8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 28, 2005

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


             Georgia                  000-28704               88-0429044
             -------                  ---------               ----------
 (State or other jurisdiction of     (Commission           (I.R.S. Employer
 incorporation or organization)      File Number)        Identification Number)

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

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

                                 Not Applicable
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ]  Written communications pursuant to Rule 425 under the Securities Act
          (17 CFR 230.425)

     [ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
          CFR 240.14a-12)

     [ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
          Exchange Act (17 CFR 240.14d-2(b))

     [ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
          Exchange Act (17 CFR 240.13e-4(c))



3.03   Material Modification to Rights of Security Holders; and
5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     On October 31, 2005, in a Special Shareholders' Meeting, our shareholders
voted to reduce the number of our authorized common shares from 500 million to
100 million. Shareholders also voted to authorize a 40 into 1 reverse split of
issued common shares and a 3 into 1 reverse split of our outstanding preferred
shares. This reduced the number of our outstanding common shares from
479,737,593 (as of the Special Shareholders' Meeting date) to 11,993,439 shares
and our outstanding preferred shares to 13.3 million from 39.9 million shares
outstanding.

     Our Board of Directors further changed the attributes of our preferred
shares in a Resolution dated October 11, 2005. This resolution was contingent
upon shareholders voting to reduce the number of authorized common shares and
authorize the reverse split of common shares as aforesaid and became effective
upon shareholders authorizing these actions in the Special Shareholders' Meeting
on October 31, 2005.

     Previously, Article Three, section 3.1(b) authorized a total of forty
million preferred shares. Article Three, section 3.4 authorized three million
shares of Series A convertible preferred shares.

     Per the resolution of October 11, 2005, all the remaining authorized
preferred shares, totaling thirty-seven million shares, became Series A
preferred shares. Another words, all authorized preferred shares of the company
are now designated as Series A Convertible Preferred Stock ("Series A shares").
Furthermore, the issuance of all company preferred stock to date was designated
as the issuance of Series A Convertible Preferred Stock. Series A shares are now
convertible to company common shares on a one-Series A-share to one-common-share
basis (and not on a one-Series A-share to ten-common-shares basis). Series A
shares now have one vote per share (and not 15 votes per share). This Resolution
was also approved by our 2 existing preferred shareholders.

     Our Amended and Restated Articles of Incorporation, included herein as an
Exhibit, are on file with the Secretary of State of Georgia.

5.02   Departure of Directors or Principal Officers; Election of Directors;
       Appointment of Principal Officers

     On January 5, 2006, our Board of Directors approved a resolution removing
Zinovy Lekht, MD, from the Board. This was done because Dr. Lekht did not have
enough time to devote to his duties as director.

     The resolution (2006.1) is included herewith as an Exhibit.



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated:  January 10, 2006            Ingen Technologies, Inc.



                                    By: /s/ Scott R. Sand
                                        -------------------------------------
                                        Scott R. Sand,
                                        Chief Executive Officer and Chairman



TABLE OF EXHIBITS
(All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)


      EXHIBIT NO.             DESCRIPTION


         3.1      Amended and Restated Articles of Incorporation of Ingen
                  Technologies, Inc., as filed with the Georgia Secretary of
                  State on or about December 28, 2005

         5.1      Resolution 2006.1 of the Ingen Technologies, Inc. Board of
                  Directors, dated January 5, 2006

EX-3.1

Exhibit 3.1

                              AMENDED AND RESTATED

                          ARTICLES OF INCORPORATION OF

                            INGEN TECHNOLOGIES, INC.

Pursuant to the provisions of the Georgia Business Corporation Code, the
undersigned corporation hereby amends and restates its Articles of Incorporation
and for that purpose, submits the following statement:

1. The name of the corporation is: INGEN TECHNOLOGIES, INC.

2. Set forth below is the complete text of the amended and restated articles of
incorporation recommended by the corporation's board of directors and approved
by the corporation's shareholders.

