ingen_10ka2-053108.htm

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K/A contains forward-looking statements which reflect management's current views with respect to future events and financial performance. In this report, the words "anticipates," "believes," "expects," "intends," "future," "may" and similar expressions identify forward-looking statements. These and other forward-looking statements are subject to certain risks and uncertainties, including those discussed in the "Business Risks" section of Item 6 and elsewhere in this Form 10-K/A, that could cause actual results to differ materially from historical results or those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances occurring subsequent to the filing of the Form 10-K/A with the Securities and Exchange Commission.

Unless the context otherwise requires, the "Company," "Ingen," "we," "us," and "our" means Ingen Technologies, Inc. and its subsidiary.

This Form 10-KSB has been amended to reflect the restated financial statements for the fiscal years ended May 31, 2008 and 2007. These financial statements have been updated to reflect various notes payable and accrued interest thereon that were not reflected on the Company’s previously filed financial statements. Most of the notes have a conversion feature and have an associated e a derivative liability with the conversion feature. This further effected our financial statements. We also neglected to accrue sales taxes payable that were due on sales from 2000-2006 and were discovered as a result of an audit by the State of California Board of Equalization. We have also adjusted our common stock balances to reflect a reverse stock split on March 19, 2009.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

HISTORY

Our company was incorporated under the laws of the state of Georgia in 1995 under the name Classic Restaurants International, Inc. We changed our name in 1998 to Creative Recycling Technologies, Inc. Our business plan changed from the restaurant business to recycling along with our name change. We had little business activity and no sales. Our business was dormant from the late 1990's into the first calendar quarter of 2004.

In March of 2004, we merged with a Nevada company, Ingen Technologies, Inc. Ingen Technologies, Inc. survived as our subsidiary for the sole purpose of operating our new business. However, we remained a Georgia corporation, with completely new management and an active business plan in the medical devices industry, operated by our subsidiary. Shortly thereafter, we changed our name to Ingen Technologies, Inc.

Ingen Technologies, Inc., the Nevada company, was founded by Scott R. Sand in 1999. Upon the merger with our Georgia corporation, Mr. Sand became the Chief Executive Officer and Chairman of the Board of Directors, positions he maintains today. Mr. Sand owns 30 shares of our common stock and approximately 68.1% of our issued and outstanding Series A Convertible preferred shares (66,727,627 shares out of 98,002,627 outstanding shares) which vote on a ten-vote-per-share basis along with our common shares. As of May 14, 2010, Mr. Sand has approximately 12.2% of the Company’s voting control.

Prior to the merger in March of 2004, Mr. Sand financed the research and development of our product lines and operation of the business within Ingen Technologies, Inc. of Nevada. From its inception in 1999 up through and into our fiscal year 2004, Mr. Sand supplied cash loans of $72,000 and deferred management compensation of $1,171,000. Mr. Jeffrey Gleckman, another of our preferred stockholders, contributed approximately $300,000 to the Company in exchange for preferred shares.

We made major adjustments to our capital structure toward the end of 2005. We reduced the number of authorized common shares from 500 million to 100 million. The number of authorized preferred shares remained unchanged at 40 million and are designated as Series A Convertible Preferred Stock. Our stockholders authorized a reverse split of common shares on a ratio of 40 into 1 on December 5, 2005; thereby reducing the number of issued shares from 488,037,593 to 12,201,138. We also reverse split our preferred shares on a ratio of 3 into 1, reducing our issued and outstanding preferred shares from 39.9 million to 13.3 million. Our Series A Convertible preferred shares are convertible into common shares on a 1 into 10 basis upon 65 days written notice. Our Series A Convertible preferred shares are entitled to ten votes per share (this figure was previously one vote per share but this was changed with our December 16, 2008 amendment to our Articles of Incorporation mentioned below)on all matters for which stockholder voting input is required. Our common stock traded under the symbol "IGTN" until December 5, 2005 and from December 8, 2005 through August 26, 2008 it traded under the trading symbol "IGTG." On August 27, 2008, we effectuated a reverse split of our common stock at a rate of 600 to 1 and our stock symbol changed to "ITEC." On March 18, 2009, we effectuated a reverse split of our common stock at a rate of 3,000 to 1 and our stock symbol changed to “IGTG.”

In February 2008, we amended our Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 750,000,000.

On December 16, 2008, we amended our Articles of Incorporation to increase the number of authorized shares of our common stock from 750,000,000 to 2,500,000,000. We also increased the number of authorized shares of our Series A Convertible Preferred shares from 40,000,000 to 100,000,000 and changed the voting rights and conversion rights of this stock. The voting rights of the Series A Convertible Preferred shares were increased from one vote per share to ten. The conversion rights were adjusted so that each share of Series A Convertible Preferred stock is now convertible into ten shares of common stock (previously each share of Series A Convertible Preferred stock was convertible into one share of common stock).

Our stockholders authorized a reverse split of common shares on a ratio of 600 into 1, effective on August 27, 2008; thereby reducing the number of issued and outstanding shares from 342,946,942 to 572,259. Our Series A Convertible Preferred shares were not affected by this reverse stock split.

Our stockholders authorized a reverse split of common shares on a ratio of 3,000 into 1, effective on March 18, 2009; thereby reducing the number of issued and outstanding shares from 1,565,163,635 to 522,622 as of that date. Our Series A Convertible Preferred shares were not affected by this reverse stock split.

In September 2009, we amended our Articles of Incorporation to increase the number of authorized shares of common stock from 2,500,000,000 to 3,500,000,000.

In April 2010, we amended our Articles of Incorporation to increase the number of authorized shares of common stock from 3,500,000,000 to 8,000,000,000.

We issued an aggregate of $3,075,000 in convertible debentures from June 2006 through July 2007. We issued convertible debentures with a total face value of $2,260,000 to a group of investors and warrants representing the right to purchase 29,000,000 shares of common stock (representing the right to purchase 17 shares of common stock following the reverse splits that were effective on August 27, 2008 and March 18, 2009) during the fiscal years ended May 31, 2008 and May 31, 2007. During the fiscal year ended May 31, 2008, the holders of these convertible notes converted $23,453 of these notes into 27,927,000 shares of our common stock (16 shares of common stock after adjusting for the reverse stock splits that were effective on August 27, 2008 and March 18, 2009). If all of the notes outstanding as of May 31, 2008 were converted into common stock and all of the warrants were exercised, we would be required to issue over 10.2 billion shares of our common stock to the noteholders (this would be approximately 5,700 million shares of our common stock after the effects of the reverse stock splits on August 27, 2008 and March 18, 2009).

Subsequent to May 31, 2008, we issued $200,000 in convertible debentures to three of the convertible note holders under an agreement dated June 16, 2008 providing for the issuance of up to $500,000 in secured callable convertible notes and common stock purchase warrants covering 20,000,000 shares of our common stock. On September 5, 2008, we amended the agreement dated June 16, 2008. Under the terms of this amendment, the conversion rate and interest rate of the following convertible debentures have been adjusted. This amendment applies to the $1.5 million convertible debt entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007 as well as the $500,000 Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%.

Also the interest rate on all convertible notes has been adjusted from 6% to 12%. This interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008, this interest rate adjustment would be applied to $2,031,547 in outstanding convertible debt.

This group of note holders commenced legal action against us in June 2009 for breach of contract under our various note agreements. On July 31, 2009, we entered into a Settlement and Forbearance Agreement with the note holders. Under the terms of this Agreement, we stipulated to a judgment in the amount of $4.5 million. All warrants held by the note holders were cancelled. Further, Ingen agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to Ingen offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as Ingen delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by Ingen. Since the Judgment date, the Company has issued a total of 767,930,499 shares of common stock to these note holders. These shares have reduced the settlement amount by $2,328,919 to $2,171,081. The Company has accrued interest of $155,340 on this judgment through February 28, 2010. Interest continues to accrue and none of the interest has been paid.

OVERVIEW:

Ingen Technologies, Inc. is an emerging medical device manufacturer registered with the US Food & Drug Administration and certified by the California Department of Health Services. The company develops, markets and distributes medical technologies and products with applications in the respiratory device markets and the medical diagnostics market; as well as markets in emergency response, aviation, military and consumer markets. Ingen owns a variety of intellectual property, including domestic and foreign patents. Ingen's products include Oxyview® and OxyAlert®, which are respiratory products; GasAlert®, a commercial consumer product using the same technology as OxyAlert®; and Secure Balance, a private-label product that includes a vestibular function testing system and balance therapy system. Further, the company will distribute PogaMoonga, a natural energy drink for oxygen therapy patients and consumers.

PRODUCTS:

Ingen Technologies manufactures the medical devices Oxyview® and OxyAlert®; which are products designed for the growing respiratory patient market in the USA and abroad. Oxyview® and OxyAlert® provide the respiratory clinicians, including pulmonologists, respiratory therapists and patient care technicians an innovative medical product that provides assurance and safety to home oxygen patients and hospitalized patients while monitoring oxygen flow during oxygen therapy. Patients using portable oxygen concentrators, home oxygen concentrators, liquid oxygen and oxygen gas can use Oxyview® and OxyAlert® to improve their oxygen delivery. The Oxyview® and OxyAlert® respiratory products have been accepted by various national respiratory foundations, including the National Home Oxygen Patient Association and the National Emphysema/COPD Foundation.

Oxyview®, patents pending, is a Class-I medical device as classified with the US Food and Drug Administration as an in-line oxygen flow meter that is powered by the flow of oxygen and requires no batteries. Oxyview® provides a visual cue to the patient or administrator, indicating the continuous flow and volume of oxygen during therapy. It allows the user to be sure that they are receiving the proper oxygen level and alerts them if adjustments need to be made. This device will simplify the oxygen therapy process and therefore, is aimed to preserve, otherwise, costs spent by insurance companies associated with unnecessary service calls. Oxyview® is reusable, requires no batteries, works all the time in any position with all liquid or gas oxygen delivery systems, and easily installs anywhere below the cannula nearest the patient where oxygen flow matters the most. Purchasers of Oxyview® since its introduction in early 2007 include oxygen suppliers, respiratory equipment manufacturers, medical supply stores and patients. In addition to Oxyview®, the company is set up to begin selling a natural energy drink referred to as PogaMoonga. This product is a natural drink processed from pomegranate, aloe vera and the leaves and seeds of the moringa tree. This product provides oxygen therapy patients, and consumers with a way to naturally increase their energy levels.

OxyAlert®, formerly named BAFI®, is a multi-patented wireless digital pressure gauge with hand-remote, and audio/visual safety warning device used on stationary and remote oxygen delivery devices, such as concentrators and cylinders; used by patients, hospitals, commercial aircraft, military transport, and fire and safety equipment. OxyAlert® technology uses digital sensing and wireless RF data transfer technology so that users can access a hand-held remote to monitor the actual oxygen level from a reasonable distance. OxyAlert® increases safety, accuracy and convenience during oxygen therapy. OxyAlert® is now under an FDA 510k evaluation required before the FDA will classify the device.

GasAlert®, patents pending, is a commercial consumer product using the same technology as OxyAlert®. This device will monitor and detect gas flow for home appliances, such as ovens, washer, dryer, refrigerator and outdoor plumbed barbeques. GasAlert® uses the same technology as OxyAlert®, and its application is directed towards determining gas leaks. GasAlert® will be marketed upon the US Food and Drug Administration's classification and acceptance of OxyAlert®.

The Secure Balance product is a private-label product that includes a vestibular function testing system and balance therapy system. The vestibular (referencing organs in the inner ear) function testing system is manufactured by Interacoustics LTD. in Denmark and is referred to as the VNG. This is an accepted method among physicians to provide diagnostic testing of the inner-ear and central nervous system, in order to provide qualitative results that determine a diagnosis of a patients balance problem. The balance therapy system is manufactured by SportKAT, Inc. in San Diego, California. SportKAT provides private-label testing and balance therapy systems to others. This system is used to provide therapy to patients with balance problems through the use of computerized clinical software tools. We have our own trademark on Secure Balance. Our Secure Balance program provides balance testing/assessment equipment, education and training about balance and fall prevention to physicians and clinicians worldwide.

MARKETS AND DISTRIBUTION:

In June 2006 the company invested $45,000 to engage InTouch Life Sciences, LLC to perform an independent market survey for Oxyview® and OxyAlert®. On November 20, 2006, InTouch Life Sciences, LLC, based in Raleigh-North Carolina, submitted the final report for the sole purpose to provide Ingen with information regarding the United States market opportunity for Oxyview® and OxyAlert®. InTouch Life Sciences, LLC is a consulting firm that assists companies in all aspects of commercializing life science technologies by providing experienced medical device executives and consultants with expertise in company research, product development, licensing and sales. The market survey conducted in 2006 indicates that the US respiratory market represents total annual revenues of $8 billion dollars of which $4 billion may provide market applications for Oxyview® and OxyAlert®, and is mainly comprised of respiratory equipment manufacturers, and home oxygen service providers. The Company's research has shown that the identified markets would be interested in acquiring the Oxyview® and OxyAlert® products for their applications. The physician market continues to have a growing interest in providing Oxyview® units to their patients by means of assurance and safety. The company has demonstrated through contractual relations that respiratory equipment manufacturers have an interest. Further, patients and oxygen service providers continue to purchase Oxyview® through our website or distribution.

According to the 2002 CDC Report, there are approximately 32 million people living in the United States that suffer from Chronic Obstructive Pulmonary Disease, more commonly known as "COPD", the major cause of hospitalizations and the fifth leading cause of death in the United States. The majority of the COPD patients receives oxygen therapy and qualifies in using the respiratory products manufactured by the company. OxyAlert® will use the same distribution channels that currently sell Oxyview®.

Ingen has focused its efforts on introducing and branding Oxyview® through major industry publications, including Advanced Magazine, Respiratory Therapy Magazine, HME Today (Home Medical Equipment), AARC Times (American Academy of Respiratory Care), NHOPA (National Home Oxygen Patient Association), National COPD Foundation, and many others. The company has established a web based purchase program where patients can purchase product direct from the Ingen website. Further, the company is expanding national distribution through an established network of experienced manufacturing representatives. Since Oxyview®'s introduction, the company has sold approximately 30,000 Oxyview® units, and continues to pioneer the product through media, print and radio sources. The list price of Oxyview® is $24.95, and in comparison to other conventional flow meters, Oxyview® is lower in price and differs in such that the device is gravity-independent and more accurate than other oxygen flow meters. Other oxygen flow meters rely on gravity since they are using a small ball-in-tube design that has been in existence for more than 80 years. These older style models are heavy and can only be attached to the delivery source, whereas Oxyview® is made of light-weight polycarbonate, and can attach near the patient in-line with the oxygen cannula. Oxyview® is more accurate than the conventional flow meter only because it works in any position real-time, versus a conventional flow meter that can only work properly if held in vertical position as to allow gravity to calibrate with the ball position and reading. Further, Oxyview® is not affected by altitude, vibration, humidity or temperature, whereas the conventional flow meter can only operate properly in a cool dry environment.

Oxyview® is distributed nationally within the medical respiratory markets through various experienced exclusive manufacturer representative organizations, and the company has recently contracted distributors for Canada and Asia. In addition to a growing distribution, the company has contracted various respiratory equipment manufacturers in the United States that will include Oxyview® along-side their existing products. Further, the company has effected group purchasing organization ("GPOs") contracts with major hospital networks, and continues to expand these hospital markets. Hospitals and other health care providers use group purchasing to obtain the right products at the very best price. Overall, according to Knowledge Source (a leading source of healthcare market information) about 72 percent of purchases that hospitals make are done using GPO contracts. The US healthcare industry spends over $200 billion annually in medical and non-medical products with more than 70% allocated through a GPO. GPOs save hospitals and free standing nursing homes between 10 to 15 percent of their purchasing costs. Additionally, GPOs provide valuable savings to hospitals and other providers by helping them standardize and streamline their purchasing, as well as reduce the number of non-clinical staff that hospitals must employ to negotiate purchasing contracts. There are more than 600 organizations in the United States that participate in some form of group purchasing.

Oxyview® is also distributed nationally within the aviation market through several experienced aviation oxygen suppliers. According to the 2007 Aircraft Owners and Pilot Association (AOPA) Statistics, there are 624,007 certified pilots in the United States and a total of 221,943 active aircraft. Each pilot and aircraft is responsible to carry a portable emergency oxygen system. Oxyview® has been engineered with applications for both aviation oxygen masks and nose cannulas. The mask is used for altitudes above 18,000 feet, and cannulas are required below 18,000 feet.

Ingen has submitted a formal proposal to the US government and military to offer Oxyview® as a product for all oxygen based equipment for VA Hospitals, government transport and emergency response. The company received a letter of response on May 8, 2008 from the Department of Veterans Affairs, Office of Acquisition and Material Management stating that the Federal Supply Schedule ("FSS") Service is in receipt of Ingen's offer. We were informed that we currently lack the required sales criteria needed to procure an FSS contract ($150,000 in commercial sales). The solicitation is open and will be reconsidered any time when the company meets the required sales criteria.

The company contracts with a single national exclusive distributor for Secure Balance, and currently is reorganizing the product website and marketing program due to changes with Medicare reimbursement. Specifically, in June 2007, the Centers for Medicaid and Medicare Services ("CMS") reduced the reimbursement schedule for Vestibular Function Testing, and further changed its policies regarding balance therapy. The new policy guidelines have removed the licensed physician from performing any therapy, and it is now the sole responsibility of a licensed physical therapist. The company intends to launch the new website and marketing program in January 2009 to comply with the new reimbursement codes and policy changes. According to the 2008 statistics regarding vestibular disorders and balance disorders published by the Vestibular Disorders Association; over 90 million Americans, age 17 and older, have experienced a dizziness or a balance problem. A majority of individuals over 70 years of age report problems of dizziness and imbalance, and balance-related falls account for more than one-half of the accidental deaths in the elderly. Furthermore, in a sample of persons age 65-75, one-third reported that dizziness and imbalance degraded the quality of their lives. Dizziness is a common symptom affecting about 30% of people over the age of 65. U.S. doctors reported 5,417,000 patient visits in 1991 because of dizziness or vertigo. The National Institutes of Health estimates that about 545,000 people in the U.S. have Meniere's disease and that 38,250 are diagnosed each year. The Secure Balance product diagnoses and treats Meniere's disease.

SALES AND COMPETITION:

All of our company's sales in the fiscal year ending May 31, 2006 ($846,783) and approximately 98% of our sales in the fiscal year ended May 31, 2007 ($704,490 out of total sales of $720,678) were sales of Secure Balance. Our total sales in the fiscal year ended May 31, 2008 were $252,493 of which $207,358 were derived from sales of our Secure Balance privately-labeled product, or approximately 82%. We expect the percentage of our total sales coming from Secure Balance to continue to fall as we focus the vast majority of our sales and marketing efforts on Oxyview® and as we move toward the introduction of our OxyAlert® product.

The company revenues indicate a decline in Secure Balance sales and an increase in Oxyview® sales. The Secure Balance sales have declined due to government cuts and changes in regulations for vestibular function testing and balance therapy. Further, the company is not a manufacturer of any Secure Balance products, and as a result has no control over competitive pricing or manufacturing costs. This affects margins and gross profits of all Secure Balance sales. The Oxyview® sales have increased because the company is the manufacturer of Oxyview® and can control manufacturing costs and competitive pricing for its distribution, hospital group purchasing organizations and partnerships with its respiratory equipment manufacturers.

The competition with Secure Balance continues to increase, and in most instances the niche market that Secure Balance attracts is saturated with products related to vestibular function testing, balance therapy and balance medicine. For example, there are now eight major manufacturers of vestibular function testing systems, and six major manufacturers of balance therapy equipment. The total market size for Secure Balance sales consists of less than 150,000 physician specialists, inclusive of neurologists, otolaryngologists, neurotologists, audiologists and general practice physicians (according to statistics reported by the American Medical Association).

The competition with Oxyview® is very small. There are 3 major manufacturers of oxygen flow meters, all of whom manufacture the gravity dependent [ball in tube] flow meter that can only attach directly to the delivery system. Specifically, there are two other in-line oxygen flow meters, the Liter-Meter manufactured by Erie Medical, Inc., and the Rotameter manufactured by King Instruments. Both of these devices are gravity dependent flow meters that include glass housings and are heavier as compared to the Oxyview®. Oxyview® only weighs approximately 4 grams, less than 1/4 the weight of the Liter-Meter and Rotameter. It is made of medical grade polycarbonate which is lighter, more durable and less of a safety factor compared to the glass house used on the competitive models. More important, Oxyview® is not gravity dependent and works in any position, providing a more accurate reading and more user friendly environment for the patients and clinicians. The Liter-Meter and Rotameter are gravity dependent, and must be held vertical to provide a reading. Oxyview® is not affected by normal temperature changes and humidity, and can function at high altitudes for private and commercial aviation use; whereas the Liter-Meter and Rotameter are affected by temperature, humidity and gravity, and become even more unstable in providing a reading for oxygen flow rate.

INTELLECTUAL PROPERTY:

The company's patent attorney has represented all of the US and Foreign Patents, and trademarks for all of the company's products since 2000. Patents, trademarks and trade secrets are essential to the profitability of our products, and our company policy is to pursue intellectual property protection aggressively for all our products.

Issued U.S. Patents:

OxyAlert® October 24, 2000, US Patent no. 6,137,417 and expires May 24, 2019

OxyAlert® December 4, 2001, US Patent no. 6,326,896 and expires October 24, 2020

Issued Foreign Patents:

Oxyview® July 1, 2009, Chinese Patent no. 200710005067.4 and expires April 23, 2029

Pending U.S. Patents:

Oxyview® filed June 16, 2006, pending serial no. 78-886168

Pending Foreign Patents:

Oxyview® Japanese Patent Application no. 2006-331151

Oxyview® European Patent Application no. 06,122,455.6

Registered Trademarks:

BAFI® on November 21, 2000 registration no. 2,406,214

OxyAlert® on April 4, 2006, registration no. 3,076,716

GasAlert® on April 11, 2006, registration no. 3,079,488

Oxyview® on May 20, 2008, registration no. 3,433,217

Secure Balance® April 12, 2009 registration no. 77-405551

LICENSE AND CERTIFICATIONS:

The company's operations are located at 35193 Avenue A, Yucaipa, California. The company holds the following current licenses, registrations and certifications in good standing: Business Permit for the City of Yucaipa license no. 6857 expires June 30, 2011, Manufacturing License for the State of California Department of Health Services license no. 47146 expires July 3, 2010, Registered Medical Device Manufacturer Food and Drug Administration Establishment Registration no. 3005686869, Food and Drug Administration Export Certificate for China no. 47146, Food and Drug Administration Export Certificate for Taiwan no. 47146, and Sales Tax Permit California State Board of Equalization no. 100-780741.

THE HEALTH CARE INDUSTRY:

According to Kaiser's most current statistics available at kaiserEDU.org, health care costs have been rising for several years. Expenditures in the United States on health care surpassed $2 trillion in 2006, almost three times the $714 billion spent in 1990, and over eight times the $253 billion spent in 1980. Stemming this growth has become a major policy priority, as the government, employers, and consumers increasingly struggle to keep up with health care costs. In 2006, U.S. health care spending was about $7,026 per resident and accounted for 16% of the nation's Gross Domestic Product (GDP). Total health care expenditures grew at an annual rate of 6.7 percent in 2006, a slower rate than recent years, yet still outpacing inflation and the growth in national income.

Although Americans benefit from this increasing investment in health care, the recent rapid cost growth, coupled with an overall economic slowdown and rising federal deficit, is placing great strains on the systems we use to finance health care, including private employer-sponsored health insurance coverage and public insurance programs such as Medicare and Medicaid. Since the year 2000, employer-sponsored health coverage premiums have increased by 87 percent. Employers are increasingly shifting costs to their employees in the form of higher premiums, deductibles, and co-payments. With workers' wages growing at a much slower pace than health care costs, many face difficulty in affording this growth in out-of-pocket spending.

Largely due to the implementation of the Medicare Part D benefit in January 2006, Medicare program spending increased 18.7% in 2006. Conversely, since drug coverage for dual eligibility was transferred from Medicaid to Medicare, spending in the Medicaid program decreased 0.9% in 2006, the first drop in Medicaid spending since its creation in 1965. However, it still accounts for 40% of national health spending and comprises one of the largest items in state budgets.

Controlling health care expenditures requires a solid understanding of the factors that are driving the growth in spending. Some of the major factors to consider are:

Intensity of services - The nature of health care in the U.S. has changed dramatically over the past century with longer life spans and greater prevalence of chronic illnesses. This has placed tremendous demands on the health care system, particularly an increased need for treatment of ongoing illnesses and long-term care services such as nursing homes.

Prescription drugs and technology - Spending on prescription drugs and the major advancements in health care technology have been cited as major contributors to the increase in overall health spending. After six consecutive years of slowing growth, prescription drug spending growth accelerated in 2006, due in large part to the implementation of the Medicare Part D benefit. The effect of spending on technology, such as devices, is harder to estimate. Some analysts state that the availability of more expensive, state-of-the-art drugs and technological services fuels health care spending not only because the development costs of these products must be recouped by industry but also because they generate consumer demand for more intense, costly services even if they are not necessarily cost-effective.

Aging of the population - Health expenses rise with age and as the baby boomers are now in their middle years, some say that caring for this growing population has raised costs. This trend will continue as the baby boomers will begin qualifying for Medicare in 2011 and many of the costs are shifted to the public sector.

Administrative costs - 7% of health care expenditures are for administrative costs (e.g. marketing, billing) and this portion is much lower in the Medicare program (<2%), which is operated by the federal government. Some argue that the mixed public-private system creates overhead costs that are fueling health care spending.

The prohibitive costs of medical facilities have engendered the appearance of a wide spectrum of consumer based home health care products and managed care services. Such consumer activity reduces the economic burden of necessary health care. The managed care industry has structured its primary care providers to act as the "gate keeper". The company's respiratory product line will be targeted for the oxygen supplier with referrals from a primary care provider and pulmonary/respiratory therapy specialist through a manufacturing representative distribution network.

Government agencies and employer insurance liability carriers have incentive to reduce bottom-line expenditures, thereby creating target markets for the Oxyview® and OxyAlert® product line. The company believes the product line will offer a more cost-effective approach to decreasing the number of service calls as compared to costs associated with unnecessary service calls from home oxygen patients who cannot determine oxygen flow rate and functionality.

PRODUCT LIABILITY

Beginning with the design phase of product development, the Company has incorporated preventive measures aimed at reducing its potential exposure to liability risk. The Company's product development and manufacturing program includes high product reliability standards meant to result in high mean times between failures (MTBF). The Company plans to achieve a high MTBF factor by pursuing strict quality control procedures and by holding its manufacturing partners to such high standards by written contract. By designing and manufacturing a reliable, high quality product, the Company will minimize, but not eliminate, the possibility and occurrence of defective products.

The manufacturing and marketing of the Company's products, incorporating new and unproved technology, has inherent risk. No one can be sure how each product will operate over time and under various conditions of actual use. Even if the products are successfully manufactured and marketed, the occurrence of warranty or product liability, or retraction of market acceptance due to product failure or failure of the product to meet expectations could prevent the Company from ever becoming profitable. Development of new technologies for manufacture is frequently subject to unforeseen expenses, difficulties and complications, and in some cases such development cannot be accomplished. In the opinion of management, the products, and services, as designed, have many positive attributes, but such attributes must be balanced against limited field operating experience and unknown technological changes.

GOVERNMENT REGULATION

MEDICAL DEVICE APPROVAL PROCESS. Medical devices are regulated by the Food and Drug Administration ("FDA") according to their classification. The FDA classifies a medical device into one of three categories based on the device's risk and what is known about the device. The three categories are as follows:

Class I devices are generally lower risk products for which sufficient information exists establishing that general regulatory controls provide reasonable assurance of safety and effectiveness. Most class I devices are exempt from the requirement for pre-market notification under section 510(k) of the Federal Food, Drug, and Cosmetic Act. FDA clearance of a pre-market notification is necessary prior to marketing a non-exempt class I device in the United States.

Class II devices are devices for which general regulatory controls are insufficient to provide a reasonable assurance of safety and effectiveness and for which there is sufficient information to establish special controls, such as guidance documents or performance standards, to provide a reasonable assurance of safety and effectiveness. A 510(k) clearance is necessary prior to marketing a non-exempt class II device in the United States.

Class III devices are devices for which there is insufficient information demonstrating that general and special controls will provide a reasonable assurance of safety and effectiveness and which are life-sustaining, life-supporting or implantable devices, or devices posing substantial risk. Unless a device is a preamendments device that is not subject to a regulation requiring a Premarket Approval ("PMA"), the FDA generally must approve a PMA prior to the marketing of a class III device in the United States.

The company's Oxyview® product is registered as Class-I by the U.S. Food and Drug Administration, and as such, the company is registered and conducts its quality assurance procedures under the guidelines established by the U.S. Food and Drug Administration. Further, the company must comply with the State of California Department of Health Services quality assurance policies, and on June 29, 2007, the company was audited by the Department of Health Services. Following the audit, the company received a license to conduct manufacturing of Oxyview® in the State of California.

LABELING AND ADVERTISING

The company is in compliance with FDA labeling guidelines. The marketing claims that we may make in the labeling and advertising of our medical devices is limited by FDA guidelines. Should we make claims exceeding those guidelines, such claims will constitute a violation of the Federal Food, Drug, and Cosmetics Act. Violations of the Federal Food, Drug, and Cosmetics Act, Public Health Service Act, or regulatory requirements at any time during the product development process, approval process, or after approval may result in agency enforcement actions, including voluntary or mandatory recall, license suspension or revocation, 510(k) withdrawal, seizure of products, fines, injunctions and/or civil or criminal penalties. Any agency enforcement action could have a material adverse effect on us. The advertising of our products will also be subject to regulation by the Federal Trade Commission, under the FTC Act. The FTC Act prohibits unfair methods of competition and unfair or deceptive acts in or affecting commerce. Violations of the FTC Act, such as failure to have substantiation for product claims, would subject us to a variety of enforcement actions, including compulsory process, cease and desist orders, and injunctions. FTC enforcement can result in orders requiring, among other things, limits on advertising, corrective advertising, consumer redress, and restitution. Violations of FTC enforcement orders can result in substantial fines or other penalties.

FOREIGN REGULATION

Outside the United States, our ability to market our products will also depend on receiving marketing authorizations from the appropriate regulatory authorities. The foreign regulatory approval process includes all of the risks associated with FDA procedures described above. The requirements governing the conduct of clinical trials and marketing authorization vary widely from country to country. Recently the FDA has approved Export Certification to sell Oxyview® in Taiwan and People's Republic of China. The company is currently seeking FDA Export Certification for Japan, Canada and Saudi Arabia.

MANUFACTURING

Ingen uses a contract manufacturer to process and package Oxyview®. Accent Plastics, Inc. is based in Corona-California and is ISO Certified to process and package Oxyview® in a clean-room environment.

The company does not manufacture any of the Secure Balance products. The vestibular (referencing organs in the inner ear) function testing system is manufactured by Interacoustics LTD. in Denmark and is referred to as the VNG. The balance therapy system is manufactured by SportKAT, Inc. in San Diego, California.

RESEARCH AND DEVELOPMENT

The company has invested money into research and development of its respiratory product lines, and continues to invest in improved tooling methods, product changes and studies. During fiscal year 2008, Ingen redesigned Oxyview® from model IN205A to the new model IN206A. This new development resulted in a more easily read device with a wider range to monitor oxygen flow rate. Specifically, the company could save 25% in product costs by adding a special red dye to the polycarbonate piston during mold injection. This change resulted in a less costly process to color the piston and allow the user to better see the piston location from a greater distance. Further, the company was able to technologically create a low tolerance spring that resulted in the ability to measure oxygen flow rate from 0-6 liters/minute. Model IN205A was only capable to measuring flow rate from 0-4.5 liters/minute. In essence, this increased the sales potential by reaching a larger majority of users. Over the last two years, the company has spent a total of over $25,145 on research and development activities ($11,932 in the fiscal year ended May 31, 2008 and $13,213 in the fiscal year ended May 31, 2007). The company is solely responsible for these costs.

EMPLOYEES

Our wholly owned subsidiary currently has five full-time employees. Our company is a holding company formed in Georgia that owns or has rights to certain proprietary products and operates our business through our subsidiary, Ingen Technologies, Inc., a Nevada company. Mr. Scott R. Sand, our CEO, Founder and Chairman is employed under an employment agreement with the Company. This agreement was effective as of September 21, 2006. Under its terms Mr. Sand is entitled to $200,000 per year for a period of five years and 300,000 shares of common stock per year. As of May 31, 2008, Mr. Sand is due $1,747 for expenses paid on behalf of the company. As of this date, Mr. Sand is due a total of $865,000 under two note agreements for past due compensation from 1997-2004. The accrued interest on these notes as of May 31, 2008 is $78,912. The total due to Mr. Sand as of May 31, 2008 is $945,659.

ITEM 1A. RISK FACTORS

The following is a summary of the many risks and uncertainties we face in our business. You should carefully read these risks and uncertainties as well as the other information in this report in evaluating our business and its prospects.

WE HAVE A HISTORY OF OPERATING LOSSES AND ACCUMULATED DEFICIT, AND WE MAY NOT ACHIEVE OR MAINTAIN PROFITABILITY IN THE FUTURE.

We have experienced significant operating losses in each period since our inception. As of May 31, 2008, we have incurred total accumulated losses of $13,771,860. We expect these losses to continue and it is uncertain when, if ever, we will become profitable. These losses have resulted principally from costs incurred in the development of our products and from general and administrative costs associated with operations. We expect to incur increasing operating losses in the future as a result of expenses associated with research and product development as well as general and administrative costs. Even if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis.

WE WILL NEED ADDITIONAL CAPITAL IN THE FUTURE TO SUPPORT OUR GROWTH, AND RAISING SUCH CAPITAL WILL LIKELY CAUSE SUBSTANTIAL DILUTION TO EXISTING STOCKHOLDERS. IF ADDITIONAL CAPITAL IS NOT AVAILABLE, WE MAY HAVE TO CURTAIL OR CEASE OPERATIONS.

Our current plans indicate we will need significant additional capital for research and development and market penetration before we have substantial revenue generated from our BAFI® product line. The actual amount of funds that we will need will be determined by many factors, some of which are beyond our control, and we may need funds sooner than currently anticipated. These factors include:

the extent to which we enter into licensing arrangements, collaborations or joint ventures;

our progress with research and development;

the costs and timing of obtaining new patent rights;

cost of continuing operations and sales;

the extent to which we acquire or license other technologies; and

regulatory changes and competition and technological developments in the market.

We will be relying on future securities sales or additional loans to enable us to grow and reach profitability. There is no guarantee we will be able to sell our securities or secure additional loans. Further, future sales of securities will likely subject our shares to dilution.

WE HAVE RELIED ON CAPITAL CONTRIBUTED BY RELATED PARTIES, AND SUCH CAPITAL MAY NOT BE AVAILABLE IN THE FUTURE.

The Company has relied on loans and compensation deferrals from our CEO and Chairman, Scott R. Sand, and investment in the form of convertible notes payable from various individuals and entities to sustain the Company from 1999 into the current fiscal year. Although Mr. Sand has converted the amounts owed to him into shares of our common stock and Series A Convertible Preferred Stock, we may have to look again to Mr. Sand for assistance in financing. There is no guarantee that Mr. Sand will have financial resources available to assist in our funding. As of May 31, 2008, the Company owes Mr. Sand a total of $945,659 as of May 31, 2008. Of this amount, $300,000 is in the form of a non-interest bearing note dated March 20, 2004. This note was issued by Ingen with a four-year term for salary due to Mr. Sand from 1997-1998. A second note to Mr. Sand was issued on April 2, 2007 in the amount of $565,000. This note bears an interest rate of 12% per annum and is due on April 3, 2012. The second note was issued to Mr. Sand for salary due in 2003 and 2004. There is also $1,747 due to Mr. Sand as a result of business expenses paid by Mr. Sand on his personal credit cards. The Company has not recorded interest expense on this last amount. The related accrued interest is $78,912 as of May 31, 2008.

OUR RESPIRATORY PRODUCTS MAY NOT BE SUCCESSFULLY DEVELOPED OR COMMERCIALIZED, WHICH WOULD HARM US AND FORCE US TO CURTAIL OR CEASE OPERATIONS.

We are an emerging medical device manufacturer registered with the US Food and Drug Administration where Oxyview® is classified as a Class-I medical device. Oxyview® is currently being sold. The OxyAlert® product is still in the late stages of development as we still need manufacturing prototypes. Of the respiratory products, only Oxyview® is currently being marketed and sold. Our Oxyview® sales for the fiscal year ended May 31, 2008 were $42,044. Our products may not be successfully developed or commercialized on a timely basis, or at all. If we are unable, for technological or other reasons, to complete the development, introduction or scale-up of manufacturing of our products or other potential products, or if our products do not achieve a significant level of market acceptance, we would be forced to curtail or cease operations. Even if we develop our products for commercial use, we may not be able to develop products that:

are accepted by, and marketed successfully to, the medical marketplace;

are safe and effective;

are protected from competition by others;

do not infringe the intellectual property rights of others;

are developed prior to the successful marketing of similar products by competitors; or

can be manufactured in sufficient quantities or at a reasonable cost.

