficit                                  (10,626,915)     (9,323,671)
                                                      ------------    ------------

Total stockholders' deficit                             (4,738,550)     (4,971,809)
                                                      ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT           $    607,218    $    737,738
                                                      ============    ============


See notes to consolidated financial statements



                                        F-3



<PAGE>



Ingen Technologies, Inc. and Subsidiary
Consolidated Statements of Operations
For the years ended May 31, 2008 and May 31, 2007

                                                         FOR THE YEARS ENDED MAY 31,
                                                          2008             2007
                                                       -----------     -----------

Sales                                                  $   252,493     $   720,678
Cost of sales                                              167,631         452,100
                                                       -----------     -----------
Gross Profit                                                84,862         268,578

Selling, general and administrative expenses             1,741,690       1,882,221
                                                       -----------     -----------

Operating loss                                          (1,656,828)     (1,613,643)

Other (expenses)
  Interest expense                                      (1,265,454)     (5,028,485)
  Change in derivative liability                         1,619,848       1,583,636
                                                       -----------     -----------

Net loss before taxes                                   (1,302,434)     (5,058,492)

Provision for income taxes                                     810           2,990
                                                       -----------     -----------

Net loss                                               $(1,303,244)    $(5,061,482)
                                                       ===========     ===========

Basic and diluted net loss per share                   $    (16.07)    $    (99.81)
                                                       ===========     ===========

Weighted average number of shares outstanding               81,093          50,711



                                                        FOR THE YEARS ENDED MAY 31,
                                                          2008             2007
                                                       -----------     -----------

Numerator:  Net loss                                   $(1,303,244)    $(5,061,482)

Denominator:
   Weighted Average Number of Shares                        81,093          50,711

Net loss per share - Basic and diluted                 $    (16.07)    $    (99.81)


See notes to consolidated financial statements

                                        F-4




<PAGE>



Ingen Technologies, Inc. and Subsidiary
Consolidated Statement of Stockholders' Deficit




                                                      SERIES A PREFERRED STOCK             COMMON STOCK
                                                      SHARES           AMOUNT         SHARES         AMOUNT
                                                    ------------    ------------    ------------   ------------

BALANCE AT MAY 31, 2006 (RESTATED)                    14,134,547    $    734,980          49,412   $  3,615,029

Conversion of Series A Preferred stock
  into common stock                                   (2,000,000)       (146,667)          3,333        146,667

Issuance of Series A Preferred stock
  for accrued compensation                             4,444,444         100,000

Issuance of common stock for services                                                      4,333          56,400

Issuance of common stock for patent                                                        1,667          60,000
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                                                                                     (52,000)

Value of options issued for legal fees                                                                    57,453

Net loss for year ended May 31, 2007                          --              --              --             --
                                                    ------------    ------------    ------------   ------------


BALANCE AT MAY 31, 2007 (RESTATED)                    16,578,991    $    688,313          58,745   $  3,883,549

Rounding shares issued on reverse stock split                                                680
Conversion of Series A Preferred stock
  into common stock                                     (636,364)        (15,000)          1,061         15,000

Issuance of Series A Preferred stock
  for accrued compensation and officer's loans        20,333,333         272,000

Issuance of Series A Preferred stock
  for services                                         2,000,000          20,000

Series A Preferred stock subscription

Issuance of common stock for cash                                                         73,369         193,300

Issuance of common stock for services                                                     59,359         787,750

Issuance of common stock for conversions of notes                                         47,378          28,453

Issuance of common stock
  for accrued compensation and officer's loans                                           261,481         233,000

Net loss for year ended May 31, 2008                          --              --              --             --
                                                    ------------    ------------    ------------   ------------

BALANCE AT MAY 31, 2008                               38,275,960    $    965,313         502,073   $  5,141,052
                                                    ============    ============    ============   ============



                                                              F-5a


<PAGE>


Ingen Technologies, Inc. and Subsidiary
Consolidated Statement of Stockholders' Deficit (continued)

                                                                      SERIES A
                                                       SERIES A       PREFERRED
                                                       PREFERRED       STOCK
                                                        STOCK       SUBSCRIPTION     RETAINED
                                                     SUSCRIPTION     RECEIVABLE       EARNINGS         TOTAL
                                                     ------------   ------------    ------------    ------------

BALANCE AT MAY 31, 2006 (RESTATED)                   $         --   $   (220,000)   $ (4,262,189)   $   (132,180)

Conversion of Series A Preferred stock
  into common stock                                                                                           --

Issuance of Series A Preferred stock
  for accrued compensation                                                                               100,000

Issuance of common stock for services                                                                     56,400

Issuance of common stock for patent                                                                       60,000
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                                                                                     (52,000)

Value of options issued for legal fees                                                                    57,453

Net loss for year ended May 31, 2007                           --             --      (5,061,482)     (5,061,482)
                                                     ------------   ------------    ------------    ------------


BALANCE AT MAY 31, 2007 (RESTATED)                   $         --   $   (220,000)   $ (9,323,671)   $ (4,971,809)

Rounding shares issued on reverse stock split
Conversion of Series A Preferred stock
  into common stock

Issuance of Series A Preferred stock
  for accrued compensation and officer's loans                                                           272,000

Issuance of Series A Preferred stock
  for services                                                                                            20,000

Series A Preferred stock subscription                      2,000                                           2,000

Issuance of common stock for cash                                                                        193,300

Issuance of common stock for services                                                                    787,750

Issuance of common stock for conversions of notes                                                         28,453

Issuance of common stock
  for accrued compensation and officer's loans                                                           233,000

Net loss for year ended May 31, 2008                           --             --      (1,303,244)     (1,303,244)
                                                     ------------   ------------    ------------    ------------

BALANCE AT MAY 31, 2008                              $      2,000    $   (220,000)   $(10,626,915)   $ (4,738,550)
                                                     ============    ============    ============    ============





See notes to consolidated financial statements



                                              F-5b



<PAGE>


Ingen Technologies, Inc. and Subsidiary
Consolidated Statements of Cash Flows

                                                                FOR THE YEARS
                                                                   ENDED
                                                                  MAY 31,
                                                            2008            2007
                                                         -----------    -----------
Cash flow from operating activities
  Net loss                                               $(1,303,244)   $(5,061,482)
  Depreciation and amortization                               62,370         21,368
  Amortization of debt issue costs                           124,510         86,663
  Expenses paid with stock and options                     1,113,063        216,400
  Value of options issued for services                            --         57,453
  Change in derivative liabilities                        (1,619,848)    (1,583,636)
  Non-cash interest expense and financing costs              934,635      4,921,588
  (Increase) decrease in prepaid expenses                    (84,566)       (33,633)
  (Increase) decrease in deposits                            (30,000)        (1,550)
  (Decrease) increase in accounts payable                    127,726         36,330
  (Decrease) increase in accrued expenses                      5,307         16,827
  (Increase) decrease in inventory                            10,764        (85,594)
                                                         -----------    -----------
Net cash used in operating activities                       (659,283)    (1,409,266)

Cash flow from investing activities
  Purchase of intangible assets                                   --        (67,345)
  Purchase of property and equipment                              --       (277,570)
                                                         -----------    -----------

Net cash used in investing activities                             --       (344,915)

Cash flow from financing activities
  Sale of common stock                                       193,300             --
  Refund of common stock purchase                                 --        (52,000)
  Proceeds from loans                                        108,500        116,096
  Payments on loans                                               --         (1,105)
  Proceeds from convertible notes payable                    200,000      1,566,800
  Proceeds from stockholder and officer loans                196,511         26,416
  Repayments of stockholder and officer loans                (39,796)       (12,900)
                                                         -----------    -----------
Net cash provided by financing activities                    658,515      1,643,307

Net cash increase (decrease)                                    (768)      (110,874)

Cash at beginning of year                                        238        111,112
                                                         -----------    -----------

Cash at end of year                                      $      (530)   $       238
                                                         ===========    ===========

Supplemental information
  Cash paid for taxes                                    $       800    $       800
                                                         ===========    ===========
  Cash paid for interest expense                         $    13,081    $     2,957
                                                         ===========    ===========

Non-Cash Activities:
     Exchange of 636,364 shares of Series A
          preferred stock for common stock               $    15,000    $        --
     Issuance of series A preferred stock to
          officer for accrued compensation and payment
          on officer's loan                              $   272,000    $   100,000
     Issuance of common stock to
          officer for accrued compensation and payment
          on officer's loan                              $   233,000    $        --
    Value of issuance of warrants in connection
          with convertible debt                          $        --    $ 2,430,570
    Recorded a beneficial conversion feature             $        --    $ 3,950,318
    Stock Subscription Receivable                        $        --    $   220,000



See notes to consolidated financial statements


                                       F-6
</TABLE>



<PAGE>


NOTE 1 - NATURE OF BUSINESS

Ingen Technologies, Inc., a Georgia corporation (the "Company", "Ingen" or
"Ingen Technologies"), is a public company trading under NASDAQ OTC: ITEC. Ingen
Technologies is a growth-oriented technology company that offers diverse and
progressive services and products.

Ingen Technologies, Inc. owns 100% of the capital stock of Ingen Technologies,
Inc. a Nevada corporation which has been in business since 1999.

Ingen's flagship product is its BAFI (TM) line of products. These are the
world's first wireless digital low gas warning system for pressurized gas
cylinders. These products include Oxyview(TM), OxyAlert(TM) and GasAlert(TM). On
October 24, 2000, Ingen received a U.S. Patent for the BAFI (TM) 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 Oxyview (TM) product is the only
product in the BAFI (TM) line that Ingen is currently selling.

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.

Ingen's 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.

On November 16, 2006, Ingen purchased the intellectual property rights for
Oxyview(TM). Ingen had co-invented the Oxyview (TM) product with a third party.
The agreement gave Ingen sole ownership of the product and intangible pending
patents associated with Oxyview (TM), which is part of Ingen's BAFI(TM) line of
products. Patents for Oxyview (TM) are pending in the United States, Japan,
People's Republic of China and the European Communities. Oxyview(TM) relates to
flow meters which provide a visual signal for gas flow through a conduit. More
particularly it relates to a flow meter which provides a visual cue viewable
with the human eye, as to the flow of gas through a cannula which conventionally
employs very low pressure and gas volume to a patient using the Oxyview(TM).
Ingen began recording sales of Oxyview(TM) in November of 2006.

On August 27, 2008, Ingen effectuated a reverse stock split at a rate of one
share for every six hundred (600) then outstanding. The Series A Preferred stock
was not affected by this reverse stock split. The effect of the reverse stock
split has been adjusted for in these financial statements. This reduced the
number of common shares outstanding from 300,835,942 to 502,073 as of May 31,
2008.

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
subsidiary 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.

                                      F-7


<PAGE>


Revenue Recognition: Ingen 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 Ingen's historical experience. All
orders are customized with substantial down payments. Products are released upon
receipt of the remaining funds. For SecureBalance sales, the customer generally
makes a down payment in the amount of 50% of the total cost. When the product is
ready for delivery and the remaining purchase price is received, the product is
shipped and the sale is recognized as revenue. The sale of Secure Balance
products include education and training. We schedule this training to coincide
with the delivery of the Secure Balance equipment to our customers. For our
OxyView units, all payments are made in advance by the customers. Upon our
shipment of the units, revenue is recognized.

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

Fair Value of Financial Instruments: Ingen Technologies' financial instruments
consist principally of cash, accounts receivable, inventories, accounts payable
and borrowings. Ingen believes the financial instruments' recorded values
approximate current values because of their nature and respective durations. The
fair value of embedded conversion options and stock warrants are based on a
Black-Scholes fair value calculation. The fair value of convertible notes
payable has been discounted to the extent that the fair value of the embedded
conversion option feature exceeds the face value of the note. This discount is
being amortized over the term of the convertible note.

Inventories: Ingen carries its inventories at cost, inclusive of freight and
sales taxes.

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.

CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES: Ingen accounts for
convertible notes payable and warrants in accordance with Statement of Financial
Accounting Standards (SFAS) No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES." This standard requires the conversion feature of
convertible debt be separated from the host contract and presented as a
derivative instrument if certain conditions are met. Emerging Issue Task Force
(EITF) 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND
POTENTIALLY SETTLED IN A COMPANY'S OWN STOCK" and EITF 05-2, "THE MEANING OF
"CONVENTIONAL CONVERTIBLE DEBT INSTRUMENT" IN ISSUE NO. 00-19" were also
analyzed to determine whether the debt instrument is to be considered a
conventional convertible debt instrument and classified in stockholders' equity.

The convertible notes payable issued on June 6, 2006, July 27, 2006, August 30,
2006, January 24, 2007, March 15, 2007, April 15, 2007, May 15, 2007, June 15,
2007 and July 15, 2007 were evaluated and determined not conventional
convertible and, therefore, because of certain terms and provisions including
liquidating damages under the associated registration rights agreement the
embedded conversion option was bifurcated and has been accounted for as a
derivative liability instrument. The stock warrants issued in conjunction with
the convertible notes payable were also evaluated and determined to be a
derivative instrument and, therefore, classified as a liability on the balance
sheet. The accounting guidance also requires that the conversion feature and
warrants be recorded at fair value for each reporting period with changes in
fair value recorded in the consolidated statements of operations.

A Black-Scholes valuation calculation was applied to both the conversion
features and warrants at issuance dates and May 31, 2008. The issuance date
valuation was used for the effective debt discount that these instruments
represent. The debt discount is amortized over the three-year life of the debts
using the effective interest method. The May 31, 2008 valuation was used to
record the fair value of these instruments at the end of the reporting period
with any difference from prior period calculations reflected in the consolidated
statement of operations.

                                      F-8


<PAGE>


Common Stock: On August 27, 2008, Ingen effectuated a reverse stock split at a
rate of one share for every six hundred (600) then outstanding. The Series A
Preferred stock was not affected by this reverse stock split. The effect of the
reverse stock split has been adjusted for in these financial statements. This
reduced the number of common shares outstanding from 300,835,942 to 502,073 as
of May 31, 2008.

Preferred Stock: Ingen has authorized 40,000,000 shares of Series A Convertible
Preferred Stock. The Series A stock is not entitled to dividends. Ingen has the
right but not the obligation to redeem each share of Series A stock at a price
of $1.00 per share. In the event of voluntary or involuntary liquidation,
dissolution, or winding up of the corporation, each share of Series A shall be
entitled to receive from the assets of the Company $1.00 per share, which shall
be paid or set apart before the payment or distribution of any assets of the
corporation to the holders of the Common Stock or any other equity securities of
the Company. Each share of Series A shall be entitled to vote on all matters
with the holders of the Common Stock. Each share of Series A stock shall be
entitled to one vote. The holders of the Series A voting as a class shall be
entitled to elect one person to serve on the Company's Board of Directors. The
Series A is convertible into one share of fully paid and non-assessable share of
Common Stock upon 65 days of written notice. The Series A stock shall not be
affected by or subject to adjustment following any change to the amount of
authorized shares of Common Stock or the amount of Common Stock issued and
outstanding caused by any split or consolidation of the Company's Common Stock.

Events of default under Note Agreements: Ingen has committed various acts which
constitute events of default under its Securities Agreements dated July 25,
2006, March 15, 2007 and July 15, 2007 (and the notes thereunder with total
principal balances of $2,031,547). The Company has received assurance from
counsel for the investors that the investors have not placed the Company in
default under the notes and therefore the Company does not consider itself in
default. There can be no assurance that the investors will not declare a default
in the future. Should such notice of default be received by the Company, its
liabilities would increase dramatically due to the penalties, reset provisions,
and other damages specified in the transaction documents. The increase in
liabilities attributed to a notice of default under the transaction documents
could exceed the Company's current market capitalization and affect negatively
on its financial condition. The debentures are collateralized by the Company's
assets and, in the event if the Company is unable to repay or restructure these
debentures, there is no assurance that the holders of the debentures will not
institute legal proceedings to recover the amounts owed including foreclosure on
the Company's assets.

Research and Development: Ingen incurred expenditures of $11,932 and $13,213 for
research and development in the fiscal years ended May 31, 2007 and May 31,
2008, respectively.

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 and outstanding warrants.

In March, 2006, the FASB issued SFAS No. 156, ACCOUNTING FOR SERVICING OF
FINANCIAL ASSETS, an amendment of FASB Statement No. 140, ACCOUNTING FOR
TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES.
The pronouncement establishes standards whereby servicing assets and servicing
liabilities are initially measured at fair value, where applicable. In addition,
SFAS No. 156 allows subsequent measurement of servicing assets and liabilities
at fair value, and where applicable, derivative instruments used to mitigate
risks inherent with servicing assets and liabilities are likewise measured at
fair value. SFAS No. 156 is effective for our fiscal year beginning June 1,
2007.

In September, 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS. The
statement defines fair value, determines appropriate measurement methods, and
expands disclosure requirements about those measurements. SFAS No. 157 is
effective for our fiscal year beginning June 1, 2008.

                                      F-9


<PAGE>


In February 2007, the FASB issued SFAS No. 159, THE FAIR VALUE OPTION FOR
FINANCIAL ASSETS AND FINANCIAL LIABILITIES, including an amendment of FASB
Statement No. 115. This pronouncement permits entities to choose to measure many
financial instruments and certain other items at fair value that are not
currently required to be measured at fair value. SFAS 159 is effective as of the
beginning of our fiscal year which begins June 1, 2008.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS, an amendment of ARB No. 51. The objective of
this statement is to improve the relevance, comparability, and transparency of
the financial statements by establishing accounting and reporting standards for
the Noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. The Company believes that this statement will not have any impact on
its financial statements, unless it deconsolidates a subsidiary.

In March 2008, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 161, DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133).
This statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its effectiveness.

In April 2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF
THE USEFUL LIFE OF INTANGIBLE ASSETS ("FSP No. 142-3") to improve the
consistency between the useful life of a recognized intangible asset (under SFAS
No. 142) and the period of expected cash flows used to measure the fair value of
the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors
to be considered when developing renewal or extension assumptions that are used
to estimate an intangible asset's useful life under SFAS No. 142. The guidance
in the new staff position is to be applied prospectively to intangible assets
acquired after December 31, 2008. In addition, FSP No. 142-3 increases the
disclosure requirements related to renewal or extension assumptions. The Company
does not believe implementation of FSP No. 142-3 will have a material impact on
its financial statements.

In May 2008, the FASB issued Statement No. 162, THE HIERARCHY OF GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES. This statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This statement is effective 60 days
following the SEC's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "THE MEANING OF PRESENT FAIRLY IN CONFORMITY WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES."

In May 2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE
INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium
revenue recognition approach for a financial guarantee insurance contract links
premium revenue recognition to the amount of insurance protection and the period
in which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation. This Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008.

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force
(EITF) No. 03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED
PAYMENT TRANSACTIONS ARE PARTICIPATING SECURITIES ("FSP EITF No. 03-6-1"). Under
FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to
receive nonforfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of computing EPS. FSP
EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a
significant impact on the Company's financial statements.


                                      F-10


<PAGE>


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. The Company believes that this situation can
be crippling unless revenues can be substantially increased and/or significant
additional funding can be received in order to support the Company's operations
until revenues exceed operating costs.

To successfully grow the business, the Company must decrease its cash burn rate,
improve its cash position and its revenue base, 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 CEO, and the loss of any of those contractors or the CEO,
may harm the Company's business.

Additionally, as described above the Company is technically in default under its
convertible note agreements. The Company has received assurance from counsel for
the investors that the investors have not placed the Company in default under
the notes and therefore the Company does not consider itself in default. There
can be no assurance that the investors will not declare a default in the future.
Should such notice of default be received by the Company, its liabilities would
increase dramatically due to the penalties, reset provisions, and other damages
specified in the transaction documents. The increase in liabilities attributed
to a notice of default under the transaction documents could exceed the
Company's current market capitalization and affect negatively on its financial
condition. The financial statements have not been adjusted to reflect the
potential damages if the Company is notified of default. The amount of potential
damages could exceed $6 million.

The Company incurred a loss of $1,303,244 and for the year ended May 31, 2008,
and as of that date, had an accumulated deficit of $10,626,915.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

                                              As of May 31,       As of May 31,
                                                  2008                 2007
                                              -------------       -------------

Vehicles                                      $     145,596       $     145,596
Furniture & Fixtures                                 31,705              31,705
Machinery & Equipment                               188,709             188,709
Leasehold Improvements                               41,606              41,606
                                              -------------       -------------
                                                    407,616             407,616
Less accumulated depreciation                      (177,656)           (119,775)
                                              -------------       -------------

Property and Equipment, net                   $     229,960       $     287,841
                                              =============       =============



NOTE 5 - ACCRUED EXPENSES

Accrued expenses at May 31, 2008 consist of:

                                              As of May 31,        As of May 31,
                                                  2008                 2007
                                              -------------       -------------
Accrued officer's compensation                $          --       $     113,356
Accrued interest expense                            193,271              73,922
Accrued taxes                                         8,349               9,149
Accrued royalties payable                               307                 193
                                              -------------       -------------

Total                                         $     201,927       $     196,620
                                              =============       =============

                                      F-11


<PAGE>


NOTE 6 - INCOME TAXES

Provision for income tax for the year ended May 31, 2008 consisted of $810, and
was $2,990 for the year ended May 31, 2007.

As of May 31, 2008 and 2007, the Company has net operating loss carryforwards,
approximately, of $5,800,000 and $4,600,000, respectively, to reduce future
federal and state taxable income. To the extent not utilized, the carryforwards
will begin to expire through 2028. The Company's ability to utilize its net
operating loss carryforwards is uncertain and thus the Company has not booked a
deferred tax asset, 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 THE YEARS ENDED MAY 31,
                                                  2008                2007
                                                 -------------    -------------

Numerator:  Net loss                             $  (1,303,244)   $  (5,061,482)

Denominator:
   Weighted Average Number of Shares                    81,093           50,711

Net loss per share - Basic and diluted           $      (16.07)   $      (99.81)


As the Company incurred net losses for the years ended May 31, 2008 and May 31,
2007, it has excluded from the calculation of diluted net loss per share
approximately 11,398,649 and 235,548, respectively (both figures adjusted for
the six hundred (600) for one reverse stock split that was effective on August
27, 2008). These shares represent the Series A preferred stock, outstanding
warrants and assume that all convertible notes could be converted at the market
price as of May 31, 2008 and May 31, 2007, 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

Ingen owes its CEO, Scott Sand, a total of $1,747 as of May 31, 2008. This
amount is due to Mr. Sand as a result of business expenses paid by Mr. Sand on
his personal credit cards. The Company recorded interest expense on this loan as
finance charges were incurred by Mr. Sand on his personal credit cards. The bulk
of the business expenses paid by Mr. Sand were paid back by Ingen through the
issuance of Series A preferred stock and common stock issued during the fiscal
year ended May 31, 2008. There are no written loan agreements, promissory notes
or debt obligations evidencing this debt and the terms of repayment to Mr. Sand.
The related accrued interest is $0 as of May 31, 2008.

During the fiscal year ending May 31, 2008, Mr. Sand received a total of
20,333,333 shares of series A preferred stock and 261,481 shares of common stock
(156,888,889 shares of common stock prior to the reverse stock split which was
effective on August 27, 2008) for satisfaction of accrued compensation of
$106,856 and for payment of $168,144 of the loan amount owed to him. These
shares also resulted in an additional $130,000 of officer's compensation paid to
Mr. Sand.

