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 February 28, 2006

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 February 28, 2006, 13,867,805 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

INTERIM REVIEWED FINANCIAL STATEMENTS FOR QUARTER ENDING FEBRUARY 28, 2006

These interim financial statements have been reviewed but not audited by our
auditors, Spector & Wong.

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

FEBRUARY 28, 2006 2005
- -------------------------------------------------------------------------------------------------------------

ASSETS
Current Assets
Cash $ 66,173 $ 558
Accounts receivable
------------ ------------
Total current assets 66,173 558
------------ ------------

Property and Equipment, net of accumulated depreciation
of $93,909 for 2006 and $69,14 for 2005 36,138 28,691

Other Assets
Patent, net of accumulated amortization of zero for 2006
and $9,964 for 2005 - 16,941
------------ ------------
Total other assets - 16,941
------------ ------------

TOTAL ASSETS $ 102,311 $ 46,190
============ ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable $ 8,800 $ 20,000
Accrued Expenses 400,555 483,429
Litigation reserve - 143,500
------------ ------------
Total current liabilities 409,355 646,929
------------ ------------

Long-term Liabilities
Officer's loan 92,802 183,437
Notes Payable - 25,000
------------ ------------
Total long-term liabilities 92,802 208,437
------------ ------------

Stockholders' Deficit
Preferred stock Series A, no par value, 40,000,000 authorized; issued and
outstanding 13,451,517 for 2006 and zero for 2005 383,580 -
Common stock, no par value, authorized 100,000,000 shares; issued
and outstanding 13,867,805 for 2006 and 12,864,593 for 2005 6,636,124 5,468,638
Accumulated deficit (7,419,550) (6,277,814)
------------ ------------
Total stockholders deficit (399,846) (809,176)
------------ ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 102,311 $ 46,190
============ ============

See notes to interim unaudited consolidated financial statements

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

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

FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
FEBRUARY 28, FEBRUARY 28,
------------------------------ -------------------------------
2006 2005 2006 2005
- -------------------------------------------------------------------------------------------------------------------

Revenue $ 79,184 $ 278,465 $ 846,268 $ 501,758

Cost of Sales 33,992 89,503 228,050 184,750
------------- ------------- ------------- -------------

GROSS PROFIT 45,192 188,962 618,218 317,008

Selling, General and Administrative Expenses 436,444 158,200 1,468,751 326,415
------------- ------------- ------------- -------------

OPERATING INCOME (LOSS) (391,252) 30,762 (850,533) (9,407)
------------- ------------- ------------- -------------

Other (Expenses):
Interest Expenses (642) (2,752) (2,826) (9,471)
------------- ------------- ------------- -------------

NET INCOME (LOSS) BEFORE TAXES (391,894) 28,010 (853,359) (18,878)

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

NET INCOME (LOSS) $ (391,894) $ 28,010 $ (854,159) $ (19,678)
============= ============= ============= =============

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

Weighted average number of common shares 13,312,249 12,864,593 267,597,919 12,864,593

See notes to interim unaudited consolidated financial statements

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
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FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 2005
- --------------------------------------------------------------------------------------------------

CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss $ (854,159) $ (19,678)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations:
Stock Issued for Services
Accounts receivable
Depreciation and Amortization (34,385) 6,733
Patents, Net
Increase (Decrease) in:
Accounts Payable 8,800 -
Accrued Expenses 14,025 10,269
Litigation reserve (143,500) -
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (1,009,219) (2,676)
----------- -----------

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 to Note Payable to Related Party (10,000) (92,744)
Repayments to Notes Payable (25,000) -
Net Proceeds from Issuance of Preferred Stock 40,000 -
Net Proceeds from Issuance of Common Stock 1,029,500 61,425
----------- -----------
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES 1,034,500 (31,319)
----------- -----------

NET INCREASE (DECREASE) INCREASE IN CASH 48,455 (33,995)

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

CASH BALANCE AT END OF PERIOD $ 66,182 $ 558
=========== ===========

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

Non-cash Activity:
Conversion of 1 Million Preferred Stocks Class A to Common Stocks $ 55,421

