U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2005

Commission File Number ___________

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

Georgia 88-0429044
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

35193 Avenue "A", Suite-C, Yucaipa, California 92399
---------------------------------------------- -----
(Address of principal executive offices) (Zip Code)

(800) 259-9622
--------------
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
--------------------------
(Title of Class)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [ ] No [x]

At November 30, 2005, 488,037,593 shares of the registrant's common stock (no
par value) were outstanding.

Transitional Small Business Disclosure Format (check one):

YES / / NO /X/

PART I. - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET (UNAUDITED)
- ---------------------------------------------------------------------------------------------------

November 30, 2005 2004
- ---------------------------------------------------------------------------------------------------
ASSETS

Current Assets
Cash $ 388,135 $ 716
Accounts receivable
----------- -----------
Total current assets 388,135 716
----------- -----------

Property and Equipment, net of accumulated depreciation
of $89,409 for 2005 and $68,030 for 2004 40,637 29,807

Other Assets
Patent, net of accumulated amortization of zero for 2005
and $9,964 for 2004 -- 16,941
----------- -----------
Total other assets -- 16,941
----------- -----------

TOTAL ASSETS $ 428,772 $ 47,464
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable $ -- $ 20,000
Accrued Expenses 393,914 480,677
Litigation reserve -- 143,500
----------- -----------
Total current liabilities 393,914 644,177
----------- -----------

Long-term Liabilities
Officer's loan 42,802 241,958
Notes Payable -- 25,000
----------- -----------
Total long-term liabilities 42,802 266,958
----------- -----------

Stockholders' Deficit
Preferred stock, no par value, 37,000,000 authorized; issued and
outstanding 33,900,000 for 2005 and zero for 2004 409,000 --
Series A preferred stock, no par value, 3,000,000 authorized; issued
and outstanding 3,000,000 for 2005 and zero for 2004 30,000 --
Common stock, no par value, authorized 500,000,000 shares; issued
and outstanding 488037593 for 2005 and 12,864,593 for 2004 6,580,713 5,442,153
Accumulated deficit (7,027,657) (6,305,824)
----------- -----------
Total stockholders deficit (7,944) (863,671)
----------- -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 428,772 $ 47,464
=========== ===========

CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- -------------------------------------------------------------------------------------------------------------------------

For the three months ended For the six months ended
November 30, November 30,
----------------------------------- -----------------------------------
2005 2004 2005 2004
- -------------------------------------------------------------------------------------------------------------------------
Revenue $ 234,212 $ 86,813 $ 767,084 $ 223,293

Cost of Sales 109,012 37,091 194,059 95,247
----------------- ----------------- ----------------- -----------------

Gross Profit 125,200 49,722 573,025 128,046

Selling, General and Administrative Expenses 473,061 72,871 1,032,307 168,215
----------------- ----------------- ----------------- -----------------

Operating Loss (347,861) (23,149) (459,282) (40,169)
----------------- ----------------- ----------------- -----------------

Other (Expenses):
Interest Expenses (642) (3,629) (2,184) (6,719)
----------------- ----------------- ----------------- -----------------

Net Loss before Taxes (348,503) (26,778) (461,466) (46,888)

Provision for Income Taxes 800 800
----------------- ----------------- ----------------- -----------------

Net Loss $ (348,503) $ (26,778) $ (462,266) $ (47,688)
================= ================= ================= =================

Basic and diluted net loss per share NIL NIL NIL NIL
================= ================= ================= =================

Weighted average number of common shares 453,202,853 12,864,593 377,323,385 12864593

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- ------------------------------------------------------------------------------------------------

For the six months ended November 30, 2005 2004
- ------------------------------------------------------------------------------------------------
Cash Flow from Operating Activities:
Net Loss $ (462,266) $ (47,688)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Stock Issued for Services
Accounts receivable
Depreciation and Amortization 7,464 5,617
Patents, Net
Increase (Decrease) in:
Accounts Payable -- 7,517
Accrued Expenses 7,384
Litigation reserve (143,500)
----------- -----------
Net Cash Used in Operating Activities (590,918) (34,554)
----------- -----------

Cash Flow from Investing Activities:
Additions to fixed assets (23,174) --
----------- -----------
Net Cash Used In Investing Activities (23,174) --
----------- -----------

Cash Flow from Financing Activities:
Net Repayments from Note Payable to Related Party (60,000) (34,223)
Repayments to Notes Payable (25,000)
Proceeds from Issuance of Preferred Stock 40,000
Proceeds from Issuance of Common Stock 1,029,500 34,940
----------- -----------
Net Cash Flow Provided by Financing Activities 984,500 717
----------- -----------

Net Increase (Decrease) Increase in Cash 370,408 (33,837)

Cash Balance at Beginning of Period 17,727 34,553
----------- -----------

Cash Balance at End of Period $ 388,135 $ 716
=========== ===========

Supplemental Disclosures of Cash Flow Information
Interest paid $ -- $ --
Taxes paid $ -- $ --

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT
- --------------------------------------------------------------------------------

NOTE 1 - NATURE OF BUSINESS

Ingen Technologies, Inc., (formerly known as Creative Recycling Technologies
Inc., the "Company" or "Ingen Technologies"), is a Public Company trading under
OTC: IGTN.PK. Ingen Technologies is a growth-oriented technology company that
offers a diverse and progressive services and products.

