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): October 29, 2009
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))
4.01 Changes in Registrant's Certifying Accountant
On October 29, 2009 (the "Engagement Date"), the Registrant engaged Anton &
Chia, LLP ("A&C") as its independent registered public accounting firm for the
Registrant's fiscal year ended May 31, 2009. The decision to engage A&C as the
Registrant's independent registered public accounting firm was approved by the
Registrant's Board of Directors. The address of A&C is 101 Hallmark, Irvine, CA
92602.
Prior to engaging A&C, the Company did not consult with A&C regarding the
application of accounting principles to a specific completed or contemplated
transaction or regarding the type of audit opinions that might be rendered by
A&C on the Company's financial statements, and A&C did not provide any written
or oral advice that was an important factor considered by the Company in
reaching a decision as to any such accounting, auditing or financial reporting
issue.
Except as noted below, the reports of the Registrant's Former Auditor (dismissed
on October 28, 2009) on the Registrant's consolidated financial statements for
the years ended May 31, 2008 and May 31, 2007 did not contain an adverse opinion
or disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, audit scope or accounting principle.
The reports of the Former Auditor on the Company's consolidated financial
statements as of and for the years ended May 31, 2008 and May 31, 2007,
contained an explanatory paragraph which noted that there was substantial doubt
as to the Company's ability to continue as a going concern as the Company has
suffered recurring losses from operations and has no operating capital.
During the Registrant's two most recent fiscal years and the subsequent interim
periods thereto up to the date of dismissal of the Former Auditors, there were
no disagreements with the Former Auditor on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the Former Auditor's satisfaction, would
have caused them to make reference thereto in their reports on the Registrant's
consolidated financial statements.
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: October 30, 2009 INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer
Chief Executive Officer