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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, 2007

                       Commission File Number 000-28704

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

             Georgia                                          84-1122431
             -------                                          ----------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

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

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

        SECURITIES REGISTERED 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 is not required to file reports pursuant to Section 13
or Section 15(d) of the Act. Yes [ ] No [X]

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

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

The Registrant had revenues of $720,678 for its most recent fiscal year.

As of July 31, 2007, the aggregate market value of the shares of common stock of
the registrant held by non-affiliates was $2,193,227, based on the closing price
of $0.07 per share for the common stock as quoted on that date.*

The number of shares of Common Stock, no par value, outstanding on July 31,
2007, was 39,747,110.

* Excludes 8,414,800 shares of Common Stock held by executive officers,
directors and stockholders whose ownership exceeds 5% of the Common Stock
outstanding on July 31, 2007. 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                                                          14
ITEM 3.   Legal Proceedings                                                   14
ITEM 4.   Submission of Matters to a Vote of Security Holders                 14

                                     PART II

ITEM 5.   Market for Common Equity and Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities         14
ITEM 6.   Management's Discussion and Analysis                                16
ITEM 7.   Financial Statements                                           26, F-1
ITEM 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                                 27
ITEM 8A.  Controls and Procedures                                             28
Item 8B.  Other Information

                                    PART III

ITEM 9.   Directors, Executive Officers, Promoters, Control Persons
             and Corporate Governance; Compliance with Section 16(a)
             of the Exchange Act                                              28
ITEM 10   Executive Compensation                                              30
ITEM 11.  Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  32
ITEM 12.  Certain Relationships and Related Transactions, and Director
             Independence                                                     32
ITEM 13.  Exhibits                                                            33
ITEM 14.  Principal Accountant Fees and Services                              36


                           FORWARD-LOOKING STATEMENTS

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

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                                     PART I

ITEM 1. BUSINESS

HISTORY

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

In March of 2004, we merged with a Nevada company, Ingen Technologies, Inc.
Ingen Technologies, Inc. survived as our subsidiary for the sole purpose of
operating our new business. However, we remained a Georgia corporation, with
completely new management and an active business plan in the medical devices
industry (operated by 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 corporation, Mr. Sand became the Chief
Executive Officer and Chairman of the Board of Directors, positions he maintains
today. Mr. Sand owns 2,925,000 shares of our common stock (approximately 8.3% of
the 35,247,110 common shares outstanding as of May 31, 2007) and he owns
approximately 72% of our issued preferred shares (11,942,627 of 16,578,991
shares) which vote on a one-vote-per-share basis along with our common shares.
As of May 31, 2007, Mr. Sand owned approximately 28.7% of our outstanding voting
shares.

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

We have not filed all of our required reports due under the Securities Exchange
Act of 1934. A Form 8-K which will include the audited financial statements of
Ingen Technologies, Inc. of Nevada from the merger in March 2004 is still is
required to be filed. The Company anticipates the filing of this report within a
month of the filing of this Form 10-KSB.

We made major adjustments to our capital structure toward the end of 2005. We
reduced the number of authorized common shares from 500 million to 100 million.
The number of authorized preferred shares remained unchanged at 40 million and
are designated as Series A Preferred Stock. Our shareholders authorized a
reverse split of common shares on a ratio of 40 into 1 on December 5, 2005;
thereby reducing the number of issued shares from 488,037,593 to 12,201,138. We
also reverse split our preferred shares on a ratio of 3 into 1, reducing our
issued preferred shares from 39.9 million to 13.3 million. Our preferred shares
are convertible into common shares on a 1 into 1 basis upon 65 days written
notice. Our preferred shares are entitled to vote on an equal footing with
common shares on all matters for which shareholder voting input is required. Our
common stock traded under the symbol "IGTN" until December 5, 2005 and after
December 8, 2005, under the trading symbol "IGTG."

We entered into agreements to issue up to $2,025,000 in convertible debentures
in the fiscal year ended May 31, 2007. We issued convertible debentures with a
total face value of $1,915,000 to a group of investors and warrants representing
the right to purchase 29,000,000 shares of common stock during the fiscal year
ended May 31, 2007. The remaining $110,000 in convertible debentures were issued
in June 2007. If all of the notes outstanding as of May 31, 2007 were converted
into common stock and all of the warrants were exercised, we would be required
to issue 124,750,000 shares of our common stock to the noteholders. Under the
Securities Purchase Agreement entered into on March 15, 2007, we are required to
increase our number of authorized common shares from 100 million to 500 million.
We have yet to authorize this increase.

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and abroad. All of our manufacturing is currently
subcontracted. We have four products, two of which are currently generating
revenues; Secure Balance(TM) and Oxyview(TM). Oxyview(TM) is part of our product
line for wireless, digital, low gas warning systems for pressurized gas
cylinders, known as BAFI(TM). The other oxygen and gas monitoring safety devices
in our BAFI product line that are still being developed are OxyAlert(TM) and
GasAlert(TM).

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GasAlert(TM) development is currently "on hold" and we do not intend to focus on
it until we have OxyAlert(TM) in a production and sales mode. We also have an
agri-business concept known as Pure Produce, which involves establishing
soil-less indoor farming facilities near population centers to grow food and
neutriceuticals.

More information is available about our company and products at our website at
www.ingen-tech.com. The information found on this website is not a part of, and
is not incorporated by reference into, this or any other report we file with or
furnish to the SEC.

I.    SECURE BALANCE(TM)

The Secure Balance(TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system. The vestibular
(referencing organs in the inner ear) function testing system is manufactured by
Interacoustics LTD. in Denmark and is referred to as the VNG. The balance
therapy system is manufactured by SportKAT(R), Inc. in San Diego, California.
SportKAT provides private-label testing and balance therapy systems to others.
However, we have our own trademark - Secure Balance(TM). Our Secure Balance(TM)
program provides equipment, education and training about balance and fall
prevention to physicians and clinicians worldwide. All of our company's sales in
the fiscal year ending May 31, 2006 ($846,783) and approximately 98% of our
sales in the fiscal year ended May 31, 2007 ($704,490 out of total sales of
$720,678) were sales of Secure Balance(TM).

SECURE BALANCE(TM) THERAPY TRAINER

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

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

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

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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.
The SportKat 4000 is designed for multiple applications within the medical and
athletic environments.

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. Each SportKat model may be classified into one of three categories:
portable, standard or computer assisted.

SECURE BALANCE(TM) VIDEO ENG VESTIBULAR FUNCTION TESTING

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

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

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

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

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

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

HEALTHCARE COMPLIANCE SERVICES

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

      o     CPT-Billing and ICD-9 Coding

      o     Proper and effective use of modifiers to ensure appropriate payment

      o     Audit requirements and Claims processing

      o     Testing qualifications and supervision requirements

      o     Strategies to minimize post-payment risk

      o     Documentation strategies to improve profitability

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EDUCATIONAL SERVICES AND SEMINARS

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

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

The company invented, patented, and produced the world's first (as known to
management) wireless, digital, low gas warning system for pressurized gas
cylinders, known as BAFI(TM). Applicable markets include medical, safety &
protection (Fire & Police), aircraft (commercial & private), recreation vehicle
& outdoor (propane), home & residential, construction (welding), military & many
others. The Company's BAFI (TM) line includes Oxyview (TM), which is currently
being produced and sold, OxyAlert (TM) (currently awaiting FDA approval for
commencement of production and marketing) and GasAlert (TM) (currently on hold).

Our Oxyview(TM) product went into production after FDA registration in October
of 2006. Our first sale of this product was on November 11, 2006. We have
launched a marketing campaign and have entered into agreements with several
distributors to sell Oxyview(TM) units. All manufacturing of Oxyview(TM) units
has been subcontracted with Accent Plastics. The Company is the registered
manufacturer of Oxyview(TM) and owns the tooling and molds on location at the
manufacturing plant of Accent Plastics, Inc. The Company placed its first order
with Accent on October 20, 2006. The Company's arrangement with Accent is solely
based on purchase orders from the Company and invoices from Accent at an agreed
price per unit.

Oxyview (TM), has a U.S. (as well as in the Peoples Republic of China, Japan and
Europe) patent and trademark pending, and is a pneumatic gauge that provides
visual safety warning of oxygen flow to hospitalized patients. This product is
designed to enhance the safety, assurance and accuracy of hospitalized patients
being administered oxygen from any source. Oxyview (TM) is a lightweight
pneumatic gauge that is attached to the oxygen tubing just below the neck. It
informs the nursing staff of oxygen flow rate near the patient. It is designed
to quickly inform the hospital staff of any leak or inaccuracy between the
delivery source and the patient.

We have filed for approval with the FDA to commence marketing of our
OxyAlert(TM) units. Upon approval of the FDA, we will begin marketing and sales
of OxyAlert(TM). The OxyAlert(TM) system is intended to be used in monitoring
oxygen intake pressure to a recipient of supplemental oxygen. The caregiver is
alerted when the oxygen level falls below a predetermined threshold. The
OxyAlert Receiver Monitor is an interface that provides the caregiver with
visual or audio signals notifying them of the low oxygen levels.

Both the Oxyview (TM) and OxyAlert (TM) products are low-oxygen safety warning
devices used on remote oxygen cylinders for patients, commercial aircraft,
military transport, and fire and safety equipment. OxyAlert(TM) technology
encompasses the use of digital sensing and RF frequency transfer so that care
givers can access a hand-held remote to monitor the actual oxygen level of any
oxygen cylinder at a reasonable distance.

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

We were issued two US Patents for our BAFI (TM) line: Patent No. 6,137,417
issued on October 24, 2000 and Patent No. 6,326,896 B1 issued on December 4,
2001. Oxyview has a patent pending. We do not have international patents but
have applied for patents in the Peoples Republic of China, Japan and Europe for
Oxyview.

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

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

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

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BUSINESS OPPORTUNITY

The Company is marketing Oxyview (TM) and intends to market OxyAlert(TM) 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 worldwide, who use oxygen. Each patient uses multiple oxygen
cylinders.

We believe the elderly population is increasing significantly, and therefore,
the market will continue to expand. Other markets for GasAlert(TM) include
millions of homes, barbeques, recreation vehicles, construction, military bases,
commercial and private aircrafts, and government facilities. There is no
recognized competition.

PROFESSIONAL PRODUCTS

In order to promote sales of its BAFI (TM) line, the Company has established
direct sales and marketing programs with manufacturer representatives, 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 representative
organizations for a regional sales network throughout North America, Asia and
Pacific Rim.

The Company is prepared to promote sales of our products in certain
international markets. 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 meeting the
applicable ISO standard. It is anticipated that the overseas market represents
50% of the world market for pressurized gas cylinders.

We believe that our clinical trials have shown the BAFI(TM) system to be 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

Our 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 $2
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.

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 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.

