8-K/A

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

                                    FORM 8-K/A

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

Date of report (Date of earliest event reported): February 19, 2007


                            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))



Item 4.01  Changes in Registrant's Certifying Accountant

         Ingen Technology, Inc., a Georgia corporation, (the "Registrant") filed
a Report on Form 8-K on February 21, 2007 to announce a change in Registrant's
certifying accountant. The purpose of this amendment is to include the
information required by Item 304 of Regulation S-B.

         In a letter dated February 19, 2007, the Registrant's Chief Executive
Officer was notified by Spector & Wong, LLP, the auditors for the last three
years, to take steps to find another qualified member of the PCOAB to review the
Registrant's interim filings, commencing with November 30, 2006. (Exhibit 16.1)
On February 20, 2007, the Registrant entered into an agreement with Child, Van
Wagoner & Bradshaw, PLLC, ("CVWB"), a qualified member of the PCOAB, to review
the Registrant's interim filings, commencing with November 30, 2006 and to audit
the Registrant's financial statements for the year ending May 31, 2007. (Exhibit
16.2) The Registrant's Board of Directors approved the change in auditors during
a board meeting on February 24, 2007.

         A letter from Spector & Wong, LLP, dated February 26, 2007, addressing
the revised disclosures in this filing, is included herewith as Exhibit 16.3.
Spector & Wong, LLP's report on the Registrant's financial statements for the
fiscal years ended May 31, 2006 and 2005 respectively, and the Registrant's
interim financial statements for the quarter ended August 31, 2006 included a
disclosure of uncertainty regarding the Registrant's ability to continue as a
going concern and did not include any adverse opinion or qualification as to
audit scope or accounting principles. The content of the going concern
qualification reads as follows:

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

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

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



Item 9.01 Financial Statements and Exhibits

Exhibit 16.1  Letter dated February 19, 2007 from Spector and Wong, LLP
Exhibit 16.2  Engagement Letter dated February 20, 2007 from Child, Van Wagoner
              & Bradshaw, PLLC
Exhibit 16.3  Letter dated February 26, 2007 from Spector & Wong, LLP


                                   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: February 27, 2007            Ingen Technologies, Inc.


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

EX-16.1

Exhibit 16.1  Letter dated February 19, 2007 from Spector & Wong, LLP


                        [SPECTOR & WONG, LLP LETTERHEAD]



February 19, 2007

Mr. Scott Sand, CEO
Ingen Technologies, Inc.
35193 Avenue A, Suite C
Yucaipa, CA 92399

Dear Mr. Sand:

Spector & Wong, LLP requests that Ingen take immediate steps to find another
qualified member of PCAOB to review its interim filings, commencing with
November 30, 2006.

We will cooperate with the transfer of requested documentation to the new firm.

We wish Ingen and its management every success in the future. Our impressions of
the accounting functions, controls, and procedures are not the cause of our
ending the auditor-client relationship. Although, we note for the board of
directors and the audit committee that this aspect of Ingen's operations may
warrant more attention.

Sincerely yours,

Spector & Wong, LLP


/s/ Harold Y. Spector
- ---------------------
Harold Y. Spector, CPA
Managing Partner

CC:     Stephen O'Hara, MD
        Audit Committee, Chairperson

EX-16.2

Exhibit 16.2  Engagement Letter dated February 20, 2007 from Child, Van Wagoner
              & Bradshaw, PLLC


                [Child, Van Wagoner & Bradshaw, PLLC letterhead]


February 20, 2007

Audit Committee
Ingen Technologies, Inc.
35193 Avenue A, Suite C
Yucaipa, CA 92399

We are pleased to confirm our understanding of the services we are to provide
for Ingen Technologies, Inc. ("the Company") for the year ended May 31, 2007.

We will audit the balance sheet of the Company as of May 31, 2007, and the
related statements of operations, stockholders' deficit, and cash flows for the
year ended May 31, 2007. The objective of an audit of the financial statements
is to express an opinion on the financial statements in accordance with
generally accepted accounting principles accepted in the United States (GAAP).
Our audit of the financial statements will be conducted in accordance with the
standards established by the Public Company Accounting Oversight Board (PCAOB)
and will include tests of the Company's accounting records and other procedures
we consider necessary to enable us to express our opinion. If our opinion is
other than unqualified, we will discuss the reasons with Company management in
advance. If, for any reason, we are unable to complete our audit or are unable
to form or have not formed our opinion, we may decline to issue a report as a
result of this engagement.

We will plan and perform the audit of the financial statements to obtain
reasonable assurance about whether the financial statements are free of material
misstatement, whether from (a) errors, (b) fraudulent financial reporting, (c)
misappropriation of assets, or (d) violations of laws or regulations that are
attributable to the entity or to acts by management or employees acting on
behalf of the entity. The audit will include examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements;
therefore, our audit will involve judgment about the number of transactions to
be examined and the areas to be tested. Our procedures will include tests of
documentary evidence supporting the transactions recorded in the accounts, tests
of physical existence of inventories, and direct confirmation of certain assets
and liabilities by correspondence with selected customers, creditors, and
financial institutions. In connection with our audit of the financial
statements, we will obtain an understanding of internal control sufficient to
plan the audit and to determine the nature, timing and extent of audit
procedures to be performed. At the conclusion of our audit, you agree to provide
certain representations from management about the Company's financial statements
and related matters.