Ingen Technologies, Inc., is a Georgia corporation ("IGTN") and owns 100% of the
capital stock of Ingen Technologies, Inc. a Nevada corporation and it has been
in business since 1999.

The Company's flagship product is its BAFI (TM), the world's first wireless
digital low gas warning system for pressurized gas cylinders. On October 24,
2000, the BAFI (TM) received a U.S. Patent with Patent No. 6,137,417. BAFI (TM),
now in its second generation, is an accurate and cost-effective, real-time
pressurized gas warning system that will alert users when gas levels are
approaching empty. There are three BAFI(TM) successor products in various stages
of development; GasAlert(TM), OxyAlert(TM) and OxyView.

The BAFI (TM) line has multiple applications, inclusive but not limited to, the
Medical Industry, Home Consumer, Residential Development Industry, Safety &
Protection (fire and police), Aircraft Industry, and the Recreational Vehicle
Industry. BAFI (TM) meets or exceeds regulatory compliance of this type of
product and is completed and in production.

The Company also sells Secure Balance(TM); it's main source of income currently.
The Secure Balance (TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system available to
physicians throughout the United States.

Presentation of Interim Information: The accompanying consolidated financial
statements as of November 30, 2005 and 2004, for the three and six months ended
November 30, 2005 and 2004 have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These consolidated financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's Annual Report on Form 10-KSB for the
year ended May 31, 2005.

In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows as of November 30, 2005 and 2004, for the
three and six months ended November 30, 2005 and 2004 have been made. The
results of operations for the three and six months ended November 30, 2005 are
not necessarily indicative of the operating results for the full year.

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

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT
- --------------------------------------------------------------------------------

NOTE 2 - GOING CONCERN

The Company's consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of 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.

Management of the Company is actively increasing marketing efforts to increase
revenues. The ability of the Company to continue as a going concern is dependent
its ability to meet its financing arrangement and the success of its future
operations. The consolidated financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

The company incurred a loss of $462,266 and $47,688 for the six months ended
November 30, 2005 and 2004, and as of that date, had an accumulated deficit of
$7,027,657 and $6,305,824, respectively.

NOTE 3 - ACCRUED EXPENSES

Accrued expenses at November 30, 2005 and 2004 consist of:

2005 2004
-------- --------

Accrued officer's compensation $362,000 $460,000
Accrued Interest Expense 31,114 19,077
Accrued taxes 800 1,600
-------- --------
Total $393,914 $480,677
======== ========

NOTE 4 - NET LOSS PER SHARE

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

November 30, 2004
---------------------------------
Numerator:
Net Loss $ (462,266) $ (47,688)
------------- -------------
Denominator:
Weighted Average Number of Shares 377,323,385 12,864,593
------------- -------------

Net loss per share-Basic and Diluted NIL NIL

NOTE 5 - SEGMENT INFORMATION

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" requires that a publicly traded company must disclose information
about its operating segments when it presents a complete set of financial
statements. Since the Company has only one segment; accordingly, detailed
information of the reportable segment is not presented.

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT
- --------------------------------------------------------------------------------

NOTE 6 - RELATED PARTY TRANSACTIONS

The Company had notes payable to a related party in the amounts of $42,802 and
$241,958 as of November 30, 2005 and 2004, respectively. The interest rate on
the loan is 6% and due upon working capital availability, but no sooner than
June 1, 2006. The related accrued interest is $31,114and $19,077 as of November
30, 2005 and 2004, respectively.

NOTE 7 - 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 November 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 November be
required to indemnify such persons for liabilities arising our 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 November 30, 2005.

NOTE 8 - PREFERRED STOCK

The Company is authorized to issue 40,000,000 shares of no par value preferred
stock. As of November 30, 2005 and 2004, the Company had 33,900,000 and zero
shares of preferred stock issued and outstanding, respectively. No dividends
shall accrue or be payable on the preferred stocks. On February 2005, the
Company designated 3,000,000 of the shares of preferred stock as "Series A
Preferred Stock". The Company has the right to redeem each share of Series A
preferred stock for $1; however, there is no obligation for this redemption.
Each share of Series A preferred stock is entitled to vote on all matters with
holders of the common stock; however, each Series A preferred stock is entitled
to 15 votes. Each share of Series A preferred stock is convertible, at the
option of the holder and subject to a 65 day written notice to the Company, at
any time after the date of the issuance into 10 shares of common stock. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company, the holders of Series A preferred stock are entitled to be paid $1
per share before any payments or distribution of assets of the Company to the
holders of the common stock or any other equity securities of the Company.