On February 28, 2006 and March 17, 2006, we entered into two investment
contracts with Jeffrey Gleckman, pursuant to which we issued an aggregate of
2,000,000 shares of our restricted common stock to Mr. Gleckman (after our
reverse stock split which was effective on August 27, 2008 the total number of
adjusted common shares is equal to 3,334). Mr. Gleckman is the President of
MedOx Corporation, the contractor distributing OxyView(TM). MedOx was originally
known as Tech-Ni-Com, Inc. Our first contract with Mr. Gleckman's company was in
2000 for distribution of the BAFI(TM) product line. However, actual sales of
OxyView(TM) did not commence until November of 2006. Mr. Gleckman paid $300,000
consideration in the two transactions for the above-referenced shares.

                                      F-12


<PAGE>


In May of 2008, Ingen issued 2,000,000 shares of our Series A Preferred shares
to Mr. Gleckman. This issuance was done to satisfy an obligation in the amount
of $20,000 that Ingen owed to MedOx under its distribution contract for OxyView
(TM).

NOTE 10 - LEASE OBLIGATION

The Company leases its administrative office under an unsecured lease agreement
which expires on April 1, 2011. The Company also maintains a corporate office
under a month-to-month lease agreement. As of May 31, 2008, the remaining lease
obligation is as follows:

                     Year Ending                Lease
                        May 31,               Obligation
                   ---------------------------------------
                         2009                $   20,400
                         2010                    20,400
                         2011                    20,400
                         2012                    17,000
                                             -------------
                                             $   78,200
                                             =============

The total rent expense for the year ended May 31, 2008 was $31,000.

NOTE 11 - INTANGIBLE ASSETS

The Company has recorded patents at a cost of $67,345. This represents legal
costs of filing for patents and the purchase of the exclusive rights for a
patent for Oxyview (TM) with common stock valued at $60,000. Although the
patents are still pending with the US Patent and Trademark office, since the
Company is using the patents and selling its Oxyview (TM) units it has decided
to begin a 15-year amortization of the costs of the patents. The Company booked
amortization expense in the amount of $4,490 in the fiscal year ended May 31,
2008 on the cost of its patents.

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, 2008.

NOTE 13 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

6% $1.5 MILLION CONVERTIBLE DEBT

On July 25, 2006, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $2 million (only $1.5 million of this amount was funded), and (ii)
warrants to acquire an aggregate of 20 million shares of the Company's common
stock. The notes bear interest at 6% per annum (with a default interest rate at
15% per annum), and mature three years from the date of issuance. The notes are
convertible into the Company's common stock at the applicable percentage of the
average of the lowest three trading prices for the Company's shares of common
stock during the twenty trading day period prior to conversion. The applicable
percentage is 50%; however, the percentage shall be increased to: (i) 55% in the
event that a Registration Statement is filed within thirty days from July 26,
2006, and (ii) 60% in the event that the Registration Statement becomes
effective within one hundred and twenty days from July 26, 2006. Since the
Company has not had a Registration Statement become effective as of the date of
this Report, the applicable percentage will be 50%.


                                      F-13


<PAGE>


We may prepay the notes in the event that no event of default exists, there are
a sufficient number of shares available for conversion, and the market price is
at or below $0.10 per share. Prepayment of the convertible notes is to be made
in cash equal to 140% of the outstanding principal and accrued interest (for
prepayment occurring after the 60th day following the issue date of the notes).
In addition, in the event that the reported average daily price of the common
stock for each day of the month ending on any determination date is below $0.10,
we may repay a portion of the outstanding principal amount of the notes equal to
101% of the principal amount divided by thirty-six plus one month's interest and
this will stay all conversions for the month.

Events of default under the notes generally include failure to repay the
principal or interest when due, failure to issue shares of common stock upon
conversion by the holder, failure to timely file a registration statement or
have such registration statement declared effective, breach of certain covenants
or representation or warranty in the Securities Purchase Agreement or related
convertible note, the assignment or appointment of a receiver to control a
substantial part of our property or business, a money judgment, writ or similar
process entered or filed against us in excess of $50,000 which continues for 20
days unless consented to by the holder, the commencement of a bankruptcy,
insolvency, reorganization or liquidation proceeding against us without stay or
the delisting of our common stock. Upon the occurrence of an event of default,
the note holders may by written notice demand repayment in an amount equal to
the greater of (i) the then outstanding principal amount of the convertible
notes, together with unpaid interest and any outstanding penalties times 140% or
(ii) the "parity value" of the default sum, where parity value means (a) the
highest number of shares of common stock issuable upon conversion of the default
sum, treating the trading day immediately preceding the prepayment date as the
"conversion date" for the purpose of determining the lowest applicable
conversion price (unless the event of default is a result of a breach in
reference to a specific conversion date), multiplied by (b) the highest closing
price for the common stock during the period beginning on the date of first
occurrence of the event of default and ending one day prior to the prepayment
date. In addition, we granted the Investors a security interest in substantially
all of our assets and intellectual property pursuant to a Security Agreement and
an Intellectual Property Security Agreement.

The Company paid a total of $208,200 in debt issuance costs on the $1.5 million
that was received from the sale of the convertible notes. The debt issuance
costs are being amortized over the term of the notes, which are due on July 25,
2009.

6% $450,000 CONVERTIBLE DEBT

On March 15, 2007, we entered into a Securities Purchase Agreement with New
Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
Ltd. and AJW Partners, LLC (the "Investors") and agreed to issue and sell (i)
callable secured convertible notes up to $450,000, and (ii) warrants to acquire
an aggregate of 9 million shares of our common stock. The callable secured
convertible notes (4 notes, $450,000 total loan principal; 3 year term; 6%
annual interest, 15% annual "default interest") are convertible into shares of
our common stock at a variable conversion price based upon the applicable
percentage of the average of the lowest three trading prices for the common
stock during the twenty-day trading period prior to conversion. The "Applicable
Percentage" means 50%; provided, however, that the Applicable Percentage shall
be increased to (i) 55% in the event that a Registration Statement is filed
within thirty days of the required filing and (ii) 60% in the event that the
Registration Statement becomes effective within ninety days from the required
filing.

The Company paid a total of $50,000 in debt issuance costs on the $450,000 that
was received from the sale of the convertible notes. The debt issuance costs are
being amortized over the term of the notes, which are due between March 15 and
June 15, 2010.

On July 30, 2007, we issued a callable secured convertible note in the amount of
$110,000. This note was issued under the same terms as the 6% $450,000
Convertible Debt described above (the March 15, 2007 Securities Purchase
Agreement). From March 2008 through May 2008, the Investors converted $28,453 of
these notes into 28,427,000 shares of common stock (47,378 shares of common
stock after taking into effect the reverse stock split on August 27, 2008).

                                      F-14


<PAGE>


As of May 31, 2008, the total convertible notes payable due to the Investors was
equal to $2,031,547. This amount is comprised of: i) the $1.5 million funded
under the July 25, 2006 Securities Purchase Agreement; ii) $450,000 from the
Securities Purchase Agreement dated March 15, 2007; iii) an additional $110,000
funded on July 15, 2007 under the same terms as the Securities Purchase
Agreement dated March 15, 2007; and iv) a reduction in the principal amount of
the July 25, 2006 note in the amount of $28,453 for the conversion of a portion
of the notes into common shares. We also entered into a convertible note with
another party in the amount of $75,000 on June 7, 2006. The total of the
principal balance on all convertible notes is $2,106,547.

The value of the convertible feature on all convertible notes exceeded the face
value of these notes on the dates of issuance, therefore the initial note
discount booked was the total face value of the notes. This discount is being
amortized over the terms of the notes. As of May 31, 2008, the cumulative amount
of amortization of the discount of the notes was equal to $1,158,116.

As of May 31, 2008, the total derivative liability associated with the $1.5
million convertible notes was equal to $2,544,511. The derivative liability
associated with the $450,000 convertible notes was equal to $837,089. The
derivative liability associated with the $110,000 convertible note was equal to
$207,132. The $75,000 convertible note had a derivative liability of $792. The
derivative liability associated with the 20 million warrants that were issued as
part of the $1.5 million convertible notes was $11,189 on May 31, 2008. The
derivative liability associated with the 9 million warrants that were issued as
part of the $450,000 convertible notes was $5,035. The total of these amounts is
$3,605,748.

The following tables describe the valuation of the conversion feature of each
tranche of the convertible debenture issued under the $1.5 million Securities
Purchase Agreement, using the Black Scholes pricing model on the date of each
note:

                                    7/27/2006       8/30/2006       1/24/2007
                                     Tranche         Tranche         Tranche
                                  -------------   -------------   -------------
Approximate risk free rate               5.25%           4.80%           4.65%
Average expected life                 3 years         3 years       2.5 years
Dividend yield                              0%              0%              0%
Volatility                             202.01%         201.26%         138.21%
Estimated fair value
  of conversion feature
  on date of notes                $ 1,328,118     $ 1,137,929      $  371,193
Estimated fair value
  of conversion feature
  as of May 31, 2008              $ 1,150,443     $ 1,042,134      $  351,934

The Company recorded the fair value of the conversion feature, aggregate of
$2,837,240, as a discount to the convertible debt in the accompanying balance
sheet up to the proceeds received from each tranche, with the excess of
$1,337,240 charged to expense. Amortization expense related to the conversion
feature discount for the year ended May 31, 2008 was $521,318. Remaining
unamortized discount as of that date was $586,203. For the year ended May 31,
2008, the Company has reported $277,446 in other income related to changes in
its derivative liability associated with these notes.

The Company also granted warrants to purchase 20,000,000 shares of common stock
in connection with the financing. The warrants are exercisable at $0.10 per
share for a period of seven years, and were fully vested. Upon the effectuation
of the reverse stock split on August 27, 2008, these warrants have been adjusted
to purchase 33,334 shares of common stock at a price of $60.00 per share. The
warrants were originally valued at $1,987,103 using the Black-Scholes Option
Pricing Model with the following weighted-average assumptions used.


                                                        7/26/2006
                                                     --------------
Approximate risk free rate                                   5.23%
Average expected life                                     7 years
Dividend yield                                                  0%
Volatility                                                 201.26%
Number of warrants granted                             20,000,000
Estimated fair value of total warrants granted       $  1,987,478

The warrants were revalued as of the date of this report at a value of $11,189
using the Black-Scholes Option Pricing Model. For the year ended May 31, 2008,
the Company has reported $784,275 in other income related to changes in its
derivative liability associated with these warrants.

                                      F-15


<PAGE>


On June 7, 2006, the Company entered into an agreement with an accredited
investor for sale of a convertible debenture. The Company received proceeds of
$75,000 from the sale of the convertible debenture on June 7, 2006. The
debenture is convertible at any time within a three year period into 3,750,000
shares of common stock at $0.02 per share. The debenture carries an interest
rate of 6% per annum, and payable annually. In the event that the debenture is
not converted to common stock, any unpaid balance, including interest and the
principal, becomes due on May 31, 2009.

                                                         6/7/2006
                                                     --------------
Approximate risk free rate                                   4.99%
Average expected life                                     3 years
Dividend yield                                                  0%
Volatility                                                  202.01%
Estimated fair value of conversion feature
  on date of note issuance                            $    437,565
Estimated fair value of conversion feature
  as of May 31, 2008                                  $        792

The Company recorded the fair value of the conversion feature of $437,565, as a
discount to the convertible debt in the accompanying balance sheet up to the
proceeds received with the excess of $362,565 charged to expense. Amortization
expense related to the conversion feature discount for the year ended May 31,
2008 was $25,230. Remaining unamortized discount as of that date was $25,092.
For the year ended May 31, 2008, the Company has reported $141,018 in other
income related to changes in its derivative liability associated with this note.

The following tables describe the valuation of the conversion feature of each
tranche of the convertible debenture that were issued as part of the $450,000
Securities Purchase Agreement, using the Black Scholes pricing model on the date
of each note:

<TABLE>
<S>            <C>
                                      3/15/2007        4/16/2007       5/15/2007          6/15/2007
                                       Tranche          Tranche         Tranche            Tranche
                                    --------------   --------------   --------------   --------------
Approximate risk free rate                  4.47%            4.80%            4.87%            5.13%
Average expected life                    3 years          3 years          3 years          3 years
Dividend yield                                 0%               0%               0%               0%
Volatility                                182.97%          193.30%          193.30%          235.23%
Estimated fair value
  of conversion feature
  on date of notes                  $    237,789     $    218,638      $   218,638      $   214,099
Estimated fair value
  of conversion feature
  as of May 31, 2008                $    223,162     $    203,529      $   204,659      $    205,739
</TABLE>

The Company recorded the fair value of the conversion feature, aggregate of
$889,164, as a discount to the convertible debt in the accompanying balance
sheet up to the proceeds received from each traunch, with the excess of $489,164
charged to expense. Amortization expense related to the conversion feature
discount for the year ended May 31, 2008 was $149,005. Remaining unamortized
discount as of that date was $286,329. For the year ended May 31, 2008, the
Company has reported $56,014 in other income related to changes in its
derivative liability associated with these notes.

The Company also granted warrants to purchase 9,000,000 shares of common stock
in connection with the financing. The warrants are exercisable at $0.06 per
share for a period of seven years, and were fully vested. Upon the effectuation
of the reverse stock split on August 27, 2008, these warrants have been adjusted
to purchase 15,000 shares of common stock at a price of $36.00 per share. The
warrants were originally valued at $443,468 using the Black-Scholes Option
Pricing Model with the following weighted-average assumptions used.

                                                         3/15/2007
                                                       --------------
Approximate risk free rate                                    4.47%
Average expected life                                      7 years
Dividend yield                                                   0%
Volatility                                                  182.97%
Number of warrants granted                               9,000,000
Estimated fair value of total warrants granted         $   443,468

                                      F-16


<PAGE>


The warrants were revalued as of the date of this report at a value of $5,035
using the Black-Scholes Option Pricing Model. For the year ended May 31, 2008,
the Company has reported $353,983 in other income related to changes in its
derivative liability associated with these warrants.

The following tables describe the valuation of the conversion feature of the
$110,000 convertible debenture that was issued under the same terms as the
$450,000 Securities Purchase Agreement, using the Black Scholes pricing model on
the date of the note:

                                                         7/15/2007
                                                       --------------
Approximate risk free rate                                     4.57%
Average expected life                                       3 years
Dividend yield                                                    0%
Volatility                                                   236.86%
Estimated fair value
  of conversion feature
  on date of note                                      $    214,244
Estimated fair value
  of conversion feature
  as of May 31, 2008                                   $    207,132


The Company recorded the fair value of the conversion feature of $214,244 as a
discount to the convertible debt in the accompanying balance sheet up to the
proceeds received, with the excess of $114,244 charged to expense. Amortization
expense related to the conversion feature discount for the year ended May 31,
2008 was $30,740. Remaining unamortized discount as of that date was $79,260.
For the year ended May 31, 2008, the Company has reported $7,112 in other income
related to changes in its derivative liability associated with this note.

Maturities of Notes Payable:

Future maturities of our convertible notes payable due during the years ended
May 31 are as follows:

                  2008                                 $            0
                  2009                                         75,000
                  2010                                      1,811,547
                  2011                                        220,000
                                                       --------------
                  TOTAL                                $    2,106,547
                                                       ==============

Summary of Convertible Notes Payable and Derivative Liabilities

The following is a summary of the convertible notes payable and derivative
liability:

                                                  Change in
                                     Current      Derivative      Unamortized
                                   Conversion      Income in      Debt Discount
                                     Value        Current year    as of 5/31/08
                                  -------------   -------------   -------------
$1.5m Convertible Notes           $   2,544,511   $     277,424   $     586,203
$450,000 Convertible Notes              837,089          56,014         286,329
$110,000 Convertible Note               207,132           7,112          79,260
$75,000 Convertible Note                    792         141,018          25,092
20 million warrants                      11,189         784,275              --
9 million warrants                        5,035         353,983              --
                                  -------------   -------------   -------------
                                  $   3,605,748   $   1,619,848   $     976,884
                                  =============   =============   =============

NOTE 14 - LONG-TERM DEBT

Ingen entered into a long-term note agreement to purchase a mobile demonstration
unit for its Secure Balance product. The note was entered into on March 1, 2007.
The original note balance was $116,096. The note has a term of 15 years and
carries an interest rate of 9.5%. The monthly payments are $1,212. The note
balance as of May 31, 2008 was equal to $111,441. The following summarizes the
paydown:

                                   Required
                                   Payments         Principal       Interest
                                  -------------   -------------   -------------
May 31, 2009                      $      14,539   $       4,141   $      10,398
May 31, 2010                             14,539           4,551           9,988
May 31, 2011                             14,539           5,002           9,537
May 31, 2012                             14,539           5,498           9,041
May 31, 2013                             14,539           6,043           8,496
Thereafter                              126,004          86,206          39,798
                                  -------------   -------------   -------------

Total                             $     198,699   $     111,441   $      87,258
                                  =============   =============   =============


                                      F-17


<PAGE>


NOTE 15 - STOCK OPTIONS

On January 18, 2007, Ingen issued a stock option to a consultant, representing
the right to purchase 1,000,000 shares of Series A Convertible Preferred Stock
at an exercise price of $0.04 per share, expiring January 18, 2012.

We issued a series of stock options to an consultant under the terms of our
agreement with him from 2004. A total of 5,500 options (originally issued as 3.3
million options prior to adjusting for our 600 for 1 reverse stock split that
was effective on August 27, 2008) to purchase our common stock were issued from
August 4, 2004 through January 18, 2007. The option prices varied from $6.00 to
$150.00 per share after adjusting for our August 27, 2008 reverse stock split.
On February 16, 2006, 1,667 split-adjusted shares were exercised and we booked
an expense of $129,844 based on the fair market value of the stock issued at
that date. In January 2007, the holder of the options was issued 167
split-adjusted options (included in the 5,500 shares above) to purchase an
additional 167 shares of split-adjusted stock at a price of $36.00 per share.
Using a Black Scholes model, these options were valued at $4,953. In February
2007, we approached the holder of the options (who now held 3,834 split-adjusted
options to purchase shares between $16.20 and $150.00 per share) and offered him
1,250 split adjusted shares of restricted common stock (originally issued as
750,000 shares) to cancel these options. Our stock was trading at $42.00 per
share (after adjusting for the reverse stock split) when we issued the stock to
cancel the options. This stock had a total valuation of $52,500. The amount
included on the Consolidated Statement of Stockholders' Deficit includes the
$4,953 (the value of the new options issued in January 2007) and the $52,500
(the value of the stock issued to cancel the options).

NOTE 16 - WARRANTS

We issued a total of 29 million warrants to purchase our common stock in
connection with the issuance of the Convertible Notes Payable described in Note
13 above. The 20 million warrants issued as part of the Securities Purchase
Agreement dated July 26, 2006 are exercisable over a 7-year period (ending on
July 26, 2013) at a price of $0.10 per share. The 9 million warrants issued as
part of the Securities Purchase Agreement dated March 15, 2007 are exercisable
over a 7-year period (ending on March 15, 2014) at a price of $0.06 per share.

On March 31, 2008, the Company issued to a consultant, Weed & Co., LLP, an
anti-dilutive warrant granting the holder the right to purchase up to 250,000
shares of common stock at $.50 per share until March 31, 2011. The Company also
issued the consultant a convertible promissory note in the principal amount of
$37,000 due September 1, 2008. On or before September 1, 2010, the holder may
convert the note into shares of the Company's common stock. In all
circumstances, the holder shall receive a minimum of 400,000 shares of the
Company's common stock. Furthermore, in the event of a merger, consolidation,
combination, subdivision, forward split or reverse split, any portion of the
unpaid amount of this note may be converted into fully-paid, non-assessable
shares of the Company's common stock, at a conversion price equal to $.25 per
share.

In connection with the Promissory Note, Ingen issued 250,000 anti-dilutive
3-year common stock purchase warrants. The warrants have an exercise price of
$0.50 per share and may be exercised at any time prior to March 31, 2011.

Note 17 - MATERIAL CONTRACTS

We have entered into various agreements with third parties to perform certain
services in connection with Secure Balance sales. These contracts require us to
pay certain parties for commissions, services and/or equipment associated with
the Secure Balance sales. We account for these services and/or equipment costs
as cost of sales as the sales are booked. Among these contracts is an Exclusive
Distribution Agreement for our Secure Balance product dated June 1, 2007 with
Physical Rehabilitation Management Services, Inc. ("PRMS"). Under the terms of
the agreement, we issued PRMS 500,000 shares of our restricted common stock at a
price of $0.04 per share ($20,000 total). The term of the agreement is 5 years
and we pay a 14% commission to PRMS on each sale of Secure Balance equipment.

NOTE 18 - SUBSEQUENT EVENTS

On August 27, 2008, Ingen effectuated a reverse stock split on its common stock
at a rate of one share for every six hundred (600) then outstanding. This
reduced the total number of outstanding common shares from 342,942,942 to
approximately 572,259. The Series A Preferred shares are not subject to the
reverse stock split.

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with
three investors. Under the Securities Purchase Agreement, the investors agreed
to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes")
and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's
common stock. The initial closing occurred on June 20, 2008 and the Issuer
received gross proceeds of $100,000 and delivered to the Investors $100,000 face
value Notes and Common Stock Purchase Warrants covering 20,000,000 shares of the
Issuer's common stock. Future closings for gross proceeds of $100,000 each are
scheduled to occur at the end of July, August, September, and October 2008.

                                      F-18


<PAGE>


On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as
of June 16, 2008. Under the terms of this amendment, the conversion rate and
interest rate of all convertible debentures have been adjusted. This amendment
applies to the $1.5 million convertible date entered into on July 25, 2006, the
$450,000 convertible debt entered into on March 15, 2007, the $110,000
convertible note entered into on July 30, 2007 as well as the $500,000
Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage"
(as defined in each of the notes to be the rate at which the note holders can
convert their debt into common stock) has been adjusted to 40%. This means that
the convertible note holders can now convert their debt into stock at the
average of the lowest three trading prices for the common stock during the
twenty day trading period prior to conversion multiplied by 40%. Also the
interest rate on all convertible notes has been adjusted from 6% to 12%. This
interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008,
this interest rate adjustment would be applied to $2,031,547 in outstanding
convertible debt. Further, the June 16, 2008 agreement to purchase up to
$500,000 in Secured Callable Convertible Notes was amended so that future
purchases shall occur "on such dates as shall be mutually agreed upon by the
Company and the Buyers" instead of on the scheduled closing dates originally
provided for in the agreement. There is no guarantee that future closings will
occur.

Subsequent to May 31, 2008 the Company issued 70,185 post-reverse shares of its
common stock in connection with the above mentioned debt.

On August 27, 2008, Ingen entered into an agreement with Media4Equity, LLC.
Under the terms of this contract Ingen issued a total of 3,300,000 shares of its
restricted common stock to Media4Equity, LLC and two individuals in exchange for
public relations services and a media campaign. This stock was valued at $0.06
per share, or a total of $198,000. After this issuance, these three entities
owned a total of 85.6% of the total outstanding common stock of Ingen.

