SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934*
Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under Rule 14a-12
INGEN TECHNOLOGIES, INC.
------------------------
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
*On December 4, 2008, Ingen Technologies, Inc. (the "Company") filed a Form
15-12(g) to terminate its reporting obligations under Section 12(g) of the
Securities Exchange Act (the "Exchange Act"). Therefore, although the Company is
to make certain reports under Section 15(d) of the Exchange Act, we are not
subject to the proxy rules of Section 14. In accordance with Georgia law and
pursuant to our bylaws, we are seeking the approval of the matters described
below through the solicitation of proxies and furnish this schedule on a
voluntary basis.
INGEN TECHNOLOGIES, INC.
35193 Avenue "A", Suite-C
Yucaipa, California 92399
Telephone: (800) 259-9622
Dear Shareholder:
On behalf of the Board of Directors, I invite you to attend the special meeting
of shareholders of Ingen Technologies, Inc. to be held at 9:00 a.m., Pacific
Time on April 12, 2010, at our corporate offices located at 35193 Avenue "A",
Suite-C, Yucaipa, California 92399. The purpose of the meeting is to approve an
amendment to the Company's Articles of Incorporation, as amended and restated,
to increase the authorized capital stock to Eight Billion (8,000,000,000)shares
of no par value common stock.
This mailing includes the formal notice of the meeting and the Proxy Statement.
Even if you only own a few shares, we want your shares to be represented at the
meeting. Please complete, sign, date, and return your proxy promptly in the
enclosed envelope, even if you plan to attend the meeting in person. Please note
that sending us a proxy will not prevent you from voting in person at the
meeting should you wish to do so. This Proxy Statement and form of proxy are
first being mailed to shareholders on March 10, 2010.
Sincerely yours,
/s/ Scott R. Sand
Scott R. Sand
Chief Executive Officer and Chairman
March 10, 2010
INGEN TECHNOLOGIES, INC.
35193 Avenue "A", Suite-C
Yucaipa, California 92399
Telephone: (800) 259-9622
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TIME: 9:00 a.m., Pacific Time
DATE: April 12, 2010
PLACE: 35193 Avenue "A", Suite-C, Yucaipa, California
PURPOSE:
1. To approve an amendment to our Articles of Incorporation to increase
the number of authorized shares of common stock from 3,500,000,000
shares to 8,000,000,000 shares; and
2. To transact such other business as may properly come before the
meeting or any adjournment of the meeting.
Only shareholders of record at the close of the business on February 18, 2010
may vote at the special meeting. There are no dissenter's rights of appraisal
under Georgia law in connection with the above-listed actions.
Your vote is important. Please complete, sign, date, and return your proxy
promptly in the enclosed envelope.
By Order of the Board of Directors
Sincerely yours,
/s/ Scott R. Sand
Scott R. Sand
Chief Executive Officer and Chairman
March 10, 2010
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF
SHAREHOLDERS OF INGEN TECHNOLOGIES, INC. IF YOU ATTEND THE MEETING, YOU MAY VOTE
YOUR SHARES IN PERSON IF YOU WISH, EVEN IF YOU PREVIOUSLY RETURNED YOUR PROXY.
INGEN TECHNOLOGIES, INC.
PROXY STATEMENT
GENERAL INFORMATION
THIS PROXY STATEMENT IS BEING SENT TO YOU IN CONNECTION WITH THE SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING OF SHAREHOLDERS (THE "SPECIAL MEETING") BY THE
BOARD OF DIRECTORS OF INGEN TECHNOLOGIES, INC. ("INGEN" OR THE "COMPANY") TO BE
HELD AT OUR CORPORATE OFFICES LOCATED AT 35193 AVENUE "A", SUITE-C, YUCAIPA,
CALIFORNIA, AT 9:00 A.M., PACIFIC TIME, ON APRIL 12, 2010, AND ANY ADJOURNMENTS
THEREOF. This proxy statement and the accompanying Notice of Special Meeting of
Shareholders and form of proxy is being first mailed to shareholders on or about
March 10, 2010.
VOTING SECURITIES
Only shareholders of the company as recorded in our stock register at the close
of business on February 18, 2010 (the "Record Date") are entitled to notice of
and to vote at the Special Meeting. As of the Record Date, 3,487,741,633 shares
of common stock were issued and outstanding and 98,002,627 shares of Series A
Convertible Preferred Stock were issued and outstanding. Each common share is
entitled to one vote on each matter properly brought before the Special Meeting.
Each share of Series A Convertible Preferred Stock is entitled to vote on all
matters with holders of the common stock, at a rate of ten (10) votes per share.