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THE MARKET

THE GAS INDUSTRY IN GENERAL

We believe that the gas supply business represents annual revenues of several
billion dollars and is mainly comprised of tank manufacturers, gauge & regulator
manufacturers, and gas suppliers. The Company's research has shown that the
identified markets would be interested in acquiring the BAFI(TM) system for
their applications. The physician market continues to have an interest in
providing BAFI(TM) units to their patients by means of assurance and safety.

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

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

PRICING

The Company plans to price the medical devices so that a 45-50% gross margin is
generated. The distributor price may likely be discounted from time to time
depending upon high volume commitments. We anticipate the retail cost of
OxyAlert(tm) will be in the $300-$400 range. GasAlert(TM)'s price has yet to be
determined, but will be considerably lower. Oxyview (TM) is initially being sold
at a retail price of $14.95.

SALES AND MARKETING

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

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

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
distributors to actively purchase the BAFI(TM) product line.

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

      2.    Retail Distribution

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

      3.    International Marketing Program

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

      4.    Direct Response Marketing Program

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

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

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

      5.    Independent Representative Network

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

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

                                       9


<Page>

      6.    Advertising & Promotion

The primary objective of the Company's advertising and promotional endeavors is
to establish the BAFI(TM) product line name and image as the top manufacturer of
leading-edge and 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 and
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.

We have identified two United States companies as potential competition in this
market. 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.

BAFI(TM) PRODUCT LINE PATENTS AND TRADEMARKS

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

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

PRODUCT LIABILITY

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

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

GOVERNMENT REGULATION

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

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

                                       10


<Page>

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

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

INTELLECTUAL PROPERTY

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

TRADEMARKS

1. Mark      OXYALERT (Block letters)

Ser./App. No. 78-609846

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

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing date: April 15, 2005

2. Mark      GASALERT (Block letters)

Ser./App. No. 78-609809

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

                                       11


<Page>

ELECTRONIC MONITORING AND ALARM SYSTEMS FOR PRESSURE LEVELS IN GAS CYLINDERS

Filing Date: April 15, 2005

3. Mark      SECURE BALANCE (Block letters)

Ser./App. No. 78-570158

Int'l Class 10 - Medical Apparatus Goods/Services

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

Filing date: February 17, 2005

4. Mark      BAFI

Ser./App. No. 75-873947

Registration No. 2406214

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

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.

                                       12


<Page>

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

MANUFACTURING

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

Our Secure Balance(TM) systems (the equipment) are sold to us for resale on a
"private label" basis, we have no part in the design or manufacture of the
systems. We hire sales representatives to sell Secure Balance(TM). These
representatives are paid on a contractual basis and are not technically our
employees. We have outsourced the manufacturing of our Oxyview(TM) product and
plan on doing the same with our OxyAlert (TM) and GasAlert(TM) products. We
currently sell the Oxyview (TM) product and will sell the other products
utilizing a distribution network that will not include the use of Company
employees.

III.  PURE PRODUCE

PURE PRODUCE - A DEVELOPING PRODUCT

We have an agreement in place with AgroWorx, Inc., a company affiliated with one
our directors, Christopher A. Wirth. This agreement relates to Pure Produce, an
AgroWorx line of plant products. We will work in concert with AgroWorx to
develop production facilities and market the products grown therein.

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

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

PLAN OF OPERATION FOR PURE PRODUCE

Our development plans for Pure Produce are currently suspended, pending the full
launch of our BAFI product line and additional funding.

The Pure Produce product is a research and development program. This program
uses hydroponics and aeroponics technology to grow various plants and herbs
without the use of soil, fertilizer and other chemicals. We anticipate entering
the nutriceutical and pharmaceutical markets over the next two years. We
estimate that the amount of funding required for the project is as much as $2
million to construct and operate our first Pure Produce facility.

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

We anticipate hiring staff to plant and grow the produce (one person per
facility), to maintain the premises (one person per facility), to sell the
produce (one person per facility, unless the facilities are near enough to each
other or share the same immediate market area). Temporary help will be hired
when the produce is planted and harvested. We anticipate hiring 3 full-time
employees to staff our first Pure Produce facility. One of our directors,
Christopher Wirth, is contemplated to be paid $3,000 per month as a consultant.

We will require additional capital and/or Pure Produce net earnings to construct
and operate more than one Pure Produce facility.

RESEARCH AND DEVELOPMENT

Over the last two fiscal years, we have not spent any amount on research and
development.

EMPLOYEES

Our wholly owned subsidiary currently has five full-time employees. Our company
is a holding company formed in Georgia that owns or has rights to certain
proprietary products and operates our business through our subsidiary, Ingen
Technologies, Inc., a Nevada company. Mr. Scott R. Sand, our CEO, Founder and
Chairman is employed under an employment agreement with the Company. This
agreement was effective as of September 21, 2006. Under its terms Mr. Sand is
entitled to $200,000 per year for a period of five years and 300,000 shares of
common stock per year. As of May 31, 2007, Mr. Sand is due $113,356 in accrued
and unpaid salary under his employment agreement.

                                       13


<Page>

ITEM 2. PROPERTIES

We do not own real property. We lease approximately 2,000 square feet of office
space in Yucaipa, California at a current rental rate of approximately $1,550
per month under the terms of two lease agreements (each for $775 per month). One
lease expires on April 1, 2008 and the second expires on December 31, 2009. We
also rent, on an oral month-to-month basis, a portion of our Chief Executive
Officer, Scott R. Sand's personal residence as a second office for Mr. Sand and
for storage space. The rental on this facility is $1,400 per month for about
1,200 square feet of office and storage space. These facilities are adequate for
our current requirements.

ITEM 3. LEGAL PROCEEDINGS

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

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

None.

                                     PART II

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

                               MARKET INFORMATION

Our common stock trades on the "Pink Sheets." Our common stock traded under the
symbol "IGTN" until December 5, 2005 and after December 8, 2005, under the
trading symbol "IGTG." The following table was supplied to us by Pink Sheets
management and sets forth the high and low prices for our common stock as
reported from June 1, 2005 to May 31, 2007, our last two fiscal years. The
quotations reflect inter-dealer prices without retail markups, markdowns, or
commissions and may not represent actual transactions. The prices prior to
December 5, 2005 have been adjusted for the forty to one reverse stock split.

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.


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


JUNE 1
THRU                                       1.64                         0.104
AUG. 31, 2005

SEPT 1
THRU                                       2.20                         0.136
NOV. 30, 2005

DEC. 1, 2005
THRU                                       0.27                          0.06
Feb. 28, 2006

MAR. 1, 2006
THRU
MAY 31, 2006                               0.44                         0.065

JUNE 1
THRU                                       0.13                          0.05
AUG. 31, 2006

SEPT 1
THRU                                       0.07                          0.03
NOV. 30, 2006

DEC. 1, 2006
THRU                                       0.07                          0.04
Feb. 28, 2007

MAR. 1
THRU
May 31, 2007                               0.06                          0.03


                                       14


<Page>

On May 31, 2007, there were 604 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 have never paid any dividends on our common stock and do not plan to pay
dividends on our common stock for the foreseeable future. We currently intend to
retain future earnings, if any, to finance operations, capital expenditures and
the expansion of our business.

EQUITY COMPENSATION PLANS

The following table sets forth as of May 31, 2007 compensation plans (including
individual compensation arrangements) under which equity securities of the
company are authorized for issuance:

Equity Compensation Plan Information

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

--------------------------------- --------------------------------- ----------------------------- ----------------------------------
Equity compensation plans
approved by security holders       0                                 0                             0

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

(1) We issued options to purchase 1,000,000 shares of Series A Preferred Stock
to Peter Wilke, our general counsel. The option price is $0.04 and the term is
five years.
(2) On January 22, 2007, we approved the January 2007 Non-Qualified Stock Plan
(the "Plan"). The purpose of the Plan is to compensate key employees, advisors,
service providers and consultants by issuing them shares of its common stock or
options to purchase shares of common stock in exchange for services rendered. We
authorized up to 20 million shares of our common stock and up to 8 million
shares of our preferred stock for issuance under the Plan.
(3) In November 2006, in connection with an agreement to purchase the rights of
Oxyview((TM)) from Francis McDermott, we agreed to issue Mr. McDermott options
to purchase 2,000,000 shares of common stock at an exercise price of $.06 per
share. The option will be issued only upon the sale of at least 1,000,000 units
of Oxyview((TM))and terminate five years thereafter.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended May 31, 2007, we sold the following securities without
registration under the Securities Act of 1933 in reliance on the exemption
contained in Section 4(2) and/or Regulation D promulgated thereunder. No general
solicitation or advertising was used in connection with the sale of the shares
and all shares were issued with a restrictive legend.

Common Stock

a)    In March 2007, we issued a total of 40,000 shares of its restricted common
      stock to three individuals and entities. The stock was issued for
      commissions on SecureBalance(TM) sales. We valued this stock at $0.05 per
      share, which was the closing price of the common stock on the date of
      issuance.

b)    In April 2007, we issued 10,000 shares of its restricted common stock to
      one entity. The stock was issued for commissions on SecureBalance(TM)
      sales. We valued this stock at $0.04 per share, which was the closing
      price of the common stock on the date of issuance.

                                       15


<Page>

c)    In May 2007, we issued 500,000 shares of its restricted common stock to
      Physical Rehabilitation Management Services, Inc. ("PRMS") as
      consideration for a distribution agreement entered into between PRMS and
      the Company. We valued this stock at $0.015 per share, which was 50% of
      the closing price of the common stock on the date of issuance.

d)    In May 2007, we issued 900,000 shares of its restricted common stock to
      its directors in lieu of director's fees. Each director received 100,000
      shares of common stock, with the exception of Scott Sand who received
      300,000 shares. This stock was valued at $0.03 per share, which was the
      closing price of the common stock on the date of issuance.

Preferred Stock

On May 23, 2007, the Company's CEO, Scott Sand converted $100,000 in debt
(comprised of $4,689 in unreimbursed expenses paid on behalf of the Company and
$95,311 in accrued salary) into 4,444,444 shares of the Company's Series A
Preferred Stock. The stock was valued at $0.0225 per share, which was 75% of the
trading price of the Company's common stock at the time of the issuance.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS

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

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and abroad. All of our manufacturing is currently
subcontracted. We have four products, two of which are currently generating
revenues (Secure Balance(TM) and Oxyview(TM)). The other oxygen and gas
monitoring safety devices in our BAFI product line that are still being
developed are OxyAlert(TM) and GasAlert(TM).

GasAlert(TM) development is currently "on hold" and we do not intend to focus on
it until we have Oxyview(tm) and OxyAlert(TM) in a production and sales mode. We
also have an agri-business concept known as Pure Produce, which involves
establishing soil-less indoor farming facilities near population centers to grow
food and neutriceuticals. Our development plans for Pure Produce are currently
suspended, pending the full launch of our BAFI product line and additional
funding.