WE MAY NOT BE ABLE TO FORM AND MAINTAIN THE COLLABORATIVE RELATIONSHIPS THAT OUR BUSINESS STRATEGY REQUIRES, AND IF WE CANNOT DO SO, OUR ABILITY TO DEVELOP PRODUCTS AND REVENUE WILL SUFFER.

We must form research collaborations and licensing arrangements with several partners at the same time to operate our business successfully. To succeed, we will have to maintain our existing relationships and establish additional collaborations. We may not be able to establish any additional research collaborations or licensing arrangements necessary to develop and commercialize products using our technology or do so on terms favorable to us. If our collaborations are not successful or we are not able to manage multiple collaborations successfully, our programs may suffer.

Collaborative agreements generally pose the following risks:

collaborators may not pursue further development and commercialization of products resulting from collaborations or may elect not to continue or renew research and development programs;

collaborators could independently develop, or develop with third parties, products that could compete with our future products;

the terms of our agreements with our current or future collaborators may not be favorable to us;

a collaborator with marketing and distribution rights to one or more products may not commit enough resources to the marketing and distribution of our products, limiting our potential revenues from the commercialization of a product;

disputes may arise delaying or terminating the research, development or commercialization of our products, or result in significant litigation or arbitration; and

collaborations may be terminated and, if terminated, we would experience increased capital requirements if we elected to pursue further development of the product.

OUR QUARTERLY OPERATING RESULTS WILL FLUCTUATE

Our quarterly operating results will fluctuate for many reasons, including:

our ability to retain existing customers, attract new customers and satisfy our customers' demands,

our ability to acquire merchandise, manage our inventory and fulfill orders,

changes in gross margins of our current and future products, services, and markets,

changes in usage of the Internet and online services and consumer acceptance of the Internet and online commerce,

the level of traffic on our Web site,

the effects of acquisitions and other business combinations, and related integration,

technical difficulties, system downtime or Internet brownouts

our ability to properly anticipate demand,

our ability to prevent fraud perpetrated by third parties through credit card transactions, and payments transactions,

our level of merchandise returns,

disruptions in service by common shipping carriers due to strikes or otherwise,

disruption of our ongoing business,

problems retaining key technical and managerial personnel,

expenses associated with amortization of purchased, intangible assets,

additional operating losses and expenses of acquired businesses, if any, and/or

impairment of relationships with existing employees, customers and business partners.

SECURE BALANCE IS A PRIVATE LABEL PRODUCT THAT IS NOT EXCLUSIVE TO US.

We provide education, training and services related to the SportKat product lines that all constitute what we call "Secure Balance." However, the devices themselves are provided to us on a non-exclusive basis, meaning that other companies are marketing the same devices under other names, inclusive of SportKat and Interacoustics. The non-exclusive nature of the provision of the devices to us may negatively impact our ability to capture a meaningful market share. Due to the higher margins of our Oxyview® product, we are shifting our focus away from Secure Balance sales and marketing efforts until January 2009. Until this time, there will be a continued decrease of sales for any Secure Balance products and services, which could impact our revenues and income. The new sales program for Secure Balance will be comprised of a new Secure Balance website (SecureBalance.com) that will feature our current products and services, as well as include additional new products for vestibular function testing and balance assessment/therapy. Our objective to become more competitive in the balance medicine market is to offer a variety of products and services for the customer to choose from at lower and more competitive prices. We have negotiated new distribution contracts with major manufacturers for VNG systems and balance systems and plan to implement these new products in January 2009.

ALTHOUGH WE HAVE MINOR COMPETITION IN RELATION TO OUR OXYVIEW® PRODUCT LINE, WE EXPECT AN INCREASE IN THE FUTURE.

Although we are aware of current competition for our Oxyview® product line, we expect competition to continue to develop after marketing our products. It is unknown at this time what impact any such competition could have on us. We are a "going concern" enterprise and it is foreseeable that more than one competitor could emerge that is much stronger financially than we are and/or could already have significant marketing relationships for other medical devices.

WE DO NOT HAVE INTERNATIONAL PATENTS FOR OXYALERT®; WHICH MAY NEGATIVELY IMPACT OUR PLANS FOR FOREIGN OPERATIONS.

Although we intend to apply for international patents for our respiratory product line, we have not as yet done so for OxyAlert®, except for European, Chinese and Japanese patents for Oxyview®. We do not know when, and if, we will apply for such OxyAlert® patents. If we do not apply for these patents, or if there are delays in obtaining the patents, or if we are unable to obtain the patents, we may not be able to adequately protect our technologies in foreign markets for OxyAlert®.

IF WE ARE UNABLE TO EFFECTIVELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES MAY USE OUR TECHNOLOGY, WHICH COULD IMPAIR OUR ABILITY TO COMPETE IN OUR MARKETS.

Our success will depend on our ability to obtain and protect patents on our technology and to protect our trade secrets. The patents we currently own may not afford meaningful protection for our technology and products. Others may challenge our patents and, as a result, our patents could be narrowed, invalidated or unenforceable. In addition, our current and future patent applications may not result in the issuance of patents in the United States or foreign countries. Competitors might develop products similar to ours that do not infringe on our patents. In order to protect or enforce our patent rights, we may initiate interference proceedings, oppositions, or patent litigation against third parties, such as infringement suits. These lawsuits could be expensive, take significant time and divert management's attention from other business concerns. The patent position of medical firms generally is highly uncertain, involves complex legal and factual questions, and has recently been the subject of much litigation. No consistent policy has emerged from the U.S. Patent and Trademark Office or the courts regarding the breadth of claims allowed or the degree of protection afforded under biotechnology patents. In addition, there is a substantial backlog of applications at the U.S. Patent and Trademark Office, and the approval or rejection of patent applications may take several years.

We cannot guarantee that our management and others associated with us will not improperly use our patents, trademarks and trade secrets. Further, others may gain access to our trade secrets or independently develop substantially equivalent proprietary information and techniques.

OUR SUCCESS WILL DEPEND PARTLY ON OUR ABILITY TO OPERATE WITHOUT INFRINGING ON OR MISAPPROPRIATING THE PROPRIETARY RIGHTS OF OTHERS.

We may be sued for infringing on the patent rights or misappropriating the proprietary rights of others. Intellectual property litigation is costly, and, even if we prevail, the cost of such litigation could adversely affect our business, financial condition and results of operations. In addition, litigation is time consuming and could divert management attention and resources away from our business. If we do not prevail in any litigation, we could be required to stop the infringing activity and/or pay substantial damages. Under some circumstances in the United States, these damages could be triple the actual damages the patent holder incurs. If we have supplied infringing products to third parties for marketing or licensed third parties to manufacture, use or market infringing products, we may be obligated to indemnify these third parties for any damages they may be required to pay to the patent holder and for any losses the third parties may sustain themselves as the result of lost sales or damages paid to the patent holder.

If a third party holding rights under a patent successfully asserts an infringement claim with respect to any of our products, we may be prevented from manufacturing or marketing our infringing product in the country or countries covered by the patent we infringe, unless we can obtain a license from the patent holder. Any required license may not be available to us on acceptable terms, or at all. Some licenses may be non-exclusive, and therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or are unable to design around a patent, we may be unable to market some of our anticipated products, which could have a material adverse effect on our business, financial condition and results of operations.

IF WE LOSE OUR KEY MANAGEMENT PERSONNEL, OUR PRODUCT DEVELOPMENT AND COMMERCIALIZATION EFFORTS WOULD SUFFER.

Our performance is substantially dependent on the performance of our current senior management, Board of Directors and key scientific and technical personnel and advisers. The loss of the services of any member of our senior management, in particular Mr. Sand, our CEO and Chairman, Board of Directors, scientific or technical staff or advisory board may significantly delay or prevent the achievement of product development and other business objectives and could have a material adverse effect on our business, operating results and financial condition.

WE HAVE NO COMMERCIAL PRODUCTION CAPABILITY YET FOR MOST OF OUR PRODUCT LINES AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER REVENUE.

We have not produced the OxyAlert® product for sale, although production is currently pending the review for exempt status with the US Food and Drug Administration. We have begun production and sales of our Oxyview® product, but not OxyAlert® or GasAlert®. Customers for any potential products and regulatory agencies will require that we comply with current good manufacturing practices that we may not be able to meet. We may not be able to maintain acceptable quality standards if we ramp up production. To achieve anticipated customer demand levels, we will need to scale-up our production capability and maintain adequate levels of inventory. We may not be able to produce sufficient quantities to meet market demand. If we cannot achieve the required level and quality of production, we may need to outsource production or rely on licensing and other arrangements with third parties. This reliance could reduce our gross margins and expose us to the risks inherent in relying on others. We may not be able to successfully outsource our production or enter into licensing or other arrangements under acceptable terms with these third parties, which could adversely affect our business.

WE HAVE NO MARKETING OR SALES STAFF, AND IF WE ARE UNABLE TO ENTER INTOCOLLABORATIONS WITH MARKETING PARTNERS OR IF WE ARE UNABLE TO DEVELOP OUR OWN SALES AND MARKETING CAPABILITY, WE MAY NOT BE SUCCESSFUL IN COMMERCIALIZING OUR PRODUCTS.

We currently have no in-house sales, marketing or distribution capability. As a result, we will depend on collaborations with third parties that have established distribution systems and direct sales forces. To the extent that we enter into co-promotion or other licensing arrangements, our revenues will depend upon the efforts of third parties, over which we may have little or no control.

If we are unable to reach and maintain an agreement with one or more distribution entities or collaborators under acceptable terms, we may be required to market our products directly. This requires that we establish our own specialized sales force and marketing organization to market our products. To do this, we would have to develop a marketing and sales force with technical expertise and with supporting distribution capability. Developing a marketing and sales force is expensive and time consuming and could delay a product launch. We may not be able to develop this capacity, which would make us unable to commercialize our products.

IF WE ARE SUBJECT TO PRODUCT LIABILITY CLAIMS AND HAVE NOT OBTAINED ADEQUATE INSURANCE TO PROTECT AGAINST THESE CLAIMS, OUR FINANCIAL CONDITION WOULD SUFFER.

As we continue to launch commercially our respiratory product line, we will face increased exposure to product liability claims. We have exposure selling Secure Balance. We have limited product liability insurance coverage, but there is no guarantee that it is adequate coverage. There is also a risk that third parties for which we have agreed to indemnify could incur liability. We cannot predict all of the possible harms or side effects that may result and, therefore, the amount of insurance coverage we obtain may not be adequate to protect us from all liabilities. We may not have sufficient resources to pay for any liabilities resulting from a claim beyond the limit of, or excluded from, our insurance coverage.

RISKS RELATING TO OUR COMMON STOCK

THE SEC HAS THREATENED TO SUSPEND TRADING OF OUR STOCK

On October 13, 2005, we received a letter from the Division of Corporate Finance of the Securities and Exchange Commission ("SEC") in connection with our failure to file periodic reports as required by the Securities Exchange Act of 1934. Specifically, as of the date of the SEC's letter, our predecessor management failed to file periodic reports dating to fiscal year ended 1998. After the merger, we recommenced filing of our periodic reports on November 7, 2005. We have worked diligently on getting these past due filings completed and filed with the SEC. We believe that all past due filing requirements have been met.

OUR STOCK IS THINLY TRADED, WHICH CAN LEAD TO PRICE VOLATILITY AND DIFFICULTY LIQUIDATING YOUR INVESTMENT.

The trading volume of our stock has been low, which can cause the trading price of our stock to change substantially in response to relatively small orders. In addition, during the last two fiscal years, our common stock has traded as low as $900.00 and as high as $234,000.00 (adjusted for our 600 to 1 reverse split which was effective on August 27, 2008 and our 3,000 to 1 reverse split effective on March 18, 2009). Both volume and price could also be subject to wide fluctuations in response to various factors, many of which are beyond our control, including:

actual or anticipated variations in quarterly and annual operating results;

announcements of technological innovations by us or our competitors;

developments or disputes concerning patent or proprietary rights; and

general market perception of medical device and provider companies.

WE HAVE NOT, AND CURRENTLY DO NOT ANTICIPATE, PAYING DIVIDENDS ON OUR COMMON STOCK.

We have never paid any dividends on our common stock and do not plan to pay dividends on our common stock for the foreseeable future. We currently intend to retain future earnings, if any, to finance operations, capital expenditures and the expansion of our business.

THERE IS A LIMITED MARKET FOR OUR COMMON STOCK WHICH MAKES IT DIFFICULT FOR INVESTORS TO ENGAGE IN TRANSACTIONS IN OUR SECURITIES.

Our common stock is quoted on the Pink Sheets under the symbol "IGNT." There is a limited trading market for our common stock. If public trading of our common stock does not increase, a liquid market will not develop for our common stock. The potential effects of this include difficulties for the holders of our common shares to sell our common stock at prices they find attractive. If liquidity in the market for our common stock does not increase, investors in our company may never realize a profit on their investment.

OUR STOCK PRICE IS VOLATILE WHICH MAY MAKE IT DIFFICULT FOR INVESTORS TO SELL OUR SECURITIES FOR A PROFIT.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

technological innovations or new products and services by us or our competitors;

additions or departures of key personnel;

sales of our common stock;

our ability to integrate operations, technology, products and services;

our ability to execute our business plan;

operating results below expectations;

industry developments;

economic and other external factors; and

period-to-period fluctuations in our financial results.

Because we have a limited operating history with little revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

OUR COMMON STOCK IS DEEMED A "PENNY STOCK" UNDER THE RULES OF THE SEC, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME.

Our common stock is currently listed for trading on the Pink Sheets which is generally considered to be a less efficient market than markets such as NASDAQ or other national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities are subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended, or Exchange Act. The penny stock rules apply to non-NASDAQ companies whose common stock trades at less than $5.00 per share or which have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stocks" because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules," investors will find it more difficult to dispose of our securities. Further, for companies whose securities are traded on the Pink Sheets, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

A SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE OF OUR COMMON STOCK TO DECLINE.

If our stockholders sell substantial amounts of our common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or conversion of convertible notes, the market price of our common stock could fall. These sales also may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate. As of May 14, 2010, 4,480,398,932 shares of our issued common stock are unrestricted and 20,152,133 shares are restricted (but many may be eligible to have restrictions lifted). Further, at May 31, 2008, we had $2,794,291 in convertible notes outstanding, which may be converted into restricted common stock or if eligible, into unrestricted common stock under Rule 144.

RISKS RELATING TO OUR FINANCING AGREEMENTS:

EVENTS OF DEFAULT UNDER OUR CONVERTIBLE DEBENTURES

We have entered into a series of convertible note agreements in the past two fiscal years; specifically, a $1.5 million convertible agreement entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007. Under the transaction documents, we have committed various acts and failed to timely perform other acts that constitute events of default under the transaction documents. We have received assurance from counsel for the investors that "You are not in default. We [the investors] have to put you into default and we have not." There can be no assurance that the investors will not declare a default in the future. Our stockholders should be aware that if the investors provide written notice of default to us, then our liabilities would increase dramatically due to the penalties, reset provisions, and other damages specified in the transaction documents. The increase in liabilities attributed to a notice of default under the transaction documents could vastly exceed our current market capitalization and have dramatic negative affects on our financial condition. The debentures are collateralized by our assets and, in the event if we are unable to repay or restructure these debentures, there is no assurance that the holders of the debentures will not institute legal proceedings to recover the amounts owed including foreclosure on our assets. Subsequent to May 31, 2008, we entered into $500,000 Securities Purchase Agreement dated June 16, 2008 with three of the noteholders. This group of note holders commenced legal action against us in June 2009 for breach of contract under our various note agreements. On July 31, 2009, we entered into a Settlement and Forbearance Agreement with the note holders. Under the terms of this Agreement, we stipulated to a judgment in the amount of $4.5 million. All warrants held by the note holders were cancelled. Further, Ingen agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to Ingen offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as Ingen delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by Ingen. Since the Judgment date, the Company has issued a total of 767,930,499 shares of common stock to these note holders. These shares have reduced the settlement amount by $2,328,919 to $2,171,081. The Company has accrued interest of $155,340 on this judgment through February 28, 2010.

THE CONTINUOUSLY ADJUSTABLE CONVERSION PRICE FEATURE OF OUR CONVERTIBLE DEBENTURES COULD REQUIRE US TO ISSUE A SUBSTANTIALLY GREATER NUMBER OF SHARES TO THE HOLDERS, WHICH WILL CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS.

Our obligation to issue shares upon conversion of our convertible securities under the June 2006 and March 2007 agreements is essentially limitless. Further, subsequent to May 31, 2008, we entered into an agreement to issue up to $500,000 in Secured Callable Convertible Notes. An aggregate of $225,000 in convertible notes have been issued under this agreement.

The issuance of shares upon conversion of the convertible debentures and exercise of warrants may result in substantial dilution to the interests of other stockholders since the holders of such securities may ultimately convert and sell the full amount issuable on conversion. Although the holders of our convertible debentures and warrants may not convert and/or exercise such securities if such conversion or exercise would cause them to own more than 4.99% of our outstanding common stock, this restriction does not prevent them from converting and/or exercising some of their holdings and then converting the rest of their holdings. In this way, the holders of our convertible debentures and warrants could sell more than this limit while never holding more than this limit. There is no upper limit on the number of shares that may be issued which will have the effect of further diluting the proportionate equity interest and voting power of all holders of our common stock. In addition, the number of shares of common stock issuable upon conversion of the outstanding convertible debentures may increase if the market price of our stock declines. The sale of these shares may adversely affect the market price of our common stock.

IF WE ARE REQUIRED FOR ANY REASON TO REPAY OUR OUTSTANDING CONVERTIBLE DEBENTURES, WE WOULD BE REQUIRED TO DEPLETE OUR WORKING CAPITAL, IF AVAILABLE, OR RAISE ADDITIONAL FUNDS. OUR FAILURE TO REPAY THE CONVERTIBLE DEBENTURES, IF REQUIRED, COULD RESULT IN LEGAL ACTION AGAINST US, WHICH COULD REQUIRE THE SALE OF SUBSTANTIAL ASSETS.

We have issued convertible debentures that total $3,225,000 ($3,000,000 were issued as of May 31, 2008 and $225,000 were issued subsequent to May 31, 2008). As of May 31, 2008, $28,453 of these notes were converted into common stock (an additional $8,380 was converted subsequent to May 31, 2008). Unless sooner converted into shares of our common stock, we are required to repay the convertible debentures. To do so, we would be required to use our working capital, if any at that time, and/or raise additional funds. If we were unable to repay the debentures when required, the debenture holders could commence legal action against us to recover the amounts due. Any such action may require us to curtail or cease operations.

ITEM 2. PROPERTIES

We do not own real property. We lease approximately 2,000 square feet of office space in Yucaipa, California at a current rental rate of approximately $1,700 per month under the terms of a lease agreement that expires on April 1, 2011. We also rent, on an oral month-to-month basis, a portion of our Chief Executive Officer, Scott R. Sand's personal residence as a second office for Mr. Sand and for storage space. The rental on this facility is $1,600 per month for about 1,200 square feet of office and storage space. These facilities are adequate for our current requirements.

ITEM 3. LEGAL PROCEEDINGS

On June 3, 2009, a group of note holders holding approximately $2.25 million in convertible notes (the $1.5 million convertible date entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007 as well a $500,000 Securities Purchase Agreement dated June 16, 2008 of which $200,000 was funded, collectively referred to as “the NIR Group”) filed a lawsuit against the Company for breach of contract under the terms of the notes. On July 31, 2009, the Company entered into a Settlement and Forbearance Agreement with the note holders. Under the terms of this Agreement, Ingen stipulated to a judgment in the amount of $4.5 million. All warrants held by the note holders were cancelled. Further, Ingen agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to Ingen offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as Ingen delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by Ingen. The judgment bears an interest rate of 9%. In August 2009, Ingen issued 83,413,236 shares of its post-reverse common shares to the NIR Group for two weekly payments under the terms of the Settlement and Forbearance Agreement. In September 2009, the Company issued another 184,391,955 shares of common stock to the NIR Group. These shares have generated proceeds of $868,834 to $3,631,166. The Company is attempting to increase its number of authorized shares from 2.5 billion to 3.5 billion to accommodate continued stock payments to the NIR Group.

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $13,589 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. On October 14, 2008, Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three installments up through November 28, 2008. Upon the timely payment of the three installments, the plaintiff will file a Dismissal with Prejudice of the entire action. Should payments not be made in a timely fashion, the settlement offer will be null and void and the plaintiff will continue with all applicable legal remedies. Although the Company did not meet the payment obligations in a timely fashion, the total amount due was settled in full in June 2009 with a payment of $12,244 and the matter is now resolved.

In January 2009, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $7,562 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. The Company settled this case by making a payment of $5,714 in June 2009.

In February 2009, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $8,421 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. The Company settled this case by making a payment of $6,341 in June 2009.

In May 2009, the Company and its CEO Scott Sand were named in a civil case in the Third District Court of Utah. The filing was made by Avanta Bank Corp and sought damages of $5,570 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. The Company settled this case by making a payment of $2,500 in June 2009.

In March 2009, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $6,508 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. The Company settled this case by making a payment of $4,945 in June 2009.

In February of 2009, the Company was notified by the California State Board of Equalization of an obligation to pay sales taxes related to Secure Balance sales. The Board of Equalization determined that $112,594 was due from sales within the state of California from 2000-2006. The Company has included this liability in its restated financial statements. The amount was paid in full by June 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 12, 2008, the stockholders approved a resolution to amend the Articles of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 750,000,000, and authorized a reverse split of common shares on a ratio of 600 into 1, effective on August 27, 2008; thereby reducing the number of issued and outstanding shares from 342,946,942 to 572,259. On March 18, 2009, the Company effectuated another reverse stock split. This additional reverse split was at a rate of one share for every three thousand (3,000) then outstanding. The cumulative effect of these two reverse stock splits was a rate of one share for every 1,800,000. The Series A Preferred stock was not affected by these reverse stock splits. The effects of the reverse stock splits have been adjusted for in these financial statements.

The stockholders also approved an increase in the number of authorized shares of common stock to 2.5 billion and an increase in the number of authorized shares of the Series-A preferred stock to 100 million. There was a change in the rights of the Series-A preferred stock to include special voting rights, giving them 10 votes per share (previously each share received one vote, on equal footing with the common stock). The Series-A preferred shares are now convertible into 10 shares of common stock (they previously were convertible at a rate of one for one).

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERS PURCHASES OF EQUITY SECURITIES

(a) Market Information. Our common stock trades on the "Pink Sheets." Our common stock traded under the trading symbol "IGTG" during the fiscal years reported below. The following table was supplied to us by Pink Sheets management and sets forth the high and low prices for our common stock as reported from June 1, 2006 to May 31, 2008, our last two fiscal years. The quotations reflect inter-dealer prices without retail markups, markdowns, or commissions and may not represent actual transactions.

The prices have been adjusted for the reverse stock splits that were effective on August 27, 2008 (at a rate of 600 to 1) and March 18, 2009 (at a rate of 3,000 to 1).

TRADING INFORMATION AS REPORTED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS COMPOSITE FEED OR OTHER QUALIFIED INTER-DEALER QUOTATION MEDIUM. THESE PRICES WERE REPORTED BY PINKSHEETS.COM.

	Closing Bid
Period Ending	High*	Low*
Aug 31, 2006	234,000.00	90,000.00
Nov 30, 2006	126,000.00	54,000.00
Feb 28, 2007	126,000.00	72,000.00
May 31, 2007	108,000.00	54,000.00
Aug 31, 2007	180,000.00	54,000.00
Nov 30, 2007	126,000.00	54,000.00
Feb 28, 2008	90,000.00	18,000.00
May 31, 2008	27,000.00	900.00

* Adjusted for the reverse stock splits that were effective on August 27, 2008 (at a rate of 600 to 1) and March 18, 2009 (at a rate of 3,000 to 1).

(b) Holders. On May 14, 2010, there were 559 stockholders of record of our common stock.

This number does not include beneficial owners of the common stock whose shares may be held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

(c) Dividends. We have never paid any dividends on our common stock and do not plan to pay dividends on our common stock for the foreseeable future. We currently intend to retain future earnings, if any, to finance operations, capital expenditures and the expansion of our business.

EQUITY COMPENSATION PLANS

The following table sets forth as of May 31, 2008 compensation plans (including individual compensation arrangements) under which equity securities of the company are authorized for issuance:

Equity Compensation Plan Information

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	0	0	0

Equity compensation plans not approved by security holders	1,000,000 shares of Series A Preferred Stock (1) 250,000 shares of common stock (2)	$0.04 $0.50	20,000,000 shares of common stock 7,000,000 shares of Series A Preferred Stock (3)(4)

Total	1,000,000 shares of Series A Preferred Stock (1) 250,000 shares of common stock (2)	$0.04 $0.50	20,000,000 shares of common stock 7,000,000 shares of Series A Preferred Stock (3)(4)

(1) On January 18, 2007, we issued options to purchase 1,000,000 shares of Series A Preferred Stock to Peter Wilke, our then general counsel. The option price is $0.04 and the term is five years.

(2) On March 31, 2008, we issued an anti-dilutive 3-year common stock purchase warrant to purchase 250,000 shares of our common stock to our legal counsel. The warrants have an exercise price of $0.50 per share and may be exercised at any time prior to March 31, 2011.

(3) On January 22, 2007, we approved the January 2007 Non-Qualified Stock Plan (the "Plan"). The purpose of the Plan is to compensate key employees, advisors, service providers and consultants by issuing them shares of our common stock or options to purchase shares of common stock in exchange for services rendered. We authorized up to 20 million shares of our common stock and up to 8 million shares of our preferred stock for issuance under the Plan.

(4) In November 2006, in connection with an agreement to purchase the rights of Oxyview® from Francis McDermott, we agreed to issue Mr. McDermott options to purchase 2,000,000 shares of common stock at an exercise price of $.06 per share. The options were to be issued only upon the sale of at least 1,000,000 units of Oxyview® and terminate five years thereafter. In May 2008, we agreed to issue 2,000,000 shares of Series A preferred stock to Mr. McDermott to cancel these options. The stock was not issued as of May 31, 2008 and we have booked $2,000 as a stock subscription.

We have outstanding options held by one individual to purchase 1,000,000 shares of our Series A Convertible Preferred stock.

Preferred Stock (fully vested).

Options Outstanding as of	Shares	Weighted-Average Exercise Price	Weighted-Averaged Remaining Contractual Term	Intrinsic Value
May 31, 2008	1,000,000	$0.04	4.58 years	$39,314

For purposes of calculating the intrinsic value of the options to purchase Series A Preferred Stock, we used the trading value and volatility of our common shares. There is no market for the Series Preferred stock, but each share is convertible at a one-for-one rate into our common stock. The intrinsic value of the stock options was deducted in the fiscal year ended May 31, 2007.

RECENT SALES OF UNREGISTERED SECURITIES

During the quarter ended May 31, 2008, we sold the following securities without registration under the Securities Act of 1933 in reliance on the exemption contained in Section 4(2) and/or Regulation D promulgated there under. No general solicitation or advertising was used in connection with the sale of the shares and all shares were issued with a restrictive legend.

Common Stock

In March 2008, we issued a total of 30,000 shares of our restricted common stock to our CEO, Scott Sand (adjusted for the 1 for 600 reverse stock split on August 27, 2008) originally issued as 18,000,000 shares of restricted common stock). The stock was issued to retire accrued compensation in the amount of $108,000. We valued this stock at $0.006 per share, which was the closing price of the common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $3.60 per share.

In March 2008, we issued a total of 16,668 shares of our restricted common stock to two entities in exchange for service rendered (adjusted for the 1 for 600 reverse stock split on August 27, 2008, the stock was originally issued as 10,000,000 shares of restricted common stock). We valued this stock at $0.006 per share, which was the closing price of the common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $3.60 per share.

In March 2008, we issued a total of 3,000 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to the seven members of our Board of Directors and an officer. This was originally issued as 1,800,000 shares of restricted common stock. 1,200,000 shares were issued for Directors' fees, 300,000 shares were issued to Scott Sand, our CEO under the terms of his employment agreement, and 300,000 shares were issued to Tom Neavitt, an officer for his services rendered as Chief Financial Officer. We valued this stock at $0.006 per share, which was the closing price of the common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $3.60 per share. The total value of the stock issued was $10,800.

On March 31, 2008, the Company issued to a consultant an anti-dilutive warrant granting the holder the right to purchase up to 250,000 shares of common stock at $.50 per share until March 31, 2011. The Company also issued the consultant a convertible promissory note in the principal amount of $37,000. On or before September 1, 2010, the holder may convert the note into shares of the Company's common stock. In all circumstances, the holder shall receive a minimum of 400,000 shares of the Company's common stock. Furthermore, in the event of a merger, consolidation, combination, subdivision, forward split or reverse split, any portion of the unpaid amount of this note may be converted into fully-paid, non-assessable shares of the Company's common stock, at a conversion price equal to $.25 per share.

In April 2008, we sold a total of 4,167 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to one individual. This was originally issued as 2,500,000 shares of restricted common stock. The stock was sold for cash at a price of $0.006 per share. The reverse stock split adjusted price of the common stock is $3.60 per share. The total consideration received by the Company was $15,000.

In April 2008, we issued a total of 133 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to one individual. This was originally issued as 80,000 shares of restricted common stock. The stock was issued for services rendered and was valued at a price of $0.005 per share, which was the closing price of common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $3.00 per share. The total value of the stock issued was $400.

In April 2008, we issued a total of 10,000 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to an entity (originally issued as 6,000,000 shares of restricted common stock). The stock was issued for services rendered and was valued at a price of $0.0032 per share, which was the closing price of common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $1.92 per share. The total value of the stock issued was $19,200.

In April 2008, we authorized the issuance for a total of 1,200,000 shares of our restricted common stock to Bradley Klearman, who is one of our directors, and as part of his consulting agreement (after the 1 for 600 reverse stock split on August 27, 2008, this was equal to 2,000 post reverse stock split shares of common stock). Under this agreement, Mr. Klearman receives $3,000 per month retainer paid either in cash or restricted shares, depending on the company's ability to pay. The company owed Mr. Klearman $3,000 for the month of February 2008, and an additional $3,000 for the month of March 2008. The total amount owed prior to April 1, 2008 was $6,000. The fair market value of the company stock at that time was $0.005 per share. The calculation of shares was derived by dividing the amount owed of $6,000 by the fair market value of $0.005.

In April 2008, we sold a total of 4,385 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to Robert Sand, the father of our CEO. This was originally issued as 2,631,579 shares of restricted common stock. The stock was sold for cash at a price of $0.0019 per share. Our stock price was $0.002 on the date of issuance. The reverse stock split adjusted price of the common stock is $1.14 per share. The total consideration received by the Company was $5,000.

In April 2008, we issued a total of 1,667 shares of our restricted common stock (adjusted for the 1 for 600 reverse stock split on August 27, 2008) to one individual. This was originally issued as 1,000,000 shares of restricted common stock. The stock was issued for services rendered and was valued at a price of $0.0015 per share, which was the closing price of common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $0.90 per share. The total value of the stock issued was $1,500.

In May 2008, we sold a total of 37,292 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to five individuals. This was originally issued as 22,375,000 shares of restricted common stock. The stock was sold for cash at a price of $0.0008-0.001 per share. The reverse stock split adjusted price of the common stock is $0.48-0.60 per share. The total consideration received by the Company was $17,000.

In May 2008, we issued a total of 10,000 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to one individual. This was originally issued as 6,000,000 shares of restricted common stock. The stock was issued for services rendered and was valued at a price of $0.0009 per share, which was the closing price of common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $0.54 per share. The total value of the stock issued was $5,400.

In May 2008, we issued a total of 231,481 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our restricted common stock to our CEO, Scott Sand (originally issued as 138,888,889 shares of restricted common stock). The stock was issued in lieu of compensation, to retire accrued compensation and to pay unreimbursed expenses paid on behalf of the Company in the total amount of $125,000. We valued this stock at $0.0009 per share, which was the closing price of the common stock on the date of issuance. The reverse stock split adjusted price of the common stock is $0.54 per share.

Note Conversion

Throughout the quarter, we issued a total of 46,545 shares (adjusted for the 1 for 600 reverse stock split on August 27, 2008) of our common stock to our convertible note holders. This was originally issued as 27,927,000 shares of common stock. The stock was issued upon conversion of convertible notes dated June 25, 2006 and was valued at price from $0.0003-0.006 per share, which was the conversion price the notes on the dates of conversion (50% of the market price of our common stock on the dates of conversion). The reverse stock split adjusted price of the common stock is $0.18-3.60 per share. The total amount of the notes converted was equal to $23,453.

Preferred Stock

On March 19, 2008, the Company's CEO, Scott Sand converted a total of $72,000 in debt into 12,000,000 shares of the Company's Series A Preferred Stock. The stock was valued at $0.006 per share, which was the trading price of the Company's common stock at the time of the issuance.

Subsequent to May 31, 2008, the Company reports the following issuances:

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with three investors. Under the Securities Purchase Agreement, the investors agreed to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes") and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. The initial closing occurred on June 20, 2008 and the Issuer received gross proceeds of $100,000 and delivered to the Investors $100,000 face value Notes and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. Future closings for gross proceeds of $100,000 each were scheduled to occur at the end of July, August, September, and October 2008. Following the initial closing, the Company has issued $225,000 in additional convertible notes.

On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as of June 16, 2008. Under the terms of this amendment, the conversion rate and interest rate of all convertible debentures have been adjusted. This amendment applies to the $1.5 million convertible date entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007 as well as the $500,000 Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%. Also the interest rate on all convertible notes has been adjusted from 6% to 12%. This interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008, this interest rate adjustment would be applied to $2,031,547 in outstanding convertible debt. Further, the June 16, 2008 agreement to purchase up to $500,000 in Secured Callable Convertible Notes was amended so that future purchases shall occur "on such dates as shall be mutually agreed upon by the Company and the Buyers" instead of on the scheduled closing dates originally provided for in the agreement. There is no guarantee that future purchases will occur.

Subsequent to May 31, 2008, the Company issued 70,185 post-reverse shares of its common stock in connection with the above mentioned debt.

On August 27, 2008, the Company engaged Media4Equity LLC, a Nevada limited liability company, to provide public relations services to the Company. Pursuant to the Media Production and Placement Services Agreement (the "Agreement"), Media4Equity is to act as production and placement agency for the Company's print and broadcast media campaign and to provide the Company with a guaranteed dollar value of national media exposure equivalent to $2,000,000 (the "Media Credit") as further set forth in the Agreement. The services provided under the Agreement shall commence at the sole discretion of the Company, but no later than twelve months from the effective date of the Agreement and the Agreement shall terminate upon the Media Credit being used in its entirety or within three years of commencement of services, whichever is earlier.

Under the Agreement, the Company issued Media4Equity 3,300,000 restricted shares of its common stock, no par value, valued at $.06 per share. The shares have piggyback registration rights and Media4Equity may also make one "demand" registration request, under which Company agrees to file under the Securities Act of 1933, as amended, a registration statement covering the shares within 30 days after receipt of such request. The Company relied upon the exemption from registration as set forth in Section 4(2) of the Securities Act of 1933 for the issuance of these securities. The shares were issued to an accredited investor. There was no general solicitation or advertising and the shares were issued with

a restrictive legend.

On September 17, 2008, Jeffrey Gleckman converted 4,000,000 of Series A preferred shares into common stock. Upon this conversion, Mr. Gleckman owned approximately 49.8% of our total outstanding common shares.

ITEM 6. SELECTED FINANCIAL DATA

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE DISCUSSION IN THIS SECTION CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE RELATING TO FUTURE EVENTS OR OUR FUTURE PERFORMANCE. WORDS SUCH AS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FUTURE," "MAY" AND SIMILAR EXPRESSIONS OR VARIATIONS OF SUCH WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE ONLY MEANS OF IDENTIFYING FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS ARE ONLY PREDICTIONS AND ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET FORTH UNDER THE CAPTION "BUSINESS RISKS," WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

OVERVIEW

Ingen Technologies, Inc. is an emerging medical device manufacturer registered with the US Food & Drug Administration and certified by the Department of Health Services. The company develops, markets and distributes medical technologies and products with applications in the respiratory device markets and the medical diagnostics market; as well as markets in emergency response, aviation, military and consumer markets. Ingen owns a variety of intellectual property, including domestic and foreign patents. The company owns and manufacture Oxyview® and OxyAlert®; products designed for the growing respiratory patient market in the USA and abroad. Oxyview® and OxyAlert® provide the respiratory clinicians, inclusive of pulmonologists, respiratory therapists and patient care technicians the means to access an innovative medical product that provides assurance and safety to home oxygen patients and hospitalized patients while monitoring oxygen flow during oxygen therapy. Patients using portable oxygen concentrators, home oxygen concentrators, liquid oxygen and oxygen gas can use Oxyview® and OxyAlert® to improve their oxygen delivery. The Oxyview® and OxyAlert® respiratory products have been accepted by various national respiratory foundations, including the National Home Oxygen Patient Association and the National Emphysema/COPD Foundation. Ingen distributes two products, PogaMoonga and a private label product referred to as Secure Balance. PogaMoonga is a natural drink processed from pomegranate, aloe vera and the leaves and seeds of the moringa tree. This product provides oxygen therapy patients, and consumers with a way to naturally increase their energy levels. The Secure Balance product is a private-label product that includes a vestibular function testing system and balance therapy system. The vestibular (referencing organs in the inner ear) function testing system is manufactured by Interacoustics LTD. in Denmark and is referred to as the VNG. This is an accepted method among physicians to provide diagnostic testing of the inner-ear and central nervous system, in order to provide qualitative results that determine a diagnosis of a patients balance problem.