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil
case in the Superior Court of the County of San Bernardino. The filing was made
by Citibank and sought damages of $13,589 stemming from past due credit card
charges. This credit card was a corporate credit card guaranteed by Mr. Sand and
both Mr. Sand and the Company were included in the filing. On October 14, 2008,
Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three
installments up through November 28, 2008. Upon the timely payment of the three
installments, the plaintiff will file a Dismissal With Prejudice of the entire
action. Should payments not be made in a timely fashion, the settlement offer
will be null and void and the plaintiff will continue with all applicable legal
remedies.

NOTE 19 - RESTATEMENT

Subsequent to the issuance of the 2007 financial statements, management
discovered an error related to the 2006 financial statements. The error affected
the ending 2006 balances in common stock and accumulated deficit which affected
the 2007 ending balances in these accounts. Accordingly, the 2007 consolidated
balance sheet and statement of stockholders' deficit have been restated.

The consolidated balance sheet, consolidated statement of operations,
consolidated statement of stockholders' deficit, and consolidated statement of
cash flows for the fiscal year ended May 31, 2007 as originally reported and
restated are as follows:


                                      F-19
<PAGE>
<TABLE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
MAY 31, 2007

                                                           Restated          Original
                                                         Balance as of     Balance as of          Effect
                                                         May 31, 2007       May 31, 2007        of Changes
                                                         ------------       ------------       ------------
<S>                                                      <C>                <C>                <C>
ASSETS
Current assets
  Cash                                                   $        238       $        238       $         --
  Accounts receivable                                          85,594             85,594
  Inventories                                                  33,633             33,633
                                                         ------------       ------------       ------------

  Total current assets                                        119,465            119,465                 --

Property and equipment, net of accumulated
  depreciation of $119,775                                    287,841            287,841                 --

Other Assets
  Debt issue costs, net of accumulated
   amortization of $86,663                                    261,537            261,537
  Patents, net of accumulated amortization of none             67,345             67,345
  Deposits                                                      1,550              1,550
                                                         ------------       ------------       ------------

  Total other assets                                          330,432            330,432


TOTAL ASSETS                                             $    737,738       $    737,738       $         --
                                                         ============       ============       ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                       $     84,517       $     84,517       $         --
  Accrued expenses                                            196,620            196,620                 --
  Officers' loans                                              84,342             84,342
  Current portion of long-term debt                            14,539             14,539                 --
                                                         ------------       ------------       ------------

  Total current liabilities                                   380,018            380,018                 --

Long-term liabilities
  Loan payable                                                100,452            100,452
  Convertible notes payable, net of unamortized
   discount of $1,483,176                                     431,824            431,824
  Derivative liability                                      4,797,253          4,797,253                 --
                                                         ------------       ------------       ------------

  Total long-term liabilities                               5,329,529          5,329,529                 --

Stockholders' deficit
  Preferred stock, Series A, no par value,
    preferred liquidation value of $1.00 per share,
    40,000,000 shares authorized and
    16,578,991 issued and outstanding
    as of May 31, 2007, total liquidation
    preference of $16,578,991                                 688,313            688,313                 --
  Common stock, no par value, authorized
    100,000,000 shares, 58,745
    issued and outstanding as of
    May 31, 2007                                            3,883,549          8,121,349         (4,237,800)  (5)
  Series A preferred stock subscription                      (220,000)          (220,000)                --
  Accumulated deficit                                      (9,323,671)       (13,561,471)         4,237,800   (6)
                                                         ------------       ------------       ------------

Total stockholders' deficit                                (4,971,809)        (4,971,809)                --


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $    737,738       $    737,738                 --
                                                         ============       ============       ============

See Note A

                                      F-20
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2007                                                            Effect
                                                       Restated          Original        of Changes
                                                       --------          --------        ----------

Sales                                                $   720,678       $   720,678       $       --

Cost of sales                                            452,100           452,100               --
                                                     -----------       -----------       ----------

Gross Profit                                             268,578           268,578               --

Selling, general and administrative expenses           1,882,221         1,882,221               --
                                                     -----------       -----------       ----------

Operating loss                                        (1,613,643)       (1,613,643)              --

Other (expenses)
  Interest expense                                    (5,028,485)       (5,028,485)              --
  Change in derivative liability                       1,583,636         1,583,636               --
                                                     -----------       -----------       ----------

Net loss before taxes                                 (5,058,492)       (5,058,492)              --

Provision for income taxes                                 2,990             2,990               --
                                                     -----------       -----------       ----------

Net loss                                             $(5,061,482)      $(5,061,482)      $       --
                                                     ===========       ===========       ==========

Basic and diluted net loss per share                 $    (99.81)      $    (99.81)      $       --
                                                     ===========       ===========       ==========

Weighted average number of shares outstanding             50,711            50,711


                                                                                            Effect
                                                       Restated          Original         of Changes
                                                       --------          --------         ----------

Numerator:  Net loss                                 $(5,061,482)      $(5,061,482)      $       --

Denominator:
   Weighted Average Number of Shares                      50,711            50,711               --

Net loss per share - Basic and diluted               $    (99.81)      $    (99.81)      $       --


                                      F-21
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                                         SERIES A
                                                                  CONVERTIBLE PREF STOCK
                                                                  ----------------------
                                                        SHARES                            AMOUNT
                                                        ------                            ------                     EFFECT
                                               RESTATED          ORIGINAL         RESTATED          ORIGINAL       OF CHANGES
                                               --------          --------         --------          --------       ----------

Balance at May 31, 2006                       14,134,547        14,134,547       $   734,980       $   734,980       $  --

Conversion of preferred stock to common       (2,000,000)       (2,000,000)         (146,667)         (146,667)         --
Issuance of Series A Preferred stock                  --
  for accrued compensation                     4,444,444         4,444,444           100,000           100,000          --
Issuance of common stock for services                 --                --                --                --          --
Issuance of common stock for patent                   --                --                --                --          --
Adjustment to common stock subscription
  purchase price entered into in year                 --                --                --                --          --
  ended May 31, 2006
Value of options issued for legal fees                --                --                --                --          --

Net loss for year ended May 31, 2007                  --                --                --                --          --
                                             -----------       -----------       -----------       -----------       -----

Balance at May 31, 2007                       16,578,991        16,578,991       $   688,313       $   688,313       $  --
                                             ===========       ===========       ===========       ===========       =====

See Note A

                                      F-22
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                                       COMMON STOCK
                                                                       ------------
                                                        SHARES                            AMOUNT
                                                        ------                            ------                     EFFECT
                                               RESTATED          ORIGINAL         RESTATED          ORIGINAL       OF CHANGES
                                               --------          --------         --------          --------       ----------

Balance at May 31, 2006                           49,412           49,412      $ 3,615,029       $ 7,497,183       $(3,882,154) (1)

Conversion of preferred stock to common            3,333            3,333          146,667           146,667                --
Issuance of Series A Preferred stock
  for accrued compensation
Issuance of common stock for services              4,333            4,333           56,400            56,400                --
Issuance of common stock for patent                1,667            1,667           60,000            60,000                --
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                                  --               --          (52,000)          (52,000)               --
Value of options issued for legal fees                --               --           57,453            57,453                --

Net loss for year ended May 31, 2007                  --               --               --                --                --
                                             -----------      -----------       -----------       -----------       -----------

Balance at May 31, 2007                           58,745           58,745      $ 3,883,549       $ 7,765,703       $(3,882,154)
                                             ===========      ===========       ===========       ===========       ===========

See Note A

                                      F-23
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                      SERIES A
                                                  PREFERRED STOCK
                                                    SUBSCRIPTION                        ACCUMULATED
                                                     RECEIVABLE                           DEFICIT                    EFFECT
                                                     ----------                           -------                    ------
                                               RESTATED         ORIGINAL       RESTATED          ORIGINAL          OF CHANGES
                                               --------         --------       --------          --------          ----------

Balance at May 31, 2006                    $   (220,000)    $   (220,000)    $ (4,262,189)    $ (8,168,218)    $  3,906,029  (2)

Conversion of preferred stock to common              --               --               --               --               --
Issuance of Series A Preferred stock
  for accrued compensation                           --               --               --               --               --
Issuance of common stock for services                --               --               --               --               --
Issuance of common stock for patent                  --               --               --               --               --
Adjustment to common stock subscription
  purchase price entered into in year                --               --               --               --               --
  ended May 31, 2006
Value of options issued for legal fees               --               --               --               --               --
Adjustment to May 31, 2006                           --               --               --           23,875          (23,875) (3)

Net loss for year ended May 31, 2007                 --               --       (5,061,482)      (5,061,482)              --
                                           ------------     ------------     ------------     ------------     ------------

Balance at May 31, 2007                    $   (220,000)    $   (220,000)    $ (9,323,671)    $(13,205,825)    $  3,882,154
                                           ============     ============     ============     ============     ============


                                      F-24
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                        TOTAL
                                                                                EFFECT
                                              RESTATED         ORIGINAL       OF CHANGES
                                              --------         --------       ----------

Balance at May 31, 2006                    $  (132,180)    $  (156,055)         23,875   (4)

Conversion of preferred stock to common             --              --              --
Issuance of Series A Preferred stock
  for accrued compensation                     100,000         100,000              --
Issuance of common stock for services           56,400          56,400              --
Issuance of common stock for patent             60,000          60,000              --
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                           (52,000)        (52,000)             --
Value of options issued for legal fees          57,453          57,453              --
Adjustment to May 31, 2006                          --          23,875         (23,875)  (3)

Net loss for year ended May 31, 2007        (5,061,482)     (5,061,482)             --
                                           -----------     -----------     -----------

Balance at May 31, 2007                    $(4,971,809)    $(4,971,809)             --
                                           ===========     ===========     ===========



                                      F-25
<PAGE>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                   For the year
                                                                       ended
                                                                   May 31, 2007
                                                                   -------------           Effect
                                                       Restated          Original        of Changes
                                                       --------          --------        ----------

Cash flow from operating activities
  Net loss                                           $(5,061,482)      $(5,061,482)            --
  Depreciation and amortization                           21,368            21,368             --
  Amortization of debt issue costs                        86,663            86,663             --
  Expenses paid with stock and options                   216,400           216,400             --
  Value of options issued for services                    57,453            57,453             --
  Change in derivative liabilities                    (1,583,636)       (1,583,636)            --
  Non-cash interest expense and financing costs        4,921,588         4,921,588             --
  (Increase) decrease in prepaid expenses                (33,633)          (33,633)            --
  (Increase) decrease in deposits                         (1,550)           (1,550)            --
  (Decrease) increase in accounts payable                 36,330            36,330             --
  (Decrease) increase in accrued expenses                 16,827            16,827             --
  (Increase) decrease in inventory                       (85,594)          (85,594)            --
                                                     -----------       -----------     ----------
Net cash used in operating activities                 (1,409,266)       (1,409,266)            --

Cash flow from investing activities
  Purchase of intangible assets                          (67,345)          (67,345)            --
  Purchase of property and equipment                    (277,570)         (277,570)            --
                                                     -----------       -----------     ----------
Net cash used in investing activities                   (344,915)         (344,915)            --

Cash flow from financing activities
  Refund of common stock purchase                        (52,000)          (52,000)            --
  Proceeds from loans                                    116,096           116,096             --
  Payments on loans                                       (1,105)           (1,105)            --
  Proceeds from convertible notes payable              1,566,800         1,566,800             --
  Proceeds from stockholder and officer loans             26,416            26,416             --
  Repayments of stockholder and officer loans            (12,900)          (12,900)            --
                                                     -----------       -----------     ----------
Net cash provided by financing activities              1,643,307         1,643,307             --

Net cash increase (decrease)                            (110,874)         (110,874)            --

Cash at beginning of year                                111,112           111,112             --
                                                     -----------       -----------     ----------

Cash at end of year                                  $       238       $       238             --
                                                     ===========       ===========     ==========

Supplemental information
  Cash paid for taxes                                $       800       $       800             --
                                                     ===========       ===========     ==========
  Cash paid for interest expense                     $     2,957       $     2,957             --
                                                     ===========       ===========     ==========

Non-Cash Activities:
     Issuance of series A preferred stock to
          officer for accrued compensation and
          payment on officer's loan                  $   100,000       $   100,000             --
    Value of issuance of warrants in connection
          with convertible debt                      $ 2,430,570       $ 2,430,570             --
    Recorded a beneficial conversion feature         $ 3,950,318       $ 3,950,318             --
    Stock Subscription Receivable                    $   220,000       $   220,000             --

</TABLE>

                                      F-26
<PAGE>

NOTE A

(1)      This change has three components. First, after the acquisition of Ingen
         Technologies (the private Nevada company) the ending common stock
         balance was originally $7,760. This amount was based on an estimate, as
         the financial statements of the private company were not yet audited.
         After the audit, this figure was adjusted to $705,905 . This caused an
         increase in the common stock balance in the amount of $698,145 (shown
         below as (a)). The second adjustment related to shares issued in the
         fiscal year ended May 31, 2004. These shares were originally booked at
         a valuation of $5,399,363. This valuation was later adjusted to reflect
         the fair market value of the shares on the dates of issuance. The
         revised value of these shares was $661,148. This caused a decrease in
         the common stock account in the amount of $4,738,215 (shown below as
         (b)). The third component of this change was the value of the stock
         options expensed in the fiscal year ended May 31, 2006. This value was
         $157,916 (shown below as (c)). The net effect of these three
         adjustments resulted in a decrease in the common stock balance of
         $3,882,154. The total difference is summarized as follows:

                  Adjustment due to acquisition of
                    Ingen (NV)                                $   698,145  (a)
                  Adjustment of value of shares issued
                    in the fiscal year ended 5/31/04           (4,738,215) (b)
                  Value of options expensed in
                    May 31, 2006                                 (157,916) (c)
                                                              ------------
                  Total adjustment                            $  3,882,154
                                                              ============

(2)      This balance was adjusted as the result of several reasons. First, the
         accumulated deficit as of May 31, 2003 was reduced from $(539,235) to
         $(1,069,235) as a result of the correction of the balance from the
         audit of Ingen Technologies, Inc. (the private Nevada company). The
         original balance was based on an unaudited number and it was adjusted
         by $530,000 (shown as (a) below). Second, an erroneous cash-to-accrual
         adjustment in the amount of $4,767,800 that was booked in the fiscal
         year ended May 31, 2004 has been eliminated (this is shown as (b)


                                      F-27
<PAGE>

         below). This account has been further adjusted by the increase of the
         loss for May 31, 2005. The loss was increased from $(307,255) to
         $(504,985) as the result of an additional expense of $197,730 that was
         booked to deduct the value of stock option issued to a consultant
         (shown as (c) below). Lastly, there were two audit adjustments
         reflected in the restated financial statements for the fiscal year
         ended May 31, 2006. These were: i) An additional expense in the amount
         of $157,916 that was booked to deduct the value of stock option issued
         to a consultant, and ii) The decrease of an expense in the amount of
         $23,875 that represented a capital purchase that was originally
         expensed in May 31, 2006 (shown as (d) and (e) below). The total change
         is summarized as follows:

                  Correction of 5/31/03 balance based on
                     audit of Ingen NV                        ($  530,000)  (a)
                  Reversal of cash-to-accrual adjustment
                     originally booked in 5/31/04               4,767,800   (b)
                  Additional expense in 5/31/05 to book
                     options issued to a consultant           (   197,730)  (c)
                  Additional expense in 5/31/06 to book
                     options issued to a consultant           (   157,916)  (d)
                  Reduction in expense in 5/31/06 due to
                     capitalizing an asset previously expensed     23,875   (e)
                                                              -----------
                  Total change to accumulated deficit
                      as of 5/31/06                           $ 3,906,029
                                                              ===========

(3)      This adjustment for $23,875 was the result of the Company erroneously
         charging off to expense a capital purchase in the fiscal year ended May
         31, 2006. In our original financial statements for the fiscal year
         ended May 31, 2007, we showed this amount as a prior period adjustment.
         Since we have restated our financial statements for the fiscal year
         ended May 31, 2006, this amount has already been adjusted for in the
         retained earnings as of May 31, 2006 (shown as (e) in number (3)
         above).

(4)      The original financial statements reflected the charge off of a capital
         purchase in the fiscal year ended May 31, 2006. This amount was
         adjusted for in the restated financial statements and as a result the
         total accumulated deficit and equity was increased from ($156,055) to
         ($132,180), a change in the amount of $23,875 which was the amount of
         the erroneously charged off capital expenditure.

(5)      The total change in the common stock account on the balance sheet as of
         May 31, 2007 is a function of the beginning balance difference of
         $3,882,154 as described in number 1 above and the adjustment for stock
         options for the fiscal years ended May 31, 2005 and May 31, 2006
         described in number 2 above. These are summarized as follows:

                  Total change as of May 31, 2006    $ 3,882,154
                  Stock option adjustment                355,646
                                                     -----------
                  Total adjustment to common stock   $ 4,237,800
                                                     ===========

                                      F-28
<PAGE>

(6)      The total change in the accumulated deficit account on the balance
         sheet as of May 31, 2007 is a function of three items. First the
         beginning balance difference of $3,906,029 as described in number 3
         above. Second, the stock option expense of $355,646 as described in
         number 2 above that have already been adjusted for in the restated
         financial statements for the fiscal year ended May 31, 2006. Lastly,
         the erroneous deduction of a capital expenditure in the amount of
         $23,875 which has been adjusted for on the restated financial
         statements for the fiscal year ended May 31, 2006. These amounts are
         summarized as follows:

         Beginning balance difference as of May 31, 2006      $ 3,906,029
         Stock option adjustment                                  355,646
         Fixed asset adjustment                               (    23,875)
                                                              -----------
         Total adjustment to accumulated deficit              $ 4,237,800
                                                              ===========




                                      F-29


<PAGE>


                          SPECTOR, WONG & DAVIDIAN, LLP
                                [LETTERHEAD HERE]



             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 the related statements
of operations, changes in stockholders' deficit, and cash flows for the year
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 audit.

We conducted our audit 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 presentation. We believe that our audit 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 the results of its operations and
its cash flows for the year 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.

Since our previous report dated July 24, 2006, as described in Note 17, the
Company discovered a material error in its presentation of its consolidated
financial statements. However, the Company has restated the consolidated
financial statements to reflect the correction of this matter.

/s/ Spector, Wong & Davidian, LLP
    Harold Spector, Managing Partner

Spector, Wong & Davidian, LLP
Pasadena, California
July 24, 2006 (except for Note 16, and 17, as to which the date is February 8,
2008, and for Note 1, 2, 7, 15, and 17, as to which the date is August 22, 2008)



                                      F-20

<PAGE>
<TABLE>
<S>     <C>

INGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET (Restated)
MAY 31, 2006

                                                                      Restated
                                                                   Balance as of
                                                                    May 31, 2006
                                                                    -----------

ASSETS
Current assets
  Cash                                                              $   111,112
                                                                    -----------
  Total current assets                                                  111,112

Property and equipment, net of accumulated
  depreciation of $98,408                                                55,513
                                                                    -----------

TOTAL ASSETS                                                        $   166,625
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                                  $    48,186
  Accrued expenses                                                      179,793
  Officers' loans                                                        70,826
                                                                    -----------

  Total current liabilities                                             298,805

Stockholders' deficit
  Preferred stock, Series A, no par value,
    preferred liquidation value of $1.00 per
    share, 40,000,000 shares authorized and
    14,134,547 issued and outstanding as of
    May 31, 2006, total liquidation
    preference of $14,134,547.                                          734,980
  Common stock, no par value, authorized
    100,000,000 shares, 49,412 issued
    and outstanding as of May 31, 2006.                               3,615,029
  Series A preferred stock subscription                                (220,000)
  Accumulated deficit                                                (4,262,189)
                                                                    -----------

Total stockholders' deficit                                            (132,180)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $   166,625
                                                                    ===========

See notes to the Consolidated Financial Statements

                                      F-21


<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (Restated)
FOR THE YEAR ENDED MAY 31, 2006


Sales                                                               $   846,783
Cost of sales                                                           301,118
                                                                    -----------
Gross Profit                                                            545,665
Selling, general and administrative expenses                          2,277,881
                                                                    -----------
Operating loss                                                       (1,732,216)
Other (expenses)
  Interest expense                                                       (3,852)
                                                                    -----------

Net loss before taxes                                                (1,736,068)
Provision for income taxes                                                  800
                                                                    -----------

Net loss                                                            $(1,736,868)
                                                                    ===========

Basic and diluted net loss per share                                $   (115.10)
                                                                    ===========

Weighted average number of shares outstanding                            15,090


See notes to the Consolidated Financial Statements


                                      F-22

<PAGE>


Ingen Technologies, Inc.
Consolidated Statement of Stockholders' Deficit (Restated)

                                                                                               SERIES A
                                                                                               PREFERRED
                                                          SERIES A                               STOCK
                                 PREFERRED STOCK    CONVERTIBLE PREF STOCK     COMMON STOCK   SUBSCRIPTION ACCUMULATED
                               SHARES       AMOUNT     SHARES     AMOUNT    SHARES    AMOUNT   RECEIVABLE    DEFICIT       TOTAL
                             -----------  ---------  ----------  ---------  ------  ----------  ---------  -----------  -----------

Balance at May 31, 2005       36,900,000  $ 369,000   3,000,000  $  30,000   5,366  $1,511,143         --  $(2,525,321) $  (615,088)


Conversion of preferred
  stock                      (36,900,000)  (369,000) 10,300,000    369,000      --          --         --           --           --

Conversion of preferred
  stock to common                     --         --  (7,619,999)  (284,020) 12,700     284,020         --           --           --

Stock issuances for services          --         --   5,454,546    400,000      --          --         --           --      400,000

Preferred stock issued for
  subscription                        --         --   3,000,000    220,000      --          --   (220,000)          --           --

Issuance of stock options             --         --          --         --      --      28,072         --           --       28,072

Stock issued in cashless
  exercise of stock options           --         --          --         --   1,603     129,844         --           --      129,844

Stock sold                            --         --          --         --  29,743   1,661,950         --           --    1,661,950

Net loss for year ended
  May 31, 2006                        --         --          --         --      --          --         --   (1,736,868)  (1,736,868)
                             -----------  ---------  ----------  ---------  ------  ----------  ---------  -----------  -----------

Balance at May 31, 2006               --  $      --  14,134,547  $ 734,980  49,412  $3,615,029  $(220,000) $(4,262,189) $  (132,090)
                             ===========  =========  ==========  =========  ======  ==========  =========  ===========  ===========

See notes to the Consolidated Financial Statements


                                                                         F-23

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (Restated)

                                                                    For the year
                                                                       ended
                                                                    May 31, 2006
                                                                    -----------
Cash flow from operating activities
  Net loss                                                          $(1,736,868)
  Depreciation and amortization                                          17,997
  Expenses paid with stock and options                                  157,916
  Increase in accounts payable                                           48,186
  Increase in accrued expenses                                          193,263
  Decrease in litigation reserve                                       (143,500)
                                                                    -----------
Net cash used in operating activities                                (1,463,006)
Cash flow from investing activities
  Purchase of property and equipment                                    (48,583)
                                                                    -----------
Net cash used in investing activities                                   (48,583)
Cash flow from financing activities
  Repayments of notes payable to related party                          (31,976)
  Repayments of notes payable                                           (25,000)
  Proceeds from issuance of stock                                     1,661,950
                                                                    -----------
Net cash provided by financing activities                             1,604,974

Net cash increase (decrease)                                             93,385

Cash at beginning of year                                                17,727
                                                                    -----------

Cash at end of year                                                 $   111,112
                                                                    ===========
Supplemental information

  Cash paid for taxes                                               $       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


See notes to the Consolidated Financial Statements
</TABLE>


                                      F-24

<PAGE>


Ingen Technologies, Inc.
Notes to consolidated financial statements (Restated)
For the year ended May 31, 2006


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: IGTG. Ingen Technologies is a growth-oriented technology company
that offers a diverse and progressive services and products.