Our Oxyview(TM) product went into production after FDA registration in October
of 2006. Our first sale of this product was on November 11, 2006. We have
launched a marketing campaign and have entered into agreements with several
distributors to sell Oxyview(TM) units. All manufacturing of Oxyview(TM) units
has been subcontracted with Accent Plastics. The Company is the registered
manufacturer of Oxyview(TM) and owns the tooling and molds on location at the
manufacturing plant of Accent Plastics, Inc. The Company placed its first order
with Accent on October 20, 2006. The Company's arrangement with Accent is solely
based on purchase orders from the Company and invoices from Accent at an agreed
price per unit.

We have filed for approval with the FDA to commence marketing of our
OxyAlert(TM) units. Upon approval of the FDA, we will begin marketing and sales
of OxyAlert(TM).

Our business plan is to continue our efforts to increase the market share for
Secure Balance(TM) and to continue with the world-wide sales of one of our
BAFI(TM) product lines, Oxyview(TM). We will also continue to develop
OxyAlert(TM) if funds allow. The marketing costs incurred to increase the sales
of Oxyview(TM) could be quite substantial.

We have had sales revenues in each of our last two fiscal years of $846,783 in
the year ended May 31, 2006 and $720,678 in the fiscal year ended May 31, 2007.
We anticipate reversing the slight downward trend in our sales figures by
continuing to build our Secure Balance(TM) brand recognition in the market and
intensify our efforts for market penetration. Further, with the launching of our
Oxyview (TM) product in November of 2006, we hope to increase sales of this
product.

                                       16


<Page>

We have had significant losses since inception. Our net loss for the past two
fiscal years ended May 31, 2007 and May 31, 2006 have been $5,061,482 and
$1,602,827, respectively. We anticipate that we will continue to incur
substantial additional operating losses in our fiscal year ending May 31, 2008
as we continue to develop our BAFI(TM) product line, begin manufacturing and
marketing of OxyAlert and continue to seek an increase in Secure Balance(TM)
sales.

As of May 31, 2007, we had an accumulated deficit of $13,561,471 (up from
$8,168,218 as of May 31, 2006).

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our audited,
consolidated financial statements. Certain of our policies require the
application of management judgment in making estimates and assumptions that
affect the amounts reported in the consolidated financial statements and
disclosures made in the accompanying notes. Those estimates and assumptions are
based on historical experience and various other factors deemed to be applicable
and reasonable under the circumstances. The use of judgment in determining such
estimates and assumptions is by nature, subject to a degree of uncertainty.
Accordingly, actual results could differ from the estimates made.

RESULTS OF OPERATIONS

We reported gross sales of $720,678 in the fiscal year ended May 31, 2007. Our
total sales fell 15% from sales of $846,783 in our fiscal year ended May 31,
2006. Our sales decrease was attributable to less sales of our Secure Balance
(TM) product. Our Secure Balance (TM) sales were $704,490 in the current fiscal
year, compared to $846,783 in the prior year. Management attributes the drop in
Secure Balance(TM) sales in comparison to a year ago to a change in billing
practices of Medicare. The government "changed" the rules, telling physicians
that they could not utilize the balance therapy equipment in their offices
without having a licensed physical therapist on hand while the equipment was in
use. Therefore, for a period of time, only physicians willing to bring physical
therapists into their offices were willing to purchase or lease Secure
Balance(TM). However, after an outcry from physicians, management has learned
that Medicare's decision has been reversed. It is management's understanding
that now Secure Balance(TM) can be utilized by physicians, in their offices
without the need to have a physical therapist present, as long as the use is
"incident" to their practices. As a result, Management expects Secure
Balance(TM) sales to increase. Further, our sales of Oxyview (TM) are
anticipated to increase from current levels of $5,695 as we expand sales
channels. We also reported $10,492 in freight charges that we collected and
recorded as income in the fiscal year ended May 31, 2007.

Our cost of sales was $452,100 in the fiscal year ended May 31, 2007 and our
gross profit was $268,578 (a gross margin of 37.3%). We reported cost of sales
of $301,118 in the fiscal year ended May 31, 2006 with a gross profit of
$545,665 (a gross margin of 64.4%). The large difference in the gross margin
from the current fiscal year compared to the prior year is primarily related to
a change in accounting treatment of commissions and other direct cost of sales
(including costs by the Company to install Secure Balance (TM) units and to
train the customers to use the machine). All of these costs allocated to cost of
sales are contractual obligations of the Company directly related to the sale of
the Secure Balance (TM) units. The Company would have reported total cost of
sales of $540,231 in the fiscal year ended May 31, 2006 had the Company utilized
this same accounting treatment for its commissions and other related expenses
now classified as costs of sales. This would have resulted in a gross profit of
$306,552 and a gross margin of 36.2%, nearly the same as the gross margin in the
fiscal year ended May 31, 2007.

Our selling, general and administrative expenses were $1,882,221 in the fiscal
year ended May 31, 2007. This was a decrease of approximately 12.2% from the
selling, general and administrative expenses of $2,143,840 reported in the
fiscal year ended May 31, 2006. With the adjustment for the change in cost of
sales discussed above, the selling, general and administrative expenses would
have been $1,904,727 in the fiscal year ended May 31, 2006.

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

Our future cash requirements will depend on many factors, including finishing
the development of our BAFI(TM) product line (largely completed, as our Oxyview
product is now being sold), the costs involved in filing, prosecuting and
enforcing patents, competing technological and market developments and the cost
of product commercialization for OxyAlert in particular, as well as our ongoing
Secure Balance(TM) and Oxyview sales efforts. 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.

OFF-BALANCE SHEET ARRANGEMENTS

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

MATERIAL COMMITMENTS

Convertible Notes Payable - The Company has entered into convertible debenture
agreements that total $2,025,000 in the fiscal year ended May 31, 2007. As of
the end of the fiscal year, $1,915,000 of these notes were issued. The remaining
$110,000 was received by the Company in June 2007. As of May 31, 2007, these
notes were convertible into 95,750,000 shares of the Company's common stock.
Additionally, the note holders (or their affiliates) were granted options to
purchase up to 29,000,000 shares of the Company's common stock. If all of the
notes were converted and the warrants were exercised, the noteholders could own
more than fifty percent of the Company's outstanding common stock, however under
the terms of the agreements the noteholders can not convert their notes into
holdings that would exceed 4.99% of the Company's outstanding common stock. The
notes were entered into under the terms of three different agreements.

On July 25, 2006, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $2 million, and (ii) warrants to acquire an aggregate of 20 million shares
of the Company's common stock. The notes bear interest at 6% per annum, and
mature three years from the date of issuance. The notes are convertible into the
Company's common stock at the applicable percentage of the average of the lowest
three trading prices for the Company's shares of common stock during the twenty
trading day period prior to conversion. The applicable percentage is 50%;
however, the percentage shall be increased to: (i) 55% in the event that a
Registration Statement is filed within thirty days from July 26, 2006, and (ii)
60% in the event that the Registration Statement becomes effective within one
hundred and twenty days from July 26, 2006. Since the Company has not had a
Registration Statement become effective as of the date of this Report, the
applicable percentage will be 50%. At May 31, 2007, only $1.5 million of the
convertible notes were funded.

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

                                       18


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

The Company issued seven year warrants to purchase 20,000,000 shares of its
common stock at an exercise price of $0.10.

The Company filed a SB-2 registration statement with the SEC on August 25, 2006
for the securities underlying the agreement; however, a registration withdrawal
request was filed with the SEC on October 31, 2006. The Company intends on
filing a new SB-2 to register the underlying shares of these convertible notes
and 6 million additional shares once it has cured its delinquent filings with
the SEC.

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

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

On March 15, 2007, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $450,000, and (ii) warrants to acquire an aggregate of 9 million shares of
the Company's common stock. The callable secured convertible notes (4 notes,
$450,000 total loan principal; 3 year term; 6% annual interest, 15% annual
"default interest") are convertible into shares of our common stock at a
variable conversion price based upon the applicable percentage of the average of
the lowest three (3) Trading Prices for the Common Stock during the twenty (20)
Trading Day period prior to conversion. The "Applicable Percentage" means 50%;
provided, however, that the Applicable Percentage shall be increased to (i) 55%
in the event that a Registration Statement is filed within thirty days of the
closing and (ii) 60% in the event that the Registration Statement becomes
effective within one hundred and twenty days from the Closing. Under the terms
of the callable secured convertible note and the related warrants, the callable
secured convertible note and the warrants are exercisable by any holder only to
the extent that the number of shares of common stock issuable pursuant to such
securities, together with the number of shares of common stock owned by such
holder and its affiliates (but not including shares of common stock underlying
unconverted shares of callable secured convertible notes or unexercised portions
of the warrants) would not exceed 4.99% of the then outstanding common stock as
determined in accordance with Section 13(d) of the Exchange Act. The shares
underlying the convertible notes are subject to a registration rights agreement.
The Company also agreed to increase its number of authorized shares of common
stock from 100 million to 500 million.

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

The Company received the first traunch of $120,000 on March 15, 2007, less
issuance costs of $20,000, the second traunch of $110,000, less issuance costs
of $10,000 on April 16, 2007, and the third traunch of $110,000 was received on
May 15, 2007, less issuance costs of $10,000. The final traunch of $110,000 was
received in June 2007, after the close of the fiscal year ended May 31, 2007.

The Company issued seven year warrants to purchase 9,000,000 shares of its
common stock at an exercise price of $0.06.

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

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

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

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

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

We believe that Secure Balance(TM) is now among the leaders in the balance and
fall prevention industry. We expect to be able to capitalize on this notoriety
and increase our Secure Balance(TM) sales in fiscal year 2007 and beyond (as
long as physicians are not impacted by Medicare billing changes, that may
fluctuate periodically, as discussed above, and below).

Negative Trends:

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

SEASONAL ASPECTS THAT EFFECT MAY IMPACT OUR MEDICAL MARKET

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

OUR SECURE BALANCE(TM) LEASING AND FINANCING PROGRAMS

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

NEW ACCOUNTING PRONOUNCEMENTS

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

                                 BUSINESS RISKS

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

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

We have experienced significant operating losses in each period since our
inception. As of May 31, 2007, we have incurred total accumulated losses of
$13,561,471. We expect these losses to continue and it is uncertain when, if
ever, we will become profitable. These losses have resulted principally from
costs incurred in the development of our products and from general and
administrative costs associated with operations. We expect to incur increasing
operating losses in the future as a result of expenses associated with research
and product development as well as general and administrative costs. Even if we
do achieve profitability, we may not be able to sustain or increase
profitability on a quarterly or annual basis.

