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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                     FOR THE FISCAL YEAR ENDED MAY 31, 2004

                       Commission File Number ___________

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

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

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

                                 (800) 259-9622
                                 --------------
              (Registrant's telephone number, including area code)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                           Common Stock, no par value
                           --------------------------
                                (Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [x]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [x]

The Registrant had revenues of $901,542 for its most recent fiscal year.

As of May 31, 2004, the aggregate market value of the voting stock of the
Registrant held by non-affiliates of the Registrant was $797,605.*

The number of shares of Common Stock, no par value, outstanding on May 31, 2004,
was 12,864,593.

* Excludes the Common Stock held by executive officers, directors and
stockholders whose ownership exceeds 5% of the Common Stock outstanding on May
31, 2004. The calculation does not reflect a determination that such persons are
affiliates for any other purposes.

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                                TABLE OF CONTENTS


                                                                            Page
                                     PART I


ITEM 1.    Business                                                            3
ITEM 2.    Properties                                                         15
ITEM 3.    Legal Proceedings                                                  15
ITEM 4.    Submission of Matters to a Vote of Security Holders                15

                                     PART II


ITEM 5.    Market for Common Equity and Related Stockholder Matters           16
ITEM 6.    Management's Discussion and Analysis                               17
ITEM 7.    Financial Statements                                          24, F-1
ITEM 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure                                25
ITEM 8A.   Controls and Procedures                                            25

                                    PART III


ITEM 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act         26
ITEM 10    Executive Compensation                                             28
ITEM 11.   Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters                         29
ITEM 12.   Certain Relationships and Related Transactions                     30
ITEM 13.   Exhibits                                                           30
ITEM 14.   Independent Auditors' Fees and Services                            31


                           FORWARD-LOOKING STATEMENTS

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


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                                     PART I

ITEM 1. BUSINESS

OVERVIEW

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

Increasing revenues are being generated from the Company's Secure Balance
program; a medical product line for physicians and hospitals that provides
patient services for "balance & fall prevention" programs.

The Company's featured medical oxygen monitoring device is OxyAlert, a
second-generation design of the Company's BAFI(TM) product line. Both of these
products have been issued two US Patents: Patent No. 6,137,417 issued on October
24, 2000 and Patent No. 6,326,896 B1 issued on December 4, 2001. Both of these
products are low-oxygen safety warning devices used on remote oxygen cylinders
for patients, commercial aircraft, military transport, and fire and safety
equipment. OxyAlert technology encompasses the use of digital sensing and RF
frequency transfer so that care givers can access a hand-held remote to monitor
the actual oxygen level of any oxygen cylinder at a reasonable distance. We
expect to begin sales of OxyAlert in calendar year 2006.

Using the same patented and proprietary technology, the Company also will offer
our GasAlert product; a device that interfaces between any gas line and
accessory, such as a water heater, dryer, stove or heater, to detect leaks. This
is a mass consumer item expected to go to market in calendar year 2006.

I.  SECURE BALANCE

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. The balance
therapy system is manufactured by SportKAT(R), Inc. in San Diego, California.
SportKAT provides private-label testing and balance therapy systems to others.
However, we have our own trademark - Secure Balance. Our Secure Balance
program provides equipment, education and training about balance and fall
prevention to physicians and clinicians worldwide. All of our company's sales in
fiscal year 2004 ($901,542) were sales of Secure Balance.


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SECURE BALANCE THERAPY TRAINER
------------------------------

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

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

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

         o    Post Acoustic Neuroma Resection (Brain Tumors)

         o    Head Trauma

         o    Post Concussion

         o    Meniere's Disease

         o    Vertiginous Migraines

         o    Vestibular Neuronitis

         o    Presbystasis

         o    MS

         o    Parkinson's

         o    Ataxia

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


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         o    19" Monitor

         o    Wireless Mouse & keyboard

         o    Printer (Ability to Generate Printed Reports)

         o    Handrails for additional safety

         o    Larger Base for increased stability

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

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

         o    Thermal Accelerometer

         o    Provisions for Both Static and Dynamic Balance Assessment

         o    Multiple Built-in Training Programs

         o    Diversified Difficulty Levels for Testing and Training

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

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

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

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

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

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

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

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

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

         o    Optional Support Harness for increased safety


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

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

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

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

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

         o    Optional Computer Stand

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

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

SECURE BALANCE VIDEO ENG VESTIBULAR FUNCTION TESTING

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

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

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

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

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

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


                                       6
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Included Parts:

         o    Combi Mask or Goggle

         o    One Camera module for Combi Mask

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

         o    Installation CD

         o    Computer System with Tracking Interface Controller

         o    Footswitch

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

         o    Null-modem cable

         o    VisualLab Operation Disk

         o    Flashcard Mobile Storage

         o    Operational Manual

COMPLIANCE SERVICES

We plan to contract with a compliance services company to assist Secure Balance
customers in billing, claims processing, testing qualifications, supervision
requirements and other matters. We expect to enter into such a contract during
fiscal year 2005.

EDUCATIONAL SERVICES AND SEMINARS

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

II.  BAFI(TM); OXYALERT); GASALERT

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

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

We are now developing our new product lines, OxyAlert and GasAlert, based on our
patented BAFI(TM) technology. OxyAlert's application will continue BAFI(TM)'s
mission of providing a medical low- oxygen warning system for oxygen cylinders.
GasAlert will have a broader application to many industries and businesses
desiring to monitor pressurized gas cylinders. We plan to trademark OxyAlert and
GasAlert in fiscal year 2005.

