8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  November 28, 2006

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

COMMISSION FILE NUMBER:  0-22969

Delaware	59-3562953
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

6701 Carmel Road

Suite 205

Charlotte, NC 28226

(Address and zip code of principal executive offices)

(704) 837-0500

(Registrant’s telephone number, including area code)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On November 28, 2006, Cindy White, currently the President and Chief Operating Officer of the Registrant, requested and was granted by the Board of Directors a temporary personal leave of absence and stepped down as President and Chief Operating Officer during that period.  Ms. White’s leave of absence will become effective at the close of business on November 29, 2006.

Effective November 29, 2006, Mr. Harry Pettit will become Chief Executive Officer of the Registrant. He was appointed by the Board of Directors of the Registrant on November 28, 2006.

(c) Biographical Information. Mr. Pettit has been the President of Global Directory Solutions, LLC (“GDS”) since 2001. GDS is a company founded and led by a team of an original computerized Directory Assistance system platform that has served as the telecommunications industry standard for the past three decades. On June 8, 2006, the Registrant entered into a definitive license agreement with GDS to acquire an exclusive worldwide software license to the next generation of directory assistance technology platform owned and developed by GDS. As previously disclosed in a Form 8-K, dated June 14, 2006, filed by the Registrant, the software license agreement with GDS provided for a license to the Registrant with respect to certain software code and related intellectual property in order to sublicense and distribute the licensed technology either on a stand-alone basis or by combining licensed technology with the Registrant’s products and solutions to develop one or more integrated products. In consideration of the licenses granted, the Registrant is required to issue to GDS 181,250 shares of its common stock. In addition, the Registrant agreed to pay a cash payment of $145,000 in 14 monthly installments of $10,000 and a final payment of $5,000, provided that the Registrant’s obligation to make such payment will not commence until it completes a financing in which it receives in excess of $3,000,000. From 2002 to the first quarter of 2006, Mr. Pettit was the founder and President of Infocall, S.p.A. (“Infocall”), an Italian company that is engaged in the business of providing, among other things, directory assistance and operator services for telephone company customers and cell phone and Internet users. On July 13, 2006, the Registrant entered into a Strategic Partnership Agreement with Infocall to undertake a number of joint projects to combine their respective products and services for marketing and sale to the parties’ customers and prospects. From 1995 to 2001, Mr. Pettit was an executive of LSSiData, Inc. (“LSSi”), serving as President from 2000 to 2001 and Executive Vice President from 1995 to 1999. LSSi is a company specializing in the marketing and selling of database services to customers in the United States and in Europe. In July 2006, the Registrant entered into a Strategic Partnership Agreement with LSSi to undertake a number of joint projects to combine their respective products and services for marketing and sale to the parties’ customers and prospects. In 1994 and 1995, Mr. Pettit was the Chief Executive Officer of TSGI, the predecessor company to LSSi. During the period from 1987 to 1994, Mr. Pettit was a Vice President of Bell Atlantic International and helped to start Bell Atlantic’s international business. Prior to that, he was employed by IBM from 1957 to 1986 serving as Director of Business Development and various other executive positions. Mr. Pettit also worked as an accountant at Peat Marwick Mitchell. Mr. Pettit is 74 years old.

Mr. Pettit has extensive experience as a member of boards of directors including Sky TV — New Zealand, LSSi, GMT and Infocall.

Mr. Pettit received his Bachelor of Arts degree in Business Administration from Drexel University.

Employment Arrangements. Mr. Pettit and the Registrant are still negotiating the terms of an employment agreement. On November 28, 2006, the Board of Directors of the Registrant approved the grant of options to purchase 500,000 shares of common stock of the Registrant at an exercise price of $0.20, the current “ask” price per share of the Registrant’s common stock on November 28, 2006. The options shall vest as follows: 125,000 shares shall vest immediately on the date of grant; and 125,000 shares shall each vest on the first, second and third anniversaries of the date of grant. The options shall vest immediately in the event of a change of control of the Registrant.

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Item 7.01 Regulation FD Disclosure

On November 29, 2006, the Registrant issued a press release regarding the events described in Section 5.02 of this Current Report.  A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements And Exhibits

(c) Exhibit

The following exhibit is filed or furnished herewith:

10.1	Software License Agreement, dated as of June 8, 2006, between Global Directory Solutions, LLC and the Registrant.
99.1	Press Release dated November 29, 2006

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SIGNATURE

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.

