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As filed with the Securities and Exchange Commission on November __, 2008
Registration No. 33-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
INGEN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter)
GEORGIA 84-1122431
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(State or other jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
35193 AVENUE "A", SUITE-C, YUCAIPA, CALIFORNIA 92399
(Address of Principal Executive Offices) (Zip Code)
CONSULTING AGREEMENT BETWEEN THE REGISTRANT AND HANS GASSNER
(Full title of the Plan)
STEWART A. MERKIN,ESQ., 444 BRICKELL AVE., SUITE 300, MIAMI, FLORIDA, 33131
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(Name and address of agent for service)
(305) 357-5556
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(Telephone number, including area code, of agent for service)
COPIES TO:
STEWART A. MERKIN,ESQ.
444 BRICKELL AVE., SUITE 300
MIAMI, FLORIDA, 33131
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CALCULATION OF REGISTRATION FEE
PROPOSED
PROPOSED AGGREGATE
MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT (1) PRICE (1) REGISTRATION FEE
Common Stock, 7,500,000 shares $0.0028 $21,000 $.83
No par value
Under Consulting
Agreement
Total 7,500,000 shares $0.0028_ $21,000 $.83
(1) Calculated based on Rule 457(h) based on the closing bid price of $.0028 on
November 19, 2008.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees in accordance with Rule
428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"). Such
document(s) are not being filed with the Commission pursuant to the introductory
Note to Part 1 of Form S-8, but constitute (along with the documents
incorporated by reference to the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement and are not required to be filed with this registration
statement:
(a) Registrant's Annual Report on Form 10-KSB/A for the fiscal year
ended May 31, 2008, filed on or about November 17, 2008 pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended.
All documents filed by the registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereunder have been sold, or which deregisters all securities then
remaining unsold under this registration statement, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant currently has no provision for indemnifying its
officers and directors.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Exhibit
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3.1 Articles of Incorporation, as amended (1)
3.2 Bylaws ((2))
5.1 Legal Opinion of Stewart A. Merkin, Esq. (3)
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10.36 Consulting Agreement dated November 19, 2008 between the Registrant
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and Hans Gassner (3)
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23.1 Consent of Child, Van Wagoner & Bradshaw PLLC (3)
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(1) Incorporated by reference to the registrant's Form 8-K filed
January 10, 2006 and Amendment incorporated by reference to registrant's Form
10-KSB filed September 29, 2008.
(2) Incorporated by reference to the registrant's Form 10-KSB filed
November 7, 2005.
(3) Filed herewith.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during the period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof), which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
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the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement, and,
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; PROVIDED,
HOWEVER, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
4. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
5. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee pursuant to the plan's annual report pursuant to section 15(d) for the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
6. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, whereunto duly
authorized, in _________, California, on November __, 2008.
INGEN TECHNOLOGIES, INC.
By: /s/ SCOTT SAND
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Scott Sand, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated: November __, 2008 /s/ SCOTT SAND
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Scott Sand, Chairman, Chief Executive
Officer and Director
Dated: November __, 2008 /s/ THOMAS NEAVITT
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Thomas Neavitt, Secretary, Chief
Financial Officer
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