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Tuesday, July 25, 2006 4:47:42 PM
You guys promised me a 10K by late July and all I get is a withdrawal of the stock offering. ROTFL
http://sec.freeedgar.com/displayText.asp?ID=4550747
INGEN TECHNOLOGIES, INC.
35193 AVENUE "A" SUITE-C
YUCAIPA, CALIFORNIA 92399
(800) 259-9622
July 25, 2006
VIA EDGAR AND FACSIMILE
-----------------------
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N. E.
Washington, D.C. 20549
Attention: Tom Jones
Telephone 202.551.3602
Facsimile 202.772.9206
Re: Ingen Technologies, Inc., a Georgia corporation
Registration Statement on Form SB-2 (File No. 333-133022)
Filed April 5, 2006
Request For Withdrawal of Registration Statement
------------------------------------------------
Greetings:
Pursuant to Rule 477 of the Securities Act of 1933, as amended (the "Securities
Act"), Ingen Technologies, Inc., a Georgia corporation ("IGTG") requests the
consent of the Securities and Exchange Commission (the "Commission") to withdraw
its Registration Statement on Form SB-2 (File No. 333-133022), together with all
exhibits thereto (collectively, the "Registration Statement"). The Registration
Statement was filed with the Commission on April 5, 2006.
The Registration Statement covers the sale by IGTG of 25,000,000 shares to the
public, and the resale of common stock and common stock underlying stock options
by certain selling security holders. IGTG requests the withdrawal so that IGTG
may explore other alternatives to the public sale of its securities for cash.
IGTG is aware of Rule 155 of the Securities Act Rules concerning the
non-exclusive safe harbor from integration of private and registered offerings.
This letter of request for withdrawal will confirm that the Registration
Statement was not declared effective by the Commission and no securities were
sold in connection with the Registration Statement.
<PAGE>
IGTG requests that the Commission issue a written order granting the withdrawal
of the Registration Statement as soon as possible. IGTG requests, in accordance
with Rule 457(p) of the Securities Act, that all fees paid to the Commission in
connection with the filing of the Registration Statement be credited to IGTG's
account for future use.
Please fax a copy of the order to our office to the attention of the undersigned
at 800-777-1186.
Sincerely yours,
/s/ Scott Sand
--------------
Scott Sand
Chief Executive Officer
cc: Richard O. Weed, 949-475-9087
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