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

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

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

      o     our progress with research and development;

      o     the costs and timing of obtaining new patent rights;

      o     cost of continuing operations and sales;

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

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

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

                                       20
<Page>

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

The Company has relied on loans and compensation deferrals from our CEO and
Chairman, Scott R. Sand, and investment in the form of convertible notes payable
from various individuals and entities to sustain the Company from 1999 into the
current fiscal year. Although we have paid much of these loans from Mr. Sand
back, we may be unable to repay the remainder as planned and may have to look
again to Mr. Sand for assistance in financing. There is no guarantee that Mr.
Sand will have financial resources available to assist in our funding. Mr.
Sand's executive compensation continues to accrue; currently we are obligated to
pay him $200,000 per year under his employment contract with the Company. As of
May 31, 2007, the Company owes Mr. Sand $113,356 under his employment contract
and also owes him $84,342 in loans made to the Company. If future capital is not
available from Mr. Sand or other third parties in the future, the Company's
operations may be negatively affected.

OUR BAFI 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 most of our BAFI(TM) product line is still
in the late stages of development as we still need manufacturing prototypes. Of
the BAFI(TM) products, only Oxyview (TM) is currently being marketed and sold.
Our Oxyview (TM) sales for the fiscal year ended May 31, 2007 were $5,695. 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 may not be able to establish any additional research
collaborations or licensing arrangements necessary to develop and commercialize
products using our technology or do so on terms favorable to us. If our
collaborations are not successful or we are not able to manage multiple
collaborations successfully, our programs may suffer.

Collaborative agreements generally pose the following risks:

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

      o     collaborators 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;

      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;

                                       21


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

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

OUR QUARTERLY OPERATING RESULTS WILL FLUCTUATE

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

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

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

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

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

Although we are unaware of any current competition for our BAFI(TM) product
line, we expect competition to develop after 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; WHICH MAY NEGATIVELY IMPACT OUR PLANS FOR
FOREIGN OPERATIONS.

Although we have stated that we intend to apply for international patents for
our BAFI(TM) product line, we have not as yet done so except for European,
Chinese and Japanese patents for Oxyview. 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.

                                       22


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

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

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

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

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

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

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

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

                                       23


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WE HAVE NO COMMERCIAL PRODUCTION CAPABILITY YET FOR MOST OF 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 most of our BAFI(TM) product line product for
sale. We have begun production and sales of our Oxyview product, but not
OxyAlert or GasAlert. Customers for any potential products and regulatory
agencies will require that we comply with current good manufacturing practices
that we may not be able to meet. We may not be able to maintain acceptable
quality standards if we ramp up production. To achieve anticipated customer
demand levels, we will need to scale-up our production capability and maintain
adequate levels of inventory. We may not be able to produce sufficient
quantities to meet market demand. If we cannot achieve the required level and
quality of production, we may need to outsource production or rely on licensing
and other arrangements with third parties. This reliance could reduce our gross
margins and expose us to the risks inherent in relying on others. We may not be
able to successfully outsource our production or enter into licensing or other
arrangements under acceptable terms with these third parties, which could
adversely affect our business.

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

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

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

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

As we continue to launch commercially our BAFI(TM) product line, we will face
increased exposure to product liability claims. We have exposure selling Secure
Balance(TM). We have limited product liability insurance coverage, but there is
no guarantee that it is adequate coverage. There is also a risk that third
parties for which we have agreed to indemnify could incur liability. We cannot
predict all of the possible harms or side effects that may result and,
therefore, the amount of insurance coverage we obtain may not be adequate to
protect us from all liabilities. We may not have sufficient resources to pay for
any liabilities resulting from a claim beyond the limit of, or excluded from,
our insurance coverage.

THE SEC HAS THREATENED TO SUSPEND TRADING OF OUR STOCK

On October 13, 2005, we received a letter from the Division of Corporate Finance
of the Securities and Exchange Commission ("SEC") in connection with our failure
to file periodic reports as required by the Securities Exchange Act of 1934.
Specifically, as of the date of the SEC's letter, our predecessor management
failed to file periodic reports dating to fiscal year ended 1998. After the
merger, we recommenced filing of our periodic reports on November 7, 2005. We
have worked diligently on getting these past due filings completed and filed
with the SEC. To date, we have filed all past due Forms 10-KSB and 10-QSB. We
are still required to file a Form 8-K that was due with the acquisition of Ingen
Technologies, Inc., a Nevada corporation, in March 2004. This Form 8-K requires
audited financial statements of our (now) wholly-owned subsidiary. This audit is
in process and we anticipate the filing of this Form 8-K soon. Upon the filing
of this report, we believe that all delinquencies will be cured.

Our counsel is keeping the SEC Staff abreast of our efforts on a continuing
basis. However, there is no guarantee that we will be able to complete our back
filings in a manner and within a period of time acceptable to the SEC. There is
no guarantee that we will be able to maintain an uninterrupted public market for
our securities.

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. As of May 31, 2007, we have 21,668,119 unrestricted
shares issued. We will undoubtedly have unrestricted shares issued in the
future. There is no way to control the sale of these shares on the secondary
market. 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 $0.03 and as high as $2.20 (adjusted for our 40 to 1 reverse split which was
effected in December of 2005). Both volume and price could also be subject to
wide fluctuations in response to various factors, many of which are beyond our
control, including:

                                       24


<Page>

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

      o     announcements of technological innovations by us or our competitors;

      o     developments or disputes concerning patent or proprietary rights;
            and

      o     general market perception of medical device and provider companies.

WE 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 Series A Preferred Stock.
The Series A is convertible upon 65 days written notice into one share of common
stock and votes with the common stock on as an converted basis. Our Board of
Directors are able to determine the terms of preferred stock without further
action by our stockholders. We have issued 16,578,991 shares of preferred stock
as of May 31, 2007. To the extent we issue preferred stock, it could affect your
rights or reduce the value of your common stock.

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

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

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

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

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

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

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

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

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

                                       25


<Page>

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

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

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

If our shareholders sell substantial amounts of our common stock in the public
market, including shares issued upon the exercise of outstanding options or
warrants, or conversion of convertible notes, the market price of our common
stock could fall. These sales also may make it more difficult for us to sell
equity or equity-related securities in the future at a time and price that we
deem reasonable or appropriate. As of May 31, 2007, 21,668,119 shares of our
issued common stock are unrestricted and 13,578,991 shares are restricted (but
many may be eligible to have restrictions lifted).

ITEM 7. FINANCIAL STATEMENTS

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

                                       26


<Page>

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

As previously reported on Form 8-K dated February 19, 2007, as amended, the
Company had a change in its certifying accountant. In a letter dated February
19, 2007, our Chief Executive Officer was notified by Spector & Wong, LLP, the
auditors for the last three years, to take steps to find another qualified
member of the PCAOB to review our interim filings, commencing with November 30,
2006. On February 20, 2007, we entered into an agreement with Child, Van Wagoner
& Bradshaw, PLLC, ("CVWB"), a qualified member of the PCAOB, to review our
interim filings, commencing with November 30, 2006 and to audit our financial
statements for the year ending May 31, 2007. Our Board of Directors approved the
change in auditors during a board meeting on February 24, 2007.

A letter from Spector & Wong, LLP, dated February 26, 2007, addressing the
revised disclosures in the filing was filed as an Exhibit to the Form 8-K, as
amended on February 28, 2007. Spector & Wong, LLP's report on the company's
financial statements for the fiscal years ended May 31, 2006 and 2005
respectively, and the company's interim financial statements for the quarter
ended August 31, 2006 included a disclosure of uncertainty regarding the
company's ability to continue as a going concern and did not include any adverse
opinion or qualification as to audit scope or accounting principles. The content
of the going concern qualification reads as follows:

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

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

There were no disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which would have caused the former accountants to make
reference to the subject matter of the disagreement in connection with its
report. The departing accountants advised our board of directors and audit
committee that they may want to devote additional attention to the company's
accounting functions, controls, and procedures. In assisting with the transfer
of responsibilities to CVWB, Spector & Wong, LLP advised CVWB that Spector &
Wong, LLP was overloaded and could not meet the company's deadlines for review
of the company's interim financial statements.

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 our disclosure controls and procedures were
effective.

(b) No changes were made in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most
recent fiscal quarter that have materially affected or are reasonably likely to
materially affect, our internal control over financial reporting.

(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.

                                       27


<Page>

Item 8B. Other Information

None.
                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of management, and business
experience of the directors, 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.

<TABLE>
<CAPTION>
<S>                                                                           <C>
NAME                    AGE       POSITION HELD AND TENURE
----                    ---       ------------------------

Scott R. Sand           49        Chairman, Chief Executive Officer and Director (March 29, 2004 to present)

Thomas J. Neavitt       76        Secretary and Chief Financial Officer (March 29, 2004 to present)

Yong Sin Khoo           43        Director (March 29, 2004 to present)

Christopher A. Wirth    52        Director (March 29, 2004 to present)

Curt A. Miedema         50        Director  (March 29, 2004 to present)

Stephen O'Hara          54        Director (September 22, 2005 to present)

John Finazzo            42        Director (March 20, 2006 to present)
</TABLE>

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 manufacturer 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 an MBA from California
State University.

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

                                       28


<Page>

YONG SIN KHOO, DIRECTOR: Yong Sin Khoo lives in Singapore. He worked as an
engineer for 12 years and a further 5 years in managing a portfolio of business
assets. He has been a deputy director in the Strategic Investments Division of
Singapore Power Limited since 2001. He has extensive experience as a logistics
systems engineer in the military and retail engineering. In addition, he has
significant experience in the area of mergers & acquisitions. In 1984, he was
awarded a scholarship by the Singapore government to pursue electrical
engineering at the University of Queensland, Australia. In the area of
information technology, he was responsible for managing Shell Singapore's y2k
project for the marketing function. Another IT pioneering effort was the use of
artificial intelligence to develop diagnostic tools for maintenance support for
the Army's radar systems. His current business interests are focused in the
areas of biomedical and environmental technologies. He has a Bachelor's Degree
in Electrical Engineering from the University of Queensland.

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

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

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

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our officers, directors
and persons who own more than 10% of a class of our securities registered under
Section 12(g) of the Exchange Act to file reports of ownership and changes in
ownership with the SEC. Officers, directors and greater than 10% stockholders
are required by SEC regulation to furnish us with copies of all Section 16(a)
forms they file. Based solely upon a review of copies of the forms furnished to
us and information involving securities transactions of which we are aware, we
are aware of officers, directors and holders of more than 10% of the outstanding
common stock of the Company who failed to file reports required by Section 16(a)
of the Exchange Act during the last two fiscal years. To our knowledge, at May
31, 2007, Scott Sand and Thomas Neavitt, officers and directors of the Company,
Stephen O'Hara, Curt A. Miedema, John J. Finazzo, Yong Sin Khoo, and Christopher
A. Wirth, directors of the Company, and Jeffrey Gleckman, a greater than 10%
holder of the Company's common stock during the last two fiscal years, did not
file required Section 16(a) forms.