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

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

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

BUSINESS OPPORTUNITY

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


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

PROFESSIONAL PRODUCTS

The Company has ceased the production stage of BAFI(TM) itself, but will soon
have the ability to deliver our BAFI(TM) product line to our various markets
(anticipated for fiscal year 2006). The Company has established direct sales and
marketing programs with manufacturer reps, and medical product distributors. Our
direct marketing efforts will focus on a direct marketing campaign,
infomercials, television advertising and Internet marketing. The Company has
contract agreements with independent rep-organizations for a regional sales
network throughout North America, Asia and Pacific Rim.

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

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

INDUSTRY AND MARKETPLACE

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

THE HEALTH CARE INDUSTRY

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

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


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

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

THE MARKET

THE GAS INDUSTRY IN GENERAL

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

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

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

PRICING

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

SALES AND MARKETING

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

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


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BAFI(TM) PRODUCT LINE MARKETING PROGRAM

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

         1.   Institutional Health Care Distribution

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

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

         2.   Retail Distribution

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

         3.   International Marketing Program

The Company intends to expand our product line in certain international
markets. Management believes that the product is expected to be issued various
Foreign Patents and the regulatory approval to market in other countries.

         4.   Direct Response Marketing Program

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

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


                                       10
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Unique to the infomercial marketing technique, products can generally be sold
at relatively high prices (compared to traditional retail) because the product's
usefulness and value can be established through demonstration. The higher price
of an infomercial product actually pays for the higher selling costs associated
with the purchase of media time.

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

         5.   Independent Representative Network

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

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

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

         6.   Advertising & Promotion

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

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

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

COMPETITION

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

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


                                       11
<PAGE>

BAFI(TM) PRODUCT LINE PATENTS AND TRADEMARKS

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

A patent search has revealed that there are no similar devices like BAFI(TM)
for portable oxygen gas cylinders.

PRODUCT LIABILITY

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

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

GOVERNMENT REGULATION

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

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

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

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

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

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


                                       12
<PAGE>

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

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

INTELLECTUAL PROPERTY

Patents, trademarks and trade secrets are essential to the profitability of our
products, and our company policy is to pursue intellectual property protection
aggressively for all our products. We have 2 patents and one trademark for our
BAFI(TM) product line. We will be seeking trademarks for our other products,
including GasAlert, OxyAlert and Secure Balance. A summary of the patents is
provided in the following table:

UNITED STATES TRADEMARK

1. Mark      BAFI

Ser./App. No. 75-873947

Registration No. 2406214

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


                                       13
<PAGE>

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date:  December 18, 1999

Registration date:  November 21, 2000

UNITED STATES PATENTS                 ABSTRACT

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

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

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

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


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

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

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

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

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

MANUFACTURING

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

EMPLOYEES

We have no employees. Our company is basically a holding company (formed in
Georgia) that owns or has rights to certain proprietary products and operates
our business through another company with our same name, Ingen Technologies,
Inc., a Nevada company. As of May 31, 2004, Ingen Technologies, Inc., the Nevada
company, has one full time employee, Mr. Scott R. Sand, our CEO, Founder and
Chairman. Mr. Sand is due a monthly draw (when funds allow; see Item 10. -
Executive


                                       14
<PAGE>

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

HISTORY

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

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

Ingen Technologies, Inc., the Nevada company, was founded by Scott R. Sand in
1999. Upon the merger with our Georgia company, Mr. Sand came on board as Chief
Executive Officer and Chairman of the Board of Directors, positions he maintains
today. Mr. Sand owns a portion of our outstanding common shares (13
million shares; 14.89% of the approximately 87 million common shares outstanding
after our merger).

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, our other preferred
shareholder, contributed approximately $300,000 to the company (in exchange for
his preferred shares issued in fiscal year 2005).

ITEM 2. PROPERTIES

We do not own real property. We rent, on an oral month-to-month basis, a portion
of Scott R. Sand's personal residence as an office for Mr. Sand and for storage
space. The rental on this facility is $1400 per month for about 1200 square feet
of office and storage space. We anticipate leasing a second office space in
fiscal year 2005.

ITEM 3. LEGAL PROCEEDINGS

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

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

None.


                                       15
<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

                               MARKET INFORMATION

Our common stock trades on the "Pink Sheets." The following table was supplied
to us by Pink Sheets management and sets forth the high and low prices for our
common stock as reported from June of 2003 to May 31 of 2004 (our last two
fiscal years). The quotations reflect inter-dealer prices and may not reflect
adjustments for retail markups, markdowns, or commissions and may not reflect
actual transactions.


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

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

NON-NASDAQ OTC:

BID QUOTATIONS

                                                   CLOSING BID
2002                       HIGH                                           LOW
----                       --------------------------------------------------

JUNE 3
THRU                       .003                                          .003
AUG. 30

SEPT. 3
THRU                       .003                                          .002
NOV. 29

DEC. 2
THRU                       .002                                          .001
FEB. 28, 2003


2003

MAR. 3
THRU                       .002                                          .002
MAY 30

JUNE 2
THRU                       .008                                          .002
AUG. 29

SEPT. 2
THRU                       .005                                          .005
NOV. 28

DEC. 1
THRU                       .285                                          .005
FEB. 27, 2004

2004

MAR. 1
THRU                       .27                                           .06
MAY 28


                                       16
<PAGE>

On May 31, 2004, there were approximately 455 stockholders of record of our
common stock. This number does not include beneficial owners of the common stock
whose shares may be held in the names of various dealers, clearing agencies,
banks, brokers and other fiduciaries.

