- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------
FORM 10-QSB
-----------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the quarterly period ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
-----------
Commission file number 0-28704
INGEN TECHNOLOGIES, INC.
(Formerly Creative Recycling Technologies, Inc.)
--------------------------------------
Incorporated pursuant to the Laws of the State of Georgia
-----------
Internal Revenue Service - Employer Identification No. 84-1122431
35193 Avenue "A", Suite-C
Yucaipa, CA 92399
-----------------
(800) 259-9622
--------------
Address of principal executive offices and Issuer's Telephone Number
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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]
The total number of shares of the Registrant's Class A Common Stock, no par
value, outstanding on September 30, 2000 was 321,615. The total number of shares
of the Registrant's Class A Common stock outstanding on January 31, 2007 was
29,609,610.
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3
BALANCE SHEET AS OF SEPTEMBER 30, 2000 3
STATEMENTS OF OPERATIONS 4
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
STATEMENTS OF CASH FLOWS 5
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2000 AND SEPTEMBER 30, 1999
NOTES TO UNAUDITED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 10
CONDITION AND RESULTS OF OPERATIONS
ITEM 3. CONTROLS & PROCEDURES 11
PART II - OTHER INFORMATION 11
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND 12
USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE 13
OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION 13
ITEM 6. EXHIBITS 13
SIGNATURE 14
CERTIFICATIONS
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS FOR PERIOD ENDING SEPTEMBER 30, 2000
CREATIVE RECYCLING TECHNOLOGIES, INC.
(now known as Ingen Technologies, Inc.)
BALANCE SHEET
AS OF SEPTEMBER 30, 2000
(UNAUDITED)
ASSETS September 30,
2000
-------------
None
-------------
TOTAL ASSETS $ 0
=============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 247,522
Accrued expenses 82,612
Notes payable 86,468
-------------
Total current liabilities 416,602
-------------
Total liabilities 416,602
Shareholders' deficit:
Common stock Class A, no par value;
100,000,000 shares authorized; 321,615
shares issued and outstanding as
of September 30, 2000 10,484,607
Common stock Class B, no par value
200,000,000 shares authorized,
no shares issued and outstanding
as of September 30, 2000 0
Preferred stock Series A, convertible,
stated value $25,000 per share,
20 shares authorized, no shares
issued and authorized
as of September 30, 2000 0
Preferred stock Series B, convertible,
stated value $15 per share,
12,000 shares authorized, no shares
issued and authorized
as of September 30, 2000 0
Preferred stock Series C, convertible,
stated value $50,000 per share,
12 shares authorized, no shares
issued and authorized
as of September 30, 2000 0
Accumulated deficit (10,901,209)
-------------
Total shareholders' deficit (416,602)
-------------
Total liabilities and shareholders' deficit $ 0
=============
The accompanying notes are an integral part of these financial statements.
3
CREATIVE RECYCLING TECHNOLOGIES, INC.
(now known as Ingen Technologies, Inc.)
STATEMENTS OF OPERATIONS
(UNAUDITED)
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999
------------- -------------
General and administrative expenses $ -- $ --
Other income -- --
Interest expense (3,306) (108,306)
------------- -------------
Loss before provision for income taxes (3,306) (108,306)
Provision for income taxes -- --
------------- -------------
Net loss (3,306) (108,306)
============= =============
Basic net loss per weighted share $ (0.01) $ (0.34)
Basic weighted average shares outstanding 321,615 317,231
The accompanying notes are an integral part of these financial statements.
4
CREATIVE RECYCLING TECHNOLOGIES, INC.
(now known as Ingen Technologies, Inc.)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three months Three months
ended ended
September 30, September 30,
2000 1999
------------ ------------
Cash flows from Operating Activities:
Net income (net loss) $ (3,306) $ (108,306)
ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH
PROVIDED BY OPERATING ACTIVITIES:
Expenses paid with stock 0 105,000
Increase in accrued expenses 3,306 3,306
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES 0 0
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 0 0
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 0
------------ ------------
Net increase (decrease) in cash 0 0
Cash, at beginning of period 0 0
------------ ------------
Cash, at end of period $ 0 $ 0
============ ============
The accompanying notes are an integral part of these financial statements.
5
CREATIVE RECYCLING TECHNOLOGIES, INC.
(now known as Ingen Technologies, Inc.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 - OVERVIEW AND BASIS OF PRESENTATION
Overview
Creative Recycling Technologies, Inc., (now known as Ingen Technologies, Inc.
and hereinafter sometimes referred to as the "Registrant") was incorporated
under the laws of the state of Georgia in 1995 under the name Classic
Restaurants International, Inc. The Registrant changed its name in 1998 to
Creative Recycling Technologies, Inc. As of September 30, 2000, the Registrant
did not have any active business operations.