Each share of Series A Convertible Preferred Stock is convertible, at the option
of the holder and subject to a 65 day written notice to the Company, at any time
after the date of the issuance into ten (10) shares of fully paid and
non-assessable shares of common stock.
QUORUM
To conduct the business of the Special Meeting, we must have a quorum. This
means the holders of a majority of the outstanding shares entitled to vote,
which includes our common stock and Series A Convertible Preferred Stock, must
be represented at the Special Meeting, present either by proxy or in person.
VOTES NEEDED
Approval to amend our Articles of Incorporation to increase the number of
authorized common stock to 8,000,000,000 shares requires the affirmative vote of
the majority of the common stock entitled to vote and the affirmative vote of a
majority of the preferred stock entitled to vote. If the Special Meeting is
adjourned, your shares may be voted by the proxy holder on the new meeting date
unless you have revoked your proxy.
Abstentions and broker non-votes (which occurs when a broker returns a proxy but
does not have the authority to vote on a specific proposal) will be counted as
present for purposes of determining the presence or absence of a quorum with
regard to any proposal at the Special Meeting. Abstentions and broker non-votes
will have the effect of votes against the amendment to our Articles of
Incorporation.
VOTING OF PROXIES AND SOLICITATION
All valid proxies received prior to the meeting will be voted. All shares
represented by a proxy will be voted, and where a shareholder specifies a choice
with respect to any matter to be acted upon, the shares will be voted in
accordance with the specification so made. If no choice is indicated on the
proxy, the shares will be voted in favor of the approval of the actions proposed
and in the discretion of the proxy holders on any other matter that comes before
the Special Meeting. A stockholder giving a proxy has the power to revoke his or
her proxy, at any time prior to the time it is voted, by delivery to our
secretary of either a written instrument revoking the proxy or a duly executed
proxy with a later date, or by attending the Special Meeting and voting in
person.
2
We will pay the expenses of soliciting proxies. In addition to the use of the
mails, proxies may be solicited by our directors, officers or employees
personally, by telephone, or by facsimile and we may reimburse brokerage firms
and other persons holding shares in the company in their name or those of their
nominees for their reasonable expenses in forwarding soliciting materials to
beneficial owners.
ATTENDING IN PERSON
Only shareholders, their proxy holders, and Ingen's guests may attend the
Special Meeting.
If you hold your shares through someone else, such as a bank or a broker, send
proof of your ownership to Scott R. Sand, Chairman at 35193 Avenue "A", Suite-C,
Yucaipa, California 92399, or you may bring proof of ownership with you to be
admitted to the Special Meeting. Acceptable proof could include an account
statement showing that you owned Ingen shares on the Record Date.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Ingen's shares as of the Record Date (i) by each person who is
known by Ingen to beneficially own more than 5% of its voting securities; (ii)
by each of its officers and directors; and (iii) by all of its officers and
directors as a group.
Beneficial ownership has been determined in accordance with Rule 13d-3 of the
Exchange Act. Under this Rule, beneficial ownership includes voting or
investment power over a security. Further, securities are deemed to be
beneficially owned by a person if the person has the right to acquire beneficial
ownership within 60 days of the date of the table pursuant to options, warrants,
conversion privileges or other rights.
Except as otherwise indicated in the footnotes, all information with respect to
share ownership and voting and investment power has been furnished to the
Company by the persons listed. Except as otherwise indicated in the footnotes
and subject to applicable community property laws, each person listed has sole
voting and investment power with respect to the shares shown as beneficially
owned.
Name and Shares of Shares of Series A Total Percentage
Address of Common Stock Convertible Preferred of Voting
Beneficial Beneficially Stock Power (4)
Owner (1) Owned (2) Beneficially
Owned (3)
Number % Number % %
Scott R. Sand, CEO, 1 * 66,727,627 68.0% 14.9%
Chairman, Director
Thomas Neavitt, CFO, 4 * 0 *
Secretary
Yong Khoo Sin, Director 2 * 0 *
Christopher A. Wirth, 6 * 1,500,000 1.5% 0.3%
Director
Curt A. Miedema, Director 5 * 0 *
Stephen O'Hara, Director 3 * 0 *
John Finazzo, 7 * 0 *
Director
Charles Vorwaller, Director 0 * 500,000 0.5% 0.1%
Jeffrey Gleckman 8,851 * 2,500,000 2.6% 0.6%
All officers and directors 28 * 68,727,627 70.1% 15.4%
as a group (8 persons)
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* Less than one tenth of one percent.
(1) Unless otherwise indicated, the address for each beneficial owner is 35193
Avenue "A", Suite-C, Yucaipa, California 92399.