Ingen Technologies, Inc., is a Georgia corporation ("IGTG") 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) line of products. These are the
world's first wireless digital low gas warning system for pressurized gas
cylinders. These products include Oxyview(TM), OxyAlert(TM)and GasAlert(TM). On
October 24, 2000, the Company received a U.S. Patent for the BAFI (TM) 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 Company's 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.

On August 21, 2008, Ingen effectuated a reverse stock split at a rate of one
share for every six hundred (600) then outstanding. The Series A Preferred stock
was not effected by this reverse stock split. The effect of the reverse stock
split has been retroactively adjusted for in these financial statements. This
reduced the number of common shares outstanding from 29,647,110 to 49,412 as of
May 31, 2006.


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.


                                      F-25

<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition: The Company 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. For our SecureBalance sales, the customer
generally makes a down payment in the amount of 50% of the total cost. When the
product is ready for delivery and the remaining purchase price is received, the
product is shipped and the sale is recognized as revenue. The sale of Secure
Balance products include education and training. We schedule this training to
coincide with the delivery of the Secure Balance equipment to our customers. For
our OxyView units, all payments are made in advance by the customers. Upon our
shipment of the units, revenue is recognized.

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.

Preferred Stock: The Company has authorized 40,000,000 shares of Series A
Preferred Stock. The Series A stock is not entitled to dividends. The Company
has the right but not the obligation to redeem each share of Series A stock at a
price of $1.00 per share. In the event of voluntary or involuntary liquidation,
dissolution, or winding up of the corporation, each share of Series A shall be
entitled to receive from the assets of the Company $1.00 per share, which shall
be paid or set apart before the payment or distribution of any assets of the
corporation to the holders of the Common Stock or any other equity securities of
the Company. Each share of Series A shall be entitled to vote on all matters
with the holders of the Common Stock. Each share of Series A stock shall be
entitled to one vote. The holders of the Series A voting as a class shall be
entitled to elect one person to serve on the Company's Board of Directors. The
Series A is convertible into one share of fully paid and non-assessable share of
Common Stock. The Series A stock shall not be effected by or subject to
adjustment following any change to the amount of authorized shares of Common
Stock or the amount of Common Stock issued and outstanding caused by any Split
or consolidation of the Company's Common Stock.

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.

Research and Development: The Company made expenditures of $21,736 for Research
And Development in the fiscal year ended May 31, 2006.


                                      F-26

<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 and stock options. The net loss per share
has been retroactively adjusted for a one for six hundred reverse stock split
effectuated on August 21, 2008.

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 existing 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
date of this statement is issued. 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 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.


                                      F-27

<PAGE>



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 not 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.

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 $1,736,868 for the year ended May 31, 2006, and
as of that date, had an accumulated deficit of $4,262,189.


                                      F-28

<PAGE>



NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

                                                              As of May 31, 2006
                                                              ------------------
Automobile                                                        $   9,500
Furniture & Fixture                                                  27,222
Machinery & Equipment                                                85,152
Leasehold Improvements                                               32,047
                                                                  ---------
                                                                    153,921
Less accumulated depreciation                                       (98,408)
                                                                  ---------

Property and Equipment, net                                       $  55,513
                                                                  =========

NOTE 5 - ACCRUED EXPENSES

Accrued expenses at May 31, 2006:

      Accrued officer's compensation                              $ 112,000
      Accrued interest expense                                       32,782
      Accrued professional fees                                      10,000
      Accrued payroll taxes                                          24,211
      Accrued taxes                                                     800
                                                                  ---------
               Total                                              $ 179,793
                                                                  =========

NOTE 6 - INCOME TAXES

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

As of May 31, 2006, the Company has net operating loss carryforwards,
approximately, of $3,009,598, 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 asset of approximately $1,294,127, for the year ended May 31,
2006, respectively, which relates to these loss carryforwards, since future
profits are indeterminable.


                                      F-29

<PAGE>



NOTE 7 - NET LOSS PER SHARE

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

                                                          FOR YEAR ENDED MAY 31,
                                                                   2006
                                                          ----------------------

Numerator:
  Net Loss                                                      $(1,736,868)
                                                                -----------
Denominator:
  Weighted Average Number of Shares                                  15,090
                                                                -----------

Net loss per share-Basic and Diluted                            $   (115.10)


As the Company incurred a net loss for the year ended May 31, 2006, it has
excluded from the calculation of diluted net loss per share approximately
17,234,547 shares related to preferred stock that can be converted to common
stock as well as outstanding stock options.

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 amount of $70,826 as of
May 31, 2006. The interest rate on the loan is 6% and due upon working capital
availability. The related accrued interest is $32,782 as of May 31, 2006.

During the fiscal year ending May 31, 2006, the CEO of the Company received
5,454,546 shares of Series A preferred stock 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.


                                      F-30

<PAGE>


NOTE 11 - INTANGIBLE ASSETS

The patents were fully impaired as of May 31, 2006.

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.

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,
the Company had 14,134,547 shares of preferred stocks Series A 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.


                                      F-31

<PAGE>


NOTE 15 - COMMON STOCK

On October 31, 2005, the Board approved a 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 split was effective on December 7,
2006. The accompanying consolidated financial statements have been retroactively
adjusted to reflect the reverse stock split.

On August 21, 2008, Ingen effectuated a reverse stock split at a rate of one
share for every six hundred (600) then outstanding. The Series A Preferred stock
was not effected by this reverse stock split. The effect of the reverse stock
split has been retroactively adjusted for in these financial statements. This
reduced the number of common shares outstanding from 29,647,110 to 49,412 as of
May 31, 2006.

NOTE 16 - STOCK OPTIONS

The Company has accounted for options granted to nonemployees in accordance with
FAS 123. Under FAS 123, the option award is based on the fair market value of
the underlying security based on the Black-Scholes Pricing Model, less the
option price. From August 6, 2004 through January 18, 2006, the Company granted
a total of 3,100,000 options to one nonemployee. The value of these options was
calculated to be $225,802. Of this value, $197,730 was expensed in the fiscal
year ended May 31, 2005 and $28,072 was expensed in the current fiscal year. The
holder of the option utilized a cash-free exercise of the options on February
16, 2006 and the Company recorded additional expense in the amount of $129,844
in the current fiscal year. The following tables summarize the calculations for
stock option issuances in the current fiscal year:

                                                       For the year ended
                                                          May 31, 2006
Expected volatility                                           252%
Risk free interest rate                                      4.52%
Expected option life                                        5 years
Dividend yield                                                 0%
Fair value of options granted                               $28,072



Stock option activity during the year ended May 31, 2006:

                                                          Weighted
                                                           Average
                                             Weighted     Remaining
                                              Average    Contractual   Aggregate
                                             Exercise        Term      Intrinsic
                                 Shares        Price      (in years)     Value
                               ----------    ----------   ---------    ---------
Outstanding at May 31, 2005     3,000,000    $    0.046        3.18            0
Granted                           100,000         0.25         4.22            0
Exercised                      (3,100,000)          --
Cancelled                              --           --
                               ----------    ----------
Outstanding at May 31, 2006             0           --
                               ==========    ==========



                                      F-32

<PAGE>


Fair market value at December 31, 2006 was $.07 per share, resulting in negative
intrinsic value for all options.

NOTE 17 - RESTATEMENT

Subsequent to the issuance the financial statements, management discovered an
error related to the equity accounts, stock options and asset purchases. The
Company has now made the corrections and has reissued its financial statements
for the year ended May 31, 2006.

Accordingly, the consolidated balance sheet, consolidated statement of
operations, consolidated statement of stockholders' deficit, and consolidated
statement of cash flows have been revised as follows:


                                      F-33

<PAGE>


<TABLE>
<S>     <C>
INGEN TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
MAY 31, 2006
                                                Restated       Original
                                               Balance as     Balance as
                                               of May 31,      of May 31,       Effect
                                                  2006           2006         of Changes
                                               -----------    -----------    -----------
ASSETS
Current assets
  Cash                                         $   111,112    $   111,112    $        --
                                               -----------    -----------    -----------

  Total current assets                             111,112        111,112             --

Property and equipment, net of accumulated
  depreciation of $98,408.                          55,513         31,638         23,875    (1)
                                               -----------    -----------    -----------

TOTAL ASSETS                                   $   166,625    $   142,750    $    23,875
                                               ===========    ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                             $    48,186    $    48,186    $        --
  Accrued expenses                                 179,793        179,793             --
  Officers' loans                                   70,826             --         70,826    (2)
                                               -----------    -----------    -----------

  Total current liabilities                        298,805        227,979         70,826

Long-term liabilities
  Officers' loans                                       --         70,826        (70,826)   (3)
                                               -----------    -----------    -----------

  Total long-term liabilities                           --         70,826        (70,826)

Stockholders' deficit
  Preferred stock, Series A, no par value,
    preferred liquidation value of $1.00 per
    share, 40,000,000 shares authorized and
    14,134,547 issued and outstanding as of
    May 31, 2006, total liquidation
    preference of $14,134,547                      734,980        734,980             --
  Common stock, no par value, authorized
    100,000,000 shares, 49,412
    issued and outstanding as of
    May 31, 2006                                 3,615,029      7,497,183     (3,882,154)   (4)
  Series A preferred stock subscription           (220,000)      (220,000)            --
  Accumulated deficit                           (4,262,189)    (8,168,218)     3,906,029    (5)
                                               -----------    -----------    -----------

Total stockholders' deficit                       (132,180)      (156,055)        23,875

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $   166,625    $   142,750    $    23,875
                                               ===========    ===========    ===========

See Note A


                                      F-34

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2006                                                      Effect
                                                   Restated         Original       of Changes
                                                -------------    -------------    -------------
Sales                                           $     846,783    $     846,783    $          --
Cost of sales                                         301,118          301,118               --
                                                -------------    -------------    -------------
Gross Profit                                          545,665          545,665               --
Selling, general and administrative expenses        2,277,881        2,143,840          134,041    (6)
                                                -------------    -------------    -------------
Operating loss                                     (1,732,216)      (1,598,175)        (134,041)
Other (expenses)
  Interest expense                                     (3,852)          (3,852)              --
                                                -------------    -------------    -------------

Net loss before taxes                              (1,736,068)      (1,602,027)        (134,041)
Provision for income taxes                                800              800               --
                                                -------------    -------------    -------------

Net loss                                        $  (1,736,868)   $  (1,602,827)   $    (134,041)
                                                =============    =============    =============

Basic and diluted net loss per share            $     (115.10)   $        0.01    $     (115.11)   (7)
                                                =============    =============    =============

Weighted average number of shares outstanding          15,090      208,100,842                     (7)


See Note A


                                      F-35

<PAGE>




INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT


                                                                           PREFERRED STOCK
                                             ----------------------------------------------------------------------------
                                                         SHARES                         AMOUNT
                                             ----------------------------    ----------------------------       EFFECT
                                                RESTATED       ORIGINAL        RESTATED        ORIGINAL       OF CHANGES
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2005                        36,900,000      36,900,000    $    369,000    $    369,000    $         --

Conversion of preferred stock                 (36,900,000)    (36,900,000)       (369,000)       (369,000)             --
Conversion of preferred stock to common                --              --              --              --              --
Stock issuances for services                           --              --              --              --              --
Preferred stock issued for subscription                --              --              --              --              --
Issuance of stock options                              --              --              --              --              --
Stock issued in cashless
  exercise of stock options                            --              --              --              --              --
Stock sold                                             --              --              --              --              --
Net loss for year ended May 31, 2006                   --              --              --              --              --
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2006                                --              --    $         --    $         --    $         --
                                             ============    ============    ============    ============    ============

See Note A


                                      F-36

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                                                               SERIES A
                                                                        CONVERTIBLE PREF STOCK
                                             ----------------------------------------------------------------------------
                                                         SHARES                         AMOUNT
                                             ----------------------------    ----------------------------       EFFECT
                                                RESTATED       ORIGINAL        RESTATED        ORIGINAL       OF CHANGES
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2005                         1,000,000       1,000,000    $     30,000    $     30,000    $         --

Conversion of preferred stock                  12,300,000      12,300,000         369,000         369,000              --
Conversion of preferred stock to common        (7,619,999)     (7,619,999)       (284,020)       (284,020)             --
Stock issuances for services                    5,454,546       5,454,546         400,000         400,000              --
Preferred stock issued for subscription         3,000,000       3,000,000         220,000         220,000              --
Issuance of stock options                              --              --              --              --              --
Stock issued in cashless
  exercise of stock options                            --              --              --              --              --
Stock sold                                             --              --              --              --              --
Net loss for year ended May 31, 2006                   --              --              --              --              --
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2006                        14,134,547      14,134,547    $    734,980    $    734,980    $         --
                                             ============    ============    ============    ============    ============

See Note A


                                      F-37

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                                            COMMON STOCK
                                             ----------------------------------------------------------------------------
                                                         SHARES                         AMOUNT
                                             ----------------------------    ----------------------------       EFFECT
                                                RESTATED       ORIGINAL        RESTATED        ORIGINAL       OF CHANGES
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2005                             5,366           5,304    $  1,511,143    $  5,551,213    $ (4,040,070)    (8)

Conversion of preferred stock                          --              --              --              --              --
Conversion of preferred stock to common            12,700          12,700         284,020         284,020              --
Stock issuances for services
Preferred stock issued for subscription
Issuance of stock options                              --              --          28,072              --          28,072     (9)
Stock issued in cashless
  exercise of stock options                         1,603              --         129,844              --         129,844    (10)
Stock sold                                         29,743          31,346       1,661,950       1,661,950               0
Net loss for year ended May 31, 2006                   --              --              --              --              --
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2006                            49,412          49,350    $  3,615,029    $  7,497,183    $ (3,882,154)
                                             ============    ============    ============    ============    ============

See Note A


                                      F-38

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                                       SERIES A
                                                    PREFERRED STOCK
                                                     SUBSCRIPTION                    ACCUMULATED
                                                      RECEIVABLE                       DEFICIT
                                             ----------------------------    ----------------------------       EFFECT
                                                RESTATED       ORIGINAL        RESTATED        ORIGINAL       OF CHANGES
                                             ------------    ------------    ------------    ------------    ------------


Balance at May 31, 2004                      $         --    $         --    $ (2,020,336)   $ (6,258,136)   $  4,237,800    (11)

Issuance of stock for services                         --              --              --              --              --
Issuance of stock for cash                             --              --              --              --              --
Issuance of stock options                              --              --              --              --              --
Net loss for year ended May 31, 2005                   --              --        (504,985)       (307,255)       (197,730)   (12)
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2005                      $         --    $         --    $ (2,525,321)   $ (6,565,391)   $  4,040,070

Adjustment for 40 to 1 reverse stock split
  effective on December 7, 2005                        --              --              --              --              --
Conversion of preferred stock                          --              --              --              --              --
Conversion of preferred stock to common                --              --              --              --              --
Stock issuances for services                           --              --              --              --              --
Preferred stock issued for subscription          (220,000)       (220,000)             --              --              --
Issuance of stock options                              --              --              --              --              --
Stock issued in cashless
  exercise of stock options                            --              --              --              --              --
Stock sold                                             --              --              --              --              --
Net loss for year ended May 31, 2006                   --              --      (1,736,868)     (1,602,827)       (134,041)   (13)
                                             ------------    ------------    ------------    ------------    ------------

Balance at May 31, 2006                      $   (220,000)   $   (220,000)   $ (4,262,189)   $ (8,168,218)   $  3,906,029
                                             ============    ============    ============    ============    ============

See Note A


                                      F-39

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                                                        TOTAL
                                             --------------------------      EFFECT
                                               RESTATED       ORIGINAL     OF CHANGES
                                             -----------    -----------    -----------

Balance at May 31, 2004                      $  (850,923)   $  (850,923)   $        --

Issuance of stock for services                   399,000        399,000             --
Issuance of stock for cash                       144,000        144,000             --
Issuance of stock options                        197,730             --        197,730    14)
Net loss for year ended May 31, 2005            (504,985)      (307,255)      (197,730)   15)
                                             -----------    -----------    -----------

Balance at May 31, 2005                      $  (615,178)   $  (615,178)   $        --
Adjustment for 40 to 1 reverse stock split
  effective on December 7, 2005                       --             --
Conversion of preferred stock                         --             --
Conversion of preferred stock to common               --             --             --
Stock issuances for services                     400,000        400,000             --
Preferred stock issued for subscription               --             --             --
Issuance of stock options                         28,072             --         28,072    16)
Stock issued in cashless
  exercise of stock options                      129,844             --        129,844    17)
Stock sold                                     1,661,950      1,661,950             --
Net loss for year ended May 31, 2006          (1,736,868)    (1,602,827)      (134,041)   18)
                                             -----------    -----------    -----------

Balance at May 31, 2006                      $  (132,180)   $  (156,055)   $    23,875
                                             ===========    ===========    ===========

See Note A


                                      F-40

<PAGE>


INGEN TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
                                                         For the year
                                                            ended
                                                         May 31, 2006
                                                  --------------------------      Effect
                                                   Restated       Original      of Changes
                                                  -----------    -----------    -----------
Cash flow from operating activities
  Net loss                                        $(1,736,868)   $(1,602,827)   $  (134,041)   (19)
  Depreciation and amortization                        17,997         17,997             --
  Expenses paid with stock and options                157,916             --        157,916    (20)
  Increase in accounts payable                         48,186         48,186             --
  Increase in accrued expenses                        193,263        193,263             --
  Decrease in litigation reserve                     (143,500)      (143,500)            --
                                                  -----------    -----------    -----------
Net cash used in operating activities              (1,463,006)    (1,486,881)        23,875
Cash flow from investing activities
  Purchase of property and equipment                  (48,583)       (24,708)       (23,875)   (21)
                                                  -----------    -----------    -----------
Net cash used in investing activities                 (48,583)       (24,708)       (23,875)
Cash flow from financing activities
  Repayments of notes payable to related party        (31,976)       (31,976)            --
  Repayments of notes payable                         (25,000)       (25,000)            --
  Proceeds from issuance of stock                   1,661,950      1,661,950             --
                                                  -----------    -----------    -----------
Net cash provided by financing activities           1,604,974      1,604,974             --
Net cash increase (decrease)                           93,385         93,385             --
Cash at beginning of year                              17,727         17,727             --
                                                  -----------    -----------    -----------

Cash at end of year                               $   111,112    $   111,112    $        --
                                                  ===========    ===========    ===========

Supplemental information
  Cash paid for taxes                             $       800    $       800    $        --
                                                  ===========    ===========    ===========
Non Cash Activities:
     Exchange of 7,619,999 shares of series A
       preferred stock for common stock           $   284,020    $   284,020    $        --
     Issuance of series A preferred stock for
       accrued compensation                       $   400,000    $   400,000    $        --
     Stock subscription receivable incurred
       for issuance of series A preferred stock   $   220,000    $   220,000    $        --

See Note A

</TABLE>

                                      F-41

<PAGE>


NOTE A

(1)  This adjustment for $23,875 was the result of the Company erroneously
     charging off to expense a capital purchase. The effect of the correction of
     this error resulted in an increase of fixed assets and total assets in the
     amount of $23,875.

(2)  The Company erroneously classified the loans from an officer as long-term
     debt on its balance sheet as of May 31, 2006. This has been reclassified as
     a short-term liability.

(3)  The Company erroneously classified the loans from an officer as long-term
     debt on its balance sheet as of May 31, 2006. This has been reclassified as
     a short-term liability.

(4)  This change has three components. First, after the acquisition of Ingen
     Technologies (the private Nevada company) the ending common stock balance
     was originally $7,760. This amount was based on an estimate, as the
     financial statements of the private company were not yet audited. After the
     audit, this figure was adjusted to $705,905. This caused an increase in the
     common stock balance in the amount of $698,145. The second adjustment
     related to shares issued in the fiscal year ended May 31, 2004. These
     shares were originally booked at a valuation of $5,399,363. This valuation
     was later adjusted to reflect the fair market value of the shares on the
     dates of issuance. The revised value of these shares was $661,148. This
     caused a decrease in the common stock account in the amount of $4,738,215.
     The third component of this change was the value of the stock options
     expensed in the fiscal year ended May 31, 2006. This value was $157,916.
     The net effect of these three adjustments resulted in a decrease in the
     common stock balance of $3,882,154. The total difference is summarized as
     follows:

             Adjustment due to acquisition of
               Ingen (NV)                           $  698,145   (a)
             Adjustment of value of shares issued
               in the fiscal year ended 5/31/04     (4,738,215)  (b)
             Value of options expensed in
               May 31, 2006                            157,916   (c)
                                                    ----------
             Total adjustment                       $3,882,154
                                                    ==========

(5)  This balance was adjusted as the result of several reasons. First, the
     accumulated deficit as of May 31, 2003 was reduced from $(539,235) to
     $(1,069,235) as a result of the correction of the balance from the audit of
     Ingen Technologies, Inc. (the private Nevada company). The original balance
     was based on an unaudited number and it was adjusted by $530,000. Second,
     an erroneous cash-to-accrual adjustment in the amount of $4,767,800 that
     was booked in the fiscal year ended May 31, 2004 has been eliminated. The
     net effect of these two adjustments increased the accumulated deficit by
     $4,237,870 as of May 31, 2004. This account has been further adjusted by
     the increase of the loss for May 31, 2005. The loss was increased from
     $(307,255) to $(504,985) as the result of an additional expense of $197,730


                                      F-42

<PAGE>


     that was booked to deduct the value of stock option issued to a consultant.
     Lastly, there were two audit adjustments reflected in the restated
     financial statements for the fiscal year ended May 31, 2006. These were: i)
     An additional expense in the amount of $157,916 that was booked to deduct
     the value of stock option issued to a consultant, and ii) The decrease of
     an expense in the amount of $23,875 that represented a capital purchase
     that was originally expensed in May 31, 2006. The total change is
     summarized as follows:

             Correction of 5/31/03 balance based on
                audit of Ingen NV                             $  (530,000)  (a)
             Reversal of cash-to-accrual adjustment
                originally booked in 5/31/04                    4,767,800   (b)
             Additional expense in 5/31/05 to book
                options issued to a consultant                   (197,730)  (c)
             Additional expense in 5/31/06 to book
                options issued to a consultant                   (157,916)  (d)
             Reduction in expense in 5/31/06 due to
                capitalizing an asset previously expensed          23,875   (e)
                                                              -----------
             Total change to accumulated deficit
                 as of 5/31/06                                $ 3,906,029
                                                              ===========

(6)  The selling, general and administrative expenses for the fiscal year ended
     May 31, 2006 increased as a result of (d) and (e) in explanation 5 above.
     The increase is summarized as follows:

             Additional expense in 5/31/06 to book
                options issued to a consultant                    157,916
             Reduction in expense in 5/31/06 due to
                capitalizing an asset previously expensed         (23,875)
                                                              -----------
             Increase in S,G&A expense                        $   134,041
                                                              ===========

(7)  The net loss per share has been adjusted to account for the reverse stock
     split at a rate of one for 600. This reverse stock split was effective on
     August 27, 2008. The original net loss per share was erroneously stated as
     net income per share of $0.01.