Subsequent to the fiscal year ended May 31, 2007, Scott Sand filed a Form 5
reporting his initial holdings and nine transactions, Stephen O'Hara filed a
Form 5 reporting his initial holdings and three transactions, Curt A. Miedema
filed a Form 5 reporting his initial holdings and two transactions, John J.
Finazzo filed a Form 5 reporting his initial holdings and two transactions, Yong
Sin Khoo filed a Form 5 reporting his initial holdings and three transactions,
and Christopher A. Wirth filed a Form 5 reporting his initial holdings and four
transactions.

                                       29


<Page>

MANAGEMENT CODE OF ETHICS AND BUSINESS CONDUCT

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

COMMITTEES

We do not have separately designated nominating or compensation committee. We do
not have an audit committee and are not required to have one under Section 302
of Sarbanes-Oxley. Our financial matters and relationship with our independent
auditors is overseen by our two officers, the CEO and Secretary-CFO.

AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
                                                     Summary Compensation Table
                                                   ------------------------------

---------------------- ------- ---------- -------- -------------- -------- --------------- --------------- ------------ ------------
NAME AND PRINCIPAL     YEAR    Salary     Bonus    Stock Awards   Option   Non-Equity      Non-Qualified   All Other    Total
POSITION                       ($)        ($)      ($)            Awards   Incentive       Deferred        Compen-      ($)
                                                                  ($)      Plan Comp. ($)  Comp.           Sation
                                                                                           Earnings ($)    ($)
---------------------- ------- ---------- -------- -------------- -------- --------------- --------------- ------------ ------------
<S>                    <C>     <C>        <C>      <C>            <C>      <C>             <C>             <C>          <C>
Scott R. Sand,         2007    $116,667   -        $17,301(2)     -        -               -               -            $133,968
Chairman and Chief
Executive Officer(1)
---------------------- ------- ---------- -------- -------------- -------- --------------- --------------- ------------ ------------
                       2006    $60,000    -                       -        -               -               -            $60,000
---------------------- ------- ---------- -------- -------------- -------- --------------- --------------- ------------ ------------
</TABLE>

(1)We entered into an employment agreement with Mr. Sand effective as of October
1, 2006. This agreement calls for an annual salary of $200,000 and 300,000
shares of our restricted stock to be issued to Mr. Sand each year of the
five-year term of the agreement.
(2) Mr. Sand was issued 300,000 shares of restricted common stock valued at
$9,000 for director's services. Mr. Sand was issued 300,000 shares of restricted
common stock in September 2006 under the terms of his employment agreement. This
stock was valued at $0.04 per share (a total of $12,000). The value of this
issuance is being amortized over a one-year period. The Company has expensed
$8,301 of this $12,000 as of May 31, 2007.

There were no options granted to executive officers or directors during fiscal
year 2007.

                                                                 30


<Page>

DIRECTOR COMPENSATION

Set forth below is information regarding compensation paid to each director
during 2007.

<TABLE>
<CAPTION>
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
NAME                  FEES EARNED OR  STOCK        OPTION      NON-EQUITY        CHANGE IN PENSION  ALL OTHER         TOTAL ($)
                      PAID IN CASH    AWARDS ($)   AWARDS ($)  INCENTIVE PLAN    VALUE AND          COMPENSATION ($)
                      ($)                                      COMPENSATION ($)  NON-QUALIFIED
                                                                                 DEFERRED
                                                                                 COMPENSATION
                                                                                 EARNINGS
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
<S>                   <C>             <C>          <C>         <C>               <C>                <C>               <C>
SCOTT R. SAND,        -               9,000(1)     -           -                 -                  -                 9,000(1)
CHAIRMAN
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
THOMAS J. NEAVITT     -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
CURT A. MIEDEMA       -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
CHRISTOPHER A. WIRTH  -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
STEPHEN O'HARA        -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
JOHN FINAZZO          -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
YONG SIN KHOO         -               3,000        -           -                 -                  -                 3,000
--------------------- --------------- ------------ ----------- ----------------- ------------------ ----------------- --------------
</TABLE>
(1)   REPORTED IN SUMMARY COMPENSATION TABLE ABOVE.

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


                                       31


<Page>

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

As of July 31, 2007, 39,747,110 shares of common stock of Ingen Technologies,
Inc. and 16,578,991 shares of Series A Preferred Stock were issued and
outstanding. The following table sets forth, as of such date, certain
information regarding beneficial ownership of our shares by (i) each person who
is known by us to beneficially own more than 5% of our voting securities; (ii)
by each of our officers and directors, and (iii) by all of our officers and
directors as a group.

Beneficial ownership has been determined in accordance with Rule 13d-3 of the
Exchange Act. Under this Rule, beneficial ownership includes voting or
investment power over a security. Further, securities are deemed to be
beneficially owned by a person if the person has the right to acquire beneficial
ownership within 60 days of the date of the table pursuant to options, warrants,
conversion privileges or other rights.

Except as otherwise indicated in the footnotes, all information with respect to
share ownership and voting and investment power has been furnished to us by the
persons listed. Except as otherwise indicated in the footnotes and subject to
applicable community property laws, each person listed has sole voting and
investment power with respect to the shares shown as beneficially owned.

<TABLE>
<CAPTION>
------------------------- ---------------------------- ------------------------------ ---------------------------------
Name and Address           Shares of Common             Shares of Series A             Total Percentage of
of Beneficial Owner(1)     Stock Beneficially           Preferred Stock                Voting Power (4)
                           Owned (2)                    Beneficially Owned (3)
                          ---------------------------- ------------------------------ ---------------------------------

                           Number         %             Number           %             Number            %
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
<S>                        <C>            <C>           <C>              <C>           <C>               <C>
Scott R. Sand, CEO,
Chairman,                  2,925,000      7.4%          11,942,627         72.0%       14,867,627        26.4%
Director
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Thomas Neavitt, CFO,
Secretary                  318,750        0.8%          -                -             318,750           0.6%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Khoo Yong Sin,
Director                   207,300        0.5%          -                -             207,300           0.4%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Christopher A. Wirth,
Director                   430,000        1.1%          -                -             430,000           0.8%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Curt A. Miedema,
Director                   121,250        0.3%          -                -             121,250           0.2%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Stephen O'Hara,
Director                   212,500        0.5%          -                -             212,500           0.4%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
John Finazzo,
Director                   1,200,000      3.0%          -                -             1,200,000         2.1%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
Jeffrey Gleckman           3,000,000      7.5%          4,000,000        24.1%         7,000,000         12.4%

------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
All officers and
directors as a group
(7 persons)                5,414,800      13.6%         11,942,627       72.0%         17,357,427        30.8%
------------------------- -------------- ------------- ---------------- ------------- ----------------- ---------------
</TABLE>

(1) Unless otherwise indicated, the address for each beneficial owner is 35193
Avenue "A", Suite-C Yucaipa, California 92399.
(2) Does not include the Series A Preferred Stock which is entitled to vote on
all matters with holders of common stock.
(3) Each share of Series A Preferred Stock is entitled to vote on all matters
with holders of the common stock. Each Series A Preferred Stock is entitled to 1
vote per share. Each share of Series A Preferred Stock is convertible, at the
option of the holder and subject to a 65 day written notice to the Company, at
any time after the date of the issuance into one share of fully paid and
non-assessable share of common stock.
(4) This column includes the common stock and Series A Preferred Stock held by
each person. Applicable percentages are based on 56,326,101 common and preferred
shares outstanding on July 31, 2007.

CHANGES IN CONTROL

None.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE

As of the end of our fiscal year May 31, 2007, our CEO and Chairman, Scott R.
Sand, was owed a total of $197,698 by the Company. This amount was comprised of
$113,356 due in accrued salary and $84,342 due for expenses paid on behalf of
the Company. There are no written loan agreements, promissory notes or debt
obligations evidencing this debt and the terms of repayment to Mr. Sand.

                                       32


<Page>

During the fiscal year ending May 31, 2007, Mr. Sand received 4,444,444 shares
of Series A Preferred for satisfaction of accrued compensation of $95,311 and
for payment of $4,689 of the loan amount owed to him.

DIRECTOR INDEPENDENCE

As we are quoted on Pink Sheets and not one of the national securities
exchanges, we are not subject to director independence requirements. Pursuant to
Rule 10A-3 promulgated under the Exchange Act, Scott R. Sand and Thomas Neavitt
do not qualify as independent directors due to their affiliation with us as
officers. Our Board of Directors has determined that Khoo Yong Sin, Curt A.
Miedema, Stephen O'Hara and John Finazzo are "independent," as that term is
defined by the NASDAQ Stock Market.

ITEM 13. EXHIBITS

Original agreements are filed in our offices.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       33


<Page>

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

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

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

       10.10    Securities Purchase Agreement dated July 25, 2006 by and among
                the Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC (included as an exhibit to our Form 8-K dated July 26, 2006
                and incorporated herein by this reference).

       10.11    Form of Callable Convertible Secured Note by and among the
                Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC dated July 25, 2006 (included as an exhibit to our Form 8-K
                dated July 26, 2006 and incorporated herein by this reference).

       10.12    Form of Stock Purchase Warrant entered into by and among the
                Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC on July 25, 2006 (included as an exhibit to our Form 8-K
                dated July 26, 2006 and incorporated herein by this reference).

       10.13    Registration Rights Agreement entered into by and among the
                Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC on July 25, 2006 (included as an exhibit to our Form 8-K
                dated July 26, 2006 and incorporated herein by this reference).

       10.14    Security Agreement entered into by and among the Company and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 25, 2006
                (included as an exhibit to our Form 8-K dated July 26, 2006 and
                incorporated herein by this reference).

       10.15    Intellectual Property Security Agreement entered into by and
                among the Company and New Millennium Capital Partners II, LLC,
                AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW
                Partners, LLC on July 25, 2006 (included as an exhibit to our
                Form 8-K dated July 26, 2006 and incorporated herein by this
                reference).

       10.16    Employment Agreement between the Company and its Chief Executive
                Officer and Chairman, Scott R. Sand, dated September 21, 2006
                (included as an exhibit to our Form 8-K dated October 3, 2006
                and incorporated herein by this reference).

       10.17    Technology And Patent Pending Purchase and Sale Agreement
                between Ingen Technologies, Inc. and Richard Campbell, grantor,
                dated November 7, 2006 (included as an exhibit to our Form 8-K
                dated November 16, 2006 and incorporated herein by this
                reference).

       10.18    Technology And Patent Pending Purchase and Sale Agreement
                between Ingen Technologies, Inc. and Francis McDermott, grantor,
                dated November 7, 2006(included as an exhibit to our Form 8-K
                dated November 16, 2006 and incorporated herein by this
                reference).

       10.19    Distribution Agreement between Ingen Technologies, Inc. and
                MedOx Corporation, dated December 1, 2006, for the distribution
                of Oxyview(TM) (included as an exhibit to our Form 8-K dated
                December 1, 2006 and incorporated herein by this reference).