We did not pay dividends during our fiscal year 2004.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and (planned for) abroad. We have three products,
one of which has had sales in the last fiscal year (Secure
Balance). The others are oxygen and gas monitoring safety devices that we
have developed over the last few years and expect to begin selling in calendar
year 2006.

We had sales revenues of $901,542 in 2004 and no sales in fiscal year 2003. We
expect sales to continue for our current fiscal year and beyond as we build our
Secure Balance brand recognition in the market and intensify our efforts for
market penetration.

We have had significant losses since inception. Our net loss in fiscal year 2004
was $951,101 and in 2003 was $537,863. We anticipate that we will incur
substantial additional operating losses in our fiscal year 2005 as we continue
our research and development of our BAFI(TM) product line and continue to seek
an increase in Secure Balance sales. As of May 31, 2004, we had an
accumulated deficit of approximately $6,258,136. We
expect to narrow the amount of increase in our accumulated deficit in 2005.

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

Our business plan for the next twelve months is to continue our efforts to
increase the market share Secure Balance and to continue development of
our BAFI(TM) product line.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our 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


                                       17
<PAGE>

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

ALLOCATION OF COSTS

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

OFF-BALANCE SHEET ARRANGEMENTS

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

RESULTS OF OPERATIONS

We had $901,542 in sales and $491,033 cost of sales in fiscal year 2004. We had
no sales in fiscal year 2003 and operating expenses of $148,415. Our research
and development costs for our BAFI(TM) product line will continue to take
precedence into fiscal year 2005. Taking into account amortization of intangible
assets ($9964 in 2004), our operating loss was $937,943. We expect our operating
costs to diminish in fiscal year 2005 as we scale down our BAFI(TM) research and
development costs

We have not generated profits to date and therefore have not paid any federal
income taxes since inception. We paid $800 minimum franchise tax in California
in 2004. As of May 31, 2004, our federal tax net operating loss
carryforward was $1,099,516, which will begin to expire in
2019, if not utilized. Our ability to utilize our net operating loss and tax
credit carryforwards may become subject to limitation in the event of a change
in ownership.

LIQUIDITY AND CAPITAL RESOURCES

We financed our operations in fiscal year 2004 through $901,542 of sales of
Secure Balance. In years past, prior to the commencement of Secure Balance
sales, we relied on loans and deferments from our CEO and Chairman Scott R. Sand
and the aforementioned approximate $300,000 investment of Mr. Gleckman. From
June 10, 1999 to March 31, 2004, Mr. Sand provided "Ingen Nevada," and then
"Ingen Georgia" (after our reverse merger; for a short period of time) with a
total of $72,000 in cash loans and $360,000 in deferred executive compensation.
Mr. Sand drew $54,000 in compensation over this time period. We repaid Mr. Sand
$33,649 in 2004.


                                       18
<PAGE>

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

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

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

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

We have been developing our BAFI(TM) product line since 1999. Now, some 5 years
later, we still have not identified competition in the marketplace for our
BAFI(TM) product line. The lack of competition is expected to enhance our
planned marketing campaign.

We believe that Secure Balance is now among the leaders in the balance and
fall prevention industry. We expect to be able to capitalize on this notoriety
and increase our Secure Balance sales in fiscal year 2005 and beyond.

Negative Trends:

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

SEASONAL ASPECTS THAT EFFECT MAY IMPACT OUR MEDICAL MARKET

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

OUR SECURE BALANCE LEASING AND FINANCING PROGRAMS

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

NEW EMPLOYEES

We do note anticipate hiring employees over the next twelve months.

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).


                                       19
<PAGE>

                                 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, 2004, we have incurred total accumulated losses of
$6,258,136. We expect these losses to continue and it is uncertain when, if
ever, we will become profitable. These losses have resulted principally from
costs incurred in research and development and from general and administrative
costs associated with operations. We expect to incur increasing operating losses
in the future as a result of expenses associated with research and product
development as well as general and administrative costs. Even if we do achieve
profitability, we may not be able to sustain or increase profitability on a
quarterly or annual basis.

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

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

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

         o    our progress with research and development;

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

         o    cost of continuing operations and sales;

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

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

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

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


                                       20
<PAGE>

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

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

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

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

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

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

         o    are safe and effective;

         o    are protected from competition by others;

         o    do not infringe the intellectual property rights of others;

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

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

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

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

Collaborative agreements generally pose the following risks:

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

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


                                       21
<PAGE>

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

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

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

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

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

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 (or using the
SportKat name). Only time will tell if the non-exclusive nature of the provision
of the devices themselves to us negatively impacts our ability to capture a
meaningful market share. If our sales of Secure Balance suffer because of
this non-exclusive relationship, our financial prospects and operational results
will be negatively impacted.

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

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

WE DO NOT HAVE INTERNATIONAL PATENTS.

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

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.


                                       22
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       23
<PAGE>

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.

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

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

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 .001 and as high as .285. Both volume and price could also be subject to wide
fluctuations in response to various factors, many of which are beyond our
control, including:

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

         o    announcements of technological innovations by us or our
              competitors;

         o    developments or disputes concerning patent or proprietary rights;
              and

         o    general market perception of medical device and provider
              companies.