NOTE 9 - SUBSEQUENT EVENTS

On October 31, 2005, the Company held a special shareholder meeting and
approved effective as of December 7, 2005, to reduce the number of authorized
common shares to 100 million, a 40 to 1 reverse split of all issued and
outstanding common shares, and a 3 to 1 reverse split of all issued and
outstanding preferred shares. All preferred shares were designated Class A
preferred shares. Class A preferred shares are now convertible on a one-to-one
basis into common shares and have one vote per share on all matters that common
shareholders can vote on. The Company's new trading symbol is IGTG. OxyView(TM)
is now trademarked.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

This Quarterly Report on Form 10-QSB contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, 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 Risk Factors section
of this Item 2 and elsewhere in this Form 10-QSB, 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-QSB with the Securities and Exchange
Commission.

OVERVIEW

We are a medical device manufacturer and service provider for medical and
consumer markets both domestic and (planned for) abroad. We have four products,
one of which has had sales in at least the last two fiscal years (Secure
Balance(TM)). The others are oxygen and gas monitoring safety devices that we
have developed over the last few years and expect to begin selling in calendar
year 2006, OxyView(TM), OxyAlert(TM) and GasAlert(TM).

Subject to the receipt of funding, we also are moving into the food farming and
pharmaceutical industries by beginning our development of Pure Produce(TM)
production facilities. Pure Produce(TM) involves the growing of clean, fresh
produce without dirt, disease and pesticides. Pure Produce is also a "natural
nutriceutical," meaning that the produce has increased useable biomass resulting
from its "laboratory like" growing conditions. Pure Produce also has
pharmaceutical applications by utilizing molecular farming techniques to enhance
the development of drugs otherwise too expensive or difficult to produce in
other ways.

Our sales revenues for the second quarter of fiscal year 2006 (September 1, 2005
through November 30, 2005) were $234,212, compared with $86,813 in sales in the
second quarter of fiscal year 2004. All of these sales were of Secure
Balance(TM). We had sales revenues of $767,084 for the first half of our fiscal
year 2006 compared to $223,293 for the same time period in fiscal year 2004 (all
Secure Balance(TM) as well). We expect this upswing to continue for our current
fiscal year and beyond as we build our Secure Balance(TM) brand recognition in
the market and intensify our efforts for market penetration.

In addition, we have completed our prototype testing for OxyView(TM) and
anticipate the commencement of manufacturing and sales during our next fiscal
quarter.

OxyView(TM) is a proprietary medical product with a US Patent Pending that
measures the accuracy of oxygen flow-rate for patients using oxygen during
surgery, hospitalization, and outpatient oxygen therapy. OxyView(TM) is a
disposable pneumatic analog gauge that measures the oxygen flow-rate close to
the patient. It allows the medical staff and patient to quickly determine any
malfunction of oxygen flow-rate between the source and the patient. OxyView(TM)
can be used with any oxygen delivery source and has additional markets in
aviation, fire fighting, and military.

According to a 2002 report of the Department of Health and Human Resources,
there are over 5000 oxygen cannulas used every day in hospitals and surgical
rooms, and over 8 million patients using oxygen as outpatient therapy for a
variety of pulmonary diseases. The hospitals and surgical staff are required to
dispose of the units per OSHA regulations. OxyView(TM) is a product that is
clean-packaged and disposable.

OxyView(TM) retail pricing will start at $14.95 per unit (per our current plan).
With the most current interest in distribution and strategic advertising, the
Company anticipates penetrating 10% of the market throughout the calendar year
of 2006. If we meet these goals, we will have sold $2.8 million to hospitals and
surgical facilities, and another $12 million sold to oxygen suppliers/medical
supply chains for patients using outpatient oxygen therapy during the first
year.

The elderly population will increase dramatically over the next 10 years. The
majority of pulmonary diseases reside within our elderly population over 55.
OxyView(TM) is available to all patients of any age. With the increasing
problems of malpractice law suits, OxyView(TM) provides additional means to
assist with the prevention of various medical malpractice issues related to
oxygen therapy and provides a means to assure proper and accurate oxygen
delivery to patients.