See notes to interim unaudited consolidated financial statements

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

NOTES TO INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENT
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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, Inc. is a public company trading under NASDAQ
OTC:IGTG, which has been in business since 1999. IGTG is a medical device
manufacturer and a growth-oriented company that owns US patent(s), trademarks,
and proprietary medical products. Ingen Technologies, Inc. ("Ingen" or the
"Company"), a Georgia Corporation, was formed as a result of a reverse merger in
March 2004 whereby Ingen became a publicly-owned company and commenced trading
in the Over-The-Counter market on the Pink Sheets. Ingen (GA) is a holding
company which owns or has intellectual property rights to certain proprietary
devices which primarily provide diagnostic and safety features to health
practitioners and patients. Operations are conducted through a 100%-owned
subsidiary, Ingen Technologies, Inc. of Nevada, which has been in business since
1999 when Chairman/CEO Scott R. Sand founded it. The principal executive office
is in Yucaipa, CA, northeast of Los Angeles.

The Company's flagship product is OxyAlert(TM), a second-generation design of
the Company's BAFI(TM) product line. Both of these products have been issued two
US Patents: Patent No. 6,137,417 issued on October 24, 2000 and Patent No.
6,326,896 issued on December 4, 2001. Both of these products are low-oxygen
safety warning devices used on remote oxygen cylinders for patients, commercial
aircraft, military transport, and fire and safety equipment. OxyAlert(TM)
technology encompasses the use of digital sensing and RF frequency transfer so
that care givers can access a hand-held remote to monitor the actual oxygen
level of any oxygen cylinder at a reasonable distance.

The newest product, OxyView, has a patent pending, and is a pneumatic gauge that
provides visual safety warning of oxygen flow for patients in the hospital,
surgical room, outpatient therapy, nursing homes and emergency response
facilities. This product enhances the safety, assurance and accuracy of patients
being administered oxygen from any source. OxyView is a lightweight pneumatic
gauge that is attached to the oxygen tubing just below the neck. It informs the
nursing staff of the oxygen flow rate near the patient. It could quickly inform
the physician or technician of any leak or inaccuracy between the delivery
source and the patient.

The Secure Balance(TM) product is a private-label product that includes a
vestibular function testing system and balance therapy system. The vestibular
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(R), Inc. in San Diego, California. The Secure Balance(TM) program
provides equipment, education and training about balance and fall prevention to
physicians and clinicians worldwide.

The Pure Produce 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.

Presentation of Interim Information: The accompanying consolidated financial
statements as of February 28, 2006 and 2005, for the three and nine months ended
February 28, 2006 and 2005 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 February 28, 2006 and 2005, for the
three and nine months ended February 28, 2006 and 2005 have been made. The
results of operations for the three and nine months ended February 28, 2006 are
not necessarily indicative of the operating results for the full year.

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

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

NOTE 1 - NATURE OF BUSINESS (continued)

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.

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 near
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
on 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 $854,159 and $19,678 for the nine months ended
February 28, 2006 and 2005, and as of that date, had an accumulated deficit of
$7,419,550 and $6,277,814, respectively.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment as of February 28, 2006 is summarized as follow:

2006 2005
---------- ----------
Automobile $ 9,500 $ 2,000
Furniture & Fixture 27,222 26,659
Machinary & Equipment 61,277 60,305
Leasehold Improvements 32,047 8,873
---------- ----------
130,046 97,837
Less accumulated depreciation (93,908) (69,146)
---------- ----------

Property and Equipment, net $ 36,138 $ 28,691
========== ==========

NOTE 4 - ACCRUED EXPENSES

Accrued expenses at February 28, 2006 and 2005 consist of:

2006 2005
------------ ------------
Accrued officer's compensation $ 362,000 $ 460,000
Accrued Professional Fees 6,000 -
Accrued Interest Expense 31,755 21,829
Accrued taxes 800 1,600
------------ ------------
Total $ 400,555 $ 483,429
============ ============

Accrued officer's compensation is accounted for on an annual basis on the
company's fiscal year. This figure will be adjusted in the company's audited
financial statements for the fiscal year ending May 31, 2006.