(2) Does not include the Series A Convertible Preferred Stock which is
entitled to vote on all matters with holders of common stock.
(3) Each share of Series A Convertible Preferred Stock is entitled to vote on
all matters with holders of the common stock. Each share of Series A Convertible
Preferred Stock is entitled to 10 votes per share. Each share of Series A
Convertible Preferred Stock is convertible, at the option of the holder and
subject to a 65 day written notice to the company, at any time after the date of
the issuance into ten (10) shares of fully paid and non-assessable shares of
common stock.
(4) This column includes the common stock and Series A Convertible Preferred
Stock held by each person. Applicable percentages are based on the common and
preferred shares outstanding on the Record Date and the total voting power of
all shares held (1 vote per common share and 10 votes per Series A Convertible
Preferred share).
TRANSFER AGENT
The transfer agent of the Company's common stock is:
Worldwide Stock Transfer, LLC
433 Hackensack Avenue - Level L
Hackensack, NJ 07601
Phone: 201-820-2008
Fax: 201-820-2010
ITEM 1:
TO APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
FROM 3,500,000,000 SHARES TO 8,000,000,000 SHARES
Our Articles of Incorporation currently authorize the issuance of 3,500,000,000
shares of common stock. At the Record Date, 3,487,741,633 shares of common stock
were issued and outstanding and 98,002,627 shares of Series A Convertible
Preferred Stock were issued and outstanding. Each share of Series A Convertible
Preferred Stock is convertible, at the option of the holder and subject to a 65
day written notice to the Company, at any time after the date of the issuance
into ten (10) shares of fully paid and non-assessable shares of common stock. On
January 18, 2007, Ingen issued a stock option to a consultant, representing the
right to purchase 1,000,000 shares of Series A Convertible Preferred Stock at an
exercise price of $0.04 per share, expiring January 18, 2012. Further, the
Company also has a warrant to purchase 250,000 shares of common stock
outstanding. The warrants have an exercise price of $0.50 per share and may be
exercised at any time prior to March 31, 2011.
The general purpose and effect of the amendment to the Articles of Incorporation
is to authorize 8,000,000,000 shares of common stock. A copy of the proposed
amendment to our Articles of Incorporation reflecting the increase to our
authorized shares is attached hereto as Exhibit A. The purpose of the amendment
is to insure that the Company has sufficient authorized and unissued shares of
common stock to honor agreements with third parties, as well as shares which
could be utilized for future acquisitions or mergers or to otherwise carry out
its business objectives. The Company cannot assure you that it will be
successful in these efforts. Other than set forth below concerning the
agreements with third parties, there are no other plans, arrangements,
commitments or understandings for the issuance of additional shares of common
stock available as a result of the amendment. When the Board of Directors deems
it to be in the best interest of the Company and stockholders to issue
additional shares of common stock in the future from authorized shares, the
Board of Directors will not seek further authorization by vote of the
stockholders, unless such authorization is otherwise required by law or
regulation.
4
The Company's outstanding obligations with third parties calling for the future
issuance of additional shares of common stock include the following:
Settlement and Forbearance Agreement
On July 31, 2009, the Company entered into a Settlement and Forbearance
Agreement with certain note holders of the Company. Under the terms of this
Agreement, Ingen stipulated to a judgment in the amount of $4.5 million. All
warrants held by the note holders were cancelled. Further, Ingen agreed to issue
on a weekly basis the greater of (a) 40 million shares or (b) twenty percent
(20%) of the prior week's total trading volume of free trading common stock to
the note holders. The note holders also consented to Ingen offering up to $4
million of securities for sale and agreed to forbear any collection efforts so
long as one half of the net offering proceeds were paid to the note holders. As
long as Ingen delivers the shares due each week and makes payments of any
offering proceeds to the note holders, they agreed to forbear enforcing the
judgment or enforcing any of their security interests through and until May 31,
2010. The judgment amount of $4.5 million is reduced by any net proceeds from
the disposition of the stock paid under this Settlement Agreement and by any
other cash payments made by Ingen. From August 2009 through February 6, 2010,
the Company has issued 767,930,499 shares to the note holders. These shares have
generated proceeds and directly reduced this judgment amount by $2,323,090 as of
February 24, 2010. As of this date, the Company still owes $2,176,910 on this
judgment, which accrues interest at a rate of 9%.
6% $200,000 CONVERTIBLE DEBT DATED MARCH 15, 2007
On March 15, 2007, the Company issued to MedOx Corporation, Inc. a note in the
amount of $200,000 in consideration for services rendered under an agreement
entered into on the same date. The note was issued with a 6% interest rate and a
two-year term. This note is convertible into common stock at 50% discount to the
average of the three lowest trading prices in the twenty day trading period
prior to the date of the conversion notice. As of January 31, 2010, the Company
still owes $17,000 under this note agreement.