We have had significant losses since inception. Our net loss was $348,503 in the
second quarter of fiscal year 2006, compared with $26,778 in the second quarter
of
fiscal year 2005. Our net loss for the first half of fiscal year 2006 is
$462,266 compared with $47,688 during the same time period in fiscal year 2005.
Our net loss in fiscal year 2004 was $951,101 and in fiscal year 2005 was
$307,255. We anticipate that we will incur substantial additional operating
losses in our fiscal year 2006 as we wrap up our research and development of our
BAFI(TM) product line, start development of Pure Produce(TM) and continue to
seek an increase in Secure Balance(TM) sales. We will also have continuing
development, manufacturing and sales costs for OxyView(TM). As of November ,
2005, we had an accumulated deficit of $7,027,657 (up from $6,305,824 in the
second quarter of fiscal year 2005).

Our business plan for the remainder of fiscal year 2006 (ending May 31, 2006) is
to continue our efforts to increase the market share Secure Balance(TM),
increase our emphasis on Pure Produce(TM) development and to begin world-wide
sales of one of our BAFI(TM) product lines, OxyView(TM).

We sold 8,300,000 of our common shares in the second quarter of fiscal year
2006, for a total purchase price of $250,000. We also sold 2 million shares of
our preferred stock for a total purchase price of $40,000.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our consolidated
financial statements. Certain of our policies require the application of
management's 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. Our
significant accounting policies include:

STOCK-BASED COMPENSATION

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes the use of
the fair value based method of accounting for stock-based compensation
arrangements under which compensation cost is determined using the fair value
stock-based compensation determined as of the date of grant and is recognized
over the periods in which the related services are rendered. The statement also
permits companies to elect to continue using the intrinsic value accounting
method specified in Accounting Principles Bulletin Opinion No. 25, "Accounting
for Stock Issued to Employees," to account for stock-based compensation issued
to employees. Through May 31, 2005, we have elected to use the intrinsic value
based method and have disclosed the pro forma effect of using the fair value
based method to account for our stock-based compensation. We plan to continue
using the intrinsic value based method and providing disclosure for the pro
forma effect of using the fair value based method to account for our stock-based
compensation through our fiscal quarter ending in November, 2005.

As a result of the recent adoption by the Financial Accounting Standards Board
of SFAS No. 123 (revised 2004) "Share-Based Payment," or SFAS No. 123(R), we
will be required, beginning in our fiscal quarter ending February of 2006, to
apply the fair value method as prescribed in SFAS No. 123(R). Although our
adoption of SFAS No. 123(R) could have a material impact on our financial
position and results of operations, we are still evaluating the potential impact
from adopting this statement.

ALLOCATION OF COSTS

We allocate certain indirect costs associated with support activities such as
the rent and utilities for facilities. These costs are allocated between
research and development expense and general and administrative expense based on
headcount and/or square footage.

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).

RESULTS OF OPERATIONS

We had $234,212 in sales in the second quarter of fiscal year 2006, up from
$86,813 in the same quarter of fiscal year 2005. Our cost of sales was $109,012
in the second quarter of fiscal year 2006 and $37,091 in the same quarter of
fiscal year 2005. As a result, our gross profit increased from $49,722 in the
second quarter of fiscal year 2005 to $125,200 in the second quarter of fiscal
year 2006. Our selling, general and administrative expenses for the second
quarter of fiscal year 2006 were $473,061 ($72,871 in the same quarter of fiscal
year 2005).

Much of this increase in our selling, general and administrative expenses is
attributable to the increase in sales for the first half of this fiscal year
brought about by more word-of-mouth referrals from our physician clientele,
adding more Secure Balance sales representatives and an increase in advertising
costs. We have resumed periodic reporting under the Exchange Act of 1934 to the
Securities and Exchange Commission again (after a several year absence)and have
increased legal and accounting fees as a result. We have also tested completed
testing of our OxyView(TM) prototype and are moving ahead with manufacturing and
sales efforts, adding to our expense.

Our operating loss increased from $23,149 in the second quarter of fiscal year
2005 to $347,861 in the second quarter of fiscal year 2006. We expect our
operating costs to remain constant or increase somewhat in the last half of
fiscal year 2006, but still have a goal of turning a profit late in fiscal year
2006 or in 2007.

We have not generated profits to date and therefore have not paid any federal
income taxes since inception. We paid $800 minimum franchise tax in California
in years 2004 and 2005. As of May 31, 2005, our federal tax net operating loss
carryforward was $1,406,771 ($1,099,516 in 2004), which will begin to expire in
2019, if not utilized. Our ability to utilize our net operating loss and tax
credit carryforwards may become subject to limitation in the event of a change
in ownership.

LIQUIDITY AND CAPITAL RESOURCES

We financed our operations in the second quarter of fiscal year 2006 through
$234,212 of sales of Secure Balance(TM) and private placement common and
preferred stock sales totaling $290,000.

