SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
--------------------------
Amendment No. 1
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934
For the quarterly period ended February 29, 2004
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 February 29, 2004 was 321,615. The total number of shares
of the Registrant's Class A Common stock outstanding on April 10, 2007 was
34,303,910.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 3
BALANCE SHEET AS OF FEBRUARY 29, 2004 3
STATEMENTS OF OPERATIONS 4
FOR THE TWO AND EIGHT MONTHS ENDED
FEBRUARY 29, 2004 AND THE THREE AND NINE
MONTHS ENDED MARCH 31, 2003
STATEMENTS OF CASH FLOWS 5
FOR THE EIGHT MONTHS ENDED
FEBRUARY 29, 2004 AND THE NINE MONTHS
ENDED MARCH 31, 2003
NOTES TO UNAUDITED FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. CONTROLS & PROCEDURES 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS 13
SIGNATURE 14
CERTIFICATIONS
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS FOR PERIOD ENDING FEBRUARY 29, 2004
CREATIVE RECYCLING TECHNOLOGIES, INC.
(now known as Ingen Technologies, Inc.)
CONSOLIDATED BALANCE SHEET
AS OF FEBRUARY 29, 2004
(UNAUDITED)
ASSETS February 29,
2004
-------------
None 0
-------------
TOTAL ASSETS $ 0
=============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 116,096
-------------
Total current liabilities 116,096
-------------
Total liabilities 116,096
Shareholders' deficit:
Common stock Class A, no par value;
100,000,000 shares authorized; 321,615 shares
issued and outstanding as of February 29, 2004 10,526,398
Common stock Class B, no par value
200,000,000 shares authorized, no shares issued
and outstanding as of February 29, 2004 0
Preferred stock Series A, convertible, stated value
$25,000 per share, 20 shares authorized, no shares
issued and authorized as of February 29, 2004 0
Preferred stock Series B, convertible, stated value
$15 per share, 12,000 shares authorized, no shares
issued and authorized as of February 29, 2004 0
Preferred stock Series C, convertible, stated value
$50,000 per share, 12 shares authorized, no shares
issued and authorized as of February 29, 2004 0
Accumulated deficit (10,642,494)
-------------
Total shareholders' deficit (116,096)
-------------
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)
TWO MONTHS EIGHT MONTHS THREE MONTHS NINE MONTHS
ENDED ENDED ENDED ENDED
FEBRUARY 29, FEBRUARY 29, MARCH 31, MARCH 31,
2004 2004 2003 2003
------------- ------------- ------------- -------------
General and administrative expenses $ 0 $ 0 $ (33) $ (4,414)
------------- ------------- ------------- -------------
Income (loss) before provision for income taxes 0 0 (33) (4,414)
Provision for income taxes -- -- -- --
------------- ------------- ------------- -------------
Net income (loss) $ 0 $ 0 $ (33) $ (4,414)
============= ============= ============= =============
Basic net income (loss) per weighted share nil nil $ nil $ (0.01)
Basic weighted average shares outstanding 321,615 321,615 321,615 321,615
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)
Eight months Nine months
ended ended
February 29, March 31,
2004 2003
------------ ------------
Cash flows from Operating Activities:
Net income (net loss) $ 0 $ (4,414)
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES 0 (4,414)
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES: 0 0
------------ ------------
NET CASH PROVIDED BY INVESTING ACTIVITIES 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from officer 0 4,414
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 0 4,414
------------ ------------
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 CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 29, 2004
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 February 29, 2004, 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.
Due to the acquisition of a new subsidiary in March of 2004 and the Registrant
subsequently adopting the subsidiary's fiscal year end of May 31, the Registrant
has changed its fiscal year end to be May 31 effective with the filing of this
report. For more current information on the Registrant, please see more recent
filings.
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 February 29, 2004 have been adjusted to reflect this reverse
stock split.
6
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 and eight month periods ended February 29, 2004 are not necessarily
indicative of the results which may be expected for an entire fiscal year. The
two and eight month periods ending February 29, 2004 are shown in a comparison
with the three and nine month periods ending March 31, 2003 due to the change in
the Registrant's fiscal year from June 30 to May 31 effective with this filing.
NOTE 2 - PER SHARE INFORMATION
Basic loss per common share for the two and eight months ended February 29, 2004
and the three and nine months ended March 31, 2003 has 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 two and eight months ended February 29, 2004 and the three and nine months
ended March 31, 2003, the weighted average number of shares outstanding totaled
321,615 and 321,615, 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 net
income of $0 for the two and eight months ended February 29, 2004 and a loss of
$4,414 for the nine months ended March 31, 2003. The Registrant has incurred
total losses of $10,642,494 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 February 29, 2004.
NOTE 5 - NOTES PAYABLE
The Registrant entered into notes payable with various third parties from
October 1994 through June 1997. None of these notes were ever paid. These notes
were written off in the fiscal year ended June 30, 2002 due to the lapse of the
statute of limitations for the holders to collect them.
7
NOTE 6 - LEGAL ISSUES
None.
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 February 29, 2004 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 February 29, 2004)
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 two or eight
months ended February 29, 2004 or in the quarter or nine months ended March 31,
2003.
General and Administrative Expenses
General and administrative expenses for both the two and eight months
ended February 29, 2004 was $0. General and administrative expenses for the
three and nine months ended March 31, 2003 was $33 and $4,414, respectively.
Interest Expense
The Registrant wrote off all of its interest bearing notes payable in
the fiscal year ended June 30, 2002 due to the statute of limitations for the
noteholders to collect on such notes lapsing. Due to this write-off, the
Registrant did not incur any interest expense in the two or eight months ended
February 29, 2004. The Registrant did not incur any interest expense in the
quarter and nine months ended March 31, 2003.
10
Net Income or Loss
The Registrant reported net income of $0 in both the two and eight
months ended February 29, 2004. This resulted in no net income per share (nil).
The Registrant reported a net loss of $33 and $4,414 in the quarter and nine
months ended March 31, 2003, respectively. These losses represented net loss per
share of nil and $0.01, respectively.
Liquidity and Capital Resources
The Registrant did not have any assets as of February 29, 2004. The
Registrant's current liabilities equaled $116,096, generating a net working
capital deficit of $116,096.
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
None.
11
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
The Registrant did not have any sales of unregistered securities during
the quarter ended February 29, 2004.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
12
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: May 22, 2007 /s/ Scott R. Sand
------------------------------------
Chief Executive Officer and Chairman