(8)  This adjustment is the net effect of (a) and (b) from (4) above.

             Adjustment due to acquisition of
               Ingen (NV)                           $   698,145    (a)
             Adjustment of value of shares issued
               in the fiscal year ended 5/31/04      (4,738,215)   (b)
                                                    -----------
             Change in Common Stock balance
                As of May 31, 2005                  $(4,040,070)
                                                    ===========

(9)  The adjustment described as (d) in (5) above has two components. The first
     amount of $28,072 is the value of the options issued to the consultant.


                                      F-43

<PAGE>


(10) The second component of (d) in (5) above is the value of the stock issued
     as a result of the cashless exercise option feature. This was valued at
     $129,844.

(11) This change is the result of (a) and (b) in (5) above. The net amount is
     summarized as:

             Correction of 5/31/03 balance based on
                audit of Ingen NV                                   $  (530,000)
             Reversal of cash-to-accrual adjustment
                originally booked in 5/31/04                          4,767,800
                                                                    -----------
             Net change in Accumulated Deficit
                Balance as of May 31, 2004                          $ 4,237,800
                                                                    ===========

(12) The loss for the fiscal year ended May 31, 2005 was increased from
     $(307,255) to $(504,985) as the result of an additional expense of $197,730
     that was booked to deduct the value of stock option issued to a consultant.

(13) The net loss for the fiscal year ended May 31, 2006 increased by $134,041.
     This was a result of an increase in selling, general and administrative
     expenses of $134,041 as described in (6) above.

(14) The value of the stock options expensed in May 31, 2005 increased the
     common stock balance by $197,730.

(15) See (12) above.

(16) See (9) above.

(17) See (10) above.

(18) See (13) above.

(19) See (13) above.

(20) This is the total of (9) and (10) above.

(21) See (e) in (5) above.


                                      F-44

<PAGE>
<TABLE>
<S>     <C>

INGEN TECHNOLOGIES, INC.
INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2006

CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                   UNAUDITED BALANCE ON AUGUST 31, 2006

                                                                                 Effect of
                                                  Restated        Original         Change
                                                ------------    ------------    ------------

Current Assets
  Cash                                          $    824,575    $    824,575    $         --
                                                ------------    ------------    ------------
Total Current Assets                                 824,575         824,575              --
                                                ------------    ------------    ------------
Property and equipment
  net of accumulated depreciation of $102,984         85,327          61,542          23,875    (1)
Debt issue costs, net of accumulated
  amortization of $16,400                            291,800         291,800              --
                                                ------------    ------------    ------------

Total Other Assets                                   291,800         291,800              --
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $  1,201,702    $  1,177,917    $     23,875
                                                ============    ============    ============
Current Liabilities
  Accounts payable                              $     48,186    $     48,186              --
  Accrued expenses                                   177,655         177,655              --
  Officer's loans                                      6,886           6,886              --
                                                ------------    ------------    ------------
Total Current Liabilities                            232,727         232,727              --
                                                ------------    ------------    ------------
Long-term liabilities
  Convertible notes payable, net of
    unamortized discount of $1,366,929                 7,290           7,290              --
  Derivative liabilities                           3,860,069       3,860,069              --
                                                ------------    ------------    ------------
Total Long-term Liabilities                        3,867,359       3,867,359              --
                                                ------------    ------------    ------------
Stockholders' Deficit
  Preferred stock Series A, no par value,
    $1.00 per share liquidation preference,
    40,000,000 shares authorized 14,134,547
    issued and outstanding as of August 31,
    2006, total liquidation preference
    of $14,134,547                                   734,980         734,980              --
  Common stock, no par value,
    authorized 100,000,000 shares;
    issued and outstanding 29,709,610
    as of August 31, 2006                          3,614,939       7,497,183      (3,882,154)   (2)
Series A preferred stock subscription               (220,000)       (220,000)             --
Accumulated Deficit                               (7,028,303)    (10,934,332)      3,906,029    (3)
                                                ------------    ------------    ------------

Total Stockholders' Deficit                       (2,898,384)     (2,922,169)         23,875
                                                ------------    ------------    ------------

Total Liabilities and Stockholders' Deficit     $  1,201,702    $  1,177,917    $     23,875
                                                ============    ============    ============


                                      F-45

<PAGE>


(1)  This adjustment for $23,875 was the result of the Company erroneously
     charging off to expense a capital purchase. The effect of the correction of
     this error resulted in an increase of fixed assets and total assets in the
     amount of $23,875.

(2)  The Company has restated its financial statements for the fiscal year ended
     May 31, 2006. This restatement resulted in a change in the balance in the
     common stock account in the amount of $3,882,154. This change has three
     components. First, after the acquisition of Ingen Technologies (the private
     Nevada company) the ending common stock balance was originally $7,760. This
     amount was based on an estimate, as the financial statements of the private
     company were not yet audited. After the audit, this figure was adjusted to
     $705,905. This caused an increase in the common stock balance in the amount
     of $698,145 that was reflected on the restated audited financial statements
     as of May 31, 2006. The second adjustment related to shares issued in the
     fiscal year ended May 31, 2004. These shares were originally booked at a
     valuation of $5,399,363. This valuation was later adjusted to reflect the
     fair market value of the shares on the dates of issuance. The revised value
     of these shares was $661,148. This caused a decrease in the common stock
     account in the amount of $4,738,215. The third component of this change was
     the value of the stock options expensed in the fiscal year ended May 31,
     2006. This value was $157,916. The net effect of these three adjustments
     resulted in a decrease in the common stock balance of $3,882,154. This net
     adjustment is reflected on the restated audited financial statements for
     the fiscal year ended May 31, 2006. The total difference is summarized as
     follows:

          Adjustment due to acquisition of
            Ingen (NV)                                              $   698,145
          Adjustment of value of shares issued
            in the fiscal year ended 5/31/04                         (4,738,215)
          Value of options expensed in
            May 31, 2006                                                157,916
                                                                    -----------

          Total adjustment                                          $ 3,882,154
                                                                    ===========

(3)  The beginning balance of the accumulated deficit was adjusted in the
     restated financial statements for the fiscal year ended May 31, 2006. This
     beginning balance was adjusted as the result of several reasons. First, the
     accumulated deficit as of May 31, 2003 was reduced from $(539,235) to
     $(1,069,235) as a result of the correction of the balance from the audit of
     Ingen Technologies, Inc. (the private Nevada company). The original balance
     was based on an unaudited number and it was adjusted by $530,000. Second,
     an erroneous cash-to-accrual adjustment in the amount of $4,767,800 that
     was booked in the fiscal year ended May 31, 2004 has been eliminated. The
     net effect of these two adjustments increased the accumulated deficit by
     $4,237,870 as of May 31, 2004. This account has been further adjusted by
     the increase of the loss for May 31, 2005. The loss was increased from
     $(307,255) to $(504,985) as the result of an additional expense of $197,730
     that was booked to deduct the value of stock option issued to a consultant.
     Lastly, there were two audit adjustments reflected in the restated
     financial statements for the fiscal year ended May 31, 2006. These were: i)
     An additional expense in the amount of $157,916 that was booked to deduct
     the value of stock option issued to a consultant, and ii) The decrease of
     an expense in the amount of $23,875 that represented a capital purchase
     that was originally expensed in May 31, 2006. The total change is
     summarized as follows:

          Correction of 5/31/03 balance based on
             audit of Ingen NV                                $  (530,000)   (a)
          Reversal of cash-to-accrual adjustment
             originally booked in 5/31/04                       4,767,800    (b)
          Additional expense in 5/31/05 to book
             options issued to a consultant                      (197,730)   (c)
          Additional expense in 5/31/06 to book
             options issued to a consultant                      (157,916)   (d)
          Reduction in expense in 5/31/06 due to
             capitalizing an asset previously expensed             23,875    (e)
                                                              -----------
          Total change to accumulated deficit
              as of 8/31/06                                   $ 3,906,029
                                                              ===========


                                      F-46

<PAGE>


INGEN TECHONOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                               THREE MONTHS ENDED AUGUST 31, 2006          THREE MONTHS ENDED AUGUST 31, 2005

                                                                            Effect of                                   Effect of
                                              Restated        Original       Change       Restated        Original       Change
                                            ------------    ------------    ---------   ------------    ------------    ---------

Sales                                       $    189,158    $    189,158    $      --   $    532,872    $    532,872    $      --
Cost of Sales                                    115,547         115,547           --         85,046          85,046           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Gross Profit                                      73,611          73,611           --        447,826         447,826           --
General and administrative expenses              329,104         329,104           --        559,246         559,246           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Operating loss                                  (255,493)       (255,493)          --       (111,420)       (111,420)          --

Interest expense                              (3,540,915)     (3,540,915)          --         (1,542)         (1,542)          --
Change in derivative liabilities               1,031,094       1,031,094           --             --              --           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Loss before provision for income taxes        (2,765,314)     (2,765,314)          --       (112,962)       (112,962)          --
Provision for income taxes                           800             800           --            800             800           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Net loss                                    $ (2,766,114)   $ (2,766,114)   $      --   $   (113,762)   $   (113,762)   $      --
                                            ============    ============    =========   ============    ============    =========

Basic net loss per weighted share           $      (0.09)   $      (0.12)   $    0.03   $      (0.05)   $      (0.05)   $      --
                                            ============    ============    =========   ============    ============    =========

Basic weighted average shares outstanding     29,647,110      22,207,208    7,439,902      2,205,309       2,205,309           --



                                      F-47

<PAGE>

INGEN TECHNOLOGIES, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                      THREE MONTHS ENDED AUGUST 31, 2006      THREE MONTHS ENDED AUGUST 31, 2005

                                                                                  Effect of                               Effect of
                                                      Restated        Original     Change     Restated        Original      Change
                                                     -----------    -----------    -------   -----------    -----------    -------
CASH FLOWS FROM OPERATIONS:

  Net loss                                            (2,766,114)    (2,766,114)        --      (113,762)      (113,762)        --
  Adjustments to Reconcile Net loss to
    Net Cash Used in Operations:
    Depreciation and Amortization                         20,976         20,976         --         2,965          2,965         --
    (Increase) Decrease in:
      Accounts receivable                                     --             --         --       (38,565)       (38,565)        --
      Change in derivative liabilities                (1,031,094)    (1,031,094)        --            --             --         --
      Noncash interest expense and financing costs     3,523,454      3,523,454         --            --             --         --
    Increase (Decrease) in:
      Accounts payable                                        --             --         --         8,241          8,241         --
      Accrued expenses                                    (2,138)        (2,138)        --            --             --         --
      Litigation reserve                                      --             --         --      (143,500)      (143,500)        --
                                                     -----------    -----------    -------   -----------    -----------    -------

NET CASH USED IN OPERATING ACTIVITIES                   (254,916)      (254,916)        --      (284,621)      (284,621)        --

CASH FLOW FROM INVESTING ACTIVITIES
  Additions to fixed assets                              (34,480)       (34,480)        --       (23,174)       (23,174)        --
                                                     -----------    -----------    -------   -----------    -----------    -------

NET CASH USED IN INVESTING ACTIVITIES                    (34,480)       (34,480)        --       (23,174)       (23,174)        --

CASH FLOW FROM FINANCING ACTIVITIES
  Net repayments on officer's loan                       (63,941)       (63,941)        --       (60,000)       (60,000)        --
  Repayments on notes payable                                 --             --         --       (25,000)       (25,000)        --
  Proceeds from issuance of common stock                      --             --         --       779,500        779,500         --
  Proceeds from issuance of convertible debt           1,066,800      1,066,800         --            --             --         --
                                                     -----------    -----------    -------   -----------    -----------    -------
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES         1,002,859      1,002,859         --       694,500        694,500         --
                                                     -----------    -----------    -------   -----------    -----------    -------

NET INCREASE (DECREASE) IN CASH                          713,463        713,463         --       386,705        386,705         --

Cash balance at Beginning of Period                      111,112        111,112         --        17,727         17,727         --
                                                     -----------    -----------    -------   -----------    -----------    -------

CASH BALANCE AT END OF PERIOD                        $   824,575    $   824,575    $    --   $   404,432    $   404,432    $    --
                                                     ===========    ===========    =======   ===========    ===========    =======
Supplemental Disclosures of Cash Flow information:
  Interest paid                                      $        --    $        --    $    --   $        --    $        --    $    --
  Taxes paid                                         $        --    $        --    $    --   $        --    $        --    $    --
Noncash Financing Activities
  Issuance of warrants in connection with
    convertible debt                                 $ 1,987,478    $ 1,987,478    $    --   $        --    $        --    $    --
  Recorded a beneficial conversion feature           $ 2,903,777    $ 2,903,777    $    --   $        --    $        --    $    --
  Stock subscription receivable                      $   220,000    $   220,000    $    --   $        --    $        --    $    --


                                      F-48

<PAGE>


INGEN TECHNOLOGIES, INC.
INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2006

CONSOLIDATED BALANCE SHEET (UNAUDITED)

                                                   UNAUDITED BALANCE ON NOVEMBER 30, 2006

                                                                                 Effect of
                                                  Restated        Original         Change
                                                ------------    ------------    ------------

Current Assets
  Cash                                          $    240,984    $    240,984    $         --
  Accounts receivable                                 58,265          58,265              --
  Prepaid expenses                                     9,699           9,699              --
                                                ------------    ------------    ------------
Total Current Assets                                 308,948         308,948              --
                                                ------------    ------------    ------------
Property and equipment
  net of accumulated depreciation of $109,666        106,310         106,310              --
Debt issue costs, net of accumulated
  amortization of $35,366                            272,834         272,834
Other assets                                          67,345          67,345              --
                                                ------------    ------------    ------------
Total Other Assets                                   340,179         340,179              --
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $    755,437    $    755,437    $         --
                                                ============    ============    ============
Current Liabilities
  Accounts payable                              $     54,801    $     54,801    $         --
  Accrued expenses                                   177,657         177,657              --
  Officer's loans                                      2,621           2,621              --
                                                ------------    ------------    ------------
Total Current Liabilities                            235,079         235,079              --
                                                ------------    ------------    ------------
Long-term liabilities
  Convertible notes payable, net of
    unamortized discount of $1,228,623               146,377         146,377              --
  Derivative liabilities                           3,577,036       3,577,036              --
                                                ------------    ------------    ------------

Total Long-term Liabilities                        3,723,413       3,723,413              --
                                                ------------    ------------    ------------
Stockholders' Deficit
  Preferred stock Series A, no par value,
    $1.00 per share liquidation preference,
    40,000,000 shares authorized 14,134,547
    issued and outstanding as of November
    30, 2006, total liquidation preference
    of $14,134,547                                   734,980         734,980              --
  Common stock, no par value, authorized
    100,000,000 shares; issued and
    outstanding 31,609,610 as of
    November 30, 2006                              3,635,029       7,872,829      (4,237,800)   (4)

Series A preferred stock subscription               (220,000)       (220,000)             --
Accumulated Deficit                               (7,353,064)    (11,590,864)      4,237,800    (5)
                                                ------------    ------------    ------------

Total Stockholders' Deficit                       (3,203,055)     (3,203,055)             --
                                                ------------    ------------    ------------

Total Liabilities and Stockholders' Deficit     $    755,437    $    755,437    $         --
                                                ============    ============    ============


                                      F-49

<PAGE>


(4)  The beginning balance in the common stock account has been reduced by the
     $3,882,154 in (2) above and has been further reduced by the effect of the
     options issued to a consultant described in (3) above. The total difference
     is summarized as follows:

             Adjustment due to acquisition of
               Ingen (NV)                                           $   698,145
             Adjustment of value of shares issued
               in the fiscal year ended 5/31/04                      (4,580,299)
             Additional expense in 5/31/05 to book
                options issued to a consultant                         (197,730)
             Additional expense in 5/31/06 to book
                options issued to a consultant                         (157,916)
                                                                    -----------
             Total change to common stock
                as of 11/30/06                                      $(4,237,800)
                                                                    ===========

(5)  The beginning balance of the accumulated deficit was adjusted in the
     restated financial statements for the fiscal year ended May 31, 2006. These
     are detailed in (3) above. In the analysis in (3) above, adjustments (c),
     (d) and (e) were posted as prior period adjustments in the original balance
     of the accumulated deficit account as of 11/30/06. The difference in the
     accumulated balance as of 11/30/06 from the originally reported balance
     compared to the restated balance is summarized as follows (these
     adjustments are more fully described in (3) above:

             Correction of 5/31/03 balance based on
                audit of Ingen NV                                   $  (530,000)
             Reversal of cash-to-accrual adjustment
                originally booked in 5/31/04                          4,767,800
                                                                    -----------
             Total change to accumulated deficit
                 as of 11/30/06                                     $ 4,237,800
                                                                    ===========


                                      F-50

<PAGE>


INGEN TECHONOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                              THREE MONTHS ENDED NOVEMBER 30, 2006        THREE MONTHS ENDED NOVEMBER 30, 2005

                                                                            Effect of                                   Effect of
                                              Restated        Original        Change     Restated        Original        Change
                                            ------------    ------------    ---------   ------------    ------------    ---------
Sales                                       $    134,473    $    134,473    $      --   $    234,212    $    234,212    $      --
Cost of Sales                                     66,641          66,641           --        109,012         109,012           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Gross Profit                                      67,832          67,832           --        125,200         125,200           --
General and administrative expenses              517,158         517,158           --        473,061         473,061           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Operating loss                                  (449,326)       (449,326)          --       (347,861)       (347,861)          --
Interest expense                                (158,053)       (158,053)          --           (642)           (642)          --
Change in derivative liabilities                 283,033         283,033           --             --              --           --
                                            ------------    ------------    ---------   ------------    ------------    ---------
Loss before provision for income taxes          (324,346)       (324,346)          --       (348,503)       (348,503)          --
Provision for income taxes                           415             415           --             --              --           --
                                            ------------    ------------    ---------   ------------    ------------    ---------

Net loss                                    $   (324,761)   $   (324,761)   $      --   $   (348,503)   $   (348,503)   $      --
                                            ============    ============    =========   ============    ============    =========

Basic net loss per weighted share           $      (0.01)   $      (0.01)   $      --   $      (0.03)   $      (0.03)   $      --
                                            ============    ============    =========   ============    ============    =========

Basic weighted average shares outstanding     29,684,610      29,684,610           --     11,330,071      11,330,071           --



                                      F-51

<PAGE>


INGEN TECHONOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

                                                 SIX MONTHS ENDED NOVEMBER 30, 2006      SIX MONTHS ENDED NOVEMBER 30, 2005

                                                                            Effect of                               Effect of
                                                 Restated       Original     Change     Restated      Original       Change
                                               ------------   ------------   -------   -----------  -----------   -----------

Sales                                          $    323,631   $    323,631   $    --   $   767,084  $   767,084   $        --
Cost of Sales                                       182,188        182,188        --       194,059      194,059            --
                                               ------------   ------------   -------   -----------  -----------   -----------
Gross Profit                                        141,443        141,443        --       573,025      573,025            --
General and administrative expenses                 846,262        846,262        --     1,032,307    1,032,307            --
                                               ------------   ------------   -------   -----------  -----------   -----------
Operating loss                                     (704,819)      (704,819)       --      (459,282)    (459,282)           --
Interest expense                                 (3,698,968)    (3,698,968)       --        (2,184)      (2,184)           --
Change in derivative liabilities                  1,314,127      1,314,127        --            --           --            --
                                               ------------   ------------   -------   -----------  -----------   -----------
Loss before provision for income taxes           (3,089,660)    (3,089,660)       --      (461,466)    (461,466)           --
Provision for income taxes                            1,215          1,215        --           800          800            --
                                               ------------   ------------   -------   -----------  -----------   -----------

Net loss                                       $ (3,090,875)  $ (3,090,875)  $    --   $  (462,266) $  (462,266)  $        --
                                               ============   ============   =======   ===========  ===========   ===========

Basic net loss per weighted share              $      (0.10)  $      (0.10)  $    --   $     (0.05) $     (0.05)  $        --
                                               ============   ============   =======   ===========  ===========   ===========

Basic weighted average shares outstanding        29,744,904     29,744,904        --     9,433,084    9,433,084            --


                                      F-52

<PAGE>


INGEN TECHNOLOGIES, INC AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                 SIX MONTHS ENDED NOVEMBER 30, 2006      SIX MONTHS ENDED NOVEMBER 30, 2005

                                                                            Effect of                               Effect of
                                                 Restated       Original     Change     Restated      Original       Change
                                               ------------   ------------   -------   -----------  -----------   -----------

CASH FLOWS FROM OPERATIONS:
  Net loss                                       (3,090,875)    (3,090,875)       --      (462,266)    (462,266)           --
  Adjustments to Reconcile Net loss to
  Net Cash Used in Operations:
    Depreciation and Amortization                    46,624         46,624        --         7,464        7,464            --
    (Increase) Decrease in:
      Change in derivative liabilities           (1,314,127)    (1,314,127)       --            --           --            --
      Noncash interest expense and financing
        costs                                     3,697,905      3,697,905        --            --           --            --
    Increase (Decrease) in:
      Accounts payable                               (4,875)        (4,875)       --            --           --            --
      Accrued expenses                                  486            486        --         7,384        7,384            --
      Accounts receivable                           (58,265)       (58,265)                                                --
      Prepaid expenses                               (9,699)        (9,699)                                                --
      Litigation reserve                                 --             --                                                 --
    Expenses paid with stock                         12,000         12,000        --      (143,500)    (143,500)           --
                                               ------------   ------------   -------   -----------  -----------   -----------

NET CASH USED IN OPERATING ACTIVITIES              (720,826)      (720,826)       --      (590,918)    (590,918)           --

CASH FLOW FROM INVESTING ACTIVITIES
  Additions to fixed assets                         (85,931)       (85,931)       --       (23,174)     (23,174)           --
  Addition to intangibles                            (7,345)        (7,345)       --            --           --            --
                                               ------------   ------------   -------   -----------  -----------   -----------

NET CASH USED IN INVESTING ACTIVITIES               (93,276)       (93,276)       --       (23,174)     (23,174)           --

CASH FLOW FROM FINANCING ACTIVITIES
  Net repayments on officer's loan                 (122,826)      (122,826)       --       (60,000)     (60,000)           --
  Repayments on notes payable                            --             --        --       (25,000)     (25,000)           --
  Proceeds from issuance of common stock                 --             --        --     1,069,500       40,000     1,029,500    (6)
  Proceeds from issuance of convertible debt      1,066,800      1,066,800        --            --    1,029,500    (1,029,500)   (6)
                                               ------------   ------------   -------   -----------  -----------   -----------

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES      943,974        943,974        --       984,500      984,500            --
                                               ------------   ------------   -------   -----------  -----------   -----------

NET INCREASE (DECREASE) IN CASH                     129,872        129,872        --       370,408      370,408            --

Cash balance at Beginning of Period                 111,112        111,112        --        17,727       17,727            --
                                               ------------   ------------   -------   -----------  -----------   -----------

CASH BALANCE AT END OF PERIOD                  $    240,984   $    240,984   $    --   $   388,135  $   388,135   $        --
                                               ============   ============   =======   ===========  ===========   ===========

Supplemental Disclosures of Cash Flow information:
  Interest paid                                $         --   $         --   $    --   $        --  $        --   $        --
  Taxes paid                                   $         --   $         --   $    --   $        --  $        --   $        --
Noncash Financing Activities
  Issuance of warrants in connection with
    convertible debt                           $  1,987,103   $  1,987,103   $    --   $        --  $        --   $        --
  Recorded a beneficial conversion feature     $  2,904,060   $  2,904,060   $    --   $        --  $        --   $        --
  Stock subscription receivable                $    220,000   $    220,000   $    --   $        --  $        --   $        --

(6)  A total of $1,029,500 in net proceeds from convertible debts issued in the
     quarter ended 11/30/05 (as reported in the Form 10-QSB for the quarter
     ended 11/30/06) were erroneously reported as proceeds from common stock
     sales. This has been adjusted on the restated financial statements.


