-----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, OtkzhM7ZvzECI/4IwZN3M4Pd4xYdNrml134hPYRLd9T38gHkZNrKz/MeD887YpD5 J8aYxoadxQXJ9bYGyKUqAw== 0001144204-08-005342.txt : 20080131 0001144204-08-005342.hdr.sgml : 20080131 20080131150053 ACCESSION NUMBER: 0001144204-08-005342 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 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: 08564212 BUSINESS ADDRESS: STREET 1: 701 N. GREEN VALLEY PKWY STREET 2: SUITE 200 CITY: HENDERSON, STATE: NV ZIP: 89074 BUSINESS PHONE: 702-990-3387 MAIL ADDRESS: STREET 1: 701 N. GREEN VALLEY PKWY STREET 2: SUITE 200 CITY: HENDERSON, STATE: NV ZIP: 89074 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 v101560_8k.htm Unassociated Document

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

January 31, 2008 (January 24, 2008)
Date of Report (Date of earliest event reported)

INDIGO-ENERGY, INC.
(Exact name of registrant as specified in charter)

Nevada
002-75313
84-0871427
(State or other jurisdiction of incorporationor organization)
(Commission File Number)
(IRS Employee Identification No.)
 
 
701 N. Green Valley Pkwy., Suite 200, Henderson, Nevada
Henderson, Nevada 89052
89074
(Address of principal executive offices)
(Zip Code)


Registrant's telephone number, including area code:
(702) 990-3387

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of theregistrant under any of the following provisions (see General Instruction A.2. below):

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 1.01. Entry into a Material Definitive Agreement

On January 24, 2008, Indigo-Energy, Inc. (the “Company”) entered into a loan agreement (the “Agreement”) with Carr Miller Capital (“Carr Miller”). Under the Agreement, Carr Miller agreed to provide the Company with financing of up to One Million Dollars ($1,000,000), which will be transmitted to the Company in three tranches: (i) the first in the amount of Two Hundred Fifty Thousand Dollars ($250,000), to be funded within three days from the date of the Agreement and shall be payable by the Company within six months from the date of receipt; (ii) the second in the amount of Two Hundred Fifty Thousand Dollars ($250,000), to be funded within fifteen days from the date of the Agreement and shall be payable within twelve months from receipt; and (iii) the last tranche in the amount of Five Hundred Thousand Dollars ($500,000), to be funded within sixty days from the date of the Agreement and payable within twelve months from receipt thereof by the Company.

In consideration for the loan granted by Carr Miller, the Company agreed to issue individual and separate promissory notes in favor of Carr Miller, each for the amount then received by the Company. The Agreement also provided for a twenty percent (20%) interest rate per annum on the loan, which shall accrue on a monthly basis beginning thirty (30) days from the date of receipt by the Company of the amounts specified above. The Agreement also provides that for every dollar received by the Company under the Agreement, the Company shall issue to Carr Miller eleven (11) shares of the Company’s common stock.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 24, 2008, Mr. John Hurley resigned as a director of the Company effective immediately. Mr. Hurley did not reference any disagreement with the Company on any matter relating to the Company's operations, policies and practices.

On January 24, 2008, the Board of Directors of the Company elected Everett C. Miller and Hercules Pappas to the Company’s Board of Directors to fill the two existing vacancies to the Board of Directors.

Mr. Miller has been in the investment banking, venture capital and securities business for more than 25 years. He started and operated Carr Miller Capital, LLC in November of 2006, a developer of real estate, banking and securities funding techniques, which has since partnered with global financial companies such as ICA Investment Group and Fortis Bank. From March 2005 until June 2006, he operated Everett Miller Financial, a developer of funding techniques. He also operated Millenium Brokerage LLC from June 2002 to January 2005. Mr. Miller has several securities licenses, including the Series 55 Equity Floor trader and Series 24 General Principal. He is a member of both the New Jersey Energy Traders and the Securities and Trading Advisory Board of Seton Hall University, where he acts as a mentor and advisory teacher of securities and financial software and real time operations/practices. Mr. Miller attended Collage at University of Maryland and Embry-Riddle Aeronautical College in Florida. He lived in Europe for several years, has worked for the United States DOD as a GS-12 rated employee, has a Paralegal Certification in New Jersey and Pennsylvania.

Mr. Pappas joined the law firm of Pappas & Richardson, LLC in October 1998 and is currently the firm’s Managing Partner. His practice since joining the firm has primarily been in the litigation and investment banking departments. He also acts as the Economic Advisor and Legal Counsel to Carr Miller Capital and as the Economic Advisor to ICA Investments. Mr. Pappas obtained his Bachelor of Arts degree in Economics and Political Science from East Stroudsburg University and earned his Juris Doctor from Widener University School of Law.

There are no familial relationships between or among any of the officers and directors of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
 
None.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: January 31, 2008
      
Indigo-Energy, Inc.
 
 
 
 
By:
 
 
 
/s/ Steven Durdin                                    
Name: Steven Durdin
Title:   Chief Executive Officer



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