PETER J. WILKE
ATTORNEY AT LAW
INGEN TECHNOLOGIES, INC.
GENERAL COUNSEL
308 40th Street, Suite D
Manhattan Beach, CA 90266
323-397-5380
310-545-1871 (fax)
PETEWILKE@AOL.COM
Website:
WWW.PWILKEINDIEATTY.COM
Member of the California and Washington
Bar Association
February 28, 2007
Mr. Dennis C. Hult
Staff Accountant
Securities and Exchange Commission
Washington, D.C. 20549
Re: Ingen Technologies, Inc.
Your letter of February 22, 2007
Your File No. 0-28704
Dear Mr. Hult,
Thank you for your letter of February 22, 2007 providing comments concerning a
Form 8-K filed by Ingen Technologies, Inc. on February 21, 2007.
We have prepared and filed a Form 8-K/A. This filing includes, as exhibits
thereto, a letter from the former auditing firm, Spector & Wong, LLP, dated
February 19, 2006 (resignation letter), the engagement letter from our new
auditors, Child, Van Wagoner & Bradshaw, PLLC, dated February 20, 2006, and a
letter dated February 26, 2007, from our former auditing firm (per Item
304(a)(3)), agreeing with the content of the Form 8-K/A.
Please consider the following responses to your comments:
1. PLEASE AMEND THE REPORT TO INCLUDE ALL OF THE INFORMATION REQUIRED BY
ITEM 304 OF REGULATION S-B. INCLUDE A LETTER FROM THE FORMER
ACCOUNTANTS ADDRESSING THE REVISED DISCLOSURES. SEE ITEM 304(A)(3) OF
REGULATION S-B. FILE THE AMENDMENT UNDER COVER OF FORM 8-K/A AND
INCLUDE THE ITEM 4 DESIGNATION, INCLUDING THE LETTER FROM THE FORMER
ACCOUNTANT FILED AS AN EXHIBIT 16.
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Response:
We have or will file (within the allotted time) the Form 8-K/A, including
the letter from our former accountant, Spector & Wong, LLP. We believe the
filing contains all required information under Item 304 of Regulation S-B.
2. STATE WHETHER THE FORMER ACCOUNTANT RESIGNED, DECLINED TO STAND FOR
REELECTION OR WAS DISMISSED, AND THE DATE. SEE ITEM 304(A)(L)(I) OF
REGULATION S-B. THE DISCLOSURE SHOULD ALSO INDICATE WHETHER THE BOARD
OF DIRECTORS RECOMMENDED OR APPROVED THE DECISION TO CHANGE
ACCOUNTANTS. SEE ITEM 304(A)(L)(III) OF REGULATION S-B.
Response:
The former accountant resigned on February 19, 2007. The company's Board of
Directors accepted the resignation (confirming management's oral
acceptance) in its annual meeting held on February 24, 2007. A copy of that
resolution is included herewith.
3. IN ADDITION, ITEM 304(A)(L)(II) OF REGULATION S-B REQUIRES A STATEMENT
WHETHER THE ACCOUNTANT'S REPORT ON THE FINANCIAL STATEMENTS FOR EITHER
OF THE PAST TWO YEARS CONTAINED AN ADVERSE OPINION OR A DISCLAIMER OF
OPINION OR WAS QUALIFIED OR MODIFIED AS TO UNCERTAINTY, AUDIT SCOPE OR
ACCOUNTING PRINCIPLES; AND A DESCRIPTION OF THE NATURE OF EACH SUCH
ADVERSE OPINION, DISCLAIMER OF OPINION, MODIFICATION OR QUALIFICATION.
THIS WOULD INCLUDE DISCLOSURE OF UNCERTAINTY REGARDING THE ABILITY TO
CONTINUE AS A GOING CONCERN IN THE ACCOUNTANT'S REPORT.
Response:
Except for a disclosure of uncertainty regarding the ability to continue as
a going concern, the accountant did not express an adverse opinion,
disclaimer of opinion, or that an opinion was qualified or modified as to
uncertainty, audit scope or accounting principles. The going concern note
to the relevant financial statements was a 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.
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4. THE DISCLOSURE SHOULD ALSO STATE WHETHER DURING THE REGISTRANT'S TWO
MOST RECENT FISCAL YEARS AND ANY SUBSEQUENT INTERIM PERIOD THROUGH THE
DATE OF RESIGNATION, DECLINATION OR DISMISSAL THERE WERE ANY
DISAGREEMENTS WITH THE FORMER ACCOUNTANT ON ANY MATTER OF ACCOUNTING
PRINCIPLES OR PRACTICES, FINANCIAL STATEMENT DISCLOSURE, OR AUDITING
SCOPE OR PROCEDURE, WHICH DISAGREEMENT(S), IF NOT RESOLVED TO THE
SATISFACTION OF THE FORMER ACCOUNTANT, WOULD HAVE CAUSED IT TO MAKE
REFERENCE TO THE SUBJECT MATTER OF THE DISAGREEMENT(S) IN CONNECTION
WITH ITS REPORTS. IN THE EVENT OF DISAGREEMENT(S) AND/OR REPORTABLE
EVENT(S), PROVIDE THE SPECIFIC DISCLOSURES REQUIRED BY ITEM
304(A)(1)(IV) OF REGULATION S-B.
Response:
There were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure during the stated time period.
_________________________________________________________
Please contact me directly should you have any questions or further
concerns regarding this filing.
Thank you very much.
Respectfully,
Ingen Technologies, Inc.
By: /s/ Peter J. Wilke
----------------------
Peter J. Wilke
General Counsel
cc: Ingen Technologies, Inc.
w/attachment as noted above
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INGEN TECHNOLOGIES, INC.
DIRECTORS' RESOLUTION
2007.4
BE IT KNOWN THAT, on the 24th day of February, 2007, at a duly
constituted annual meeting of the Directors of Ingen Technologies, Inc., the
following resolution was voted and approved upon motion duly made and seconded:
The Board approves the Company's recent acceptance of the resignation
of the auditing firm Spector & Wong, LLP and the engagement of the auditing firm
Child, Van Wagoner & Bradshaw, PLLC. The resignation letter and the engagement
letter have been supplied to us under separate cover (and are included as
exhibits in an 8-K as filed on EDGAR February 21, 2007) and are not included as
exhibits to this resolution.
CERTIFICATION BY SECRETARY
I am the Secretary of this Meeting of Ingen Technologies, Inc. I hereby
certify that the foregoing is a true and correct copy of the Resolution adopted
by the Board of Directors of Ingen Technologies, Inc. on February 24, 2007 in
accordance with the provisions of our Bylaws.
This resolution was unanimously approved by the 4 directors in
attendance at the annual meeting, Scott Sand, Chris Wirth, John Finazzo and
Stephen O'Hara. Consent for the 2 directors not in attendance, Curt Miedema and
Yong Sin Khoo, is included herewith.
IN WITNESS WHEREOF, I have this 26th day of February , 2007 subscribed
my name as Secretary of the Meeting of Ingen Technologies, Inc. and have caused
the corporate seal to be affixed hereto (if such a seal exists).
/s/ Peter J. Wilke
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Peter J. Wilke, Secretary of the Meeting
CONSENT
The undersigned Directors of Ingen Technologies, Inc. hereby
acknowledge receipt of timely notice of the annual Directors' meeting held on
February 24, 2007. We were unable to attend the meeting. We consent to
Resolution 2007.4 as contained above. Faxed and electronic signatures are as
valid as original signatures hereupon, and may be signed in counterparts.
/s/ Curt Miedema /s/ Yong Sin Khoo
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Curt Miedema Yong Sin Khoo
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