                                      F-53

<PAGE>


INGEN TECHNOLOGIES, INC.
INTERIM FINANCIAL STATEMENTS
FEBRUARY 28, 2007

Consolidated Balance Sheet (Unaudited)
                                                   Unaudited Balance on February 28, 2007

                                                                                 Effect of
                                                  Restated        Original         Change
                                                ------------    ------------    ------------
Current Assets
  Cash                                          $     62,339    $     62,339    $         --
  Inventory                                           85,728          85,728              --
  Prepaid expenses                                    35,199          35,199              --
                                                ------------    ------------    ------------

Total Current Assets                                 183,266         183,266              --
                                                ------------    ------------    ------------
Property and equipment net of
  accumulated depreciation of $119,232               140,077         140,077              --
Debt issue costs, net of accumulated
  amortization of $60,733                            247,467         247,467              --
Other assets                                          67,345          67,345              --
                                                ------------    ------------    ------------

Total Other Assets                                   314,812         314,812              --
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $    638,155    $    638,155    $         --
                                                ============    ============    ============

Current Liabilities
  Accounts payable                              $     65,067    $     65,067    $         --
  Accrued expenses                                   220,575         220,575              --
  Officer's loans                                      4,689           4,689              --
                                                ------------    ------------    ------------

Total Current Liabilities                            290,331         290,331              --
                                                ------------    ------------    ------------
Long-term liabilities
  Convertible notes payable, net of
    unamortized discount of $1,294,226               280,774         280,774              --
  Derivative liabilities                           3,735,953       3,735,953              --
                                                ------------    ------------    ------------

Total Long-term Liabilities                        4,016,727       4,016,727              --
                                                ------------    ------------    ------------

Stockholders' Deficit
  Preferred stock Series A, no par value,
    $1.00 per share liquidation preference,
    40,000,000 shares authorized 12,134,547
    issued and outstanding as of February
    28, 2007, total liquidation preference
    of $12,134,547                                   588,313         588,313              --
  Common stock, no par value,
    authorized 100,000,000 shares;
    issued and outstanding 34,259,610
    as of February 29, 2007                        3,869,149       8,106,949      (4,237,800)   (7)
Series A preferred stock subscription               (220,000)       (220,000)             --
Accumulated Deficit                               (7,906,365)    (12,144,165)      4,237,800    (8)
                                                ------------    ------------    ------------

Total Stockholders' Deficit                       (3,668,903)     (3,668,903)             --
                                                ------------    ------------    ------------

Total Liabilities and Stockholders' Deficit     $    638,155    $    638,155    $         --
                                                ============    ============    ============


(7)  This difference is the same as that described in (4) above.

(8)  This difference is the same as that described in (5) above.


                                      F-54


<PAGE>


Ingen Techonologies, Inc.
Consolidated Statements of Operations (Unaudited)

                                            Three months ended February 28, 2007      Three months ended February 28, 2006

                                                                         Effect of                                 Effect of
                                              Restated       Original     Change      Restated      Original         Change
                                            ------------   ------------   -------   ------------   ------------   ------------

Sales                                       $    281,380   $    281,380   $    --   $     79,184   $     79,184   $         --
Cost of Sales                                    160,455        160,455        --         33,992         33,992             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Gross Profit                                     120,925        120,925        --         45,192         45,192             --
General and administrative expenses              533,693        533,693        --        594,360        436,444        157,916   (9)
                                            ------------   ------------   -------   ------------   ------------   ------------
Operating loss                                  (412,768)      (412,768)       --       (549,168)      (391,252)      (157,916)
Interest expense                                (352,808)      (352,808)       --           (642)          (642)            --
Change in derivative liabilities                 212,276        212,276        --             --             --             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Loss before provision for income taxes          (553,300)      (553,300)       --       (549,810)      (391,894)      (157,916)  (9)
Provision for income taxes                            --             --        --             --             --             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Net loss                                    $   (553,300)  $   (553,300)  $    --   $   (549,810)  $   (391,894)  $   (157,916)  (9)
                                            ============   ============   =======   ============   ============   ============

Basic net loss per weighted share           $      (0.02)  $      (0.02)  $    --   $      (0.04)  $      (0.03)  $      (0.01)  (9)
                                            ============   ============   =======   ============   ============   ============

Basic weighted average shares outstanding     32,292,943     32,292,943        --     13,312,249     13,312,249             --


(9)  The general and administrative expense reported for the three months ended
     February 28, 2006 were increased from $436,444 to $594,360 as the result of
     an additional expense in the amount of $157,916 that was booked to deduct
     the value of stock option issued to a consultant. This is described in (3)
     above. This additional expense increased the loss for the quarter from
     $(391,894) to $(549,810). The higher loss changed the loss per share from
     $(0.03) per share to $(0.04) per share.


                                      F-55

<PAGE>



Ingen Techonologies, Inc.
Consolidated Statements of Operations (Unaudited)

                                             Nine months ended February 28, 2007       Nine months ended February 28, 2006

                                                                         Effect of                                 Effect of
                                              Restated       Original     Change      Restated      Original         Change
                                            ------------   ------------   -------   ------------   ------------   ------------

Sales                                       $    605,011   $    605,011   $    --   $    846,268   $    846,268   $         --
Cost of Sales                                    342,644        342,644        --        228,050        228,050             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Gross Profit                                     262,367        262,367        --        618,218        618,218             --
General and administrative expenses            1,379,955      1,379,955        --      1,626,667      1,468,751        157,916  (10)
                                            ------------   ------------   -------   ------------   ------------   ------------
Operating loss                                (1,117,588)    (1,117,588)       --     (1,008,449)      (850,533)      (157,916)
Interest expense                              (4,051,776)    (4,051,776)       --         (2,826)        (2,826)            --
Change in derivative liabilities               1,526,403      1,526,403        --             --             --             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Loss before provision for income taxes        (3,642,961)    (3,642,961)       --     (1,011,275)      (853,359)      (157,916)
Provision for income taxes                         1,215          1,215        --            800            800             --
                                            ------------   ------------   -------   ------------   ------------   ------------
Net loss                                    $ (3,644,176)  $ (3,644,176)  $    --   $ (1,012,075)  $   (854,159)  $   (157,916)
                                            ============   ============   =======   ============   ============   ============

Basic net loss per weighted share           $      (0.12)  $      (0.12)  $    --   $      (0.15)  $      (0.13)  $      (0.02) (10)
                                            ============   ============   =======   ============   ============   ============

Basic weighted average shares outstanding     30,594,250     30,594,250        --      6,689,948      6,689,948             --


(10) The general and administrative expense reported for the nine months ended
     February 28, 2006 were increased from $1,468,751 to $1,626,667 as the
     result of an additional expense in the amount of $157,916 that was booked
     to deduct the value of stock option issued to a consultant. This is
     described in (3) above. This additional expense increased the loss for the
     quarter from $(854,159) to $(1,012,075). The higher loss changed the loss
     per share by $(0.02) from $(0.13) per share to $(0.15) per share.


                                      F-56

<PAGE>


Ingen Technologies, Inc and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)

                                             Nine months ended February 28, 2007       Nine months ended February 28, 2006

                                                                         Effect of                                 Effect of
                                              Restated       Original     Change      Restated      Original         Change
                                            ------------   ------------   -------   ------------   ------------   ------------

CASH FLOWS FROM OPERATIONS:

  Net loss                                       (3,644,176)   (3,644,176)       --    (1,012,075)     (854,159)     (157,916)  (11)
  Adjustments to Reconcile Net loss to
  Net Cash Used in Operations:
    Depreciation and Amortization                    65,590        65,590        --        11,954       (34,385)       46,339   (12)
    (Increase) Decrease in:
      Change in derivative liabilities           (1,526,403)   (1,526,403)       --            --            --            --
      Noncash interest expense and
        financing costs                           3,965,130     3,965,130        --            --            --            --
    Increase (Decrease) in:
      Accounts payable                               16,881        16,881        --         8,800         8,800            --
      Accrued expenses                               40,782        40,782        --        14,025        14,025            --
      Accounts receivable                                --            --        --            --            --            --
      Prepaid expenses                              (22,215)      (22,215)       --            --            --            --
      Litigation reserve                                 --            --        --      (143,500)     (143,500)           --
    Additions to inventory                          (85,728)      (85,728)       --            --            --            --
    Expenses paid with stock                         99,453        99,453        --       157,916            --       157,916   (13)
                                                -----------   -----------   -------   -----------   -----------   -----------

NET CASH USED IN OPERATING ACTIVITIES            (1,090,686)   (1,090,686)       --      (962,880)   (1,009,219)       46,339

CASH FLOW FROM INVESTING ACTIVITIES
  Additions to fixed assets                         (99,405)      (99,405)       --       (23,174)       23,174       (46,348)
  Addition to intangibles                            (7,345)       (7,345)       --            --            --            --
                                                -----------   -----------   -------   -----------   -----------   -----------

NET CASH USED IN INVESTING ACTIVITIES              (106,750)     (106,750)       --       (23,174)       23,174            --

CASH FLOW FROM FINANCING ACTIVITIES

  Repayments on officer's loan                      (66,137)      (66,137)       --       (10,000)      (10,000)           --
  Repayments on notes payable                            --            --        --       (25,000)      (25,000)           --
  Proceeds from sale of stock                       (52,000)      (52,000)       --     1,069,500        40,000     1,029,500   (14)
  Proceeds from issuance of convertible debt      1,266,800     1,266,800        --            --     1,029,500    (1,029,500)  (14)
                                                -----------   -----------   -------   -----------   -----------   -----------

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES    1,148,663     1,148,663        --     1,034,500     1,034,500            --
                                                -----------   -----------   -------   -----------   -----------   -----------

NET INCREASE (DECREASE) IN CASH                     (48,773)      (48,773)       --        48,446        48,455            (9)  (15)

Cash balance at Beginning of Period                 111,112       111,112        --        17,727        17,727            --
                                                -----------   -----------   -------   -----------   -----------   -----------

CASH BALANCE AT END OF PERIOD                   $    62,339   $    62,339   $    --   $    66,173   $    66,182   $        (9)  (15)
                                                ===========   ===========   =======   ===========   ===========   ===========

Supplemental Disclosures of Cash Flow information:
  Interest paid                                 $        --   $        --   $    --   $        --   $        --   $        --
  Taxes paid                                    $        --   $        --   $    --   $        --   $        --   $        --
Noncash Financing Activities
  Issuance of warrants in connection with
    convertible debt                            $ 1,987,103   $ 1,987,103   $    --   $        --   $        --   $        --
  Recorded a beneficial conversion feature      $ 3,275,253   $ 3,275,253   $    --   $        --   $        --   $        --
  Stock subscription receivable                 $   220,000   $   220,000   $    --   $        --   $        --   $        --


                                      F-57
<PAGE>


(11) The net loss reported on the statement of cash flows for the nine months
     ended February 28, 2006 was decreased by $157,916 due to the change
     described in (10) above.

(12) The original amount reported as depreciation and amortization on the
     statement of cash flows for the nine months ended February 28, 2006 was
     incorrect. This amount was originally shown as $(34,385). This amount was
     shown in error and the column did not properly add to the sum of
     $(1,009,219) originally reported as the net cash used in operating
     activities. The correct depreciation and amortization reported for the nine
     months ended has been restated to be $11,954, a difference of $46,339.

(13) Expenses paid with stock reported on the statement of cash flows for the
     nine months ended February 28, 2006 has been restated to be equal to
     $157,916 (originally reported as zero). This number changed due to the
     change in (10) above.

(14) A total of $1,029,500 in net proceeds from convertible debts issued in the
     nine months ended February 28, 2006 (as reported in the Form 10-QSB for the
     quarter ended February 28, 2007) were erroneously reported as proceeds from
     common stock sales. This has been adjusted on the restated financial
     statements.

(15) The change of $9 in the net decrease of cash for the quarter ended February
     28, 2006 has been corrected to the actual cash balance as of February 28,
     2006.


                                      F-58

<PAGE>


INGEN TECHNOLOGIES, INC.
INTERIM FINANCIAL STATEMENTS
AUGUST 31, 2007

Consolidated Balance Sheet (Unaudited)
                                                    Unaudited Balance on August 31, 2007

                                                                                 Effect of
                                                  Restated        Original         Change
                                                ------------    ------------    ------------
Current Assets

  Cash                                          $      7,762    $      7,762    $         --
  Accounts receivable                                 78,090          78,090              --
  Inventory                                           74,953          74,953              --
  Prepaid expenses                                    18,107          18,107              --
                                                ------------    ------------    ------------

Total Current Assets                                 178,912         178,912              --
                                                ------------    ------------    ------------
Property and equipment
  net of accumulated depreciation of $134,246        273,371         273,371              --
Debt issue costs, net of accumulated
  amortization of $112,593                           255,607         255,607
Other assets                                          68,895          68,895              --
                                                ------------    ------------    ------------

Total Other Assets                                   324,502         324,502              --
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $    776,785    $    776,785    $         --
                                                ============    ============    ============
Current Liabilities
  Accounts payable                              $     80,654    $     80,654    $         --
  Accrued expenses                                   269,742         269,742              --
  Taxes payable                                        8,350           8,350              --
  Current portion of long-term debt                   14,539          14,539              --
  Officer's loans                                     92,829          92,829              --
                                                ------------    ------------    ------------

Total Current Liabilities                            466,114         466,114              --
                                                ------------    ------------    ------------
Long-term liabilities
  Note payable                                        96,817          96,817              --
  Convertible notes payable, net of
    unamortized discount of $1,526,176               608,824         608,824              --
  Derivative liabilities                           5,799,375       5,799,375              --
                                                ------------    ------------    ------------

Total Long-term Liabilities                        6,505,016       6,505,016              --
                                                ------------    ------------    ------------

Stockholders' Deficit
  Preferred stock Series A, no par value,
    $1.00 per share liquidation preference,
    40,000,000 shares authorized 16,078,991
    issued and outstanding as of August 31,
    2007, total liquidation preference
    of $16,078,991                                   673,313         673,313              --
  Common stock, no par value,
    authorized 100,000,000 shares;
    issued and outstanding 43,537,1100
    as of August 31, 2007                          4,098,349       8,336,149      (4,237,800)   (16)
Series A preferred stock subscription               (220,000)       (220,000)             --
Common stock subscription receivable                 (45,000)        (45,000)             --
Accumulated Deficit                              (10,701,007)    (14,938,807)      4,237,800    (17)
                                                ------------    ------------    ------------

Total Stockholders' Deficit                       (6,194,345)     (6,194,345)             --
                                                ------------    ------------    ------------

Total Liabilities and Stockholders' Deficit     $    776,785    $    776,785    $         --
                                                ============    ============    ============


(16) This difference is the same as that described in (4) above.

(17) This difference is the same as that described in (5) above.


                                      F-59

<PAGE>


Ingen Techonologies, Inc.
Consolidated Statements of Operations (Unaudited)

                                              Three months ended August 31, 2007        Three months ended August 31, 2006

                                                                          Effect of                                 Effect of
                                             Restated        Original       Change      Restated      Original        Change
                                            -----------    -----------    ---------   -----------    -----------    ----------

Sales                                       $   117,471    $   117,471    $      --   $   189,158    $   189,158            --
Cost of Sales                                    67,413         67,413           --       115,547        115,547            --
                                            -----------    -----------    ---------   -----------    -----------    ----------
Gross Profit                                     50,058         50,058           --        73,611         73,611            --
General and administrative expenses             406,694        406,694           --       329,104        329,104            --
                                            -----------    -----------    ---------   -----------    -----------    ----------
Operating loss                                 (356,636)      (356,636)          --      (255,493)      (255,493)           --
Interest expense                               (446,911)      (446,911)          --    (3,540,915)    (3,540,915)           --
Change in derivative liabilities               (573,779)      (573,779)          --     1,031,094      1,031,094            --
                                            -----------    -----------    ---------   -----------    -----------    ----------
Loss before provision for income taxes       (1,377,326)    (1,377,326)          --    (2,765,314)    (2,765,314)           --
Provision for income taxes                           10             10           --           800            800            --
                                            -----------    -----------    ---------   -----------    -----------    ----------

Net loss                                    $(1,377,336)   $(1,377,336)   $      --   $(2,766,114)   $(2,766,114)   $       --
                                            ===========    ===========    =========   ===========    ===========    ==========

Basic net loss per weighted share           $     (0.04)   $     (0.04)   $      --   $     (0.09)   $     (0.12)   $     0.03  (18)
                                            ===========    ===========    =========   ===========    ===========    ==========

Basic weighted average shares outstanding    37,766,443     37,766,443           --    29,647,110     22,207,208     7,439,902  (18)


(18) The basic weighted average number of shares outstanding as of August 31,
     2006 has been adjusted from 22,207,208 to 29,647,110. This has decreased
     the loss per share reported for the three months ended August 31, 2006 (as
     reported on the Form 10-QSB for the quarter ended August 31, 2007) by $0.03
     from $(0.12) to $(0.09).


                                      F-60

<PAGE>


Ingen Technologies, Inc and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)

                                                         Three months ended August 31, 2007     Three months ended August 31, 2006

                                                                                    Effect of                              Effect of
                                                          Restated      Original     Change     Restated       Original       Change
                                                         ----------    ----------    -------   -----------    -----------    -------

CASH FLOWS FROM OPERATIONS:

  Net loss                                               (1,377,336)   (1,377,336)        --    (2,766,114)    (2,766,114)        --
  Adjustments to Reconcile Net loss to
  Net Cash Used in Operations:
    Depreciation and Amortization                            40,400        40,400         --        20,976         20,976         --
    (Increase) Decrease in:
      Accounts receivable                                        --            --         --            --             --         --
      Change in derivative liabilities                      385,343       385,343         --    (1,031,094)    (1,031,094)        --
      Noncash interest expense and financing costs          573,779       573,779         --     3,523,454      3,523,454         --
    Increase (Decrease) in:
      Accounts receivable                                   (78,090)      (78,090)        --            --             --         --
      Inventory                                              10,642        10,642                                                 --
      Accounts payable                                       (3,863)       (3,863)                                                --
      Accrued expenses                                       81,472        81,472         --        (2,138)        (2,138)        --
      Prepaid expenses                                       15,526        15,526                                                 --
    Expenses paid with stock                                 80,000        80,000         --            --             --         --
                                                         ----------    ----------    -------   -----------    -----------    -------

NET CASH USED IN OPERATING ACTIVITIES                      (272,127)     (272,127)        --      (254,916)      (254,916)        --

CASH FLOW FROM INVESTING ACTIVITIES
  Additions to fixed assets                                      --            --         --       (34,480)       (34,480)        --
                                                         ----------    ----------    -------   -----------    -----------    -------

NET CASH USED IN INVESTING ACTIVITIES                            --           --         --        (34,480)       (34,480)        --

CASH FLOW FROM FINANCING ACTIVITIES
  Repayments on officer's loan                               (3,000)      (3,000)        --        (63,941)       (63,941)        --
  Proceeds from loan from officer                            11,486       11,486
  Repayments on notes payable                                (3,635)      (3,635)        --             --             --         --
  Proceeds from issuance of common stock                     74,800       74,800         --             --             --         --
  Proceeds from issuance of convertible debt                200,000      200,000         --      1,066,800      1,066,800         --
                                                         ----------    ---------    -------   ------------    -----------    -------

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES              279,651      279,651         --      1,002,859      1,002,859         --
                                                         ----------    ---------    -------   ------------    -----------    -------

NET INCREASE (DECREASE) IN CASH                               7,524        7,524         --        713,463        713,463         --

Cash balance at Beginning of Period                             238          238         --        111,112        111,112         --
                                                         ----------    ---------    -------   ------------    -----------    -------

CASH BALANCE AT END OF PERIOD                            $    7,762    $   7,762    $    --   $    824,575    $   824,575    $    --
                                                         ==========    =========    =======   ============    ===========    =======

Supplemental Disclosures of Cash Flow information:
  Interest paid                                          $    4,988    $   4,988    $    --   $         --    $        --    $    --
  Taxes paid                                             $      800    $     800    $    --   $         --    $        --    $    --
Noncash Financing Activities
  Issuance of warrants in connection with
    convertible debt                                     $       --    $      --    $    --   $  1,987,478    $ 1,987,478    $    --
  Recorded a beneficial conversion feature               $  428,343    $ 428,343    $    --   $  2,903,777    $ 2,903,777    $    --
  Stock subscription receivable                          $   45,000    $  45,000    $    --   $    220,000    $   220,000    $    --



                                      F-61

<PAGE>


INGEN TECHNOLOGIES, INC.
INTERIM FINANCIAL STATEMENTS
NOVEMBER 30, 2007

Consolidated Balance Sheet (Unaudited)
                                                   Unaudited Balance on November 30, 2007

                                                                                 Effect of
                                                  Restated        Original        Change
                                                ------------    ------------    ------------

Current Assets
  Cash                                          $      1,161    $      1,161    $         --
  Accounts receivable                                 15,271          15,271              --
  Inventory                                           74,943          74,943
  Prepaid expenses                                    10,481          10,481              --
                                                ------------    ------------    ------------
Total Current Assets                                 101,856         101,856              --
                                                ------------    ------------    ------------
Property and equipment
  net of accumulated depreciation of $148,716        258,900         258,900              --
Debt issue costs, net of accumulated
  amortization of $148,716                           229,958         229,958
Other assets                                          68,895          68,895              --
                                                ------------    ------------    ------------

Total Other Assets                                   298,853         298,853              --
                                                ------------    ------------    ------------

TOTAL ASSETS                                    $    659,609    $    659,609    $         --
                                                ============    ============    ============
Current Liabilities
  Accounts payable                              $    201,726    $    201,726    $         --
  Accrued expenses                                   348,833         348,833              --
  Taxes payable                                        8,350           8,350
  Current portion of long-term debt                   14,539          14,539
  Short-term loan                                     10,733          10,733
  Officer's loans                                    100,850         100,850              --
                                                ------------    ------------    ------------

Total Current Liabilities                            685,031         685,031              --
                                                ------------    ------------    ------------
Long-term liabilities
  Note payable                                        94,333          94,333
  Convertible notes payable, net of
    unamortized discount of $1,343,747               791,253         791,253              --
  Derivative liabilities                           5,037,714       5,037,714              --
                                                ------------    ------------    ------------

Total Long-term Liabilities                        5,923,300       5,923,300              --
                                                ------------    ------------    ------------

Stockholders' Deficit
  Preferred stock Series A, no par value,
    $1.00 per share liquidation preference,
    40,000,000 shares authorized 16,078,991
    issued and outstanding as of November
    30, 2007, total liquidation preference
    of $16,078,991                                   673,313         673,313              --
  Common stock, no par value,
    authorized 100,000,000 shares;
    issued and outstanding 43,747,110
    as of November 30, 2007                        4,110,949      12,586,549      (8,475,600)   (19)
Series A preferred stock subscription               (220,000)       (220,000)             --
Accumulated Deficit                              (10,512,984)    (18,988,584)      8,475,600    (20)
                                                ------------    ------------    ------------

Total Stockholders' Deficit                       (5,948,722)     (5,948,722)             --
                                                ------------    ------------    ------------

Total Liabilities and Stockholders' Deficit     $    659,609    $    659,609    $         --
                                                ============    ============    ============


(19) The Company attempted to post the adjustment of $4,237,800 described in (4)
     above, however the adjustment of $4,237,800 was posted in reverse. This
     caused a difference of $8,475,600. This adjustment has been correctly
     reversed and the restated balance of common stock is shown as $4,110,949.