In years past, prior to the commencement of Secure Balance(TM) sales, we relied
on loans and deferments from our CEO and Chairman Scott R. Sand and the
approximate $300,000 investment of Mr. Jeffrey Gleckman (one of our two
preferred shareholders). From June 10, 1999 to March 31, 2004, Mr. Sand provided
"Ingen Nevada," and then "Ingen Georgia" (after our reverse merger; for a short
period of time) with a total of $72,000 in cash loans and $360,000 in deferred
executive compensation. Mr. Sand drew $54,000 in compensation over this time
period. We repaid Mr. Sand $60,000 in the first quarter of fiscal year 2006,
$173,379 in fiscal year 2005 and $33,649 in 2004.

As of November 30, 2005, we had cash on hand of $388,135 (compared to $716 in
the same quarter of fiscal year 2005). We had no accounts receivable during this
time period (none in the same quarter of fiscal year 2005).

Our future cash requirements will depend on many factors, including finishing
our research and development programs for our BAFI(TM) product line (largely
completed), the costs involved in filing, prosecuting and enforcing patents,
competing technological and market developments and the cost of product
commercialization, emphasizing development of Pure Produce(TM), commencing our
manufacturing and sales programs for OxyView(TM), as well as our ongoing Secure
Balance(TM) sales effort. We do not expect to generate a positive cash flow from
operations at least until the commercial launch of our BAFI(TM) product line
(planned for calendar year 2006) and possibly later given the expected cost of
commercializing our products. We intend to seek additional funding through
public or private financing transactions. Successful 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. See "Business Risks" below.

FINANCINGS

We sold 8.3 million shares of our unrestricted common stock in the second
quarter of fiscal year 2006 for a total purchase price of $250,000. These stock
purchases were made by Hope Capital, Inc. (3.3 million shares)and Xcel
Associates, Inc. (5 million shares). These sales were all at slightly more than
$0.03 per share. We sold 2 million of our preferred shares for a total purchase
price of $40,000 to Xcel Associates. We anticipate filing a registration
statement with the Securities and Exchange Commission during our fiscal year
2006. We currently are planning to offer $5,000,000 of our securities.

PLAN OF OPERATION

We have reserved approximately $500,000 in private placement common stock sales
proceeds from fiscal year 2005 and the first two quarters of fiscal year 2006 as
a starting point for the funding for our operations in fiscal year 2006 and
beyond (presently budgeted at $5 million gross in securities sales proceeds plus
projected Secure Balance sales for the fiscal year of $1,650,000). If we are
successful in filing and selling our planned $5,000,000 public stock
registration in fiscal year 2006 ($4,500,000 net to us after selling expenses),
and have at least $1,650,000 in Secure Balance(TM) sales, we plan to use these
funds as follows over the next 12 months:

CATEGORY ESTIMATED COST

General and Administrative $400,000 (another $500,000 paid through
Secure Balance(TM) sales)
Advertising $400,000 for BAFI(TM) product line
(another $150,000 for Secure Balance(TM)
paid with Secure Balance(TM) sales)
Manufacturing Costs $1,000,000 for BAFI(TM) product line
(another $1,000,000 for Secure
Balance(TM) paid with Secure Balance(TM)
sales)
Research and Development $400,000 (to create production models for
BAFI(TM) product line)
$2,000,000 (Development of Pure
Produce(TM))
Consultants, Professionals $300,000
Debt repayment will be paid out of product sales
Contingency $500,000

Figures above are approximate and are being utilized by management for planning
purposes only. The actual costs within each category and our total costs of
operation for fiscal year 2006 and over the next 12 calendar months may vary
significantly from the estimates set forth above based on the factors discussed
throughout this document.

Except for Secure Balance sales, which we have added in this quarter, we have
not included our projected sales revenues in our budget for fiscal year 2006.
Since we do not know if we will be able to sell our securities in a public
registration, revenues earned will be utilized in the same categories as
presented above. If we do not sell our securities in a public registration in
fiscal year 2006, we will have to forgo development of Pure Produce(TM) until
(and if) we can find some other funding method. We projected Secure Balance(TM)
sales of $500,000 in each of our first and second fiscal quarters of 2006 and
are now projecting $600,000 in each of our last fiscal quarters of 2006. The
$600,000 figure is a reduction from $700,000 in the last two quarters as
contained in our August 31, 2005 Form 10-QSB. Our actual sales of Secure Balance
have been $767,084 for the first two quarters of this fiscal year.

We have projected OxyView(TM) sales of $200,000 in our third fiscal quarter of
2006 (December-February) and $400,000 in our fourth fiscal quarter. Our
OxyAlert(TM) fourth quarter sales projection is $200,000. Management believes
these are conservative, achievable sales projections, but actual results may
vary depending on how quickly we are able to commence our manufacturing and
sales efforts for this product. We expect to engage in at least 6 months of
intensive marketing of our BAFI(TM) product line before sales pick up. Our
market for GasAlert(TM) is a much broader, larger market and we have declined to
project sales totals presently.