The Registrant entered into an Agreement and Plan of Share Exchange dated
February 27, 1998 with AA Corp. under which the Registrant had agreed to
purchase all of the issued and outstanding stock of AA Corp. This agreement was
mutually rescinded by an agreement dated December 1999. Among the reasons for
rescission were: 1) AA Corp. was never a valid entity; and 2) its primary
shareholder was stated to be a trust that was never created and did not exist.
As a result of these circumstances, the proposed Agreement and Plan of Share
Exchange dated February 27, 1998 was deemed null and void. For purposes of the
financial information contained herein, the activity of AA Corp. is entirely
ignored and has been deemed to have never been a legal part of the Registrant.
The Registrant did issue stock as consideration for the acquisition of AA Corp.
Some of this stock was cancelled or returned. The value of the stock that was
issued as consideration for the acquisition of AA Corp. that was never returned
or cancelled has been deducted as an expense when it was issued.
From 1999 through March of 2004 the Registrant had no significant business
activities.
In March of 2004, the Registrant merged with (purchased all the stock of) a
Nevada corporation, Ingen Technologies, Inc. Ingen Technologies, Inc. survived
as a wholly owned subsidiary in Nevada for the sole purpose of operating the new
business of the Registrant. The Registrant remained a Georgia company, with
completely new management and an active business plan in the medical devices
industry (operated by the Nevada corporation with the same name). Shortly
thereafter, the name of the Registrant was changed to Ingen Technologies, Inc.
For more current information on the Registrant, please see more recent filings.
6
The Registrant reduced the authorized number of shares of its common shares from
500 million to 100 million in 2005. The number of authorized preferred shares is
40 million. Effective December 6, 2005, the Registrant authorized a reverse
split of common shares on a ratio of 40 into 1; thereby reducing the number of
issued shares from 488,037,593 to 12,201,138. The preferred shares were also
reverse split at a ratio of 3 into 1, reducing the issued preferred shares from
39.9 million to 13.3 million. The preferred shares are convertible into common
shares on a 1 into 1 basis and are entitled to vote on an equal footing with
common shares on all matters for which shareholder voting input is required. The
Registrant's common stock currently trades under the symbol "IGTG." The shares
outstanding as of September 30, 2000 have been adjusted to reflect this reverse
stock split.
Interim Financial Information
The financial statements presented in this report have been prepared pursuant to
the rules and regulations of the Securities and Exchange Commission for interim
reporting and include all adjustments which are, in the opinion of management,
necessary for fair presentation. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been omitted pursuant to
such rules and regulations for interim reporting. These financial statements for
the three-month period ended September 30, 2000 are not necessarily indicative
of the results which may be expected for an entire fiscal year.
NOTE 2 - PER SHARE INFORMATION
Basic loss per common share for the three months ended September 30, 2000 and
September 30, 1999 have been computed based on net income (loss) divided by the
weighted average number of common shares outstanding during the period. Dilutive
net loss per share is not reported since the effects are anti-dilutive and the
Registrant is in a net loss position. For the three months ended September 30,
2000 and September 30, 1999, the weighted average number of shares outstanding
totaled 321,615 and 317,231, respectively (these average number of shares
outstanding have been adjusted for the forty-for-one reverse stock split that
took place on December 6, 2005).
NOTE 3 - GOING CONCERN
As shown in the accompanying financial statements, the Registrant reported a net
loss of $3,306 for the three months ended September 30, 2000. The
Registrant has incurred total losses of $10,901,209 since its inception.
Therefore, the ability of the Registrant to continue as a going concern is
dependent on obtaining additional capital and financing. The accompanying
financial statements do not include any adjustments that might be necessary if
the Registrant is unable to continue as a going concern.
NOTE 4 - PROPERTY AND EQUIPMENT
The Registrant did not own any property and equipment as of September 30, 2000.
NOTE 5 - NOTES PAYABLE
The Registrant entered into notes payable with various third parties from
October 1994 through June 1997. As of September 30, 2000, the total outstanding
principal balance of these notes was $86,468. All of these notes were past due
as of September 30, 2000. None of these notes were ever paid. These notes were
written off in June of 2002 due to the lapse of the statute of limitations for
the holders to collect them.
