<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]      Annual Report pursuant to Section 13 or 15(d) of the Securities and
         Exchange Act of 1934

         For the fiscal year ended: June 30, 1998

[ ]      Transition report pursuant to Section 13 or 15(d) of the Securities
         and Exchange Act of 1934

         For the transition period from:_______________ to ________________

Commission file number:  0-28704
                        --------

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

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

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

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

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 Each Class)

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ]. No [X].

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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-K is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ x ]

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 issuer's revenues for its most recent fiscal year ended May 31, 2006 were
$846,783. The issuer's revenues for its fiscal year ended June 30, 1998 were
$1,981,115.

The aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant was approximately $1,567,204 based on a closing
price of $0.055 on January 30, 2007.

The number of shares of the registrant's common stock outstanding as of January
30, 2007 was 29,609,610.

         DOCUMENTS INCORPORATED BY REFERENCE

None.

         Transitional Small Business Disclosure Format (check one):

         Yes [ ]                          No [X]

<PAGE>

                                      INDEX

                                                                          Page
                                                                          Number

                                     PART I.

Item 1.        Business                                                       4

Item 2.        Properties                                                     6

Item 3.        Legal Proceedings                                              6

Item 4.        Submission of Matters to a Vote of Security Holders            7

                                 PART II.

Item 5.        Market for Common Equity, Related Stockholder Matters and
               Small Business Issuer Purchases of Equity Securities           7

Item 6.        Management's Discussion and Analysis or Plan of Operation      8

Item 7.        Financial Statements                                          10

Item 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                           19

Item 8A        Controls and Procedures

Item 8B        Other Information

                                 PART III.

Item 9.        Directors, Executive Officers, Promoters and Control
               Persons; Compliance with Section 16(a) of the Exchange Act    19

Item 10.       Executive Compensation                                        23

Item 11.       Security Ownership of Certain Beneficial Owners and
               And Related Stockholder Matters Management                    23

Item 12.       Certain Relationships and Related Transactions                24

                                 PART IV.

Item 13.       Exhibits                                                      24

Item 14.       Principal Accountant Fees and Services                        24



                                       2
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Note Regarding Forward Looking Information

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

                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS
-------

THE COMPANY

Ingen Technologies, Inc. (formerly known as Creative Recycling Technologies,
Inc., hereinafter sometimes referred to as the "Registrant") was incorporated
under the laws of the state of Georgia in 1995 under the name Classic
Restaurants International, Inc. The Registrant changed its name in 1998 to
Creative Recycling Technologies, Inc. During the fiscal year ended June 30,
1998, the Registrant operated two restaurants through a wholly owned subsidiary.
During the fiscal year ended June 30, 1998 one of these restaurants was
abandoned. The wholly owned subsidiary that operated the restaurants was sold in
May of 1999, and the Registrant became a Development Stage Enterprise at this
point. All activity associated with the restaurants is reflected as Discontinued
Operations for purposes of the financial information contained herein.

The Registrant entered into an Agreement and Plan of Share Exchange dated
February 27, 1998 with AA Corp. under which the Registrant had agreed to
purchase all of the issued and outstanding stock of AA Corp. This agreement was
mutually rescinded by an agreement dated December 1999. Among the reasons for
rescission were: 1) AA Corp. was never a valid entity; and 2) its primary
shareholder was stated to be a trust that was never created and did not exist.
As a result of these circumstances, the proposed Agreement and Plan of Share
Exchange dated February 27, 1998 was deemed null and void. For purposes of the
financial information contained herein, the activity of AA Corp. is entirely
ignored and has been deemed to have never been a legal part of the Registrant.
The Registrant did issue stock as consideration for the acquisition of AA Corp.
Some of this stock was cancelled or returned. The value of the stock that was
issued as consideration for the acquisition of AA Corp. that was never returned
or cancelled has been deducted as an expense when it was issued.

From 1999 through March of 2004 the Registrant had no significant business
activities.

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

Ingen Technologies, Inc., the Nevada corporation, was founded by Scott R. Sand
in 1999. Upon the Registrant's acquisition of Ingen Technologies, Mr. Sand was
appointed as Chief Executive Officer and was elected as Chairman of the Board of
Directors.

The Registrant is currently delinquent in several of its required periodic
reports under the Securities Exchange Act of 1934. The Registrant stopped
periodic reporting during 1998. After the acquisition of Ingen periodic
reporting commenced on November 7, 2005. Reporting commenced with the filing of
the Form 10-KSB dated May 31, 2004. The Registrant is in the process of filing
all delinquent periodic reports due under the Securities Exchange Act of 1934.

Upon the acquisition of Ingen in March of 2004, the Registrant changed its
fiscal year from ending on June 30 to ending on May 31.

The Registrant reduced the authorized number of shares of its common shares from
500 million to 100 million in 2005. The number of authorized preferred shares is
40 million. Effective December 6, 2005, the Registrant authorized a reverse
split of common shares on a ratio of 40 into 1; thereby reducing the number of
issued shares from 488,037,593 to 12,201,138. The preferred shares were also
reverse split at a ratio of 3 into 1, reducing our issued preferred shares from


                                       3
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39.9 million to 13.3 million. Our preferred shares are convertible into common
shares on a 1 into 1 basis. Our preferred shares are entitled to vote on an
equal footing with common shares on all matters for which shareholder voting
input is required. The Registrant's common stock currently trades under the
symbol "IGTG." The shares outstanding as of June 30, 1998 have been adjusted to
reflect this reverse stock split.

DISCONTINUED BUSINESS OVERVIEW

In the fiscal year ended June 30, 1998, the Registrant operated two restaurants
through its wholly owned subsidiary, Classic Restaurants International, Inc.
("Classic"). Classic was organized under the laws of the State of Florida on
April 7, 1992, for the purpose of developing and operating restaurants using a
dinner theater concept. On December 1, 1992, Classic opened Musicana Supper Club
in Boca Raton, Florida. Classic opened Musicana Dinner Theater in Clearwater,
Florida on May 14, 1994. The Registrant acquired all of the outstanding stock of
Classic on December 31, 1996. This subsidiary was sold on February 19, 1999. All
financial activity of the restaurants is included as Discontinued Operations in
the financial information contained herein.


CURRENT BUSINESS OVERVIEW

The following is an overview of the existing business of the Registrant (the
business of Ingen Technologies acquired in March of 2004)

Ingen Technologies, Inc. (hereinafter referred to as "Ingen") is a medical
device manufacturer and service provider for medical and consumer markets both
domestic and abroad. Ingen currently has four products: Secure Balance(TM),
OxyAlert(TM), GasAlert(TM), and OxyView. These products are described in greater
detail in more current reports filed with the Securities and Exchange Commission
as well as on its website at www.ingen-tech.com.

The Registrant currently generates revenues from its Secure Balance(TM) program;
a medical product line for physicians and hospitals that provides patient
services for "balance & fall prevention" programs.

The Registrant has an oxygen-monitoring device known as OxyAlert(TM), a
second-generation design of the Company's BAFI(TM) product line. Both of these
products have been issued two US Patents: Patent No. 6,137,417 issued on October
24, 2000 and Patent No. 6,326,896 B1 issued on December 4, 2001. Both of these
products are low-oxygen safety warning devices used on remote oxygen cylinders
for patients, commercial aircraft, military transport, and fire and safety
equipment. OxyAlert(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. The
Registrant anticipates beginning sales of OxyAlert(TM) in calendar year 2007
pending available capital.

Using the same patented and proprietary technology, the Registrant also plans to
offer its 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. There currently is not an anticipated market date
for GasAlert(TM).

The newest product of the Registrant is OxyView, which has a U.S. (as well as
China and Japan) patent and trademark pending. This device 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 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.