The balance therapy system is manufactured by SportKAT, Inc. in San Diego, California. SportKAT provides private-label testing and balance therapy systems to others. This system is used to provide therapy to patients with balance problems through the use of computerized clinical software tools. However, we have our own trademark, Secure Balance. Our Secure Balance program provides balance testing/assessment equipment, education and training about balance and fall prevention to physicians and clinicians worldwide.

We have had sales revenues from Secure Balance and Oxyview® products in each of our last three fiscal years of $846,783 in the year ended May 31, 2006, $720,678 in the fiscal year ended May 31, 2007 and $252,493 in the fiscal year ended May 31, 2008. Secure Balance sales represent the majority of the revenues, as Oxyview® could not be sold until classification with the US Food and Drug Administration in November 2006. Accordingly, Secure Balance represented sales of $846,783 in the year ended May 31, 2006, $704,490 in the fiscal year ended May 31, 2007 and $207,357 in the fiscal year ended May 31, 2008. Oxyview® represented no sales in the year ended May 31, 2006, $5,695 in the fiscal year ended May 31, 2007 and $42,044 in the fiscal year ended May 31, 2008. The company revenues indicate a decline in Secure Balance sales and an increase with Oxyview® sales. We expect the percentage of our total sales coming from Secure Balance to continue to fall as we focus the vast majority of our sales and marketing efforts on Oxyview® and as we move toward the introduction of our OxyAlert® product. The Secure Balance sales have declined due to government cuts and changes in regulations for vestibular function testing and balance therapy. Further, the company is not a manufacturer of any Secure Balance products, and as a result has no control over competitive pricing or manufacturing costs. This would affect margins and gross profits of all Secure Balance sales. The Oxyview® sales have increased because the company is the manufacturer of Oxyview® and can control manufacturing costs and competitive pricing for its distribution, hospital group purchasing organizations and partnerships with its respiratory equipment manufacturers.

We have had significant losses since inception. Our net loss for the past three fiscal years ended May 31, 2008, May 31, 2007 and May 31, 2006 have been $2,088,759, $5,660,943 and $2,122,563, respectively. We anticipate that we will continue to incur substantial additional operating losses in our fiscal year ending May 31, 2009 as we continue to develop our respiratory product line, increase our sales efforts for our Oxyview® product, and begin anticipated manufacturing and marketing of OxyAlert®.

As of May 31, 2008, we had an accumulated deficit of $13,771,860 (up from $11,683,101 on May 31, 2007 and $6,022,158 as of May 31, 2006).

We have restated our financial statements for the fiscal years ended May 31, 2008 and May 31, 2007. As a result of this restatement, we have included restated financial statements for both of these fiscal years in this Form 10-K/A. This restatement caused us to restate the interim financial statements for the quarters ended August 31, 2006, November 30, 2006, February 28, 2007, August 31, 2007, November 30, 2007 and February 29, 2008. Additionally, we have included a comparison of the financial results for the fiscal year ended May 31, 2006 compared to May 31, 2007 in addition to a comparison of the fiscal year ended May 31, 2007 compared to May 31, 2008 in the Management's Discussion and Analysis.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our audited, consolidated financial statements. Certain of our policies require the application of management judgment in making estimates and assumptions that affect the amounts reported in the consolidated financial statements and disclosures made in the accompanying notes. Those estimates and assumptions are based on historical experience and various other factors deemed to be applicable and reasonable under the circumstances. The use of judgment in determining such estimates and assumptions is by nature, subject to a degree of uncertainty. Accordingly, actual results could differ from the estimates made.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEARS ENDED MAY 31, 2006 AND MAY 31, 2007

We reported gross sales of $720,678 in the fiscal year ended May 31, 2007. Our total sales fell 15% from sales of $846,783 in our fiscal year ended May 31, 2006. Our sales decrease was attributable to less sales of our Secure Balance product. Our Secure Balance sales were $704,490 in the 2007 fiscal year (approximately 98% of our total sales in the fiscal year ended May 31, 2007), compared to $846,783 in the prior year (100% of our sales in the fiscal year ended May 31, 2006). Management attributes the drop in Secure Balance sales in comparison to a year ago to a change in billing practices of Medicare. The government "changed" the rules, telling physicians that they could not utilize the balance therapy equipment in their offices without having a licensed physical therapist on hand while the equipment was in use. Therefore, for a period of time, only physicians willing to bring physical therapists into their offices were willing to purchase or lease Secure Balance. Further, our sales of Oxyview® were $5,695 (this sales figure represented approximately 0.8% of all revenues in the fiscal year ended May 31, 2007). We also reported $10,492 in freight charges that we collected and recorded as income in the fiscal year ended May 31, 2007 (our freight income represented approximately 1.5% of all revenues in the fiscal year ended May 31, 2007). The downward trend in our overall revenues in the fiscal year ended May 31, 2007 was a result of the aforementioned decrease in Secure Balance sales and a shift in management's efforts to promoting sales of Oxyview®.

Our cost of sales was $452,100 in the fiscal year ended May 31, 2007 and our gross profit was $268,578 (a gross margin of 37.3%). We reported cost of sales of $301,118 in the fiscal year ended May 31, 2006 with a gross profit of $545,665 (a gross margin of 64.4%). The large difference in the gross margin from the 2007 fiscal year compared to the prior year is primarily related to a change in accounting treatment of commissions and other direct cost of sales (including costs by the Company to install Secure Balance units and to train the customers to use the machine). All of these costs allocated to cost of sales are contractual obligations of the Company directly related to the sale of the Secure Balance units. The Company would have reported total cost of sales of $540,231 in the fiscal year ended May 31, 2006 had the Company utilized this same accounting treatment for its commissions and other related expenses now classified as costs of sales. This would have resulted in a gross profit of $306,552 and a gross margin of 36.2%, nearly the same as the gross margin in the fiscal year ended May 31, 2007. We anticipate our gross profit percentage to improve as we increase our Oxyview® sales and our Secure Balance sales continue to fall. Our Oxyview® units generate a much higher profit margin. For the fiscal year ended May 31, 2007, the cost of sales on our Oxyview® units was $133 on sales of $5,695 (a gross margin of 97.7%, with a gross profit of $5,562). The cost of sales of on our Secure Balance units was $451,966 (a gross margin of 35.8%, with a gross profit of $252,524).

Our selling, general and administrative ("SG&A") expenses were $2,154,505 in the fiscal year ended May 31, 2007. This was a decrease of approximately 9.4% from the selling, general and administrative expenses of $2,377,881 reported in the fiscal year ended May 31, 2006. With the adjustment for the change in cost of sales discussed above, the selling, general and administrative expenses would have been $2,004,727 in the fiscal year ended May 31, 2006.

The largest components of our SG&A are advertising, legal and professional services, travel associated with both sales and business development, outside services and salaries. Our advertising expense dropped from $325,761 in the fiscal year ended May 31, 2006 to $175,524 in the fiscal year ended May 31, 2007 (a decrease of 46.1%). This drop in advertising expense is due to less available capital for advertising and a decrease in advertising of our Secure Balance product. We expect advertising expense to continue to fall until we secure additional capital to allocate to advertising and promoting of Oxyview®.

We spent $455,049 on legal and professional fees in the fiscal year ended May 31, 2006. This amount dropped 18.2% to $372,865 in the fiscal year ended May 31, 2007. A large portion of our legal and professional fees related directly to the task of filing delinquent periodic reports required by the SEC. Our predecessor management failed to file these reports dating from the fiscal year ended May 31, 1998 through the time that Ingen Technologies, Inc. (the private Nevada company) was acquired in March of 2004. The time and expense related to filing these delinquent reports was substantial. Fortunately, we substantially completed these delinquent reports in the fiscal year ended May 31, 2008 and as a result we anticipate our legal and professional fees to continue to fall.

Our travel expense increased from $228,671 in the fiscal year ended May 31, 2006 to $319,476 in the fiscal year ended May 31, 2007 (an increase of 39.7%). This increase in travel expense was due to domestic travel expenses incurred while expanding national distribution contracts for Oxyview®.

The amounts we paid for outside services decreased from $611,236 in the fiscal year ended May 31, 2006 to $573,631 in the fiscal year ended May 31, 2007 (a decrease of 6.1%). This slight decrease was primarily attributable to slight decreases in expenses paid with stock to third party consultants and professional service fees (accountants and attorneys) associated with filing delinquent reports with the SEC.

The amounts we paid for salaries increased from $112,409 in the fiscal year ended May 31, 2006 to $195,164 in the fiscal year ended May 31, 2007 (an increase of 73.6%). This increase is attributable to the increase in officer's compensation paid to Scott Sand, our CEO. We entered into an employment contract with Mr. Sand on December 1, 2006 which pays him a salary of $200,000 per year. As a result of this prorated salary and stock awards to Mr. Sand, our officer's compensation for the fiscal year ended May 31, 2007 increased to $116,667 from $60,000 in the previous fiscal year.

Due to entering into $2,780,000 in convertible note agreements as of May 31, 2007, our interest expense increased dramatically. We reported interest expense of $219,977 in our fiscal year ended May 31, 2006. Our interest expense in the 2007 fiscal year was $5,415,384. The bulk of this current interest expense relates to the accounting treatment of the convertible feature of the notes payable. The interest expense accrued on the notes payable was equal to $81,971 for the year ended May 31, 2007. The other interest charges related to the amortization of debt issue costs, amortization of note discount and other financing costs were $5,333,413.

We reported income due to the change in our derivative liability in the amount of $1,643,358 in the fiscal year ended May 31, 2007. This was the first year we reported such income. This income was generated as a result of the Company's treatment of certain convertible notes payable and warrants. The Company is required to value the convertible feature of each convertible note and also value the warrants when they are issued. The valuation was done again as of May 31, 2007. The changes in these values, which are based on a Black Scholes valuation, have been recorded as income. The net difference of the Black Scholes valuation at the time of the issuance of the debt and warrants compared to the valuation as of May 31, 2007 resulted in the Company reporting income of $1,583,636 (the derivative liability decreased between the time of issuance of the warrants and debt and May 31, 2007).

We have not generated net profit to date and therefore have not paid any federal income taxes since inception. We paid $1,215 and $800 in franchise taxes to the state of California in the fiscal years ended May 31, 2007 and 2006, respectively. We also made a tax payment to the state of Georgia of $1,775 in the current fiscal year. We estimate that our federal tax net operating loss carry forward will be approximately $4.6 million as of May 31, 2007. This carry forward was equal to $3,009,598 as of May 31, 2006. The loss carry forward will begin to expire in 2019, if not utilized. Our ability to utilize our net operating loss and tax credit carry forwards may be limited in the event of a change in ownership.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2007, our current assets totaled $262,521 (including cash of $238, inventory of $85,594 and prepaid expenses of $176,689). Total current liabilities were $1,520,251, consisting of $84,517 in accounts payable, $371,853 in accrued expense, a $100,000 note, $949,342 in an officer's loan and $14,539 representing the current portion of long-term debt. We had a working capital deficit of $1,257,730 as of May 31, 2007. We had $720,678 of sales in the fiscal year ended May 31, 2007 and sales of convertible debentures on which we netted $1,566,800. Our finances were assisted by deferments from our CEO and Chairman Scott R. Sand. Mr. Sand accrued $96,667 in salary in the fiscal year, although he converted $95,311 of this accrued salary into preferred stock. As of May 31, 2007, we owed Mr. Sand $865,000 in notes for past due compensation, $11,112 for accrued interest on the notes, $113,356 in accrued salary and an additional $84,342 for expenses that he has paid on behalf of the Company. The total amount due to Mr. Sand was $1,158,151.

Our current assets as of May 31, 2006 were $111,112, comprised of cash. Our current liabilities as of May 31, 2006 were $1,292,495 (comprised of accounts payable of $48,186, accrued expenses of $873,483 and an officer's loan of $370,826). We had a working capital deficit of $1,181,383 as of May 31, 2006.

Operations for the fiscal year ended May 31, 2007 required $1,500,486 in cash (compared to $1,463,006 in the fiscal year ended May 31, 2006). We made investments of $253,695 in the fiscal year ended May 31, 2007 (compared to $48,583 in the fiscal year ended May 31, 2006). The investments made in the fiscal year ended May 31, 2007 included purchases of $253,695 of equipment. The investment in the fiscal year ended May 31, 2006 was for equipment. Our operations for the fiscal year ended May 31, 2007 were assisted by sales of convertible loans in the amount of $1,566,800, loans from our CEO in the amount of $26,416 and other loans in the amount of $116,096. We also repaid loans of$14,105 and refunded a stock purchase for $52,000.

Our future cash requirements will depend on many factors, including finishing the development of our OxyAlert® product (largely completed), the costs involved in SEC regulatory filing, prosecuting and enforcing patents, competing technological and market developments and the cost of product commercialization for OxyAlert® in particular, as well as our ongoing Secure Balance and Oxyview® sales efforts. We intend to seek additional funding in the amount of $5,000,000 through public or private financing transactions. There is no guarantee that we will be able to obtain such funding. Future operations are subject to a number of technical and business risks, including our continued ability to obtain future funding, satisfactory product development and market acceptance for our products.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEARS ENDED MAY 31, 2007 AND MAY 31, 2008

We reported gross sales of $252,493 in the fiscal year ended May 31, 2008. Our total sales fell 65% from sales of $720,678 in our fiscal year ended May 31, 2007. Our sales decrease was attributable to less sales of our Secure Balance product. Our management has decided to focus sales and marketing efforts on our proprietary higher-margin Oxyview® product. We expect our sales of Oxyview® to continue to increase.

Our sales of Secure Balance in the fiscal year ended May 31, 2008 dropped 70.6% from $704,490 in the fiscal year ended May 31, 2007 to $207,358. As our focus continues to shift toward our Oxyview® product, we expect our sales of Secure Balance to continue to fall. Our Oxyview® sales increased 638% to $42,044 in the fiscal year ended May 31, 2008 from $5,695 in the prior year. We reported sales of $294 of supplies and collected $2,797 in freight charges in the fiscal year ended May 31, 2008. This is compared to $10,492 in freight charges that we collected and recorded as income in the fiscal year ended May 31, 2007. The drop in freight charges is a direct function of our decrease in Secure Balance sales. An Oxyview® unit weights 4 grams, whereas the total weight of the Secure Balance system is 350 pounds; resulting in higher freight costs for Secure Balance.

Our cost of sales was $167,631 in the fiscal year ended May 31, 2008 and our gross profit was $84,862 (a gross margin of 33.6%). We reported cost of sales of $452,100 in the fiscal year ended May 31, 2007 with a gross profit of $268,578 (a gross margin of 37.2%). Our cost of sales decreased 63% in our fiscal year ended May 31, 2008 compared to the fiscal year ended May 31, 2007. This decrease was due to our drop in Secure Balance sales. The gross profit on our Oxyview® sales for the fiscal year ended May 31, 2008 was $31,280 (total sales of $42,044 with costs of sales of $10,764). The gross margin on our Oxyview® sales was 74.4%. This is compared to the cost of sales of $156,867 on our Secure Balance sales (a gross margin of 24.3%, a gross profit of $50,491 on $207,358 in Secure Balance sales).

Our selling, general and administrative expenses ("SG&A") were $2,118,817 in the fiscal year ended May 31, 2008. This was a decrease of approximately 1.7% from the selling, general and administrative expenses of $2,154,505 reported in the fiscal year ended May 31, 2007. This decrease was attributable to lower advertising, sales and marketing expenses in the fiscal year ended May 31, 2008 compared to the prior fiscal year.

The largest components of our SG&A in the fiscal year ended May 31, 2008 were advertising, legal and professional services, travel associated with both sales and business development, outside services and salaries.

Our advertising expense dropped to $60,452 in the fiscal year ended May 31, 2008 from $175,524 in the fiscal year ended May 31, 2007 (a decrease of 65.6%). This drop in advertising expense is due to less available capital for advertising and a decrease in advertising of our Secure Balance product. We expect advertising expense to continue to fall until we secure additional capital to allocate to advertising and promoting of Oxyview®.

We spent $372,865 on legal and professional fees in the fiscal year ended May 31, 2007. This amount dropped 38.4% to $229,692 in the fiscal year ended May 31, 2008. A large portion of our legal and professional fees related directly to the task of filing delinquent periodic reports required by the SEC. Our predecessor management failed to file these reports dating from the fiscal year ended May 31, 1998 through the time that Ingen Technologies, Inc. (the private Nevada company) was acquired in March of 2004. The time and expense related to filing these delinquent reports was substantial. Fortunately, we substantially completed these delinquent reports in the fiscal year ended May 31, 2008 and as a result we anticipate our legal and professional fees to continue to fall.

Our travel expense decreased from $319,476 in the fiscal year ended May 31, 2007 to $168,574 in the fiscal year ended May 31, 2008 (a decrease of 47.2%). This drop in travel expense is due to less available capital for travel related to the promotion of our products and our company in general. We expect travel expense to increase when we secure additional capital to allocate to travel expense.

The amounts we paid for outside services increased from $573,631 in the fiscal year ended May 31, 2007 to $927,902 in the fiscal year ended May 31, 2008 (an increase of 61.8%).

The amounts we paid for salaries increased from $195,164 in the fiscal year ended May 31, 2007 to $402,388 in the fiscal year ended May 31, 2008 (an increase of 106.2%). This increase is attributable to the increase in officer's compensation paid to Scott Sand, our CEO. We entered into an employment contract with Mr. Sand on December 1, 2006 which pays him a salary of $200,000 per year. We also issued Mr. Sand stock awards valued at $133,699 during the fiscal year ended May 31, 2008. As a result of his salary and stock awards to Mr. Sand, our officer's compensation for the fiscal year ended May 31, 2008 increased to $333,699 from $116,667 in the previous fiscal year.

We reported interest expense of $2,095,123 in our fiscal year ended May 31, 2008. Our interest expense in the fiscal year ended May 31, 2007 was $5,415,384. This represents a decrease in interest expense of 61.3%. This decrease is primarily attributable to the amount booked as interest expense due to the accounting treatment of the convertible feature of the notes payable. The other interest charges related to the amortization of debt issue costs, amortization of note discount and other financing costs for the fiscal year ended May 31, 2007 were $5,333,413. This same item was $1,762,784 in the fiscal year ended May 31, 2008. The interest expense attributable to the accrued of interest on the notes payable was equal to $81,971 for the year ended May 31, 2007. The interest accrued on our notes payable in the fiscal year ended May 31, 2008 was $332,339. This accrued interest amount was an increase of 162% compared to the previous fiscal year. This increase was due to a higher average balance of notes payable outstanding during the fiscal year.

We reported income due to the change in our derivative liability in the amount of $1,643,358 in the fiscal year ended May 31, 2007, compared to $2,041,129 in the current fiscal year. This income was generated as a result of the Company's treatment of certain convertible notes payable and warrants. The Company is required to value the convertible feature of each convertible note and also value the warrants when they are issued. The valuation was done again as of May 31, 2007 and May 31, 2008. The changes in these values, which are based on a Black Scholes valuation, have been recorded as income. The net difference of the Black Scholes valuation at the time of the issuance of the debt and warrants compared to the valuation as of May 31, 2007 and May 31, 2008 resulted in the Company reporting income of $1,643,358 and $2,041,129, respectively (the derivative liability decreased between the time of issuance of the warrants and debt and May 31, 2007, and then decreased again by May 31, 2008).

We have not generated net profit to date and therefore have not paid any federal income taxes since inception. We paid $810 and $2,990 in franchise taxes to the state of California and the state of Georgia in the fiscal years ended May 31, 2008 and 2007, respectively. We estimate that our federal tax net operating loss carry forward will be approximately $5.8 million as of May 31, 2008. This carry forward was equal to $4.6 million as of May 31, 2007. The loss carry forward will begin to expire in 2019, if not utilized. Our ability to utilize our net operating loss and tax credit carry forwards may be limited in the event of a change in ownership.

LIQUIDITY AND CAPITAL RESOURCES

At May 31, 2008, our current assets totaled $125,826 (including accounts receivable of $63, inventory of $74,830 and prepaid expenses of $50,933). Total current liabilities were $2,415,960, consisting of a cash overdraft of $530, $212,242 in accounts payable, $501,750 in accrued expense, $866,747 in an officer's loan, $82,500 in short-term loans, $737,652 in convertible notes and $14,539 representing the current portion of long-term debt. We had a working capital deficit of $2,290,134 as of May 31, 2008. We had $252,493 of sales in the fiscal year ended May 31, 2008, sales of common stock in the amount of $193,300, loans of $108,500 and sales of convertible debentures on which we netted $200,000. Our finances were assisted by deferments from our CEO and Chairman Scott R. Sand. Mr. Sand accrued $196,511 in salary in the fiscal year, although he converted all of this accrued salary into Series A Convertible Preferred Stock and common stock. As of May 31, 2008, we owed Mr. Sand a total of $945,659 as of May 31, 2008. Of this amount, $300,000 is in the form of a non-interest bearing note dated March 20, 2004. This note was issued by Ingen with a four-year term for salary due to Mr. Sand from 1997-1998. A second note to Mr. Sand was issued on April 2, 2007 in the amount of $565,000. This note bears an interest rate of 12% per annum and is due on April 3, 2012. The second note was issued to Mr. Sand for salary due in 2003 and 2004. There is also $1,747 due to Mr. Sand as a result of business expenses paid by Mr. Sand on his personal credit cards. The Company has not recorded interest expense on this last amount. The related accrued interest is $78,912 as of May 31, 2008.

Operations for the fiscal year ended May 31, 2008 required $560,538 in cash (compared to $1,500,486 in the fiscal year ended May 31, 2007). We did not make any investments in the fiscal year ended May 31, 2008 (compared to $253,695 in the fiscal year ended May 31, 2007). The investments made in the fiscal year ended May 31, 2007 included purchases of $253,695 of equipment. Our operations for the fiscal year ended May 31, 2008 were assisted by sales of convertible loans in the amount of $200,000, loans from our CEO in the amount of $196,511, sales of common stock that netted $193,300 and other loans in the amount of $108,500. We also repaid loans of $39,796.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).

MATERIAL COMMITMENTS

Convertible Notes Payable Issued for Cash - The Company has entered into convertible debenture agreements with a group of investors that total $2,135,000 from June 2006 through July 2007. As of May 31, 2008, these notes were convertible into approximately 11.3 million shares of the Company's post-reverse split common stock. Additionally, the note holders (or their affiliates) were initially granted options to purchase up to 48,334 shares of the Company's common stock (these warrants were initially issued to purchase 29,000,000 shares of common stock, but the number has been adjusted for the 600 to 1 reverse stock split which was effective on August 27, 2008). If all of the notes were converted and the warrants were exercised, the noteholders could own more than ninety-five percent of the Company's outstanding common stock, however under the terms of the agreements the noteholders can not convert their notes into holdings that would exceed 4.99% of the Company's outstanding common stock. The notes were entered into under the terms of three different agreements.

On July 25, 2006, the Company entered into a Security Purchase Agreement (the "Agreement") and agreed to issue and sell (i) callable secured convertible notes up to $2 million, and (ii) warrants to acquire an aggregate of 20 million shares of the Company's common stock (due to the reverse stock split effective on August 27, 2008, the warrants can now acquire 33,334 shares of the Company's common stock at a price of $60.00 per share). The notes bear interest at 6% per annum, and mature three years from the date of issuance. The notes are convertible into the Company's common stock at the applicable percentage of the average of the lowest three trading prices for the Company's shares of common stock during the twenty trading day period prior to conversion. The applicable percentage is 50%; however, the percentage shall be increased to: (i) 55% in the event that a Registration Statement is filed within thirty days from July 26, 2006, and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from July 26, 2006. The Company has not had a Registration Statement become effective as of the date of this Report. At May 31, 2008, only $1.5 million of the convertible notes were funded. Subsequent to May 21, 2008, on September 5, 2008, the conversion rate and interest rate of the July 2006 convertible debentures have been adjusted as set forth below. The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%. Also the interest rate on all convertible notes has been adjusted from 6% to 12%.

The Company may prepay the notes in the event that no event of default exists, there is sufficient number of shares available for conversion, and the market price is at or below $0.10 per share. In addition, in the event that the average daily price of the common stock, as reported by the reporting service, for each day of the month ending on any determination date is below $0.10, the Company may repay a portion of the outstanding principal amount of the notes equal to 101% of the principal amount thereof divided by thirty-six plus one month's interest. The full principal amount of the notes is due upon default under the terms of the notes. In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property as well as registration rights.

The Company received the first tranche of $700,000 on July 27, 2006, less issuance costs of $295,200, the second tranche of $600,000, less issuance costs of $13,000 on August 30, 2006, and the third tranche of $200,000 was received on January 24, 2007.

The Company issued seven year warrants to purchase 20,000,000 shares of its common stock at an exercise price of $0.10. These warrants have been adjusted to purchase 33,334 shares of common stock at a price of $60.00.

The issuance costs incurred in connection with the convertible notes are deferred and being amortized to interest expense over the life of each debenture tranche.

On June 7, 2006, the Company entered into an agreement with an accredited investor for sale of a convertible debenture. The Company received proceeds of $75,000 from the sale of the convertible debenture on June 7, 2006. The debenture is convertible at any time within a three year period into 6,250 shares of common stock at $12.00 per share (this note was originally convertible into 3,750,000 shares of common stock at $0.02 per share, but the price has been adjusted to reflect the reverse stock split that was effective on August 27, 2008). The debenture carries an interest rate of 6% per annum, and payable annually. In the event that the debenture is not converted to common stock, any unpaid balance, including interest and the principal, becomes due on May 31, 2009.

On March 15, 2007, the Company entered into a Security Purchase Agreement (the "Agreement") and agreed to issue and sell (i) callable secured convertible notes up to $450,000, and (ii) warrants to acquire an aggregate of 9 million shares of the Company's common stock (due to the reverse stock split effective on August 27, 2008, the warrants can now acquire 15,000 shares of the Company's common stock at a price of $36.00 per share). The callable secured convertible notes (4 notes, $450,000 total loan principal; 3 year term; 6% annual interest, 15% annual "default interest") are convertible into shares of our common stock at a variable conversion price based upon the applicable percentage of the average of the lowest three (3) Trading Prices for the Common Stock during the twenty (20) Trading Day period prior to conversion. The "Applicable Percentage" means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the closing and (ii) 60% in the event that the Registration Statement becomes effective within one hundred and twenty days from the closing. Under the terms of the callable secured convertible note and the related warrants, the callable secured convertible note and the warrants are exercisable by any holder only to the extent that the number of shares of common stock issuable pursuant to such securities, together with the number of shares of common stock owned by such holder and its affiliates (but not including shares of common stock underlying unconverted shares of callable secured convertible notes or unexercised portions of the warrants) would not exceed 4.99% of the then outstanding common stock as determined in accordance with Section 13(d) of the Exchange Act. The shares underlying the convertible notes are subject to a registration rights agreement. The Company also agreed to increase its number of authorized shares of common stock from 100 million to 500 million. The total number of authorized shares of common stock was increased to 750 million in February 2008. Subsequent to May 21, 2008, on September 5, 2008, the conversion rate and interest rate of the March 2007 convertible debentures have been adjusted as set forth below. The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%. Also the interest rate on all convertible notes has been adjusted from 6% to 12%.

The Company may prepay the notes in the event that no event of default exists, there is sufficient number of shares available for conversion, and the market price is at or below $0.10 per share. The rate of prepayment ranges from 120% of face value of the notes or higher, depending on the timing of such prepayment. In addition, the Company has granted the investors a security interest in substantially all of its assets and intellectual property as well as registration rights.

The Company received the first tranche of $120,000 on March 15, 2007, less issuance costs of $20,000, the second tranche of $110,000, less issuance costs of $10,000 on April 16, 2007, and the third tranche of $110,000 was received on May 15, 2007, less issuance costs of $10,000. The final tranche of $110,000 was received in June 2007. An additional $110,000 was funded on July 15, 2007 under the same terms of the Securities Purchase Agreement dated March 15, 2007.

The Company issued seven year warrants to purchase 9,000,000 shares of its common stock at an exercise price of $0.06. These warrants have been adjusted to reflect the reverse split on August 27, 2008 to warrants to purchase 15,000 shares of common stock at a price of $36.00.

Secure Balance Agreements-We have entered into various agreements with third parties to perform certain services in connection with Secure Balance sales. These contracts require us to pay certain parties for commissions, services and/or equipment associated with the Secure Balance sales. We account for these services and/or equipment costs as cost of sales as the sales are booked. Among these contracts is an Exclusive Distribution Agreement for our Secure Balance product dated June 1, 2007 with Physical Rehabilitation Management Services, Inc. ("PRMS"). Under the terms of the agreement, we issued PRMS 500,000 shares of our restricted common stock at a price of $0.04 per share ($20,000 total). The term of the agreement is 5 years and we pay a 14% commission to PRMS on each sale of Secure Balance equipment.

On March 31, 2008, the Company issued to a consultant an anti-dilutive warrant granting the holder the right to purchase up to 250,000 shares of common stock at $.50 per share until March 31, 2011. The Company also issued the consultant a convertible promissory note in the principal amount of $37,000 due September 1, 2008. On or before September 1, 2010, the holder may convert the note into shares of the Company's common stock. In all circumstances, the holder shall receive a minimum of 400,000 shares of the Company's common stock. Furthermore, in the event of a merger, consolidation, combination, subdivision, forward split or reverse split, any portion of the unpaid amount of this note may be converted into fully-paid, non-assessable shares of the Company's common stock, at a conversion price equal to $.25 per share.

Employment Agreement with Chief Executive Officer, Scott R. Sand - On September 21, 2006, the Company entered into an Employment Agreement with its President and Chief Executive Officer, Scott R. Sand. The term of the agreement is five years and calls for an annual salary of $200,000. The Company is also required to issue Mr. Sand 300,000 shares of its common stock in each year of the agreement.

CONVERTIBLE NOTES ISSUED FOR SERVICES – Between June 1, 2004 and May 1, 2008, the Company issued a total of $940,000 in convertible notes to pay for services. These notes had terms varying from one to four years and carried interest rates of 6%.

SUBSEQUENT EVENTS:

Ingen entered into a Securities Purchase Agreement dated June 16, 2008 with three investors. Under the Securities Purchase Agreement, the investors agreed to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes") and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. The initial closing occurred on June 20, 2008 and the Issuer received gross proceeds of $100,000 and delivered to the Investors $100,000 face value notes and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. Future closings for gross proceeds of $100,000 each were scheduled to occur at the end of July, August, September, and October 2008. Ingen issued an additional $145,000 in convertible notes after the initial closing.

On September 5, 2008, Ingen amended its Securities Purchase Agreement dated as of June 16, 2008. Under the terms of this amendment, the conversion rate and interest rate of the noteholders convertible debentures have been adjusted. This amendment applies to the $1.5 million convertible debt entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007 as well as the $500,000 Securities Purchase Agreement dated June 16, 2008. The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%. Also the interest rate on all convertible notes has been adjusted from 6% to 12%. This interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008, this interest rate adjustment would be applied to $2,031,547 in outstanding convertible debt. Further, the June 16, 2008 agreement to purchase up to $500,000 in Secured Callable Convertible Notes was amended so that future purchases shall occur "on such dates as shall be mutually agreed upon by the Company and the Buyers" instead of on the scheduled closing dates originally provided for in the agreement. There is no guarantee that future closings will occur.

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $13,589 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. On October 14, 2008, Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three installments up through November 28, 2008. Upon the timely payment of the three installments, the plaintiff will file a Dismissal With Prejudice of the entire action. Should payments not be made in a timely fashion, the settlement offer will be null and void and the plaintiff will continue with all applicable legal remedies.

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

The United States has an increasingly elderly population. Our Secure Balance and respiratory product line (except GasAlert® which targets the entire consumer population) are made to meet some of the challenges and circumstances experienced by our senior citizens. As a result, we expect our sales to increase in time in reflection of this positive trend.

Management also believes that our products provide increasing protection in relation to medical malpractice issues. Use of our Secure Balance system, OxyAlert® and Oxyview® products enhance the safety of patients, and therefore, we believe, lessen the chances of medical malpractice exposure to our physician clients.

We have been developing our respiratory product line since 1999. We have identified competition in the marketplace for our Oxyview® and OxyAlert® products. The competition with Oxyview® is very small. There are 3 major manufacturers of oxygen flow meters, all of whom manufacture the gravity dependent [ball in tube] flow meter that can only attach directly to the delivery system. Specifically, there are two other in-line oxygen flow meters, the Liter-Meter manufactured by Erie Medical, Inc., and the Rotameter manufactured by King Instruments. Both of these devices are gravity dependent flow meters that include glass housings and are heavier as compared to the Oxyview®. Oxyview® only weighs approximately 4 grams, less than 1/4 the weight of the Liter-Meter and Rotameter. It is made of medical grade polycarbonate which is lighter, more durable and less of a safety factor compared to the glass house used on the competitive models. More important, Oxyview® is not gravity dependent and works in any position, providing a more accurate reading and more user friendly environment for the patients and clinicians. The Liter-Meter and Rotameter are gravity dependent, and must be held vertical to provide a reading. Oxyview® is not affected by normal temperature changes and humidity, and can function at high altitudes for private and commercial aviation use; whereas the Liter-Meter and Rotameter are effected by temperature, humidity and gravity, and become even more unstable in providing a reading for oxygen flow rate. The size of competition is expected to enhance our planned marketing campaign.

Negative Trends:

Our product sales are impacted by government cuts and policy changes and are government dependent. Adverse economic conditions, federal budgetary concerns and politics can affect healthcare insurance regulations and could negatively impact our product sales.

SEASONAL ASPECTS THAT MAY IMPACT OUR MEDICAL MARKET

Traditionally, the medical market experiences an economic decrease in purchasing during the summer months. Peak months are usually October through May, followed by a decrease from June to September. This is the common "bell curve" that has been consistent for several decades and will affect our sales during the course of a year.

OUR SECURE BALANCE LEASING AND FINANCING PROGRAMS

Our customers can obtain capital equipment loans through commercial third party bank leasing and financing institutions to purchase our Secure Balance products. The company is a vendor with several major banks that offer capital equipment leasing to the consumer. The banks control the application and loan approval process for any Secure Balance transactions handled accordingly. Each banking institution offers a variety of leasing programs, terms, buyouts and tax incentives, and the customer has a choice depending upon their personal credit score and credit worthiness.

NEW ACCOUNTING PRONOUNCEMENTS

The possible effect on our financial statements of new accounting pronouncements that have been issued for future implementation is discussed in the footnotes to our audited financial statements (see Note 2).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

We have restated our financial statements for the fiscal years ended May 31, 2008 and May 31, 2007. These restatements (as described below) also caused us to restate our interim financial statements for the quarters ended August 31, 2006, November 30, 2006, February 28, 2007, August 31, 2007, November 30, 2007 and February 29, 2008. These unaudited financial statements are also included herein. The items that caused us to restate our financial statements are summarized below. The effects of the change to each line of financial statements are noted in the footnotes of the audited consolidated financial statements in Note A. The effects of the change to each line of the interim financial statements for the aforementioned quarters are footnoted at the bottom of each page of the restated unaudited financial statements that follow.

The restated audited consolidated financial statements for the fiscal year ended May 31, 2007 and 2008 have been adjusted due to unrecorded liabilities with origination dates from 1997-2007. These unrecorded liabilities were issued in the form of convertible notes for services rendered or notes due to officers for past due salary. The convertible notes also had derivative liabilities associated with the convertible feature which resulted in additional changes to the financial statements. Management had neglected to provide its auditors with any details regarding these transactions until the commencement of the review for the quarter ended November 30, 2008. These restated financial statements also include adjustments for a sales tax audit conducted by the state of California and the write off of certain costs previously capitalized as intangible assets. At the time of the discovery of the unrecorded notes, the auditors notified management of the requirement to file a Form 8-K to report non-reliance on previously issued financial statements. The unrecorded liabilities and other adjustments are summarized as follows:

1) On March 20, 2004, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $300,000 for salary due from March 27, 1997 through March 28, 1998. This note was issued for work done in founding Ingen Technologies, Inc. (Nevada) and developing the BAFI® product concept. The note did not bear an interest rate and was stated to be due and payable on March 20, 2008. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) upon the acquisition of the subsidiary on March 15, 2004.