	SCIENTIGO, INC.
By:	/s/ Cindy White
	Name:	Cindy White
	Title:	President and Chief Operating Officer
	Date:	November 29, 2006

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Software License Agreement, dated as of June 8, 2006, between Global Directory Solutions, LLC and the Registrant.
99.1	Press Release dated November 29, 2006

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EX-10.1

Exhibit 10.1

SOFTWARE LICENSE AGREEMENT

THIS SOFTWARE LICENSE AGREEMENT (this “Agreement”), effective as of June 8, 2006 (the “Effective Date”) is made and entered into by and between Global Directory Solutions, LLC, a Delaware limited liability company (“Licensor”), and Scientigo, Inc., a Delaware corporation (“Licensee”).

The parties hereto agree as follows:

1.                  Definitions:        As used herein, except as expressly set forth herein otherwise, the following terms shall have the meaning set forth below:

1.1              “Programs” means the web-based logistics management software known as the FMS software, described in detail on Schedule A.  Notwithstanding anything else in this Agreement to the contrary, the Programs exclude any third party software modules which are separately licensed from third parties and used in conjunction with the licensed software and modules.

1.2              “Object Code” means the Programs assembled or compiled in magnetic or electronic binary form on software media, which are readable and usable by machines, but not generally readable by humans without reverse assembly, reverse compiling, or reverse engineering.

1.3              “Source Code” means the Programs written in a form intelligible to a trained programmer and capable of being translated into Object Code for operation on computer equipment through assembly or compiling, and accompanied by documentation, including flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data structures, and control logic of the Programs in sufficient detail to enable a trained programmer through the study of such documentation to maintain and/or modify the Programs without undue experimentation.

1.4              “Derivative Work” shall have the meaning set forth in 17 U.S.C. § 101.  For purposes herein, a compilation that incorporates the Programs or Technical Materials shall constitute a Derivative Work of the Programs or Technical Materials.

1.5              “Technical Materials” means documentation that describes the function and use of the Programs in sufficient detail to permit its use, including technical specifications and end-user materials.

1.6              “Intellectual Property” means any or all of the following and all rights, arising out of or associated therewith:  (i) all United States, international and foreign  patents and applications therefore and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (ii) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data and customer lists, and all documentation relating to any of the foregoing throughout the world (iii) all copyrights,

copyright registrations and applications therefore, and all other rights corresponding thereto throughout the world; (iv) all industrial designs and any registrations and applications therefore throughout the world; (v) all URLs, domain names, trade names, logos, slogans, designs, common law trademarks and service marks, trademark and service mark registrations and applications therefore throughout the world; (vi) all databases and data collections and all rights therein throughout the world; (vii) all moral and economic rights of authors and inventors, however, denominated, throughout the world; and (viii) any similar or equivalent rights to any of the foregoing anywhere in the world.

1.7       “Combined Product” shall have the meaning described in Section 2.1 below.

2.         Grant of License.

2.1              Software.  Subject to Section 2.3 below, Licensor hereby grants to Licensee, and Licensee accepts a perpetual, irrevocable, worldwide, exclusive, transferable, sublicensable, royalty-free, fully paid license to:  (a)  reproduce; (b) distribute; (c) prepare Derivative Works of in any manner, including customizing for clients, updating, revising or modifying the Programs in any way, or combining with Licensee’s intellectual property and/or third party intellectual property into a single combined product which will subsume the Programs (the “Combined Product”); (d) publicly display; and (e) publicly perform the Programs, in Source Code or Object Code forms, including, but not limited to the right to (i) install, use, reproduce, maintain and support the Programs; (ii) host, reproduce, distribute, sublicense and make available to Licensee’s customers the Programs via remote communications media; (iii) to install and license access to and use of the Software to Customers and their affiliates, clients, and contractors within the United States, when marketed and resold as a Derivative Work or in a Combined Product; and (iv) authorize subcontractors to do any of the foregoing on behalf of Licensee.  Licensor also grants to Licensee, and Licensee accepts a perpetual, worldwide, exclusive transferable, sub licensable, royalty-free, fully paid license to reproduce, modify, display, distribute, and prepare Derivative Works of the Technical Materials for the purpose of installing, using, reproducing, maintaining, supporting, hosting, sublicensing, customizing and distributing the Programs and any Combined Products.