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

As of May 31, 2004, our executive officers, directors and their affiliates
beneficially own or control approximately 20% of the outstanding shares of
our common stock. Accordingly, our current executive officers, directors and
their affiliates will have some control over the outcome of corporate actions
requiring stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or any other
significant corporate transactions. These stockholders may also delay or prevent
a change of control of us, even if such a change of control would benefit our
other stockholders. The concentration of stock ownership may adversely affect
the trading price of our common stock due to investors' perception that
conflicts of interest may exist or arise.

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

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

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

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

ITEM 7. FINANCIAL STATEMENTS

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


                                       24
<PAGE>

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

None.

ITEM 8a. CONTROLS AND PROCEDURES

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

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

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

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


                                       25
<PAGE>

                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

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

Scott R. Sand           45        Chairman, Chief Executive Officer and Director

Thomas J. Neavitt       73        Secretary and Chief Financial Officer

KHOO Yong Sin           40        Director

Christopher A. Wirth    49        Director

Curt A. Miedema         47        Director

Christopher Evans       unknown*  Director

* Mr. Evans was a Director of the company during fiscal year 2005. He was
removed as a Director by resolution of the Board of Directors on September 13,
2005 after it was discovered that Mr. Evans, an attorney, was disbarred by the
State of Virginia in 2002. The company has had no contact with Mr. Evans since
his removal as a Director and does not know his age. Mr. Evans will not be
signing this Form 10-KSB.

SIGNIFICANT EMPLOYEES

None.

OUR OFFICERS AND DIRECTORS:

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

THOMAS J. NEAVITT, SECRETARY AND CHAIRMAN: Thomas J. Neavitt has held a variety
of executive level positions for product and service based corporations over the
last 40 years. Mr. Neavitt's experience includes finance, marketing, business
development, sales, and collections. Additionally, Mr. Neavitt has experience in
real estate as both a broker and developer. Mr. Neavitt served in the U.S. Navy.
Mr. Neavitt left the Navy and became President and CEO of Penn-Akron Corporation
and its wholly owned subsidiary Eagle Lock Corporation. He was instrumental in
the successful acquisition of this company. Mr. Neavitt also served as President
of TR-3 Chemical Corporation for nearly 20 years who sold products throughout
the U.S. and some foreign countries. Tom now serves as a consultant to various
corporations throughout the country. Mr. Neavitt has been President of AmTech
Corporation, which manufactures stabilizing systems, for the past 4 years.


                                       26
<PAGE>

KHOO YONG SIN, DIRECTOR: KHOO Yong Sin lives in Singapore. He worked as an
engineer for 11 years and a further 4 years in managing a portfolio of business
assets. He has extensive experience as a logistics systems engineer in the
military and retail engineering with the oil major, Shell. In addition, he has
significant experience in the area of mergers & acquisitions. In 1984, he was
awarded a scholarship by the Singapore government to pursue electrical
engineering at the University of Queensland, Australia. In the area of
information technology, he was responsible for managing Shell Singapore's y2k
project for the marketing function. Another IT pioneering effort was the use of
artificial intelligence to develop diagnostic tools for maintenance support for
the Army's radar systems. His current business interests are focused in the
areas of biomedical and environmental technologies. He has a Bachelor's Degree
in Electrical Engineering from the University of Queensland.

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

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

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


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers, directors
and persons who own more than 10% of a class of the our securities registered
under Section 12(g) of the Exchange Act to file reports of ownership and changes
in ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. We have not filed periodic reporting with the SEC since 1998.
We have not received such forms from any such person, however, we expect to
receive them within a short period of time after the filing of this Form 10-KSB
on EDGAR and intend to file a Form 8-K to notify the public as to when such
forms were received.


                                       27
<PAGE>

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF DIRECTORS

Our Directors are paid $500 for each Directors meeting that is actually held (as
opposed to actions taken by our Board of Directors by Resolution and Waiver of
Notice and Consent to Action Taken at a special Board of Directors' meeting).
Our Directors were not paid fees in fiscal year 2004.

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth the annual and other compensation paid by our
company to Scott R. Sand, the only member of our management paid monthly
compensation since our merger in March of 2004.

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

                                                                                               Long-Term
                                                              Annual Compensation             Compensation
                                                              -------------------             ------------
                                                                                               Securities
Name and Principal Position                   Year         Draw                Bonus        Underlying Options
---------------------------                   ----         ----                -----        ------------------
<S>                                           <C>           <C>                 <C>                <C>
Scott R. Sand, Chairman and Chief             2004          -0-                 -0-                -0-
    Executive Officer (2)                     2003          -0-                 -0-
</TABLE>

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

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

There were no options granted to executive officers or directors during fiscal
year 2004. We do not have any stock appreciation rights plans in effect and we
have no long-term incentive plans, as those terms are defined in SEC
regulations. We have no defined benefit or actuarial plans covering any named
executive officer.


                                       28
<PAGE>

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

EQUITY COMPENSATION PLAN INFORMATION

We do not have any equity compensation plans in effect.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

COMMON SHARES

The following table sets forth certain information regarding the ownership of
our common stock as of May 31, 2004, by: (i) each director; (ii) each person who
is known to us to be the beneficial owner of more than five percent of our
outstanding common stock; (iii) each of our executive officers named in the
Summary Compensation Table; and (iv) all our current executive officers and
directors of as a group. Except as otherwise indicated in the footnotes, all
information with respect to share ownership and voting and investment power has
been furnished to us by the persons listed. Except as otherwise indicated in the
footnotes, each person listed has sole voting power with respect to the shares
shown as beneficially owned.