(20) The Company attempted to post the adjustment of $4,237,800 described in (4)
     above, however the adjustment of $4,237,800 was posted in reverse. This
     caused a difference of $8,475,600. This adjustment has been correctly
     reversed and the restated balance of common stock is shown as
     $(10,512,984).


                                      F-62

<PAGE>


Ingen Techonologies, Inc.
Consolidated Statements of Operations (Unaudited)

                                               Three months ended November 30, 2007       Three months ended November 30, 2006

                                                                            Effect of                                  Effect of
                                              Restated        Original        Change      Restated        Original       Change
                                            ------------    ------------    ---------   ------------    ------------    --------

Sales                                       $     74,538    $     74,538    $      --   $    134,473    $    134,473    $     --
Cost of Sales                                     61,705          61,705           --         66,641          66,641          --
                                            ------------    ------------    ---------   ------------    ------------    --------
Gross Profit                                      12,833          12,833           --         67,832          67,832          --
General and administrative expenses              339,022         339,022           --        517,158         517,158          --
                                            ------------    ------------    ---------   ------------    ------------    --------
Operating loss                                  (326,189)       (326,189)          --       (449,326)       (449,326)         --
Interest expense                                (247,449)       (247,449)          --       (158,053)       (158,053)         --
Change in derivative liabilities                 761,661         761,661           --        283,033         283,033          --
                                            ------------    ------------    ---------   ------------    ------------    --------
Loss before provision for income taxes           188,023         188,023           --       (324,346)       (324,346)         --
Provision for income taxes                            --              --           --            415             415          --
                                            ------------    ------------    ---------   ------------    ------------    --------

Net loss                                    $    188,023    $    188,023    $      --   $   (324,761)   $   (324,761)   $     --
                                            ============    ============    =========   ============    ============    ========

Basic net loss per weighted share                    nil    $      (0.01)   $    0.01   $      (0.03)   $      (0.03)   $     --
                                            ============    ============    =========   ============    ============    ========

Basic weighted average shares outstanding     43,667,110      43,667,110           --     11,330,071      11,330,071          --


                                      F-63

<PAGE>


Ingen Techonologies, Inc.
Consolidated Statements of Operations (Unaudited)

                                              Six months ended November 30, 2007           Six months ended November 30, 2006

                                                                        Effect of                                         Effect of
                                            Restated       Original      Change               Restated      Original       Change
                                          ------------   -----------   ----------           ------------   -----------   -----------

Sales                                     $    192,010   $   192,010   $       --           $    323,631   $   323,631   $        --
Cost of Sales                                  129,118       129,118           --                182,188       182,188            --
                                          ------------   -----------   ----------           ------------   -----------   -----------
Gross Profit                                    62,892        62,892           --                141,443       141,443            --
General and administrative expenses            745,727       745,727           --                846,262       846,262            --
                                          ------------   -----------   ----------           ------------   -----------   -----------
Operating loss                                (682,835)     (682,835)          --               (704,819)     (704,819)           --
Interest expense                              (694,360)   (1,268,139)     573,779   (21)      (3,698,968)   (3,698,968)           --
Change in derivative liabilities               187,882       761,661     (573,779)  (21)       1,314,127     1,314,127            --
                                                         -----------   ----------           ------------   -----------   -----------
Loss before provision for income taxes      (1,189,313)   (1,189,313)          --             (3,089,660)   (3,089,660)           --
Provision for income taxes                          --            --           --                  1,215         1,215            --
                                          ------------   -----------   ----------           ------------   -----------   -----------

Net loss                                  $ (1,189,313)  $(1,189,313)  $       --           $ (3,090,875)  $(3,090,875)  $        --
                                          ============   ===========   ==========           ============   ===========   ===========

Basic net loss per weighted share         $      (0.03)  $     (0.03)  $       --           $      (0.10)  $     (0.10)  $        --
                                          ============   ===========   ==========           ============   ===========   ===========

Basic weighted average shares outstanding   40,721,777    40,721,777           --             29,744,904    29,744,904            --





(21)          The Company misclassified the change in derivative liability for
              the quarter ended November 30, 2007 in the amount of $573,779 as
              additional interest expense. This misclassification has been
              corrected in the restated financial statements.


                                      F-64
<PAGE>


Ingen Technologies, Inc and Subsidiary
Consolidated Statements of Cash Flows (Unaudited)

                                                       Six months ended November 30, 2007       Six months ended November 30, 2006

                                                                                  Effect of                                Effect of
                                                       Restated      Original       Change      Restated        Original     Change
                                                     -----------    -----------    --------    -----------    -----------    ------

CASH FLOWS FROM OPERATIONS:

  Net loss                                            (1,189,313)    (1,189,313)         --     (3,090,875)    (3,090,875)       --
  Adjustments to Reconcile Net loss to
  Net Cash Used in Operations:
    Depreciation and Amortization                         80,519         80,519          --         46,624         46,624        --
    (Increase) Decrease in:
      Change in derivative liabilities                  (761,661)      (761,661)         --     (1,314,127)    (1,314,127)       --
      Noncash interest expense and financing costs     1,141,551      1,141,551          --      3,697,905      3,697,905        --
    Increase (Decrease) in:
      Accounts payable                                   117,209        117,209          --         (4,875)        (4,875)       --
      Accrued expenses                                   161,296        161,296          --            486            486        --
      Accounts receivable                                (15,270)       (15,270)         --        (58,265)       (58,265)       --
      Prepaid expenses                                    23,152         23,152          --         (9,699)        (9,699)       --
      Inventory                                           10,653         10,653          --             --             --        --
    Expenses paid with stock                              92,600         92,600          --         12,000         12,000        --
                                                     -----------    -----------    --------    -----------    -----------   -------

NET CASH USED IN OPERATING ACTIVITIES                   (339,264)      (339,264)         --       (720,826)      (720,826)       --

CASH FLOW FROM INVESTING ACTIVITIES
  Additions to fixed assets                                   --             --          --        (85,931)       (85,931)       --
  Addition to intangibles                                     --             --          --         (7,345)        (7,345)       --
                                                     -----------    -----------    --------    -----------    -----------   -------

NET CASH USED IN INVESTING ACTIVITIES                         --             --          --        (93,276)       (93,276)       --

CASH FLOW FROM FINANCING ACTIVITIES
  Repayments on officer's loan                           (21,382)       (21,382)         --       (122,826)      (122,826)       --
  Proceeds from officer's loan                            37,891         37,891
  Repayments on notes payable                             (6,119)        (6,119)         --             --             --        --
  Proceeds from issuance of common stock                 119,800        119,800          --             --             --        --
  Proceeds from notes payable                             10,000         10,000
  Proceeds from issuance of convertible debt             200,000        200,000          --      1,066,800      1,066,800        --
                                                     -----------    -----------    --------    -----------    -----------   -------

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES           340,190        340,190          --        943,974        943,974        --
                                                     -----------    -----------    --------    -----------    -----------   -------

NET INCREASE (DECREASE) IN CASH                              926            926          --        129,872        129,872        --

Cash balance at Beginning of Period                          238            238          --        111,112        111,112        --
                                                     -----------    -----------    --------    -----------    -----------   -------

CASH BALANCE AT END OF PERIOD                        $     1,164    $     1,164    $     --    $   240,984    $   240,984   $    --
                                                     ===========    ===========    ========    ===========    ===========   =======

Supplemental Disclosures of Cash Flow information:
  Interest paid                                      $     4,988    $     4,988    $     --    $        --    $        --   $    --
  Taxes paid                                         $       800    $       800    $     --    $        --    $        --   $    --
Noncash Financing Activities
  Issuance of warrants in connection with
    convertible debt                                 $   428,343    $   428,343    $     --    $ 1,987,103    $ 1,987,103   $    --
  Recorded a beneficial conversion feature           $        --    $        --    $     --    $ 2,904,060    $ 2,904,060   $    --
  Stock subscription receivable                      $    45,000    $    45,000    $     --    $   220,000    $   220,000   $    --


</TABLE>

                                      F-65


<PAGE>


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

None.

ITEM 8A. CONTROLS AND PROCEDURES

Please see the disclosure below in Item 8A(T) Controls and Procedures.

ITEM 8A(T).  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.

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 our disclosure controls and procedures were effective.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles.


Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting
based on the framework established by the Committee of Sponsoring Organizations
for the Treadway Commission. Based on our evaluation under the framework,
including the completion and review of internal review assessment forms and the
completion and review of financial reporting information systems and controls
checklists in the framework, our management concluded that our internal control
over financial reporting was effective as of May 31, 2008.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. Our
management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

No 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 that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting.

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.



                                       36
<PAGE>


Item 8B. Other Information

During the quarter ended May 31, 2008, we closed on a series of transactions
resulting in the issuance of more than 5% of outstanding common stock. We sold
the following securities without registration under the Securities Act of 1933
in reliance on the exemption contained in Section 4(2) and/or Regulation D
promulgated thereunder. No general solicitation or advertising was used in
connection with the sale of the shares and all shares were issued with a
restrictive legend.

Common Stock
---------------

a)       In March 2008, we issued a total of 30,000 shares of our restricted
         common stock to our CEO, Scott Sand (adjusted for the 1 for 600 reverse
         stock split on August 27, 2008) originally issued as 18,000,000 shares
         of restricted common stock. The stock was issued to retire accrued
         compensation in the amount of $108,000. We valued this stock at $0.006
         per share, which was the closing price of the common stock on the date
         of issuance. The reverse stock split adjusted price of the common stock
         is $3.60 per share.

b)       In March 2008, we issued a total of 16,668 shares of our restricted
         common stock to two entities in exchange for service rendered (adjusted
         for the 1 for 600 reverse stock split on August 27, 2008, the stock was
         originally issued as 10,000,000 shares of restricted common stock). We
         valued this stock at $0.006 per share, which was the closing price of
         the common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $3.60 per share.

c)       In March 2008, we issued a total of 3,000 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to the seven members of our Board of Directors and an
         officer. This was originally issued as 1,800,000 shares of restricted
         common stock. 1,500,000 shares were issued for Directors' fees and
         300,000 shares were issued to Scott Sand, our CEO, under the terms of
         his employment agreement. We valued this stock at $0.006 per share,
         which was the closing price of the common stock on the date of
         issuance. The reverse stock split adjusted price of the common stock is
         $3.60 per share. The total value of the stock issued was $10,800.

d)       On March 31, 2008, the Company issued to a consultant an anti-dilutive
         warrant granting the holder the right to purchase up to 250,000 shares
         of common stock at $.50 per share until March 31, 2011. The Company
         also issued the consultant a convertible promissory note in the
         principal amount of $37,000. On or before September 1, 2010, the holder
         may convert the note into shares of the Company's common stock. In all
         circumstances, the holder shall receive a minimum of 400,000 shares of
         the Company's common stock. Furthermore, in the event of a merger,
         consolidation, combination, subdivision, forward split or reverse
         split, any portion of the unpaid amount of this note may be converted
         into fully-paid, non-assessable shares of the Company's common stock,
         at a conversion price equal to $.25 per share.

e)       In April 2008, we sold a total of 4,167 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to one individual. This was originally issued as 2,500,000 shares
         of restricted common stock. The stock was sold for cash at a price of
         $0.006 per share. The reverse stock split adjusted price of the common
         stock is $3.60 per share. The total consideration received by the
         Company was $15,000.

f)       In April 2008, we issued a total of 133 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008)of our restricted common
         stock to one individual. This was originally issued as 80,000 shares of
         restricted common stock. The stock was issued for services rendered and
         was valued at a price of $0.005 per share, which was the closing price
         of common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $3.00 per share. The total value
         of the stock issued was $400.



                                       37
<PAGE>


g)       In April 2008, we issued a total of 10,000 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to one entity This was originally issued as 6,000,000
         shares of restricted common stock. The stock was issued for services
         rendered and was valued at a price of $0.0032 per share, which was the
         closing price of common stock on the date of issuance. The reverse
         stock split adjusted price of the common stock is $1.92 per share. The
         total value of the stock issued was $19,200.

h)       In April 2008, we authorized the issuance for a total of 2,000 of our
         post-reverse split adjusted shares (1,200,000 shares prior to the
         adjustment of our 1 for 600 reverse stock split on August 27, 2008) to
         Bradley Klearman, who is one of our directors. This was paid under the
         terms of a consulting agreement. Under the terms of the agreement, Mr.
         Klearman is due to receive $3,000 per month paid either in cash or
         restricted shares, depending on the company's ability to pay. The
         company owed Mr. Klearman $3,000 for the month of February 2008, and an
         additional $3,000 for the month of March 2008. The total amount owed
         prior to April 1, 2008 was $6,000. The fair market value of the company
         stock at that time was $0.005 per share. The calculation of shares were
         derived by dividing the amount owed of $6,000 by the fair market value
         of $0.005.

i)       In April 2008, we sold a total of 4,385 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to Robert Sand, the father of our CEO. This was originally issued
         as 2,631,579 shares of restricted common stock. The stock was sold for
         cash at a price of $0.0019 per share. Our stock price was $0.002 on the
         date of issuance. The reverse stock split adjusted price of the common
         stock is $1.14 per share. The total consideration received by the
         Company was $5,000.

j)       In April 2008, we issued a total of 1,667 shares of our restricted
         common stock (adjusted for the 1 for 600 reverse stock split on August
         27, 2008) to one individual. This was originally issued as 1,000,000
         shares of restricted common stock. The stock was issued for services
         rendered and was valued at a price of $0.0015 per share, which was the
         closing price of common stock on the date of issuance. The reverse
         stock split adjusted price of the common stock is $0.90 per share. The
         total value of the stock issued was $1,500.

k)       In May 2008, we sold a total of 37,292 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to five individuals. This was originally issued as 22,375,000
         shares of restricted common stock. The stock was sold for cash at a
         price of $0.0008-0.001 per share. The reverse stock split adjusted
         price of the common stock is $0.48-0.60 per share. The total
         consideration received by the Company was $17,000.

l)       In May 2008, we issued a total of 10,000 shares (adjusted for the 1 for
         600 reverse stock split on August 27, 2008) of our restricted common
         stock to one individual. This was originally issued as 6,000,000 shares
         of restricted common stock. The stock was issued for services rendered
         and was valued at a price of $0.0009 per share, which was the closing
         price of common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $0.54 per share. The total value
         of the stock issued was $5,400.

m)       In May 2008, we issued a total of 231,481 shares (adjusted for the 1
         for 600 reverse stock split on August 27, 2008) of our restricted
         common stock to our CEO, Scott Sand (originally issued as 138,888,889
         shares of restricted common stock). The stock was issued in lieu of
         compensation, to retire accrued compensation and to pay unreimbursed
         expenses paid on behalf of the Company in the total amount of $125,000.
         We valued this stock at $0.0009 per share, which was the closing price
         of the common stock on the date of issuance. The reverse stock split
         adjusted price of the common stock is $0.54 per share.



                                       38
<PAGE>


Subsequent to May 31, 2008, the Company reports the following transactions:

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with
three investors. Under the Securities Purchase Agreement, the investors agreed
to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes")
and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's
common stock. The initial closing occurred on June 20, 2008 and the Issuer
received gross proceeds of $100,000 and delivered to the Investors $100,000 face
value Notes and Common Stock Purchase Warrants covering 20,000,000 shares of the
Issuer's common stock. Future closings for gross proceeds of $100,000 each were
scheduled to occur at the end of July, August, September, and October 2008.
Following the initial closing, the Company has issued $225,000 in additional
convertible notes.

On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as
of June 16, 2008. Under the terms of this amendment, the conversion rate and
interest rate of all convertible debentures have been adjusted. This amendment
applies to the $1.5 million convertible date entered into on July 25, 2006, the
$450,000 convertible debt entered into on March 15, 2007, the $110,000
convertible note entered into on July 30, 2007 as well as the $500,000
Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage"
(as defined in each of the notes to be the rate at which the note holders can
convert their debt into common stock) has been adjusted to 40%. This means that
the convertible note holders can now convert their debt into stock at the
average of the lowest three trading prices for the common stock during the
twenty day trading period prior to conversion multiplied by 40%. Also the
interest rate on all convertible notes has been adjusted from 6% to 12%. This
interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008,
this interest rate adjustment would be applied to $2,031,547 in outstanding
convertible debt. Further, the June 16, 2008 agreement to purchase up to
$500,000 in Secured Callable Convertible Notes was amended so that future
purchases shall occur "on such dates as shall be mutually agreed upon by the
Company and the Buyers" instead of on the scheduled closing days originally
provided for in the agreement. There is no guarantee that future purchases will
occur.

Subsequent to May 31, 2008, the Company issued 70,185 post-reverse shares of its
common stock in connection with the above mentioned debt.

On August 27, 2008, the Company engaged Media4Equity LLC, a Nevada limited
liability company, to provide public relations services to the Company. Pursuant
to the Media Production and Placement Services Agreement (the "Agreement"),
Media4Equity is to act as production and placement agency for the Company's
print and broadcast media campaign and to provide the Company with a guaranteed
dollar value of national media exposure equivalent to $2,000,000 (the "Media
Credit") as further set forth in the Agreement. The services provided under the
Agreement shall commence at the sole discretion of the Company, but no later
than twelve months from the effective date of the Agreement and the Agreement
shall terminate upon the Media Credit being used in its entirety or within three
years of commencement of services, whichever is earlier.

Under the Agreement, the Company issued Media4Equity 3,300,000 restricted shares
of its common stock, no par value, valued at $.06 per share. The shares have
piggyback registration rights and Media4Equity may also make one "demand"
registration request, under which Company agrees to file under the Securities
Act of 1933, as amended, a registration statement covering the shares within 30
days after receipt of such request. Further, the Company is to pay Media4Equity
a cash fee of $2,950 per month for the duration of the media campaign, for the
purpose of offsetting Media4Equity's costs in executing the campaign. However,
the first payment shall not commence until twelve months after the start of the
media campaign, which at the Company's request, can be delayed for a maximum of
twelve months from the effective date. The Company relied upon the exemption
from registration as set forth in Section 4(2) of the Securities Act of 1933 for
the issuance of these securities. The shares were issued to an accredited
investor. There was no general solicitation or advertising and the shares were
issued with a restrictive legend.

On September 17, 2008, Jeffrey Gleckman converted 4,000,000 of Series A
preferred shares into common stock. Upon this conversion, Mr. Gleckman owned
approximately 49.8% of our total outstanding common shares.



                                       39
<PAGE>


                                  PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; 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 of management, and business
experience of the directors, and executive officers 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           50        Chairman, Chief Executive Officer and Director
                                  (March 29, 2004 to present)

Thomas J. Neavitt       77        Secretary and Chief Financial Officer
                                  (March 29, 2004 to present)

Yong Sin Khoo           44        Director (March 29, 2004 to present)

Christopher A. Wirth    53        Chief Operations Officer, Director
                                  (March 29, 2004 to present)

Curt A. Miedema         51        Director  (March 29, 2004 to present)

Stephen O'Hara          55        Director (September 22, 2005 to present)

John Finazzo            43        Director (March 20, 2006 to present)

Brad Klearman           47        Director (December 14, 2007 to present)

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 manufacturer of Video VNG
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 an 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.



                                       40
<PAGE>


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 been a deputy director in the Strategic Investments Division of
Singapore Power Limited since 2001. He has extensive experience as a logistics
systems engineer in the military and retail engineering. 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, CHIEF OPERATIONS OFFICER, 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 syndications, 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.

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 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.

BRAD KLEARMAN, DIRECTOR. Mr. Klearman is a 27-year veteran executive
salesman/consultant, business owner, and entrepreneur. Mr. Klearman has a career
specializing in negotiating with medical manufacturers and distributors on
multi-million dollar projects that continues to have far-reaching implications
within the medical industry. Mr. Klearman's current accomplishments include the
recently secured exclusive placement of Ingen Technologies respiratory products
for the largest respiratory manufacturing company in the world. From 2001 -
2007, Mr. Klearman served as Executive Vice President of Medigroup Physicians


                                       41
<PAGE>


Services in St. Louis, Missouri, developing multiple relations with a myriad of
medical distributors and medical manufacturers servicing the United States. From
1998 - 2001, he served as Regional Manager of King Systems, Indiana and
represented manufacturers of the highest quality anesthesia apparatus in the
country and was responsible for making the company's third largest region into
the company's top-selling number one region within three years. From 1996 -
1998, he served as Vice President of Two Rivers Medical, St. Louis, MO, a major
contributor to development of the company with sole purpose of distributing
medical products, equipment and pharmaceuticals to the Federal Government
worldwide. From 1982-1996, Mr. Klearman worked with Midwest Medical Supply Co.,
Inc. in St. Louis, MO, where he began as Territory Manager in an area which was
grossing 70-thousand dollars per month and within two years, brought that
average up to $210,000 per month. In 1986, he was promoted to Executive Vice
President of the company and created a division that served the Federal
Government world wide. This division averaged 1 million dollars per month in
sales at a 23% profit margin, making it by far the most profitable division of
the company which was known as a regional distributor to hospitals, long-term
care facilities and physician offices. From 1978 - 1982, Mr. Klearman attended
Columbia College in Columbia, MO, with undergraduate studies in business and
marketing.

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 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. Based solely upon a review of copies of the forms furnished to
us and information involving securities transactions of which we are aware, we
are aware of officers, directors and holders of more than 10% of the outstanding
common stock of the Company who failed to file or failed to file on a timely
basis reports required by Section 16(a) of the Exchange Act during the last
fiscal year. To our knowledge, at May 31, 2008, Bradley Klearman, a director of
the Company, did not file a Form 3 and a Form 4 for one transaction. Thomas
Neavitt, an officer of the Company, Stephen O'Hara, Curt A. Miedema, John J.
Finazzo, Yong Sin Khoo and Christopher Wirth, directors of the Company, each did
not file a Form 4 during the year ended May 31, 2008 for one acquisition. Scott
R. Sand, our CEO and a director, filed a late Form 4 on October 31, 2007 for
five transactions, a late Form 4 on May 20, 2008 for sixteen transactions and a
late report on May 28, 2008 for one transaction.

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.

COMMITTEES

We do not have a separately designated nominating or compensation 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 overseen by our two officers, the CEO and Secretary-CFO.

AUDIT COMMITTEE FINANCIAL EXPERT

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



                                       42
<PAGE>


ITEM 10. EXECUTIVE COMPENSATION


COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual and other compensation paid by us to
Scott R. Sand, our CEO and chairman in the last two fiscal years.