2) On June 1, 2004, the Company issued to MedOx Corporation, Inc. a note in the amount of $225,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $225,000 in the fiscal year ended May 31, 2005 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a four-year term. The Company has accrued interest on the note for the years ended May 31, 2005, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $448,997. The note was discounted up to its face value and the remaining amount of $223,997 was deducted as additional interest expense. The discount has been amortized over the four-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

3) On September 4, 2005, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2006 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a one-year term. The Company has accrued interest on the note for the years ended May 31, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $86,437. The note was discounted up to its face value and the remaining amount of $36,437 was deducted as additional interest expense. The discount has been amortized over the three-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

4) On February 19, 2006, the Company issued to an unrelated accredited third party a note in the amount of $50,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2006 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $97,837. The note was discounted up to its face value and the remaining amount of $47,837 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

5) On January 1, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $78,809. The note was discounted up to its face value and the remaining amount of $28,809 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

6) On March 15, 2007, the Company issued to MedOx Corporation, Inc. a note in the amount of $200,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $200,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $348,570. The note was discounted up to its face value and the remaining amount of $148,570 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

7) On May 15, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $92,158. The note was discounted up to its face value and the remaining amount of $42,158 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

8) On April 2, 2007, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $565,000 for salary earned in 2003-2004. The note had a stated interest rate of 12% and was stated to be due and payable on April 3, 2012. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) by $300,000 upon the acquisition of the subsidiary on March 15, 2004. This amount relates to the compensation earned and accrued up until the acquisition date. The remaining $265,000 related to compensation earned and accrued for the fiscal year ended May 31, 2004. This amount has been deducted in the fiscal year ended May 31, 2004. As of May 31, 2004, the entire amount of $565,000 was booked as accrued compensation due to an officer. Upon the execution of the note for this amount on April 2, 2007, the accrued compensation was converted into a note due to an officer and reclassified on the balance sheet.

9) On August 7, 2007, the Company issued to an unrelated accredited third party a note in the amount of $315,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $315,000 in the fiscal year ended May 31, 2008 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a one-year term. The Company has accrued interest on the note for the year ended May 31, 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $526,881. The note was discounted up to its face value and the remaining amount of $211,881 was deducted as additional interest expense. The discount has been amortized over the one-year term of the note. The convertible feature of the note has been revalued at the end of each quarter with changes booked as income or loss due to change in derivative liability on the statement of operations in each period.

10) From 2000 through 2006, the Company failed to collect and remit sales taxes on the sales of its Secure Balance units within the state of California. The Board of Equalization of the State of California commenced an audit in 2009 and assessed that the Company owed $112,594 in back sales taxes, interest and penalties. Of this amount, $98,632 has been booked as an adjustment to the loss for the fiscal year ended May 31, 2006 and this same amount has been added as accrued sales taxes payable as of that date. Additional amounts of $8,681 and $4,098 have been booked in the fiscal years ended May 31, 2007 and May 31, 2008, respectively, representing the amounts of tax, interest and penalties due in those fiscal years. The Company paid the amount due in full, along with additional interest in June 2009.

11) The Company had capitalized $67,345 associated with the costs incurred in perfecting and acquiring the rights to certain patents relating to its Oxyview® product. When conducting an impairment analysis the Company believed that it should write off these costs.

12) The Company issued options to purchase 1 million shares of preferred stock at a price of $0.04 per share the Company’s general counsel in December 2006. These options were valued at $39,314. This value was not deducted in the original financial statements and has been deducted in the fiscal year ended May 31, 2007

Index to Financial Statements:

Report of Independent Registered Public Accounting Firm	F-1
Restated Audited Financial Statements for the years ended May 31, 2008 and May 31, 2007	F-2
Quarterly Restated Interim Statements	F-59

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders’ of

Ingen Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Ingen Technologies, Inc. (the “Company”) as of May 31, 2008 and 2007, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ingen Technologies, Inc. as of May 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the consolidated financial statements, the Company incurred a net loss of $2,088,759 during the year ended May 31, 2008, and, as of that date, had a total stockholders’ deficit of $7,844,181. As described in Note 3 to the consolidated financial statements, the Company expects to continue to incur operating losses and a significant amount of additional capital will be necessary to support operations until the point at which the Company is profitable. In addition, as of May 31, 2008 and 2007, the Company was in technical default under its convertible note agreements. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 3. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

As described in Note 19, the Company has restated its previously issued consolidated financial statements as of May 31, 2008 and 2007 and for the years then ended.

/s/ Anton & Chia, LLP

Newport Beach, California

August 4, 2010

F-1

Ingen Technologies, Inc.

Consolidated Balance Sheets

May 31, 2008 and May 31, 2007

	Balance as			Balance as
	of May 31, 2008			of May 31, 2007
	(restated)			(restated)
ASSETS
Current assets
Cash	$	-		$	238
Accounts receivable		63			-
Inventories		74,830			85,594
Prepaid expenses		50,933			176,689

Total current assets		125,826			262,521

Property and equipment, net		229,960			287,841

Other assets
Debt issue costs, net of accumulated amortization of $211,173 and $86,663		157,027			261,537
Deposits		31,550			1,550

Total other assets		188,577			263.087

TOTAL ASSETS	$	544,363		$	813,449

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Cash overdraft	$	530		$	-
Accounts payable		212,242			84,517
Accrued expenses		501,750			371,853
Officer's loans		866,747			949,342
Short-term notes		82,500			-
Convertible notes payable, net of unamortized discount of $202,348 and none		737,652			100,000
Current portion of long-term debt		14,539			14,539

Total current liabilities		2,415,960			1,520,251

Long-term liabilities
Long term debt		96,872			100,452
Convertible notes payable, net of unamortized discount of $951,792 and $1,807,134		1,079,755			632,865
Derivative liability		4,795,957			5,851,806

Total long-term liabilities		5,972,584			6,585,123

Total liabilities		8,388,544			8,105,374

Stockholders' deficit
Preferred stock, Series A, no par value, preferred liquidation value of $1.00 per share,100,000,000 shares authorized and 38,275,960 issued and outstanding as of May 31, 2008, total liquidation preference of $38,275,960 16,578,991 issued and outstanding as of May 31, 2007, total liquidation preference of $16,578,991		1,000,536			727,627
Common stock, no par value, authorized 3,500,000,000 shares, 751issued and outstanding as of May 31, 2008, 604 issued and outstanding as of May 31, 2007		5,145,143			3,883,549
Series A preferred stock subscription		2,000			-
Series A preferred stock subscription receivable		(220,000	)		(220,000	)
Accumulated deficit		(13,771,860	)		(11,683,101	)

Total stockholders' deficit		(7,844,181	)		(7,291,925	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	544,363		$	813,449

See notes to consolidated financial statements

F-2

Ingen Technologies, Inc. and Subsidiary

Consolidated Statements of Operations

For the years ended May 31, 2008 and May 31, 2007

	For the years ended May 31,
	2008			2007
	(restated)			(restated)

Sales	$	252,493		$	720,678

Cost of sales		167,631			452,100

Gross Profit		84,862			268,578

Selling, general and administrative expenses		2,118,817			2,154,505

Operating loss		(2,033,955	)		(1,885,927	)

Other expenses
Interest expense		(2,095,123	)		(5,415,384	)
Change in derivative liability		2,041,129			1,643,358

Net loss before taxes		(2,087,949	)		(5,657,953	)

Provision for income taxes		810			2,990

Net loss	$	(2,088,759	)	$	(5,660,943	)

Basic and diluted net loss per share	$	(3,080.76	)	$	(9,403.56	)

Weighted average number of shares outstanding		678			602

See notes to consolidated financial statements

F-3

Ingen Technologies, Inc. and Subsidiary

Consolidated Statement of Stockholders' Deficit

	Series A Preferred Stock						Common Stock
	Shares			Amount			Shares		Amount
Balance at May 31, 2006 (restated)		14,134,547		$	734,980			599	$	3,615,029

Conversion of Series A Preferred stock into common stock		(2,000,000	)		(146,667	)		2		146,667
Issuance of Series A Preferred stock for accrued compensation		4,444,444			100,000
Issuance of common stock for services		-			-			2		56,400
Issuance of common stock for patent		-			-			1		60,000
Adjustment to common stock subscription purchase price entered into in year ended May 31, 2006		-			-			-		(52,000	)
Value of options issued for legal fees		-			39,314			-		57,453
Net loss for year ended May 31, 2007		-			-					-

Balance at May 31, 2007 (restated)		16,578,991		$	727,627			604	$	3,883,549



Conversion of Series A Preferred stock into common stock		(636,364	)		(19,091	)		1		19,091
Issuance of Series A Preferred stock for accrued compensation and officer's loans		20,333,333			272,000
Issuance of Series A Preferred stock for services		2,000,000			20,000
Series A Preferred stock subscription		-			-
Issuance of common stock for cash		-			-			24		193,300
Issuance of common stock for services		-			-			20		787,750
Issuance of common stock for conversions of notes		-			-			16		28,453
Issuance of common stock for accrued compensation and officer's loans		-			-			87		233,000
Net loss for year ended May 31, 2008		-			-			-		-

Balance at May 31, 2008 (restated)		38,275,960		$	1,000,536			752	$	5,145,143

See notes to consolidated financial statements

F-4

Ingen Technologies, Inc. and Subsidiary

Consolidated Statement of Stockholders' Deficit

			Series A
	Series A		Preferred Stock
	Preferred Stock		Subscription			Retained
	Subscription		receivable			Earnings			Total

Balance at May 31, 2006 (restated)	$	-	$	(220,000	)	$	(6,022,158	)	$	(1,892,149	)

Conversion of Series A Preferred stock into common stock		-		-			-			-

Issuance of Series A Preferred stock for accrued compensation		-		-			-			100,000
Issuance of common stock for services		-		-			-			56,400
Issuance of common stock for patent		-		-			-			60,000
Adjustment to common stock subscription purchase price entered into in year ended May 31, 2006		-		-			-			(52,000	)
Value of options issued for legal fees		-		-			-			96,767
Net loss for year ended May 31, 2007		-		-			(5,660,943	)		(5,660,943	)

Balance at May 31, 2007 (restated)	$	-	$	(220,000	)	$	(11,683,101	)	$	(7,291,925	)

Rounding shares issued on reverse stock split
Conversion of Series A Preferred stock into common stock		-		-			-			-
Issuance of Series A Preferred stock for accrued compensation and officer’s loans		-		-			-			272,000
Issuance of Series A Preferred stock for services		-		-			-			20,000
Series A Preferred stock subscription		2,000		-			-			2,000
Issuance of common stock for cash		-		-			-			193,300
Issuance of common stock for services		-		-			-			787,750
Issuance of common stock for conversions of notes		-		-			-			28,453
Issuance of common stock for accrued compensation and officer’s loans		-		-			-			233,000
Net loss for year ended May 31, 2008		-		-			(2,088,759	)		(2,088,759	)

Balance at May 31, 2008 (restated)	$	2,000	$	(220,000	)	$	(13,771,860	)	$	(7,844,181	)

See notes to consolidated financial statements

F-5

Ingen Technologies, Inc. and Subsidiary

Consolidated Statements of Cash Flows

	For the years ended May 31,
	2008			2007
	(restated)			(restated)
Cash flow from operating activities
Net loss	$	(2,088,759	)	$	(5,660,943	)
Depreciation and amortization		57,880			21,368
Amortization of debt issue costs		124,510			86,663
Expenses paid with stock		1,144,606			216,400
Value of options issued for services		-			96,767
Change in derivative liabilities		(2,041,129	)		(1,643,358	)
Non-cash interest expense and financing costs		1,638,274			5,246,750
Note payable issued for services		240,000			865,000
(Increase) decrease in prepaid expenses		125,755			(176,689	)
(Increase) decrease in deposits		(30,000	)		(1,550	)
(Decrease) increase in accounts payable		127,726			36,330
(Decrease) increase in accrued expenses		129,897			(501,629	)
(Increase) decrease in accounts receivable		(63	)		-
(Increase) decrease in inventory		10,765			(85,595	)
Net cash used in operating activities		(560,538	)		(1,500,486	)

Cash flow from investing activities
Purchase of property and equipment		-			(253,695	)
Net cash used in investing activities		-			(253,695	)

Cash flow from financing activities
Sale of common stock		193,300			-
Proceeds from stock subscription		2,000
Refund of common stock purchase		-			(52,000	)
Proceeds from loans		82,500			116,096
Payments on loans		(3,579	)		(1,105	)
Proceeds from convertible notes payable		200,000			1,566,800
Proceeds from stockholder and officer loans		135,856			26,416
Repayments of stockholder and officer loans		(50,307	)		(12,900	)
Net cash provided by financing activities		559,770			1,643,307

Net cash increase (decrease)		(768	)		(110,874	)

Cash at beginning of year		238			111,112

Cash at end of year	$	(530	)	$	238

Supplemental information
Cash paid for taxes	$	800		$	800
Cash paid for interest expense	$	13,081		$	2,957

Non-Cash Activities:
Exchange of 636,364 shares of Series A preferred stock for common stock	$	19,091		$	-
Issuance of series A preferred stock to officer for accrued compensation and payment on officer's loan	$	168,144		$	100,000
Value of issuance of warrants in connection with convertible debt	$	-		$	2,430,570
Recorded a beneficial conversion feature	$	526,881		$	4,469,855
Stock Subscription Receivable	$	-		$	220,000
Conversion of debt into common stock	$	28,453		$	-
Stock issued for patent	$	-		$	60,000

See notes to consolidated financial statements

F-6

Ingen Technologies, Inc.

Notes to Consolidated Financial Statements

For the years ended May 31, 2007 and 2008

NOTE 1 - NATURE OF BUSINESS

Ingen Technologies, Inc. is a medical device manufacturer with products registered with the United States Food & Drug Administration and holds a manufacturing license issued by the California Department of Health & Human Services in compliance with the manufacturing regulations in the state of California.

The Company has developed markets and distributes medical products, with applications in the respiratory device industry. Ingen Technologies is a Georgia corporation that is publicly traded on the NASDAQ OTC Pink Sheets under the stock symbol “IGNT.” Ingen Technologies, Inc. owns 100% of the capital stock of Ingen Technologies, Inc., a Nevada corporation, and this subsidiary was incorporated on June 10, 1999.

The Company's flagship product is its Oxyview® line of products. These products include Oxyview®, Oxyview Nasal Cannula and Oxyview Pulse Oximeter. The Oxyview® product line has multiple applications, inclusive but not limited to, the Home Care Medical Industry, Commercial Medical Industry, Government Services Administration and the Aircraft Industry.

According to 2007 CDC statistics, there are an estimated 23 million patients diagnosed with chronic obstructive pulmonary disease (COPD) in the United States and an estimated 600 million patients worldwide, according to the World Health Organization. There are also another estimated 12 million patients that are undiagnosed in the US. COPD is the fifth leading cause of death in the US and is one of the leading causes of death in the world. The majority of COPD patients require continued home oxygen therapy, which includes all of the required equipment supplied by the home suppliers of Durable Medical Equipment (DME). With the ongoing cuts of reimbursement for oxygen providers in the US, the home (DME) providers need to cut costs to stay in business. Oxyview® provides a substantial savings as a result of decreasing the number of unnecessary service calls for the home (DME) provider, as well as may prevent harm and malpractice issues related to equipment malfunction.

Oxyview® is a pneumatic metering device that displays and confirms the oxygen flow rate near the patient. The Oxyview® flow meter easily and quickly installs on to the oxygen tubing nearest the patient where oxygen flow matters the most. Without the Oxyview®, patients cannot confirm oxygen flow traveling through the oxygen tubing, and as a result there is an increase in unnecessary patient calls to their (DME) provider. Oxyview® also allows the home (DME)

provider to trouble-shoot other equipment problems over the telephone which eliminates an on-site visit with the patient. More important, the Oxyview® provides the patient with more assurance that they are receiving adequate and prescribed oxygen flow. In most cases, the Oxyview® cost less than a single service call.

The Company introduced the new Oxyview® Nasal Cannula in May-2009. The Company offers both a reusable Oxyview® and a disposable Oxyview® attached to a nasal cannula. Oxyview® is reusable and the Oxyview® Nasal Cannula is a disposable soft-tip, latex free cannula that incorporates the Oxyview® in-line and requires no batteries, and pneumatically works all the time in any position with all liquid or gas O2 systems.

F-7

Corporate History: The Company was incorporated under the laws of the State of Colorado on August 3, 1989, under the name of Regional Equities Corporation. The principals of this new corporation decided to develop and operate a chain of restaurants, and in May of 1990 changed its name to Classic Restaurants and completed an initial public offering of units consisting of its Class A Common Stock and three separate classes of warrants. All of the warrants issued in connection with the offering expired without any being exercised. The Company developed two Florida based restaurants. Effective upon the close of trading on July 12, 1994, the Company effectuated a 1-for-10,000 reverse stock split of its Class A Common Stock. Effective on the close of trading on November 7, 1994, the Company effectuated a 10-for-1 forward stock split of its Class A and Class B Common Stock. In September 1995, the Company declared a 50% share dividend payable to the holders of record of its Class A and Class B Common Stock on October 13, 1995. At a special meeting of the stockholders of the Company held on April 13, 1998, the stockholders voted to close down the restaurants and approve a merger of the Company with and into Creative Recycling Technologies, Inc. ("CRTZ"), incorporated under the laws of the State of Georgia.

CRTZ developed a rubber tire recycling technology. The Company moved the state of incorporation from Colorado to Georgia. The merger became effective on April 14, 1998. As of the effective date of the merger, the Company ceased to exist as a separate legal entity, and CRTZ assumed, and became the owner of all of the liabilities and assets of the Company by operation of law. Under the Agreement and Plan of Merger, common and preferred stockholders received, for each share of common or preferred stock which they owned, one share of common or preferred stock in CRTZ which has the same rights, preferences and limitations as the shares which they owned immediately before the effective date of the merger. Effective upon the close of trading on April 14, 1998, the Company effectuated a 1-for-20 reverse stock split of its Class A and Class B Common Stock. The Company was dissolved on December 11, 1998 after a grievance regarding breach of the merger agreement of April 14, 1998, and there was no business activity until November of 2004.

On March 22, 2004, a merger agreement was approved between Creative Recycling Technologies (CRTZ) and Ingen Technologies, Inc., a private Nevada Corporation. Ingen Technologies, Inc. survived as the new subsidiary of Creative Recycling Technologies for the sole purpose of operating the new business. Creative Recycling Technologies changed its name to Ingen Technologies Inc., and remained a Georgia corporation, with completely new management and an active business plan in the medical devices industry, operated through the new subsidiary; “Ingen Technologies Inc.”, a Nevada Corporation, and wholly owned subsidiary of the public Company, Ingen Technologies Inc., a Georgia corporation.

The current subsidiary, Ingen Technologies, Inc., the Nevada corporation, was founded and incorporated by Scott R. Sand on June 10, 1999. Upon the effective date of the merger in March of 2004, Mr. Sand became the Chief Executive Officer and Chairman of the Board of Directors for both the public company and the subsidiary and continues to hold these positions today.

On December 5, 2005, the Company effected changes to the capital structure that reduced the number of authorized common shares from 500 million to 100 million. The number of authorized preferred shares remained unchanged at 40 million and was designated as Series-A Convertible Preferred Stock. The stockholders authorized a reverse split of common shares on a ratio of 40 into 1 and preferred shares on a ratio of 3 into 1.

F-8

On November 16, 2006, the Company purchased the intellectual property rights for Oxyview®. The Company had co-invented the Oxyview® product with a third party. The agreement gave the Company sole ownership of the product and intangible assets in the form of pending patents associated with Oxyview®, which is part of the Company's BAFI® line of products. Patents for Oxyview® are pending in the United States, Japan, and the European Communities. The Company was issued Oxyview® patent by the People's Republic of China on July 1, 2009. Oxyview® relates to flow meters which provide a visual signal for gas flow through a conduit. More particularly it relates to a flow meter which provides a visual cue viewable with the human eye, as to the flow of gas through a cannula which conventionally employs very low pressure and gas volume to a patient using the Oxyview®. The Company began selling Oxyview® in November of 2006.

On September 25, 2009, the stockholders authorized an increase of our authorized number of shares of common stock from 2.5 billion to 3.5 billion.

The following is a summary of our Intellectual Rights:

Intellectual Property:

Issued U.S. Patents:

OxyAlert® October 24, 2000, US Patent no. 6,137,417 and expires May 24, 2019

OxyAlert® December 4, 2001, US Patent no. 6,326,896 and expires October 24, 2020

Issued Foreign Patents:

Oxyview® July 1, 2009, Chinese Patent no. 200710005067.4 and expires April 23, 2029

Pending U.S. Patents:

Oxyview® filed June 16, 2006, pending serial no. 78-886168

Pending Foreign Patents:

Oxyview® Japanese Patent Application no. 2006-331151

Oxyview® European Patent Application no. 06,122,455.6

F-9

Registered Trademarks:

BAFI® on November 21, 2000 registration no. 2,406,214

OxyAlert® on April 4, 2006, registration no. 3,076,716

GasAlert® on April 11, 2006, registration no. 3,079,488

Oxyview® on May 20, 2008, registration no. 3,433,217

Secure Balance® April 12, 2009 registration no. 77-405551

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP).

Principle of Consolidation and Presentation: The accompanying consolidated financial statements include the accounts of Ingen Technologies, Inc. and its subsidiary after elimination of all intercompany accounts and transactions. Certain prior period balances have been reclassified to conform to the current period presentation.

Use of estimates: The preparation of the accompanying consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results may differ from these estimates.

Revenue Recognition: The Company recognizes product revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collection is probable. In instances where final acceptance of the product is specified by the customer, revenue is deferred until all acceptance criteria have been met. No provisions were established for estimated product returns and allowances based on the Company's historical experience. All orders are customized with substantial down payments. Products are released upon receipt of the remaining funds.

For certain product related sales, the Company is required to perform installation and training for the customer as part of the sales agreement. In these cases, in accordance with Emerging Issues Task Force (“EITF”) Issue No. 00-21, Accounting for Revenue Arrangements with Multiple Deliverables, the Company treats the product and the installation and training as one unit, as the products have no value to the customer until installed and the customer training has taken place. As a result, in these instances, the Company defers the entire sale until the products are installed and the customer training has taken place. Once all the conditions have been met, the Company recognizes the revenue.

For product related sales where no installation or training is required, the Company records revenues when title and the risk of loss pass to the customer. Generally, this is upon shipment of the product.

Certain of the Company’s sales include a limited right for the customer to return the product if they are not satisfied. In accordance with SFAS No. 48, Revenue Recognition When Right of Return Exists, the Company makes periodic assessments of return activity and if necessary records a reserve for product returns.

F-10

Cash Equivalents: For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments: the Company’s financial instruments consist principally of cash, accounts receivable, inventories, accounts payable and borrowings. The Company believes the financial instruments' recorded values approximate current values because of their nature and respective durations. The fair values of embedded conversion options and stock warrants are based on Black-Scholes fair value calculations. The fair values of convertible notes payable has been discounted to the extent that the fair values of the embedded conversion option feature exceeds the face value of the notes. These discounts are being amortized over the term of the convertible notes.

Inventories: The Company carries its inventories at cost, inclusive of freight and sales taxes. The Company does not manufacture its own products. Ingen uses a contract manufacturer to process and package Oxyview®. Accent Plastics, Inc. is based in Corona-California and is ISO Certified to process and package Oxyview® in a clean-room environment.

Property and Equipment: Property and equipment are valued at cost. Maintenance and repair costs are charged to expenses as incurred. Depreciation is computed on the straight-line method based on the following estimated useful lives of the assets: 5 years for computer, software and office equipment, and 7 years for furniture and fixtures This does not correspond with P&E detail.

Convertible Notes Payable and Derivative Liabilities: The Company accounts for convertible notes payable and warrants in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." This standard requires the conversion feature of convertible debt be separated from the host contract and presented as a derivative instrument if certain conditions are met. Emerging Issue Task Force (EITF) 00-19, "Accounting for Derivative Financial Instruments Indexed to and Potentially Settled in a Company’s Own Stock" and EITF 05-2, "The Meaning of "Conventional Convertible Debt Instrument" in issue No. 00-19" were also analyzed to determine whether the debt instrument is to be considered a conventional convertible debt instrument and classified in stockholders' equity.

All convertible notes payable were evaluated and determined not to be conventional convertible debt instruments and therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement, embedded conversion options were bifurcated and accounted for as derivative liability instruments. The stock warrants issued in conjunction with the convertible notes payable were also evaluated and determined to be a derivative instrument and, therefore, classified as a liability on the balance sheet. The accounting guidance also requires that the conversion feature and warrants be recorded at fair value for each reporting period with changes in fair value recorded in the consolidated statements of operations.

A Black-Scholes valuation calculation was applied to both the conversion features and warrants at issuance dates and May 31, 2007 and 2008. The issuance date valuation was used for the effective debt discount that these instruments represent. The debt discount is amortized over the life of the debts using the effective interest method. The May 31, 2007 and 2008 valuations were used to record the fair value of these instruments at the end of the reporting period with any difference from prior period calculations reflected in the consolidated statement of operations.

F-11

Research and Development: The Company incurred expenditures of $11,932 and $13,213 for research and development in the fiscal years ended May 31, 2007 and May 31, 2008, respectively. The Company expenses all research and development costs.

Income Taxes: Income tax expense is based on pretax accrual income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Net Loss Per Share: Basic net loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share does not differ from basic net loss per share since potential shares of common stock are anti-dilutive for all periods presented. Potential shares consist of Series A preferred stock and outstanding warrants.

In September, 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The statement defines fair value, determines appropriate measurement methods, and expands disclosure requirements about those measurements. SFAS No. 157 is effective for our fiscal year beginning June 1, 2008.

Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51. The objective of this statement is to improve the relevance, comparability, and transparency of the financial statements by establishing accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The Company believes that this statement will not have any impact on its financial statements, unless it deconsolidates a subsidiary.

In March 2008, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 161, Disclosures about Derivative Instruments and Hedging Activities (an amendment to SFAS No. 133). This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 and requires enhanced disclosures with respect to derivative and hedging activities. The Company will comply with the disclosure requirements of this statement if it utilizes derivative instruments or engages in hedging activities upon its effectiveness.

In April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of Intangible Assets ("FSP No. 142-3") to improve the consistency between the useful life of a recognized intangible asset (under SFAS No. 142) and the period of expected cash flows used to measure the fair value of the intangible asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered when developing renewal or extension assumptions that are used to estimate an intangible asset's useful life under SFAS No. 142. The guidance in the new staff position is to be applied prospectively to intangible assets acquired after December 31, 2008. In addition, FSP No. 142-3 increases the disclosure requirements related to renewal or extension assumptions. The Company does not believe implementation of FSP No. 142-3 will have a material impact on its financial statements.

F-12

In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles."

In May 2008, the FASB issued Statement No. 163, Accounting for Finance Guarantee Insurance Contracts – An Interpretation of FASB Statement No. 60. The premium revenue recognition approach for a financial guarantee insurance contract links premium revenue recognition to the amount of insurance protection and the period in which it is provided. For purposes of this statement, the amount of insurance protection provided is assumed to be a function of the insured principal amount outstanding, since the premium received requires the insurance enterprise to stand ready to protect holders of an insured financial obligation from loss due to default over the period of the insured financial obligation. This Statement is effective for financial statements issued for fiscal years beginning after December 15, 2008.

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions and Participating Securities ("FSP EITF No. 03-6-1"). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company's financial statements.

NOTE 3 - GOING CONCERN

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. The Company believes that this situation can be crippling unless revenues can be substantially increased and/or significant additional funding can be received in order to support the Company's operations until revenues exceed operating costs.

To successfully grow the business, the Company must decrease its cash burn rate, improve its cash position and its revenue base, 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 CEO, and the loss of any of those contractors or the CEO, may harm the Company's business.

F-13

Additionally, as described above as of May 31, 2008 and May 31, 2007, the Company was technically in default under its convertible note agreements. On July 31, 2009, the Company stipulated to a $4.5 million judgment in favor of the note holders and is required to make weekly payments in the form of free trading stock and other cash payments should the Company be successful in raising capital in the future. The financial statements as of May 31, 2007 and May 31, 2008 were not adjusted for this settlement.

The Company incurred a loss of $2,088,759 and for the year ended May 31, 2008, and as of that date, had an accumulated deficit of $13,771,860. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock, debt financing or loans from its officers and directors in order to operate and grow the business. There can be no assurance that the Company will be successful in raising such capital.

Management has taken various steps to revise its operating and financial requirements, has obtained additional financing and has revised the repayment terms of existing notes payable. Management believes additional financing will be required to meet the Company's obligations and commitments for the next twelve months. The Company will continue its capital raising efforts through equity and debt financing. Management believes that with adequate funds it can increase sales of its products and move toward positive cash flow. Management has also devoted considerable effort during the period ended May 31, 2008 towards management of liabilities and improvement of the Company's operations.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-14

NOTE 4 - PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

	As of May 31, 2008			As of May 31, 2007
Vehicles	$	145,596		$	145,596
Furniture & Fixtures		31,705			31,705
Machinery & Equipment		188,709			188,709
Leasehold Improvements		41,606			41,606
		407,616			407,616
Less accumulated depreciation		(177,656	)		(119,775	)
Property and Equipment, net	$	229,960		$	287,841

NOTE 5 - ACCRUED EXPENSES

Accrued expenses at May 31, 2008 and May 31, 2007 consist of:

	As of May 31, 2008		As of May 31, 2007
Accrued officer's compensation	$	-	$	126,856
Accrued interest expense		381,682		128,341
Accrued taxes		119,761		116,463
Accrued royalties payable		307		193
Total	$	501,750	$	371,853

NOTE 6 - CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

Events of default under Note Agreements and Settlement Agreement: As of May 31, 2007 and May 31, 2008, the Company had committed various acts which constitute events of default under its Securities Purchase Agreements dated July 25, 2006, March 15, 2007 and July 15, 2007 (and the notes there under with total principal balances of $2,031,547). The investors commenced legal action against the Company in July of 2009. On July 31, 2009, the Company entered into a Settlement and Forbearance Agreement with the note holders. Under the terms of this Agreement, the Company stipulated to a judgment in the amount of $4.5 million. All warrants held by the note holders were cancelled. Further, the Company agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to the Company offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as the Company delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by the Company.

F-15

CONVERTIBLE NOTE SUMMARIES

6% $225,000 CONVERTIBLE DEBT DATED JUNE 1, 2004

On June 1, 2004, the Company issued to MedOx Corporation, Inc. a note in the amount of $225,000 in consideration for services rendered under an agreement entered into on the same date. The note was issued with a 6% interest rate and a four-year term.

6% $50,000 CONVERTIBLE DEBT DATED SEPTEMBER 4, 2005

On September 4, 2005, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The note was issued with a 6% interest rate and a one-year term.

6% $50,000 CONVERTIBLE DEBT DATED FEBRUARY 19, 2006

On February 19, 2006, the Company issued to an individual a note in the amount of $50,000 in consideration for services rendered under an agreement entered into on the same date. The note was issued with a 6% interest rate and a two-year term.

6% $1.5 MILLION CONVERTIBLE DEBT DATED JULY 25, 2006 (as of date of this report, this debt has been renegotiated as discussed below)

On July 25, 2006, the Company entered into a Security Purchase Agreement (the "Agreement") and agreed to issue and sell to Investors (i) callable secured convertible notes up to $2 million (only $1.5 million of this amount was funded), and (ii) warrants to acquire an aggregate of 20 million shares of the Company's common stock. The notes bore an interest at 6% per annum (with a default interest rate at 15% per annum), and matured three years from the date of issuance. The notes were convertible into the Company's common stock at the applicable percentage of the average of the lowest three trading prices for the Company's shares of common stock during the twenty trading day period prior to conversion. The applicable percentage was 50%.

Under certain circumstances, we were permitted to prepay the notes in the event that no event of default existed, there were a sufficient number of shares available for conversion, and the market price was at or below $0.10 per share. Prepayment of the convertible notes could have been made in cash equal to 140% of the outstanding principal and accrued interest (for prepayment occurring after the 60th day following the issue date of the notes). In addition, in the event that the reported average daily price of the common stock for each day of the month ending on any determination date was below $0.10, we could have repaid a portion of the outstanding principal amount of the notes equal to 101% of the principal amount divided by thirty-six plus one month's interest and this will stay all conversions for the month.

F-16

Events of default under the notes generally included failure to repay the principal or interest when due, failure to issue shares of common stock upon conversion by the holder, failure to timely file a registration statement or have such registration statement declared effective, breach of certain covenants or representation or warranty in the Securities Purchase Agreement or related convertible note, the assignment or appointment of a receiver to control a substantial part of our property or business, a money judgment, writ or similar process entered or filed against us in excess of $50,000 which continues for 20 days unless consented to by the holder, the commencement of a bankruptcy, insolvency, reorganization or liquidation proceeding against us without stay or the delisting of our common stock. Upon the occurrence of an event of default, the note holders may by written notice demand repayment in an amount equal to the greater of (i) the then outstanding principal amount of the convertible notes, together with unpaid interest and any outstanding penalties times 140% or (ii) the "parity value" of the default sum, where parity value means (a) the highest number of shares of common stock issuable upon conversion of the default sum, treating the trading day immediately preceding the prepayment date as the "conversion date" for the purpose of determining the lowest applicable conversion price (unless the event of default is a result of a breach in reference to a specific conversion date), multiplied by (b) the highest closing price for the common stock during the period beginning on the date of first occurrence of the event of default and ending one day prior to the prepayment date. In addition, we granted the Investors a security interest in substantially all of our assets and intellectual property pursuant to a Security Agreement and an Intellectual Property Security Agreement.

The Company paid a total of $208,200 in debt issuance costs on the $1.5 million that was received from the sale of the convertible notes. The debt issuance costs are being amortized over the term of the notes, which are due on July 25, 2009.

The notes under this Securities Purchase Agreement were settled and renegotiated under a Forbearance Agreement dated July 31, 2009 as described below.

6% $50,000 CONVERTIBLE DEBT DATED JANUARY 1, 2007

On January 1, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The note was issued with a 6% interest rate and a two-year term.

6% $450,000 CONVERTIBLE DEBT DATED MARCH 15, 2007 (as of date of this report, this debt has been renegotiated as discussed below)

On March 15, 2007, we entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (the "Investors") and agreed to issue and sell (i) callable secured convertible notes up to $450,000, and (ii) warrants to acquire an aggregate of 9 million shares of our common stock. These securities were issued to the same group of Investors as the $1.5 million convertible debt above. The callable secured convertible notes (4 notes, $450,000 total loan principal; 3 year term; 6% annual interest, 15% annual "default interest") are convertible into shares of our common stock at a variable conversion price based upon the applicable percentage of the average of the lowest three trading prices for the common stock during the twenty-day trading period prior to conversion. The "Applicable Percentage" means 50%; provided, however, that the Applicable Percentage shall be increased to (i) 55% in the event that a Registration Statement is filed within thirty days of the required filing and (ii) 60% in the event that the Registration Statement becomes effective within ninety days from the required filing.

F-17

The Company paid a total of $50,000 in debt issuance costs on the $450,000 that was received from the sale of the convertible notes. The debt issuance costs are being amortized over the term of the notes, which are due between March 15 and June 15, 2010.

The notes under this Securities Purchase Agreement were settled and renegotiated under a Forbearance Agreement dated July 31, 2009 as described below.

6% $110,000 CONVERTIBLE DEBT DATED MARCH 15, 2007 (as of date of this report, this debt has been renegotiated as discussed below)

On July 30, 2007, we issued a callable secured convertible note in the amount of $110,000. This note was issued under the same terms as the 6% $450,000 Convertible Debt described above (the March 15, 2007 Securities Purchase Agreement).

This note was settled and renegotiated under a Forbearance Agreement dated July 31, 2009 as described below.

From March 2008 through May 2008, the note holders of the above notes converted $28,453 of the notes referred to above into 28,427,000 shares of common stock (16 shares of common stock after taking into effect the reverse stock splits on August 27, 2008 and March 18, 2009).

As of May 31, 2008, the total convertible notes payable due to the note holders was equal to $2,031,547. This amount is comprised of: i) the $1.5 million funded under the July 25, 2006 Securities Purchase Agreement; ii) $450,000 from the Securities Purchase Agreement dated March 15, 2007; iii) an additional $110,000 funded on July 15, 2007 under the same terms as the Securities Purchase Agreement dated March 15, 2007; and iv) a reduction in the principal amount of the July 25, 2006 note in the amount of $28,453 for the conversion of a portion of the notes into common shares.

The value of the convertible feature on all of the above convertible notes exceeded the face value of the notes to the note holders on the dates of issuance; therefore the initial note discount booked was the total face value of the notes. This discount is being amortized over the terms of the notes. As of May 31, 2008, the cumulative amount of amortization of the discount of these notes was equal to $1,158,116.

SETTLEMENT OF 6% $1.5 MILLION CONVERTIBLE DEBT DATED JULY 25, 2006, 6% $450,000 CONVERTIBLE DEBT DATED MARCH 15, 2007 AND 6% $110,000 CONVERTIBLE DEBT DATED MARCH 15, 2007

F-18

In June 2009, the Investors commenced legal action against the Company for default under the notes. On July 31, 2009, the Company stipulated to a $4.5 million judgment in favor of the note holders and is required to make weekly payments in the form of free trading stock and other cash payments should the Company be successful in raising capital in the future. All warrants held by the note holders were cancelled. Further, Ingen agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to Ingen offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as Ingen delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by Ingen. At the time of the Forbearance Agreement, the Company owed the note holders $2,256,507 in principal, $554,163 in accrued interest and an unrecorded loan of $5,714. The Company recorded an additional interest expense of approximately $1.75 million to record the difference between these balances and the $4.5 million stipulated judgment amount. As of November 30, 2009, the Company has issued 590,302,385 total shares to the note holders. These shares have generated proceeds and directly reduced this judgment amount by $1,991,910 as of November 30, 2009. As of this date the Company still owed $2,508,090 on this judgment, which accrues interest at a rate of 9%. In December 2009 and January 2010, the Company has issued an additional 137,628,114 shares which will further reduce this judgment payable. The Company expects these additional shares to pay down the judgment by approximately an additional $300,000 (since the judgment is reduced by the actual proceeds the exact amount of the reduction is not known until all of the shares have been sold by the note holder).