Please note that the number of shares beneficially owned in the second column
below and percentages listed in the third column below are based on a total
number of outstanding common shares of 87,332,593 and not 12,864,593. Although,
technically, our transfer agent showed 12,864,593 outstanding common shares of
record as of May 31, 2004, the total effect of our merger of March of 2004 on
our capital structure was not finally calculated by the transfer agent until
June of 2004 (after the end of our fiscal year). At that point in time, there
were 87,332,593 common shares outstanding (the figure we've chosen to use as the
basis for disclosing the number of shares owned and percent of class below).

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

Scott R. Sand                           13,000,000                14.89%

Thomas Neavitt                          750,000*                  0.858%

KHOO YONG SIN                           200,000*                  0.229%

Christopher A. Wirth                    1,200,000*                1.374%

Curt A. Miedema                         850,000*                  0.973%

Christopher Evans                       1,500,000                 1.718%

All officers and directors as a
 group (6 in number)                    17,500,000                20.038%

* Less than one percent.

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

(2) Unless otherwise indicated in the footnotes to this table and subject to
community property laws where applicable, we believe that each of the
stockholders named in this table has sole voting and investment power with
respect to the shares indicated as beneficially owned. Applicable percentages
are based on 87,332,593 shares outstanding in June of 2004, rather than the
shares outstanding on May 31, 2004 (as explained in the sentence immediately
preceding the table above), adjusted as required by rules promulgated by the
Commission.


                                       29
<PAGE>

CHANGES IN CONTROL

We had no changes in control during our fiscal year 2004.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of the end of our fiscal year (May 31, 2004), our CEO and Chairman, Scott R.
Sand, was owed $276,181 by the company. These are amounts loaned to
us or deferred compensation by Mr. Sand. There are no written loan agreements,
promissory notes or debt obligations evidencing this debt and the terms of
repayment to Mr. Sand. Annual interest of 6% is paid on the outstanding loan
balance, which is due upon the availability of company funds, but no sooner than
June 1, 2006. See Note 8 of the attached audited financial statements for
information concerning the debt owed to Mr. Sand by the company.


ITEM 13. EXHIBITS (All Exhibits have been properly signed by the parties.
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
                filed November 7, 2005).

      3.1       Certificate of Incorporation filed with the Georgia Secretary of
                State, effective April 10, 1998; Articles of Incorporation of
                Creative Recycling Technologies, Inc. and other documents
                including merger agreement of Creative Recycling Technologies,
                Inc. and Classic Restaurants, Inc.**

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

      4.1       Specimen of Ingen Technologies, Inc. common stock certificate
                (incorporated by reference to registrant's Form 10-KSB filed
                November 7, 2005).

      10.1      Exclusive Licensing Agreements (BAFI patents) between Ingen
                Technologies, Inc. and Francis and Bettie McDermott, dated June
                24, 1999.*

      11.1      Statement re: Computation of per share earnings(contained within
                Note 6 of the within audited financial statements).

      23.1      Consent of Spector & Wong, LLP (incorporated by reference to
                registrant's Form 10-KSB filed November 7, 2005).

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

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

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

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

      99.1      United States Patent Number 6,137,417, issued October 24, 2000
                (incorporated by reference to registrant's Form 10-KSB filed on
                November 7, 2005).

      99.2      United States Patent Number 6,326,896, issued December 4, 2001
                (incorporated by reference to registrant's Form 10-KSB filed on
                November 7, 2005).

* filed herewith
**  will be filed by amendment as soon as it is available


                                       30
<PAGE>

ITEM 14. INDEPENDENT AUDITOR'S FEES AND SERVICES

The following table summarizes the aggregate fees billed to the company by
Spector & Wong, LLP, our independent auditor, for the audit of our annual
financial statements for the fiscal year ended May 31, 2004
and fees billed for other services rendered by Spector and Wong, LLP during
this period.

Type of Fee                          2004
-----------                          ----
Audit Fees (1)                       $25,000
Tax Fees (2)                         $1500
Total                                $26,500

(1) Fees for audit services billed in 2004 consisted of the aggregate
fees paid by us for the fiscal years indicated for professional services
rendered by Spector & Wong, LLP for the audit of our annual financial statements
and review of financial statements included in our reports on Form 10-KSB.

(2) Fees for tax services billed in 2004 consisted of the fiscal year
indicated for professional services rendered by Spector & Wong, LLP for tax
compliance. Tax compliance services are rendered based on facts already in
existence or transactions that have already occurred to document, compute and
obtain governmental approval for amounts to be included in tax filings and
consisted of: federal and state income tax return assistance.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

We do not have an audit committee.


                                       31
<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 30, 2005

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

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


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

/s/ Scott R. Sand                      Chief Executive Officer and            November 30, 2005
----------------------------------     Chairman
Scott R. Sand


/s/ Thomas J. Neavitt                  Secretary and Chief Financial          November 30, 2005
----------------------------------     Officer
Thomas J. Neavitt


/s/ KHOO Yong Sin                      Director                               November 30, 2005
----------------------------------
KHOO Yong Sin


/s/ Christopher A. Wirth               Director                               November 30, 2005
----------------------------------
Christopher A. Wirth


/s/ Curt A. Miedema                    Director                               November 30, 2005
----------------------------------
Curt A. Miedema
</TABLE>


                                       32
<PAGE>


                            INGEN TECHNOLOGIES, INC.

