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 28, 2009


                            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))




4.01 Changes in Registrant's Certifying Accountant

         The Registrant, Ingen Technologies, Inc., a Georgia corporation,
dismissed its certifying accountant, the firm of Child, Van Wagoner & Bradshaw,
PLLC of Salt Lake City, Utah, ("CVB") on October 28, 2009. A new certifying
accountant has not been engaged, but Ingen is currently interviewing PCAOB
registered firms.

         The certifying accountant's reports for the years ended May 31, 2007
and May 31, 2008 were prepared assuming that the Registrant will continue as a
going concern, but noted the Registrant's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern.

         The decision to dismiss the certifying accountant was made by the board
of directors because of the delay in performance of the certifying accountant's
services concerning the Registrant's financial statements. On August 4, 2009
(date of report: July 28, 2009), the Registrant filed a Form 8-K (4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report
or Completed Interim Review) indicating that the Registrant's audited financial
statements for the years ended May 31, 2008 and May 31, 2007 included as part of
the Registrant's Form 10-KSB for the year ended May 31, 2008 and the
registrant's financial statements included as part of the Registrant's interim
report on Form 10-QSB for the period ending August 31, 2008 should no longer be
relied upon because of one or more errors in such financial statements. CVB
advised the registrant via e-mail on July 27, 2009 that action should be taken
to prevent future reliance on a previously issued audit report and interim
review related to previously issued financial statements. CVB indicated that the
May 31, 2008 10-KSB and August 31, 2008 10-Q should be amended.

         The Registrant's financial statements for prior periods failed to
include expenses of approximately $1,905,000 and related liabilities of
approximately $865,000 owed to the Registrant's Chief Executive Officer,
$940,000 owed to third parties on convertible promissory notes, and $112,000 in
sales tax liability. The Registrant paid $118,000 in June 2009 to the State of
California Franchise Tax Board to resolve the sales tax liability. The balance
of the liabilities were satisfied by the issuance of common stock between March
18, 2009 and October 15, 2009. The Registrant has not yet filed restated
financial statements to reflect these transactions.

         During the registrant's two most recent fiscal years and the subsequent
interim periods thereto up to the date of dismissal, there were no disagreements
with CVB on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
CVB's satisfaction, would have caused it to make reference to the subject matter
of the disagreement in connection with its report on the registrant's financial
statements.

         Pursuant to Regulation S-K Item 304 (a) (1) (v) paragraph D CVB has
advised the registrant's counsel that information to support the unrecorded
liabilities appear to contain discrepancies that cause CVB to be unable to
conclude that the omitted transactions in fact occurred in the time periods
represented by the registrant and thus materially impact the fairness or
reliability of any financial statements to be restated or future financial
statements and that this issue has not been resolved to CVB's satisfaction prior
to its dismissal.

                                       2


         The Registrant provided a copy of the disclosures it is making and
requested its former accountant to furnish a letter addressed to the Commission
stating whether it agrees or disagrees with the foregoing statements. A copy of
the former accountant's letter to the Commission is attached as Exhibit 16.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

16     Former Accountant's letter to the Commission.


                                   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 28, 2009                   INGEN TECHNOLOGIES, INC.

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

EX-16

Exhibit 16 Former Accountant's letter to the Commission.


                       Child, Van Wagoner & Bradshaw, PLLC
                      5296 South Commerce Drive, Suite 300
                 Salt Lake City, Utah 84107-5370 (801) 281-4700


                                October 28, 2009



Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

Ladies and Gentlemen:

The firm of Child, Van Wagoner & Bradshaw, PLLC has read the Company's
statements included under Item 4.01 of the Form 8-K dated October 28, 2009, and
agrees with such statements as they relate to our firm.

Very truly yours,

/S/ CHILD, VAN WAGONER & BRADSHAW, PLLC
Child, Van Wagoner & Bradshaw, PLLC