PRODUCT LIABILITY WITH THE REGISTRANT'S CURRENT PRODUCTS

Beginning with the design phase of product development, the Registrant has
incorporated preventive measures aimed at reducing its potential exposure to
liability risk. The Registrant's product development and manufacturing program
includes high product reliability standards meant to result in high mean times
between failures (MTBF). The Registrant 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 Registrant will minimize,
but not eliminate, the possibility and occurrence of defective products.

The manufacturing and marketing of the Registrant'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


                                       4
<PAGE>

or failure of the product to meet expectations could prevent the Registrant 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 OF THE REGISTRANT'S CURRENT PRODUCT

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

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

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

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

The Registrant'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 the Registrant to make in the labeling and advertising of its medical
devices will be limited to those specified in its FDA 510(k)s. Should the
Registrant 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
financial effect on the Registrant. The Registrant's advertising of 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, the Registrant's ability to
market its 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.

                                       5
<PAGE>

EMPLOYEES

The Registrant currently has one full-time employee in its wholly owned
subsidiary. As of June 30, 1998 the Registrant had approximately 40 full or
part-time employees associated with the operation of the restaurants that were
sold or abandoned in 1998 and 1999.

INTELLECTUAL PROPERTY

As of June 30, 1998, the Registrant did not own any intellectual property
rights. Under its current business operations as of the filing of this report,
the Registrant owns two patents and a total of four trademarks for its products.
Patents, trademarks and trade secrets are essential to the future profitability
of the Registrant's products, and it is the Registrant's policy to pursue
intellectual property protection aggressively for all of its products.


ITEM 2.  DESCRIPTION OF PROPERTY
-------

As of June 30, 1998, the Registrant leased approximately 10,000 square feet of
space in Boca Raton, Florida pursuant to the terms of a five-year lease which
had expired in November 1997. The Registrant signed a letter of intent with the
landlord to renew the lease for an additional five year term to begin in
November 1997. There is no evidence that a formal lease agreement was ever
executed and the Registrant sold its operations and any continued obligation
under the lease in February 1999. The monthly lease payment was approximately
$7,000.

The Registrant had also leased approximately 12,000 square feet of space for its
restaurant in Clearwater, Florida pursuant to the terms of a five-year,
six-month lease which expired on August 31, 1999. The Registrant was in default
of this lease at the time in which the Clearwater restaurant was closed. All
liabilities associated with this lease were disposed of when the subsidiary was
sold in February of 1999.

As of June 30, 1998, the Registrant rented executive offices in Norcross,
Georgia. The Registrant paid monthly rent of $1,521 for approximately 930 square
feet, pursuant to a five-year lease which expired October 1, 2001.

The Registrant currently does not own any real property. It leases approximately
1,000 square feet of office space in Yucaipa, California at a current rental
rate of approximately $775 per month. This written lease expires on April 1,
2008. The Registrant also rents, on an oral month-to-month basis, a portion of
its current President's (Scott R. Sand) personal residence as a second office
for Mr. Sand and for storage space. The rental on this facility is $1400 per
month for about 1200 square feet of office and storage space. The Registrant
believes that these facilities are adequate for its current requirements.

ITEM 3.  LEGAL PROCEEDINGS
-------

As of June 30, 1998, the Registrant had potential liabilities with the closing
of its restaurant in Clearwater, Florida. These liabilities included the
potential for lawsuits with vendors, former employees and other creditors who
were owed money at the time of the closing of the restaurant. Since the
subsidiary that owned and operated the restaurant was sold in February of 1999,
these liabilities are no longer the responsibility of the Registrant. The
current management of the Registrant does not believe that there are any current
liabilities associated with the Clearwater restaurant.

In May of 1997, Mark Shoom filed a lawsuit against the Registrant and James
Shaw, the President of the Registrant at the time. The suit attempted to collect
principal, interest and attorney's fees due under a promissory note dated
October 9, 1996 in the original principal amount of $80,000 payable by the
Registrant and personally guaranteed by Mr. Shaw. In June 1997, the Registrant
entered into a Settlement Agreement with Mr. Shoom under which the Registrant
agreed to issue Mr. Shoom 114,737 shares of its common stock (no adjustment for
the reverse stock split that occurred in 2005). This debt was written off in the
fiscal year ended June 30, 1998. Under the terms of the Settlement Agreement,
Mr. Shoom was guaranteed to net $103,000 from the sale of the stock issued to
him. The Registrant had to issue additional shares to Mr. Shoom in the fiscal
year ended June 30, 1999. The value of these additional shares was deducted as
interest expense. The note is considered fully settled.

On December 9, 1997, Evelyn Kuntz served a writ of garnishment on a bank account
of the Registrant in collection of a default judgment, which she had obtained
against Classic Restaurants International, Inc. (at the time a wholly owned
subsidiary of the Registrant) in the amount of $46,376.31 on August 20, 1997.
The writ of garnishment caused the bank to freeze the accounts of the Registrant
and its wholly owned subsidiary. Ms. Kuntz's initial suit was filed to collect
on the overdue payment of a promissory note issued by Classic. The Registrant


                                       6
<PAGE>

entered into an agreement with Ms. Kuntz and surrendered the funds held in the
frozen bank accounts, issued Ms. Kuntz 125,000 shares of its common stock (no
adjustment for the reverse stock split that occurred in 2005) and agreed to make
monthly payments to Ms. Kuntz. As of June 30, 1998, the Registrant's obligation
to Ms. Kuntz was approximately $14,000. Upon the sale of Classic in February
1999, the Registrant was indemnified of any further obligation to Ms. Kuntz.

John Jardine commenced legal action against the Registrant to recover damages
under a subordinated debenture. Mr. Jardine received a default judgment against
the Registrant in the amount of $253,000. This judgment has been accrued as of
June 30, 1998.

In June of 1999, the Registrant initiated a lawsuit against Voyager Select IPO
Fund ("Voyager"). In 1996 Voyager had invested $500,000 in the Registrant. In
consideration for this investment, the Registrant issued twenty shares of
convertible preferred stock, each of which was entitled to a liquidation
preference of $25,000. Subsequently, Voyager converted six shares of the
preferred stock into shares of common stock of the Registrant.

The lawsuit alleged that Voyager colluded with the former management of the
Registrant to enter into a Securities Purchase Agreement on June 23, 1997 with
the purpose of defrauding the Registrant's shareholders and creditors at the
time. The net effect of the Securities Purchase Agreement was that Voyager
converted an investment in the Registrant with a liquidation preference of
$500,000 into an investment with a liquidation preference of $1,050,000,
including a cash payment due by the Registrant to Voyager in the amount of
$250,000. Because of its financial condition, the Registrant could not possibly
pay the cash due. By June 30, 1999, this matter was fully resolved without the
Registrant incurring any financial obligation to Voyager.

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

None.

                                    PART II.

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

The Registrant's common stock currently trades on the "Pink Sheets" under the
stock symbol "IGTG." As of June 30, 1998, the Registrant's common stock traded
on the Over-the-Counter Bulletin Board under the ticker symbol "CRTZ." The range
of high and low bid information as set forth below for the shares of the
Registrant's stock for the fiscal years ended June 30, 1997 and June 30, 1998
have been adjusted for all reverse stock splits or other capitalization
adjustments through January 2006 (including a twenty-for-one reverse stock split
on April 20, 1998 and a forty-for-one reverse stock split effective on December
6, 2005). The prices reflect the records of the OTC Bulletin Board (NASDAQ) and
as reported by the Pink Sheets. Such quotations represent prices between
dealers, do not include retail markup, markdown or commission, and may not
represent actual transactions.