                                  AUDIT REPORT

                              FOR THE YEARS ENDED
                             MAY 31, 2005 AND 2004




<PAGE>

HAROLD Y. SPECTOR, CPA          SPECTOR & WONG, LLP         80 SOUTH LAKE AVENUE
CAROL S. WONG, CPA          Certified Public Accountants    SUITE  723
                                  (888) 584-5577            PASADENA, CA 91101
                               FAX (626) 584-6447


             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, 2005 and 2004, and the related
statements of operations, changes in stockholders' deficit, and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 positions of Ingen Technologies
Inc. and subsidiary as of May 31, 2005 and 2004, and the results of its
operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

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

/s/ Harold Spector, CPA

Spector and Wong, LLP
Pasadena, California
November 2, 2005


                                      F-1
<PAGE>
<TABLE>
<S>             <C>
INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

BALANCE SHEET
-------------------------------------------------------------------------------------------


AS OF MAY 31,                                                      2005            2004
                                                                 -----------    -----------

                                             ASSETS
Current Assets
   Cash                                                          $    17,727    $    34,553
                                                                 -----------    -----------
      Total current assets                                            17,727         34,553
                                                                 -----------    -----------

Property and equipment, net of accumulated depreciation
   of $80,411 and $62,414 for 2005 and 2004, respectively             24,927         35,424

Other assets
   Patents, net of accumulated amortization of  $36 and
       $9,964 for 2005 and 2004, respectively                             --         16,941
                                                                 -----------    -----------
      Total other assets                                                  --         16,941
                                                                 -----------    -----------

    TOTAL ASSETS                                                 $    42,654    $    86,918
                                                                 ===========    ===========

                             LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                               $        --    $    20,000
  Accrued expenses                                                   386,530        473,160
  Litigation reserve                                                 143,500        143,500
                                                                 -----------    -----------
    Total current liabilities                                        530,030        636,660
                                                                 -----------    -----------

Long-term Liabilities
  Notes Payable                                                       25,000         25,000
  Officers' loans                                                    102,802        276,181
                                                                 -----------    -----------
    Total long-term liabilities                                      127,802        301,181
                                                                 -----------    -----------

Stockholders' deficit
  Preferred stock, no par value, 37,000,000 authorized
     shares, issued and outstanding 36,900,000 and zero
     for 2005 and 2004, respectively                                 369,000             --
  Series A preferred stock, no par value, 3,000,000 authorized
     shares, issued and outstanding 3,000,000 and zero
     for 2005 and 2004, respectively                                  30,000             --
  Common stock, no par value, authorized 500,000,000 shares;
     issued and outstanding 127,287,593 and 12,864,593
     for 2005 and 2004,  respectively                              5,551,213      5,407,213
  Accumulated deficit                                             (6,565,391)    (6,258,136)
                                                                 -----------    -----------
    Total stockholders deficit                                      (615,178)      (850,923)
                                                                 -----------    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS'  DEFICIT                 $    42,654    $    86,918
                                                                 ===========    ===========


See notes to financial statements

                                      F-2
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------


FOR THE YEARS ENDED MAY 31,                           2005              2004
                                                   ------------    ------------
Sales                                              $    794,314    $    901,542

Cost of sales                                           296,565         491,033
                                                   ------------    ------------

  GROSS PROFIT                                          497,749         410,509

Selling, general and administrative expenses            770,692       1,338,488
Amortization of intangible assets                            36           9,964
Impairment loss                                          16,905              --
                                                   ------------    ------------

  OPERATING LOSS                                       (289,884)       (937,943)
                                                   ------------    ------------

Other (expenses):
  Interest Expenses                                     (16,571)        (12,358)
                                                   ------------    ------------

   NET LOSS BEFORE TAXES                               (306,455)       (950,301)

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

NET LOSS                                           $   (307,255)   $   (951,101)
                                                   ============    ============

Basic and diluted net loss per share               $      (0.00)   $      (0.06)
                                                   ============    ============

Weighted average number of common shares             88,212,343      15,011,003


See notes to financial statements


                                      F-3
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
------------------------------------------------------------------------------------------------------------------------------------


                          Preferred Stock         Series A Preferred Stock         Common Stock
                      ------------------------     -----------------------   -------------------------   Accumulated
                        Shares       Amount          Shares       Amount        Shares        Amount       Deficit         Total
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
Balance at May
  31, 2003                    --            --            --            --       776,000   $     7,760   $  (539,235)   $  (531,475)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------

Conversion to
  accrual from
  cash                        --            --            --            --            --            --    (4,767,800)    (4,767,800)

Issuance of
  common stock for
  Compensation
  expense                     --            --            --            --    12,088,593     5,399,453            --      5,399,453

Net loss                      --            --            --            --            --            --      (951,101)      (951,101)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
Balance at May
  31, 2004                    --            --            --            --    12,864,593   $ 5,407,213   $(6,258,136)   $  (850,923)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------

Issuance of
  preferred stock
  Compensation
  expense             36,900,000   $   369,000     3,000,000   $    30,000            --            --            --        369,000

Issuance of
  common stock                --            --            --            --   114,423,000       144,000            --        144,000

Net loss                      --            --            --            --            --            --      (307,255)      (307,255)
                      ----------   -----------     ---------   -----------   -----------   -----------   -----------    -----------
BALANCE AT MAY
  31, 2005            36,900,000   $   369,000     3,000,000   $    30,000   127,287,593   $ 5,551,213   $(6,565,391)   $  (645,178)
                      ==========   ===========     =========   ===========   ===========   ===========   ===========    ===========

