-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/2A4D0eqKLw2dwdX+C6Jyz9E68XT+N7LFoDjJvoYCL3pDNLbyVrvtOqpcmhsNjX 9/m+eKb5xKplW5kC6FU3Mg== 0001144204-06-016323.txt : 20060421 0001144204-06-016323.hdr.sgml : 20060421 20060421144644 ACCESSION NUMBER: 0001144204-06-016323 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060413 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Indigo-Energy, Inc. CENTRAL INDEX KEY: 0000356870 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 840871427 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-75313 FILM NUMBER: 06772299 BUSINESS ADDRESS: STREET 1: 4041 UNIVERSITY DRIVE STREET 2: SUITE 302 CITY: FAIRFAX STATE: VA ZIP: 22030 BUSINESS PHONE: 703-385-8880 MAIL ADDRESS: STREET 1: 4041 UNIVERSITY DRIVE STREET 2: SUITE 302 CITY: FAIRFAX STATE: VA ZIP: 22030 FORMER COMPANY: FORMER CONFORMED NAME: PROCARE AMERICA INC DATE OF NAME CHANGE: 20020501 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL EQUITY EXCHANGE INC DATE OF NAME CHANGE: 19970515 FORMER COMPANY: FORMER CONFORMED NAME: FULLER BANKS ENERGY INC DATE OF NAME CHANGE: 19870416 8-K 1 v041079.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, 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): APRIL 13, 2006 INDIGO-ENERGY, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 2-75313 84-0871427 (State or other jurisdiction of (Commission File Number) (IRS Employee incorporation or organization) Identification No.) 11350 RANDOM HILLS ROAD, SUITE 800, FAIRFAX, VIRGINIA 22030 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (703) 385-8880 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)) ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES On April 13, 2006, the Company approved the issuance of 45,530,782 shares of restricted common stock, which equates to 25% of the 182,123,127 issued and outstanding shares according to the March 13, 2006 shareholders registry from Affiliated Stock Transfer Company, to Fairhills Capital for consulting services rendered under a Strategic Partnership Agreement. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933 and are restricted in accordance with Rule 144 of the Securities Act of 1933. On April 20, 2006, the Company approved the issuance of 6,250,000 shares of restricted Series A Convertible Super Preferred Stock, which equates to 25% of the 25,000,000 designated Super Preferred shares, to Fairhills Capital for consulting services rendered under a Strategic Partnership Agreement. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933 and are restricted in accordance with Rule 144 of the Securities Act of 1933. ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Not Applicable. 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. INDIGO-ENERGY, INC. By: /s/ David Larson ---------------- DAVID LARSON President and Chief Executive Officer Dated: April 21, 2006 -----END PRIVACY-ENHANCED MESSAGE-----