2.2              Intellectual Property.  Subject to Section 2.3 below, Licensor hereby grants to Licensee, and Licensee accepts a perpetual, irrevocable, worldwide, exclusive, transferable, sub licensable license to use the Intellectual Property in connection with the rights granted under Section 2.1.

2.3              Exception to Exclusive License Grant.  The parties agree and acknowledge that the exclusive nature of the licenses granted pursuant to Sections 2.1 and 2.2 above are subject to the rights and licenses previously granted by Licensor to Infocall, Inc. only.  Licensor represents and warrants that except as expressly stated in this Section 2.3, it has not granted to any third parties any rights or interests to the Programs, Technical Materials and Intellectual Property.

3.                  Ownership Rights.  Licensee shall have sole and exclusive ownership of all right, title and interest in and to any Combined Products, Derivative Works of the Programs and Technical Materials prepared by, or at the direction of, Licensee, all copies thereof, and all copyrights and other Intellectual Property rights pertaining thereto.  No rights or licenses to such Combined Products or Derivative Works are granted to Licensor hereunder by implication, estoppels or otherwise.

4.                  Limited License.  This Agreement does not provide Licensee with title or ownership of the Programs or Technical Materials.  This Agreement provides a right of limited use under the license expressly granted in Section 2, with no rights or licenses granted by Licensor hereunder by implication, estoppels, or otherwise.

5.                  Payment and Shares.    As consideration for the license grants state above, Licensee shall pay Licensor the sum of one hundred forty five thousand dollars ($145,000.00) in fifteen payments as stated in Schedule B plus the following issuance of shares in Licensee.

Within thirty (30) days following the execution of this Agreement, Licensee will issue to Licensor one hundred eighty-one thousand two hundred fifty (181,250) shares of its common stock (the “Shares”).  Licensee agrees to file all reports under the Securities and Exchange Commission and take all other actions as may be required to permit Licensor to sell all of the Shares after the first anniversary of the date of issuance or transfer to the Shares to Licensor pursuant to Rule 144 under the Securities Act of 1933.

6.                  Maintenance and Support.  Licensor is not required to provide maintenance, support or training with respect to the Programs or Documentation.  Licensor is not required to develop or release future versions or revisions of the Programs or Documentation, and if any such future release, upgrade or version is developed by the Licensor, Licensee must negotiated with Licensor and Licensor may, in its own discretion decide to grant or not to grant, any rights in these future releases, upgrades or versions of the Programs and/or Documentation.

7.                  Limitation of Liability.  Neither Party shall be liable to the other for any loss of profits nor for any indirect, special, punitive, incidental or consequential damages of any kind, whether under this Agreement or otherwise, even if the possibility of such loss of profits and/or such damages is deemed to be foreseeable.

8.                  Term and Termination.  This Agreement shall commence on the Effective Date and shall remain in full force and effect perpetually.  Either Party may terminate this Agreement for cause by a writing conveyed to the other Party if the breaching Party is notified in writing of its breach and does not cure the breach within thirty days of receipt of the notice of breach.  The licenses granted in this Agreement shall not end or be revoked for any reason, even upon breach, and the Licensor may look to the courts for financial compensation for any Licensor breach.

9.                  Waiver.  The failure of either party to enforce any of the provisions of this Agreement or to exercise any rights herein provided shall not be considered a waiver thereof or affect such party’s right to enforce any and all of the provisions hereof or exercise any or all rights herein provided.

10.              Controlling Law; Amendment.  This Agreement will be governed by and construed and enforced in accordance with the laws of the State of North Carolina without reference to its choice of law rules.  This Agreement may not be amended, modified or supplemented except by written agreement of the parties.

11.              Protection of Value of License.

11.1          Licensee shall promptly notify Licensor of any infringement or potential infringement of Intellectual Property in the Programs or Technical Materials or any unauthorized use or misuse of the Programs or Technical Materials that comes to its attention, and shall cooperate with Licensor, at Licensor’s sole expense, in taking steps to terminate such infringement, unauthorized use, or misuse if directed by Licensor.

11.2          Licensee agrees to comply with all notice and marking requirements of any law or regulation applicable for the protection of the Intellectual Property licensed under this Agreement.