Because our audit is designed to provide reasonable, but not absolute, assurance
and because we will not perform a detailed examination of all transactions,
there is a risk that material misstatements or material weaknesses in internal
control may exist and not be detected by us. In addition, our financial
statement audit is not designed to detect immaterial misstatements or violations
of laws or governmental regulations that do not have a direct and material
effect on the financial statements. We will, however, communicate to the audit
committee and management of the Company, as appropriate, any errors, fraud, or
other illegal acts that come to our attention during our audit, unless clearly
inconsequential.



Our audit will include obtaining an understanding of internal control sufficient
to plan the audit and to determine the nature, timing, and extent of audit
procedures to be performed. An audit is not designed to provide assurance on
internal control or to identify significant deficiencies or material weaknesses
in the design or operation of internal control. However, we will communicate in
writing to the audit committee and management any significant deficiencies and
material weaknesses relating to internal control over financial reporting
identified while performing our audit. Any significant deficiency or material
weakness identified because the audit committee's oversight of the Company's
external financial reporting and internal control over financial reporting is
ineffective will be communicated in writing to the Company's board of directors.

We are also responsible for communicating with the audit committee about certain
other matters related to our audit, including (a) our audit responsibility under
PCAOB standards; (b) information relating to our independence with respect to
the Company; (c) the Company's critical accounting policies; (d) the quality of
the Company's accounting principles; (e) management's judgments and sensitive
accounting estimates; (f) significant audit adjustments; (g) any disagreements
with management about matters that could be significant to the Company's
financial statements or our report; (h) any consultations management made with
other accountants; (i) any issues discussed with management prior to retention;
(j) any significant difficulties encountered in performing the audit; (k) other
information in documents containing audited financial statements, such as the
Company's annual report; and (1) other matters as considered necessary. Further,
we are responsible for ensuring that the audit committee receives copies of
certain written communications between us and management, including management
representation letters and written communications on accounting, auditing,
internal control, or other matters.

Management is responsible for the financial statements, for making all financial
records and related information available to us on a timely basis, and for the
accuracy and completeness of that information. Management is also responsible
for the establishment and maintenance of adequate records; the selection and
application of accounting principles; the safeguarding of assets; adjusting the
financial statements to correct material misstatements; and confirming to us in
the management representation letter that the effects of any uncorrected
misstatements aggregated by us during the current engagement and pertaining to
the latest period presented are immaterial, both individually and in the
aggregate, to the financial statements taken as a whole. In addition, management
is responsible for identifying and ensuring that the Company complies with
applicable laws and regulations.

In conjunction with the annual audit, we will also perform reviews of the
Company's unaudited quarterly financial information for the last three quarters
in the year ending May 31, 2007. For the first two of the three quarters, we
will perform reviews of that information before the Form l0-QSB is filed. The
objective of a review is to provide a basis for communicating whether there are
any material modifications that should be made to the interim financial
information for it to conform with GAAP.

These reviews will be conducted in accordance with the standards of the PCAOB. A
review of interim financial information consists principally of performing
analytical procedures and making inquiries of persons responsible for financial
and accounting matters. It includes obtaining sufficient knowledge of the
Company's business and its internal control as it relates to the preparation of
both annual and interim financial information to identify the types of potential
material misstatements in the interim financial information and consider the
likelihood of their occurrence, and to select the inquiries and analytical
procedures that will provide a basis for communicating whether there are
material modifications that should be made to the interim financial information
for it to conform with GAAP. A review is substantially less in scope than an
audit conducted in accordance PCAOB standards, the objective of which is the
Ingen expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we will not express opinions on the interim financial
information.



Management is responsible for the Company's interim financial information and
for establishing and maintaining effective internal control over financial
reporting. It is also responsible for identifying and ensuring that the Company
complies with the laws and regulations applicable to its activities; making all
financial records and related information available to us; adjusting the interim
financial information to correct material misstatements; and affirming that the
effects of any uncorrected misstatements pertaining to the periods under review
are immaterial, both individually and in the aggregate, to the interim financial
information taken as a whole.

We will communicate to the audit committee and management any matters that come
to our attention as a result of the reviews that we believe may require material
modifications to the quarterly financial information to make it conform with
GAAP. We will also communicate any significant deficiencies or material
weaknesses that come to our attention. If, for any reason, we are unable to
complete our reviews or are unable to form or have not formed our opinions, we
will notify the audit committee and management. At the conclusion of our
reviews, you agree to provide require certain representations from management
about the financial statements and related matters.

