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): October 25, 2007


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


             Georgia                  000-28704               84-1122431
             -------                 -----------              ----------
 (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))






1.01 Entry into a Material Definitive Agreement


         The Ingen Technologies, Inc. Board of Directors authorized Board
Resolution 2007.12 (exhibit below) granting 8,333,333 restricted Class A
Preferred shares to Chairman & CEO Scott R. Sand. This stock is issued in
exchange for the retirement of $200,000 in debt owed by the company to Mr. Sand
(unpaid executive compensation). The calculation was based on 75% of the market
price (Pink Sheets - IGTG) of the company's unrestricted common shares.








                                   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:  October 30, 2007           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

99.1           Board Resolution 2007.12, dated October 25, 2007.

EX-99.1

EX. 99.1
                            INGEN TECHNOLOGIES, INC.

                              DIRECTORS' RESOLUTION

                                     2007.12

         BE IT KNOWN THAT, on the 25th day of October, 2007, 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:

         Authority is granted for the company's transfer agent to issue a
restricted Class A Preferred Stock certificate in the amount of 8,333,333
million shares to Chairman & CEO Scott R. Sand.

         This stock is issued in exchange for the retirement of $200,000 in debt
owed by the company to Mr. Sand. Even after approval of this resolution, as of
the fiscal quarter ending August 31, 2007, $47,697.61 remains in unpaid
executive compensation to Mr. Sand.

         The 10,000,000 share calculation is at 75% of the market price for the
unrestricted common shares of the company, selling for $0.032 per share on
October 24, 2007. 75% of $0.032 is $0.024. $200,000 divided by $0.024 =
8,333,333 shares.

                           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 October 25, 2007 in accordance with
the provisions of our Bylaws.

         IN WITNESS WHEREOF, I have this 25th day of October, 2007 subscribed my
name as Secretary of Ingen Technologies, Inc. and have caused the corporate seal
to be affixed hereto (if such a seal exists).



________________________________________
Secretary of Corporation

                          (WAIVER OF NOTICE ON PAGE 2)



                           WAIVER OF NOTICE (2007.12)

         The undersigned Directors of Ingen Technologies, Inc. hereby waive
notice of the special Directors' meeting held on October 25, 2007. 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.


________abstained________________           ______________________________
Scott R. Sand                               Curt Miedema

_______________________________             ______________________________
Chris Wirth                                 Yong Sin Khoo

_______________________________             ______________________________
Stephen O'Hara                              John Finazzo