7
NOTE 6 - LEGAL ISSUES
In May of 1997, Mark Shoom filed a lawsuit against the Registrant and James
Shaw, the President of the Registrant at the time. The suit attempted to collect
principal, interest and attorney's fees due under a promissory note dated
October 9, 1996 in the original principal amount of $80,000 payable by the
Registrant and personally guaranteed by Mr. Shaw. In June 1997, the Registrant
entered into a Settlement Agreement with Mr. Shoom under which the Registrant
agreed to issue Mr. Shoom 114,737 shares of its common stock (no adjustment for
the reverse stock split that occurred in 2005). This debt was written off in the
fiscal year ended June 30, 1998. Under the terms of the Settlement Agreement,
Mr. Shoom was guaranteed to net $103,000 from the sale of the stock issued to
him. The Registrant had to issue additional shares to Mr. Shoom in July 1999.
The value of these additional shares ($105,000) has been deducted as interest
expense in the quarter ended September 30, 1999. The note is considered fully
settled.
John Jardine commenced legal action against the Registrant to recover damages
under a subordinated debenture. Mr. Jardine received a default judgment against
the Registrant in the amount of $253,000. This judgment was accrued. In July of
1999, the Registrant issued Mr. Jardine 200,000 shares of its Class A common
stock (5,000 shares after the effect of the reverse stock split on December 6,
2005) to settle this liability. This liability has been written off in the
quarter ended September 30, 1999.
In June of 1999, the Registrant initiated a lawsuit against Voyager Select IPO
Fund ("Voyager"). In 1996 Voyager had invested $500,000 in the Registrant. In
consideration for this investment, the Registrant issued twenty shares of
convertible preferred stock, each of which was entitled to a liquidation
preference of $25,000. Subsequently, Voyager converted six shares of the
preferred stock into shares of common stock of the Registrant.
The lawsuit alleged that Voyager colluded with the former management of the
Registrant to enter into a Securities Purchase Agreement on June 23, 1997 with
the purpose of defrauding the Registrant's shareholders and creditors at the
time. The net effect of the Securities Purchase Agreement was that Voyager
converted an investment in the Registrant with a liquidation preference of
$500,000 into an investment with a liquidation preference of $1,050,000,
including a cash payment due by the Registrant to Voyager in the amount of
$250,000. Because of its financial condition, the Registrant could not possibly
pay the cash due. By June 30, 1999, this matter was fully resolved without the
Registrant incurring any financial obligation to Voyager.
NOTE 7 - SUBSEQUENT EVENTS
From 1999 through March of 2004 the Registrant had no significant business
activities.
In March of 2004, the Registrant merged with (purchased all the stock of) a
Nevada corporation, Ingen Technologies, Inc. Ingen Technologies, Inc. survived
as a wholly owned subsidiary in Nevada for the sole purpose of operating the new
business of the Registrant. The Registrant remained a Georgia company, with
completely new management and an active business plan in the medical devices
industry (operated by the Nevada corporation with the same name). Shortly
thereafter, the name of the Registrant was changed to Ingen Technologies, Inc.
For more current information on the Registrant, please see more recent filings.
8
The Registrant reduced the authorized number of shares of its common shares from
500 million to 100 million in 2005. The number of authorized preferred shares is
40 million. Effective December 6, 2005, the Registrant authorized a reverse
split of common shares on a ratio of 40 into 1; thereby reducing the number of
issued shares from 488,037,593 to 12,201,138. The preferred shares were also
reverse split at a ratio of 3 into 1, reducing the issued preferred shares from
39.9 million to 13.3 million. The preferred shares are convertible into common
shares on a 1 into 1 basis and are entitled to vote on an equal footing with
common shares on all matters for which shareholder voting input is required. The
Registrant's common stock currently trades under the symbol "IGTG." The shares
outstanding as of September 30, 2000 have been adjusted to reflect this reverse
stock split.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Period Ending September 30, 2000)
Unaudited Financial Data
The discussion and analysis contained herein should be read in conjunction with
the preceding financial statements, the information contained in the
Registrant's Form 10-KSB and other filings with the SEC. Except for the
historical information contained herein, the matters discussed in this 10-QSB
contain forward looking statements that are based on management's beliefs and
assumptions, current expectations, estimates, and projections. Statements that
are not historical facts, including without limitation statements which are
preceded by, followed by or include the words "believes," "anticipates,"
"plans," "expects," "may," "should," or similar expressions are forward-looking
statements. Many of the factors that will determine the Registrant's future
results are beyond the ability of the Registrant to control or predict. These
statements are subject to risks and uncertainties and, therefore, actual results
may differ materially. All subsequent written and oral forward-looking
statements attributable to the Registrant, or persons acting on its behalf, are
expressed qualified in their entirety by these cautionary statements. The
Registrant disclaims any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.