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

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

NOTE 5 - NET LOSS PER SHARE

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

February 28, 2006 February 28, 2005
----------------- -----------------

Numerator:
Net Loss $ (854,159) $ (19,678)
------------- -------------
Denominator:
Weighted Average Number of Shares 267,597,919 12,864,593
------------- -------------

Net loss per share-Basic and Diluted NIL NIL

NOTE 6 - 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.

NOTE 7 - RELATED PARTY TRANSACTIONS

The Company had a note payable to a related party in the amounts of $92,802 and
$183,437 as of February 28, 2006 and 2005, respectively. The note includes
proceeds for the amount of $50,000 from the sale of the Company's chief
executive officer's 1 million shares of common stock on January 17, 2006, which
was loaned to the Company. The interest rate on the note is 6% and due upon
working capital availability, but no sooner than June 1, 2006. The related
accrued interest is $31,755 and $21,829 as of February 28, 2006 and 2005,
respectively.

NOTE 8 - 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 February 28, 2006.

INGEN TECHNOLOGIES, INC. AND SUBSIDIARY

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

NOTE 9 - PREFERRED STOCK

On December 7, 2005, the Company had a reverse split of 3 to 1 for all issued
and outstanding preferred shares and converted all classes of preferred shares
into Series A preferred stock. The Company is authorized to issue 40,000,000
shares of no par value Series A preferred stock. As of February 28, 2006 and
2005, the Company had 13,451,517 and zero shares of Series A preferred stock
issued and outstanding, respectively. No dividends shall accrue or be payable on
the Series A preferred stocks. 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 1 vote. 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 1 shares of fully paid and
non-assessable share 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 shall be entitle 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.

On January 17, 2006, an officer converted 1 million shares of his Series A
preferred stock to 1 million shares of common stock.

NOTE 10 - COMMON STOCK

On October 31, 2005, the Board approved on reverse split to reduce the
authorized common shares to 100 million and also approved the reverse split of
40 to 1 outstanding and issued common shares; the effective date was December 7,
2006.

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, OxyAlert(TM) and GasAlert(TM). GasAlert(TM) development is
currently "on hold" and we don't intend to focus on it until we have OxyView and
OxyAlert(TM) in a production and sales mode.

We account for our Secure Balance(TM) sales on a cash basis. We had sales
revenues of $846,268 for the first three quarters of our fiscal year 2006
compared to $501,758 for the same time period in fiscal year 2005 (all sales of
Secure Balance(TM)). We expect the upswing (when compared on a fiscal year
basis) to continue for the last quarter of 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 and plan to
begin manufacturing and sales during this calendar year.

We have had significant losses since inception. Our net loss for the first three
quarters of fiscal year 2006 is $854,159 compared with $19,678 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 and continue to seek
an increase in Secure Balance(TM) sales. We will also have continuing
development, manufacturing and sales costs for OxyView. We will have continuing
costs in our efforts to catch up on our delinquent periodic reporting filings
with the SEC. As of February 28, 2006 we had an accumulated deficit of
$7,419,550 (up from $6,277,814 as of the third 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) and to
begin or be close to commencing world-wide sales of one of our BAFI(TM) product
lines, OxyView.

We sold 1,666,666 shares of our restricted common stock for $200,000 on February
13, 2006. We sold 1 million of our restricted common shares for $150,000 on
February 28, 2006. Proceeds from these sales were received after February 28,
2006, the close of our 3rd quarter for fiscal year 2006.

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 February of 2006.

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 FOR THE NINE MONTHS ENDED FEBRUARY 28, 2006 COMPARED TO
THE NINE MONTHS ENDED FEBRUARY 28, 2005

We had $846,268 in sales for the first 3 quarters of fiscal year 2006, up from
$501,758 during the same period of fiscal year 2005. Our cost of sales was
$228,050 for this period of fiscal year 2006 and $184,750 for the first 3
quarters of fiscal year 2005. As a result, our gross profit increased from
$317,008 in the first 3 quarters of fiscal year 2005 to $618,218 in the same
period of fiscal year 2006. Our selling, general and administrative expenses for
the first 3 quarters of fiscal year 2006 were $1,468,751 ($326,415 in the same
period of fiscal year 2005).