See notes to financial statements


                                                              F-4
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------


FOR THE YEARS ENDED MAY 31,                                2005          2004
                                                         ---------    ---------
CASH FLOW FROM OPERATING ACTIVITIES:
  Net Loss                                               $(307,255)   $(951,101)
  Adjustments to Reconcile Net Loss to
   Net Cash Used in Operations:
     Stock Issued for Services                             399,000      309,412
     Depreciation and Amortization                          10,533        2,408
     Patents, Net                                               --        2,094
     Loss on impairment of patents                          16,905           --
  Increase (Decrease) in:
     Accounts Payable                                      (20,000)      20,000
     Accrued Expenses                                      (86,630)     473,160
     Litigation reserve                                         --      143,500
                                                         ---------    ---------
  NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES          12,553         (527)
                                                         ---------    ---------

CASH FLOW FROM INVESTING ACTIVITIES
                                                         ---------    ---------
  NET CASH USED IN INVESTING ACTIVITIES                         --           --
                                                         ---------    ---------

CASH FLOW FROM FINANCING ACTIVITIES:
  Repayment for Officer's loan                            (173,379)     (33,649)
  Proceeds from Issuance of Common Stock                   144,000       50,000
                                                         ---------    ---------
  NET CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES    (29,379)      16,351
                                                         ---------    ---------

    NET INCREASE (DECREASE) INCREASE IN CASH               (16,826)      15,824

Cash Balance at Beginning of Period                         34,553       18,729
                                                         ---------    ---------

CASH BALANCE AT END OF PERIOD                            $  17,727    $  34,553
                                                         =========    =========

Supplemental Disclosures of Cash Flow Information
     Interest Paid                                       $      --    $      --
     Taxes Paid                                          $     800    $   1,437

See notes to financial statements


                                      F-5
</TABLE>
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


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 on the
Pink Sheets under: IGTN. Ingen Technologies is a growth-oriented technology
company that offers a diverse and progressive services and products.

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

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

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

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


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

ACCOUNTS RECEIVABLE Management of the Company considers accounts receivable to
be fully collectible, accordingly, no allowance for doubtful accounts is
required. If amounts become uncollectible, they will be charged to operations
when that determination is made.

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.

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.


                                      F-6
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 estimated useful lives of the assets,
generally 5 to 39 years. Depreciation expense for year ended May 31, 2005 and
2004 was $80,411 and $62,414, respectively.

AMORTIZATION OF PATENT Patents are stated at cost and are amortized using the
straight-line method over its estimated useful, which is 15 years. Amortization
expense of the Patents for the year ended May 31, 2005 and2004 was $36 and
$9,964, 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.

NON-EMPLOYEES EQUITY TRANSACTIONS The Company accounts for stock issued to
non-employees in accordance with the provisions of Statement of Financial
Accounting Standards (SFAS) No. 123 and the Emerging Issues Task Force (EITF)
Issue No. 00-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring, or in Conjunction with Selling, Goods or
Services." SFAS No. 123 states that equity instruments that are issued in
exchange for the receipt of goods or services should be measured at the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable. Under the guidance in Issue
00-18, the measurement date occurs as of the earlier of (a) the date at which a
performance commitment is reached or (b) absent a performance commitment, the
date at which the performance necessary to earn the equity instruments is
complete (that is, the vesting date).

INCOME (LOSS) PER COMMON SHARE The Company accounts for income (loss) per share
in accordance with SFAS No. 128, "Earnings Per Share." SFAS No. 128 requires
that presentation of basic and diluted earnings per share for entities with
complex capital structures. Basic earnings per share includes no dilution and is
computed by dividing net income (loss) available to common stockholders by the
weighted average number of common stock outstanding for the period. Diluted
earnings per share reflects the potential dilution of securities that could
share in the earnings of an entity. Diluted net loss per common share does not
differ from basic net loss per common share since potential shares of common
stock from the conversion of preferred stock are anti-dilutive for the period
presented.

NEW ACCOUNTING STANDARDS In January 2003, the FASB issued Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of Accounting
Research Bulletin No. 51. Interpretation 46 establishes accounting guidance for
consolidation of variable interest entities that function to support the
activities of the primary beneficiary. Interpretation 46 applies to any business
enterprise, both public and private, that has a controlling interest,
contractual relationship or other business relationship with a variable interest
entity. The Company currently has no contractual relationship or other business
relationship with a variable interest entity and therefore the adoption did not
have an effect on its financial position or results of operations. However, if
the Company enters into any such arrangement with a variable interest entity in
the future, its financial position or results of operations may be adversely
impacted.


                                      F-7
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In April 2003, the FASB issued Statement of SFAS No. 149, "Amendment of
Statement 133 on Derivative Instruments and Hedging Activities," which is
generally effective for contracts entered into or modified after June 30, 2003
and for hedging relationships designated after June 30, 2003. SFAS No. 149
clarifies under what circumstances a contract with an initial net investment
meets the characteristic of a derivative as discussed in SFAS No. 133, clarifies
when a derivative contains a financing component, amends the definition of an
"underlying" to conform it to the language used in FASB Interpretation No. 45,
"Guarantor Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" and amends certain other existing
pronouncements. The Company does not have any derivative financial instruments.
The Company does not anticipate that the adoption of SFAS No. 149 will have an
impact on its balance sheets or statements of operations and cash flows.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This Statement
requires that certain instruments that were previously classified as equity on
the Company's statement of financial position now be classified as liabilities.
The Statement is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. The Company currently has no
instruments impacted by the adoption of this statement and therefore the
adoption did not have an effect on the Company's financial position, results of
operations or cash flows.

