10QSB 1 ingen_10q-123198.txt -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ----------- FORM 10-QSB ----------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934 For the quarterly period ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ----------- Commission file number 0-28704 INGEN TECHNOLOGIES, INC. (Formerly Creative Recycling Technologies, Inc.) -------------------------------------- Incorporated pursuant to the Laws of the State of Georgia ----------- Internal Revenue Service - Employer Identification No. 84-1122431 35193 Avenue "A", Suite-C Yucaipa, CA 92399 ----------------- (800) 259-9622 -------------- Address of principal executive offices and Issuer's Telephone Number Indicate by check mark whether the registrant (1) has filed all reports required 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 [ ] No [X] The total number of shares of the Registrant's Class A Common Stock, no par value, outstanding on December 31, 1998 was 205,565. The total number of shares of the Registrant's Class A Common stock outstanding on January 31, 2007 was 29,609,610. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3 BALANCE SHEET AS OF DECEMBER 31, 1998 3 STATEMENTS OF OPERATIONS 4 FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997 STATEMENTS OF CASH FLOWS 5 FOR THE SIX MONTHS ENDED DECEMBER 31, 1998 AND DECEMBER 31, 1997 NOTES TO UNAUDITED FINANCIAL STATEMENTS 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 10 FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 3. CONTROLS & PROCEDURES 11 PART II - OTHER INFORMATION 11 ITEM 1. LEGAL PROCEEDINGS 11 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND 13 USE OF PROCEEDS ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13 ITEM 4. SUBMISSION OF MATTERS TO A VOTE 13 OF SECURITY HOLDERS ITEM 5. OTHER INFORMATION 13 ITEM 6. EXHIBITS 13 SIGNATURE 14 CERTIFICATIONS EXHIBIT 31.1 EXHIBIT 31.2 EXHIBIT 32.1 2 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS FOR PERIOD ENDING DECEMBER 31, 1998.
CREATIVE RECYCLING TECHNOLOGIES, INC. (now known as Ingen Technologies, Inc.) BALANCE SHEET AS OF DECEMBER 31, 1998 (UNAUDITED) ASSETS December 31, 1998 ------------- (Unaudited) None TOTAL ASSETS $ 0 ============= LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable $ 167,406 Accrued expenses 305,797 Notes payable 360,174 ------------- Total current liabilities 833,377 ------------- Total liabilities 833,377 Shareholders' deficit: Common stock Class A, no par value; 100,000,000 shares authorized; 205,565 shares issued and outstanding as of December 31, 1998 7,569,976 Common stock Class B, no par value 200,000,000 shares authorized, no shares issued and outstanding as of December 31, 1998 0 Preferred stock Series A, convertible, stated value $25,000 per share, 20 shares authorized, no shares issued and authorized as of December 31, 1998 0 Preferred stock Series B, convertible, stated value $15 per share, 12,000 shares authorized, no shares issued and authorized as of December 31, 1998 0 Preferred stock Series C, convertible, stated value $50,000 per share, 12 shares authorized, no shares issued and authorized as of December 31, 1998 0 Accumulated deficit (8,403,353) ------------- Total shareholders' deficit (833,377) ------------- Total liabilities and shareholders' deficit $ 0 ============= The accompanying notes are an integral part of these consolidated financial statements. 3 CREATIVE RECYCLING TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS SIX MONTHS THREE MONTHS SIX MONTHS ENDED ENDED ENDED ENDED DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 1998 1998 1997 1997 ------------- ------------- ------------- ------------- General and administrative expenses $ (368,250) $ (833,125) $ -- $ -- Other income -- 12 460 Interest expense (3,306) (6,611) (13,479) (25,214) ------------- ------------- ------------- ------------- Loss before provision for income taxes (371,556) (839,736) (13,467) (24,754) Provision for income taxes -- -- -- -- ------------- ------------- ------------- ------------- Net loss before discontinued operations (371,556) (839,736) (13,467) (24,754) Gain (loss) from discontinued operations -- 397,261 (57,520) (335,158) ------------- ------------- ------------- ------------- Net loss (371,556) (442,475) (70,987) (359,912) ============= ============= ============= ============= Net loss per share before discontinued operations $ (1.94) $ (5.16) $ (1.42) $ (3.03) Net loss per share from discontinued operations $ -- $ 2.44 $ (6.05) $ (41.02) Basic net loss per weighted share $ (1.94) $ (2.72) $ (7.47) $ (44.05) Basic weighted average shares outstanding 191,815 162,663 9,506 8,170 The accompanying notes are an integral part of these consolidated financial statements. 4 CREATIVE RECYCLING TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS (UNAUDITED) Six months Six months ended ended December 31, December 31, 1998 1997 ------------ ------------ Cash flows from Operating Activities: Net income (net loss) (839,736) (24,574) ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Expenses paid with stock 833,124 0 Increase in accrued expenses 6,612 0 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES 0 (24,574) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment 0 (2,309) NET CASH PROVIDED BY INVESTING ACTIVITIES 0 (2,309) CASH FLOWS FROM FINANCING ACTIVITIES: Sale of common stock 0 348,804 Payment on long-term debt 0 (27,161) Advances to officers 0 (129,368) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 0 192,275 ------------ ------------ NET CASH USED IN DISCONTINUED OPERATIONS (191,190) Net increase (decrease) in cash 0 (25,798) Cash, at beginning of period 0 36,656 ------------ ------------ Cash, at end of period 0 10,858 ============ ============ The accompanying notes are an integral part of these consolidated financial statements.