Year Ended June 30, 1998                               High         Low
------------------------                               ----         ---

First Quarter - July 1 to Sept. 30, 1997              $437.52     $137.52
Second Quarter- Oct. 1 to Dec. 31, 1997                237.52      100.00
Third Quarter - Jan. 1 to Mar. 31, 1998                250.00      100.00
Fourth Quarter - April 1 to June 30, 1998              250.00      100.00

Year Ended June 30, 1997                               High         Low
------------------------                               ----         ---

First Quarter - July 1 to Sept. 30, 1996            $4,496.00   $2,296.00
Second Quarter - Oct. 1 to Dec. 31, 1996             3,200.00      496.00
Third Quarter - Jan. 1 to Mar. 31, 1997              1,200.00      600.00
Fourth Quarter - April 1 to June 30, 1997            1,352.00      296.00

As of June 30, 1998, the Registrant had approximately 519 shareholders of
record, including nominees and brokers holding street accounts. As of February
5, 2007, the last sale price for the Registrant's Class A common stock was
$0.054 per share.

The Registrant has never paid cash dividends on its common stock and does not
anticipate that it will pay dividends in the foreseeable future.

Registrar and Transfer Agent
----------------------------

The Registrant's registrar and transfer agent is Executive Registrar & Transfer,
inc., located at 3615 South Huron Street #104, Englewood, Colorado 80110; where
its telephone number is (303) 783-9055.

                                       7
<PAGE>

Recent Sales of Unregistered Securities
---------------------------------------

During the quarter ended June 30, 1998, the Registrant sold the following
securities without registration under the Securities Act of 1933 in reliance on
the exemption contained in Section 4(2) and Regulation D promulgated thereunder:

(1) In April 1998, the Registrant issued 5,068 reverse stock split adjusted
shares of its common stock to seven individuals (the original issuance was for
4,054,500 shares of common stock, prior to the reverse stock splits on April 20,
1998 and December 6, 2005). The Registrant received total consideration of
$17,500 from these stock issuances.

(2) In May 1998, the Registrant issued 500 reverse stock split adjusted shares
of its common stock to fifteen individuals (the original issuance was for 20,000
shares of common stock, prior to the reverse stock split on December 6, 2005).
The consideration received from these stock issuances was deposited by AA Corp.
(see the discussion about the rescinded transaction with AA Corp under Item 1 -
The Company). As a result of these proceeds being deposited into a bank
controlled by the management of AA Corp., the Registrant never received any of
these proceeds. The Registrant has expensed $42,500 as a result of these stock
issuances.

(3) In May 1998, the Registrant issued 4,875 reverse stock split adjusted shares
of its common stock to one individual for services rendered to the Registrant
(the original issuance was for 390,000 shares of common stock, prior to the
reverse stock split on December 6, 2005). The Registrant valued this stock at
$1,023,750 and expensed this amount at the time of issuance.

(4) In June 1998, the Registrant issued 1,272 reverse stock split adjusted
shares of its common stock to twenty-four individuals (the original issuance was
for 101,773 shares of common stock, prior to the reverse stock split on December
6, 2005). The consideration received from these stock issuances was deposited by
AA Corp. (see the discussion about the rescinded transaction with AA Corp under
Item 1 - The Company). As a result of these proceeds being deposited into a bank
controlled by the management of AA Corp., the Registrant never received any of
these proceeds. The Registrant has expensed $195,218 as a result of these stock
issuances.

(5) In June 1998, the Registrant issued 12,750 reverse stock split adjusted
shares of its common stock to one individual for services rendered to the
Registrant (the original issuance was for 510,000 shares of common stock, prior
to the reverse stock split on December 6, 2005). The Registrant valued this
stock at $734,400 and expensed this amount at the time of issuance.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
-------

The following discussion should be read in conjunction with the financial
statements and accompanying notes included elsewhere in this Form 10-KSB.

The following information is presented for the Registrant's operations for the
year ended June 30, 1998 and June 30, 1997. All operations of the Registrant for
these fiscal years have been included as discontinued operations as the
operating subsidiary was sold in February 1999.

Results of Operations.

(a)      Revenues.

For the year ended June 30, 1998, the Registrant reported total revenues of
$1,981,184, compared to $2,328,729 in the fiscal year ended June 30, 1997 (a
decrease of 15%). This revenue was derived from the Registrant's disposed of
restaurant operations. The revenues have been included in the loss from
Discontinued Operations in the financial statements. The revenues reported in
the fiscal year ended June 30, 1998 has no relation to the current revenues or
operations of the Registrant.

(b)      Selling, General and Administrative Expenses.

For the year ended June 30, 1998, the Registrant incurred total selling, general
and administrative expenses ("SG&A") of $1,323,238, compared to $ 1,584,014 in
the fiscal year ended June 30, 1997 (a decrease of 16%). These expenses were
incurred in the Registrant's disposed of restaurant operations and have been
included in the loss from Discontinued Operations in the financial statements.
The expenses incurred in the fiscal year ended June 30, 1998 have no relation to
the current expenses or operations of the Registrant.

(c)      Depreciation and Amortization.

                                       8
<PAGE>

The Registrant wrote off all equipment and intangibles in the fiscal year ended
June 30, 1998. It had booked $133,910 in depreciation and amortization for the
year ended June 30, 1998, compared with $145,229 in the prior fiscal year (a
decrease of 8%).

(d)      Interest Expense.

The Registrant incurred interest expense of $61,536 in the year ended June 30,
1998, a decrease of 2% from the interest expense of $62,628 incurred in the
fiscal year ended June 30, 1997.

(e)      Income Tax Benefit.

For the fiscal year ending June 30, 1998, the Registrant had a net operating
loss carryforward of approximately $5.7 million expiring beginning in 2010. The
Registrant has not recognized any of this tax benefit as an asset due to
uncertainty of future income.

(f)      Net Loss.

The Registrant recorded a net loss of $3,608,620 for the fiscal year ended June
30, 1998. This loss represents an increase of 167% from the net loss of $
1,349,940 from the fiscal year ended June 30, 1997. The losses for both of these
fiscal years were incurred while the Registrant was involved in a Discontinued
Operation, and should not be construed to have any relation with the current
operations of the Registrant.

Liquidity and Capital Resources.

The Registrant had a working capital deficit of $1,224,027 as of June 30, 1998.
As of June 30, 1998 the Registrant did not have any assets. Nearly all of the
liabilities represented in the working capital deficit were written off from
2002-2004 due to the expiration of the statute of limitations for the creditors
to collect them.

The Registrant had a working capital deficit of $552,829 as of June 30, 1997.

As a result of the working capital deficit as of June 30, 1998, the report of
the Registrant's independent certified public accountants notes that the
Registrant has cash flow constraints, an accumulated deficit and has suffered
recurring losses from operations and these conditions raise substantial doubt
about the company's ability to continue as a going concern.

Inflation.

The Registrant's management does not believe that inflation has had or is likely
to have any significant impact on its operations.

Other.

The Registrant does not provide post-retirement or post-employment benefits
requiring charges under Statements of Financial Accounting Standards Nos. 106
and 112.

                                       9
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
-------

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Officers and Directors
Creative Recycling Technologies, Inc. (now known as Ingen Technologies, Inc.)