This increase in our selling, general and administrative expenses is
attributable to the increase in sales brought about by more word-of-mouth
referrals from our physician clientele, adding more Secure Balance independent
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 (after a several year absence) and have increased legal and
accounting fees as a result. We have also completed testing of our OxyView
manufacturing prototype and ordered the molds for production, adding to our
expense.

Our operating loss increased from $19,678 for the first 3 quarters of fiscal
year 2005 to $850,533 for the first 3 quarters of fiscal year 2006. We expect
our operating costs to remain constant in the last quarter of fiscal year 2006,
but still have a goal of turning a profit at some point in fiscal year 2007.

OPERATING LOSS CARRYFORWARD (CALCULATED ON A FISCAL YEAR BASIS)

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 deposited private placement investment proceeds in the amount of $350,000 in
March of 2006 (from investment contracts dated during the 3rd quarter of our
fiscal year 2006). We financed our operations in the first 3 quarters of fiscal
year 2006 through $846,268 of sales of Secure Balance(TM) and private placement
common and preferred stock sales totaling $1,069,500.

As of February 28, 2006, we had cash on hand of $66,173 (compared to $558 in the
same quarter of fiscal year 2005). We had no accounts receivable during this
time period (and 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 for OxyView), the costs involved in filing, prosecuting and enforcing
patents, competing technological and market developments and the cost of product
commercialization, commencing our manufacturing and sales programs for OxyView,
as well as our ongoing Secure Balance(TM) sales effort. We also have
considerable expense involved in our effort to get up-to-date on all SEC
periodic reporting filings under the Securities Exchange Act of 1934, as well as
costs involved in seeing this offering through to an effective date and beyond.

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.

PLAN OF OPERATION FOR OXYVIEW

OxyView is a proprietary medical product with a United States Patent (and
Trademark) Pending that measures the accuracy of oxygen flow-rate for patients
using oxygen during surgery, hospitalization, and outpatient oxygen therapy.
OxyView 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 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 5,000 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 is a product that is
clean-packaged and disposable.

All of our manufacturing tooling and ultimately the manufacturing process
itself, is out-sourced. We are estimating that we'll spend $260,000 in the late
winter and early spring of 2006 getting OxyView manufacturing equipment (called
manufacturing molds) ready for production. We've budgeted $114,000 for product
molding tooling, about $88,000 for assembly of the manufacturing unit and a
sonic welder and about $58,000 for special printing around the cylinder and
piston face. We will be able to order the commencement of manufacturing of
OxyView units when the manufacturing molds are completed. We plan to order
250,000 OxyView units in our first manufacturing run. Once manufacturing
commences, we anticipate about 2 weeks before product will be ready for shipping
to customers. We do not have to file a 510(k) pre-market notification with the
Food and Drug Administration for this particular product (because it is a
monitoring device).

Our retail sales effort will be through independent sales people and entities.
We do not plan to hire Ingen employees to sell OxyView. OxyView retail pricing
will start at $14.95/unit (per our current plan). As long as we meet our timing
goal for the commencement of manufacturing and have funds available for
advertising, the Company anticipates penetrating 10% of the market throughout
the calendar year of 2006. If we meet these goals, we will have $2.8 million in
sales 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, once in production, will be available to all patients of any age. With
the increasing problems of medical malpractice law suits, OxyView 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 do not plan to hire employees to manufacture, ship or sell OxyView. All of
these functions will be performed by companies and individuals that we contract
with on an independent contractor, or outside sales representative, basis.

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 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 7 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.