TRENDS THAT MAY IMPACT OUR LIQUIDITY

Positive Trends:

The United States has an increasingly elderly population. Our Secure Balance(TM)
and BAFI(TM) product line (except GasAlert(TM) which targets the entire adult
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(TM) system and
OxyAlert(TM) and OxyView(TM) 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 BAFI(TM) product line since 1999. Now, some 6 years
later, we still have not identified competition in the marketplace for our
BAFI(TM) product line. The lack of competition is expected to enhance our
planned marketing campaign.

We believe that Secure Balance(TM) is now among the leaders in the balance and
fall prevention industry. We expect to be able to capitalize on this notoriety
and increase our Secure Balance(TM) sales in fiscal year 2006 and beyond.

Negative Trends:

Our product sales are impacted by Medicare, and are Medicare dependent. Adverse
economic conditions, federal budgetary concerns and politics can affect Medicare
regulations and could negatively impact our product sales.

SEASONAL ASPECTS THAT EFFECT 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 February,
followed by a decrease from March to May. 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(TM) LEASING AND FINANCING PROGRAMS

Our Secure Balance(TM) Leasing and Financing Programs are offered to allow our
physician and medical facility clients a variety of affordable leasing and
financing options. Our financing option includes a 90 deferral program, giving
clients a chance to earn revenues from Secure Balance(TM) before payments are
due. Please see our website to see the particulars of these financing options.

PURE PRODUCE(TM) - A DEVELOPING PRODUCT

We have decided to move Pure Produce(TM) on the "front burner" in terms of
planned expenditures for development. We have an agreement in place with
AgroWorx, Inc., a company affiliated with one our directors, Christopher A.
Worth. This agreement relates to Pure Produce(TM), an AgroWorx line of plant
products. We will work in concert with AgroWorx to develop production facilities
and market the products grown therein.

The Pure Produce(TM) product is a continuing research & development program
currently under design. This program uses hydroponics technology to grow various
plants without the use of soil, fertilizer and water consumption. The Company
anticipates entering the nutriceutical and pharmaceutical markets over the next
two years. If we are able to complete our contemplated public stock registration
this fiscal year, the amount of funding anticipated for the project is as much
as $2 million to construct and operate as many as 10 production facilities.

The Ingen Technologies, Inc. Pure Produce(TM) facilities will be designed to
offer vegetable growth efficiency, without pesticides. The Agro-facility will
offer the most efficient use of water and energy conservation technologically
available, while offering the best method for insulator towards food security
available to us.

The main competitive advantage of the facilities, if operational, will be to
deliver off-season, high profit margin gourmet vegetables, herbs and edible
flowers. The produce grown can be customized for local consumption or be grown
for specific export markets. There are three core market sectors for Pure
Produce(TM):

$15 billion a year and growing for clean, fresh produce grown without dirt,
insects and pesticides (according to the USDA). $13 billion a year and growing
for "natural nutriceuticals", meaning edible plants with increased useable
biomass made possible because of continuous "laboratory like" growing conditions
(from Alberta Agricultural Food and Rural Development Publication, "Natural
Health Products, Market Opportunity Identification for Herbs and Botanicals in
Alberta," June, 2004). Pharmaceutial applications (perhaps approaching $100
billion in sales by 2020; a prediction from www.molecularfarming.com) are also
contemplated by using these natural nutriceuticals as "biological factories" to
generate drugs difficult or expensive to produce in other ways.

NEW EMPLOYEES

If we obtain funding, we anticipate hiring as many as six employees for our Pure
Produce(TM) facilities. Other than that, we anticipate continuing the bulk of
our business operations utilizing independent contractors.

BUSINESS RISKS

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 November 30, 2005, we have incurred total accumulated losses of
$7,027,657. 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 research and development and from general and administrative
costs associated with operations. We expect to incur 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 any anticipated
revenue generated from our BAFI(TM) product line (including OxyView(TM)) and
Pure Produce(TM)). 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:

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

o our progress with research and development;

o the costs and timing of obtaining new patent rights (if any);

o cost of continuing operations and sales;

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

o regulatory changes and competition and technological developments
in the market.

We will be relying on future securities sales to enable us to grow and reach
profitability. There is no guarantee we will be able to sell our securities.

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

We have relied on loans and compensation deferrals from our CEO and Chairman,
Scott R. Sand, and investment from Jeffrey Gleckman, to sustain us from 1999
into fiscal year 2004. Although we have paid much of these loans from Mr. Sand
back, we may be unable to repay the remainder as planned and may have to look
again to Mr. Sand for assistance in financing if our securities sales don't go
as planned. There is no guarantee that Mr. Sand will have financial resources
available to assist in our funding.

WE ARE SUBJECT TO NEW CORPORATE GOVERNANCE AND INTERNAL CONTROLS REPORTING
REQUIREMENTS, AND OUR COSTS RELATED TO COMPLIANCE WITH, OR OUR FAILURE TO COMPLY
WITH EXISTING AND FUTURE REQUIREMENTS COULD ADVERSELY AFFECT OUR BUSINESS.