5 CREATIVE RECYCLING TECHNOLOGIES, INC. NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE 1 - OVERVIEW AND BASIS OF PRESENTATION Overview Creative Recycling Technologies, Inc., (now known as Ingen Technologies, Inc. and 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. As of December 31, 1998, the Registrant owned and operated a restaurant through a wholly owned subsidiary. The wholly owned subsidiary that operated the restaurants was sold in 1999, and the Registrant no longer had any substantial activities at this point. For purposes of the financial information for the periods ended December 31, 1998, the sale of the restaurant was deemed to be effective on July 1, 1998 (the first day of the fiscal year). The operations of the restaurant have been ignored and these financial statements are not presented on a consolidated basis with the disposed of subsidiary. 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. For more current information on the Registrant, please see more recent filings. 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 the issued preferred shares from 39.9 million to 13.3 million. The preferred shares are convertible into common shares on a 1 into 1 basis and 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 December 31, 1998 have been adjusted to reflect this reverse stock split. 6 Interim Financial Information The financial statements presented in this report have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim reporting and include all adjustments which are, in the opinion of management, necessary for fair presentation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations for interim reporting. These financial statements for the three and six-month periods ended December 31, 1998 are not necessarily indicative of the results which may be expected for an entire fiscal year. NOTE 2 - PER SHARE INFORMATION Basic loss per common share for the three and six-months ended December 31, 1998 and December 31, 1997 have been computed based on net income (loss) divided by the weighted average number of common shares outstanding during the period. Dilutive net loss per share is not reported since the effects are anti-dilutive and the Registrant is in a net loss position. For the three months ended December 31, 1998 and December 31, 1997, the weighted average number of shares outstanding totaled 191,815 and 9,506, respectively (these average number of shares outstanding have been adjusted for the forty-for-one reverse stock split that took place on December 6, 2005). For the six months ended December 31, 1998 and December 31, 1997, the weighted average number of shares outstanding totaled 162,663 and 8,170, respectively (these average number of shares outstanding have been adjusted for the forty-for-one reverse stock split that took place on December 6, 2005). NOTE 3 - GOING CONCERN As shown in the accompanying financial statements, the Registrant incurred a net loss of $371,556 for the three months ended December 31, 1998. The Registrant has incurred total losses of $8,403,353 since its inception. Therefore, the ability of the Registrant to continue as a going concern is dependent on obtaining additional capital and financing. The accompanying financial statements do not include any adjustments that might be necessary if the Registrant is unable to continue as a going concern. NOTE 4 - PROPERTY AND EQUIPMENT The Registrant no longer held any property and equipment as of December 31, 1998. NOTE 5 - NOTES PAYABLE The Registrant entered into notes payable with various third parties from October 1994 through June 1997. As of December 31, 1998, the total outstanding principal balance of these notes was $360,174. All of these notes were past due as of December 31, 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. When the Registrant sold its wholly owned subsidiary, Classic Restaurants International, Inc., (which was deemed effective on July 1, 1998), notes with a principal balance of $103,448 were originally entered into by Classic and thus were no longer a liability of the Registrant when Classic was sold. These notes were written off as part of the sale of the subsidiary. The remaining notes with a principal balance of $110,174 were written off in June of 2002 due to the lapse of the statute of limitations for the holders to collect them. 7 NOTE 6 - LEGAL ISSUES As of December 31, 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 July 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 December 31, 1998. In July of 1999, the Registrant issued Mr. Jardine 200,000 shares of its Class A common stock (5,000 shares after the effect of the reverse stock split on December 6, 2005) to settle this liability. 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. 8 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 7 - SUBSEQUENT EVENTS 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. For more current information on the Registrant, please see more recent filings. 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 the issued preferred shares from 39.9 million to 13.3 million. The preferred shares are convertible into common shares on a 1 into 1 basis and 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 December 31, 1998 have been adjusted to reflect this reverse stock split. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Period Ending December 31, 1998) Unaudited Financial Data The discussion and analysis contained herein should be read in conjunction with the preceding financial statements, the information contained in the Registrant's Form 10-KSB and other filings with the SEC. Except for the historical information contained herein, the matters discussed in this 10-QSB contain forward looking statements that are based on management's beliefs and assumptions, current expectations, estimates, and projections. Statements that are not historical facts, including without limitation statements which are preceded by, followed by or include the words "believes," "anticipates," "plans," "expects," "may," "should," or similar expressions are forward-looking statements. Many of the factors that will determine the Registrant's future results are beyond the ability of the Registrant to control or predict. These statements are subject to risks and uncertainties and, therefore, actual results may differ materially. All subsequent written and oral forward-looking statements attributable to the Registrant, or persons acting on its behalf, are expressed qualified in their entirety by these cautionary statements. The Registrant disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise. Results of Operations - Revenues The Registrant had net sales of $644,516 and $962,234 in the quarter and six-months ended December 31, 1997, respectively. All of these revenues were generated in conjunction with the Registrant's discontinued operations and are included in the net loss from discontinued operations on the statement of operations. Since the Registrant deemed the effective date of the sale of its revenue-generating subsidiary to be July 1, 1998, the Registrant did not report any revenues in the quarter and six-months ended December 31, 1998. The revenues reported in the quarter and six-months ended December 31, 1997 and the lack of revenues in the quarter and six-months ended December 31, 1998 have no relation to the current revenues or operations of the Registrant. General and Administrative Expenses General and administrative expenses in the quarter and six-months ended December 31, 1998 were $368,250 and $833,125, respectively. This expense was incurred through the issuance of stock for services rendered. The general and administrative expenses from the quarter and six-months ended December 31, 1997 were equal to $183,460 and $366,231, respectively. The expenses incurred in the 1997 periods were associated with the Registrant's discontinued operations and are included in the net loss from discontinued operations on the statement of operations. 10 Interest Expense The Registrant incurred interest expense of $3,306 and $6,611 in the quarter and six-months ended December 31, 1998, respectively. This is compared to interest expense of $13,479 and $25,214 in the same periods in 1997. The decrease of 75% in the quarter ended December 31, 1998 was a result of the debt was a liability to the wholly owned subsidiary that was sold effective on July 1, 1998. These debts included interest-bearing notes for which the Registrant is no longer accruing interest. Net Income or Loss The Registrant reported a net loss of $371,556 in the quarter ended December 31, 1998 which represented net loss per share of $1.94. The Registrant reported a net loss of $70,987 in the quarter ended December 31, 1997. This represented a loss of $7.47 per share for the quarter. The Registrant reported a net loss of $442,475 in the six-months ended December 31, 1998 which represented net loss per share of $2.72. The Registrant reported a net loss of $359,912 in the six-months ended December 31, 1997. This represented a loss of $44.05 per share for the quarter. Liquidity and Capital Resources The Registrant did not expend any cash in the quarter or six-months ended December 31, 1998. All of its expenses were either accrued or paid through the issuance of common stock. The Registrant did not have any assets as of December 31, 1998. Its current liabilities equaled $833,377, generating a net working capital deficit of $833,377. ITEM 3. CONTROLS & PROCEDURES (a) Evaluation of Disclosure Controls and Procedures As of the last day of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of company management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. (b) Changes in Internal Controls There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. PART II. OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS As of December 31, 1998, the former subsidiary of the Registrant, Classic Restaurants International, Inc., had potential liabilities with the closing of its restaurant in Clearwater, Florida and the liabilities associated with the restaurant in Boca Raton, 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 these restaurants 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 restaurants. 11 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 July 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 December 31, 1998. In July of 1999, the Registrant issued Mr. Jardine 200,000 shares of its Class A common stock (5,000 shares after the effect of the reverse stock split on December 6, 2005) to settle this liability. 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. 12 ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Recent Sales of Unregistered Securities --------------------------------------- During the quarter ended December 31, 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: Common Stock ------------ a) In October 1998, the Registrant issued 5,000 reverse stock split adjusted shares of its common stock to one entity for services rendered to the Registrant (the original issuance was for 200,000 shares of common stock, prior to the reverse stock split on December 6, 2005). The Registrant valued this stock at $29,250 and expensed this amount at the time of issuance. b) In November 1998, the Registrant issued 22,500 reverse stock split adjusted shares of its common stock to one entity for services rendered to the Registrant (the original issuance was for 900,000 shares of common stock, prior to the reverse stock split on December 6, 2005). The Registrant valued this stock at $339,000 and expensed this amount at the time of issuance. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5 - OTHER INFORMATION None. ITEM 6 - EXHIBITS (a) Exhibits Exhibit 31.1 Certification of the Chief Executive Officer of GFY Foods, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.2 Certification of the Chief Financial Officer of GFY Foods, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32.1 Certification of the Chief Executive Officer and Chief Financial Officer of GFY Foods, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002 13 SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INGEN TECHNOLOGIES, INC. Dated: February 14, 2007 /s/ Scott R. Sand ------------------------------------ Chief Executive Officer and Chairman 14