6% $200,000 CONVERTIBLE DEBT DATED MARCH 15, 2007

On March 15, 2007, the Company issued to MedOx Corporation, Inc. a note in the amount of $200,000 in consideration for services rendered under an agreement entered into on the same date. The note was issued with a 6% interest rate and a two-year term.

6% $50,000 CONVERTIBLE DEBT DATED MAY 15, 2007

On May 15, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The note was issued with a 6% interest rate and a two-year term.

6% $315,000 CONVERTIBLE DEBT DATED AUGUST 7, 2007

On August 7, 2007, the Company issued to an individual a note in the amount of $315,000 in consideration for services rendered under an agreement entered into on the same date. The note was issued with a 6% interest rate and a one-year term.

6% $50,000 CONVERTIBLE DEBT DATED MAY 1, 2008

On May 1, 2008, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The note was issued with a 6% interest rate and a 18-month term.

F-19

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $225,000 CONVERTIBLE DEBT DATED JUNE 1, 2004

The following tables describe the valuation of the conversion feature of the $225,000 6% convertible debenture entered into on June 1, 2004, using the Black Scholes pricing model on the date of the note:

	6/1/2004
Approximate risk free rate		3.86%
Average expected life	4 years
Dividend yield		0%
Volatility		292.58%
Estimated fair value of conversion feature on date of note issuance	$	448,997
Estimated fair value of conversion feature as of May 31, 2007	$	375,170
Estimated fair value of conversion feature as of May 31, 2008	$	225,075

The Company recorded the fair value of the conversion feature of $448,997, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $223,997 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $56,250. Remaining unamortized discount as of that date was none. For the years ended May 31, 2008 and 2007, the Company has reported $59,828 and $251,099, respectively, in other income related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $50,000 CONVERTIBLE DEBT DATED SEPTEMBER 4, 2005

The following tables describe the valuation of the conversion feature of the $50,000 6% convertible debenture entered into on September 4, 2005, using the Black Scholes pricing model on the date of the note:

	9/4/2005
Approximate risk free rate		5.05%
Average expected life	1 year
Dividend yield		0%
Volatility		255.27%
Estimated fair value of conversion feature on date of note issuance	$	86,437
Estimated fair value of conversion feature as of May 31, 2007	$	54,713
Estimated fair value of conversion feature as of May 31, 2008	$	54,731

F-20

The Company recorded the fair value of the conversion feature of $86,437, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $36,437 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was none. Remaining unamortized discount as of that date was none. For the years ended May 31, 2007 and 2008, the Company has reported $9,770 in other income and $419 in other expense, respectively, related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $50,000 CONVERTIBLE DEBT DATED FEBRUARY 19, 2006

The following tables describe the valuation of the conversion feature of the $50,000 6% convertible debenture entered into on February 19, 2006, using the Black Scholes pricing model on the date of the note:

	2/19/2006
Approximate risk free rate		4.57%
Average expected life	2 years
Dividend yield		0%
Volatility		302.50%
Estimated fair value of conversion feature on date of note issuance	$	97,837
Estimated fair value of conversion feature as of May 31, 2007	$	77,612
Estimated fair value of conversion feature as of May 31, 2008	$	50,017

The Company recorded the fair value of the conversion feature of $97,837, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $47,837 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was none. Remaining unamortized discount as of that date was none. For the years ended May 31, 2008 and 2007, the Company has reported $4,471 and $55,188 in other income, respectively, related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $1.5 MILLION CONVERTIBLE DEBT DATED JULY 25, 2006

As of May 31, 2008, the total derivative liability associated with the $1.5 million convertible notes was equal to $2,544,533. This balance was $2,821,957 as of May 31, 2007.

The following tables describe the valuation of the conversion feature of each tranche of the convertible debenture issued under the $1.5 million Securities Purchase Agreement, using the Black Scholes pricing model on the date of each note:

F-21

	7/27/2006		8/30/2006		1/24/2007
	Tranche		Tranche		Tranche
Approximate risk free rate		5.25%		4.80%		4.65%
Average expected life	3 years		3 years		2.5 years
Dividend yield		0%		0%		0%
Volatility		202.01%		201.26%		138.21%
Estimated fair value of conversion feature on date of notes	$	1,328,118	$	1,137,929	$	371,193
Estimated fair value of conversion feature as of May 31, 2007	$	1,316,913	$	1,128,783	$	376,261
Estimated fair value of conversion feature as of May 31, 2008	$	1,150,443	$	1,042,134	$	351,934

The Company recorded the fair value of the conversion feature, aggregate of $2,837,240, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received from each tranche, with the excess of $1,337,240 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $521,318. Remaining unamortized discount as of that date was $586,203. For the year ended May 31, 2008, the Company has reported $277,425 in other income related to changes in its derivative liability associated with these notes. For the year ended May 31, 2007, the Company has reported $14,418 in other income related to changes in its derivative liability associated with these notes.

DERIVATIVE LIABILITY ASSOCIATED WITH THE WARRANTS ISSUED IN CONNECTION WITH THE $1.5 MILLION CONVERTIBLE DEBT DATED JULY 25, 2006

The Company also granted warrants to purchase 20,000,000 shares of common stock in connection with the financing. The warrants are exercisable at $0.10 per share for a period of seven years, and were fully vested. Upon the effectuation of the reverse stock split on August 27, 2008, these warrants have been adjusted to purchase 33,334 shares of common stock at a price of $60.00 per share. Upon the effectuation of the reverse stock split on March 18, 2009, these warrants have been adjusted to purchase 12 shares of common stock at a price of $180,000 per share. The warrants were cancelled as part of a Settlement Agreement on July 31, 2009. The warrants were originally valued at $1,987,103 using the Black-Scholes Option Pricing Model with the following weighted-average assumptions used.

	7/26/2006
Approximate risk free rate		5.23%
Average expected life	7 years
Dividend yield		0%
Volatility		201.26%
Number of warrants granted		20,000,000
Estimated fair value of total warrants granted	$	1,987,478
Estimated fair value of warrants on May 31, 2007	$	795,464
Estimated fair value of warrants on May 31, 2008	$	11,189

F-22

The warrants were revalued as of the date of this report at a value of $11,189 using the Black-Scholes Option Pricing Model. For the years ended May 31, 2008 and 2007, the Company has reported $1,191,638 and $784,275, respectively, in other income related to changes in its derivative liability associated with these warrants.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $50,000 CONVERTIBLE DEBT DATED JANUARY 1, 2007

The following tables describe the valuation of the conversion feature of the $50,000 6% convertible debenture entered into on January 1, 2007, using the Black Scholes pricing model on the date of the note:

	1/1/2007
Approximate risk free rate		4.93%
Average expected life	2 years
Dividend yield		0%
Volatility		138.21%
Estimated fair value of conversion feature on date of note issuance	$	78,809
Estimated fair value of conversion feature as of May 31, 2007	$	89,525
Estimated fair value of conversion feature as of May 31, 2008	$	72,350

The Company recorded the fair value of the conversion feature of $78,809, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $38,809 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $25,000. Remaining unamortized discount as of that date was $14,583. For the years ended May 31, 2007 and 2008, the Company has reported $3,772 and $26,226 in other income, respectively, related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $450,000 CONVERTIBLE DEBT DATED MARCH 15, 2007

The derivative liability associated with the $450,000 convertible notes was equal to $837,089.

The following tables describe the valuation of the conversion feature of each tranche of the convertible debenture that were issued as part of the $450,000 Securities Purchase Agreement, using the Black Scholes pricing model on the date of each note:

	3/15/2007		4/16/2007		5/15/2007		6/15/2007
	Tranche		Tranche		Tranche		Tranche
Approximate risk free rate		4.47%		4.80%		4.87%		5.13%
Average expected life	3 years		3 years		3 years		3 years
Dividend yield		0%		0%		0%		0%
Volatility		182.97%		193.30%		193.30%		235.23%
Estimated fair value of conversion feature on date of notes	$	237,789	$	218,638	$	218,638	$	214,099
Estimated fair value of conversion feature as of May 31, 2007	$	239,627	$	219,679	$	219,698	$	----
Estimated fair value of conversion feature as of May 31, 2008	$	223,162	$	203,529	$	204,659	$	205,739

F-23

The Company recorded the fair value of the conversion feature, aggregate of $889,164, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received from each tranche, with the excess of $489,164 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $149,005. Remaining unamortized discount as of that date was $286,329. For the year ended May 31, 2008, the Company has reported $56,014 in other income related to changes in its derivative liability associated with these notes. For the year ended May 31, 2007, the Company has reported $3,939 in other expense related to changes in its derivative liability associated with these notes.

DERIVATIVE LIABILITY ASSOCIATED WITH WARRANTS ISSUED IN CONNECTION WITH THE 6% $450,000 MILLION CONVERTIBLE DEBT DATED MARCH 15, 2007

The Company also granted warrants to purchase 9,000,000 shares of common stock in connection with the financing. The warrants are exercisable at $0.06 per share for a period of seven years, and were fully vested. Upon the effectuation of the reverse stock split on August 27, 2008, these warrants have been adjusted to purchase 15,000 shares of common stock at a price of $36.00 per share. Upon the effectuation of the reverse stock split on March 18, 2009, these warrants have been adjusted to purchase 5 shares of common stock at a price of $108,000 per share. The warrants were cancelled as part of a Settlement Agreement on July 31, 2009. The warrants were originally valued at $443,468 using the Black-Scholes Option Pricing Model with the following weighted-average assumptions used.

	3/15/2007
Approximate risk free rate		4.47%
Average expected life	7 years
Dividend yield		0%
Volatility		182.97%
Number of warrants granted		9,000,000
Estimated fair value of total warrants granted	$	443,468
Estimated fair value of warrants on May 31, 2007	$	359,018
Estimated fair value of warrants on May 31, 2008	$	5,015

The warrants were revalued as of the date of this report at a value of $5,015 using the Black-Scholes Option Pricing Model. For the years ended May 31, 2007 and 2008, the Company has reported $84,450 and $354,005, respectively, in other income related to changes in its derivative liability associated with these warrants.

F-24

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $200,000 CONVERTIBLE DEBT DATED MARCH 15, 2007

The following tables describe the valuation of the conversion feature of the $200,000 6% convertible debenture entered into on March 15, 2007, using the Black Scholes pricing model on the date of the note:

	3/15/2007
Approximate risk free rate		4.57%
Average expected life	2 years
Dividend yield		0%
Volatility		182.97%
Estimated fair value of conversion feature on date of note issuance	$	348,570
Estimated fair value of conversion feature as of May 31, 2007	$	364,905
Estimated fair value of conversion feature as of May 31, 2008	$	310,632

The Company recorded the fair value of the conversion feature of $348,570, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $148,570 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $100,000. Remaining unamortized discount as of that date was 79,167. For the years ended May 31, 2007 and 2008, the Company has reported $16,335 in other expense and $82,963 in other income, respectively, related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $50,000 CONVERTIBLE DEBT DATED MAY 15, 2007

The following tables describe the valuation of the conversion feature of the $50,000 6% convertible debenture entered into on May 15, 2007, using the Black Scholes pricing model on the date of the note:

	5/15/2007
Approximate risk free rate		4.93%
Average expected life	2 years
Dividend yield		0%
Volatility		220.45%
Estimated fair value of conversion feature on date of note issuance	$	92,158
Estimated fair value of conversion feature as of May 31, 2007	$	92,628
Estimated fair value of conversion feature as of May 31, 2008	$	81,718

The Company recorded the fair value of the conversion feature of $92,158, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $42,158 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $25,000. Remaining unamortized discount as of that date was $23,958. For the years ended May 31, 2007 and 2008, the Company has reported $470 in other expense and $16,655 in other income, respectively, related to changes in its derivative liability associated with this note.

F-25

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $110,000 CONVERTIBLE DEBT DATED JULY 15, 2007

The derivative liability associated with the $110,000 convertible note was equal to $207,132.

The following tables describe the valuation of the conversion feature of the $110,000 convertible debenture that was issued under the same terms as the $450,000 Securities Purchase Agreement, using the Black Scholes pricing model on the date of the note:

	7/15/2007
Approximate risk free rate		4.57%
Average expected life	3 years
Dividend yield		0%
Volatility		236.86%
Estimated fair value of conversion feature on date of note	$	214,244
Estimated fair value of conversion feature as of May 31, 2008	$	207,132

The Company recorded the fair value of the conversion feature of $214,244 as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received, with the excess of $114,244 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $30,740. Remaining unamortized discount as of that date was $79,260. For the year ended May 31, 2008, the Company has reported $7,112 in other income related to changes in its derivative liability associated with this note.

DERIVATIVE LIABILITY ASSOCIATED WITH THE 6% $315,000 CONVERTIBLE DEBT DATED AUGUST 8, 2007

The following tables describe the valuation of the conversion feature of the $315,000 6% convertible debenture entered into on August 8, 2007, using the Black Scholes pricing model on the date of the note:

	8/8/2007
Approximate risk free rate		2.18%
Average expected life	1 year
Dividend yield		0%
Volatility		234.82%
Estimated fair value of conversion feature on date of note issuance	$	526,881
Estimated fair value of conversion feature as of May 31, 2008	$	396,478

F-26

The Company recorded the fair value of the conversion feature of $526,881, as a discount to the convertible debt in the accompanying balance sheet up to the proceeds received with the excess of $211,881 charged to expense. Amortization expense related to the conversion feature discount for the year ended May 31, 2008 was $255,452. Remaining unamortized discount as of that date was $59,548. For the year ended May 31, 2008, the Company has reported $130,406 in other income related to changes in its derivative liability associated with this note.

Summary of Convertible Notes Payable and Derivative Liabilities

The following is a summary of the convertible notes payable and derivative liability as of May 31, 2007 and 2008:

	Conversion Value as of May 31, 2008		Change in Derivative Income in Year Ended May 31, 2008			Conversion Value as of May 31, 2007		Change in Derivative Income in Year Ended May 31, 2007
$1,500,000 Convertible Notes	$	2,544,533	$	(277,425	)	$	2,821,957	$	(14,418	)
$450,000 Convertible Notes		837,089		(56,014	)		679,004		3,939
$110,000 Convertible Note - July 2007		207,132		(7,112	)		-		-
$225,000 Note dated June 1, 2004		225,075		(251,099	)		375,170		(59,828	)
$200,000 Note dated March 15, 2007		310,632		(82,963	)		364,905		16,335
$50,000 Note dated September 4, 2005		54,731		419			54,713		(9,770	)
$50,000 Note dated January 1, 2007		72,350		(26,226	)		89,525		(3,772	)
$50,000 Note dated May 15, 2007		81,718		(16,655	)		92,628		470
$50,000 Note dated February 19, 2006		50,017		(55,188	)		77,612		(4,471	)
$315,000 Note dated August 8, 2007		396,476		(130,406	)		-
$75,000 Note (retired)		-		-			141,810		(295,755	)
July 2006 Warrants		11,189		(784,275	)		795,464		(1,191,638	)
March 2007 Warrants		5,015		(354,185	)		359,018		(84,450	)
	$	4,795,957	$	(2,041,129	)	$	5,851,806	$	(1,643,358	)

Maturities of Notes Payable:

Future maturities of our convertible notes payable due during the years ended May 31 are as follow:

2008 (past due)	$	325,000
2009		300,000
2010		2,126,547
2011		220,000

Total	$	2,971,547

The total notes payable due of $2,971,547 is shown on our balance sheet net of the unamortized debt discount of $1,154,140. The balance sheet amounts are shown as $737,652 of short term convertible notes payable (net of unamortized discount of $202,348, for a gross note amount of $940,000). The long-term convertible notes payable amount is shown on the balance sheet as $1,079,755 (net of unamortized discount of $951,792, for a gross note amount of $2,031,547).

F-27

NOTE 7 - LONG-TERM DEBT

The Company entered into a long-term note agreement to purchase a mobile demonstration unit for its Secure Balance product. The note was entered into on March 1, 2007. The original note balance was $116,096. The note has a term of 15 years and carries an interest rate of 9.5%. The monthly payments are $1,212. The note balance as of May 31, 2008 was equal to $111,441. The following summarizes the paydown:

	Required Payments		Principal		Interest
May 31, 2009	$	14,539	$	4,141	$	10,398
May 31, 2010		14,539		4,551		9,988
May 31, 2011		14,539		5,002		9,537
May 31, 2012		14,539		5,498		9,041
May 31, 2013		14,539		6,043		8,496
Thereafter		126,004		86,206		39,798

Total	$	198,699	$	111,441	$	87,258

In the quarter ended November 30, 2008, this mobile demonstration unit was sold and the debt was retired with the proceeds from the sale.

NOTE 8– EQUITY SECURITIES

Common Stock: On August 27, 2008, the Company effectuated a reverse stock split at a rate of one share for every six hundred (600) then outstanding. The Series A Preferred stock was not affected by this reverse stock split. On March 18, 2009, the Company effectuated another reverse stock split. This additional reverse split was at a rate of one share for every three thousand (3,000) then outstanding. The cumulative effect of these two reverse stock splits was a rate of one share for every 1,800,000. The Series A Preferred stock was not affected by these reverse stock splits. The effects of the reverse stock splits have been adjusted for in these financial statements. The two reverse stock splits reduced the number of common shares outstanding from 300,835,942 to 751 as of May 31, 2008 (the post-reverse split adjusted shares have been adjusted due to rounding up of all fractional shares).

Preferred Stock: the Company has authorized 100,000,000 shares of Series A Convertible Preferred Stock. The Series A stock is not entitled to dividends. The Company has the right but not the obligation to redeem each share of Series A stock at a price of $1.00 per share. In the event of voluntary or involuntary liquidation, dissolution, or winding up of the corporation, each share of Series A shall be entitled to receive from the assets of the Company $1.00 per share, which shall be paid or set apart before the payment or distribution of any assets of the corporation to the holders of the Common Stock or any other equity securities of the Company. Each share of Series A shall be entitled to vote on all matters with the holders of the Common Stock. Each share of Series A stock shall be entitled to ten votes. The holders of the Series A voting as a class shall be entitled to elect one person to serve on the Company's Board of Directors. The Series A is convertible into ten shares of fully paid and non-assessable share of Common Stock upon 65 days of written notice. The Series A stock shall not be affected by or subject to adjustment following any change to the amount of authorized shares of Common Stock or the amount of Common Stock issued and outstanding caused by any split or consolidation of the Company's Common Stock.

F-28

NOTE 9 - INCOME TAXES

Provision for income tax for the year ended May 31, 2008 consisted of $810, and was $2,990 for the year ended May 31, 2007.

As of May 31, 2008 and 2007, the Company has net operating loss carry forwards of approximately, $9,800,000 and $8,600,000, respectively, to reduce future federal and state taxable income. To the extent not utilized, the carry forwards will begin to expire through 2028. The Company's ability to utilize its net operating loss carry forwards is uncertain and thus the Company has recorded a valuation allowance for the full amount of the deferred tax asset, since future profits are indeterminable.

NOTE 10 - NET LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per share:

	For the years ended May 31,
	2008			2007
Numerator: Net loss	$	(2,088,759	)	$	(5,660,943	)

Denominator:
Weighted Average Number of Shares		678			602

Net loss per share - Basic and diluted	$	(3,081	)	$	(9,404	)

As the Company incurred net losses for the years ended May 31, 2008 and May 31, 2007, it has excluded from the calculation of diluted net loss per share approximately 3,800 and 79, respectively (both figures adjusted for the six hundred (600) for one reverse stock split that was effective on August 27, 2008 and the three thousand (3,000) for one reverse stock split that was effective on March 18, 2009). These shares represent the Series A preferred stock and outstanding warrants and assume that all convertible notes could be converted at the market price as of May 31, 2008 and May 31, 2007, respectively.

NOTE 11 - RELATED PARTY TRANSACTIONS

The Company owes its CEO, Scott Sand, a total of $945,659 as of May 31, 2008. Of this amount, $300,000 is in the form of a non-interest bearing note dated March 20, 2004. This note was issued by the Company with a four-year term for salary due to Mr. Sand from 1997-1998. A second note to Mr. Sand was issued on April 2, 2007 in the amount of $565,000. This note bears an interest rate of 12% per annum and is due on April 3, 2012. The second note was issued to Mr. Sand for salary due in 2003 and 2004. There is also $1,747 due to Mr. Sand as a result of business expenses paid by Mr. Sand on his personal credit cards. The Company has not recorded interest expense on this last amount. The related accrued interest is $78,912 as of May 31, 2008.

During the fiscal year ending May 31, 2008, Mr. Sand received a total of 20,333,333 shares of series A preferred stock and 88 shares of common stock (156,888,889 shares of common stock prior to the reverse stock splits which were effective on August 27, 2008 and March 18, 2009) for satisfaction of accrued compensation of $106,856 and for payment of $168,144 of the loan amount owed to him. These shares also resulted in an additional $130,000 of officer's compensation paid to Mr. Sand.

F-29

On February 28, 2006 and March 17, 2006, we entered into two investment contracts with Jeffrey Gleckman, pursuant to which we issued an aggregate of 2,000,000 shares of our restricted common stock to Mr. Gleckman (after our reverse stock splits which were effective on August 27, 2008 and March 18, 2009 the total number of adjusted common shares is equal to 2). Mr. Gleckman is the President of MedOx Corporation, the contractor distributing Oxyview® (“MedOx”). MedOx was originally known as Tech-Ni-Com, Inc. Our first contract with Mr. Gleckman's company was in 2000 for distribution of the BAFI® product line. However, actual sales of Oxyview® did not commence until November of 2006. Mr. Gleckman paid $300,000 consideration in the two transactions for the above-referenced shares.

In May of 2008, the Company issued 2,000,000 shares of our Series A Preferred shares to Mr. Gleckman. This issuance was done to satisfy an obligation in the amount of $20,000 that Ingen owed to MedOx under its distribution contract for Oxyview®.

On June 1, 2004, the Company entered into an agreement with MedOx and issued a convertible note in the amount of $225,000 as consideration under this agreement. Under the terms of the agreement, MedOx was to assist the Company with marketing and distribution of its products for a two year term.

On March 15, 2007, the Company entered into an agreement with MedOx and issued a convertible note in the amount of $200,000 as consideration under this agreement. Under the terms of the agreement, MedOx was to assist the Company with marketing and distribution of its products for a two year term.

On September 1, 2008, the Company entered into an agreement with MedOx and issued a convertible note in the amount of $225,000 as consideration under this agreement. Under the terms of the agreement, MedOx was to assist the Company with marketing and distribution of its products for a one year term.

On September 1, 2009, the Company entered into an agreement with MedOx and issued a convertible note in the amount of $300,000 as consideration under this agreement. Under the terms of the agreement, MedOx was to assist the Company with marketing and distribution of its products for a six month term.

NOTE 12 - LEASE OBLIGATION

The Company leases its administrative office under an unsecured lease agreement which expires on April 1, 2011. The Company also maintains a corporate office under a month-to-month lease agreement. As of May 31, 2008, the remaining lease obligation is as follows:

Year Ending May 31,	Lease Obligation
2009	$	20,400
2010		20,400
2011		20,400
2012		17,000
	$	78,200

The total rent expense for the year ended May 31, 2008 was $31,000.

F-30

NOTE 13 – PATENT COSTS

The Company has incurred $67,345 of legal costs of filing for patents and the purchase of the exclusive rights for a patent for Oxyview® with common stock valued at $60,000. Although the patents are still pending with the US Patent and Trademark office, since the Company is using the patents and selling its Oxyview® units. After an impairment analysis was conducted this cost was written off in the fiscal year ended May 31, 2007.

NOTE 14 - GUARANTEES

The Company from time to time enters into certain types of contracts that contingently require the Company to indemnify parties against third-party claims. These contracts primarily relate to: (i) divestiture agreements, under which the Company may provide customary indemnifications to purchasers of the Company's businesses or assets; and (ii) certain agreements with the Company's officers, directors and employees, under which the Company may be required to indemnify such persons for liabilities arising out of their employment relationship.

The terms of such obligations vary. Generally, a maximum obligation is not explicitly stated. Because the obligated amounts of these types of agreements often are not explicitly stated, the overall maximum amount of the obligation cannot be reasonably estimated. Historically, the Company has not been obligated to make significant payments for these obligations, and no liabilities have been recorded for these obligations on its balance sheet as of May 31, 2008.

NOTE 15 - STOCK OPTIONS

On January 18, 2007, the Company issued a stock option to a consultant, representing the right to purchase 1,000,000 shares of Series A Convertible Preferred Stock at an exercise price of $0.04 per share, expiring January 18, 2012. These options were valued at $39,314 and this amount was expensed in the fiscal year ended May 31, 2007.

We issued a series of stock options to a consultant under the terms of our agreement with him from 2004. A total of 2 options (originally issued as 3.3 million options prior to adjusting for our 600 for 1 reverse stock split that was effective on August 27, 2008 and our 3,000 for 1 reverse stock split that was effective on March 18, 2009) to purchase our common stock were issued from August 4, 2004 through January 18, 2007. The option prices varied from $18,000 to $450,000 per share after adjusting for our reverse stock splits. On February 16, 2006, 1 reverse split-adjusted share was exercised and we booked an expense of $129,844 based on the fair market value of the stock issued at that date. In January 2007, the holder of the options was issued 1 reverse split-adjusted option (included in the 2 shares above) to purchase an additional 1 share of reverse split-adjusted stock at a price of $108,000 per share (this price was originally $0.06 per share). Using a Black Scholes model, these options were valued at $4,953. In February 2007, we approached the holder of the options (who now held 2 reverse split-adjusted options to purchase shares between $48,600 and $450,000 per share) and offered him 1 reverse split adjusted share of restricted common stock (originally issued as 750,000 shares) to cancel these options. Our stock was trading at $126,000 per share (after adjusting for the reverse stock splits) when we issued the stock to cancel the options. This stock had a total valuation of $52,500. The amount included on the Consolidated Statement of Stockholders' Deficit includes the $4,953 (the value of the new options issued in January 2007) and the $52,500 (the value of the stock issued to cancel the options).

F-31

NOTE 16 - WARRANTS

We issued a total of 29 million warrants to purchase our common stock in connection with the issuance of the Convertible Notes Payable described in Note 13 above. The 20 million warrants issued as part of the Securities Purchase Agreement dated July 26, 2006 are exercisable over a 7-year period (ending on July 26, 2013) at a price of $0.10 per share. The 9 million warrants issued as part of the Securities Purchase Agreement dated March 15, 2007 are exercisable over a 7-year period (ending on March 15, 2014) at a price of $0.06 per share. In connection with our Settlement Agreement with these note holders, all warrants were cancelled on July 31, 2009.

On March 31, 2008, the Company issued to a consultant, Weed & Co., LLP, an anti-dilutive warrant granting the holder the right to purchase up to 250,000 shares of common stock at $0.50 per share until March 31, 2011. The Company also issued the consultant a convertible promissory note in the principal amount of $37,000 due September 1, 2008. On or before September 1, 2010, the holder may convert the note into shares of the Company's common stock. In all circumstances, the holder shall receive a minimum of 400,000 shares of the Company's common stock. Furthermore, in the event of a merger, consolidation, combination, subdivision, forward split or reverse split, any portion of the unpaid amount of this note may be converted into fully-paid, non-assessable shares of the Company's common stock, at a conversion price equal to $0.25 per share.

In connection with the Promissory Note, the Company issued 250,000 anti-dilutive 3-year common stock purchase warrants. The warrants have an exercise price of $0.50 per share and may be exercised at any time prior to March 31, 2011.

NOTE 17 - MATERIAL CONTRACTS

We have entered into various agreements with third parties to perform certain services in connection with Secure Balance sales. These contracts require us to pay certain parties for commissions, services and/or equipment associated with the Secure Balance sales. We account for these services and/or equipment costs as cost of sales as the sales are booked. Among these contracts is an Exclusive Distribution Agreement for our Secure Balance product dated June 1, 2007 with Physical Rehabilitation Management Services, Inc. ("PRMS"). Under the terms of the agreement, we issued PRMS 500,000 shares of our restricted common stock at a price of $0.04 per share ($20,000 total). The term of the agreement is 5 years and we pay a 14% commission to PRMS on each sale of Secure Balance equipment.

F-32

NOTE 18 - SUBSEQUENT EVENTS

All securities transactions listed in this Note 18 have been adjusted for both of the aforementioned reverse stock splits.

As of September 29, 2009, the Company has 2,284,549,680 shares of common stock outstanding (out of 3.5 billion authorized shares) and 94,677,627 shares of Series A preferred shares outstanding (out of 100 million authorized shares).

Subsequent to May 31, 2008 the Company issued 52,457,092 post-reverse shares of its common stock to the NIR Group in connection with the above mentioned debt. This represented the conversion of $45,296 of the debt owed to this creditor.

Subsequent to May 31, 2008, the Company issued 647,607,898 post-reverse shares of its common stock to its various convertible note holders (not including those issued to the NIR Group). These issuances represented the conversion of $711,000 of the principal balances of the outstanding convertible notes. The total remaining balances due under the Company’s various convertible note agreements as of August 31, 2009 is $284,000.

Subsequent to May 31, 2008, the Company issued 63,151,333 post-reverse shares of its common stock as conversions of 11,315,000 shares of its Series A preferred stock.

Subsequent to May 31, 2008, the Company issued 12,900,000 shares of its Series A preferred stock to various individuals for services rendered to the Company. These services were valued at $104,642.

The Company entered into a Securities Purchase Agreement dated June 16, 2008 with three investors. Under the Securities Purchase Agreement, the investors agreed to purchase up to $500,000 in Secured Callable Convertible Notes (the "Notes") and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock (due to the reverse stock splits in August 2008 and March 2009, these warrants were adjusted to cover 12 shares of the Company’s post-reverse shares). The initial closing occurred on June 20, 2008, and the Issuer received gross proceeds of $100,000 and delivered to the Investors $100,000 face value Notes and Common Stock Purchase Warrants covering 20,000,000 shares of the Issuer's common stock. The Company received a total of $200,000 in gross proceeds under this Agreement.

On June 16, 2008, the Company issued a convertible note to an independent third party in the amount of $30,000 for services rendered to the Company. This note had an interest rate of 6% and is convertible into shares of common stock at a rate of 50% of the average of the lowest three trading prices during the twenty day trading period ending on the day prior to the conversion date.

On August 27, 2008, the Company effectuated a reverse stock split on its common stock at a rate of one share for every six hundred (600) then outstanding.

On August 27, 2008, the Company entered into an agreement with Media4Equity, LLC.

Under the terms of this contract the Company issued a total of 1,101 shares (originally issued as 3,300,000 shares) of its restricted common stock to Media4Equity, LLC and two individuals in exchange for public relations services and a media campaign. This stock was valued at $0.06 per share, or a total of $198,000. After this issuance, these three entities owned a total of 85.6% of the total outstanding common stock of the Company.

F-33

On September 1, 2008, the Company issued a convertible note to Robert Sand, the father of the Company’s CEO and Chairman, in the amount of $45,000 for services rendered to the Company. This note had an interest rate of 6% and is convertible into shares of common stock at a rate of 50% of the average of the lowest three trading prices during the twenty day trading period ending on the day prior to the conversion date.

On September 5, 2008, the Company amended its Securities Purchase Agreement dated as of June 16, 2008. Under the terms of this amendment, the conversion rate and interest rate of all convertible debentures have been adjusted. This amendment applies to the $1.5 million convertible debt entered into on July 25, 2006, the $450,000 convertible debt entered into on March 15, 2007, the $110,000 convertible note entered into on July 30, 2007 as well as the $500,000 Securities Purchase Agreement dated June 16, 2008 (the holders of these notes are collectively referred to as the “NIR Group”). The "Applicable Percentage" (as defined in each of the notes to be the rate at which the note holders can convert their debt into common stock) has been adjusted to 40%. This means that the convertible note holders can now convert their debt into stock at the average of the lowest three trading prices for the common stock during the twenty day trading period prior to conversion multiplied by 40%. Also the interest rate on all convertible notes has been adjusted from 6% to 12%. This interest rate adjustment is effective as of January 1, 2008. As of May 31, 2008, this interest rate adjustment would be applied to $2,031,547 in outstanding convertible debt. Further, the June 16, 2008 agreement to purchase up to $500,000 in Secured Callable Convertible Notes was amended so that future purchases shall occur "on such dates as shall be mutually agreed upon by the Company and the Buyers" instead of on the scheduled closing dates originally provided for in the agreement.

On September 15, 2008, the Company and its CEO Scott Sand were named in a civil case in the Superior Court of the County of San Bernardino. The filing was made by Citibank and sought damages of $13,589 stemming from past due credit card charges. This credit card was a corporate credit card guaranteed by Mr. Sand and both Mr. Sand and the Company were included in the filing. On October 14, 2008, Mr. Sand entered into a settlement agreement to pay a sum of $11,121 in three installments up through November 28, 2008. Although the Company did not meet the payment obligations in a timely fashion, the total amount due was settled in full in June 2009 with a payment of $12,243.94 and the matter is now resolved.

From November 2008 through December 2008, the Company issued 750 post-reverse shares of its common stock for services under an S-8 registration valued at $4,220.

From November 2008 through January 2009, one investor purchased 8,843 post-reverse shares of restricted common stock in several transactions for a total of $8,935.

F-34

On March 18, 2009, the Company effectuated another reverse stock split. This additional reverse split was at a rate of one share for every three thousand (3,000) then outstanding. The Series A Preferred stock was not affected by these reverse stock splits. The two reverse stock splits reduced the number of common shares outstanding from 300,835,942 to 751 as of May 31, 2008.

On March 19, 2009, CEO and Chairman Scott Sand converted 5,000,000 shares of his Series A Preferred stock into 50,000,000 post-reverse shares of common stock.

On May 1, 2009, CEO and Chairman Scott Sand converted 3,333,333 shares of his Series A Preferred stock into 33,333,330 post-reverse shares of common stock.

In May 2009, one investor purchased 20,110,780 post-reverse shares of restricted common stock in two transactions for a total of $40,000.

On June 3, 2009, the NIR Group filed a lawsuit against the Company for breach of contract under the terms of the notes. On July 31, 2009, the Company entered into a Settlement and Forbearance Agreement with the note holders. Under the terms of this Agreement, the Company stipulated to a judgment in the amount of $4.5 million. All warrants held by the note holders were cancelled. Further, the Company agreed to issue the greater of (a) 40 million shares or (b) twenty percent (20%) of the prior week’s total trading volume of free trading common stock to the note holders. The note holders also consented to the Company offering up to $4 million of securities for sale and agreed to forbear any collection efforts so long as one half of the net offering proceeds were paid to the note holders. As long as the Company delivers the shares due each week and makes payments of any offering proceeds to the note holders, they agreed to forbear enforcing the Judgment or enforcing any of their security interests through and until May 31, 2010. The Judgment amount of $4.5 million shall be reduced by any net proceeds from the disposition of the stock paid under this Settlement Agreement and by any other cash payments made by the Company. The judgment bears an interest rate of 9%. In August 2009, the Company issued 83,413,236 shares of its post-reverse common shares to the NIR Group for two weekly payments under the terms of the Settlement and Forbearance Agreement. In September 2009, the Company issued another 184,391,955 shares. These shares generated proceeds of $868,834 to the NIR Group, leaving a balance due of $3,631,166. The Company is attempting to increase its number of authorized shares from 2.5 billion to 3.5 billion to accommodate continued stock payments to the NIR Group.

F-35

On June 23, 2009, CEO and Chairman Scott Sand converted 1,000,000 shares of his Series A Preferred stock into 10,000,000 post-reverse shares of common stock.

From December 2008 through June 2009, the Company sold 641,523,551 post-reverse shares of common stock for a total of $996,990 in connection with an offering conducted under Regulation D in the state of Texas.

From November 2008 through July 2009, the Company issued 29,656,207 post-reverse shares of its restricted common stock for services valued at $275,481.

Subsequent to May 31, 2008 (from June 2008 through August 2009), the Company sold 10,650,000 shares of its Series A preferred stock to various investors for a total sum of $100,565.

The Company issued to Scott Sand two notes in the amounts of $300,000 and $565,000 for past due salary accrued from 1997-2004 on March 20, 2004 and April 2, 2007, respectively. Mr. Sand and the Company entered into four “Wrap-Around Agreements” with two investors from December 2008 through June 2009. Under the terms of these agreements, Mr. Sand sold the debt owed to him to the two entities for the face value of the notes. Simultaneously, the Company modified the notes formerly owed to Mr. Sand (now owed to the investors) to include a convertible feature allowing the investors to convert the notes into common stock at a 50% discount of the average “three deep bid” on the day of conversion. The interest rate on the notes was also adjusted to 15%. As of August 31, 2009, all of the principal balances original notes (a total of $865,000) were paid in full through the issuance of 458,892,638 reverse-split adjusted shares of common stock. From the proceeds received on the sale of these notes, Mr. Sand has loaned all $865,000 back to the Company as of July 1, 2009.

F-36

On September 1, 2009, the Company issued a $300,000 convertible debenture to Medox Corporation under a twelve month contract to provide the Company with sales and marketing assistance with its Oxyview® products. The contract has a one year term commencing on September 1, 2009.