We have audited the accompanying consolidated balance sheet of Creative
Recycling Technologies, Inc. as of June 30, 1998, and the related consolidated
statements of operations, stockholders' deficit, and cash flows for the year
ended June 30, 1998. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements for the year
ended June 30, 1997 were audited by other auditors whose report dated November
25, 1997 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 consolidated 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 consolidated 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 Creative Recycling
Technologies, Inc. as of June 30, 1998, and the results of its operations,
stockholders' deficit and its cash flows for the year ended June 30, 1998, 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 2 to the consolidated financial statements, the Company has
incurred losses from operations, requires funds for its operational activities,
and has no established source of revenue to sustain operations. These factors
raise substantial doubt that the Company will be able to continue as a going
concern. 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
January 29, 2007

                                       10
<PAGE>

CREATIVE RECYCLING TECHNOLOGIES, INC.
(NOW KNOWN AS INGEN TECHNOLOGIES, INC.)
CONSOLIDATED BALANCE SHEET
JUNE 30, 1998

ASSETS                                                              BALANCE AT
                                                                   JUNE 30, 1998
                                                                   -------------

Total Assets                                                        $        --


LIABILITIES & STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES
 Accounts payable                                                       309,112
 Accrued expenses                                                       421,956
 Other current liabilities                                               19,337
 Notes payable                                                          473,622
                                                                    -----------
 Total current liabilities                                            1,224,027

 Total liabilities                                                    1,224,027

 STOCKHOLDERS' DEFICIT
 Common stock, Class A no par value,
   100,000,000 shares authorized,
   119,761 shares issued and outstanding
   as of June 30, 1998                                                6,342,881
 Common stock, Class B no par value,
   200,000,000 shares authorized,
   200,000 shares issued and outstanding
   as of June 30, 1998                                                      200
 Preferred stock, Series A, convertible,
   stated value $25,000 per share,
   20 shares authorized, 14 shares
   issued and outstanding
   as of June 30, 1998                                                  350,000
 Preferred stock, Series B, convertible,
   stated value $15 per share,
   12,000 shares authorized, 2,918 shares
   issued and outstanding
   as of June 30, 1998                                                   43,770
 Preferred stock, Series C, convertible
   stated value $50,000 per share,
   12 shares authorized,
   no shares issued or outstanding
   as of June 30, 1998                                                       --
 Accumlated Deficit                                                  (7,960,878)
                                                                    -----------
 Total stockholders' deficit                                         (1,224,027)

Total liabilities and stockholders' deficit                                  --
                                                                    ===========

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       11
<PAGE>
<TABLE>

CREATIVE RECYCLING TECHNOLOGIES, INC.
(NOW KNOWN AS INGEN TECHNOLOGIES, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

                                                         FISCAL YEAR      FISCAL YEAR
                                                            ENDED            ENDED
                                                        JUNE 30, 1998    JUNE 30, 1997
                                                        -------------    -------------
<S>                                                    <C>               <C>
Net revenue                                            $        --       $        --

Other income                                                    --             7,945

Interest expense                                           (61,536)          (62,628)
                                                       -----------       -----------

Loss before provision for income taxes                     (61,536)          (54,683)

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

Net loss before discontinued operations                    (61,536)          (54,683)

Gain (loss) from discontinued operations                (3,547,084)       (1,295,257)
                                                       -----------       -----------
Net loss                                                (3,608,620)       (1,349,940)
                                                       ===========       ===========

Net loss per share before discontinued operations      $     (0.12)      $    (12.41)

Net loss per share from discontinued operations        $     (6.76)      $   (293.90)

Basic net loss per weighted share                      $     (6.88)      $   (306.31)


Basic weighted average shares outstanding                  524,633             4,407


The accompanying notes are an integral part of these consolidated financial
statements.

                                            12
<PAGE>

CREATIVE RECYCLING TECHNOLOGIES, INC.
(NOW KNOWN AS INGEN TECHNOLOGIES, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM JUNE 30, 1996 THROUGH JUNE 30, 1998


                                             COMMON STOCK              COMMON STOCK                  SERIES A
                                               CLASS A                    CLASS B            CONVERTIBLE PREF STOCK
                                          SHARES     AMOUNT         SHARES       AMOUNT       SHARES         AMOUNT
                                          ------     ------         ------       ------       ------         ------
Balance at June 30, 1996                   3,774  $ 2,563,157      200,000   $       200            --           --

Stock issued for services                    702      440,951

Sale of stock                                375      234,631                                       20       500,000

Shares issued in settlement of debt          336      426,141

Shares issued in conversion
  of Series A Preferred Stock                294      150,000                                      (6)     (150,000)

Loss for year ended June 30, 1997             --           --           --            --            --           --
                                     -----------  -----------  -----------   -----------   -----------  -----------

Balance at June 30, 1997                   5,481  $ 3,814,880      200,000   $       200            14  $   350,000

Sale of common stock                      12,458      452,134

Stock issued for services                101,679    1,995,867

Stock issued in settlement of debt           143       80,000

Loss for year ended June 30, 1998             --           --           --            --            --           --


Balance at June 30, 1998                 119,761  $ 6,342,881      200,000   $       200            14  $   350,000
                                     ===========  ===========  ===========   ===========   ===========  ===========


                                                                    PREFERRED
                                                 SERIES B             STOCK
                                         CONVERTIBLE PREF STOCK      CLASS C      ACCUMULATED
                                          SHARES       AMOUNT     SHARES  AMOUNT    DEFICIT         TOTAL
                                          ------       ------     ------ -------    -------         -----
Balance at June 30, 1996                         --       --                      (3,002,318)     (438,961)

Stock issued for services                                                                          440,951

Sale of stock                                 2,918   43,770                                       778,401

Shares issued in settlement of debt                                                                426,141

Shares issued in conversion
  of Series A Preferred Stock                                                                           --

Loss for year ended June 30, 1997                --       --                      (1,349,940)   (1,349,940)
                                        -----------  -------      ------ ------- -----------   -----------

Balance at June 30, 1997                      2,918  $43,770                     $(4,352,258)  $  (143,408)

Sale of common stock                                                                           $   452,134

Stock issued for services                                                                      $ 1,995,867

Stock issued in settlement of debt                                                             $    80,000

Loss for year ended June 30, 1998                --       --                      (3,608,620)  $(3,608,620)


Balance at June 30, 1998                      2,918  $43,770                     $(7,960,878)  $(1,224,027)
                                        ===========  =======      ====== ======= ===========   ===========

              The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                                           13
<PAGE>

CREATIVE RECYCLING TECHNOLOGIES, INC.
(NOW KNOWN AS INGEN TECHNOLOGIES, INC.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1998 AND JUNE 30, 1997

                                                  Fiscal year    Fiscal year
                                                     ended          ended
                                                 June 30, 1998  June 30, 1997
                                                 -------------  -------------

Cash flows from Operating Activities:
  Net income (loss) from operations                 (61,536)       (54,683)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
    PROVIDED BY OPERATING ACTIVITIES:                     0              0

  NET CASH USED IN OPERATING ACTIVITIES             (61,536)       (54,683)
                                                   --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of intangible assets                            --         (2,208)
Acquisition of property and equipment                    --        (13,555)
                                                   --------       --------

  NET CASH PROVIDED BY INVESTING ACTIVITIES              --        (15,763)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock                                452,134        234,631
Sale of preferred stock                                  --        543,770
Proceeds from notes payable                              --        118,666
Payment of notes payable                            (48,992)      (123,500)
Proceeds from shareholder and officer loans              --        310,177
Shareholder loans written off                        91,444             --
Repayments of shareholder and officer loans              --       (244,033)
                                                   --------       --------


  NET CASH PROVIDED BY FINANCING ACTIVITIES         494,586        839,711
                                                   --------       --------

NET CASH USED IN DISCONTINUED OPERATIONS           (469,706)      (755,368)

Net increase (decrease) in cash                     (36,656)        13,897

Cash, at beginning of period                         36,656         22,759
                                                   --------       --------


Cash, at end of period                                    0         36,656
                                                   ========       ========


              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       14
<PAGE>

CREATIVE RECYCLING TECHNOLOGIES, INC.
(NOW KNOWN AS INGEN TECHNOLOGIES, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

ORGANIZATION AND NATURE OF OPERATIONS

Creative Recycling Technologies, Inc. (now known as Ingen Technologies, Inc,
hereinafter referred to as the Registrant) was organized under the laws of the
State of Georgia in 1995. The Registrant changed its name to Creative Recycling
Technologies in 1998 when it entered into an Agreement and Plan of Share
Exchange dated February 27, 1998 with AA Corp. under which the Registrant had
agreed to purchase all of the issued and outstanding stock of AA Corp. This
agreement was mutually rescinded by an agreement dated December 1999. Among the
reasons for rescission were: 1) AA Corp. was never a valid entity; and 2) its
primary shareholder was stated to be a trust that was never created and did not
exist. As a result of these circumstances, the proposed Agreement and Plan of
Share Exchange dated February 27, 1998 was deemed null and void. For purposes of
the financial information contained herein, the activity of AA Corp. is entirely
ignored and has been deemed to have never been a legal part of the Registrant.
The Registrant did issue stock as consideration for the acquisition of AA Corp.
Some of this stock was cancelled or returned. The value of the stock that was
issued as consideration for the acquisition of AA Corp. that was never returned
or cancelled has been deducted as an expense when it was issued.