EMPLOYEES

We have no employees. Our company is basically a holding company (formed in
Georgia) that owns or has rights to certain proprietary products and operates
our business through another company with our same name, Ingen Technologies,
Inc., a Nevada company. As of the date of this periodic report, Ingen
Technologies, Inc., the Nevada company, has one full time employee, Mr. Scott R.
Sand, our CEO, Founder and Chairman. Mr. Sand is paid a monthly draw on a "1099"
basis (see Executive Compensation); the company does not withhold taxes from his
draw. Our Secure Balance(TM) systems (the equipment) are sold to us for re-sale
on a "private label" basis; we have no part in the design or manufacture of the
systems. We hire sales representatives to sell Secure Balance(TM). These reps
are paid on a contractual basis and are not technically our employees. We will
out-source the manufacturing of our OxyAlert(TM), OxyView and GasAlert(TM)
products and will sell these products utilizing a distribution network that will
not include the use of company employees.

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.

THE FOLLOWING RISKS RELATE TO OUR OBLIGATION TO FILE PERIODIC REPORTING UNDER
THE SECURITIES EXCHANGE ACT OF 1934:

THE SEC HAS THREATENED TO SUSPEND TRADING OF OUR STOCK

We received a letter from the enforcement division of the SEC dated October 13,
2005. The SEC Staff ("Staff") pointed out that we had not filed periodic reports
as required by the Securities Exchange Act of 1934. As of the date of the SEC's
letter, we had not filed periodic reporting since the year 1998 (CRTZ filed
periodic reports from 1996 into 1998). The letter stated that we must file all
back reporting or face a SEC administrative hearing in which the trading in our
stock could be suspended until such time as we brought our periodic reporting up
to date. Our counsel contacted the Staff and worked out an understanding that
the Staff would not schedule such a hearing as long as we began filing reporting
as soon as we possibly could, stayed current with our reporting obligation as
new periodic reports became due and maintained a continuing, good faith effort
to get caught up on the delinquent filings as soon as possible.

Our fiscal year is from June 1 to May 31. We have filed Form 10-KSBs for our
fiscal years 2004 and 2005, the 3 Form 10-QSBs for fiscal years 2004 and 2005
and Form 10-QSBs for the first two quarters of fiscal year 2006, as well as
other documents as contained on EDGAR. We are currently attempting to gather
information from former CRTZ officials, attorneys and accountants so that our
auditors can complete back financial statements and our legal counsel can
complete and file the remaining back reporting documents. Our counsel is keeping
the SEC Staff abreast of our efforts on a continuing basis. However, there is no
guarantee that we will be able to complete our back filings in a manner and
within a period of time acceptable to the SEC. There is no guarantee that we
will be able to maintain an uninterrupted public market for our securities.

THERE IS CONSIDERABLE EFFORT AND EXPENSE INVOLVED IN OUR EFFORT TO CATCH UP ON
THE DELINQUENT FILINGS

We have expended considerable administrative time on our effort to bring our
reporting obligation up to date and will continue to do so until we are able to
catch up on all the back periodic reporting filings. We have expended a
considerable amount of money in fees to our auditor and counsel to commence
periodic reporting, and to go back in time to research and prepare the filings
we have done since November of 2005. We plan to continue to expend these
administrative and financial resources until such time as we are able to file
all past-due reporting on EDGAR (and keep abreast of deadlines for prospective
filings). Given the circumstances, this is a necessary drain on the company's
resources and until we complete and file all required back reporting, this
administrative effort and financial expense may adversely affect our ability to
operate and finance our business operations.

THE FOLLOWING RISKS RELATE PRIMARILY TO THE OPERATION OF OUR BUSINESS:

NEW BUSINESS VENTURES OR ACQUISITIONS THAT WE MAY UNDERTAKE WOULD INVOLVE A
NUMBER OF INHERENT RISKS, ANY OF WHICH COULD CAUSE US NOT TO REALIZE THE
BENEFITS ANTICIPATED TO RESULT.

We continually seek to expand our operations through acquisitions of businesses
and assets, including Pure Produce. These transactions involve various inherent
risks, such as:

o uncertainties in assessing the value, strengths, weaknesses, contingent
and other liabilities and potential profitability of acquisition or
other transaction candidates;

o the potential loss of key personnel of an acquired business;

o the ability to achieve identified operating and financial synergies
anticipated to result from an acquisition or other transaction;

o problems that could arise from the integration of the acquired or new
business;

o unanticipated changes in business, industry or general economic
conditions that affect the assumptions underlying the acquisition or
other transaction rationale; and

o unexpected development costs that adversely affect our profitability.