12.              Confidentiality.  Subject to Licensee’s ability to sublicense and transfer pursuant to the terms of this Agreement, Licensee agrees (a) to maintain in confidence the Source Code version of the Programs, Derivative Works of the Source Code version of the Programs, and confidential technical information; and (b) not to disclose the Source Code version of the Programs, Derivative Works of the Source Code version of the Programs, confidential technical information, and any aspects thereof, to anyone other than employees or subcontractors who have a need to know or obtain access to such information in order to support Licensee’s authorized use of the Programs and have agreed in writing to protect such information against any other use or disclosure.  The obligations under this Section 12 shall not prohibit the Licensee from entering into any escrow agreement with respect to the Source Code version of the Programs; provided, that the parties that may receive the Source Code version of the Programs as a result of a release under such escrow agreement shall be obligated (i) to maintain in confidence the Source Code version of the Programs and to protect confidential technical information and documentation; and (ii) not to disclose, distribute, sell, or otherwise make available the Technical Materials or the Source Code version of the Programs, or any aspects thereof, to anyone other than employees who have a need to know, use, or obtain access to such information in order to support authorized use of the Programs.  The obligations under this Section 12 shall not apply to any information generally available to the public, independently developed after the Effective Date or obtained without reliance on Licensor’s information in the Programs, or approved in writing for release by Licensor without restriction.  This Section 12 shall survive the termination or expiration of this Agreement.

13.              Warranties; Disclaimers.

13.1          Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms and conditions.

13.2           Except as specified in Section 13.1 above, nothing contained in this Agreement shall be constructed as: a warranty whether statutory, express, or implied; a warranty of merchantability; a warranty of fitness for a particular purpose; a warranty arising from course of dealing or usage or trade; or a warranty that any use of the Programs or Technical Materials will be free from infringement of the Intellectual Property rights of third parties.

14.              Indemnification.

Licensor shall indemnify, defend and hold harmless Licensee from and against any loss, expense or liability (including reasonable attorney’s fees) finally awarded against Licensee, to the extent that such loss, expense or liability arose under, or in connection with, a claim that the Programs or Technical Materials furnished, and rightly used by Licensee within the scope of this Agreement, infringed or violated any third-party’s Intellectual Property Right, provided that: (a) Licensee promptly notifies Licensor in writing upon becoming aware of any such claim; (b) Licensee grants Licensor sole control of the defense and all related settlement negotiations; and (c) Licensee provides Licensor with the reasonable assistance, information and authority necessary to perform Licensor’s obligations under this Section.  Reasonable out-of-pocket expenses incurred by Licensee in providing such reasonable assistance to Licensor will be reimbursed to Licensee by Licensor.  This Section 14 shall survive the termination or expiration of this Agreement.

15.              Severability.  If any paragraph or provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such paragraph or provision shall be considered deleted from this Agreement and this Agreement shall remain in full force and effect without such paragraph or provision except where the economic equity of both parties hereto is materially affected by such invalidity or unenforceability.

16.              Transferability.  This Agreement shall be binding upon and shall inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.  Without limiting the generality of the foregoing, Licensor acknowledges and agrees that any sale or transfer of its right, title and interest in and to the Programs or Technical Materials shall be subject to the licenses granted to Licensee pursuant to Section 2 of this Agreement.

17.              Entire Agreement.  The terms and conditions contained herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous communications, either oral or written, between the parties with respect to such subject matter.  No oral explanation or oral information by either

party hereto shall alter the meaning or interpretation of this Agreement.  No modification, alteration, addition, or change in the terms hereof shall be binding on either party hereto unless reduced to writing and duly executed by the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date stated above.

SCIENTIGO, INC.
By:	/s/ Doyal Bryant
Name:	Doyal Bryant
Title:	Chief Executive Officer
Date: June 8, 2006
GLOBAL DIRECTORY SOLUTIONS, LLC.
By:	/s/ Harry J. Pettit
Name:	Harry J. Pettit
Title:	President
Date: June 8, 2006

SCHEDULE A

PROGRAMS

SCHEDULE B

PAYMENTS

Licensee will pay the following to Licensor:

            1.         Fourteen (14) monthly payments of Ten Thousand Dollars ($10,000.00) each, commencing on the first day of the first calendar month following the Licensee’s receipt of outside financing of at least $3 Million is received and following at the beginning of each of the next thirteen (13) calendar months.

            2.         A final payment of Five thousand Dollars ($5,000.00) on the first day of the fifteenth month following the Effective Date.

