UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 28, 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
The Registrant, Ingen Technologies, Inc., a Georgia corporation, dismissed its
certifying accountant, the firm of Child, Van Wagoner & Bradshaw, PLLC of Salt
Lake City, Utah, ("CVB") on October 28, 2009. A new certifying accountant was
engaged on October 29, 2009 (see Form 8-K filed October 30, 2009).
The certifying accountant's reports for the years ended May 31, 2007 and May 31,
2008 were prepared assuming that the Registrant will continue as a going
concern, but noted the Registrant's operating losses and working capital
deficiency raise substantial doubt about its ability to continue as a going
concern. The reports for the years ended May 31, 2008 and 2007 did not contain
an adverse opinion or a disclaimer of opinion but did contain a going concern
paragraph. The reports were not qualified or modified as to audit scope or
accounting principles.
The decision to dismiss the certifying accountant was recommended, approved and
made by the board of directors. The decision was made because of the delay in
performance of the certifying accountant's services concerning the Registrant's
financial statements. On August 4, 2009 (date of report: July 28, 2009), the
Registrant filed a Form 8-K (4.02 Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review) indicating
that the Registrant's audited financial statements for the years ended May 31,
2008 and May 31, 2007 included as part of the Registrant's Form 10-KSB for the
year ended May 31, 2008 and the registrant's financial statements included as
part of the Registrant's interim report on Form 10-QSB for the period ending
August 31, 2008 should no longer be relied upon because of one or more errors in
such financial statements. CVB advised the registrant via e-mail on July 27,
2009 that action should be taken to prevent future reliance on a previously
issued audit report and interim review related to previously issued financial
statements. CVB indicated that the May 31, 2008 10-KSB and August 31, 2008 10-Q
should be amended.
The Registrant's financial statements for prior periods failed to include
expenses of approximately $1,955,000 and related liabilities of approximately
$865,000 owed to the Registrant's Chief Executive Officer, $990,000 owed to
third parties on convertible promissory notes, and $112,000 in sales tax
liability. The Registrant paid $118,000 in June 2009 to the State of California
Franchise Tax Board to resolve the sales tax liability. The other liabilities
were satisfied by the issuance of common stock between March 18, 2009 and
October 15, 2009. The Registrant has not yet filed restated financial statements
to reflect these transactions.
During the registrant's two most recent fiscal years and the subsequent interim
periods thereto up to the date of dismissal, there were no disagreements with
CVB on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to CVB's
satisfaction, would have caused it to make reference to the subject matter of
the disagreement in connection with its report on the registrant's financial
statements.
Pursuant to Regulation S-K Item 304 (a)(1)(v) paragraph D, CVB has advised the
registrant's counsel that information to support the unrecorded liabilities
appear to contain discrepancies that cause CVB to be unable to conclude that the
omitted transactions in fact occurred in the time periods represented by the
registrant and thus materially impact the fairness or reliability of any
financial statements to be restated or future financial statements and that this
issue has not been resolved to CVB's satisfaction prior to its dismissal. CVB
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did not discuss this matter with the Registrant's audit committee or similar
committee of the board of directors. However, CVB has been authorized by the
Registrant to respond fully to the inquiries of the successor accountant
concerning all matters related to the Registrant's financial statements. Other
than the information disclosed in this paragraph, none of the other items of
Item 304 (a)(1)(v) are applicable.
The Registrant provided a copy of the disclosures it is making and requested its
former accountant to furnish a letter addressed to the Commission stating
whether it agrees or disagrees with the foregoing statements. A copy of the
former accountant's letter to the Commission is attached as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits
Exhibits
16.1 Former Accountant's letter to the Commission.
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: November 9, 2009 INGEN TECHNOLOGIES, INC.
By: /s/ Scott R. Sand
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Scott R. Sand,
Chief Executive Officer
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