10KSB/A 1 ingen_10ksba-053105.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-KSB/A ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2005 Commission File Number ___________ INGEN TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Georgia 88-0429044 ------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 35193 Avenue "A", Suite-C, Yucaipa, California 92399 ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (800) 259-9622 -------------- (Registrant's telephone number, including area code) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: Common Stock, no par value -------------------------- (Title of Class) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x ] No [] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [x] The Registrant had revenues of $794,314 for its most recent fiscal year. As of May 31, 2005, the aggregate market value of the voting stock of the Registrant held by non-affiliates of the Registrant was $891,000.* The number of shares of Common Stock, no par value, outstanding on May 31, 2005, was 127,287,593. * Excludes the Common Stock held by executive officers, directors and stockholders whose ownership exceeds 5% of the Common Stock outstanding on May 31, 2005. The calculation does not reflect a determination that such persons are affiliates for any other purposes. DOCUMENTS INCORPORATED BY REFERENCE None This Form 10-KSB/A is being filed to amend Ingen Technologies, Inc.'s Annual Report on Form 10-KSB for our fiscal year ended May 31, 2005 (filed on November 7, 2005). The purpose of this amendment is to include the certification of our Chief Executive Officer and our Chief Financial Officer under Section 906 of Sarbanes-Oxley. Generally, no attempt has been made in this Form 10-KSB/A to modify or update other disclosures presented in the original report on Form 10-KSB. This Form 10-KSB/A does not reflect events occurring after the filing of the original Form 10-KSB or modify or update those disclosures except as aforesaid. Information not affected by the amendment is unchanged and reflects the disclosure made at the time of the original filing of the Form 10-KSB with the Securities and Exchange Commission on November 7, 2005. The following item or items have been amended as a result of the filing of this amendment: ANNUAL REPORT ON FORM 10-KSB/A Fiscal Year ended May 31, 2005 TABLE OF CONTENTS PART III ITEM 13. EXHIBITS (All Exhibits have been properly signed by the parties. Original agreements are filed in our offices) 32.1 Certificate pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Scott R. Sand, Chief Executive Officer and Thomas J. Neavitt, Chief Financial Officer. -------------------------------------------------------------------------------- PART III ITEM 13. EXHIBITS (All Exhibits have been properly signed by the parties. Original agreements are filed in our offices) SIGNATURE In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized (by Power of Attorney in 10-KSB filed November 7, 2005). INGEN TECHNOLOGIES, INC. By: /s/ Scott R. Sand ------------------------------------ Scott R. Sand Chief Executive Officer and Chairman (Principal Executive Officer) Date: December 5, 2006