EXHIBIT 99.3
INGEN TECHNOLOGIES, INC.
35193 Avenue A, Suite C
Yucaipa California 92399
RESOLUTION OF THE BOARD OF DIRECTORS
OF
INGEN TECHNOLOGIES, INC.
The undersigned, being members of the Board of Directors of Ingen Technologies,
Inc., a Georgia Corporation, do hereby declare and state that they consent to
and hereby adopt the following resolutions and/or the following actions:
RESOLVED: Pursuant to the Convertible Notes Payable and Derivative Liabilities:
The Company accounts for convertible notes payable and warrants in accordance
with Statement of Financial Accounting Standards (SFAS) No. 133, "ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES." This standard requires the
conversion feature of convertible debt be separated from the host contract and
presented as a derivative instrument if certain conditions are met. Emerging
Issue Task Force (EITF) 00-19, "ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS
INDEXED TO AND POTENTIALLY SETTLED IN A COMPANY'S OWN STOCK" and EITF 05-2, "THE
MEANING OF "CONVENTIONAL CONVERTIBLE DEBT INSTRUMENT" IN ISSUE NO. 00-19" were
also analyzed to determine whether the debt instrument is to be considered a
conventional convertible debt instrument and classified in stockholders' equity.
The convertible notes payable issued on June 6, 2006, July 27, 2006, August 30,
2006, January 24, 2007, March 15, 2007, April 15, 2007, May 15, 2007, June 15,
2007 and July 31, 2007[A3] were evaluated and determined not conventional
convertible and, therefore, because of certain terms and provisions including
liquidating damages under the associated registration rights agreement the
embedded conversion option was bifurcated and has been accounted for as a
derivative liability instrument. The stock warrants issued in conjunction with
the convertible notes payable were also evaluated and determined to be a
derivative instrument and, therefore, classified as a liability on the balance
sheet. The accounting guidance also requires that the conversion feature and
warrants be recorded at fair value for each reporting period with changes in
fair value recorded in the consolidated statements of operations.
One certificate for 24,250 Common Shares in the name of AJW Partners, LLC. One
certificate for 3,250 Common Shares in the name of New Millennium Capital
Partners II, LLC.One certificate for 147,500 Common Shares in the name of AJW
Offshore, Ltd. One certificate for 75,000 Common Shares in the name of AJW
Manager, LLC.
Mail To: Pension Financial Services
FBO AJW Qualified Partners, LLC
1044 Northern Blvd., Suite 302
Roslyn, NY 11576
The Board of Directors shall indemnify and hold harmless, Jack Donnelly
individually and Executive Registrar and Transfer, Inc., located at 3615 S.
Huron Street, Suite 104, Englewood, CO 80110, for any liability arising from
this action.
I certify that the Corporation is duly organized and existing and has the power
to take action called for by the above Resolution dated February 15, 2008.
/s/ Scott R. Sand 02/15/2008
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Scott R. Sand, CEO & Chairman Date
/s/ Thomas J. Neavitt 02/15/2008
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Thomas J. Neavitt, Secretary Date
Cc: Mr. Jack Donnelly
Executive Registrar and Transfer, Inc.
3615 S. Huron Street, Suite 104
Englewood, CO 80110