During the fiscal year ended June 30, 1998, the Registrant operated two
restaurants through a wholly owned subsidiary. During the fiscal year ended June
30, 1998 one of these restaurants was abandoned. The wholly owned subsidiary
that operated the restaurants was sold in May of 1999, and the Registrant became
a Development Stage Enterprise at this point. All activity associated with the
restaurants is reflected as Discontinued Operations for purposes of the
financial information contained herein. The financial statements include the
accounts of the Company and its wholly owned subsidiary. All intercompany
transactions have been eliminated in consolidation.

Certain classifications from prior year financial statements have been changed
to conform to the current period presentation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements have been prepared assuming that the
Registrant will continue as a going concern. The Registrant has incurred losses
from operations and requires funds for its operational activities. These factors
raise substantial doubt about the Registrant's ability to continue as a going
concern. There are no assurances that funds will be available to execute the
Registrant's operating plan. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

For the fiscal years ended June 30, 1997 and 1998, the Registrant operated two
restaurants in Florida. One restaurant was closed in May of 1998 and the
subsidiary that owned both restaurants was sold in February 1999. The activities
from the operation of the restaurants are reported as Discontinued Operations in
the Statement of Operations for both the fiscal years ended June 30, 1997 and
June 30, 1998.

MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities and the reported amounts of income and
expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Registrant considers all liquid investments with a remaining maturity of
three months or less to be cash equivalents. Balances in bank accounts may, from
time to time, exceed federally insured limits. Due to the lapse of a significant
amount of time between the end of the fiscal year and commencement of the audit
performed in 2007, the Registrant wrote off all cash balances as of June 30,
1998 due to the difficulty in confirming the balances in the accounts nearly
nine years ago.

REVENUE RECOGNITION

The Registrant generated revenues from sales at its restaurants. These revenues
were reported as they were received, and have been included in the loss from
Discontinued Operations on the Statement of Operations.

                                       15
<PAGE>

PROPERTY AND EQUIPMENT

Property and equipment owned by the Registrant as of June 30, 1998 were written
off as of that date. This is due to the fact that all property was eventually
sold and that due to the lapse of time between the end of the fiscal year and
commencement of the audit performed in 2007, the verification of the existence
of equipment as of June 30, 1998 would be impossible.

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation," defines a fair value
based method of accounting for stock-based compensation. However, SFAS No. 123
allows an entity to continue to measure compensation cost related to stock and
stock options issued to employees using the intrinsic method of accounting
prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees." Entities electing to remain with the accounting
method of APB No. 25 must make pro forma disclosures of net income (loss) and
earnings (loss) per share, as if the fair value method of accounting defined in
SFAS No. 123 had been applied.

FISCAL YEAR-END

The Registrant had elected a June 30 year end for financial and income tax
reporting purposes. The fiscal year end was changed to May 31 in 2004 with the
acquisition of the Registrant's current operating subsidiary.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivatives must be recognized in the balance sheet at their fair market value,
and the corresponding derivative gains or losses be either reported in the
statement of operations or as a component of other comprehensive income
depending on the type of hedge relationship that exists with respect to such
derivative. Currently, the Registrant has no derivatives.

PRINCIPALS OF CONSOLIDATION

The Registrant's wholly owned subsidiary, Classic Restaurants International,
Inc. (a Florida Corporation, "Classic"), was formed in April of 1992. This
subsidiary was acquired in 1996. All of the operations of Classic are included
as Discontinued Operations in the financial statements. Classic was sold on
February 19, 1999.

NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during
the periods presented. No diluted loss per share amounts are disclosed as their
effect is antidilutive.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment owned by the Registrant as of June 30, 1998 were written
off as of that date. This is due to the fact that all property was eventually
sold and that due to the lapse of time between the end of the fiscal year and
commencement of the audit performed in 2007, the verification of the existence
of equipment as of June 30, 1998 would be impossible.

NOTE 4 - NOTES PAYABLE

The Registrant and its wholly owned subsidiary entered into notes payable with
various third parties from October 1994 through June 1997. As of June 30, 1998,
the total outstanding principal balance of these notes was $473,622. All of
these notes were payable as of June 30, 1998. None of these notes were ever
paid. In the fiscal year ended June 30, 1999, the Registrant wrote off a note in
the amount of $250,000 due to Voyager Select IPO Fund due to a lack of
consideration paid by Voyager. The Registrant sold its wholly owned subsidiary,
Classic Restaurants International, Inc., in the fiscal year ended June 30, 1999.
Notes with a principal balance of $113,448 were originally entered into by
Classic and thus were no longer a liability of the Registrant when Classic was
sold in February of 1999. The remaining notes with a principal balance of
$86,468 were written off in June of 2002 due to the lapse of the statute of
limitations for the holders to collect them.

NOTE 5 - LEASES AND COMMITMENTS:

As of June 30, 1998, the Registrant leased approximately 10,000 square feet of
space in Boca Raton, Florida pursuant to the terms of a five-year lease which
had expired in November 1997. The Registrant signed a letter of intent with the
landlord to renew the lease for an additional five-year term to begin in
November 1997. There is no evidence that a formal lease agreement was ever
executed and the Registrant sold its operations and eliminated any continued
obligation under the lease in February 1999. The monthly lease payment was
approximately $7,000.

                                       16
<PAGE>

The Registrant had also leased approximately 12,000 square feet of space for its
restaurant in Clearwater, Florida pursuant to the terms of a five-year,
six-month lease which expired on August 31, 1999. The Registrant was in default
of this lease at the time in which the Clearwater restaurant was closed. All
liabilities associated with this lease were disposed of when the subsidiary was
sold in February of 1999.

As of June 30, 1998, the Registrant rented executive offices in Norcross,
Georgia. The Registrant paid monthly rent of $1,521 for approximately 930 square
feet, pursuant to a five-year lease which expired October 1, 2001.

Minimum future rental payments under non-cancelable operating leases having
remaining terms in excess of one year as of June 30, 1998, for the next five
years and thereafter are as follows:

        Year ended June 30:
            1999            $ 18,252
            2000              18,252
            2001              18,252
            2002               4,563
                            --------
            Total           $ 59,319

NOTE 6 - STOCKHOLDERS' DEFICIT

The Registrant effectuated a reverse stock split on its Class A common stock at
a rate of twenty for one on April 20, 1998. The Registrant also effectuated
another reverse stock split on its Class A common stock at a rate of forty for
one on December 6, 2005. Both of these reverse stock splits have been reflected
in the presentation of the number of shares of Class A common stock outstanding
as of June 30, 1998 and June 30, 1997.

During the fiscal year ended June 30, 1998, the Registrant issued 12,742 shares
(adjusted for the reverse stock splits on April 20, 1998 and December 6, 2005)
of its Class A common stock for cash of $452,134.

During the fiscal year ended June 30, 1998, the Registrant issued 143 shares
(adjusted for the reverse stock splits on April 20, 1998 and December 6, 2005)
of its Class A common stock to retire debt of $80,000.

During the fiscal year ended June 30, 1998, the Registrant issued 98,635 shares
(adjusted for the reverse stock splits on April 20, 1998 and December 6, 2005)
of its Class A common stock for services valued at $1,995,867.