6% $315,000 CONVERTIBLE DEBT DATED AUGUST 7, 2007
On August 7, 2007, the Company issued an individual a note in the amount of
$315,000 in consideration for services rendered under an agreement entered into
on the same date. The note was issued with a 6% interest rate and a one-year
term. This note is convertible into common stock at 50% discount to the average
of the three lowest trading prices in the twenty day trading period prior to the
date of the conversion notice. As of January 31, 2010, the Company still owes
$265,000 under this note agreement.
6% $50,000 CONVERTIBLE DEBT DATED MAY 1, 2009
On May 1, 2009, the Company issued to Xcel Associates, Inc. a note in the amount
of $50,000 in consideration for services rendered under an Investor Relations
Agreement entered into on the same date. The note was issued with a 6% interest
rate and an 18-month term. This note is convertible into common stock at 50%
discount to the average of the three lowest trading prices in the twenty day
trading period prior to the date of the conversion notice. As of January 31,
2010, the Company still owes $30,000 under this note agreement.
$300,000 CONVERTIBLE DEBT DATED SEPTEMBER 1, 2009
On September 1, 2009, the Company issued to MedOx Corporation, Inc. a note in
the amount of $300,000 in consideration for services rendered under an agreement
entered into on the same date. The note is payable on demand by the note holder
and does not bear any interest. This note is convertible into common stock at
40% discount to the average bid price on the three days prior to the date of the
conversion notice (the maximum conversion price is $0.02). As of January 31,
2010, the Company still owes $300,000 under this note agreement.
5
$36,000 CONVERTIBLE DEBT DATED SEPTEMBER 1, 2009
On September 1, 2009, the Company issued to an individual a note in the amount
of $36,000 in consideration for services rendered under an agreement entered
into on the same date. The note is payable on demand by the note holder and does
not bear any interest. This note is convertible into common stock at 40%
discount to the average bid price on the three days prior to the date of the
conversion notice (the maximum conversion price is $0.02). As of January 31,
2010, the Company still owes $36,000 under this note agreement.
$48,000 CONVERTIBLE DEBT DATED SEPTEMBER 1, 2009 (issued to the father of the
Company's President & Chairman)
On September 1, 2009, the Company issued to Robert Sand, the father of the
Company's President and Chairman, a note in the amount of $48,000 in
consideration for services rendered under an agreement entered into on the same
date. The note is payable on demand by the note holder and does not bear any
interest. This note is convertible into common stock at 40% discount to the
average bid price on the three days prior to the date of the conversion notice
(the maximum conversion price is $0.02). As of January 31, 2010, the Company
still owes $48,000 under this note agreement.
6% $50,000 CONVERTIBLE DEBT DATED OCTOBER 5, 2009
On October 5, 2009, the Company issued to Xcel Associates, Inc. a note in the
amount of $50,000 in consideration for services rendered under an Investor
Relations Agreement entered into on the same date. The note was issued with a 6%
interest rate and a one-year term. This note is convertible into common stock at
50% discount to the average of the three lowest trading prices in the twenty day
trading period prior to the date of the conversion notice. As of January 31,
2010, the Company still owes $50,000 under this note agreement.
$50,000 CONVERTIBLE DEBT DATED DECEMBER 2, 2009
On December 2, 2009, the Company issued to an attorney a note in the amount of
$50,000 as a retainer under an agreement entered into on the same date. The note
is payable on demand by the note holder and does not bear any interest. This
note is convertible into common stock at 40% discount to the average bid price
on the three days prior to the date of the conversion notice (the maximum
conversion price is $0.02). As of January 31, 2010, the Company still owes
$50,000 under this note agreement.
The foregoing is a general description of these obligations. The Company posts
reports and financial statements including its quarterly report for the quarter
ended November 30, 2009 on www.pinksheets.com. On December 4, 2008, the Company
filed a Form 15-12G to terminate its reporting obligations under the Securities
Exchange Act. On July 8, 2009, the Securities and Exchange Commission notified
the Company that it was not in compliance with its reporting requirements
because of its continuing obligations to file reports under Section 15(d). The
Company had a registration statement on Form S-8 declared effective on November
20, 2008 and is required to file reports under Section 15(d) for the fiscal year
following the fiscal year during which a registration statement became
effective. As reported in its Form 8-K dated November 5, 2009, among other
things, the Company is in the process of preparing required reports and
restating if necessary, the Company's financials for the year ended May 31, 2007
and May 31, 2008. The Company desires to terminate its reporting obligations
under Section 15(d) of the Exchange Act as soon as possible following the filing
of required reports.