We face new corporate governance requirements under the Sarbanes-Oxley Act of
2002, as well as new rules and regulations subsequently adopted by the SEC.
These laws, rules and regulations continue to evolve and may become increasingly
stringent in the future. In particular, we will be required to include
management and auditor reports on internal controls as part of our annual report
for the year ended December 31, 2006 pursuant to Section 404 of the
Sarbanes-Oxley Act. We cannot assure you that we will be able to fully comply
with these laws, rules and regulations that address corporate governance,
internal control reporting and similar matters. Failure to comply with these
laws, rules and regulations could materially adversely affect our reputation,
financial condition and the value of our securities.

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

We are a relatively new company and our BAFI(TM) product line in particular is
still in the late stages of development (we still need manufacturing
prototypes for OxyAlert(TM) and GasAlert(TM)). These products, including
OxyView(TM), once marketing commences, may not be successfully developed or
commercialized on a timely basis, or at all. Our Pure Produce(TM) concept is
also in its earliest stage of development. If we are unable, for technological
or other reasons, to complete the development, introduction or scale-up of
manufacturing of these 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:

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

o are safe and effective;

o are protected from competition by others;

o do not infringe the intellectual property rights of others;

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

o 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 cannot be sure that we will be able to establish any
additional research collaborations or licensing arrangements necessary to
develop and commercialize products using our technology or that we can 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:

o 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;

o collaborators may delay clinical trials, under-fund a clinical
trial program, stop a clinical trial or abandon a product, repeat
or conduct new clinical trials or require a new formulation of a
product for clinical testing;

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

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

o 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;

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

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

SECURE BALANCE(TM) 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(TM)." 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 (or using the
SportKat name). Only time will tell if the non-exclusive nature of the provision
of the devices themselves to us negatively impacts our ability to capture a
meaningful market share. If our sales of Secure Balance(TM) suffer because of
this non-exclusive relationship, our financial prospects and operational results
will be negatively impacted.

ALTHOUGH WE DO NOT HAVE DIRECT COMPETITION IN RELATION TO OUR BAFI(TM) PRODUCT
LINE, WE EXPECT IT IN THE FUTURE.

Although we are unaware of any current competition for our BAFI(TM) product
line, we expect competition to develop after we begin marketing our products. It
is unknown at this time what impact any such competition could have on us.
However, we are a "going concern" enterprise and it is certainly 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.

Although we have stated that we intend to apply for international patents for
our BAFI(TM) product line, we have not as yet done so. We do not know when, and
if, we will apply for such 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.

IF WE ARE UNABLE TO PROTECT EFFECTIVELY 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. Scott 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 OUR BAFI(TM) PRODUCT LINE
AND WE MAY ENCOUNTER PRODUCTION PROBLEMS OR DELAYS, WHICH COULD RESULT IN LOWER
REVENUE.

To date, we have not produced a BAFI(TM) product line product for sale.
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 INTO
COLLABORATIONS 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 sales, marketing or distribution employees. 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 agreement with one or more distribution
entities or collaborators under acceptable terms, we may be required to market
our products directly (direct marketing is one component of our marketing
strategy). We may elect to establish our own specialized sales force and
marketing organization to market our products. In order 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.

If we are able to launch commercially our BAFI(TM) product line (and Pure
Produce(TM)), we will face exposure to product liability claims. We have
exposure selling Secure Balance(TM). 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.

A SUBSTANTIAL NUMBER OF SHARES WE HAVE ISSUED IN EXEMPT TRANSACTIONS ARE, OR ARE
BEING MADE, AVAILABLE FOR SALE ON THE OPEN MARKET. THE RESALE OF THESE
SECURITIES MIGHT ADVERSELY AFFECT OUR STOCK PRICE.

Most of our common shares have been held by our shareholders for periods of one
or two years or longer (or are unrestricted). Some of these shares have had
restrictions lifted. The shares sold to Hope Capital, Inc. and others in the
last part of fiscal year 2005 and in the first quarter and second quarter of
fiscal year 2006 were unrestricted common shares. We will undoubtedly have
unrestricted shares issued in the future. There is no way to control the sale of
these shares on the secondary market (we trade on the Pink Sheets and plan to go
to the OTC BB in the future). The resale of these unrestricted shares might
adversely affect our stock price.

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 .002 and as high as .285. Both volume and price could also be subject to wide
fluctuations in response to various factors, many of which are beyond our
control, including:

o actual or anticipated variations in quarterly and annual operating
results;

o announcements of technological innovations by us or our
competitors;

o developments or disputes concerning patent or proprietary rights;
and

o general market perception of medical device and provider
companies.