At June 30, 1998, the Registrant had outstanding warrants to purchase 244 shares
(adjusted for the reverse stock splits on April 20, 1998 and December 6, 2005)
of the Registrant's Class A common stock, at a price equal to the lesser of
$1,360 (strike price has been adjusted for the reverse stock splits on April 20,
1998 and December 6, 2005) or 60% of the closing bid price of the Registrant's
Class A common stock on the date of exercise. The warrants became exercisable in
June 1997 and expired in October 1999. None of these warrants were exercised.

The Registrant's Series A convertible preferred stock has common stock voting
rights and pays no dividends. The Series A convertible preferred stock is
redeemable at the option of the Registrant 12 months after issuance at $25,000
per share. The conversion price is the lesser of the closing bid price of the
Class A common stock on the date of the subscription agreement or 60% of the
average closing bid price for a period of 3 trading days immediately preceding
the date of conversion. All of this stock was cancelled as part of the sale of
the Registrant's wholly owned subsidiary in the fiscal year ended June 30, 1999.

The Registrant's Series B convertible preferred stock has voting rights and pays
a dividend at a rate of 11.5%. The Series B convertible preferred stock is not
redeemable by the Registrant. The conversion price is $1.50 per share. All of
this stock was cancelled as part of the sale of the Registrant's wholly owned
subsidiary in the fiscal year ended June 30, 1999. As of June 30, 1998,
dividends in arrears on the Series B convertible preferred stock was $8,152.

The Registrant's Series C convertible preferred stock does not have common stock
voting rights and is not entitled to receive dividends. The Series C convertible
preferred stock is redeemable by the Registrant any time after issuance at a
price of $50,000 per share. The conversion price is equal to the closing bid
price on the conversion date.

NOTE 7 - INCOME TAXES:

The Registrant's income tax expense is not significant.

At June 30, 1998, the Registrant has a net operating loss carryforward totaling
approximately $7,800,000 that may be offset against future taxable income
through 2011. No tax benefit has been reported in the accompanying financial
statements, because the Registrant believes there exists a possibility that the
carryforward will expire unused. Accordingly, the tax benefit of the loss

                                       17
<PAGE>

carryforward has been offset by a valuation allowance of the same amount. The
expected tax benefit that would result from applying federal statutory tax rates
to the pre-tax loss differs from amounts reported in the financial statements
because of the increase in the valuation allowance.

NOTE 8 - RELATED PARTY TRANSACTIONS

The Registrant wrote off $15,000 due from a shareholder as of June 30, 1998.
This amount was never collected.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

As of June 30, 1998, the Registrant had potential liabilities with the closing
of its restaurant in Clearwater, Florida. These liabilities included the
potential for lawsuits with vendors, former employees and other creditors who
were owed money at the time of the closing of the restaurant. Since the
subsidiary that owned and operated the restaurant was sold in February of 1999,
these liabilities are no longer the responsibility of the Registrant. The
current management of the Registrant does not believe that there are any current
liabilities associated with the Clearwater restaurant.

In May of 1997, Mark Shoom filed a lawsuit against the Registrant and James
Shaw, the President of the Registrant at the time. The suit attempted to collect
principal, interest and attorney's fees due under a promissory note dated
October 9, 1996 in the original principal amount of $80,000 payable by the
Registrant and personally guaranteed by Mr. Shaw. In June 1997, the Registrant
entered into a Settlement Agreement with Mr. Shoom under which the Registrant
agreed to issue Mr. Shoom 114,737 shares of its common stock (no adjustment for
the reverse stock split that occurred in 2005). This debt was written off in the
fiscal year ended June 30, 1998. Under the terms of the Settlement Agreement,
Mr. Shoom was guaranteed to net $103,000 from the sale of the stock issued to
him. The Registrant had to issue additional shares to Mr. Shoom in the fiscal
year ended June 30, 1999. The value of these additional shares was deducted as
interest expense. The note is considered fully settled.

On December 9, 1997, Evelyn Kuntz served a writ of garnishment on a bank account
of the Registrant in collection of a default judgment, which she had obtained
against Classic Restaurants International, Inc. (at the time a wholly owned
subsidiary of the Registrant) in the amount of $46,376.31 on August 20, 1997.
The writ of garnishment caused the bank to freeze the accounts of the Registrant
and its wholly owned subsidiary. Ms. Kuntz's initial suit was filed to collect
on the overdue payment of a promissory note issued by Classic. The Registrant
entered into an agreement with Ms. Kuntz and surrendered the funds held in the
frozen bank accounts, issued Ms. Kuntz 125,000 shares of its common stock (no
adjustment for the reverse stock split that occurred in 2005) and agreed to make
monthly payments to Ms. Kuntz. As of June 30, 1998, the Registrant's obligation
to Ms. Kuntz was approximately $14,000. Upon the sale of Classic in February
1999, the Registrant was indemnified of any further obligation to Ms. Kuntz.

John Jardine commenced legal action against the Registrant to recover damages
under a subordinated debenture. Mr. Jardine received a default judgment against
the Registrant in the amount of $253,000. This judgment has been accrued as of
June 30, 1998.

In June of 1999, the Registrant initiated a lawsuit against Voyager Select IPO
Fund ("Voyager"). In 1996 Voyager had invested $500,000 in the Registrant. In
consideration for this investment, the Registrant issued twenty shares of
convertible preferred stock, each of which was entitled to a liquidation
preference of $25,000. Subsequently, Voyager converted six shares of the
preferred stock into shares of common stock of the Registrant.

The lawsuit alleged that Voyager colluded with the former management of the
Registrant to enter into a Securities Purchase Agreement on June 23, 1997 with
the purpose of defrauding the Registrants shareholders and creditors at the
time. The net effect of the Securities Purchase Agreement was that Voyager
converted an investment in the Registrant with a liquidation preference of
$500,000 into an investment with a liquidation preference of $1,050,000,
including a cash payment due by the Registrant to Voyager in the amount of
$250,000. Because of its financial condition, the Registrant could not possibly
pay the cash due. By June 30, 1999, this matter was fully resolved without the
Registrant incurring any financial obligation to Voyager.

NOTE 10 - SUBSEQUENT EVENTS

The Registrant sold its wholly owned subsidiary, Classic Restaurants
International, Inc. ("Classic") to James Shaw, a former president and director
of the Registrant. The agreement to sell the subsidiary was executed on February
1999, but the Registrant has deemed the effective date of the sale to be July 1,
1998 since the Registrant effectively did not have control over the subsidiary
after Shaw resigned in August of 1998.

After the sale of Classic, the Registrant did not have any substantial business
activities until the acquisition of Ingen Technologies, Inc. (a Nevada
corporation) in March of 2004. The Registrant changed its name to Ingen
Technologies, Inc. and its subsidiary of the same name continued its business
activities as a wholly owned subsidiary of the Registrant.

                                       18
<PAGE>

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

None.

ITEM 8A. CONTROLS AND PROCEDURES

(a) The Chief Executive Officer and the Chief Financial Officer have within 90
days of the filing date of this annual report made an evaluation of the
company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Act of 1934, as amended). In their opinion, the
disclosure controls and procedures are adequate because the systems of controls
and procedures are designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows for the respective periods being presented. Moreover, the
evaluation did not reveal any significant deficiencies or material weaknesses in
the Registrant's disclosure controls and procedures.

(b) There have been no significant changes in the Registrant's internal controls
or in other factors that could significantly affect these controls since the
last evaluation.

ITEM 8B. OTHER INFORMATION

None.

                                    PART III.

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

Officers and Directors.

The names, ages, and respective positions of the directors, executive officers,
and key employees of the Registrant are set forth below; there are no other
promoters or control persons of the Registrant. The directors named below will
serve until the next annual meeting of the Registrant's stockholders or until
their successors are duly elected and have qualified. Directors are elected for
a one-year term at the annual stockholders' meeting. Officers will hold their
positions at the will of the board of directors, absent any employment
agreement. The directors and executive officers of the Registrant are not a
party to any material pending legal proceedings and, to the best of their
knowledge, no such action by or against them has been threatened.