On September 28, 2009, the Company increased its number of authorized shares of common stock from 2.5 billion to 3.5 billion.

In September 2009, the Company issued 20 million shares to two Series A preferred stockholders as conversions of 2 million shares of Series A preferred stock.

In September 2009, the Company issued 184,391,955 shares to the NIR Group as payments under the $4.5 million Settlement and Forbearance Agreement. In October 2009, the Company issued an additional 322,497,167 shares of its common stock to the NIR Group as payments under the Settlement agreement. These issuances reduced the liability owed to the NIR Group under the agreement to $2,495,089.

In October 2009, the Company issued 60,000,000 shares of its restricted shares to two entities for services rendered.

In October 2009, the Company issued 150,733,500 shares of common stock to pay convertible debt obligations.

In October 2009, the Company issued 20,000,000 shares of its common stock to a Series A preferred stockholder in conversion of 2,000,000 shares of Series A preferred stock.

In October 2009, the Company issued 50,000,000 shares to an entity to pay a $100,000 convertible note. This note was issued under a “Wrap-Around Agreement” between the note holder, the Company and its CEO, Scott Sand. The $100,000 was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

In November 2009, the Company issued 4,000,000 shares of its Series A preferred stock to three entities for services rendered to the Company.

In December 2009, the Company issued 3,000,000 shares of its Series A preferred stock to three entities for services rendered to the Company.

In December 2009, the Company issued 40,000,000 shares to the NIR Group as a payment under its Settlement and Forbearance Agreement on which approximately $2.5 million was owed as of the date of this issuance.

In January 2010, the Company issued an additional 97,628,114 shares to the NIR Group as payments under the $4.5 million Settlement and Forbearance Agreement (since the judgment is reduced by the actual proceeds the exact amount of the reduction is not known until all of the shares have been sold by the note holder).

F-37

In January 2010, the Company issued 191,185,184 shares to an entity to pay $200,000 on a convertible note. This note was part of the “Wrap-Around Agreement” between the note holder, the Company and its CEO, Scott Sand entered into in September 2009 in the amount of $796,423. The $796,423 was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

In January 2010, the Company issued 95,592,592 shares to two entities to pay $100,000 on two convertible notes. These notes were “Wrap-Around Agreements” between the note holders, the Company and its CEO, Scott Sand. The $100,000 was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

On January 20, 2010, the Company agreed to cancel a common share certificate held by Scott Sand. The share certificate for 83,333,425 shares of common stock was cancelled. The cancelled shares were valued at $158,333 and this amount was added to the balance due to Mr. Sand.

In February 2010, the Company issued 138,888,888 shares to an entity to pay $100,000 on a convertible note. This note was part of the “Wrap-Around Agreement” between the note holder, the Company and its CEO, Scott Sand entered into in September 2009 in the amount of $796,423. The $796,423 was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

In April 2010, the Company increased its number of authorized shares of common stock from 3.5 billion to 8 billion.

In April 2010, the Company issued 300,000,000 shares to an entity to pay $150,000 on a convertible note. This note was part of the “Wrap-Around Agreement” between the note holder, the Company and its CEO, Scott Sand entered into in September 2009 in the amount of $796,423. The $796,423 was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

In April 2010, the Company issued 175,000,000 shares to Medox Corporation to pay $78,750 to reduce the amount of accrued interest due on two convertible notes. The stock had a market value of $157,500 on the date of issuance.

In April and May 2010, the Company issued an additional 374,558,698 shares to the NIR Group as payments under the $4.5 million Settlement and Forbearance Agreement. The NIR Group netted $221,403 from the sale of this stock and the judgment amount was reduced accordingly.

F-38

In May 2010, the Company issued 104,000,000 shares to an entity to pay $50,000 on a convertible note. This note was part of a “Wrap-Around Agreement” between the note holder, the Company and its CEO, Scott Sand entered into in May 2010 in the amount of $50,000. The amount was originally owed to Mr. Sand for past due wages, accrued interest and for payments made by Mr. Sand on behalf of the Company. Under the terms of this agreement, Mr. Sand sold the debt owed to him to the unrelated third party for the face value of the amount owed. The Company then paid the note through the issuance of the stock.

In May 2010, the Company issued 400,000,000 shares to a convertible note holder to pay $120,000 on the convertible note. The stock had a market value of $200,000 on the dates of issuance.

On May 20, 2010, the Company issued 70,000,000 to an attorney in consideration for the cancellation of stock options held by the individual. The stock was valued at $49,000, the fair market value on the date of issuance.

In May 2010, the Company issued 461,333,334 shares in exchange for $118,400 under an offering under Regulation D. The Company had also issued an additional 33,333,333 shares for $10,000, but this transaction is being rescinded.

In the fiscal year ended May 31, 2010, the Company made cash payments of $183,752 to Mr. Sand for payments against the loans owed to him.

In June 2010, the Company issued an additional 40,000,000 shares to the NIR Group as payments under the $4.5 million Settlement and Forbearance Agreement. The NIR Group netted $11,802 from the sale of this stock and the judgment amount was reduced accordingly.

In June 2010, the Company issued 390,114,069 shares in exchange for $100,000 under an offering under Regulation D.

In July 2010, the Company issued 619,047,620 shares in exchange for $100,000 under an offering under Regulation D.

In July 2010, the Company issued 40,000,000 shares of common stock in conversion of 4,000,000 shares of Series A Preferred stock.

In July 2010, the Company issued 200,000,000 shares to a convertible note holder to pay $40,000 on the convertible note.

NOTE 19 - RESTATEMENT

Subsequent to the issuance of the 2007 financial statements, management discovered an error related to the 2006 financial statements. The error affected the ending 2006 balances in common stock and accumulated deficit which affected the 2007 ending balances in these accounts. Accordingly, the 2007 consolidated balance sheet and statement of stockholders' deficit have been restated.

The consolidated balance sheet, consolidated statement of operations, consolidated statement of stockholders' deficit, and consolidated statement of cash flows for the fiscal years ended May 31, 2008 and 2007 as originally reported and restated are as follows:

F-39

INGEN TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEETS

MAY 31, 2008 and 2007

	Balances as of May 31, 2008										Balances as of May 31, 2007
	Balance as			as Originally			Effect of				Balance as			as Originally			Effect of
	as Restated			Reported			Changes				as Restated			Reported			Changes
ASSETS
Current assets
Cash	$	-		$	-		$	-			$	238		$	238		$	-
Accounts receivable		63			63			-				-			-			-
Inventories		74,830			74,830			-				85,594			85,594			-
Prepaid expenses		50,933			50,933			-				176,689			33,633			143,056

Total current assets		125,826			125,826			-				262,521			119,465			143,056

Property and equipment, net of accumulated depreciation of $177,656 and $119,775		229,960			229,960			-				287,841			287,841			-

Other assets
Debt issue costs, net of accumulated amortization of $211,173 and $86,663		157,027			157,027			-				261,537			261,537			-
Patents, net of accumulated amortization of $4,490 and none		-			62,855			(62,855	)	1		-			67,345			(67,345	)	7
Deposits		31,550			31,550			-				1,550			1,550			-

Total other assets		188,577			251,432			(62,855	)			263,087			330,432			(67,345	)

TOTAL ASSETS	$	544,363		$	607,218		$	(62,855	)		$	813,449		$	737,738		$	75,711

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Cash overdraft	$	530		$	530		$	-			$	-		$	-		$	-
Accounts payable		212,242			212,242			-				84,517			84,517			-
Accrued expenses		501,750			201,927			299,823		2		371,853			196,620			175,233		8
Officer's loans		866,747			1,747			865,000		3		949,342			84,342			865,000		9
Short-term notes		82,500			82,500			-				-			-			-
Convertible notes payable, net of unamortized discount of $25,092 and none		737,652			49,908			687,744		4		100,000			-			100,000		10
Current portion of long-term debt		14,539			14,539			-				14,539			14,539			-

Total current liabilities		2,415,960			563,393			1,852,567				1,520,251			380,018			1,140,233

Long-term liabilities
Loan payable		96,872			96,872			-				100,452			100,452			-
Convertible notes payable, net of unamortized discount of $951,792 and $1,483,176		1,079,755			1,079,755			-				632,865			431,824			201,041		11
Derivative liability		4,795,957			3,605,748			1,190,209		5		5,851,806			4,797,253			1,054,553		12

Total long-term liabilities		5,972,584			4,782,375			1,190,209				6,585,123			5,329,529			1,255,594

Stockholders' deficit
Preferred stock, Series A, no par value, preferred liquidation value of $1.00 per share, 38100,000,000 shares authorized and,275,960 issued and outstanding as of May 31, 2008, total liquidation preference of $38,275,960. 16,578,991 issued and outstanding as of May 31, 2007, total liquidation preference of $16,578,991		1,000,536			965,313			35,223				727,627			688,313			39,314
Common stock, no par value, authorized 3,500,000,000 shares, 751 issued and outstanding as of May 31, 2008, 604 issued and outstanding as of May 31, 2007		5,145,143			5,141,052							3,883,549			3,883,549			-
Series A preferred stock subscription		2,000			2,000			-				-			-			-
Series A preferred stock subscription receivable		(220,000	)		(220,000	)		-				(220,000	)		(220,000	)		-
Accumulated deficit		(13,771,860	)		(10,626,915	)		(3,144,945	)	6		(11,683,101	)		(9,323,671	)		(2,359,430	)	13

Total stockholders' deficit		(7,844,181	)		(4,738,550	)		(3,109,722	)			(7,291,925	)		(4,971,809	)		(2,320,116	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	544,363		$	607,218		$	(66,946	)		$	813,449		$	737,738		$	75,711

See Note A

F-40

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEARS ENDED MAY 31, 2008 AND MAY 31, 2007

	For the year ended May 31, 2008										For the year ended May 31, 2007
				as Originally			Effect of							as Originally			Effect of
	as Restated			reported			Changes				as Restated			reported			Changes

Sales	$	252,493		$	252,493		$	-			$	720,678		$	720,678		$	-

Cost of sales		167,631			167,631			-				452,100			452,100			-

Gross Profit		84,862			84,862			-				268,578			268,578			-

Selling, general and administrative expenses		2,118,817			1,741,690			377,127		14		2,154,505			1,882,221			272,284		19

Operating loss		(2,033,955	)		(1,656,828	)		(377,127	)			(1,885,927	)		(1,613,643	)		(272,284	)

Other expenses
Interest expense		(2,095,123	)		(1,265,454	)		(829,669	)	15		(5,415,384	)		(5,028,485	)		(386,899	)	20
Change in derivative liability		2,041,129			1,619,848			421,281		16		1,643,358			1,583,636			59,722		21

Net loss before taxes		(2,087,949	)		(1,302,434	)		(785,515	)			(5,657,953	)		(5,058,492	)		(599,461	)

Provision for income taxes		810			810			-				2,990			2,990			-

Net loss	$	(2,088,759	)	$	(1,303,244	)	$	(785,515	)		$	(5,660,943	)	$	(5,061,482	)	$	(599,461	)

Basic and diluted net loss per share	$	(3,080.76	)	$	(16.07	)	$	(3,064.69	)	17	$	(9,403.56	)	$	(99.81	)	$	(9,303.75	)	22

Weighted average number of shares outstanding		678			81,093			(80,415	)	18		602			50,711			(50,109	)	23

See Note A

F-41

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

	Series A Convertible Preferred Stock
	Shares						Effect		Amount						Effect
	Restated			Original			of Changes		Restated			Original			of Changes

Balance at May 31, 2006 (restated)		14,134,547			14,134,547			-	$	734,980		$	734,980		$	-

Conversion of Series A Preferred stock into common stock		(2,000,000	)		(2,000,000	)		-		(146,667	)		(146,667	)		-
Issuance of Series A Preferred stock for accrued compensation		4,444,444			4,444,444			-		100,000			100,000			-
Value of options issued for legal fees		-			-			-		39,314			-			39,314	26
Net loss for the year ended May 31, 2007		-			-			-		-			-			-
Balance at May 31, 2007 (restated)		16,578,991			16,578,991			-	$	727,627		$	688,313		$	39,314

Rounding shares issued on reverse stock split
Conversion of Series A Preferred stock into common stock		(636,364	)		(636,364	)		-		(19,091	)		(19,091	)		-
Issuance of Series A Preferred stock for accrued compensation and officer's loans		20,333,333			20,333,333			-		272,000			272,000			-
Issuance of Series A Preferred stock for services		2,000,000			2,000,000			-		20,000			20,000			-
Net loss for year ended May 31, 2008		-			-			-		-			-			-
Balance at May 31, 2008 (restated)		38,275,960			38,275,960			-	$	1,000,536		$	961,222		$	39,314

See Note A

F-42

	Common Stock
	Shares				Effect				Amount						Effect
	Restated		Original		of Changes				Restated			Original			of Changes

Balance at May 31, 2006 (restated)		599		49,412		(48,813	)	24	$	3,615,029		$	3,615,029		$	-

Conversion of Series A Preferred stock into common stock		2		3333		(3,331	)	25		146,667			146,667			-
Issuance of Series A Preferred stock For accrued compensation
Issuance of common stock for services		2		4333		(4,331	)	25		56,400			56,400			-
Issuance of common stock for patent		1		1667		(1,666	)	25		60,000			60,000			-
Adjustment to common stock subscription purchase price entered into in year ended May 31, 2006										(52,000	)		(52,000	)
Value of options issued for legal fees		-		-		39,314		26		57,453			57,453
Net loss for year ended May 31, 2007		-		-		-				-			-			-
Balance at May 31, 2007 (restated)		604		58,745		(18,827	)	24	$	3,883,549		$	3,883,549		$	-

Rounding shares issued on reverse stock split		-		-		-		25
Conversion of Series A Preferred stock into common stock		1		1,061		(1,060	)	25		19,091			15,000
Issuance of Series A Preferred stock for accrued compensation and officer's loans		-		-		-				-			-			-
Issuance of Series A Preferred stock for services		-		-		-				-			-			-
Series A Preferred stock subscription		-		-		-				-			-			-
Issuance of common stock for cash		24		73,369		(73,345	)	25		193,300			193,300
Issuance of common stock for services		20		59,359		(59,339	)	25		787,750			787,750
Issuance of common stock for conversions of notes		16		47,378		(47,362	)	25		28,453			28,453
Issuance of common stock for accrued compensation and officer's loans		87		261,481		(261,394	)	25		233,000			233,000
Net loss for year ended May 31, 2008		-		-		-				-			-			-
Balance at May 31, 2008 (restated)		752		501,393		(461,327	)	24	$	5,145,143		$	5,141,052		$	-

See Note A

F-43

	Series A						Preferred Stock
	Preferred Stock						Subscription
	Subscription						Receivable
					Effect								Effect
	Restated		Original		of Changes		Restated			Original			of Changes

Balance at May 31, 2006 (restated)	$	-	$	-	$	-	$	(220,000	)	$	(220,000	)	$	-

Net loss for year ended May 31, 2007
Balance at May 31, 2007 (restated)	$	-	$	-	$	-	$	(220,000	)	$	(220,000	)	$	-

Series A Preferred stock subscription		2,000		2,000		-		-			-			-
Balance at May 31, 2008 (restated)	$	2,000	$	2,000	$	-	$	(220,000	)	$	(220,000	)	$	-

See Note A

	Accumulated Deficit										Total
							Effect										Effect
	Restated			Original			of Changes				Restated			Original			of Changes

Balance at May 31, 2006 (restated)	$	(6,022,158	)	$	(4,262,189	)	$	(1,759,969	)	27	$	(1,892,149	)	$	(132,180	)	$	(1,759,969	)	27

Issuance of Series A Preferred stock for accrued compensation		-			-			-				100,000			100,000			-
Issuance of common stock for services		-			-			-				56,400			56,400			-
Issuance of common stock for patent												60,000			60,000			-
Adjustment to common stock subscription purchase price entered into in year ended May 31, 2006		-			-			-				(52,000	)		(52,000	)		-
Value of options issued for legal fees		-			-			-				96,767			96,767			-
Net loss for year ended May 31, 2007		(5,660,943	)		(5,061,482	)		(599,461	)	28		(5,660,943	)		(5,061,482	)		(599,461	)	28
Balance at May 31, 2007 (restated)	$	(11,683,101	)	$	(9,323,671	)	$	(2,359,430	)		$	(7,291,925	)	$	(4,932,495	)	$	(2,359,430	)

Rounding shares issued on reverse stock split
Conversion of Series A Preferred stock into common stock		-			-			-				-			-			-
Issuance of Series A Preferred stock for accrued compensation and officer's loans		-			-			-				272,000			272,000			-
Issuance of Series A Preferred stock for services		-			-			-				20,000			20,000			-
Series A Preferred stock subscription												2,000			2,000			-
Issuance of common stock for cash		-			-			-				193,300			193,300			-
Issuance of common stock for services												787,750			787,750			-
Issuance of common stock for conversions of notes		-			-			-				28,453			28,453			-
Issuance of common stock for accrued compensation and officer's loans		-			-			-				233,000			233,000			-
Net loss for year ended May 31, 2008		(2,088,759	)		(1,303,244	)		(785,515	)	29		(2,088,759	)		(1,303,244	)		(785,515	)	29
Balance at May 31, 2008 (restated)	$	(13,771,860	)	$	(10,626,915	)	$	(3,144,945	)		$	(7,844,181	)	$	(4,699,236	)	$	(3,144,945	)

See Note A

F-44

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

	For the year ended May 31, 2008										For the year ended May 31, 2007
				as Originally			Effect							as Originally			Effect
	Restated			Filed			of Changes				Restated			Filed			of Changes
Cash flow from operating activities
Net loss	$	(2,088,759	)	$	(1,303,244	)	$	(785,515	)	29	$	(5,660,943	)	$	(5,061,482	)	$	(599,461	)	28
Depreciation and amortization		57,880			62,370			(4,490	)	29A		21,368			21,368			-
Amortization of debt issue costs		124,510			124,510			-				86,663			86,663			-
Expenses paid with stock and options		1,144,606			1,113,063			31,543		29B		216,400			216,400			-
Value of options issued for services		-			-			-				96,767			57,453			39,314		28A
Change in derivative liabilities		(2,041,129	)		(1,619,848	)		(421,281	)	30		(1,643,358	)		(1,583,636	)		(59,722	)	33
Non-cash interest expense and financing costs		1,638,274			934,635			703,639		31		5,246,750			4,921,588			325,162		34
Note payable issued for services		240,000			-			240,000		32		865,000			-			865,000		35
(Increase) decrease in prepaid expenses		125,755			(84,566	)		210,321		32A		(176,689	)		(33,633	)		(143,056	)	35A
(Increase) decrease in deposits		(30,000	)		(30,000	)		-				(1,550	)		(1,550	)		-
(Decrease) increase in accounts payable		127,726			127,726			-				36,330			36,330			-
(Decrease) increase in accrued expenses		129,897			5,307			124,590		32B		(501,629	)		16,827			518,456		35B
(Increase) decrease in accounts receivable		(63	)		0			(63	)	32C
(Increase) decrease in inventory		10,765			10,764			1		32D		(85,595	)		(85,594	)		(1	)
Net cash used in operating activities		(560,538	)		(659,283	)		98,745				(1,500,486	)		(1,409,266	)		(91,220	)

Cash flow from investing activities
Purchase of intangible assets		-			-			-				-			(67,345	)		67,345		35
Purchase of property and equipment		-			-			-				(253,695	)		(277,570	)		23,875		32
Net cash used in investing activities		-			-			-				(253,695	)		(344,915	)		91,220

Cash flow from financing activities
Sale of common stock		193,300			193,300			-				-			-			-
Proceeds from stock subscription		2,000			-			2,000		32C
Refund of common stock purchase		-			-			-				(52,000	)		(52,000	)		-
Proceeds from loans		82,500			108,500			(26,000	)	32C		116,096			116,096			-
Payments on loans		(3,579	)		-			(3,579	)	32C		(1,105	)		(1,105	)		-
Proceeds from convertible notes payable		200,000			200,000			-				1,566,800			1,566,800			-
Proceeds from stockholder and officer loans		135,856			196,511			(60,655	)	32C		26,416			26,416			-
Repayments of stockholder and officer loans		(50,307	)		(39,796	)		(10,511	)	32C		(12,900	)		(12,900	)		-
Net cash provided by financing activities		559,770			658,515			(98,475	)			1,643,307			1,643,307			-

Net cash increase (decrease)		(768	)		(768	)		-				(110,874	)		(110,874	)		-

Cash at beginning of year		238			238			-				111,112			111,112			-

Cash at end of year	$	(530	)	$	(530	)	$	-			$	238		$	238		$	-

See Note A

F-45

Note A

The Company was required to restate its financial statements for the years ended May 31, 2007 and 2008 due to the convertible note agreements that were issued for services rendered to the Company or for notes issued to its CEO for past due salary. These were previously not reflected on the financial statements. The following is a summary of the notes and other adjustments:

A) On March 20, 2004, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $300,000 for salary due from March 27, 1997 through March 28, 1998. This note was issued for work done in founding Ingen Technologies, Inc. (Nevada) and developing the BAFI® product concept. The note did not bear an interest rate and was stated to be due and payable on March 20, 2008. The Company adjusted its retained earnings due to the acquisition of Ingen (Nevada) as a result of this note.

B) On June 1, 2004, the Company issued to MedOx Corporation, Inc. a note in the amount of $225,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $225,000 in the fiscal year ended May 31, 2005 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a four-year term. The Company has accrued interest on the note for the years ended May 31, 2005, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $448,997. The note was discounted up to its face value and the remaining amount of $223,997 was deducted as additional interest expense. The discount has been amortized over the four-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

C) On September 4, 2005, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2006 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a one-year term. The Company has accrued interest on the note for the years ended May 31, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $86,437. The note was discounted up to its face value and the remaining amount of $36,437 was deducted as additional interest expense. The discount has been amortized over the one-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

D) On February 19, 2006, the Company issued to an unrelated accredited third party a note in the amount of $50,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2006 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2006, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $97,837. The note was discounted up to its face value and the remaining amount of $47,837 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

F-46

E) On January 1, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $78,809. The note was discounted up to its face value and the remaining amount of $28,809 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

F) On March 15, 2007, the Company issued to MedOx Corporation, Inc. a note in the amount of $200,000 in consideration for services rendered under an agreement entered into on the same date. The Company has recorded an expense in the amount of $200,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $348,570. The note was discounted up to its face value and the remaining amount of $148,570 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

G) On May 15, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. The Company has recorded an expense in the amount of $50,000 in the fiscal year ended May 31, 2007 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a two-year term. The Company has accrued interest on the note for the years ended May 31, 2007 and 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $92,158. The note was discounted up to its face value and the remaining amount of $42,158 was deducted as additional interest expense. The discount has been amortized over the two-year term of the note. The convertible feature of the note has been revalued at the end of each fiscal year with changes booked as income or loss due to change in derivative liability on the statement of operations in each year.

H) On April 2, 2007, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $565,000 for salary earned in 2003-2004. The note had a stated interest rate of 12% and was stated to be due and payable on April 3, 2012. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) by $300,000 upon the acquisition of the subsidiary on March 15, 2004. This amount relates to the compensation earned and accrued up until the acquisition date. The remaining $265,000 related to compensation earned and accrued for the fiscal year ended May 31, 2004. This amount has been deducted in the fiscal year ended May 31, 2004. As of May 31, 2004, the entire amount of $565,000 was booked as accrued compensation due to an officer. Upon the execution of the note for this amount on April 2, 2007, the accrued compensation was converted into a note due to an officer and reclassified on the balance sheet.

I) On August 7, 2007, the Company issued to an unrelated accredited third party a note in the amount of $315,000 in consideration for services rendered under an agreement entered into on the same date. This note replaced a $75,000 convertible note previously issued on June 1, 2006. Upon the issuance on the new note the original note had accrued interest of $5,913.The Company has recorded an expense in the amount of $315,000 in the fiscal year ended May 31, 2008 and also has adjusted its balance sheet as of the same date to include the convertible note. The note was issued with a 6% interest rate and a one-year term. The Company has accrued interest on the note for the year ended May 31, 2008. Upon the date of the issuance of the note a Black-Scholes valuation was conducted to determine the value of the convertible feature of the note and this feature was valued at $526,881. The note was discounted up to its face value and the remaining amount of $211,881 was deducted as additional interest expense. The discount has been amortized over the one-year term of the note. The convertible feature of the note has been revalued at the end of the fiscal year ended May 31, 2008 with changes booked as income or loss due to change in derivative liability on the statement of operations.

F-47

J) From 2000 through 2006, the Company failed to collect and remit sales taxes on the sales of its Secure Balance units within the state of California. The Board of Equalization of the State of California commenced an audit in 2009 and assessed that the Company owed $112,594 in back sales taxes, interest and penalties. Of this amount, $98,632 has been booked as an adjustment to the loss for the fiscal year ended May 31, 2006 and this same amount has been added as accrued sales taxes payable as of that date. Additional amounts of $8,681 and $4,098 have been booked in the fiscal years ended May 31, 2007 and May 31, 2008, respectively, representing the amounts of tax, interest and penalties due in those fiscal years. The Company paid the amount due in full, along with additional interest in June 2009.

K) The Company had capitalized $67,345 associated with the costs incurred in perfecting and acquiring the rights to certain patents relating to its Oxyview® product. When conducting an impairment analysis the Company believed that it should write off these costs.

L) Options to purchase 1 million shares of preferred stock at a price of $0.04 per share were issued to the Company’s general counsel in December 2006. These options were valued at $39,314. This value was not deducted in the original financial statements and has been deducted in the fiscal year ended May 31, 2007.

Line-by-Line changes to financial statements

The following represent changes on each line of the financial statements and are cross-referenced to the footnote numbers in the comparative financial statements (as restated and as originally filed) as reflected in this Note 19 to the financial statements:

This amount is the net difference of the cost of patents previously capitalized in the amount of $67,345 and the amortization of these patents of $4,490 previously expensed. The net result is a decrease in intangibles from $62,855 to none.

This amount reflects the accrued interest on the notes listed above as of May 31, 2008 and the increase in the accrued sales taxes payable as a result of (H) above. The increase in these accrued amounts were expensed in the following fiscal years:

Additional interest accrued in the year ended May 31, 2005	$	13,500
Additional interest accrued in the year ended May 31, 2006		16,558
Additional interest accrued in the year ended May 31, 2007		37,862
Additional interest accrued in the year ended May 31, 2008		126,405
Accrued sales taxes payable adjustment relating to May 31, 2006		98,632
Accrued sales taxes payable adjustment relating to May 31, 2007		8,681
Accrued sales taxes payable adjustment relating to May 31, 2008		4,098
Accrued interest on retired note		(5,913	)
Total accrued expense adjustment as of May 31, 2008	$	299,823

F-48

This increase represents the additional notes due to Scott Sand as described in (A) and (H) above for $300,000 and $565,000, respectively.

This increase represents the total of the notes described in (B), (C), (D), (E), (F), (G) and (I) above, net of any unamortized note discounts. The total face amount of the notes is $940,000 and the unamortized discount is $177,256 with a net amount of $762,744 as summarized below:

Convertible note dated June 1, 2004	$	225,000
Convertible note dated September 4, 2005		50,000
Convertible note dated February 19, 2006		50,000
Convertible note dated January 1, 2007		50,000
Less unamortized discount		(14,583	)
Convertible note dated March 15, 2007		200,000
Less unamortized discount		(79,167	)
Convertible note dated May 15, 2007		50,000
Less unamortized discount		(23,958	)
Convertible note dated August 7, 2007		315,000
Less unamortized discount		(59,548	)
Less note retired due to new note issuance		(75,000	)
Total net of unamortized discount	$	687,744

This amount represents the increase in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of May 31, 2008. The Company evaluated the convertible notes described in (B), (C), (D), (E), (F), (G) and (I) above and determined that they were not conventional convertible and, therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement the embedded conversion option was bifurcated and has been accounted for as a derivative liability instrument. The increase in the derivative liability on each note is summarized as follows:

	Derivative liability
	as of May 31, 2008
$225,000 Note dated June 1, 2004	$	225,075
$200,000 Note dated March 15, 2007		310,632
$50,000 Note dated September 4, 2005		54,731
$50,000 Note dated January 1, 2007		72,350
$50,000 Note dated May 15, 2007		81,718
$50,000 Note dated February 19, 2006		50,017
$315,000 Note dated August 7, 2007		396,478
Less derivative liability associated with cancelled note		(792	)
Total increase in derivative liability as of May 31, 2008	$	1,190,209

F-49

The increase in the accumulated deficit as of May 31, 2008 is a result of the increased expenses that resulted in the issuance of the convertible notes and the notes to the Company’s officer described in (A)-(I) above. The deficit was also affected by the changes in the derivative liability associated with the convertible feature of the notes. The following is a year-by-year summary of the increases in the Company’s losses:

Adjustments to the accumulated deficit of Ingen (Nevada) which changed the accumulated deficit after the merger on March 15, 2004:

Additional salary accrued to Scott Sand in 1997-1998	$	(300,000	)
Additional salary accrued to Scott Sand in 2003		(300,000	)
Additional salary accrued to Scott Sand in 2004		(265,000	)
Total adjustment to accumulated deficit in fiscal years ending May 31, 2004 and prior	$	(865,000	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2005:

Increase in SG&A as a result of the agreement described in (B) above	$	(225,000	)
Accrued interest on note described in (B) above		(13,500	)
Black Scholes value of convertible feature exceeding face value of note (additional interest expense)		(223,997	)
Amortization of note discount recorded as additional Interest expense		(56,250	)
Decrease in derivative liability from issuance date to the end of the year (booked as other income)		9,410
Total change in loss for fiscal year ended May 31, 2005	$	(509,335	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2006

Increase in SG&A as a result of the agreements described in (C) and (D) above	$	(100,000	)
Accrued interest on note described in (B) above		(13,500	)
Accrued interest on note described in (C) above	$	(2,217	)
Accrued interest on note described in (D) above		(842	)
Accrued sales taxes payable		(98,632	)
Black Scholes value of convertible feature exceeding face value of note described in (C) above		(36,437	)
Black Scholes value of convertible feature exceeding face value of note described in (D) above		(47,837	)
Amortization of note discounts		(115,292	)
Decreases in derivative liabilities in fiscal year		29,123
Total change in loss for fiscal year ended May 31, 2006	$	(385,634	)

F-50

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2007

Increase in SG&A as a result of the agreements described in (E) (F) and (G) above	$	(300,000	)
Less: Amounts prepaid under agreements		143,056
Accrued interest on note described in (B) above		(13,500	)
Accrued interest on note described in (C) above		(6,375	)
Accrued interest on note described in (D) above		(3,000	)
Accrued interest on note described in (E) above		(1,250	)
Accrued interest on note described in (F) above		(2,500	)
Accrued interest on note described in (G) above		(125	)
Accrued interest to officer on note described in (H) above		(11,112	)
Black Scholes value of convertible feature exceeding face value of note described in (E) above		(28,809	)
Black Scholes value of convertible feature exceeding face value of note described in (F) above		(42,158	)
Black Scholes value of convertible feature exceeding face value of note described in (G) above		(148,570	)
Amortization of note discounts		(129,500	)
Sales tax adjustment		(8,681	)
Decreases in derivative liabilities in fiscal year		59,722
Write off patents described in (K) above		(67,345	)
Deduct value of options for preferred stock described in (L) above		(39,314	)
Total change in loss for fiscal year ended May 31, 2007	$	(599,461	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2008

Increase in SG&A as a result of the agreements described in (I) above	$	(315,000	)
Less: Amount of retired note (replaced by note in (I))		75,000
Less: Accrued interest on retired note		5,537
Prepaid expenses as of beginning of year written off		(143,056	)
Sales tax adjustment in year ended May 31, 2008		(4,098	)
Accrued interest on note described in (B) above		(13,500	)
Accrued interest on note described in (C) above		(7,500	)
Accrued interest on note described in (D) above		(4,275	)
Accrued interest on note described in (E) above		(3,000	)
Accrued interest on note described in (F) above		(12,000	)
Accrued interest on note described in (G) above		(3,000	)
Accrued interest on note described in (I) above		(15,330	)
Accrued interest to officer on note described in (H) above		(67,800	)
Black Scholes value of convertible feature exceeding face value of note described in (I) above		(211,881	)
Amortization of note discounts		(491,383	)
Decreases in derivative liabilities in fiscal year		421,281
Add back of amortization of patents described in (L) above		4,490
Total change in loss for fiscal year ended May 31, 2008	$	(785,515	)

F-51

The total adjustment to the accumulated deficit as of May 31, 2008 is calculated by adding the above changes to the loss in each fiscal year:

Increase in loss for fiscal years May 31, 2004 and prior	$	(865,000	)
Increase in loss for the fiscal year ended May 31, 2005		(509,335	)
Increase in loss for the fiscal year ended May 31, 2006		(385,634	)
Increase in loss for the fiscal year ended May 31, 2007		(599,461	)
Increase in loss for the fiscal year ended May 31, 2008		(785,515	)
Total change in accumulated deficit as of May 31, 2008	$	(3,144,945	)

This amount is the cost of patents previously capitalized in the amount of $67,345 as described in (L) above. The result is a decrease in intangibles from $67,345 to none.

This amount reflects the accrued interest on the notes listed above as of May 31, 2007 and the increase in accrued sales taxes payable as described in (H) above. The increase in these accrued amounts were expensed in the following fiscal years:

Additional interest accrued in the year ended May 31, 2005	$	13,500
Additional interest accrued in the year ended May 31, 2006		16,558
Additional interest accrued in the year ended May 31, 2007		37,863
Accrued sales taxes payable adjustment		107,312
Total accrued expense adjustment as of May 31, 2007	$	175,233

This increase represents the additional notes due to Scott Sand as described in (A) and (H) above for $300,000 and $565,000, respectively.

10)

This increase represents the additional notes due to Scott Sand as described in (A) and (H) above for $300,000 and $565,000, respectively.

Convertible note dated September 4, 2005	$	50,000
Convertible note dated February 19, 2006		50,000
Total	$	100,000

11)	This increase represents the total of the notes described in (B), (E), (F) and (G) above, net of any unamortized note discounts. The total face amount of the notes is $525,000 and the unamortized discount is $323,959 with a net amount of $201,041 as summarized below:

Convertible note dated June 1, 2004	$	225,000
Less unamortized discount		(56,250	)
Convertible note dated January 1, 2007		50,000
Less unamortized discount		(39,583	)
Convertible note dated March 15, 2007		200,000
Less unamortized discount		(179,167	)
Convertible note dated May 15, 2007		50,000
Less unamortized discount		(48,959	)

Total net of unamortized discount	$	201,041

F-52

12)

This amount represents the increase in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of May 31, 2007. The Company evaluated the convertible notes described in (B), (C), (D), (E), (F) and (G) above and determined that they were not conventional convertible and, therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement the embedded conversion option was bifurcated and has been accounted for as a derivative liability instrument. The increase in the derivative liability on each note is summarized as follows:

	Derivative liability
	as of May 31, 2007
$225,000 Note dated June 1, 2004	$	375,170
$200,000 Note dated March 15, 2007		364,905
$50,000 Note dated September 4, 2005		54,713
$50,000 Note dated January 1, 2007		89,525
$50,000 Note dated May 15, 2007		92,628
$50,000 Note dated February 19, 2006		77,612
	$	1,054,553

13)

The increase in the accumulated deficit as of May 31, 2008 is a result of the increased expenses that resulted in the issuance of the convertible notes and the notes to the Company’s officer described in (A)-(H) above. The deficit was also affected by the changes in the derivative liability associated with the convertible feature of the notes. The following is a summary of the increases in the Company’s losses by year as described in (5) above:

Increase in loss for fiscal years May 31, 2004 and prior	$	(865,000	)
Increase in loss for the fiscal year ended May 31, 2005		(509,335	)
Increase in loss for the fiscal year ended May 31, 2006		(385,634	)
Increase in loss for the fiscal year ended May 31, 2007		(599,461	)

Total change in accumulated deficit as of May 31, 2007	$	(2,359,430	)

14)

This increase is a result of the expense incurred associated with the agreement and convertible note described in (I) above (net of note retired and accrued interest thereon) as well as the sales tax adjustment for the year:

Increase in SG&A as a result of the agreements described in (I) above	$	(315,000	)
Less: Amount of retired note (replaced by note in (I))		75,000
Less: Accrued interest on retired note		5,537
Prepaid expenses as of beginning of year written off		(143,056	)
Sales tax adjustment in year ended May 31, 2008		(4,098	)
Add back of amortization of patents described in (L) above		4,490
Total change in SG&A for fiscal year ended May 31, 2008	$	(377,127	)

F-53

15)

The increase in interest expense for the year ended May 31, 2008 is a result of the accrual of additional interest expense on the notes described in (B)-(I) above, the amortization of the note discounts and the valuation of the convertible feature of note (I) above that exceeded the face value of the note. This is summarized as follows:

Accrued interest on note described in (B) above	$	(13,500	)
Accrued interest on note described in (C) above		(7,500	)
Accrued interest on note described in (D) above		(4,275	)
Accrued interest on note described in (E) above		(3,000	)
Accrued interest on note described in (F) above		(12,000	)
Accrued interest on note described in (G) above		(3,000	)
Accrued interest on note described in (I) above		(15,330	)
Accrued interest to officer on note described in (H) above		(67,800	)
Black Scholes value of convertible feature exceeding face value of note described in (I) above		(211,881	)
Amortization of note discounts		(491,383	)

Total change in Interest expense for fiscal year ended May 31, 2008	$	(829,669	)

16)

This increase in the income due to change in derivative liability is a result of the change in the Black Scholes valuation of the convertible feature of the notes listed in (B)-(G) and (I) above. This increase is summarized as follows:

	Change in Derivative Income in Year Ended May 31, 2008
$225,000 Note dated June 1, 2004	$	251,099
$200,000 Note dated March 15, 2007		82,963
$50,000 Note dated September 4, 2005		(419	)
$50,000 Note dated January 1, 2007		26,226
$50,000 Note dated May 15, 2007		16,655
$50,000 Note dated February 19, 2006		55,188
$315,000 Note dated August 7, 2007		130,406
$75,000 Note (retired)		(140,837	)
	$	421,281

17)

The change in net loss per share is a result of the effect of the 3,000 for one reverse stock split that was effectuated on March 18, 2009. (The reverse stock split of 600 for one was already adjusted for in the originally stated balance).