                                   ARTICLE ONE

     The name of the corporation is Ingen Technologies, Inc.

                                   ARTICLE TWO

     The corporation is organized for profit under the provisions of the Georgia
Business Corporation Code, and may engage in all business permitted by
applicable law.

                                  ARTICLE THREE

     3.1 The corporation has the authority to issue not more than:

     (a) One Hundred Million (100,000,000) shares of common stock of no par
     value per share (the "Common Stock"); and

     (b) Forty Million (40,000,000) shares of preferred stock of no par value
     per share (the "Preferred Stock") which may be issued in one or more
     classes or one or more series by the Board of Directors as hereinafter
     provided.

     3.2 The shares of Common Stock shall be entitled to receive the net assets
of the corporation upon dissolution and shall be entitled to one (1) vote per
share on all matters and shall be entitled to receive distributions from time to
time, from legally available funds, as determined by the board of directors.

     3.3 The shares of Preferred Stock of the corporation may be issued from
time to time in one or more classes or one or more series. The Preferred Stock
shall have such voting rights, no voting rights, or such special voting rights
as the Board of Directors may fix and determine in issuing such stock, and shall
have rights to receive cumulative, non-cumulative, or partially cumulative
dividends as the Board of Directors shall fix and determine. Moreover, the
shares of Preferred Stock shall have such other rights and preferences,
including, but not limited to redemption, liquidation preference, conversion,
and dilution rights as may be allowed under the Georgia Business Corporation
Code and set forth by the Board of Directors in writing and filed with the
Georgia Secretary of State at the time such class or series is designated.

     3.4 The corporation designates Forty Million (40,000,000) shares of its
Preferred Stock as the Series A Convertible Preferred Stock (the "Series A")
with the following rights, preferences and limitations.

     (a) CLASS or SERIES. The number of shares of Preferred Stock constituting
the Series A shall be Forty Million (40,000,000).



     (b) DIVIDENDS. The Series A shall not be entitled to receive any dividends
from the corporation.

     (c) REDEMPTION. The corporation shall have the right, but not the
obligation to redeem each share of Series A for One Dollar ($1.00) per share.

     (d) LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution, or winding up of the corporation, each share of Series
A shall be entitled to receive from the assets of the corporation One Dollar
($1.00) per share, which shall be paid or set apart before the payment or
distribution of any assets of the corporation to the holders of the Common Stock
or any other equity securities of the corporation.

     (e) VOTING RIGHTS. Each share of Series A shall be entitled to vote on all
matters with the holders of the Common Stock. Each share of Series A shall be
entitled to one (1) vote. Further, the holders of the Series A voting as a class
shall be entitled to elect one person to serve on the corporation's Board of
Directors.

     (f) CONVERSION RIGHTS. Each share of Series A shall be convertible, at the
option of the holder thereof and subject to notice requirements of paragraph
(f)(i) below, at any time after the date of issuance of such share into one (1)
share of fully paid and non-assessable share of Common Stock.

          (i) Each Series A stockholder who desires to convert into the
corporation's Common Stock must provide a 65 day written notice to the
corporation of their intent to convert one or more shares of Series A into
Common Stock. The corporation may, in its sole discretion, waive the written
notice requirement and allow the immediate exercise of the right to convert.
Before any holder shall be entitled to convert, he shall surrender the
certificate or certificates representing Series A to be converted, duly endorsed
or accompanied by proper instruments of transfer, at the office of the
corporation or of any transfer agent, and shall given written notice to the
corporation at such office that he elects to convert the same. The corporation
shall, as soon as practicable thereafter, issue a certificate or certificates
for the number of shares of Common Stock to which the holder shall be entitled.
The corporation shall reserve and keep available out of its authorized, but
unissued Common Stock, such number of shares of Common Stock as shall from time
to time be sufficient to effect conversion of the Series A.

