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): May 28, 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 May 19, 2008, the registrant's Board of Directors approved
Resolution 2008.5 (Exhibit 99.1 below). Authority was granted for the company's
transfer agent to issue a restricted Common Stock certificate in the amount of
138,888,889 shares to Chairman & CEO Scott R. Sand.
This stock is to be issued in exchange for the retirement of $125,000
in debt owed by the company to Mr. Sand. The share calculation on May 19, 2008
was $.0009; which was the share price as of that date. As May 15, 2008 the
company owed Mr. Sand $128,184; this leaves a balance of $3,184 owed to Mr.
Sand.
We see 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 31,275,960
preferred shares and 158,914,601 common shares. As of May 19, 2008 the total
issued and outstanding common stock for the Company was 157,897,053. This would
represent Mr. Sand's ownership at 78% of the Preferred Series A shares and 53.5%
of the issued Common shares.
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: May 28, 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 Ingen Technologies Board of Directors' Resolution 2008.5,
dated May 19, 2008.