<TABLE>
<CAPTION>
<S>     <C>

                                                   Summary Compensation Table
                                                   ---------------------------

NAME AND PRINCIPAL   YEAR   Salary      Bonus   Stock Awards   Option     Non-Equity      Non-Qualified   All Other    Total
POSITION                    ($)         ($)     ($)            Awards     Incentive       Deferred        Compen-      ($)
                                                               ($)        Plan Comp. ($)  Comp.           Sation
                                                                                          Earnings ($)    ($)

Scott R. Sand,       2008   $200,000    -       $135,499(2)      --           --              --            --         $335,499
Chairman and Chief
Executive Officer(1) 2007   $116,667    -       $17,301(3)       --           --              --            --         $133,968
</TABLE>


(1)We entered into an employment agreement with Mr. Sand effective as of October
1, 2006. This agreement calls for an annual salary of $200,000 and 300,000
shares of our restricted stock to be issued to Mr. Sand each year of the
five-year term of the agreement.

(2) We charged $3,699 of stock that was issued in September of 2006 to officer's
compensation in the fiscal year ended May 31, 2008 (we had previously valued
this at $12,000 and expensed $8,301 in the fiscal year ended May 31, 2007). Mr.
Sand also converted accrued salary and other loans made to the company into
shares of our common stock and Series A preferred stock. These shares were
initially valued below market value. We revalued the shares to the market price
at the date of issuance and charged an additional $130,000 to officer's
compensation in the fiscal year ended May 31, 2008. Mr. Sand was also issued
shares valued at $1,800 (500 split adjusted shares, originally issued as 300,000
shares) under his employment agreement).

(3) Mr. Sand was issued 300,000 shares of restricted common stock valued at
$9,000 for director's services. Mr. Sand was issued 300,000 shares of restricted
common stock in September 2006 under the terms of his employment agreement. This
stock was valued at $0.04 per share (a total of $12,000). The value of this
issuance is being amortized over a one-year period. The Company expensed $8,301
of this $12,000 in the fiscal year ended May 31, 2007 and the remaining $3,699
in the fiscal year ended May 31, 2008.

There were no options granted to executive officers or directors during fiscal
year 2008.

DIRECTOR COMPENSATION

Set forth below is information regarding compensation paid to each director
during 2008.

<TABLE>
<CAPTION>
<S>     <C>

NAME                FEES EARNED OR   STOCK AWARDS ($)  OPTION AWARDS   NON-EQUITY        CHANGE IN        ALL OTHER        TOTAL ($)
                    PAID IN CASH                       ($)             INCENTIVE PLAN    PENSION VALUE    COMPENSATION ($)
                    ($)                                                COMPENSATION ($)  AND
                                                                                         NON-QUALIFIED
                                                                                         DEFERRED
                                                                                         COMPENSATION
                                                                                         EARNINGS
------------------------------------------------------------------------------------------------------------------------------------
SCOTT R. SAND,      -                   --                 --              --                --               --              --
CHAIRMAN

CURT A. MIEDEMA     -                1,200                 --              --                --               --            1,200

CHRISTOPHER A.      -                1,200                 --              --                --               --            1,200
WIRTH

STEPHEN O'HARA      -                1,200                 --              --                --               --            1,200

JOHN FINAZZO        -                1,200                 --              --                --               --            1,200

YONG SIN KHOO       -                1,200                 --              --                --               --            1,200

BRAD KLEARMAN                        1,200                                                                                  1,200

</TABLE>



                                       43
<PAGE>


Our Directors (with the exception of our Chairman) 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).


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

As of September 19, 2008, 8,049,259 shares of common stock of Ingen
Technologies, Inc. and 34,279,960 shares of Series A Preferred Stock were issued
and outstanding. The following table sets forth, as of such date, certain
information regarding beneficial ownership of our shares by (i) each person who
is known by us to beneficially own more than 5% of our voting securities; (ii)
by each of our officers and directors, and (iii) by all of our officers and
directors as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 of the
Exchange Act. Under this Rule, beneficial ownership includes voting or
investment power over a security. Further, securities are deemed to be
beneficially owned by a person if the person has the right to acquire beneficial
ownership within 60 days of the date of the table pursuant to options, warrants,
conversion privileges or other rights.

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 and subject to
applicable community property laws, each person listed has sole voting and
investment power with respect to the shares shown as beneficially owned.

<TABLE>
<CAPTION>
<S>     <C>

Name and                     Shares of                  Shares of Series A         Total Percentage
Address of                   Common Stock               Convertible Preferred      of Voting
Beneficial                   Beneficially               Stock                      Power (4)
Owner (1)                    Owned (2)                  Beneficially
                                                        Owned (3)
                             Number             %        Number                %    Number             %

Scott R. Sand, CEO,             265,790       3.3%      31,275,960        91.2%      31,541,750    74.5%
  Chairman, Director
Thomas Neavitt, CFO,              1,033         *                -           -            1,033       *
  Secretary
Yong Khoo Sin, Director             677         *                -           -              677       *
Christopher A. Wirth, COO,        1,053         *                -           -            1,053       *
  Director
Curt A. Miedema, Director           703         *                -           -              703       *
Stephen O'Hara, Director            693         *                -           -              693       *
John Finazzo, Director            7,336         *                -           -            7,336       *
Brad Klearman, Director           2,518         *                -           -            2,518       *
Jeffrey Gleckman              4,005,000     49.8%                -           -        4,005,000      9.5%
Weed & Co., LLP (5)             650,000      7.5%(6)             -           -          650,000      1.5%(6)
4695 MacArthur Ct., Suite 1430
Newport Beach, CA 92660
Media4Equity, LLC             3,300,000     41.0%                -                     3,300,000     7.8%
All officers and directors      279,803      3.5%        31,275,960        91.2%      31,555,763    74.5%
as a group (8 persons)
</TABLE>

* Less than one percent.


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

(2) Does not include the Series A Preferred Stock which is entitled to vote on
all matters with holders of common stock.



                                       44
<PAGE>


(3) Each share of Series A Preferred Stock is entitled to vote on all matters
with holders of the common stock. Each Series A Preferred Stock is entitled to 1
vote per share. Each share of Series A Convertible 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 one share of
fully paid and non-assessable share of common stock.

(4) This column includes the common stock and Series A Convertible Preferred
Stock held by each person. Applicable percentages are based on 42,329,219 common
and preferred shares outstanding on September 19, 2008.

(5) Represents an anti-dilutive warrant to purchase 250,000 shares of common
stock of Ingen at a price of $0.50 per share expiring March 31, 2011 and a
promissory note convertible into a minimum of 400,000 shares of common stock.

(6) Based upon an additional 650,000 shares outstanding assuming the conversion
of the warrants and options held by Weed & Co LLP.

CHANGES IN CONTROL

We have entered into a series of convertible note agreements in the past two
fiscal years, specifically, $1.5 million convertible agreement entered into on
July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the
$110,000 convertible note entered into on July 30, 2007. Under the transaction
documents, we have committed various acts and failed to timely perform other
acts that constitute events of default under the transaction documents. We have
received assurance from counsel for the investors that "You are not in default.
We [the investors] have to put you into default and we have not." There can be
no assurance that the investors will not declare a default in the future. Our
stockholders should be aware that if the investors provide written notice of
default to us, then our liabilities would increase dramatically due to the
penalties, reset provisions, and other damages specified in the transaction
documents. The increase in liabilities attributed to a notice of default under
the transaction documents could vastly exceed our current market capitalization
and have dramatic negative affects on our financial condition. The debentures
are collateralized by our assets and, in the event if we are unable to repay or
restructure these debentures, there is no assurance that the holders of the
debentures will not institute legal proceedings to recover the amounts owed
including foreclosure on our assets. Subsequent to May 31, 2008, we entered into
a $500,000 Securities Purchase Agreement dated June 16, 2008 with three of the
noteholders.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

As of the end of our fiscal year May 31, 2008, our CEO and Chairman, Scott R.
Sand, was owed a total of $1,747 by the Company due for expenses paid on behalf
of the Company. There are no written loan agreements, promissory notes or debt
obligations evidencing this debt and the terms of repayment to Mr. Sand.

During the fiscal year ending May 31, 2008, Mr. Sand received 20,333,333 shares
of Series A Preferred stock and 261,482 shares of common stock (adjusted for the
reverse stock split on August 27, 2008) for satisfaction of accrued compensation
of $306,856 and for payment of $169,144 of the loan amount owed to him (a total
of $476,000 in debts converted into stock). The stock was valued at an aggregate
price of $606,000, which represented the fair market value of the stock upon the
dates of issuance (the closing price of the stock). The excess of fair market
value ($600,000) over the conversion amount ($476,000) was charged to expense as
additional officer's compensation ($130,000).

On March 18, 2008, we issued 2,000,000 shares of our Series A preferred stock to
Jeffrey Gleckman, an over 10% shareholder of our Series A Convertible Preferred
Stock. These shares were due under an agreement with MedOx, Inc. which was dated
August 1, 2007. The value of these shares, under the terms of the contract, was
$20,000.



                                       45
<PAGE>


In April 2008, we authorized the issuance for a total of 2,000 of our
post-reverse split adjusted shares (1,200,000 shares prior to the adjustment of
our 1 for 600 reverse stock split on August 27, 2008) to Bradley Klearman, who
is one of our directors. This was paid under the terms of a consulting
agreement. Under the terms of the agreement, Mr. Klearman is due to receive
$3,000 per month paid either in cash or restricted shares, depending on the
company's ability to pay. The company owed Mr. Klearman $3,000 for the month of
February 2008, and an additional $3,000 for the month of March 2008. The total
amount owed prior to April 1, 2008 was $6,000. The fair market value of the
company stock at that time was $0.005 per share. The calculation of shares were
derived by dividing the amount owed of $6,000 by the fair market value of
$0.005.

On September 17, 2008, Jeffrey Gleckman converted 4,000,000 of Series A
preferred shares into common stock. Upon this conversion, Mr. Gleckman owned
49.8% of our total outstanding common shares.


DIRECTOR INDEPENDENCE

As we are quoted on Pink Sheets and not one of the national securities
exchanges, we are not subject to director independence requirements. Pursuant to
Rule 10A-3 promulgated under the Exchange Act, Scott R. Sand and Christopher A.
Wirth do not qualify as independent directors due to their affiliation with us
as officers. Further, Brad Klearman is a director and not an officer, however he
is contracted and receives compensation for non-director services, and does not
qualify as an independent director. Our Board of Directors has determined that
Khoo Yong Sin, Curt A. Miedema, Stephen O'Hara, and John Finazzo are
"independent," as that term is defined by the NASDAQ Stock Market.

ITEM 13. EXHIBITS

Original agreements are filed in our offices.

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

         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)

         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)



                                       46
<PAGE>


         3.6      Articles of Amendment to Articles of Incorporation of Ingen
                  Technologies, Inc. as filed with the Georgia Secretary of
                  State (incorporated by reference to registrant's Form 10-QSB
                  filed April 21, 2008)

         3.7      Articles of Amendment to Articles of Incorporation of Ingen
                  Technologies, Inc., as filed with the Georgia Secretary of
                  State on August 27, 2008 (incorporated by reference to
                  registrant's Form 10-KSB filed September 29, 2008)

         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
                  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 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).

         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).

         10.10    Securities Purchase Agreement dated July 25, 2006 by and among
                  the Company and New Millennium Capital Partners II, LLC, AJW
                  Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC (included as an exhibit to our Form 8-K dated July 26,
                  2006 and incorporated herein by this reference).

         10.11    Form of Callable Convertible Secured Note by and among the
                  Company and New Millennium Capital Partners II, LLC, AJW
                  Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC dated July 25, 2006 (included as an exhibit to our Form
                  8-K dated July 26, 2006 and incorporated herein by this
                  reference).



                                       47
<PAGE>


         10.12    Form of Stock Purchase Warrant entered into by and among the
                  Company and New Millennium Capital Partners II, LLC, AJW
                  Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC on July 25, 2006 (included as an exhibit to our Form 8-K
                  dated July 26, 2006 and incorporated herein by this
                  reference).

         10.13    Registration Rights Agreement entered into by and among the
                  Company and New Millennium Capital Partners II, LLC, AJW
                  Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC on July 25, 2006 (included as an exhibit to our Form 8-K
                  dated July 26, 2006 and incorporated herein by this
                  reference).

         10.14    Security Agreement entered into by and among the Company and
                  New Millennium Capital Partners II, LLC, AJW Qualified
                  Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on
                  July 25, 2006 (included as an exhibit to our Form 8-K dated
                  July 26, 2006 and incorporated herein by this reference).

         10.15    Intellectual Property Security Agreement entered into by and
                  among the Company and New Millennium Capital Partners II, LLC,
                  AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
                  Partners, LLC on July 25, 2006 (included as an exhibit to our
                  Form 8-K dated July 26, 2006 and incorporated herein by this
                  reference).

         10.16    Employment Agreement between the Company and its Chief
                  Executive Officer and Chairman, Scott R. Sand, dated September
                  21, 2006 (included as an exhibit to our Form 8-K dated October
                  3, 2006 and incorporated herein by this reference).

         10.17    Technology And Patent Pending Purchase and Sale Agreement
                  between Ingen Technologies, Inc. and Richard Campbell,
                  grantor, dated November 7, 2006 (included as an exhibit to our
                  Form 8-K dated November 16, 2006 and incorporated herein by
                  this reference).

         10.18    Technology And Patent Pending Purchase and Sale Agreement
                  between Ingen Technologies, Inc. and Francis McDermott,
                  grantor, dated November 7, 2006(included as an exhibit to our
                  Form 8-K dated November 16, 2006 and incorporated herein by
                  this reference).

         10.19    Distribution Agreement between Ingen Technologies, Inc. and
                  MedOx Corporation, dated December 1, 2006, for the
                  distribution of Oxyview(TM) (included as an exhibit to our
                  Form 8-K dated December 1, 2006 and incorporated herein by
                  this reference).

         10.20    Exclusive Distribution Agreement between Ingen Technologies,
                  Inc. and Secure Health, Inc., dated December 1, 2006, for the
                  distribution of Secure Balance(TM) (included as an exhibit to
                  our Form 8-K dated December 1, 2006 and incorporated herein by
                  this reference).

         10.21    Non-qualified stock plan dated January 22, 2007, authorizing
                  the Company to issue up to 20% of the company's authorized
                  common stock (20 million shares) and preferred stock (8
                  million shares) under the plan. (included as an exhibit to our
                  Form 8-K dated January 18, 2007 and incorporated herein by
                  this reference).

         10.22    Option agreements dated January 22, 2007 (included as an
                  exhibit to our Form 8-K dated January 18, 2007 and
                  incorporated herein by this reference).

         10.23    Distribution Agreement between Ingen Technologies, Inc. and
                  Physical Rehabilitation Management Services, Inc., effective
                  as of June 1, 2007 (included as an exhibit to our Form 8-K
                  dated May 14, 2007 and incorporated herein by this reference).



                                       48
<PAGE>


         10.24    Securities Purchase Agreement dated March 15, 2007 by and
                  among the Company and New Millennium Capital Partners II, LLC,
                  AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
                  Partners, LLC (included as an exhibit to our Form 10-KSB dated
                  August 29, 2007 and incorporated herein by this reference)

         10.25    Stock Purchase Warrant entered into by and among the Company
                  and AJW Offshore, Ltd. on March 15, 2007 (included as an
                  exhibit to our Form 10-KSB dated August 29, 2007 and
                  incorporated herein by this reference)

         10.26    Stock Purchase Warrant entered into by and among the Company
                  and AJW Partners, LLC on March 15, 2007 (included as an
                  exhibit to our Form 10-KSB dated August 29, 2007 and
                  incorporated herein by this reference)

         10.27    Stock Purchase Warrant entered into by and among the Company
                  and AJW Qualified Partners, LLC on March 15, 2007 (included as
                  an exhibit to our Form 10-KSB dated August 29, 2007 and
                  incorporated herein by this reference)

         10.28    Stock Purchase Warrant entered into by and among the Company
                  and New Millennium Capital Partners II, LLC on March 15, 2007
                  (included as an exhibit to our Form 10-KSB dated August 29,
                  2007 and incorporated herein by this reference)

         10.29    Registration Rights Agreement entered into by and among the
                  Company and New Millennium Capital Partners II, LLC, AJW
                  Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                  LLC on March 15, 2007 (included as an exhibit to our Form
                  10-KSB dated August 29, 2007 and incorporated herein by this
                  reference)

         10.30    Intellectual Property Security Agreement entered into by and
                  among the Company and New Millennium Capital Partners II, LLC,
                  AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
                  Partners, LLC on March 15, 2007 (included as an exhibit to our
                  Form 10-KSB dated August 29, 2007 and incorporated herein by
                  this reference)

         10.31    Investment contract dated December 1, 2006 in which Jeffrey
                  Gleckman purchased 2,000,000 restricted common shares
                  (included as an exhibit to our Form 10-KSB dated August 29,
                  2007 and incorporated herein by this reference)

         10.32    Agreement entered into by and among the Company and MedOx,
                  Inc. dated August 1, 2007*

         10.33    Securities Purchase Agreement dated June 16, 2008 (included as
                  an exhibit to our Form 8-K dated June 20, 2008 and
                  incorporated herein by this reference)

         10.34    Registration Rights Agreement dated June 16, 2008 (included as
                  an exhibit to our Form 8-K dated June 20, 2008 and
                  incorporated herein by this reference)

         10.35    Security Agreement dated June 16, 2008 (included as an exhibit
                  to our Form 8-K dated June 20, 2008 and incorporated herein by
                  this reference)

         10.36    Intellectual Property Security Agreement dated June 16,
                  2008(included as an exhibit to our Form 8-K dated June 20,
                  2008 and incorporated herein by this reference)

         10.37    Callable Secured Convertible Note to AJW Partners, LLC
                  (included as an exhibit to our Form 8-K dated June 20, 2008
                  and incorporated herein by this reference)

         10.38    Callable Secured Convertible Note to AJW Master Fund, Ltd.
                  (included as an exhibit to our Form 8-K dated June 20, 2008
                  and incorporated herein by this reference)

         10.39    Callable Secured Convertible Note to New Millennium Capital
                  Partners II, LLC (included as an exhibit to our Form 8-K dated
                  June 20, 2008 and incorporated herein by this reference)



                                       49
<PAGE>


         10.40    Common Stock Purchase Warrant to AJW Partners, LLC (included
                  as an exhibit to our Form 8-K dated June 20, 2008 and
                  incorporated herein by this reference)

         10.41    Common Stock Purchase Warrant to AJW Master Fund, Ltd.
                  (included as an exhibit to our Form 8-K dated June 20, 2008
                  and incorporated herein by this reference)

         10.42    Common Stock Purchase Warrant to New Millennium Capital
                  Partners II, LLC (included as an exhibit to our Form 8-K dated
                  June 20, 2008 and incorporated herein by this reference)

         10.44    Media Production And Placement Services Agreement with
                  Media4Equity LLC (incorporated by reference to registrant's
                  Form 10-KSB filed September 29, 2008)

         10.45    Agreement with Brad Klearman dated January 1, 2008
                  (incorporated by reference to registrant's Form 10-KSB filed
                  September 29, 2008)

         10.46    Amendment No. 1 to the Securities Purchase Agreement Dated as
                  of June 16, 2008 by and among Ingen Technologies, Inc., AJW
                  Partners, LLC, New Millennium Capital Partners II, LLC and AJW
                  Master Fund, Ltd. (incorporated by reference to registrant's
                  Form 10-KSB filed September 29, 2008)

         10.47    Callable Secured Convertible Note to AJW Partners, LLC dated
                  August 29, 2008 (incorporated by reference to registrant's
                  Form 10-KSB filed September 29, 2008)

         10.48    Callable Secured Convertible Note to AJW Master Fund, Ltd.
                  dated August 29, 2008 (incorporated by reference to
                  registrant's Form 10-KSB filed September 29, 2008)

         10.49    Callable Secured Convertible Note to New Millennium Capital
                  Partners II, LLC dated August 29, 2008 (incorporated by
                  reference to registrant's Form 10-KSB filed September 29,
                  2008)

         10.50    Amendment of Notes Agreement with AJW Partners, LLC, New
                  Millennium Capital Partners II, LLC, AJW Master Fund, Ltd.,
                  AJW Offshore, Ltd., and AJW Qualified Partners, LLC
                  (incorporated by reference to registrant's Form 10-KSB filed
                  September 29, 2008)

         21.1     Subsidiaries of Ingen Technologies, Inc. (included as an
                  exhibit to our Form 10-KSB dated August 29, 2007 and
                  incorporated herein by this reference)

         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     Certification 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 and
                  Thomas J. Neavitt, Principal Financial Officer.*

* filed herewith




                                       50
<PAGE>


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the aggregate fees billed to the company by
Child, Van Wagoner and Bradshaw, PLLC, our independent auditor, for the fiscal
years ended May 31, 2007 and May 31, 2008.

Type of Fee                          2008              2007
-----------                          ----              ----
Audit Fees (1)                      $38,000           $29,500
Audit-related fees                  $     0           $     0
Tax Fees (2)                        $ 3,000           $ 3,000
All Other Fees                      $     0           $     0
Total                               $41,000           $32,500

(1) Fees for audit services billed in the fiscal year ended May 31, 2007
consisted of the aggregate fees paid by us for the fiscal year indicated for
professional services rendered by Child, Van Wagoner and Bradshaw, PLLC for the
audit of our annual financial statements and review of financial statements
included in our reports on Form 10-KSB and Forms 10-QSB for the quarters ended
November 30, 2006 and February 28, 2007 (another firm reviewed our Form 10-QSB
for the quarter ended August 31, 2006). The fees for audit services billed in
the fiscal year ended May 31, 2008 consisted of the aggregate fees paid by us
for the fiscal year indicated for professional services rendered by Child, Van
Wagoner and Bradshaw, PLLC for the audit of our annual financial statements and
review of financial statements included in our reports on Form 10-KSB and Forms
10-QSB for the quarters ended August 31, 2007, November 30, 2007 and February
29, 2008.

(2) Fees for tax services estimated for the fiscal years ended May 31, 2007 and
May 31, 2008 to be rendered by Child Van Wagoner and Bradshaw, PLLC 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.


                                       51
<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: November 13, 2008


In accordance with the Exchange Act, 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
              ---------                           -----                            ----

/s/ Scott R. Sand                      Chief Executive Officer and
----------------------------------     Chairman (Principal Executive          November 13, 2008
Scott R. Sand                          Officer)


/s/ Thomas J. Neavitt                  Secretary and Chief Financial          November 13, 2008
----------------------------------     Officer (Principal Financial
Thomas J. Neavitt                      and Accounting Officer)


/s/ Khoo Yong Sin                      Director                               November 13, 2008
----------------------------------
Khoo Yong Sin


/s/ Christopher A. Wirth               Chief Operations Officer, Director     November 13, 2008
----------------------------------
Christopher A. Wirth


/s/ Curt A. Miedema                    Director                               November 13, 2008
----------------------------------
Curt A. Miedema

/s/ Stephen O'Hara                     Director                               November 13, 2008
----------------------------------
Stephen O'Hara

/s/ John Finazzo                       Director                               November 13, 2008
----------------------------------
John Finazzo

/s/ Brad Klearman                      Director                               November 13, 2008
----------------------------------
Brad Klearman


</TABLE>





                                       52