       10.20    Exclusive Distribution Agreement between Ingen Technologies,
                Inc. and Secure Health, Inc., dated December 1, 2006, for the
                distribution of Secure Balance(TM) (included as an exhibit to
                our Form 8-K dated December 1, 2006 and incorporated herein by
                this reference).

       10.21    Non-qualified stock plan dated January 22, 2007, authorizing the
                Company to issue up to 20% of the company's authorized common
                stock (20 million shares) and preferred stock (8 million shares)
                under the plan. (included as an exhibit to our Form 8-K dated
                January 18, 2007 and incorporated herein by this reference).

                                       34


<Page>

       10.22    Option agreements dated January 22, 2007 (included as an exhibit
                to our Form 8-K dated January 18, 2007 and incorporated herein
                by this reference).

       10.23    Distribution Agreement between Ingen Technologies, Inc. and
                Physical Rehabilitation Management Services, Inc., effective as
                of June 1, 2007 (included as an exhibit to our Form 8-K dated
                May 14, 2007 and incorporated herein by this reference).

       10.24    Securities Purchase Agreement dated March 15, 2007 by and among
                the Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC*

       10.25    Stock Purchase Warrant entered into by and among the Company and
                AJW Offshore, Ltd. on March 15, 2007*

       10.26    Stock Purchase Warrant entered into by and among the Company and
                AJW Partners, LLC on March 15, 2007*

       10.27    Stock Purchase Warrant entered into by and among the Company and
                AJW Qualified Partners, LLC on March 15, 2007*

       10.28    Stock Purchase Warrant entered into by and among the Company and
                New Millennium Capital Partners II, LLC on March 15, 2007*

       10.29    Registration Rights Agreement entered into by and among the
                Company and New Millennium Capital Partners II, LLC, AJW
                Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
                LLC on March 15, 2007* 10.30 Intellectual Property Security
                Agreement entered into by and among the Company and New
                Millennium Capital Partners II, LLC, AJW Qualified Partners,
                LLC, AJW Offshore, Ltd. and AJW Partners, LLC on March 15, 2007*

       10.31    Investment contract dated December 1, 2006 in which Jeffrey
                Gleckman purchased 2,000,000 restricted common shares*

       21.1     Subsidiaries of Ingen Technologies, Inc.*

       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     Certification pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
                executed by Scott R. Sand, Principal Executive Officer and
                Thomas J. Neavitt, Principal Financial Officer.*

* filed herewith

                                       35


<Page>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the aggregate fees billed to the company by
Child, Van Wagoner and Bradshaw, PLLC, our independent auditor, for the audit of
our annual financial statements for the fiscal year ended May 31, 2007 and fees
billed for other services rendered by Child Van Wagoner and Bradshaw, PLLC
during that period. The table also includes fees billed to our company by
Spector & Wong, LLP, independent auditor for the audit of our annual financial
statements for the fiscal year ended May 31, 2006.

Type of Fee                                         2007          2006
-----------                                         ----          ----
Audit Fees (1)                                      $29,500       $20,000
Audit-related fees                                  $     0       $     0
Tax Fees (2)                                        $ 3,000       $ 1,500
All Other Fees                                      $     0       $     0
Total                                               $32,500       $21,500

(1) Fees for audit services billed in the fiscal year ended May 31, 2007
consisted of the aggregate fees paid by us for the fiscal year indicated for
professional services rendered by Child, Van Wagoner and Bradshaw, PLLC for the
audit of our annual financial statements and review of financial statements
included in our reports on Form 10-KSB and Forms 10-QSB for the quarters ended
November 30, 2006 and February 28, 2007.

(2) Fees for tax services estimated for the fiscal year ended May 31, 2007 to be
rendered by Child Van Wagoner and Bradshaw, PLLC for tax compliance. Tax
compliance services are rendered based on facts already in existence or
transactions that have already occurred to document, compute and obtain
governmental approval for amounts to be included in tax filings and consisted
of: federal and state income tax return assistance.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

We do not have an audit committee.

                                       36


<Page>

                                   SIGNATURES

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

                                       INGEN TECHNOLOGIES, INC.


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

                                      Date: August 29, 2007

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 on Form 10-KSB,
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>
              Signature                           Title                            Date
              ---------                           -----                            ----

                                       Chief Executive Officer and
                                       Chairman (Principal Executive          August 29, 2007
/s/ Scott R. Sand                      Officer)
----------------------------------
Scott R. Sand

                                       Secretary and Chief Financial          August 29, 2007
                                       Officer (Principal Financial
/s/ Thomas J. Neavitt                  and Accounting Officer)
----------------------------------
Thomas J. Neavitt

/s/ Khoo Yong Sin                      Director                               August 29, 2007
----------------------------------
Khoo Yong Sin

/s/ Christopher A. Wirth               Director                               August 29, 2007
----------------------------------
Christopher A. Wirth


/s/ Curt A. Miedema                    Director                               August 29, 2007
----------------------------------
Curt A. Miedema

/s/ Stephen O'Hara                     Director                               August 29, 2007
----------------------------------
Stephen O'Hara

/s/ John Finazzo                       Director                               August 29, 2007
----------------------------------
John Finazzo
</TABLE>

                                       37


<Page>

                            INGEN TECHNOLOGIES, INC.

                                  AUDIT REPORT

                              FOR THE YEARS ENDED
                             MAY 31, 2007 AND 2006


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 sheet of Ingen
Technologies, Inc. and subsidiary, as of May 31, 2007, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit. The
consolidated financial statements for the year ended May 31, 2006 were audited
by other auditors whose report dated July 24, 2006 expressed an unqualified
opinion on those financial statements and included an explanatory paragraph
expressing concern about the Company's ability to continue as a going concern.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ingen Technologies,
Inc. and subsidiary as of May 31, 2007, and the results of its operations,
stockholders' deficit and its cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

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

/s/ Child, Van Wagoner & Bradshaw, PLLC
Certified Public Accountants
Salt Lake City, Utah
August 23, 2007

                                      F-1



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

Ingen Technologies, Inc.
Consolidated Balance Sheet
May 31, 2007
                                                                  As of May 31,
                                                                       2007
                                                                 ---------------
ASSETS
Current assets
   Cash                                                          $          238
   Inventory                                                             85,594
   Prepaid expenses                                                      33,633
                                                                 ---------------
     Total current assets                                               119,465

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

Other assets
   Debt issue costs, net of accumulated
    amortization of $86,663                                             261,537
   Patents                                                               67,345
   Deposits                                                               1,550
                                                                 ---------------
     Total other assets                                                 330,432

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

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Accounts payable                                               $       84,517
  Accrued expenses                                                      196,620
  Officer's loan                                                         84,342
  Current portion of long-term debt                                      14,539
                                                                 ---------------
    Total current liabilities                                           380,018
                                                                 ---------------
Long-term Liabilities
  Loan payable                                                          100,452
  Convertible notes payable, net of unamortized
    discount of $1,483,176                                              431,824
  Derivative liability                                                4,797,253
                                                                 ---------------
    Total long-term liabilities                                       5,329,529
                                                                 ---------------

Stockholders' deficit
  Preferred stock Series A, no par value, 40,000,000
   authorized; and 16,578,991 issued and oustanding
   as of May 31, 2007                                                   688,313
  Common stock, no par value, authorized 100,000,000
   shares; issued and outstanding 35,247,110                          8,121,349
  Series A preferred stock subscription                                (220,000)
  Accumulated deficit                                               (13,561,471)
                                                                 ---------------
    Total stockholders deficit                                       (4,971,809)
                                                                 ---------------

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


                                      F-2


<Page>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED MAY 31,                          2006              2007
                                                 -------------    -------------
Sales                                            $     846,783    $     720,678

Cost of sales                                          301,118          452,100
                                                 -------------    -------------

  GROSS PROFIT                                         545,665          268,578

Selling, general and administrative
   expenses                                          2,143,840        1,882,221
                                                 -------------    -------------

  OPERATING LOSS                                    (1,598,175)      (1,613,643)
                                                 -------------    -------------

Other (expenses):
  Interest Expenses                                     (3,852)      (5,028,485)
  Change in Derivative Liabilities                          --        1,583,636
                                                 -------------    -------------

   NET LOSS BEFORE TAXES                            (1,602,027)      (5,058,492)

Provision for income taxes                                 800            2,990
                                                 -------------    -------------

NET LOSS                                         $  (1,602,827)   $  (5,061,482)
                                                 =============    =============

Basic and diluted net loss per share             $       (0.17)   $       (0.17)
                                                 =============    =============

Weighted average number of common shares             9,372,448       30,426,618


                                      F-3


<Page>

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

Balance at May 31, 2005                        12,300,000   $    369,000     1,000,000        $30,000     3,182,190   $  5,551,213

Conversion of Preferred stock into
  Series A Preferred stock                    -12,300,000       -369,000    12,300,000        369,000
Conversion of Series A Preferred stock
  into common stock                                                         -7,619,999       -284,020     7,619,999        284,020
Issuance of Series A Preferred stock
  For accrued compensation                                                   5,454,546        400,000
Subscription of Series A Preferred stock                                     3,000,000        220,000
Issuance of common stock for services                                                                       725,000        106,900
Issuance of common stock for cash                                                                        18,082,421      1,555,050
 Net loss for year ended May 31, 2006                   -   $          -             -              -             -              -
                                             ------------   ------------  ------------   ------------  ------------   ------------

Balance at May 31, 2006                                 -   $          -    14,134,547   $    734,980    29,609,610   $  7,497,183

Conversion of Series A Preferred stock
  into common stock                                                         -2,000,000       -146,667     2,000,000        146,667
Issuance of Series A Preferred stock
  For accrued compensation                                                   4,444,444        100,000
Issuance of common stock for services                                                                     2,600,000         56,400
Issuance of common stock for patent                                                                       1,000,000         60,000
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                                                                                                       -52,000
Value of options issued for legal fees                                                                                      57,453
Value of options issued prior to
  May 31, 2007                                                                                                             355,646
Adjustment to May 31, 2006                                                                                   37,500              -
 Loss for year ended May 31, 2007                       -   $          -             -              -             -              -
                                             ------------   ------------  ------------   ------------  ------------   ------------

Balance at May 31, 2007                                 -              -    16,578,991   $    688,313    35,247,110   $  8,121,349
                                             ============   ============  ============   ============  ============   ============

(CONTINUED)

                                               PREFERRED STOCK
                                                SERIES A STOCK
                                                 SUBSCRIPTION      ACCUMULATED
                                                  RECEIVABLE         DEFICIT          TOTAL
                                               ----------------   -------------   -------------

Balance at May 31, 2005                                      -      ($6,565,391)      ($615,178)