We are required to read any annual report that contains our audit report. We
will read the annual report for the purpose of determining whether other
information in the annual report (including the manner of its presentation) is
materially inconsistent with information in the financial statements or
management's assessment of the effectiveness of the Company's internal control
over financial reporting. We assume no obligation to perform procedures to
corroborate such other information as part of our audit. Regarding electronic
filings such as the SEC's Electronic Data Gathering, Analysis, and Retrieval
("EDGAR") system, management agrees that, before filing any document in
electronic format with the SEC with which we are associated, we will be advised
of the proposed filing on a timely basis. We will provide the Company a signed
copy of our report and consent. These manually signed documents will serve to
authorize the use of our name prior to the Company's electronic transmission.
Management will provide us with a complete copy of the document accepted by
EDGAR.

We estimate that our fees for these services will range from $15,000 to $16,000
for the audit and $5,000 to $6,000 for each quarterly review. The Company will
also be billed for travel and other out-of-pocket costs such as report
production, word processing, postage, etc. Additional expenses are estimated to
be $1,000 to $1,500 for travel related to the audit. The fee estimate and
completion of our work is based on anticipated cooperation from Company
personnel; timely responses to our inquiries; timely communication of all
significant accounting and financial matters; and the assumption that unexpected
circumstances will not be encountered during the audit. If significant
additional time is necessary, we will keep Company management informed of any
problems we encounter and our fees will be adjusted accordingly. Our invoices
for these fees will be rendered each month as work progresses and are payable on
presentation. We will require a retainer of $3,000 before we begin the
engagement to review the quarterly information for November 2006.

The Company may wish to include or incorporate by reference our audit report on
these financial statements in a registration statement proposed to be filed
under the Securities Act of 1933 or in some other securities offering. If so,
you agree not to include our audit report or make reference to our Firm without
our prior permission or consent. Any agreement to perform work in connection
with an offering, including an agreement to provide permission or consent, will
be a separate engagement.

Any additional services that may be requested and we agree to provide will be
the subject of separate arrangements. All permitted non-audit services must be
pre-approved by the audit committee.



As part of our engagement, we will also prepare the federal and state income tax
returns for the Company. We estimate our fee for preparing the tax returns will
be $3,000.

The Company agrees to perform the following functions in connection with Child,
Van Wagoner & Bradshaw's ("CVB") provision of tax services:

Make all management decisions and perform all management functions, including
determining account coding and approving all proposed journal entries;

Assign Scott Sand to oversee the tax services and evaluate the adequacy and
results of the services;

Accept responsibility for the results of the tax services, including the tax
returns; and

Establish and maintain internal controls over the tax return preparation
processes.

CVB will perform the tax services in accordance with applicable professional
standards, including the Statements on Standards for Tax Services issued by the
American Institute of Certified Public Accountants. CVB, in its sole
professional judgment, reserves the right to refuse to do any procedures or take
any action that could be construed as making management decisions or performing
management functions, including determining account codings and approving
journal entries. CVB will advise the Company with regard to tax positions taken
in the preparation of the tax return, but the Company must make all decisions
with regard to those matters.

The audit documentation for this engagement is the property of our firm and
constitutes confidential information. However, we may be requested to make
certain audit documentation available to the PCAOB, SEC, or other regulators
pursuant to the authority given to them by law or regulation. If requested,
access to such audit documentation will be provided under the supervision of
firm personnel. Further, upon request, we may provide copies of selected audit
documentation to the regulator. The regulator may intend, or decide, to
distribute the copies or information contained therein to others, including
other government agencies.

We appreciate the opportunity to be of service and believe this letter
accurately summarizes the significant terms of our engagement. If you have any
questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sign the enclosed copy and return it to us
along with your retainer check in the amount of $3,000.

Sincerely,


/s/ William R. Denney
- ---------------------
William R. Denney
Child, Van Wagoner & Bradshaw, PLLC
William R. Denney


RESPONSE:

This letter correctly sets forth the understanding of Ingen Technologies, Inc.


Name:   /s/ Scott Sand
       ------------------------------

Title:  CEO                                     Date:  02/19/07
       ------------------------------                 --------------------------

EX-16.3

Exhibit 16.3  Letter dated February 26, 2007 from Spector & Wong, LLP


                        [SPECTOR & WONG, LLP LETTERHEAD]



February 26, 2007

United States
Securities And Exchange Commission
Washington, D.C. 20549

Re:  Ingen Technologies, Inc. - Form 8-K/A to be filed on or about
     February 27, 2007

Dear Sir or Madam:

We have reviewed the disclosure made in the Form 8-K/A to be filed on EDGAR on
or about February 27, 2007 by Ingen Technologies, Inc. We agree with the
disclosures made in the filing.

Sincerely yours,
Spector & Wong, LLP


/s/ Harold Y. Spector
- -------------------------------
By:  Harold Y. Spector, CPA

CC: Ingen Technologies, Inc.