Any one or more of these factors could cause us not to realize the benefits
anticipated to result from the acquisition of businesses or assets or the
commencement of a new business venture.

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 February 28, 2006, we have incurred total accumulated losses of
$7,419,550. 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 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 any anticipated
revenue generated from our BAFI(TM) 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:

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 may 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.

Ingen Nevada relied on loans and compensation deferrals from our CEO and
Chairman, Scott R. Sand, and investment from an individual named Jeffrey
Gleckman, to sustain the company from 1999 into fiscal year 2004. Our finances
are now consolidated and reported along with those of Ingen Nevada. 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.
Mr. Sand's executive compensation continues to accrue; currently we are paying
him $60,000 per year of the $150,000 per year he is entitled to as CEO under our
oral employment agreement with him.

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 have manufacturing prototypes for
OxyView, but still need manufacturing prototypes for OxyAlert(TM) and
GasAlert(TM). These products, once marketing commences, may not be successfully
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 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 constitute what we call "Secure Balance(TM)." (See "Description of
Business" below) 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. Currently, our
only source of sales revenues is Secure Balance(TM).

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. Sand, our CEO and Chairman, Board of Directors, scientific or
technical staff 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 do not
have "key person" life insurance policies.

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
further 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 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 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 our BAFI(TM) product line, 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.

SHAREHOLDERS MUST RELY ON MANAGEMENT FOR THE OPERATION OF THE COMPANY

All decisions with respect to the operation of Ingen and development, production
and marketing of our products, will be made exclusively by management. Our
success will, to a large extent, depend on the quality of the management of the
company. In particular, we will depend on the services of our board members and
officers. Management believes that these individuals have the necessary business
experience to supervise the management of the company and production and
commercial exploitation of our products, however, there can be no assurance that
they will perform adequately or that our operations will be successful.
Shareholders will have no right or power to take part in the management of the
company, for the most part, except to the extent of voting for the members of
the Board of Directors each year. Accordingly, no person should purchase any of
the stock offered hereby unless such prospective purchaser is willing to entrust
all aspects of the management of the company to management and has evaluated
management's capabilities to perform such functions.

THE COMPANY IS A "C" CORPORATION FOR FEDERAL TAX PURPOSES

The corporation is a "C" corporation for federal tax purposes which means that
losses or profits of the company, if any, remain in the corporation and are not
passed through for tax purposes to shareholders. All assets and liabilities of
the company are owned by the company, and not by the shareholders. A
shareholder's only asset with respect to the company is his, her or its company
share(s) of stock.

THERE ARE NO TAX BENEFITS ASSOCIATED WITH THIS OFFERING

There are no tax benefits associated with this offering of corporate stock and
the company does not intend and believes it has no obligation to register with
the Internal Revenue Service as a tax shelter. Any corporate distributions that
may be paid by the company to shareholders will be taxed as ordinary income as
to the shareholders. We have no current plans to make cash distributions to
shareholders and will not be able to do so until (and if) we achieve
profitability.

INDEMNIFICATION PROVISIONS MAY ADVERSELY AFFECT THE COMPANY

The Corporation's Articles of Incorporation provide that under certain
circumstances management and other agents will be indemnified by the company for
any liabilities or losses arising out of management's activities in connection
with the company. Indemnification under such provision could reduce or deplete
the assets of the company.

OUR QUARTERLY OPERATING RESULTS WILL FLUCTUATE

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

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

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

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

o introduction of our new sites, services and products or those of
competitors

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

o timing of upgrades and developments in our systems and infrastructure o
the level of traffic on our Web site

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

o technical difficulties, system downtime or Internet brownouts

o our ability to properly anticipate demand,

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

o our level of merchandise returns

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

o disruption of our ongoing business

o problems retaining key technical and managerial personnel

o expenses associated with amortization of goodwill and other purchased
intangible assets

o additional operating losses and expenses of acquired businesses, if any

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

RISKS RELATED TO FRAUD

Although we have developed systems and processes to mitigate fraudulent credit
card transactions, failure to prevent such fraud may impact our financial
results and may create liability for us in the sale of our products. In
addition, the steps we take to protect our proprietary rights may not be
adequate and third parties may infringe or misappropriate our copyrights,
trademarks, trade dress, patents and similar proprietary rights. Other parties
may claim that we infringed their proprietary rights. Such claims, whether or
not meritorious, may result in the expenditure of significant financial and
managerial resources.

