Ingen Technologies, Inc. – ‘8-K’ for 11/17/06

On:  Thursday, 12/7/06, at 11:48am ET   ·   For:  11/17/06   ·   Accession #:  1019687-6-2986   ·   File #:  0-28704

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 
 2: EX-99.1     Miscellaneous Exhibit                                  2±     8K 

8-K   —   Current Report

8-K
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 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): November 17, 2006             

INGEN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

     Georgia                  000-28704               88-0429044
     -------                 -----------              ----------
(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          
----------------------------------------------                 -----          
(Address of principal executive offices)                  (Zip Code)    

(800) 259-9622
--------------
(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))                                                       

8-K
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1.01     Entry into a Material Definitive Agreement                             

       By Board Resolution, Ingen Technologies, Inc. has approved the waiver
of the requirement of the company's Amended and Restated Articles of            
Incorporation, section 3.4(f)(i), thereby giving permission for the immediate   
conversion (into common shares) of preferred shares owned by the company's      
Chairman and CEO Scott R. Sand. The number of converted shares shall be in the  
discretion of Mr. Sand. The purpose of the conversion will be so that Mr. Sand  
can sell shares (per applicable law) and loan the proceeds to the company to    
help finance our continuing operations. The shares shall be converted into      
unrestricted common shares to the extent permitted by law. Mr. Sand has stated  
there is no time table for any such stock conversion and sales. Any such sales  
will be promptly reported in applicable filings with the SEC.                   

        Stock sale proceeds deposited in the company's account shall be a loan
payable by the company to Mr. Sand with a simple interest at a rate of 8%       
percent per annum, with a balloon payment of principle and interest due at any  
time prior to 2 years from the date the funds are deposited in the company's    
bank account.                                                                   

    The referenced resolution, though dated November 17, 2006, was not
      circulated for consideration and signature until recently. As of the
      date of this filing, a majority of the dis-interested Ingen Board of
        Directors has signed it and signatures are expected from the remaining
two Board members.                                            

8-K
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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:  December 7, 2006            Ingen Technologies, Inc.                    

             By: /s/ Scott R. Sand
                                    ------------------------------------
              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     Board of Directors Resolution 2006.10, dated November 17, 2006.        

* filed herewith                                                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/7/06		3					10KSB/A
For Period End:		11/17/06		1		3			8-K
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