In December 2003, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132 amends SFAS No. 87,
88, and 106, "Employers' Accounting for Pensions," "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," and "Employers' Accounting for Postretirement Benefits
other than Pensions," to require additional disclosures to those in the original
Statement 132 about the assets, obligations, cash flows and net periodic benefit
cost of defined benefit pension plans and other defined benefit postretirement
plans. The required information should be provided separately for pension plans
and for other postretirement benefit plans. The Company does not have any
pensions and other postretirement benefits. The Company does not anticipate that
the adoption of SFAS No. 132 will have material impact on its balance sheet or
statements of operations and 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 financial statements of the Company.


                                      F-8
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 2004, the FASB issued a revision to SFAS No. 123R, "Accounting for
Stock Based Compensations." This statement supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related implementation
guidance. This statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs liabilities
in exchange for goods or services that are based on the fair value of the
entity's equity instruments or that may be settled by the issuance of those
equity instruments. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. This statement does not change the accounting guidance for share
based payment transactions with parties other than employees provided in SFAS
No. 123. This statement does not address the accounting for employee share
ownership plans, which are subject to AICPA Statement of Position 93-6,
"Employers' Accounting for Employee Stock Ownership Plans." The Company has not
yet determined the impact to its financial statements from the adoption of this
statement.

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 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 enough money 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 important employees, and the loss
of any of those employees may harm the Company's business.

The company incurred a loss of $307,255 and $951,101 for the years ended May 31,
2005 and 2004, and as of that date, had an accumulated deficit of $6,565,391 and
$6,258,136, respectively.


                                      F-9
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 4 - ACCRUED EXPENSES

Accrued expenses at May 31, 2005 and 2004 consist of:

                                                           2005           2004
                                                         --------       --------
       Accrued officer's compensation                    $356,000       $460,000
       Accrued interest expense                            28,930         12,360
       Accrued taxes                                        1,600            800
                                                         --------       --------
                Total                                    $386,530       $473,160
                                                         ========       ========

NOTE 5 - INCOME TAXES

Provision for income tax for the years ended May 31, 2005 and 2004 consisted of
$800 minimum state franchise tax per year.

As of May 31, 2005 and 2004, the Company has net operating loss carryforwards,
approximately, of $1,406,771 and $1,099,516, respectively, to reduce future
federal and state taxable income. To the extent not utilized, the carryforwards
will begin to expire through 2025. The Company's ability to utilize its net
operating loss carryforwards is uncertain and thus a valuation reserve has been
provided against the Company's net deferred tax assets. A valuation allowance is
recorded for the full amount of deferred tax assets of approximately $602,098and
$470,593, for the years ended May 31, 2005 and 2004, respectively, which relates
to these loss carryforwards, since future profits are indeterminable.


NOTE 6 - NET LOSS PER SHARE

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

                                                 May 31, 2005      MAY 31, 2004
                                                 ------------      ------------
Numerator:
  Net Loss                                       $   (307,255)     $   (951,101)
                                                 ------------      ------------
Denominator:
  Weighted Average Number of Shares                88,212,343        15,011,003
                                                 ------------      ------------

Net loss per share-Basic and Diluted             $      (0.00)     $      (0.06)


                                      F-10
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


NOTE 7 - 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 8 - RELATED PARTY TRANSACTIONS

The Company had notes payable to a related party in the amounts of $102,802 and
$276,181 as of May 31, 2005 and 2004, respectively. The interest rate on the
loan is 6% and due upon working capital availability, but no sooner than June 1,
2006. The related accrued interest is $28,930 and $12,360 as of May 31, 2005 and
2004, respectively.

As of May 31, 2005 and 2004, there is a note payable to a related party for the
amount of $25,000 with zero interest.

As of May 31, 2005, an officer of the Company had 26,600,000 shares of
unclassified preferred stock and 3,000,000 shares of Series A preferred stock as
compensation.


NOTE 9 - LEASE OBLIGATION

The Company leases its corporate office under an unsecured lease agreement which
expires in April 1, 2008. As of May 31, 2005, the remaining lease obligation is
as follows:

                           Year Ending                  Lease
                             May 31,                 Obligation
                       ------------------------------------------
                              2006                  $      9,300
                              2007                         9,300
                              2008                         7,750
                                                    -------------
                                                    $     26,350
                                                    =============


NOTE 10 - INTANGIBLE ASSETS

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


NOTE 11 - 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, 2004.


                                      F-11
<PAGE>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS
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NOTE 12 - 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 13 - PREFERRED STOCK

The Company is authorized to issue 40,000,000 shares of no par value preferred
stock. As of May 31, 2005 and 2004, the Company had zero and 39,900,000 shares
of preferred stock issued and outstanding, respectively. No dividends shall
accrue or be payable on the preferred stocks. On February 2005, the Company
designated 3,000,000 of the shares of preferred stock as "Series A Preferred
Stock". As of May 31, 2005, all 3,000,000 shares of Series A preferred stock
were issued and outstanding. 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 15 votes. 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 10 shares 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.


NOTE 14 - SUBSEQUENT EVENTS

October 31, 2005, the Company held a special shareholder meeting and approved to
reduce the number of authorized common shares to 100 million, 40 to 1 reverse
split of all issued common shares, and 3 to 1 reverse split of all preferred
shares.


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