F-54

18)

The change in weighted average number of shares outstanding is a result of the effect of the 3,000 for one reverse stock split that was effectuated on March 18, 2009. This effect isn’t precisely a reduction of 3,000:1 due to rounding up of fractional shares. (The reverse stock split of 600 for one was already adjusted for in the originally stated balance)

19)

This increase in SG&A is a result of the additional expense due to the agreements described in (E) (F) and (G) above, less prepaid balance. Additionally, it includes the sales tax adjustment of $8,681 recorded in the fiscal year ended May 31, 2007:

Increase in SG&A as a result of the agreements described in (E) (F) and (G) above	$	(300,000	)
Less: Amounts prepaid under agreements		143,056
Sales tax adjustment		(8,681	)
Write off patents described in (K) above		(67,345	)
Deduct value of options for preferred stock described in (L) above		(39,314	)

Total change in SG&A for fiscal year ended May 31, 2007	$	(272,284	)

20)

The increase in interest expense for the year ended May 31, 2007 is a result of the accrual of additional interest expense on the notes described in (B)-(H) above, the amortization of the note discounts and the valuation of the convertible feature of notes (E), (F) and (G) above that exceeded the face value of the note. This is summarized as follows:

Accrued interest on note described in (B) above	$	(13,500	)
Accrued interest on note described in (C) above		(6,375	)
Accrued interest on note described in (D) above		(3,000	)
Accrued interest on note described in (E) above		(1,250	)
Accrued interest on note described in (F) above		(2,500	)
Accrued interest on note described in (G) above		(125	)
Accrued interest to officer on note described in (H) above		(11,112	)
Black Scholes value of convertible feature exceeding face value of note described in (E) above		(28,809	)
Black Scholes value of convertible feature exceeding face value of note described in (F) above		(42,158	)
Black Scholes value of convertible feature exceeding face value of note described in (G) above		(148,570	)
Amortization of note discounts		(129,500	)

Total increase in interest expense	$	(386,899	)

F-55

21)

	Change in Derivative Income in Current year
$225,000 Note dated June 1, 2004	$	59,828
$200,000 Note dated March 15, 2007		(16,335	)
$50,000 Note dated September 4, 2005		9,770
$50,000 Note dated January 1, 2007		(10,716	)
$50,000 Note dated May 15, 2007		(470	)
$50,000 Note dated February 19, 2006		17,645
	$	59,722

22)

23)

24)

The change in number of shares outstanding as of May 31, 2006, May 31, 2007 and May 31, 2008 is a result of the effect of the 3,000 for one reverse stock split that was effectuated on March 18, 2009. This effect isn’t precisely a reduction of 3,000:1 due to rounding up of fractional shares. (The reverse stock split of 600 for one was already adjusted for in the originally stated balance)

25)

The change in the number of shares associated with these various stock issuances is a result of the effect of the 3,000 for one reverse stock split that was effectuated on March 18, 2009. This effect isn’t precisely a reduction of 3,000:1 due to rounding up of fractional shares. (The reverse stock split of 600 for one was already adjusted for in the originally stated balance)

26)

This change is a result of the expensing of options issued to purchase preferred stock to a consultant. The value of the options was measured to be $39,314 using a Black Scholes model on the date of issuance of December 17, 2006.

27)

The change in accumulated deficit as of May 31, 2006 is a result of the changes described in (5) above that relate to the years ended May 31, 2006 and prior. These changes are summarized as follows:

Increase in loss for fiscal years May 31, 2004 and prior	$	(865,000	)
Increase in loss for the fiscal year ended May 31, 2005		(509,335	)
Increase in loss for the fiscal year ended May 31, 2006		(385,634	)

Total change in accumulated deficit as of May 31, 2006	$	(1,759,969	)

F-56

28)

The loss for the year ended May 31, 2007 is described as part of (5) above and is summarized as follows:

Increase in SG&A as a result of the agreements described in (E) (F) and (G) above	$	(300,000	)
Less: Amounts prepaid under agreements		143,056
Accrued interest on note described in (B) above		(13,500	)
Accrued interest on note described in (C) above		(6,375	)
Accrued interest on note described in (D) above		(3,000	)
Accrued interest on note described in (E) above		(1,250	)
Accrued interest on note described in (F) above		(2,500	)
Accrued interest on note described in (G) above		(125	)
Accrued interest to officer on note described in (H) above		(11,112	)
Black Scholes value of convertible feature exceeding face value of note described in (E) above		(28,809	)
Black Scholes value of convertible feature exceeding face value of note described in (F) above		(42,158	)
Black Scholes value of convertible feature exceeding face value of note described in (G) above		(148,570	)
Amortization of note discounts		(129,500	)
Sales tax adjustment		(8,681	)
Decreases in derivative liabilities in fiscal year		59,722
Write off patents described in (K) above		(67,345	)
Deduct value of options for preferred stock described in (L) above		(39,314	)

Total change in loss for fiscal year ended May 31, 2007	$	(599,461	)

28A)

This increase is a result of the Series A preferred stock options that were not previously reported in the fiscal year ended May 31, 2007 as described in (26) above.

29)

The loss for the year ended May 31, 2008 is described as part of (5) above and is summarized as follows:

Increase in SG&A as a result of the agreements described in (I) above	$	(315,000	)
Less: Amount of retired note (replaced by note in (I))		75,000
Less: Accrued interest on retired note		5,537
Prepaid expenses as of beginning of year written off		(143,056	)
Sales tax adjustment in year ended May 31, 2008		(4,098	)
Accrued interest on note described in (B) above		(13,500	)
Accrued interest on note described in (C) above		(7,500	)
Accrued interest on note described in (D) above		(4,275	)
Accrued interest on note described in (E) above		(3,000	)
Accrued interest on note described in (F) above		(12,000	)
Accrued interest on note described in (G) above		(3,000	)
Accrued interest on note described in (I) above		(15,330	)
Accrued interest to officer on note described in (H) above		(67,800	)
Black Scholes value of convertible feature exceeding face value of note described in (I) above		(211,881	)
Amortization of note discounts		(491,383	)
Decreases in derivative liabilities in fiscal year		421,281
Add back of amortization of patents described in (L) above		4,490

Total change in loss for fiscal year ended May 31, 2008	$	(785,515	)

F-57

29A)

The change in depreciation and amortization is a result of the Company writing off its patents and not amortizing them in the fiscal year ended May 31, 2008 as described in (1) above.

29B)

This amount was erroneously reported on the original filing and has been corrected.

30)

The increase in the change in derivative liability for the year ended May 31, 2008 is described in (16) above.

31)

The change in the non-cash interest expense for the year ended May 31, 2008 is described in (15) above.

32)

The increase in SG&A for the year ended May 31, 2008 is described in (14) above. This amount represents the new note issued for services in the amount of $315,000, net of the $75,000 note that was cancelled as part of the same transaction, for a net increase of $240,000.

32A)

This change represents a decrease in prepaid expenses in the amount of $143,056 written off in the fiscal year ended May 31, 2008 as shown in (29) above. The remaining difference was a result of erroneous reporting in the original filing which has been corrected.

32B)

This amount represents additional interest accrued on previously unrecorded notes, accrued interest on the $75,000 note that was cancelled and the amount of previously unrecorded sales taxes payable attributable to the fiscal year ended May 31, 2008. These amounts are summarized as follows:

Additional interest accrued in the year ended May 31, 2008	$	126,405
Accrued sales taxes payable adjustment relating to May 31, 2008		4,098
Accrued interest on retired note		(5,913	)

Total accrued expense adjustment as of May 31, 2008	$	124,590

32C)

This amount was erroneously reported on the original filing and has been corrected.

32D)

Rounding.

33)

The increase in the change in derivative liability for the year ended May 31, 2007 is described in (21) above.

34)

The change in the non-cash interest expense for the year ended May 31, 2007 is described in (20) above. This amount accounts for 386,899 of the difference. The remaining amount of $61,737 is the result of an error on the originally reported financial statements and has been adjusted.

35)

This increase represents the additional notes due to Scott Sand as described in (A) and (H) above for $300,000 and $565,000, respectively.

F-58

35A)

This increase represents the additional notes due to Scott Sand as described in (A) and (H) above for $300,000 and $565,000, respectively.

35B)

This amount represents the conversion of $565,000 in accrued salary to Scott Sand that was converted into a note in the fiscal year ended May 31, 2007 (a decrease in this amount), the additional accrued interest on previously unrecorded notes in the amount of $37,863 (an increase) and the additional sales taxes due as a result of the state of California sales tax audit (an increase). These amounts are summarized as follows:

Additional interest accrued in the year ended May 31, 2007	$	37,863
Sales tax adjustment		8,681
Conversion of accrued salary into note		(560,000	)
Total change in accrued expenses	$	(518,456	)

35C)

The intangibles (cost of patent) previously capitalized were written off as described in (7) above.

36)

37)

The increase in prepaid expenses represents the prepaid portion of the agreements described in (E), (F) and (G) above.

38)

The change in accrued expenses are a result of accrued interest on previously unrecorded notes and the current fiscal year’s sales tax adjustment. The total effect is summarized as follows:

Accrued interest on note described in (B) above	$	13,500
Accrued interest on note described in (C) above		6,375
Accrued interest on note described in (D) above		3,000
Accrued interest on note described in (E) above		1,250
Accrued interest on note described in (F) above		2,500
Accrued interest on note described in (G) above		125
Accrued interest to officer on note described in (H) above		11,112
Sales tax adjustment		8,681

Total change in accrued expenses	$	46,543

39)

This amount is the cost of patents previously capitalized in the amount of $67,345 as described in (L) above. The result is a decrease in amounts paid for intangibles from $67,345 to none.

Quarterly Restated Interim Statements

We have restated our financial statements for the fiscal years ended May 31, 2008 and 2007. As a result of the causes for these restatements, we have also restated our quarterly financials for the quarters ended August 31, 2006, November 30, 2006, February 28, 2007, August 31, 2007, November 30, 2007 and February 29, 2008. The effects of the change to each line of financial statements are noted below. In brief, our financial statements have been adjusted due to unrecorded liabilities with origination dates from 1997-2007. These unrecorded liabilities were issued in the form of convertible notes for services rendered or notes due to officers for past due salary. The convertible notes also had derivative liabilities associated with the convertible feature which resulted in additional changes to the financial statements. These restated financial statements also include adjustments for a sales tax audit conducted by the state of California and the write off of certain costs previously capitalized as intangible assets.

F-59

INGEN TECHNOLOGIES, INC.

INTERIM FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET (UNAUDITED)

AUGUST 31, 2006

	Unaudited Balance on August 31, 2006
	Restated			Original			Effect of Change
Current Assets
Cash	$	824,575		$	824,575		$	-

Total Current Assets		824,575			824,575			-

Property and equipment net		85,327			85,327			-

Debt issue costs, net of accumulated amortization of $16,400		291,800			291,800			-

Total Other Assets		291,800			291,800			-

TOTAL ASSETS	$	1,201,702		$	1,201,702		$	-

Current Liabilities
Accounts payable	$	48,186		$	48,186			-
Accrued expenses		876,221			177,655			698,566		(1	)
Officer's loans		306,886			6,886			300,000		(2	)
Convertible notes payable		50,000			-			50,000		(3	)

Total Current Liabilities		1,281,293			232,727			1,048,566

Long-term liabilities
Convertible notes payable, net of unamortized discount of $1,446,168 and $1,366,929		142,831			7,290			135,541		(3	)

Derivative liabilities		4,394,024			3,860,069			533,955		(4	)

Total Long-term Liabilities		4,536,855			3,867,359			669,496

Stockholders' Deficit
Preferred stock Series A, no par value, $1.00 per share liquidation preference, 40,000,000 shares authorized 14,134,547 issued and outstanding as of August 31, 2006, total liquidation preference of $14,134,547		734,980			734,980			-
Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 599 and 29,709,610as of August 31, 2006Series A preferred stock subscription		(220,000	)		(220,000	)		-
Accumulated Deficit		(8,746,365	)		(7,028,303	)		(1,718,062	)	(5	)

Total Stockholders' Deficit		(4,616,446	)		(2,898,384	)		(1,718,062	)

Total Liabilities and Stockholders' Deficit	$	1,201,702		$	1,201,702		$	-

F-60

(1)

The change in accrued expenses as of August 31, 2006 is a result of three factors:

(a)

First, on April 2, 2007, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $565,000 for salary earned in 2003-2004. The note had a stated interest rate of 12% and was stated to be due and payable on April 3, 2012. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) by $300,000 upon the acquisition of the subsidiary on March 15, 2004. This amount relates to the compensation earned and accrued up until the acquisition date. The remaining $265,000 related to compensation earned and accrued for the fiscal year ended May 31, 2004. This amount has been deducted in the fiscal year ended May 31, 2004. As of May 31, 2004, the entire amount of $565,000 was booked as accrued compensation due to an officer. Upon the execution of the note for this amount on April 2, 2007, the accrued compensation was converted into a note due to an officer and reclassified on the balance sheet.

(b)

From 2000 through 2006, the Company failed to collect and remit sales taxes on the sales of its Secure Balance units within the state of California. The Board of Equalization of the State of California commenced an audit in 2009 and assessed that the Company owed $112,594 in back sales taxes, interest and penalties. Of this amount, $98,632 has been booked as an adjustment to the loss for the fiscal year ended May 31, 2006 and this same amount has been added as accrued sales taxes payable as of that date.

(c)

The Company has accrued interest on three notes that were issued prior to August 31, 2006 on which interest has been accrued. On June 1, 2004, the Company issued to MedOx Corporation, Inc. a note in the amount of $225,000 in consideration for services rendered under an agreement entered into on the same date. On September 4, 2005, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. On February 19, 2006, the Company issued to an unrelated accredited third party a note in the amount of $50,000 in consideration for services rendered under an agreement entered into on the same date. All three of these notes had a stated interest rate of 6% per annum. The Company has accrued interest from the dates of the notes through August 31, 2006 in the amount of $34,934.

In summary the changes to accrued expenses as of August 31, 2006 are as follows:

Additional accrued officer's compensation	$	565,000
Sales tax payable		98,632
Additional accrued interest		34,934
Change in Accrued expenses as of August 31, 2006		698,566

(2)

On March 20, 2004, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $300,000 for salary due from March 27, 1997 through March 28, 1998. This note was issued for work done in founding Ingen Technologies, Inc. (Nevada) and developing the BAFI® product concept. The note did not bear an interest rate and was stated to be due and payable on March 20, 2008. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) upon the acquisition of the subsidiary on March 15, 2004.

F-61

(3)

The three notes referenced in 1(c) above have been adjusted for on the restated financial statements. Due to the convertibility feature embedded within the convertible debentures, a discount on the notes was recorded that was amortized over the life of the notes. The change in the convertible note payable balance, net of unamortized discount, as of August 31, 2006 is as follows:

Note dated June 1, 2004	225,000
Note dated September 4, 2005	50,000
Note dated February 19, 2006	50,000
Unamortized discount on previously unrecorded notes	(139,459	)
Change in Convertible note payable balance as of August 31, 2006	185,541

Change in Convertible note payable – short-term	50,000
Change in Convertible note payable – long-term	135,541
Change in Convertible note payable balance as of August 31, 2006	185,541

(4)

This amount represents the increase in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of August 31, 2006. The Company evaluated the convertible notes described in 1(c) above and determined that they were not conventional convertible and, therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement the embedded conversion option was bifurcated and has been accounted for as a derivative liability instrument. The total derivative liability associated with these previously unrecorded debentures was $533,955 as of August 31, 2006.

(5)

The increase in the accumulated deficit as of August 31, 2006 is a result of the increased expenses that resulted in the issuance of the convertible notes and the notes to the Company’s officer described in (1) above. The deficit was also affected by the changes in the derivative liability associated with the convertible feature of the notes and the other adjustments described above. The following is a year-by-year summary of the increases in the Company’s losses:

Adjustments to the accumulated deficit of Ingen (Nevada) which changed the accumulated deficit after the merger on March 15, 2004:

Additional salary accrued to Scott Sand in 1997-1998	$	( 300,000	)
Additional salary accrued to Scott Sand in 2003		( 300,000	)
Additional salary accrued to Scott Sand in 2004		(265,000	)
Total adjustment to accumulated deficit in fiscal years ending May 31, 2004 and prior	$	(865,000	)

F-62

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2005:

Increase in SG&A as a result of the agreement described in 1(c) above	$	(225,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Black Scholes value of convertible feature exceeding face value of note (additional interest expense)		(223,997	)
Amortization of note discount recorded as additional interest expense		(56,250	)
Decrease in derivative liability from issuance date to the end of the year (booked as other income)		9,412
Total change in loss for fiscal year ended May 31, 2005	$	(509,335	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2006:

Increase in SG&A as a result of the agreements described in 1(c) above	$	(100,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Accrued interest on note described in 1(c) above	$	(2,217	)
Accrued interest on note described in 1(c) above		(842	)
Accrued sales taxes payable		(98,632	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(36,437	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(47,837	)
Amortization of note discounts		(115,292	)
Decreases in derivative liabilities in fiscal year		29,062
Total change in loss for fiscal year ended May 31, 2006	$	(385,695	)

Changes in fiscal years prior to May 31, 2005	(865,000	)
Change in fiscal year ended May 31, 2005	(509,335	)
Change in fiscal year ended May 31, 2006	(385,695	)
Change in loss for quarter ended August 31, 2006	41,968
Total change in accumulated deficit as of August 31, 2006	(1,718,062	)

F-63

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF

OPERATIONS (UNAUDITED)

	Three months ended August 31, 2006										Three months ended August 31, 2005
	Restated			Original			Effect of Change				Restated			Original			Effect of Change

Sales	$	189,158		$	189,158		$	-			$	532,872		$	532,872		$	-

Cost of Sales		115,547			115,547			-				85,046			85,046			-

Gross Profit		73,611			73,611			-				447,826			447,826			-

General and administrative expenses		329,104			329,104			-				559,246			559,246			-

Operating loss		(255,493	)		(255,493	)		-				(111,420	)		(111,420	)		-

Interest expense		(3,559,790	)		(3,540,915	)		(18,875	)	(6)		(1,542	)		(1,542	)		-
Change in derivative liabilities		1,091,937			1,031,094			60,843		(7)		-			-			-

Loss before provision for income taxes		(2,723,346	)		(2,765,314	)		41,968		(8)		(112,962	)		(112,962	)		-

Provision for income taxes		800			800			-				800			800			-

Net loss	$	(2,724,146	)	$	(2,766,114	)	$	41,968		(8)	$	(113,762	)	$	(113,762	)	$	-

Basic net loss per weighted share	$	(4,547.82	)	$	(0.12	)	$	(4,547.70	)	(9)	$	(189.92	)	$	(0.05	)	$	(189.87	)	(9)

Basic weighted average shares outstanding		599			22,207,208			(22,206,609	)	(10		599			2,205,309			(2,204,710	)	(10)

(6)

The additional interest expense for the quarter ended August 31, 2006 was as a result of the accrued interest on the notes described in 1(c) above. Also, the unamortized discount on these notes was recorded as an additional interest expense relating to the Company’s financing costs.

Additional accrued interest			4,875
Additional amortization of debt discount			14,000
Total change in interest expense for quarter ended August 31, 2006			18,875

(7)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of August 31, 2006. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $60,843 as other income in the quarter ended August 31, 2006.

(8)

The total change in the loss in the quarter ended August 31, 2006 is a sum of (6) and (7) above. These amounts are summarized as follows:

Change in interest expense	(18,875	)
Change in income due to change in derivative liability	60,843
Total change in net loss for quarter ended August 31, 2006	41,968

(9)

The change in net loss per share is a result of the effect of the 600 for one reverse stock split on August 27, 2008 and the 3,000 for one reverse stock split that was effectuated on March 18, 2009.

(10)

The change in weighted average number of shares outstanding is a result of the effect of the 600 for one reverse stock split on August 27, 2008 and the 3,000 for one reverse stock split that was effectuated on March 18, 2009. This effect isn’t precisely a reduction of 3,000:1 due to rounding up of fractional shares.

F-64

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three months ended August 31, 2007											Three months ended August 31, 2006
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

CASH FLOWS FROM OPERATIONS:
Net loss		(1,830,318	)		(1,377,336	)		(452,982	)	(55	)		(2,724,146	)		(2,766,114	)		41,968		(60	)
Adjustments to Reconcile Net loss to Net Cash Used in Operations:
Depreciation and Amortization		40,400			40,400			-					20,976			20,976			-
(Increase) Decrease in:
Accounts receivable		-			-			-					-			-			-
Change in derivative liabilities		277,156			573,779			(296,623	)	(54	)		(1,091,937	)		(1,031,094	)		(60,843	)	(59	)
Noncash interest expense and financing costs		749,663			385,347			364,316		(61	)		3,537,454			3,523,454			14,000		(63	)
Increase (Decrease) in:
Accounts receivable		(78,090	)		(78,090	)		-					-			-			-
Inventory		10,642			10,642			-					-			-			-
Accounts payable		(3,863	)		(3,863	)		-					-			-			-
Accrued expenses		110,077			81,472			28,605		(62	)		2,737			(2,138	)		4,875		(64	)
Prepaid expenses		15,526			15,526			-					-			-			-
Expenses paid with stock and notes		436,684			80,000			356,684		(52	)		-			-			-

NET CASH USED IN OPERATING ACTIVITIES		(272,123	)		(272,123	)		-					(254,916	)		(254,916	)		-

CASH FLOW FROM INVESTING ACTIVITIES
Additions to property and equipment		-			-			-					(34,480	)		(34,480	)		-

NET CASH USED IN INVESTING ACTIVITIES		-			-			-					(34,480	)		(34,480	)		-

CASH FLOW FROM FINANCING ACTIVITIES
Repayments on officer's loan		(3,000	)		(3,000	)		-					(63,941	)		(63,941	)		-
Proceeds from loan from officer		11,486			11,486			-					-			-			-
Repayments on notes payable		(3,635	)		(3,635	)		-					-			-			-
Proceeds from issuance of common stock		74,800			74,800			-					-			-			-
Proceeds from issuance of convertible debt		200,000			200,000			-					1,066,800			1,066,800			-

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES		279,651			279,651			-					1,002,859			1,002,859			-

NET INCREASE (DECREASE) IN CASH		7,528			7,528			-					713,463			713,463			-

Cash balance at Beginning of Period		238			238			-					111,112			111,112			-

CASH BALANCE AT END OF PERIOD	$	7,766		$	7,766		$	-				$	824,575		$	824,575		$	-

Supplemental Disclosures of Cash Flow information:
Interest paid	$	4,988		$	4,988		$	-				$	-		$	-		$	-
Taxes paid	$	800		$	800		$	-				$	-		$	-		$	-
Noncash Financing Activities
Issuance of warrants in connection with convertible debt	$	-		$	-		$	-				$	1,987,478		$	1,987,478		$	-
Recorded a beneficial conversion feature	$	428,343		$	428,343		$	-				$	2,903,777		$	2,903,777		$	-
Stock subscription receivable	$	45,000		$	45,000		$	-				$	220,000		$	220,000		$	-

(52)

The non-cash interest expense change in the quarter ended August 31, 2007 is a result of the additional amortization of the debt discount on previously unrecorded notes and the interest adjustment due to the derivative liability on the convertible notes discussed in (43) above. These interest components are described in (53) above and are summarized as follows:

Additional amortization of debt discount in quarter ended August 31, 2007			122,379
Interest adjustment due to derivative liability on new note			241,937
Total non-cash interest financing expense in quarter ended August 31, 2007			364,316

(53)	The additional accrued expenses in the quarter ended August 31, 2007 represent the additional interest accrued on the previously unrecorded notes described in (43), (45) and (47) above. This amount equals $28,605.

(54)	The unamortized discount on the notes described in (45) above was recorded as an additional interest expense relating to the Company’s financing costs. This amount was equal to $14,000 in the quarter ended August 31, 2006.

(55)	The additional interest expense for the quarter ended August 31, 2006 was as a result of the accrued interest on the notes described in (45) above. This amount was equal to $4,875 in the quarter ended August 31, 2006.

F-65

INGEN TECHNOLOGIES, INC.

INTERIM FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET (UNAUDITED)

NOVEMBER 30, 2007

	Unaudited Balance on November 30, 2007

	Restated			Original			Effect of Change

Current Assets
Cash	$	1,161		$	1,161		$	-
Accounts receivable		15,271			15,271			-
Inventory		74,943			74,943
Prepaid expenses		10,481			10,481			-

Total Current Assets		101,856			101,856			-

Property and equipment net of accumulated depreciation of $148,716		258,900			258,900			-

Debt issue costs, net of accumulated amortization of $148,716		229,958			229,958			-
Other assets		1,550			68,895			(67,345	)	(65	)

Total Other Assets		231,508			298,853			(67,345	)

TOTAL ASSETS	$	592,264		$	659,609		$	(67,345	)

Current Liabilities
Accounts payable	$	201,726		$	201,726			-
Accrued expenses		438,697			348,833			89,864		(66	)
Taxes payable		115,663			8,350			107,313		(67	)
Current portion of long-term debt		14,539			14,539			-
Short-term loan		10,733			10,733			-
Officer's loans		965,850			100,850			865,000		(68	)
Convertible notes payable, net of		348,480			-			348,480		(69	)

Total Current Liabilities		2,095,688			685,031			1,033,511

Long-term liabilities
Note payable		94,333			94,333
Convertible notes payable, net of unamortized discount of $1,343,747		791,253			791,253			-
Derivative liabilities		6,429,263			5,037,714			1,391,549		(70	)

Total Long-term Liabilities		7,314,849			5,923,300			1,391,549

Stockholders' Deficit
Preferred stock Series A, no par value, $1.00 per share liquidation preference, 40,000,000 shares authorized 16,078,991 issued and outstanding as of November 30, 2007, total liquidation preference of $16,078,991		712,627			673,313			39,314		(70a	)
Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 43,747,110 as of November 30, 2007		4,110,949			4,110,949			-
Series A preferred stock subscription		(220,000	)		(220,000	)		-
Accumulated Deficit		(13,421,849	)		(10,512,984	)		(2,908,865	)	(71	)

Total Stockholders' Deficit		(8,818,273	)		(5,948,722	)		(2,869,551	)

Total Liabilities and Stockholders' Deficit	$	592,264		$	659,609		$	(67,345	)

(65)

The Company had previously capitalized $67,345 associated with the costs incurred in perfecting and acquiring the rights to certain patents relating to its Oxyview® product. When conducting an impairment analysis in conjunction with its restated audit for May 31, 2007, the Company wrote off these costs.

(66)

The Company entered into three convertible notes that were issued from January 2007-May 2007 for services rendered to the Company that were previously not disclosed. Each note had a stated interest rate of 6% and was issued for services rendered to the Company for contracts with terms of six months. On January 1, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. On March 15, 2007, the Company issued to MedOx Corporation, Inc. a note in the amount of $200,000 in consideration for services rendered under an agreement entered into on the same date. On May 15, 2007, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. This value of the note was booked as a prepaid expense and amortized over the term of the contract. As of August 31, 2007, the prepaid amount associated with this contract was $20,834. The prepaid amounts associated with the other contracts were fully amortized as of August 31, 2007. In addition to the notes entered into in 2007, for which interest was accrued, the Company entered into other convertible notes prior to 2007. On June 1, 2004, the Company issued to MedOx Corporation, Inc. a note in the amount of $225,000 in consideration for services rendered under an agreement entered into on the same date. On September 4, 2005, the Company issued to Xcel Associates, Inc. a note in the amount of $50,000 in consideration for services rendered under an Investor Relation’s Agreement entered into on the same date. On February 19, 2006, the Company issued to an unrelated accredited third party a note in the amount of $50,000 in consideration for services rendered under an agreement entered into on the same date. All three of these notes had a stated interest rate of 6% per annum. Additionally, on April 2, 2007, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $565,000 for salary earned in 2003-2004. This amount of $565,000 was previously included in accrued expenses and was reclassified on the date that the note was executed. The note had a stated interest rate of 12% and was stated to be due and payable on April 3, 2012. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) by $300,000 upon the acquisition of the subsidiary on March 15, 2004. This amount relates to the compensation earned and accrued up until the acquisition date. The remaining $265,000 related to compensation earned and accrued for the fiscal year ended May 31, 2004. This amount has been deducted in the fiscal year ended May 31, 2004. As of May 31, 2004, the entire amount of $565,000 was booked as accrued compensation due to an officer. Upon the execution of the note for this amount on April 2, 2007, the accrued compensation was converted into a note due to an officer and reclassified on the balance sheet. The Company has accrued interest from the dates of the all of the above-referenced notes through November 30, 2007 in the amount of $89,864.

F-66

(67)

From 2000 through 2006, the Company failed to collect and remit sales taxes on the sales of its Secure Balance units within the state of California. The Board of Equalization of the State of California commenced an audit in 2009 and assessed that the Company owed $112,594 in back sales taxes, interest and penalties. Of this amount, $107,313 has been booked as accrued sales taxes payable as of that date.

(68)

In addition to the note issued to Scott Sand in the amount of $565,000 discussed in (45) above, on March 20, 2004, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $300,000 for salary due from March 27, 1997 through March 28, 1998. This note was issued for work done in founding Ingen Technologies, Inc. (Nevada) and developing the BAFI® product concept. The note did not bear an interest rate and was stated to be due and payable on March 20, 2008. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) upon the acquisition of the subsidiary on March 15, 2004. The total of these notes ($865,000) accounts for the change in the officer loan balance as of November 30, 2007.

(69)

The notes referenced in (66) above have been adjusted for on the restated financial statements. Due to the convertibility feature embedded within the convertible debentures, a discount on the notes was recorded that was amortized over the life of the notes. The change in the convertible note payable balance, net of unamortized discount, as of November 30, 2007 is as follows:

Note dated June 1, 2004	225,000
Note dated September 4, 2005	50,000
Note dated February 19, 2006	50,000
Note dated January 1, 2007	50,000
Note dated March 15, 2007	200,000
Note dated May 15, 2007	50,000
Unamortized discount on previously unrecorded notes	(276,520	)
Change in Convertible note payable balance as of November 30, 2007	348,480

F-67

(70)

This amount represents the increase in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of November 30, 2007. The Company evaluated the convertible notes described in (66) above and determined that they were not conventional convertible and, therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement the embedded conversion option was bifurcated and has been accounted for as a derivative liability instrument. The total derivative liability associated with these previously unrecorded debentures was $1,391,549 as of November 30, 2007.

(70a) Options to purchase 1 million shares of preferred stock at a price of $0.04 per share were issued to the Company’s general counsel in December 2006. These options were valued at $39,314. This value was not deducted in the original financial statements and has been deducted in the fiscal year ended May 31, 2007. This resulted in a change in the preferred stock balance as of August 31, 2007 in the same amount.

(71)

The increase in the accumulated deficit as of November 30, 2007 is a result of the increased expenses that resulted in the issuance of the convertible notes and the notes to the Company’s officer described above. The deficit was also affected by the changes in the derivative liability associated with the convertible feature of the notes and the other adjustments described above. The following is a year-by-year summary of the increases in the Company’s losses:

Adjustments to the accumulated deficit of Ingen (Nevada) which changed the accumulated deficit after the merger on March 15, 2004:

Additional salary accrued to Scott Sand in 1997-1998	$	( 300,000	)
Additional salary accrued to Scott Sand in 2003		( 300,000	)
Additional salary accrued to Scott Sand in 2004		(265,000	)
Total adjustment to accumulated deficit in fiscal years ending May 31, 2004 and prior	$	(865,000	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2005:

Increase in SG&A as a result of the agreement described in 1(c) above	$	(225,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Black Scholes value of convertible feature exceeding face value of note (additional interest expense)		(223,997	)
Amortization of note discount recorded as additional interest expense		(56,250	)
Decrease in derivative liability from issuance date to the end of the year (booked as other income)		9,412
Total change in loss for fiscal year ended May 31, 2005	$	(509,335	)

F-68

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2006:

Increase in SG&A as a result of the agreements described in 1(c) above	$	(100,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Accrued interest on note described in 1(c) above	$	(2,217	)
Accrued interest on note described in 1(c) above		(842	)
Accrued sales taxes payable		(98,632	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(36,437	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(47,837	)
Amortization of note discounts		(115,292	)
Decreases in derivative liabilities in fiscal year		29,062

Total change in loss for fiscal year ended May 31, 2006	$	(385,695	)

Increase in SG&A as a result of the agreements described in (43) above	$	(300,000	)
Less: Amounts prepaid under agreements		143,056
Accrued interest on note described in (43) and (45) above		(26,750	)
Accrued interest to officer on note described in (47) above		(11,112	)
Black Scholes value of convertible feature exceeding face value of note described in (43) above		(219,537	)
Amortization of note discounts		(129,500	)
Sales tax adjustment		(8,681	)
Decreases in derivative liabilities in fiscal year		59,722
Write of patents described in (44) above		(67,345	)
Deduct value of options for preferred stock described in (50) above		(39,314	)
Total change in loss for fiscal year ended May 31, 2007	$	(599,461	)

Changes in fiscal years prior to May 31, 2005	(865,000	)
Change in fiscal year ended May 31, 2005	(509,335	)
Change in fiscal year ended May 31, 2006	(385,695	)
Change in fiscal year ended May 31, 2007	(599,461	)
Change in loss for six months ended November 30, 2007	(549,374	)
Total change in accumulated deficit as of November 30, 2007	(2,908,865	)

F-69

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended November 30, 2007											Three months ended November 30, 2006
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

Sales	$	74,538		$	74,538		$	-				$	134,473		$	134,473		$	-

Cost of Sales		61,705			61,705			-					66,641			66,641			-

Gross Profit		12,833			12,833			-					67,832			67,832			-

General and administrative expenses		339,022			339,022			-					524,503			517,158			(7,345	)	(22A	)

Operating loss		(326,189	)		(326,189	)		-					(449,326	)		(449,326	)		-

Interest expense		(267,158	)		(247,449	)		(19,709	)	(72	)		(178,115	)		(158,053	)		(20,062	)	(75	)

Change in derivative liabilities		684,979			761,661			(76,682	)	(73	)		301,924			283,033			18,891		(76	)

Loss before provision for income taxes		91,632			188,023			(96,391	)	(74	)		(332,862	)		(324,346	)		(8,516	)	(77	)

Provision for income taxes		-			-			-					415			415			-

Net income (loss)	$	91,632		$	188,023		$	(96,391	)	(74	)	$	(333,277	)	$	(324,761	)	$	(8,516	)	(77	)

Basic net loss per weighted share	$	140.76			-		$	140.76		(78	)	$	(555.46	)	$	(0.01	)	$	(555.45	)	(78	)

Basic weighted average shares outstanding		651			43,667,110			(43,666,459	)	(79	)		600			29,684,610			(29,684,010	)	(79	)

F-70

(72)	The increase in interest expense for the quarter ended November 30, 2007 is a result of the interest accrued on the notes referred to in (66) above. This amount was equal to $19,709 in the quarter ended November 30, 2007.

(73)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of November 30, 2007. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $76,682 as a decrease to other income in the quarter ended November 30, 2007.

(74)	The total change in the loss for the quarter ended November 30, 2007 is the sum of (72) and (73) above as summarized below:

Change in interest expense	(19,709	)
Change in income due to change in derivative liability	(76,682	)
Total change in net loss for quarter ended November 30, 2007	(96,391	)

(75)	The additional interest expense for the quarter ended November 30, 2006 was as a result of the accrued interest on the notes described in (66) above. Also, the unamortized discount on these notes was recorded as an additional interest expense relating to the Company’s financing costs.

Additional accrued interest			6,000
Amortization of debt discount			14,062
Total change in interest expense for quarter ended November 30, 2006			20,062

(76)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of November 30, 2006. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $18,891 as other income in the quarter ended November 30, 2006.

(77)	The total change in the loss in the quarter ended November 30, 2006 is a sum of (75) and (76) above. These amounts are summarized as follows:

Write-off of patent costs	(7,345	)
Change in interest expense	(20,062	)
Change in income due to change in derivative liability	18,891
Total change in net loss for quarter ended November 30, 2006	(8,516	)

(78)	The change in net loss per share is a result of the effect of the 600 for one reverse stock split on August 27, 2008 and the 3,000 for one reverse stock split that was effectuated on March 18, 2009.

