UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 14, 2008
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
(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))
3.02 Unregistered Sales of Equity Securities
On March 14, 2008, the registrant's Board of Directors approved
Resolution 2008.2 (Exhibit 99.2 below). Authority was granted for the company's
transfer agent to issue a restricted Class A Preferred Stock certificate in the
amount of 12 million shares and a restricted Common Stock certificate in the
amount of 18 million shares to Chairman & CEO Scott R. Sand.
This stock is to be issued in exchange for the retirement of $150,000
in debt owed by the company to Mr. Sand. The share calculation is $.005; which
is the same as the most recent common stock conversions by our convertible note
holders. As of the end of our last fiscal quarter, February 29, 2008, the
company owed Mr. Sand $186,184; this leaves a balance of $36,184 owed to Mr.
Sand.
The Board sees at least two benefits to the company in authorizing this
resolution. One is that it puts more voting stock in the hands of our CEO and
Chairman. After stock issuances authorized herein, Mr. Sand will own 32,275,960
preferred shares and 20,321,916 common shares. This is 89% of the outstanding
preferred shares and 25% of the issued common shares. The other benefit is that
Mr. Sand intends to sell this stock and loan the proceeds to the company for
operations.
8.01 Other Events
Ingen Technologies, Inc. ("company") decided on March 20, 2008, to
withdraw our Objection to Disclosure of the Confidential Portion for an
Oxyview(TM) distribution contract.
The contract, Ex. 99.1 below, is between the company and Progressive
Int'l Holding Co., Inc. This contract and the confidentiality request to the SEC
was reported in an 8-K filing on February 22, 2008.
A copy of the full contract is contained in the exhibit below.
9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT NO. DESCRIPTION
99.1 Agreement as of February 1, 2008, between Ingen Technologies,
Inc. and Progressive Int'l Holdings Co., Inc. for the
distribution of Oxyview(TM) in the Peoples Republic of China,
Japan, Korea and India.
99.2 Ingen Technologies Board of Directors' Resolution 2008.2,
dated March 14, 2008.
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: March 21, 2008 Ingen Technologies, Inc.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer and Chairman
TABLE OF EXHIBITS
(All Exhibits have been properly signed by the parties.
Original agreements are filed in our offices)
EXHIBIT NO. DESCRIPTION
99.1 Agreement as of February 1, 2008, between Ingen Technologies,
Inc. and Progressive Int'l Holdings Co., Inc. for the
distribution of Oxyview(TM) in the Peoples Republic of China,
Japan, Korea and India.
99.2 Ingen Technologies Board of Directors' Resolution 2008.2,
dated March 14, 2008.