6
REQUIRED VOTE
The affirmative vote of a majority of the common stock entitled to vote and a
majority of the preferred stock entitled to vote at the Special Meeting is
required for approval of the increase in authorized common stock to
8,000,000,000 shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF AN
AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON
STOCK TO 8,000,000,000 SHARES. Proxies solicited by the Board of Directors will
be so voted unless shareholders specify otherwise on the accompanying Proxy.
OTHER BUSINESS OF SHAREHOLDERS
The Board is not aware of any matters that are expected to come before the
Special Meeting other than those referred to in this Proxy Statement. If any
other matter should come before the Special Meeting, the persons named in the
accompanying proxy intend to vote the proxies in accordance with their best
judgment.
The chairman of the Special Meeting may refuse to allow the transaction of any
business not presented beforehand.
It is important that the proxies be returned promptly and that your shares are
represented. Shareholders are urged to mark, date, execute and promptly return
the accompanying proxy card in the enclosed envelope.
By Order of the Board of Directors
/S/ Scott R. Sand
-----------------
Scott R. Sand
Chief Executive Officer and Chairman
March 10, 2010
7
INGEN TECHNOLOGIES, INC.
PROXY
SPECIAL MEETING OF SHAREHOLDERS
(SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned shareholder of Ingen
Technologies, Inc., hereby constitutes and appoints Scott R. Sand, or instead of
the foregoing, __________________ as the attorney(s) and proxies of the
undersigned with full power of substitution to act and vote for in the name,
place and stead of the undersigned, at the Special Meeting of the Shareholders
of Ingen Technologies, to be held at 9:00 a.m. on April 12, 2010 at the
company's offices located at 35193 Avenue "A", Suite-C, Yucaipa, California
92399, and at any adjournments thereof, the number of votes the undersigned
would be entitled to cast if present upon all matters referred to below and
described in the Proxy Statement for the meeting and, at their discretion, upon
any other matters that may properly come before the meeting:
(1) TO APPROVE THE AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED COMMON STOCK TO 8,000,000,000 SHARES.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
When properly executed, this Proxy will be voted in the manner specified by the
Shareholder. Unless you specify otherwise, this Proxy will be voted "FOR" Item
1.
A majority of the proxies, or their substitutes at the meeting, or any
adjournments thereof may exercise all of the powers given by this Proxy. Any
Proxy to vote any of the shares for which the undersigned is or would be
entitled to vote previously given to any person or persons other than the
person(s) named above is hereby revoked.
IN WITNESS WHEREOF, the undersigned has signed and sealed this Proxy and
acknowledges receipt of a copy of the notice of said meeting and proxy statement
in reference thereto both dated March 10, 2010.
Dated: __________________, 2010
NUMBER OF SHARES __________________________
PRINT NAME OF SHAREHOLDER ______________________________
SIGNATURE OF SHAREHOLDER __________________________
JOINT OWNERS SHOULD EACH SIGN. ATTORNEYS-IN-FACT, ADMINISTRATORS, CUSTODIANS,
PARTNERS, OR CORPORATION OFFICERS SHOULD GIVE FULL TITLE.
NOTE: This proxy, properly completed, dated and signed, should be returned
immediately in the enclosed envelope to Ingen Technologies, Inc., 35193 Avenue
"A", Suite-C, Yucaipa, California 92399.
EXHIBIT A
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
INGEN TECHNOLOGIES, INC.
Pursuant to the provisions of the Georgia Business Corporation Code, the
undersigned corporation hereby amends its Articles of Incorporation, as amended
and restated (the "Articles of Incorporation"), and for that purpose, submits
the following statement:
1. The name of the corporation is: INGEN TECHNOLOGIES, INC.
2. The articles of incorporation are amended as follows:
Article 3.1(a) of the Articles of Incorporation is amended as follows:
"3.1 The corporation has the authority to issue not more than:
(a) EIGHT BILLION (8,000,000,000) SHARES OF COMMON STOCK OF NO PAR
VALUE PER SHARE (THE "COMMON STOCK"); and"
3. The date of adoption of each amendment by the stockholders was _______,
2010.
4. The amendment was duly approved by the shareholders in accordance with the
provisions of Code Section 14-2-1003.
Date: ___________, 2010
INGEN TECHNOLOGIES, INC.
/s/ Scott R. Sand
-----------------------------
Scott R. Sand, CEO & Chairman
A-1