Conversion of Preferred stock into
  Series A Preferred stock                                                                    -
Conversion of Series A Preferred stock
  into common stock                                                                           -
Issuance of Series A Preferred stock
  For accrued compensation                                                              400,000
Subscription of Series A Preferred stock              -220,000                                -
Issuance of common stock for services                                                   106,900
Issuance of common stock for cash                                                     1,555,050
 Net loss for year ended May 31, 2006                        -       -1,602,827      -1,602,827
                                               ----------------   -------------   -------------

Balance at May 31, 2006                               -220,000    $  (8,168,218)  $    (156,055)

Conversion of Series A Preferred stock
  into common stock                                                                           -
Issuance of Series A Preferred stock
  For accrued compensation                                                              100,000
Issuance of common stock for services                                                    56,400
Issuance of common stock for patent                                                      60,000
Adjustment to common stock subscription
  purchase price entered into in year
  ended May 31, 2006                                                                    -52,000
Value of options issued for legal fees                                                   57,453
Value of options issued prior to
  May 31, 2007                                                         -355,646               -
Adjustment to May 31, 2006                                               23,875          23,875
 Loss for year ended May 31, 2007                            -       -5,061,482      -5,061,482
                                               ----------------   -------------   -------------

Balance at May 31, 2007                              ($220,000)   $ (13,561,471)  $  (4,971,809)
                                               ================   =============   =============


                                                                F-4


<Page>

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                          Fiscal year              Fiscal year
                                                                             ended                    ended
                                                                          May 31, 2007             May 31, 2006
                                                                     ----------------------   ----------------------

Cash flows from Operating Activities:
  Net income (net loss)                                                         (5,061,482)              (1,602,827)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
    PROVIDED BY OPERATING ACTIVITIES:
Depreciation and amortization                                                       21,368                   17,997
Amortization of debt issue costs                                                    86,663
Expenses paid with stock                                                           216,400                        0
Value of options issued for services                                                57,453
Change in derivative liabilities                                                (1,583,636)
Noncash interest expense and financing costs                                     4,921,588
Chages in operating assets and liabilities:
(Increase) decrease in prepaid expenses                                            (33,633)                       0
(Increase) decrease in deposits                                                     (1,550)                       0
(Decrease) increase in accounts payable                                             36,330                   48,186
(Decrease) increase in accrued expenses                                             16,827                  193,263
Litigation reserve                                                                       0                 (143,500)
                                                                     ----------------------   ----------------------

  NET CASH USED IN OPERATING ACTIVITIES                                         (1,323,672)              (1,486,881)
                                                                     ----------------------   ----------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets                                                      (67,345)
Additions to inventory                                                             (85,594)                       -
Acquisition of property and equipment                                             (277,570)                 (24,708)
                                                                     ----------------------   ----------------------

  NET CASH PROVIDED BY INVESTING ACTIVITIES                                       (430,509)                 (24,708)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock                                                                     -                1,661,950
Refund of common stock purchase                                                    (52,000)
Proceeds from loan                                                                 116,096
Payments on loan                                                                    (1,105)
Proceeds from notes payable                                                      1,566,800                        -
Payment of notes payable                                                                 -                  (25,000)
Proceeds from shareholder and officer loans                                         26,416                        -
Repayments of shareholder and officer loans                                        (12,900)                 (31,976)
                                                                     ----------------------   ----------------------

  NET CASH PROVIDED BY FINANCING ACTIVITIES                                      1,643,307                1,604,974
                                                                     ----------------------   ----------------------

Net increase (decrease) in cash                                                   (110,874)                  93,385

Cash, at beginning of period                                                       111,112                   17,727
                                                                     ----------------------   ----------------------

Cash, at end of period                                                                 238                  111,112
                                                                     ======================   ======================

Supplemental Disclosures of Cash Flow Information:
   Interest paid                                                                     2,957                        0
   Taxes paid                                                                          800                      800
Noncash Financing Activities:
  Value of issuance of warrants in connection
       with convertible debt                                                     2,430,570
  Recorded a beneficial conversion feature                                       3,950,318
  Stock subscription receivable                                                    220,000                  220,000


                                                        F-5
</TABLE>



<Page>

NOTE 1 - NATURE OF BUSINESS

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

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

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

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

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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.

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

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

CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES: The Company accounts for
convertible notes payable and warrants in accordance with Statement of Financial
Accounting Standards (SFAS) No. 133, "ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES." This standard requires the conversion feature of
convertible debt be separated from the host contract and presented as a
derivative instrument if certain conditions are met. Emerging Issue Task Force
(EITF) 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND

                                      F-6


<Page>

POTENTIALLY SETTLED IN A COMPANY'S OWN STOCK" and EITF 05-2, "THE MEANING OF
"CONVENTIONAL CONVERTIBLE DEBT INSTRUMENT" IN ISSUE NO. 00-19" were also
analyzed to determine whether the debt instrument is to be considered a
conventional convertible debt instrument and classified in stockholders' equity.
The convertible notes payable issued on June 6, 2006, July 27, 2006, August 30,
2006, January 24, 2007, March 15, 2007, April 15, 2007 and May 15, 2007 were
evaluated and determined not conventional convertible and, therefore, because of
certain terms and provisions including liquidating damages under the associated
registration rights agreement the embedded conversion option was bifurcated and
has been accounted for as a derivative liability instrument. The stock warrants
issued in conjunction with the convertible notes payable were also evaluated and
determined to be a derivative instrument and, therefore, classified as a
liability on the balance sheet. The accounting guidance also requires that the
conversion feature and warrants be recorded at fair value for each reporting
period with changes in fair value recorded in the consolidated statements of
operations.

A Black-Scholes valuation calculation was applied to both the conversion
features and warrants at issuance dates and May 31, 2007. The issuance date
valuation was used for the effective debt discount that these instruments
represent. The debt discount is amortized over the three-year life of the debts
using the effective interest method. The May 31, 2007 valuation was used to
record the fair value of these instruments at the end of the reporting period
with any difference from prior period calculations reflected in the consolidated
statement of operations.

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

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

In February, 2006, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 155, ACCOUNTING FOR CERTAIN HYBRID FINANCIAL INSTRUMENTS. SFAS No. 155
eliminates the temporary exemption of bifurcation requirements to securitized
financial assets, contained in SFAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. As a result, similar financial instruments
are accounted for similarly regardless of the form of the instruments. In
addition, in instances where a derivative would otherwise have to be bifurcated,
SFAS No. 155 allows a preparer on an instrument-by-instrument basis to elect
fair value measurement at acquisition, at issuance, or when a previously
recognized financial instrument is subject to remeasurement. SFAS No. 155 is
effective for our fiscal year beginning June 1, 2007.

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

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

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

NOTE 3 - GOING CONCERN

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

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

                                      F-7


<Page>

The Company incurred a loss of $5,061,482 and $1,602,827 for the years ended May
31, 2007 and 2006, and as of those dates, had an accumulated deficit of
$13,561,471 and $8,168,218, respectively.

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follow:

                                                     As of May 31,
                                               ------------------------
                                                  2007          2006
                                               ----------    ----------
Vehicles                                       $  145,596    $    9,500
Furniture & Fixture                                31,705        27,222
Machinery & Equipment                             188,709        61,277
Leasehold Improvements                             41,606        32,047
                                               ----------    ----------
                                                  407,616       130,046
Less accumulated depreciation                    (119,775)      (98,408)
                                               ----------    ----------

  Property and Equipment, net                  $  287,841    $   31,638
                                               ==========    ==========

NOTE 5 - ACCRUED EXPENSES

Accrued expenses at May 31, 2007 and 2006 consist of:

                                                  2007          2006
                                               ----------    ----------
      Accrued officer's compensation           $  113,356    $  112,000
      Accrued interest expense                     73,922        32,782
      Accrued professional fees                        --        10,000
      Accrued payroll taxes                            --        24,211
      Accrued taxes                                 9,149           800
      Accrued royalties payable                       193            --
                                               ----------    ----------
               Total                           $  196,620    $  179,793
                                               ==========    ==========

NOTE 6 - INCOME TAXES

Provision for income tax for the years ended May 31, 2007 and 2006 consisted of
$2,990 and $800, respectively.

As of May 31, 2007 and 2006, the Company has net operating loss carryforwards,
approximately, of $4,600,000 and $3,009,598, respectively, to reduce future
federal and state taxable income. To the extent not utilized, the carryforwards
will begin to expire through 2027. The Company's ability to utilize its net
operating loss carryforwards is uncertain and thus the Company has not booked a
deferred tax asset, since future profits are indeterminable.

NOTE 7 - NET LOSS PER SHARE

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

                                                 FOR YEARS ENDED MAY, 31
                                              -----------------------------
                                                   2007            2006
                                              -------------   -------------
Numerator:Net loss                            $  (5,061,482)  $  (1,602,827)
                                              -------------   -------------
Denominator:
  Weighted Average Number of Shares              30,426,618       9,372,448
                                              -------------   -------------


Net loss per share-Basic and Diluted          $       (0.17)  $       (0.17)

                                      F-8


<Page>

As the Company incurred net losses for the years ended May 31, 2007 and 2006, it
has excluded from the calculation of diluted net loss per share approximately
141,328,991 and 14,134,547 shares, respectively. These shares represent the
Series A preferred stock, outstanding warrants and assume that all convertible
notes could be converted at the market price as of May 31, 2007 and 2006,
respectively.

NOTE 8 - SEGMENT INFORMATION

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

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company had notes payable to its CEO, Scott Sand, in the amounts of $84,342
and $70,826 as of May 31, 2007 and 2006, respectively. Interest on the loan was
accrued at 6% for the year ended May 31, 2006. The bulk of the balance due as of
May 31, 2007 was a result of business expenses paid by Mr. Sand on his personal
credit cards. The Company will record interest in the amount of finance charges
on the credit cards. The related accrued interest is $0 and $32,782 as of May
31, 2007 and 2006, respectively.

During the fiscal year ending May 31, 2007, Mr. Sand received 4,444,444 shares
of series A preferred for satisfaction of accrued compensation of $95,311 and
for payment of $4,689 of the loan amount owed to him.

NOTE 10 - LEASE OBLIGATION

The Company leases its administrative office under a two unsecured leases
agreement which expire on April 1, 2008 and December 31, 2009. The Company also
maintains a corporate office under a month-to-month lease agreement. As of May
31, 2007, the remaining lease obligation is as follows:

                     Year Ending                Lease
                        May 31,               Obligation
                   ---------------------------------------
                         2008                $     17,050
                         2009                       9,300
                         2010                       5,425
                                             ------------
                                             $     31,775
                                             ============

The total rent expense for the year ended May 31, 2007 was $24,800.

NOTE 11 - INTANGIBLE ASSETS

The Company has recorded patents at a cost of $67,345. This represents legal
costs of filing for patents and the purchase of the exclusive rights for a
patent with common stock valued at $60,000.