IF THE OWNERSHIP OF OUR COMMON STOCK CONTINUES TO BE SOMEWHAT CONCENTRATED, IT
MAY PREVENT YOU AND OTHER STOCKHOLDERS FROM INFLUENCING SIGNIFICANT CORPORATE
DECISIONS AND MAY RESULT IN CONFLICTS OF INTEREST THAT COULD CAUSE OUR STOCK
PRICE TO DECLINE.

As of November 30, 2005, our executive officers, directors and their affiliates
beneficially own or control approximately 20% of the outstanding shares of our
common stock. Accordingly, our current executive officers, directors and their
affiliates will have some control over the outcome of corporate actions
requiring stockholder approval, including the election of directors, any merger,
consolidation or sale of all or substantially all of our assets or any other
significant corporate transactions. These stockholders may also delay or prevent
a change of control of us, even if such a change of control would benefit our
other stockholders. The concentration of stock ownership may adversely affect
the trading price of our common stock due to investors' perception that
conflicts of interest may exist or arise.

WE MAY ISSUE PREFERRED STOCK IN THE FUTURE, AND THE TERMS OF THE PREFERRED STOCK
MAY REDUCE THE VALUE OF YOUR COMMON STOCK.

We are authorized to issue up to 40,000,000 shares of preferred stock in one or
more series. Our Board of Directors will be able to determine the terms of
preferred stock without further action by our stockholders. If we issue
preferred stock, it could affect your rights or reduce the value of your common
stock. In particular, specific rights granted to future holders of preferred
stock could be used to restrict our ability to merge with or sell our assets to
a third party. These terms may include voting rights, preferences as to
dividends and liquidation, conversion and redemption rights, and sinking fund
provisions.

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.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that material
information related to our company is recorded, processed, summarized and
reported within the time periods specified in the SEC rules and forms.

(a) As of the end of the period covered by this report, we carried out an
evaluation under the supervision and with the participation of our Chief
Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934). Based upon that evaluation, our CEO and CFO concluded, as
of the date of such evaluation, that the design and operation of such disclosure
controls and procedures were effective.

(b) No significant changes were made in our internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act)
during our most recent fiscal quarter.

(c) Limitations. Our management, including our CEO and CFO, does not expect that
our disclosure controls or internal controls over financial reporting will
prevent all errors or all instances of fraud. A control system, no matter how
well designed and operated, can provide only reasonable, not absolute, assurance
that the control system's objectives will be met. Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within our company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Controls can also be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the controls. The design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and any design may not succeed in achieving its stated goals
under all potential future conditions. Over time, controls may become inadequate
because of changes in conditions or deterioration in the degree of compliance
with policies or procedures. Because of the inherent limitation of a
cost-effective control system, misstatements due to error or fraud may occur and
not be detected.

PART II. - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may from time to time become a party to legal proceedings arising in the
ordinary course of business. Other than the lawsuit described above, we are not
currently a party to any material pending litigation or other material legal
proceeding.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

We sold $250,000 worth of our unrestricted common shares in a Regulation D, Rule
504 private placement offering (coupled with the Model Accredited Investor
Exemption) in the second quarter of fiscal year 2006. All such shares were sold
at very slightly more $0.03 per share to purchasers as described above. It has
been represented to us in the underlying contractual documentation that these
purchasers are accredited investors as that term is defined in Regulation D of
the Securities and Exchange Commission. There weren't enough shares sold to
present a change in control issue.

We sold $40,000 worth of our restricted preferred shares to an accredited
investor in a Regulation D, Rule 505 private placement offering in the second
quarter of fiscal year 2006.

ITEM 6. EXHIBITS

(all exhibits with original signatures are contained in the corporate office
files of Ingen Technologies, Inc.)

Exhibit No. Document Description
- ----------- --------------------

10.1 Template for Regulation D, Rule 504/MAIE common stock sales during the
second quarter of our fiscal year 2006 is incorporated herein by this
reference as filed as exhibit 10.1 to our Form 10-QSB for the quarter
ended August 31, 2005.

10.2 Agreement between Ingen Technologies Inc. and Elizabeth Wald dated
October 15, 2005 for the provision of telephone answering services.*

10.3 Agreement between Ingen Technologies, Inc. and Siegal Performance
Systems, Inc. dated November 15, 2005 for distribution of Secure
Balance(TM).*

31.1 Certification of Chief Executive Officer as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

31.2 Certification of Chief Financial Officer as required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.*

32 Certification of Chief Executive Officer and Chief Financial Officer as
required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

- ---------------
* Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

INGEN TECHNOLOGIES, INC.

January 13, 2006 /s/ Scott R. Sand
-------------------------------------
Scott R. Sand
Chief Executive Officer and Chairman

January 13, 2006 /s/ Thomas J. Neavitt
-------------------------------------
Thomas J. Neavitt
Secretary and Chief Financial Officer