(79)

F-71

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Six months ended November 30, 2007											Six months ended November 30, 2006
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

Sales	$	192,010		$	192,010		$	-				$	323,631		$	323,631		$	-

Cost of Sales		129,118			129,118			-					182,188			182,188			-

Gross Profit		62,892			62,892			-					141,443			141,443			-

General and administrative expenses		1,102,411			745,727			356,684		(80	)		853,607			846,262			7,345

Operating loss		(1,039,519	)		(682,835	)		(356,684	)				(712,164	)		(704,819	)		(7,345	)

Interest expense		(1,107,049	)		(694,360	)		(412,689	)	(81	)		(3,737,905	)		(3,698,968	)		(38,937	)	(84	)

Change in derivative liabilities		407,823			187,882			219,941		(82	)		1,393,861			1,314,127			79,734		(85	)

Loss before provision for income taxes		(1,738,745	)		(1,189,313	)		(549,432	)	(83	)		(3,056,208	)		(3,089,660	)		33,452		(86	)

Provision for income taxes		-			-			-					1,215			1,215			-

Net loss	$	(1,738,745	)	$	(1,189,313	)	$	(549,432	)	(83	)	$	(3,057,423	)	$	(3,090,875	)	$	33,452		(86	)

Basic net loss per weighted share	$	(2,691.56	)	$	(0.03	)	$	(2,691.53	)	(78	)	$	(5,095.71	)	$	(0.10	)	$	(5,095.61	)	(78	)

Basic weighted average shares outstanding		646			40,721,777			(40,721,131	)	(79	)		600			29,744,904			(29,744,304	)	(79	)

(80)	The change in SG&A in the six months ended November 30, 2007 represents the expensed amount of the contracts referenced in (66) above. The total increase is summarized as follows:

Value of convertible note issued for services			234,462
Current amortization of prepaid expenses under previously unrecorded contracts			122,222
Total Change in SG&A for six months ended November 30, 2007			356,684

F-72

(81)

The increase in interest expense for the six months ended November 30, 2007 is a function of three factors: 1) the accrued interest on the notes referred to in (66) above; 2) the interest adjustment required as a result of the convertible feature of the new notes exceeding the face value of the notes (this amount was booked as additional interest expense as a financing cost); and 3) The amortization of the debt discount that was booked on the convertible notes which is being amortized over the term of the notes. The increase in interest expense for the quarter is summarized as follows:

Additional accrued interest			48,314
Interest adjustment due to derivative liability on new note			241,937
Amortization of debt discount			122,438
Total change in interest expense for six months ended November 30, 2007			412,689

(82)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of November 30, 2007. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $219,941 as an increase to other income in the six months ended November 30, 2007.

(83)	The total change in the loss for the six months ended November 30, 2007 is the sum of (80), (81) and (82) above as summarized below:

Change in net income
Total Change in SG&A for six months ended November 30, 2007	(356,684	)
Change in interest expense	(412,689	)
Change in income due to change in derivative liability	219,941
Total change in net loss for six months ended November 30, 2007	(549,432	)

(84)	The additional interest expense for the six months ended November 30, 2006 was as a result of the accrued interest on the notes described in (66) above. Also, the unamortized discount on these notes was recorded as an additional interest expense relating to the Company’s financing costs.

Additional accrued interest			10,875
Amortization of debt discount			28,062
Total change in interest expense for six months ended November 30, 2006			38,937

(85)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of November 30, 2006. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $79,734 as other income in the six months ended November 30, 2006.

(86)	The total change in the loss in the six months ended November 30, 2006 is a sum of (84) and (85) above and the write off of patent costs. These amounts are summarized as follows:

Write off of patent costs	(7,345	)
Change in interest expense	(38,937	)
Change in income due to change in derivative liability	79,734
Total change in net loss for six months ended November 30, 2006	33,452

F-73

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six months ended November 30, 2007											Six months ended November 30, 2006
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

CASH FLOWS FROM OPERATIONS:

Net loss		(1,738,745	)		(1,189,313	)		(549,432	)	( 83	)		(3,057,423	)		(3,090,875	)		33,422		(86	)
Adjustments to Reconcile Net loss to Net Cash Used in Operations:
Depreciation and Amortization		80,519			80,519			-					46,624			46,624			-
(Increase) Decrease in:
Change in derivative liabilities		(407,823	)		(187,882	)		(219,941	)	(82	)		(1,393,861	)		(1,314,127	)		(79,734	)	(85	)
Noncash interest expense and financing costs		1,505,926			1,141,551			364,375		(87	)		3,725,967			3,697,905			28,062		(89	)

Increase (Decrease) in:
Accounts payable		117,209			117,209			-					(4,875	)		(4,875	)		-
Accrued expenses		209,610			161,296			48,314		(88	)		11,361			486			10,875		(90	)
Accounts receivable		(15,270	)		(15,270	)		-					(58,265	)		(58,265	)		-
Prepaid expenses		23,152			23,152			-					(9,699	)		(9,699	)		-
Inventory		10,653			10,653			-					-			-			-
Expenses paid with stock & notes		449,284			92,600			356,684		(80	)		12,000			12,000			-

NET CASH USED IN OPERATING ACTIVITIES		234,515			234,515			-					(728,171	)		(720,826	)		(7,345	)

CASH FLOW FROM INVESTING ACTIVITIES
Additions to property and equipment		-			-								(85,931	)		(85,931	)
Addition to intangibles		-			-			-					-			(7,345	)		7,345

NET CASH USED IN INVESTING ACTIVITIES		-			-			-					(85,931	)		(93,276	)		7,345

CASH FLOW FROM FINANCING ACTIVITIES
Repayments on officer's loan		(21,382	)		(21,382	)		-					(122,826	)		(122,826	)		-
Proceeds from officer's loan		37,891			37,891
Repayments on notes payable		(6,119	)		(6,119	)		-					-			-			-
Proceeds from issuance of common stock		119,800			119,800			-					-			-			-
Proceeds from notes payable		10,000			10,000			-					-			-			-
Proceeds from issuance of convertible debt		200,000			200,000			-					1,066,800			1,066,800			-

NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES		340,190			40,190			-					943,974			943,974			-

NET INCREASE (DECREASE) IN CASH		574,705			574,705			-					129,872			129,872			-

Cash balance at Beginning of Period		238			238			-					111,112			111,112			-

CASH BALANCE AT END OF PERIOD	$	574,943		$	574,943		$	-				$	240,984		$	240,984		$	-

Supplemental Disclosures of Cash Flow information:
Interest paid	$	4,988		$	4,988		$	-				$	-		$	-		$	-
Taxes paid	$	800		$	800		$	-				$	-		$	-		$	-
Noncash Financing Activities
Issuance of warrants in connection with convertible debt	$	428,343		$	428,343		$	-				$	1,987,103		$	1,987,103		$	-
Recorded a beneficial conversion feature	$	-		$	-		$	-				$	2,904,060		$	2,904,060		$	-
Stock subscription receivable	$	45,000		$	45,000		$	-				$	220,000		$	220,000		$	-

(87)

The non-cash interest expense change in the six months ended November 30, 2007 is a result of the additional amortization of the debt discount on previously unrecorded notes and the interest adjustment due to the derivative liability on the convertible notes discussed in (66) above. These interest components are described in (81) above and are summarized as follows:

Additional amortization of debt discount in six months ended November 30, 2007			122,438
Interest adjustment due to derivative liability on new note			241,937
Total non-cash interest financing expense in six months ended November 30, 2007			364,375

(88)	The additional accrued expenses in the six months ended November 30, 2007 represent the additional interest accrued on the previously unrecorded notes described in (66) above. This amount equals $48,314.

(89)	The unamortized discount on the notes described in (66) above was recorded as an additional interest expense relating to the Company’s financing costs. This amount was equal to $28,062 in the six months ended November 30, 2006.

(90)	The additional interest expense for the six months ended November 30, 2006 was as a result of the accrued interest on the notes described in (66) above. This amount was equal to $10,875 in the six months ended November 30, 2006.

F-74

INGEN TECHNOLOGIES, INC.

INTERIM FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET (UNAUDITED)

FEBRUARY 29, 2008

	Unaudited Balance on February 29, 2008

	Restated			Original			Effect of Change

Current Assets
Cash	$	6,719		$	6,719		$	-
Inventory		74,857			74,857			-
Prepaid expenses		155,105			155,105			-

Total Current Assets		236,681			236,681			-

Property and equipment net of accumulated depreciation of $163,891		244,431			244,431			-

Debt issue costs, net of accumulated amortization of $163,891		204,309			204,309
Other assets		1,550			68,895			(67,345	)	(91	)

Total Other Assets		205,859			273,204			(67,345	)

TOTAL ASSETS	$	686,971		$	754,316		$	(67,345	)

Current Liabilities
Accounts payable	$	214,926		$	214,926		$	-
Accrued expenses		318,253			226,516			91,737		(92	)
Taxes payable		115,663			8,350			107,313		(93	)
Current portion of long-term debt		14,539			14,539			-
Short-term loan		45,500			45,500			-
Officer's loans		963,705			98,705			865,000		(94	)
Convertible notes payable		348,480			-			348,480		(95	)

Total Current Liabilities		2,021,066			608,536			1,412,530

Long-term liabilities
Note payable		89,426			89,426			-
Convertible notes payable, net of unamortized discount of $1,161,318		968,682			968,682			-
Derivative liabilities		5 ,833,088			4,370,435			1,462,653		(96	)

Total Long-term Liabilities		6,891,196			5,428,543			1,462,653

Stockholders' Deficit
Preferred stock Series A, no par value, $1.00 per share liquidation preference, 40,000,000 shares authorized 24,275,960 issued and outstanding as of February 29, 2008, total liquidation preference of $24,275,960		912,627			873,313			39,314		(97	)
Common stock, no par value, authorized 100,000,000 shares; issued and outstanding 706 and 60,183,474 as of February 29, 2008		4,618,199			4,618,199			-
Series A preferred stock subscription		(220,000	)		(220,000	)		-
Accumulated Deficit		(13,536,117	)		(10,554,275	)		(2,981,842	)	(98	)

Total Stockholders' Deficit		(8,225,291	)		(5,282,763	)		(2,942,528	)

Total Liabilities and Stockholders' Deficit	$	686,971		$	754,316		$	(67,345	)

(91)

(92)

F-75

(93)

From 2000 through 2006, the Company failed to collect and remit sales taxes on the sales of its Secure Balance units within the state of California. The Board of Equalization of the State of California commenced an audit in 2009 and assessed that the Company owed $112,594 in back sales taxes, interest and penalties. Of this amount, $107,313 has been booked as accrued sales taxes payable as of that date.

(94)

In addition to the note issued to Scott Sand in the amount of $565,000 discussed in (92) above, on March 20, 2004, the Company issued a note to Scott Sand, its Chairman and CEO, in the amount of $300,000 for salary due from March 27, 1997 through March 28, 1998. This note was issued for work done in founding Ingen Technologies, Inc. (Nevada) and developing the BAFI® product concept. The note did not bear an interest rate and was stated to be due and payable on March 20, 2008. The Company has adjusted the retained earnings of Ingen Technologies, Inc. (Nevada) upon the acquisition of the subsidiary on March 15, 2004. The total of these notes ($865,000) accounts for the change in the officer loan balance as of November 30, 2007.

(95)

The notes referenced in (92) above have been adjusted for on the restated financial statements. Due to the convertibility feature embedded within the convertible debentures, a discount on the notes was recorded that was amortized over the life of the notes. The change in the convertible note payable balance, net of unamortized discount, as of February 29, 2008 is as follows:

Note dated June 1, 2004	225,000
Note dated September 4, 2005	50,000
Note dated February 19, 2006	50,000
Note dated January 1, 2007	50,000
Note dated March 15, 2007	200,000
Note dated May 15, 2007	50,000
Unamortized discount on previously unrecorded notes	(276,520	)
Change in Convertible note payable balance as of February 29, 2008	348,480

(96)

This amount represents the increase in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of February 29, 2008. The Company evaluated the convertible notes described in (66) above and determined that they were not conventional convertible and, therefore, because of certain terms and provisions including liquidating damages under the associated registration rights agreement the embedded conversion option was bifurcated and has been accounted for as a derivative liability instrument. The total derivative liability associated with these previously unrecorded debentures was $1,462,653 as of February 29, 2008.

F-76

(97)

Options to purchase 1 million shares of preferred stock at a price of $0.04 per share were issued to the Company’s general counsel in December 2006. These options were valued at $39,314. This value was not deducted in the original financial statements and has been deducted in the fiscal year ended May 31, 2007. This resulted in a change in the preferred stock balance as of February 29, 2008 in the same amount.

(98)

The increase in the accumulated deficit as of February 29, 2008 is a result of the increased expenses that resulted in the issuance of the convertible notes and the notes to the Company’s officer described above. The deficit was also affected by the changes in the derivative liability associated with the convertible feature of the notes and the other adjustments described above. The following is a year-by-year summary of the increases in the Company’s losses:

Adjustments to the accumulated deficit of Ingen (Nevada) which changed the accumulated deficit after the merger on March 15, 2004:

Additional salary accrued to Scott Sand in 1997-1998	$	( 300,000	)
Additional salary accrued to Scott Sand in 2003		( 300,000	)
Additional salary accrued to Scott Sand in 2004		(265,000	)
Total adjustment to accumulated deficit in fiscal years ending May 31, 2004 and prior	$	(865,000	)

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2005:

Increase in SG&A as a result of the agreement described in 1(c) above	$	(225,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Black Scholes value of convertible feature exceeding face value of note (additional interest expense)		(223,997	)
Amortization of note discount recorded as additional interest expense		(56,250	)
Decrease in derivative liability from issuance date to the end of the year (booked as other income)		9,412
Total change in loss for fiscal year ended May 31, 2005	$	(509,335	)

F-77

Adjustments to the accumulated deficit for the fiscal year ended May 31, 2006

Increase in SG&A as a result of the agreements described in 1(c) above	$	(100,000	)
Accrued interest on note described in 1(c) above		(13,500	)
Accrued interest on note described in 1(c) above	$	(2,217	)
Accrued interest on note described in 1(c) above		(842	)
Accrued sales taxes payable		(98,632	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(36,437	)
Black Scholes value of convertible feature exceeding face value of note described in 1(c) above		(47,837	)
Amortization of note discounts		(115,292	)
Decreases in derivative liabilities in fiscal year		29,062
Total change in loss for fiscal year ended May 31, 2006	$	(385,695	)

Increase in SG&A as a result of the agreements described in (43) above	$	(300,000	)
Less: Amounts prepaid under agreements		143,056
Accrued interest on note described in (43) and (45) above		(26,750	)
Accrued interest to officer on note described in (47) above		(11,112	)
Black Scholes value of convertible feature exceeding face value of note described in (43) above		(219,537	)
Amortization of note discounts		(129,500	)
Sales tax adjustment		(8,681	)
Decreases in derivative liabilities in fiscal year		59,722
Write of patents described in (44) above		(67,345	)
Deduct value of options for preferred stock described in (50) above		(39,314	)
Total change in loss for fiscal year ended May 31, 2007	$	(599,461	)

Changes in fiscal years prior to May 31, 2005	(865,000	)
Change in fiscal year ended May 31, 2005	(509,335	)
Change in fiscal year ended May 31, 2006	(385,695	)
Change in fiscal year ended May 31, 2007	(599,461	)
Change in loss for nine months ended February 29, 2008	(622,351	)
Total change in accumulated deficit as of February 29, 2008	(2,981,842	)

F-78

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three months ended February 29, 2008											Three months ended February 28, 2007
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

Sales	$	59,843		$	59,843		$	-				$	281,380		$	281,380		$	-

Cost of Sales		38,487			38,487			-					160,455			160,455			-

Gross Profit		21,356			21,356			-					120,925			120,925			-

General and administrative expenses		478,694			478,694			-					533,693			533,693			-

Operating loss		(457,338	)		(457,338	)		-					(412,768	)		(412,768	)		-

Interest expense		(253,106	)		(251,231	)		(1,875	)	(99	)		(372,870	)		(352,808	)		(20,062	)	(104	)
Change in derivative liabilities		596,175			667,279			(71,104	)	(100	)		236,570			212,276			24,294		(105	)

Loss before provision for income taxes		(114,269	)		(41,290	)		(72,979	)	(101	)		(549,068	)		(553,300	)		4,232		(106	)

Provision for income taxes		-			-			-					-			-			-

Net loss	$	(114,269	)	$	(41,290	)	$	(72,979	)	(101	)	$	(549,068	)	$	(553,300	)	$	4,232		(106	)

Basic net loss per weighted share	$	(165.13	)		-		$	(165.13	)	(102	)	$	(915.11	)	$	(0.02	)	$	(915.09	)	(102	)

Basic weighted average shares outstanding		692			50,495,201			(50,494,509	)	(103	)		600			32,292,943			(32,292,343	)	(103	)

F-79

(99)	The increase in interest expense for the quarter ended February 29, 2008 is a result of the interest accrued on the notes referred to in (92) above. This amount was equal to $1,875 in the quarter ended February 29, 2008.

(100)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of February 29, 2008. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $71,104 as a decrease to other income in the quarter ended February 29, 2008.

(101)

The total change in the loss for the quarter ended February 29, 2008 is the sum of (99) and (100) above as summarized below:

Change in interest expense	(1,875	)
Change in income due to change in derivative liability	(71,104	)
Total change in net loss for quarter ended February 29, 2008	(72,979	)

(102)

The change in net loss per share is a result of the effect of the 600 for one reverse stock split on August 27, 2008 and the 3,000 for one reverse stock split that was effectuated on March 18, 2009.

(103)

(104)

The additional interest expense for the quarter ended February 28, 2007 was as a result of the accrued interest on the notes described in (92) above. Also, the unamortized discount on these notes was recorded as an additional interest expense relating to the Company’s financing costs.

Additional accrued interest			6,000
Amortization of debt discount			14,062
Total change in interest expense for quarter ended February 28, 2007			20,062

(105)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of February 28, 2007. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $24,294 as other income in the quarter ended February 28, 2007.

(106)

The total change in the loss in the quarter ended February 28, 2007 is a sum of (104) and (105) above. These amounts are summarized as follows:

Change in interest expense	(20,062	)
Change in income due to change in derivative liability	24,294
Total change in net loss for quarter ended February 28, 2007	4,232

F-80

INGEN TECHNOLOGIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Nine months ended February 29, 2008											Nine months ended February 28, 2007
	Restated			Original			Effect of Change					Restated			Original			Effect of Change

Sales	$	251,852		$	251,852		$	-				$	605,011		$	605,011		$	-

Cost of Sales		167,604			167,604			-					342,644			342,644			-

Gross Profit		84,248			84,248			-					262,367			262,367			-

General and administrative expenses		1,581,104			1,224,420			356,684		(107	)		1,387,300			1,379,955			7,345

Operating loss		(1,496,856	)		(1,140,172	)		(356,684	)				(1,124,933	)		(1,117,588	)		-

Interest expense		(1,360,156	)		(945,592	)		(414,564	)	(108	)		(4,110,775	)		(4,051,776	)		(58,999	)	(111	)

Change in derivative liabilities		1,003,998			855,161			148,837		(109	)		1,630,432			1,526,403			104,029		(112	)

Loss before provision for income taxes		(1,853,014	)		(1,230,603	)		(622,411	)	(110	)		(3,605,276	)		(3,642,961	)		37,685		(113	)

Provision for income taxes		-			-			-					1,215			1,215			-

Net loss	$	(1,853,014	)	$	(1,230,603	)	$	(622,411	)	(110	)	$	(3,606,491	)	$	(3,644,176	)	$	37,685		(113	)

Basic net loss per weighted share	$	(2,761.57	)	$	(0.03	)	$	(2,761.54	)	(102	)	$	(6,010.82	)	$	(0.12	)	$	(6,010.75	)	(102	)

Basic weighted average shares outstanding		671			42,540,474			(42,539,803	)	(103	)		600			30,594,250			(30,593,650	)	(103	)

F-81

(107)

The change in SG&A in the nine months ended February 29, 2008 represents the expensed amount of the contracts referenced in (92) above. The total increase is summarized as follows:

Value of convertible note issued for services			234,462
Current amortization of prepaid expenses under previously unrecorded contracts			122,222
Total Change in SG&A for nine months ended February 29, 2008			356,684

(108)

The increase in interest expense for the nine months ended February 29, 2008 is a function of three factors: 1) the accrued interest on the notes referred to in (92) above; 2) the interest adjustment required as a result of the convertible feature of the new notes exceeding the face value of the notes (this amount was booked as additional interest expense as a financing cost); and 3) The amortization of the debt discount that was booked on the convertible notes which is being amortized over the term of the notes. The increase in interest expense for the quarter is summarized as follows:

Additional accrued interest			50,189
Interest adjustment due to derivative liability on new note			241,937
Amortization of debt discount			122,438
Total change in interest expense for nine months ended February 29, 2008			414,564

(109)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of February 29, 2008. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $148,837 as an increase to other income in the nine months ended February 29, 2008.

(110)

The total change in the loss for the nine months ended February 29, 2008 is the sum of (107), (108) and (109) above as summarized below:

Change in net income
Total Change in SG&A for nine months ended February 29, 2008	(356,684	)
Change in interest expense	(414,564	)
Change in income due to change in derivative liability	148,837
Total change in net loss for nine months ended February 29, 2008	(622,411	)

(111)

The additional interest expense for the nine months ended February 28, 2007 was as a result of the accrued interest on the notes described in (92) above. Also, the unamortized discount on these notes was recorded as an additional interest expense relating to the Company’s financing costs.

Additional accrued interest			16,875
Amortization of debt discount			42,124
Total change in interest expense for nine months ended February 28, 2007			58,999

(112)

This amount represents the change in the derivative liability due to the additional convertible notes not previously included in the balance sheet as of February 28, 2007. The Company performed a Black Scholes analysis on the convertible feature embedded within the notes and recorded the change in the value of $104,029 as other income in the nine months ended February 28, 2007.

(113)

The total change in the loss in the nine months ended February 28, 2007 is a sum of (111) and (112) above and the write off of patent costs. These amounts are summarized as follows:

Georgia	000-28704	88-0429044
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS Employer Identification Number)

Large accelerated filer o	Accelerated filed o
Non-accelerated filer o	Smaller reporting company x

		Page
PART I

Item 1	Business	3
Item 1A	Risk Factors	15
Item 2	Properties	26
Item 3	Legal Proceedings	26
Item 4	Submission of Matters to a Vote of Security Holders	27

PART II

Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuers Purchases of Equity Securities	27
Item 6	Selected Financial Data	33
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8	Financial Statements and Supplementary Data	46
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	51
Item 9A(T)	Controls and Procedures	51
Item 9B	Other Information	54

PART III

Item 10	Directors, Executive Officers and Corporate Governance	57
Item 11	Executive Compensation	61
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	62
Item 13	Certain Relationships and Related Transactions, and Director Independence	64
Item 14	Principal Accountant Fees and Services	65

PART IV

Item 15	Exhibits and Financial Statement Schedules Signatures	66

	We will increase the oversight and review procedures of the board of directors with regard to financial reporting, financial processes and procedures and internal control procedures.
	To the extent we can attract outside directors, we will nominate an audit committee to review and assist management with its reporting goals.

		Accrued Liabilities - The Company did not have effective controls to ensure that all accrued liabilities were valid, complete and accurate. Specifically, the Company had insufficient processes in place to ensure that written agreements leading to accounts payable were properly identified and recorded in the appropriate period.
		Debt Covenants — The Company did not have effective controls to ensure a thorough review of its debt agreements and financial covenant compliance calculations, and thus ensure that such calculations were performed correctly.
		Convertible Debt Valuation — The Company did not have effective controls to ensure that the fair value of its convertible debt was appropriately computed and accounted for upon the adoption of FASB ASC 470-20, Debt with Conversion and Other Options (formerly FSP APB 14-1). State Sales Taxes — The Company did not have effective controls to ensure that the it properly accounted for its sales tax liability to the State of California.

Name	Age	Position Held and Tenure
Scott R. Sand	50	Chairman, Chief Executive Officer and Director (March 29, 2004 to present)
Thomas J. Neavitt	77	Secretary and Chief Financial Officer (March 29, 2004 to present)
Yong Sin Khoo	44	Director (March 29, 2004 to present)
Christopher A. Wirth	53	Chief Operations Officer, Director (March 29, 2004 to present)
Curt A. Miedema	51	Director (March 29, 2004 to present)
Stephen O'Hara	55	Director (September 22, 2005 to present)
John Finazzo	43	Director (March 20, 2006 to present)
Brad Klearman	47	Director (December 14, 2007 to September 2009)
Charles Vorwaller	51	Director (September 2009 to present)

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Comp. ($)		Non-Qualified Deferred Comp. Earnings ($)		All Other Compen-sation ($)		Total ($)
Scott R. Sand,	2008	$	200,000		-	$	135,499	(2)		-		-		-		-	$	335,499
Chairman and Chief Executive Officer (1)	2007	$	116,667		-	$	17,301	(3)		-		-		-		-	$	133,968

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings	All Other Compensation ($)	Total ($)
Scott R. Sand, Chairman	-	-	-	-	-	-	-
Curt A. Miedema	-	1,200	-	-	-	-	1,200
Christopher A. Wirth	-	1,200	-	-	-	-	1,200
Steven O’Hara	-	1,200	-	-	-	-	1,200
John Finazzo	-	1,200	-	-	-	-	1,200
Yong Sin Khoo	-	1,200	-	-	-	-	1,200
Brad Klearman	-	1,200	-	-	-	-	1,200

Name and Address of Beneficial Owner (1)	Shares of Common Stock Beneficially Owned (2)	%	Shares of Series A Convertible Preferred Stock Beneficially Owned (3) Number	%	Total Percentage of Voting Power (4)	%
Scott R. Sand, CEO, Chairman, Director	3	*	66,727,627	68.1%	31,541,750	74.5%
Thomas Neavitt, CFO, Secretary	4	*	-	-	1,033	*
Yong Khoo Sin, Director	2	*	-	-	677	*
Christopher A. Wirth, COO, Director	6	*	1,500,000	1.5%	1,053	*
Curt A. Miedema, Director	5	*	-	-	703	*
Stephen O’Hara, Director	3	*	-	-	693	*
John Finazzo, Director	7	*	-	-	7,336	*
Charles Vorwaller, Director	167	*	500,000	0.5%	2,518	*



All officers and directors as a group (8 persons)	197	*	68,727,627	70.1%	31,555,763	74.5%

	Year Ended
	May 31, 2008		May 31, 2007
Audit Fees (1)	$	38,000	$	29,500
Audited Related Fees		-		-
Tax Fees (2)	$	3,000	$	3,000
All Other Fees		-		-
Total	$	41,000	$	32,500

- Report of Independent Registered Public Accounting Firm	F-1
- Balance Sheet as of May 31, 2008 and 2007	F-2
- Statement of Operations for the years ended May 31, 2008 and 2007	F-3
- Statement of Stockholder’s Deficit for the years ended May 31, 2008 and 2007	F-4
- Statement of Cash Flows for the years ended May 31, 2008 and 2007	F-5
- Notes to the Financial Statements	F-6

Exhibit No.	Description
2.1	Plan and Agreement of Merger Relating to the Merger of Ingen Technologies, Inc. into Creative Recycling, Inc., dated March 15, 2004. (incorporated by reference to registrant's Form 10-KSB/A filed March 24, 2006)
3.1	Amended and Restated Articles of Incorporation of Ingen Technologies, Inc., as filed with the Georgia Secretary of State on or about March 15, 2005. (incorporated by reference to registrant's Form 10-KSB filed November 7, 2005)
3.2	Resolution 2005.6 of the Ingen Board of Directors (signed by the preferred stockholders as well) modifying the Amended and Restated Articles of Incorporation with respect to the classifications and rights of our preferred shares. (incorporated by reference to registrant's Form 10-KSB filed November 7, 2005)
3.3	Bylaws of Ingen Technologies, Inc. (incorporated by reference to registrant's Form 10-KSB filed November 7, 2005)
3.4	Minutes of Special Stockholder meeting of March 15, 2005 amending our Bylaws by changing the date of the annual stockholders meeting from May 15 to March 15. (incorporated by reference to registrant's Form 10-KSB filed November 7, 2005)
3.5	Amended and Restated Articles of Incorporation of Ingen Technologies, Inc., as filed with the Georgia Secretary of State on or about December 28, 2005 (incorporated by reference to registrant's Form 8-K filed January 10, 2006)
3.6	Articles of Amendment to Articles of Incorporation of Ingen Technologies, Inc. as filed with the Georgia Secretary of State (incorporated by reference to registrant's Form 10-QSB filed April 21, 2008)
3.7	Articles of Amendment to Articles of Incorporation of Ingen Technologies, Inc., as filed with the Georgia Secretary of State on August 27, 2008 (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
4.1	Specimen of Ingen Technologies, Inc. common stock certificate (exhibit 4.1 of our 10-KSB for the fiscal year ended May 31, 2005 incorporated herein by this reference).
10.1	Agreement between Ingen Technologies Inc. and Elizabeth Wald dated October 15, 2005 for the provision of telephone answering services (included as an exhibit to our 10-QSB filed with the SEC on January 17, 2006 and incorporated herein by this reference).
10.2	Agreement between Ingen Technologies, Inc. and Siegal Performance Systems, Inc. dated November 15, 2005 for distribution of Secure Balance® (included as an exhibit to our 10-QSB filed with the SEC on January 17, 2006 and incorporated herein by this reference).

10.3	Contract signed regarding Peter J. Wilke as our General Counsel, dated January 30, 2006 (included as an exhibit to our 10-QSB filed with the SEC on April 7, 2006 and incorporated herein by this reference).
10.4	Template for investment contract for our restricted common stock in offers and sales to Edward Meyer, Jr. and Salvatore Amato, dated February 13, 2006 (included as an exhibit to our 10-QSB filed with the SEC on April 7, 2006 and incorporated herein by this reference).
10.5	Investment contract dated February 28, 2006 in which Jeffrey Gleckman purchased 1,000,000 restricted common shares (included as an exhibit to our 10-QSB filed with the SEC on April 7, 2006 and incorporated herein by this reference).
10.6	Distribution Agreement (for Secure Balance®) dated February 16, 2006 between Ingen Technologies, Inc. and Secure Health, Inc. (included as an exhibit to our 10-QSB filed with the SEC on April 7, 2006 and incorporated herein by this reference).
10.7	Agreement for Consulting Services between Ingen Technologies, Inc. and Anita H. Beck, d/b/a Global Regulatory Services Associates, dated February 27, 2006 (included as an exhibit to our 10-QSB filed with the SEC on April 7, 2006 and incorporated herein by this reference).
10.8	Advertising Service Agreement between Ingen Technologies, Inc. and Media Mix Advertising, Inc. dated March 1, 2006 (included as an exhibit to our Form SB-2 filed with the SEC on April 5, 2006 and incorporated herein by this reference).
10.9	Distribution agreement (for Secure Balance®) between Ingen Technologies, Inc. and Michael Koch, DC, dated March 10, 2006 (included as an exhibit to our Form SB-2 filed with the SEC on April 5, 2006 and incorporated herein by this reference).
10.10	Securities Purchase Agreement dated July 25, 2006 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).
10.11	Form of Callable Convertible Secured Note by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC dated July 25, 2006 (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).

10.12	Form of Stock Purchase Warrant entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 25, 2006 (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).
10.13	Registration Rights Agreement entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 25, 2006 (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).
10.14	Security Agreement entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 25, 2006 (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).
10.15	Intellectual Property Security Agreement entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on July 25, 2006 (included as an exhibit to our Form 8-K dated July 26, 2006 and incorporated herein by this reference).
10.16	Employment Agreement between the Company and its Chief Executive Officer and Chairman, Scott R. Sand, dated September 21, 2006 (included as an exhibit to our Form 8-K dated October 3, 2006 and incorporated herein by this reference).
10.17	Technology And Patent Pending Purchase and Sale Agreement between Ingen Technologies, Inc. and Richard Campbell, grantor, dated November 7, 2006 (included as an exhibit to our Form 8-K dated November 16, 2006 and incorporated herein by this reference).
10.18	Technology And Patent Pending Purchase and Sale Agreement between Ingen Technologies, Inc. and Francis McDermott, grantor, dated November 7, 2006(included as an exhibit to our Form 8-K dated November 16, 2006 and incorporated herein by this reference).
10.19	Distribution Agreement between Ingen Technologies, Inc. and MedOx Corporation, dated December 1, 2006, for the distribution of Oxyview® (included as an exhibit to our Form 8-K dated December 1, 2006 and incorporated herein by this reference).
10.20	Exclusive Distribution Agreement between Ingen Technologies, Inc. and Secure Health, Inc., dated December 1, 2006, for the distribution of Secure Balance® (included as an exhibit to our Form 8-K dated December 1, 2006 and incorporated herein by this reference).
10.21	Non-qualified stock plan dated January 22, 2007, authorizing the Company to issue up to 20% of the company's authorized common stock (20 million shares) and preferred stock (8 million shares) under the plan. (included as an exhibit to our Form 8-K dated January 18, 2007 and incorporated herein by this reference).

10.22	Option agreements dated January 22, 2007 (included as an exhibit to our Form 8-K dated January 18, 2007 and incorporated herein by this reference).
10.23	Distribution Agreement between Ingen Technologies, Inc. and Physical Rehabilitation Management Services, Inc., effective as of June 1, 2007 (included as an exhibit to our Form 8-K dated May 14, 2007 and incorporated herein by this reference).
10.24	Securities Purchase Agreement dated March 15, 2007 by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.25	Stock Purchase Warrant entered into by and among the Company and AJW Offshore, Ltd. on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.26	Stock Purchase Warrant entered into by and among the Company and AJW Partners, LLC on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.27	Stock Purchase Warrant entered into by and among the Company and AJW Qualified Partners, LLC on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.28	Stock Purchase Warrant entered into by and among the Company and New Millennium Capital Partners II, LLC on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.29	Registration Rights Agreement entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.30	Intellectual Property Security Agreement entered into by and among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC on March 15, 2007 (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)

10.31	Investment contract dated December 1, 2006 in which Jeffrey Gleckman purchased 2,000,000 restricted common shares (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
10.32	Agreement entered into by and among the Company and MedOx, Inc. dated August 1, 2007
10.33	Securities Purchase Agreement dated June 16, 2008 (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.34	Registration Rights Agreement dated June 16, 2008 (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.35	Security Agreement dated June 16, 2008 (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.36	Intellectual Property Security Agreement dated June 16, 2008 (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.37	Callable Secured Convertible Note to AJW Partners, LLC (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.38	Callable Secured Convertible Note to AJW Master Fund, Ltd. (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.39	Callable Secured Convertible Note to New Millennium Capital Partners II, LLC (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.40	Common Stock Purchase Warrant to AJW Partners, LLC (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.41	Common Stock Purchase Warrant to AJW Master Fund, Ltd. (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.42	Common Stock Purchase Warrant to New Millennium Capital Partners II, LLC (included as an exhibit to our Form 8-K dated June 20, 2008 and incorporated herein by this reference)
10.44	Media Production And Placement Services Agreement with Media4Equity LLC (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)

10.45	Agreement with Brad Klearman dated January 1, 2008 (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
10.46	Amendment No. 1 to the Securities Purchase Agreement Dated as of June 16, 2008 by and among Ingen Technologies, Inc., AJW Partners, LLC, New Millennium Capital Partners II, LLC and AJW Master Fund, Ltd. (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
10.47	Callable Secured Convertible Note to AJW Partners, LLC dated August 29, 2008 (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
10.48	Callable Secured Convertible Note to AJW Master Fund, Ltd. dated August 29, 2008 (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
10.49	Callable Secured Convertible Note to New Millennium Capital Partners II, LLC dated August 29, 2008 (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
10.50	Amendment of Notes Agreement with AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Master Fund, Ltd., AJW Offshore, Ltd., and AJW Qualified Partners, LLC (incorporated by reference to registrant's Form 10-KSB filed September 29, 2008)
21.1	Subsidiaries of Ingen Technologies, Inc. (included as an exhibit to our Form 10-KSB dated August 29, 2007 and incorporated herein by this reference)
31.1	Certification of Scott R. Sand, Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of Thomas J. Neavitt, Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification 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, Principal Executive Officer and Thomas J. Neavitt, Principal Financial Officer.*

Signature	Title	Date

/s/ Scott R. Sand	Chief Executive Officer and Chairman (Principal Executive Officer)	August 5, 2010
Scott R. Sand

/s/ Thomas J. Neavitt	Secretary and Chief Financial Officer (Principal Financial and Accounting Officer	August 5, 2010
Thomas J. Neavitt
/s/ Khoo Yong Sin	Director	August 5, 2010
Khoo Yong Sin
/s/ Christopher A. Wirth	Chief Operations Officer, Director	August 5, 2010
Christopher A. Wirth
/s/ Curt A. Miedema	Director	August 5, 2010
Curt A. Miedema
/s/ Stephen O’Hara	Director	August 5, 2010
Stephen O’Hara
/s/ John Finazzo	Director	August 5, 2010
John Finazzo
/s/ Charles Vorwaller	Director	August 5, 2010
Charles Vorwaller