<TABLE>
                                              POSITION                    DATES
NAME                       AGE              WITH COMPANY               OF SERVICE
----                       ---              ------------               ----------
<S>                        <C>              <C>                        <C>
James R. Shaw              52               President                  February 1996- August 1998
                                            & Director                 February 1996- August 1998

June Cuba                  47               Vice President             August 1997- October 1998
                                            Director                   February 1998-July 1998

Ronald Lambert             64               Director                   June 1997-July 1998

Bailey Spears              *                Director                   January 1998-February 1998

Frank G. Pringle           63               Chairman & Director        February 1998- June 1999
                                            Chief Executive Officer

Benjamin A. Silber         63               Director                   March 1998 - October 2000

John Prezby                *                Director                   October 1998-February 1999

Stephen LaSala             *                President & Director       January 1999- October 2000

Edward T. Whelan           *                President & Director       October 2000-March 2004

Scott R. Sand              48               Chairman,                  March 2004 - current
                                            Chief Executive Officer
                                            and Director

Thomas J. Neavitt          75               Secretary and              March 2004 - current
                                            Chief Financial Officer

KHOO Yong Sin              42               Director                   October 2004 - current

Christopher A. Wirth       51               Director                   March 2004 - current

Curt A. Miedema            49               Director                   March 2004 - current

Stephen O'Hara             53               Director                   December 2004 - current

John Finazzo               41               Director                   June 2005 - current

  * No information available on these directors who served either temporarily or
during periods of inactivity. The Registrant no longer has any contact with the
former directors.
</TABLE>

                                       19
<PAGE>

SIGNIFICANT EMPLOYEES

None.

FORMER OFFICERS AND DIRECTORS:

JAMES R. SHAW served as the President, Treasurer, and a director of the
Registrant from February 1, 1996 through August 1998. Mr. Shaw also served as
the president and a director of Classic Restaurants International, Inc. (a
former wholly owned subsidiary of the Registrant) from its inception in 1992
through 1998. Prior to his tenure with the Registrant, he was the executive vice
president, co-manager, and co-franchise owner of a Schneider Securities, Inc.
office in Atlanta, Georgia, from April 1992 to February 1994. Schneider
Securities, Inc. is a securities broker-dealer firm. From January 1990 to April
1992, he was the manager and franchise owner of a Pacific Southern Securities
office in Atlanta, Georgia. From 1986 to January 1990, Mr. Shaw was a
stockbroker with several other broker-dealer firms. He received a Bachelor of
Music degree from Carson-Newman College in 1979 and a Master of Music degree
from Southern Baptist Theological Seminary in 1986.

JUNE CUBA served as a Vice President of the Registrant from August 1997 through
October 1998. She served as a director of the Registrant from February 1998
through July 1998. Prior to joining the Registrant, Ms. Cuba was the office
manager of Destiny Travel, a travel agency, from June 1994 to April 1997. From
September 1993 to May 1994, Ms. Cuba was the accounting manager for World
Technology, an airline reservations company where she was involved in the
organization of its accounting department. From July 1987 to August 1993, Ms.
Cuba was the accounting manager for HCI Travel, a travel agency. Ms. Cuba
received a B.A. degree in business administration from Kennesaw State University
in 1983.

RONALD LAMBERT was a director of the Registrant from June 1997 through July
1998. Mr. Lambert is a licensed stockbroker. Mr. Lambert has been a stockbroker
with Great American Financial Network, Inc. since June 1994. From April 1992 to
May 1994, Mr. Lambert was a stockbroker with Schneider Securities, Inc. Prior to
joining Schneider Securities, Inc., Mr. Lambert was a stockbroker with Pacific
Southern Securities, Inc.

BAILEY SPEARS served as a director of the Registrant from January 1998 through
February 1998. The Registrant does not have any biographical information on Mr.
Spears on file.

FRANK G. PRINGLE served as a co-President and Chairman of the Board of Directors
of the Registrant from February 1998 through June 1999. In 1990, Mr. Pringle
organized R & D Innovators, Inc. and was employed by such company from 1990
through his tenure with the Registrant. Mr. Pringle holds a number of patents in
the field of engineering.

BENJAMIN SILBER was a director of the Registrant from February 1998 through
October 2000. Mr. Silber is an attorney admitted to practice in the State of New
Jersey since 1996. Mr. Silber was a partner in the firm of Silber & Neef for
four years. From 1996 through 1998, he maintained a law office as a sole
practioner. Mr. Silber is a member of the Salem County Bar Association, State of
New Jersey Bar Association and the American Bar Association. His practice is
concentrated in the areas of real estate, landlord/tenant and commercial
litigation.

JOHN PREZBY served as a director of the Registrant from October 1998 through
February 1999. The Registrant does not have any biographical information on Mr.
Prezby on file.

STEPHEN LASALA served as a president and director of the Registrant from January
1999- October 2000. The Registrant does not have any biographical information on
Mr. LaSala on file.

EDWARD T. WHELAN served as a president and director of the Registrant from
October 2000-March 2004. The Registrant does not have any biographical
information on Mr. Whelan on file.

CURREN OFFICERS AND DIRECTORS (since the March 2004 acquisition of Ingen
Technologies, Inc.):

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

                                       20
<PAGE>

THOMAS J. NEAVITT has served on the Board of Directors of the Registrant since
the acquisition of Ingen in March 2004. Mr. 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.

YONG SIN KHOO has served as a director of the Registrant since October 2004.
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 extensive
experience as a logistics systems engineer in the military and retail
engineering with the oil major, Shell. In addition, he has significant
experience in the area of mergers & acquisitions. In 1984, he was awarded a
scholarship by the Singapore government to pursue electrical engineering at the
University of Queensland, Australia. In the area of information technology, he
was responsible for managing Shell Singapore's Y2K project for the marketing
function. Another IT pioneering effort was the use of artificial intelligence to
develop diagnostic tools for maintenance support for the Army's radar systems.
His current business interests are focused in the areas of biomedical and
environmental technologies. He has a Bachelor's Degree in Electrical Engineering
from the University of Queensland.

CHRISTOPHER A. WIRTH has served on the Board of Directors of the Registrant
since the acquisition of Ingen in March 2004. Mr. 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 has served as on the Board of Directors of the Registrant since
the acquisition of Ingen in March 2004. 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, has served as a director of the Registrant since December
2004. 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's 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, has served as a director of the Registrant since June 2005.
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.

                                       21
<PAGE>

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Registrant's Class A Common Stock was registered under Section 12(g) of the
Exchange Act on June 28, 1996, and thereby became subject to the reporting
requirements of Section 16(a) on that date. Section 16(a) requires the Company's
directors and executive officers, and holders of more than 10% of the Company's
Common Stock, to file with the Securities and Exchange Commission ("SEC")
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Such officers, directors and 10%
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

Based on its review of such filings currently available, the Registrant believes
that the following were Section 16(a) deficiencies in the fiscal year ended June
30, 1998:

James Robert Shaw received 1,580,000 shares of Class A Common stock on June 12,
1998 (39,500 shares as adjusted for the forty-for-one reverse stock split
effectuated on December 6, 2005). These shares were later cancelled. No filings
were made with respect to this stock issuance or the subsequent cancellation of
the stock. The Registrant is not aware of any Section 16(a) filings made by Mr.
Shaw during the fiscal year ended June 30, 1998.

June Cuba was not issued any stock nor is the Registrant aware of any stock
sales made by Ms. Cuba during the fiscal year ended June 30, 1998. The
Registrant is not aware of any Section 16(a) filings made by Ms. Cuba during the
fiscal year ended June 30, 1998.