NOTE 12 - GUARANTEES

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

The terms of such obligations vary. Generally, a maximum obligation is not
explicitly stated. Because the obligated amounts of these types of agreements
often are not explicitly stated, the overall maximum amount of the obligation
cannot be reasonably estimated. Historically, the Company has not been obligated
to make significant payments for these obligations, and no liabilities have been
recorded for these obligations on its balance sheet as of May 31, 2007.

NOTE 13 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

6% $1.5 MILLION CONVERTIBLE DEBT

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

                                      F-9


<Page>

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

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

The Company issued seven year warrants to purchase 20,000,000 shares of its
common stock at an exercise price of $0.10.

The Company filed an SB-2 registration statement with the SEC on August 25,
2006, regarding the agreement; however, a registration withdrawal request was
filed with the SEC on October 31, 2006. The Company intends on filing a new SB-2
to register the underlying shares of these convertible notes and 6 million
additional shares once it has cured its delinquent filings with the SEC.

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

The Company is accounting for the conversion option in the debentures and the
associated warrants as derivative liabilities in accordance with SFAS 133,
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES," EITF 00-19,
"ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND POTENTIALLY
SETTLED IN A COMPANY'S OWN STOCK" and EITF No. 05-2, "THE MEANING OF
"CONVENTIONAL CONVERTIBLE DEBT INSTRUMENT" IN ISSUE NO. 00-19." The Company
attributed beneficial conversion features to the convertible debt using the
Black-Scholes Option Pricing Model. The fair value of the conversion feature has
been included as a discount to debt in the accompanying balance sheet up to the
proceeds received from each traunch, with any excess charged to interest and
financing expense. The discount is being amortized over the life of each
debenture traunch using the interest method.

The following tables describe the valuation of the conversion feature of each
traunch of the convertible debenture, using the Black Scholes pricing model on
the date of each note:

                                7/27/2006       8/30/2006       1/24/2007
                                 Traunch         Traunch         Traunch
                              -------------   -------------   -------------
Approximate risk free rate        5.25%           4.80%           4.65%
Average expected life            3 years         3 years         2.5 years
Dividend yield                      0%              0%              0%
Volatility                        202.01%         201.26%        138.21%
Estimated fair value
  of conversion feature
  on date of notes             $ 1,328,118     $ 1,137,929      $ 371,193
Estimated fair value
  of conversion feature
  as of May 31, 2007           $ 1,316,913     $ 1,128,783      $ 376,261

The Company recorded the fair value of the conversion feature, aggregate of
$2,837,240, as a discount to the convertible debt in the accompanying balance
sheet up to the proceeds received from each traunch, with the excess of
$1,337,240 charged to expense. Amortization expense related to the conversion
feature discount for the year ended May 31, 2007 was $392,479. Remaining
unamortized discount as of that date was $1,107,521.

        The Company also granted warrants to purchase 20,000,000 shares of
common stock in connection with the financing. The warrants are exercisable at
$0.10 per share for a period of seven years, and were fully vested. The warrants
were originally valued at $1,987,478 using the Black-Scholes Option Pricing
Model with the following weighted-average assumptions used.

                                      F-10


<Page>

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

        The warrants were revalued as of the date of this report at a value of
$795,464 using the Black-Scholes Option Pricing Model. For the year ended May
31, 2007, the Company has reported $1,191,638 in other income related to changes
in its derivative liability associated with these warrants.

6% $75,000 DEBT

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

                                                    6/7/2006
                                                 --------------
Approximate risk free rate                            4.99%
Average expected life                                3 years
Dividend yield                                          0%
Volatility                                           202.01%
Estimated fair value of conversion feature
  on date of note issuance                          $437,565
Estimated fair value of conversion feature
  as of May 31, 2007                                $141,810

The Company recorded the fair value of the conversion feature of $437,565, as a
discount to the convertible debt in the accompanying balance sheet up to the
proceeds received with the excess of $362,565 charged to expense. Amortization
expense related to the conversion feature discount for the year ended May 31,
2007 was $24,678. Remaining unamortized discount as of that date was $50,322.

6% $450,000 MILLION CONVERTIBLE DEBT

On March 15, 2007, the Company entered into a Security Purchase Agreement (the
"Agreement") and agreed to issue and sell (i) callable secured convertible notes
up to $450,000, and (ii) warrants to acquire an aggregate of 9 million shares of
the Company's common stock. The callable secured convertible notes (4 notes,
$450,000 total loan principal; 3 year term; 6% annual interest, 15% annual
"default interest") are convertible into shares of our common stock at a
variable conversion price based upon the applicable percentage of the average of
the lowest three (3) Trading Prices for the Common Stock during the twenty (20)
Trading Day period prior to conversion. The "Applicable Percentage" means 50%;
provided, however, that the Applicable Percentage shall be increased to (i) 55%
in the event that a Registration Statement is filed within thirty days of the
closing and (ii) 60% in the event that the Registration Statement becomes
effective within one hundred and twenty days from the Closing. Under the terms
of the callable secured convertible note and the related warrants, the callable
secured convertible note and the warrants are exercisable by any holder only to
the extent that the number of shares of common stock issuable pursuant to such
securities, together with the number of shares of common stock owned by such
holder and its affiliates (but not including shares of common stock underlying
unconverted shares of callable secured convertible notes or unexercised portions
of the warrants) would not exceed 4.99% of the then outstanding common stock as
determined in accordance with Section 13(d) of the Exchange Act. The shares
underlying the convertible notes are subject to a registration rights agreement.
The Company also agreed to increase its number of authorized shares of common
stock from 100 million to 500 million.

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

The Company received the first traunch of $120,000 on March 15, 2007, less
issuance costs of $20,000, the second traunch of $110,000, less issuance costs
of $10,000 on April 16, 2007, and the third traunch of $110,000 was received on
May 15, 2007, less issuance costs of $10,000.

The Company issued seven year warrants to purchase 9,000,000 shares of its
common stock at an exercise price of $0.06.

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

                                      F-11
<Page>

The Company is accounting for the conversion option in the debentures and the
associated warrants as derivative liabilities in accordance with SFAS 133,
"ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES," EITF 00-19,
"ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO AND POTENTIALLY
SETTLED IN A COMPANY'S OWN STOCK" and EITF No. 05-2, "THE MEANING OF
"CONVENTIONAL CONVERTIBLE DEBT INSTRUMENT" IN ISSUE NO. 00-19." The Company
attributed beneficial conversion features to the convertible debt using the
Black-Scholes Option Pricing Model. The fair value of the conversion feature has
been included as a discount to debt in the accompanying balance sheet up to the
proceeds received from each traunch, with any excess charged to interest and
financing expense. The discount is being amortized over the life of each
debenture traunch using the interest method.

The following tables describe the valuation of the conversion feature of each
traunch of the convertible debenture, using the Black Scholes pricing model on
the date of each note:

                                3/15/2007       4/16/2007       5/15/2007
                                 Traunch         Traunch         Traunch
                              -------------   -------------   -------------
Approximate risk free rate         4.47%           4.80%           4.87%
Average expected life             3 years         3 years         3 years
Dividend yield                       0%              0%              0%
Volatility                        182.97%         193.30%         193.30%
Estimated fair value
  of conversion feature
  on date of notes              $ 237,789        $ 218,638       $ 218,638
Estimated fair value
  of conversion feature
  as of May 31, 2007            $ 239,627        $ 219,679       $ 219,698

The Company recorded the fair value of the conversion feature, aggregate of
$675,065, as a discount to the convertible debt in the accompanying balance
sheet up to the proceeds received from each traunch, with the excess of $225,065
charged to expense. Amortization expense related to the conversion feature
discount for the year ended May 31, 2007 was $14,667. Remaining unamortized
discount as of that date was $325,333.

        The Company also granted warrants to purchase 9,000,000 shares of common
stock in connection with the financing. The warrants are exercisable at $0.06
per share for a period of seven years, and were fully vested. The warrants were
originally valued at $443,468 using the Black-Scholes Option Pricing Model with
the following weighted-average assumptions used.

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

        The warrants were revalued as of the date of this report at a value of
$359,018 using the Black-Scholes Option Pricing Model. For the year ended May
31, 2007, the Company has reported $84,450 in other income related to changes in
its derivative liability associated with these warrants.

DERIVATIVE LIABILITIES

In accordance with EITF 00-19, the conversion feature of each convertible
debenture and the stock warrants issued in conjunction with convertible
debentures have been included as long-term liabilities and were originally
valued at fair value at the date of issuance. As a liability, the convertible
features and the stock warrants are revalued each period until and unless the
debt is converted. As of May 31, 2007, the fair values of the conversion feature
and the stock warrants aggregated to $4,797,253. The Company recorded a gain of
$1,583,636 related to the change in fair value from the date of issuance of the
convertible debt to May 31, 2007. This amount is recorded as "Change in
Derivative Liabilities" a component of other income in the accompanying
consolidated statement of operations. If the debt is converted prior to
maturity, the carrying value will be transferred to equity.

                                      F-12


<Page>

NONEMPLOYEE OPTIONS

The Company has accounted for options granted to nonemployees in accordance with
FAS 123. Under FAS 123, the option award is based on the fair market value of
the underlying security based on the Black-Scholes Pricing Model, less the
option price. On January 18, 2007, the Company granted 100,000 options to one
nonemployee. The value of the options was calculated to be $4,953. This amount
has been expensed in the current period. On December 29, 2006, the Company
issued 1,000,000 options to purchase shares of the Company's Series A Preferred
stock to its general counsel. The option term is five years and the option price
is $0.04.

NOTE 14 - PREFERRED STOCKS

On December 7, 2005, the Company had a reverse stock split of 3 to 1 for all
issued and outstanding preferred shares and converted all classes of preferred
shares into Series A preferred stock. The Company is authorized to issue
40,000,000 shares of no par value Series A preferred stock. As of May 31, 2007
and 2006, the Company had 16,578,991 and 14,134,547 shares of preferred stocks
Series A issued and outstanding, respectively. No dividends shall accrue or be
payable on the Series A preferred stocks. The Company has the right to redeem
each share of Series A preferred stock for $1; however, there is no obligation
for this redemption. Each share of Series A preferred stock is entitled to vote
on all matters with holders of the common stock; however, each Series A
preferred stock is entitled to 1 vote. Each share of Series A preferred stock is
convertible, at the option of the holder and subject to a 65 day written notice
to the Company, at any time after the date of the issuance into 1 share of fully
paid and non-assessable share of common stock. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Company, the holders
of Series A preferred stock shall be entitle to be paid $1 per share before any
payments or distribution of assets of the Company to the holders of the common
stock or any other equity securities of the Company.

During the fiscal year ending May 31, 2007, the Company authorized and converted
2,000,000 shares of Series A preferred stock to common stock.

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

NOTE 15 - COMMON STOCK

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

                                      F-13