EX-99.1

Exhibit 99.1

HARRY PETTIT LEADS CHARGE AS NEW CEO

CHARLOTTE, N.C. — (Business Wire) — November 28, 2006 - Scientigo™, Inc. (OTCBB:SCNG), a technological innovator in local/mobile search, enhanced directory assistance solutions and a wide array of location based services, today announced that Harry Pettit, respected veteran of the telecom and directory assistance industries, will provide new leadership and vision as Chief Executive Officer.  “Our primary focus is to provide a better way to FIND and deliver relevant information,” Pettit stated.   “FIND.com, our local search destination portal, facilitates access to valuable Internet-based information for all telephone, mobile and Internet users.” Prior to the Board of Directors appointing Mr. Pettit as CEO, the position had been vacant.

The Board of Directors also announced that Cynthia White will be taking a temporary personal leave of absence and will step down as President and Chief Operating Officer during that period. Commenting on the appointment of Mr. Pettit as CEO, Ms. White stated: “I am delighted that Harry Pettit is coming on board at Scientigo and I am looking forward to a quick return to the Company and working with Harry.”

Under Pettit’s direction, the Company will continue to leverage proprietary and patented intellectual properties to establish FIND.com as a robust local search platform supporting both consumer internet local search and Enhanced Directory Assistance (EDA) services, and to deliver the Intelligent Document Recognition (IDR) product for enterprise content management.  “Harry brings proven leadership and strategic vision to this position, as well as a depth of expertise and knowledge of the telecommunications and directory assistance industries that will catapult FIND.com as a universal local search destination for consumers, businesses, and information service providers,” reports Stuart Yarbrough, Chairman of the Board for Scientigo. Yarborough continues, “We are pleased to have someone of Mr. Pettit’s caliber and experience lead the charge in delivering next generation search solutions.”

Mr. Pettit was a key contributor in the development of the existing 411 Directory Assistance platform. He has served as president, and or Director of several successful companies, including Global Directory Solutions, and InfoCall, an international company engaged in providing comprehensive Directory Assistance services for telephone, cellphone and Internet users. He was a founder of LSSi, the world’s leading provider of telephony-sourced national databases of telephone listings. He has also served as Vice President of Bell Atlantic International, where he started and led Bell Atlantic’s global business operations. Mr. Pettit, as CEO and Chairman of Bell Atlantic Asia Pacific, was responsible for the creation of over $120 million in new business in the Far East. Pettit also led Bell Atlantic’s effort to acquire New Zealand Telecom. Prior to his tenure at Bell Atlantic, he spent nearly 30 years serving in numerous executive positions at IBM. Mr. Pettit has extensive board experience, having served as a director of SKY TV (New Zealand), Pacific Star (Australia), Mobiltel (Indonesia), CSM (Indonesia), as well as various internal and external companies related to IBM and Bell Atlantic.

About Scientigo™
Scientigo™ (pronounced “see-ENH-Tigo”), owner of the powerful URL FIND.com, provides innovative software solutions and media services to capitalize on emerging local search opportunities, leveraging its multi-patented next generation search technology.  The Company is focused in mobile and local search, with initial concentration in the Enhanced Directory Assistance market.

Scientigo™ also provides enterprises the ability to capture, organize, store and find any type of information. Scientigo™’s patented Tigo™ technology boosts productivity and corporate agility, reduces document management and research costs, and delivers ROI to the customer. Important third-party independent software and solution providers are licensing Scientigo™’s technologies to improve the capabilities, benefits and market appeal of their

offerings; and to accelerate their time-to-market for the next-generation of intelligent information acquisition and retrieval systems. To learn more, please visit www.scientigo.com.

This news release may contain forward-looking statements. Forward-looking statements are indicated by words such as “expects,” “intends,” “anticipates,” “believes” and similar expressions. Our ability to achieve the results anticipated in such forward-looking statements is subject to risks and uncertainties, including, without limitation, the potential interest of third parties in our intellectual property portfolio, any potential growth of our company, our ability to successfully maximize the value of our intellectual property assets, in addition to general economic conditions, operating results, market acceptance of our solutions and other risks detailed from time to time in our reports filed with the Securities and Exchange Commission. These forward-looking statements are made in accordance with “safe harbor” provided by the Private Securities Litigation Reform Act of 1995 and no assurance can be given that the future results that are the subject of such forward-looking statements will be achieved. The Company undertakes no obligation to publicly update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.

FOR MORE INFORMATION, PLEASE CONTACT:

SCIENTIGO, INC.
Christine Cheney, Investor Relations
704-837-0500

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