UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 19, 2007
INGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Georgia 000-28704 88-0429044
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
35193 Avenue "A", Suite-C, Yucaipa, California 92399
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(Address of principal executive offices) (Zip Code)
(800) 259-9622
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 4.01 Changes in Registrant's Certifying Accountant
Ingen Technology, Inc., a Georgia corporation, (the "Registrant") filed
a Report on Form 8-K on February 21, 2007 to announce a change in Registrant's
certifying accountant. The purpose of this amendment is to include the
information required by Item 304 of Regulation S-B.
In a letter dated February 19, 2007, the Registrant's Chief Executive
Officer was notified by Spector & Wong, LLP, the auditors for the last three
years, to take steps to find another qualified member of the PCOAB to review the
Registrant's interim filings, commencing with November 30, 2006. (Exhibit 16.1)
On February 20, 2007, the Registrant entered into an agreement with Child, Van
Wagoner & Bradshaw, PLLC, ("CVWB"), a qualified member of the PCOAB, to review
the Registrant's interim filings, commencing with November 30, 2006 and to audit
the Registrant's financial statements for the year ending May 31, 2007. (Exhibit
16.2) The Registrant's Board of Directors approved the change in auditors during
a board meeting on February 24, 2007.
A letter from Spector & Wong, LLP, dated February 26, 2007, addressing
the revised disclosures in this filing, is included herewith as Exhibit 16.3.
Spector & Wong, LLP's report on the Registrant's financial statements for the
fiscal years ended May 31, 2006 and 2005 respectively, and the Registrant's
interim financial statements for the quarter ended August 31, 2006 included a
disclosure of uncertainty regarding the Registrant's ability to continue as a
going concern and did not include any adverse opinion or qualification as to
audit scope or accounting principles. The content of the going concern
qualification reads as follows:
The Company's consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and
liabilities and commitments in the normal course of business. In the
near term, the Company expects operating costs to continue to exceed
funds generated from operations. As a result, the Company expects to
continue to incur operating losses and may not have sufficient funds to
grow its business in the future. The Company can give no assurance that
it will achieve profitability or be capable of sustaining profitable
operations. As a result, operations in the near future are expected to
continue to use working capital.
To successfully grow the individual segments of the business, the
Company must decrease its cash burn rate, improve its cash position and
the revenue base of each segment, and succeed in its ability to raise
additional capital through a combination of primarily public or private
equity offering or strategic alliances. The Company also depends on
certain contractors, and its sole employee, the CEO, and the loss of
any of those contractors or the employee, may harm the Company's
business.
There were no disagreements with the former accountants on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which would have caused the former accountants to
make reference to the subject matter of the disagreement in connection with its
report. The departing accountants advised the Registrant's board of directors
and audit committee that they may want to devote additional attention to the
Registrants accounting functions, controls, and procedures. In assisting with
the transfer of responsibilities to CVWB, Spector & Wong, LLP advised CVWB that
Spector & Wong, LLP was overloaded and could not meet the Registrant's deadlines
for review of the Registrant's interim financial statements.
Item 9.01 Financial Statements and Exhibits
Exhibit 16.1 Letter dated February 19, 2007 from Spector and Wong, LLP
Exhibit 16.2 Engagement Letter dated February 20, 2007 from Child, Van Wagoner
& Bradshaw, PLLC
Exhibit 16.3 Letter dated February 26, 2007 from Spector & Wong, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 27, 2007 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer and Chairman