     (g) DILUTION PROTECTION. The shares of Series shall not be effected by or
subject to adjustment following any change to the amount of authorized shares of
Common Stock or the amount of Common Stock issued and outstanding caused by any
split or consolidation of the corporation's Common Stock.

                                  ARTICLE FOUR

     The address of the initial registered office and the name of the initial
registered agent of the corporation at its registered office in Georgia is
omitted under Georgia Business Corporation Code Section 14-2-1002.

                                  ARTICLE FIVE

     The name and address of the incorporator is omitted under Georgia Business
Corporation Code Section 14-2-1002.



                                   ARTICLE SIX

     The mailing address of the initial principal office of the corporation is
omitted under Georgia Business Corporation Code Section 14-2-1002.

                                  ARTICLE SEVEN

     7.1 A director of the corporation shall not be personally liable to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, except for liability (i) for any appropriation, in
violation of his duties, of any business opportunity of the corporation, (ii)
for acts or omissions which involve intentional misconduct of a knowing
violation of law, (iii) of the types set forth in Georgia Business Corporation
Code Section 14-2-832, or (iv) for any transaction from which the director
derived an improper personal benefit.

     7.2 Any repeal or modification of the provisions of this Article by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such repeal or modification.

     7.3 If the Georgia Business Corporation Code is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on personal liability provided herein, shall be limited to the
fullest extent permitted by the amended Georgia Business Corporation Code.

     7.4 In the event that any of the provisions of this Article (including
within a single sentence) is held by a court of competent jurisdiction to be
invalid, void or otherwise unenforceable, the remaining provisions are severable
and shall remain enforceable to the fullest extent permitted by law.

3. The date of the adoption of the amended and restated articles of
incorporation amendment was December 7, 2005 to be effective on filing with the
Georgia Secretary of State. The changes to the series of Preferred Stock made by
the foregoing amended and restated articles are intended to cure a drafting
error made by the corporation in the creation of the Series B preferred stock
instead of the designating all shares of Preferred Stock as Series A with the
commensurate changes in rights, preferences, and limitations approved by the
stockholders of the corporation at a meeting held October 31, 2005.

4. The amendment was approved by the shareholders and that approval was obtained
in accordance with the provisions of Code Section 14-2-1003.


Date: December 13, 2005


                                      By:   /s/ Scott R. Sand
                                      Name: Scott R. Sand
                                      Title: Chief Executive Officer
                                      and Chairman of the Board of Directors

EX-5.1

Exhibit 5.1

                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2006.1

     BE IT KNOWN THAT, on the 5th day of January, 2006 at a duly constituted
special meeting of the Directors of Ingen Technologies, Inc., the following
resolution was voted and approved upon motion duly made and seconded:

     Zinovy Lekht, MD, is hereby removed from the Board of Directors.

     This resolution is necessary because, regrettably, Dr. Lekht does not have
the time available to devote to his duties as Director.

                           CERTIFICATION BY SECRETARY

     I am the Secretary of Ingen Technologies, Inc. I hereby certify that the
foregoing is a true and correct copy of the Resolution adopted by the Board of
Directors of Ingen Technologies, Inc. on January 5, 2006 in accordance with the
provisions of our Bylaws.

     IN WITNESS WHEREOF, I have this 5th day of January, 2006, subscribed my
name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal
to be affixed hereto (if such a seal exists).

/s/ Thomas J. Neavitt
- -------------------------------------------
Secretary of Corporation

                                WAIVER OF NOTICE

     The undersigned Directors of Ingen Technologies, Inc. hereby waive notice
of the special Directors' meeting held on January 5, 2006. We consent to all
actions taken in the meeting. Faxed and electronic signatures are as valid as
original signatures hereupon, and may be signed in counterparts.

/s/ Scott R. Sand                     /s/ Curt Miedema
- -------------------------------       --------------------------------
Scott R. Sand                         Curt Miedema

/s/ Chris Worth                       /s/ Khoo Yong Sin
- -------------------------------       --------------------------------
Chris Wirth                           Khoo Yong Sin

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