THE FOLLOWING RISKS RELATE PRINCIPALLY TO OUR COMMON STOCK AND ITS MARKET VALUE:

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.

Some of our "restricted" common shares have been held by our shareholders for
periods of one or two years or longer. Some of these shares have had
restrictions lifted. We will undoubtedly have unrestricted shares issued in the
future. Combined, we and our selling shareholders are offering tens of millions
of unrestricted common shares in this offering. We have little in the way of
contractual restrictions in our agreements for the sale of privately placed
shares. There is no way to control the sale of these shares on the secondary
market (we trade on the Pink Sheets). The resale of these unrestricted shares,
and/or sale of shares registered in this offering, 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 and interim quarters, our common
stock has traded as low as .002 and as high as .40 (as of February 28, 2006).
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 IN
SHARES OWNED BY OUR MANAGEMENT, 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 February 28, 2006, we have 591 common shareholders and 2 preferred
shareholders. Our common and preferred shareholders each have one vote per
share. As of February 28, 2006, there are 13,867,805 common shares outstanding
and 13,451,517 preferred shares outstanding; totaling 27,319,322 voting shares.
Our executive officers, directors and one of our attorneys beneficially own or
control approximately 5.13% of the outstanding shares of our common stock
(1,401,805 common shares). Additionally, Scott R. Sand, our CEO & Chairman, owns
8,018,183 preferred shares. Our officers and directors and one of our attorneys
beneficially own or control 9,419,988 voting shares; approximately 34.48% of our
total voting shares. Mr. Sand owns 8,343,183 of our voting shares; approximately
30.54% of our total voting shares. Accordingly, our current executive officers,
directors (especially Mr. Sand) and one of our attorneys (if voting in concert)
will have considerable 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 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 "IGTG." 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:

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

o additions or departures of key personnel;

o sales of our common stock

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

o our ability to execute our business plan;

o operating results below expectations;

o loss of any strategic relationship;

o industry developments;

o economic and other external factors; and

o 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 shareholders sell substantial amounts of our common stock in the public
market, including shares issued upon the exercise of outstanding options or
warrants, 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
February 28, 2006, 9,214,334 shares of our issued common stock are unrestricted
and 4,653,471 shares are restricted (but many may be eligible to have
restrictions lifted).

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 1,666,666 shares of our restricted common stock to 2 accredited
investors for $200,000 on February 13, 2006. These sales were pursuant to Rule
506 of Regulation D. We sold 1 million of our restricted common shares for
$150,000 on February 28, 2006. This sale was to a California accredited investor
pursuant to California Corporations Code section 25102(f). Proceeds from these
sales were received after February 28, 2006, the close of our 3rd quarter for
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 Contract signed regarding Peter J. Wilke as our General
Counsel, dated January 30, 2006.*

10.2 Template for investment contract for our restricted common
stock in offers and sales to Xcel Associates, Inc. and Salvatore
Amato, dated February 13, 2006.*

10.3 Investment contract dated February 28, 2006 in which Jeffrey Gleckman
purchased 1,000,000 restricted common shares.*

10.4 Distribution Agreement (for Secure Balance(TM)) dated February
16, 2006 between Ingen Technologies, Inc. and Secure Health,
Inc.*

10.5 Agreement for Consulting Services between Ingen Technologies,
Inc. and Anita H. Beck, d/b/a Global Regulatory Services
Associates, dated February 27, 2006.*

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.*

32.3 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.

April 6, 2006 /s/ Scott R. Sand
-------------------------------------
Scott R. Sand
Chief Executive Officer and Chairman

April 6, 2006 /s/ Thomas J. Neavitt
-------------------------------------
Thomas J. Neavitt
Secretary and Chief Financial Officer