Ronald Lambert was not issued any stock nor is the Registrant aware of any stock
sales made by Mr. Lambert during the fiscal year ended June 30, 1998. The
Registrant is not aware of any Section 16(a) filings made by Mr. Lambert during
the fiscal year ended June 30, 1998.

Bailey Spears did not file a Form 3 upon his appointment as director of the
Registrant Company in January 1998. The Registrant is not aware of any Section
16(a) filings made by Mr. Spears during the fiscal year ended June 30, 1998.

Frank Pringle did not file a Form 3 upon his appointment as director of the
Registrant Company in February 1998. Mr. Pringle received 4,310,000 (107,750
shares as adjusted for the forty-for-one reverse stock split effectuated on
December 6, 2005) shares of Class A Common stock on June 12, 1998. 914,615
(22,866 shares as adjusted for the forty-for-one reverse stock split effectuated
on December 6, 2005) of these shares were later cancelled. No filings were made
with respect to this stock issuance or the subsequent cancellation of the stock.
The Registrant is not aware of any Section 16(a) filings made by Mr. Pringle
during the fiscal year ended June 30, 1998.

Benjamin Silber did not file a Form 3 upon his appointment as director of the
Registrant Company in March 1998. Mr. Silber received 25,000 (625 shares as
adjusted for the forty-for-one reverse stock split effectuated on December 6,
2005) shares of Class A Common stock on June 12, 1998. These shares were later
cancelled. No filings were made with respect to this stock issuance or the
subsequent cancellation of the stock. The Registrant is not aware of any Section
16(a) filings made by Mr. Silber during the fiscal year ended June 30, 1998.

MANAGEMENT CODE OF ETHICS AND BUSINESS CONDUCT

The Registrant currently has adopted a "Management Code of Ethics and Business
Conduct" ("Code"), a code of ethics that will apply to its employees (once
employees are hired), and applies to officers and directors of the Registrant. A
copy of the Code is posted on the current Internet site of the Registrant at
www.ingen-tech.com. In the event that any amendments are made 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, the Registrant intends to
disclose such amendment or waiver and the reasons therefore on a Form 8-K or on
its next periodic report.

AUDIT COMMITTEE

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

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrant does not currently have an audit committee and therefore does not
have an audit committee financial expert.

                                       22
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.
--------

The table below shows the compensation paid to the Registrant's President for
the past two fiscal years. No other officers or employees received total
compensation that exceeded $100,000.

<TABLE>
<S>     <C>
                                                     Summary Compensation Table

                                        Annual Compensation                         Long-term Compensation

Name and                Fiscal                       Other       Restricted     Securities                  All
principal               Year                         annual        stock        underlying     LTIP        other
position                Ended      Salary   Bonus  compensation    awards       options/SARs  payouts    compensation
--------                -----      ------   -----  ------------    ------       ------------  -------    ------------
  (a)                    (b)        (c)      (d)       (e)           (f)           (g)          (h)          (i)

James Shaw,
President & Chairman   6/30/1998     0        0         0             0             0            0           0
                       6/30/1997     0        0         0             0             0            0           0
</TABLE>

There are no outstanding stock options.

There are no employment agreements with any of the Registrant's executive
officers.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------

         The following table sets forth certain information regarding the
beneficial ownership of the Registrant's common stock by each person or group
that is known by the Registrant to have been the beneficial owner of more than
five percent of its outstanding common stock, each director and officer of the
Registrant and all directors and executive officers of the Registrant as a group
as of June 30, 1998. Unless otherwise indicated, the Registrant believes that
the persons named in the table below, based on information furnished by such
owners, have sole voting and investment power with respect to the common stock
beneficially owned by them, where applicable. For information on current
security ownership of certain beneficial owners and current management of the
Registrant, please see current filings made by the Registrant with the SEC.

Title of          Name and Address of      Amount and Nature       Percent
 Class            Beneficial Owner       of Beneficial Owner       of Class
 -----            ----------------       -------------------       --------

Common   James R. Shaw                         7,368                6.15%
         Current address unknown

Common   June Cuba                                 0                0.00%
         Current address unknown

Common   Ronald Lambert                            0                0.00%
         Current address unknown

Common   Benjamin Silber                       7,128                5.95%
         Current address unknown

Common   Frank Pringle                        63,010               52.61%
         Current address unknown

All Directors and Officers on June 30, 1998
as a Group (5 Persons)                        77,506               64.72%


All stock ownership has been adjusted for the forty-for-one reverse stock split
effectuated on December 6, 2005.

All other classes of stock (Class B Common and various preferred classes) have
been ignored since all of these shares of stock were eventually cancelled.

EQUITY COMPENSATION PLAN INFORMATION

As of June 30, 1998, the Registrant did not have an equity compensation plan.
Currently, the Registrant does not have any equity compensation plans in effect.

CHANGES IN CONTROL

On June 12, 1998 as part of its acquisition of AA Corp. (which was later
rescinded), Frank Pringle became co-president of the Registrant. He shared this
title with James Shaw. As of June 12, 1998, Mr. Pringle owned more than 50% of
the outstanding Class A common shares of the Registrant. Mr. Shaw resigned in
August of 1998.

                                       23
<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Registrant had previously borrowed money from Crown Resources, Inc., a
corporation controlled by the Registrant's president James Shaw. The Registrant
had also made loans to Mr. Shaw. All of these amounts were written off as of
June 30, 1998.

                                     PART IV

ITEM 13. EXHIBITS
--------

(a) EXHIBITS



(b) REPORTS ON FORM 8-K



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
--------

The following table sets forth fees billed to us by our auditors during the
fiscal years ended June 30, 1998 and 1997 for: (i) services rendered for the
audit of our annual financial statements and the review of our quarterly
financial statements, (ii) services by our auditor that are reasonably related
to the performance of the audit or review of our financial statements and that
are not reported as Audit Fees, (iii) services rendered in connection with tax
compliance, tax advice and tax planning, and (iv) all other fees for services
rendered.

                                       June 30, 1998          June 30, 1997
                                       -------------          -------------
(i)        Audit Fees                      $  -                    $  -
(ii)       Audit Related Fees                 -                       -
(iii)      Tax Fees                           -                       -
(v)        All Other Fees                     -                       -
                                           ----                    ----
Total fees                                 $  -                    $  -
                                           ====                    =====

AUDIT FEES. Consists of fees billed for professional services rendered for the
audit of the Company's consolidated financial statements and review of the
interim consolidated financial statements included in quarterly reports and
services that are normally provided by the auditing firm of the Registrant
__________________________ in connection with statutory and regulatory filings
or engagements.


AUDIT-RELATED FEES. Consists of fees billed for assurance and related services
that are reasonably related to the performance of the audit or review of the
registrant's consolidated financial statements and are not reported under "Audit
Fees." There were no Audit-Related services provided in fiscal 1998 or 1997.

TAX FEES. Consists of fees billed for professional services for tax compliance,
tax advice and tax planning.

ALL OTHER FEES. Consists of fees for products and services other than the
services reported above. There were no management consulting services provided
in fiscal 1998 or 1997.

                                       24
<PAGE>

                                   SIGNATURES

            In accordance with section 13 or 15(d) of the Exchange Act, 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
                                               --------------------------------
                                           Name:  Scott R. Sand
                                           Title: Chief Executive Officer and
                                                  Chairman

                                           Date:  February 8, 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, 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.

Signature               Title                         Date
---------               -----                         ----
/s/ Scott R. Sand
-----------------------
Scott R. Sand           Chief Executive Officer,
                        Chairman (Principal
                        Executive Officer)


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


/s/ Khoo Yong Sin
-----------------------
Khoo Yong Sin           Director


/s/ Christopher A. Worth
-----------------------
Christopher A. Worth    Director


/s/ Curt A. Miedema
-----------------------
Curt A. Miedema         Director


/s/ Stephen O'Hara
-----------------------
Stephen O'Hara          Director


/s/ John Finazzo
-----------------------
John Finazzo            Director


                                       25