Results of Operations -
Revenues
The Registrant did not report any revenues in either the quarter ended
September 30, 2000 or in the quarter ended September 30, 1999.
General and Administrative Expenses
The Registrant did not have any General and administrative expenses in
the quarter ended September 30, 2000 or in the quarter ended September 30, 1999.
Interest Expense
The Registrant incurred interest expense of $3,306 in the quarter ended
September 30, 2000, compared to interest expense of $108,306 in the quarter
ended September 30, 1999. The interest expense for the quarter ended September
30, 1999 included $105,000 in additional interest expense for the value of stock
issued to a former note holder. Without respect to this additional interest
expense, the interest expense for the two quarters is the same.
Net Income or Loss
The Registrant reported a net loss of $3,306 in the quarter ended
September 30, 2000. This represented a loss of $0.01 per share for the quarter.
The Registrant reported a net loss of $108,306 in the quarter ended September
30, 1999 which represented a net loss per share of $0.34.
10
Liquidity and Capital Resources
The Registrant did not expend any cash in the quarter ended September
30, 2000. All of its expenses were accrued.
The Registrant did not have any assets as of September 30, 2000. Its
current liabilities equaled $416,602, generating a net working capital deficit
of $416,602.
ITEM 3. CONTROLS & PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of the filing date of this report, we carried out an evaluation,
under the supervision and with the participation of company management,
including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of our disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective.
(b) Changes in Internal Controls
There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In May of 1997, Mark Shoom filed a lawsuit against the Registrant and James
Shaw, the President of the Registrant at the time. The suit attempted to collect
principal, interest and attorney's fees due under a promissory note dated
October 9, 1996 in the original principal amount of $80,000 payable by the
Registrant and personally guaranteed by Mr. Shaw. In June 1997, the Registrant
entered into a Settlement Agreement with Mr. Shoom under which the Registrant
agreed to issue Mr. Shoom 114,737 shares of its common stock (no adjustment for
the reverse stock split that occurred in 2005). This debt was written off in the
fiscal year ended June 30, 1998. Under the terms of the Settlement Agreement,
Mr. Shoom was guaranteed to net $103,000 from the sale of the stock issued to
him. The Registrant had to issue additional shares to Mr. Shoom in July 1999.
The value of these additional shares was deducted as interest expense in the
quarter ended September 30, 1999. The note is considered fully settled.
11
John Jardine commenced legal action against the Registrant to recover damages
under a subordinated debenture. Mr. Jardine received a default judgment against
the Registrant in the amount of $253,000. This judgment was accrued. In July of
1999, the Registrant issued Mr. Jardine 200,000 shares of its Class A common
stock (5,000 shares after the effect of the reverse stock split on December 6,
2005) to settle this liability. This liability has been considered paid and
fully settled in the quarter ended September 30, 1999.
In June of 1999, the Registrant initiated a lawsuit against Voyager Select IPO
Fund ("Voyager"). In 1996 Voyager had invested $500,000 in the Registrant. In
consideration for this investment, the Registrant issued twenty shares of
convertible preferred stock, each of which was entitled to a liquidation
preference of $25,000. Subsequently, Voyager converted six shares of the
preferred stock into shares of common stock of the Registrant.
The lawsuit alleged that Voyager colluded with the former management of the
Registrant to enter into a Securities Purchase Agreement on June 23, 1997 with
the purpose of defrauding the Registrant's shareholders and creditors at the
time. The net effect of the Securities Purchase Agreement was that Voyager
converted an investment in the Registrant with a liquidation preference of
$500,000 into an investment with a liquidation preference of $1,050,000,
including a cash payment due by the Registrant to Voyager in the amount of
$250,000. Because of its financial condition, the Registrant could not possibly
pay the cash due. By June 30, 1999, this matter was fully resolved without the
Registrant incurring any financial obligation to Voyager.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
- ---------------------------------------
The Registrant did not issue any stock during the quarter ended September 30,
2000.
12
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
(a) Exhibits
Exhibit 31.1 Certification of the Chief Executive Officer of
Ingen Technologies, Inc. pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 31.2 Certification of the Chief Financial Officer of
Ingen Technologies, Inc. pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Exhibit 32.1 Certification of the Chief Executive Officer and
Chief Financial Officer of Ingen Technologies, Inc.
pursuant to Section 906 of the Sarbanes Oxley Act of
2002
13
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.
Dated: March 26, 2007 /s/ Scott R. Sand
------------------------------------
Chief Executive Officer and Chairman
14