8-K

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)  July 21, 2009  (July 16, 2009)

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	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):

¨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 1.01.  Entry into a Material Definitive Agreement

On July 16, 2009, Indigo-Energy, Inc., a Nevada corporation (the “Company”) entered into an agreement (the “Agreement”) with Bluestone Energy Partners, a West Virginia corporation (“Bluestone”) amending the terms of that Purchase and Sale Agreement (the “PSA”) dated May 15, 2009 previously entered into by and between the Company and TAPO Energy, LLC, a West Virginia Limited Liability Company (“TAPO”).  The PSA was subject to numerous conditions including TAPO and Bluestone’s review of due diligence related to the Property.

The Agreement was entered into as a condition to the closing of the transaction contemplated under the PSA and provides for the amendment of various sections in the PSA, including Section 8 of the PSA by providing that the Company shall be entitled, subject to certain conditions set forth therein, to an overriding royalty interest, equal to 3.125% of the net revenue from the production of Hydrocarbons (as defined therein) from the Property.   The Agreement also amended Section 9 of the PSA by providing for certain conditions which must be met prior to the release of the purchase price to the Company.  All of such conditions were met and the proceeds were released to the Company and the Property was transferred to Bluestone on July 16, 2009.

The PSA provided for the sale by the Company to TAPO of all of the Company’s rights, title and interest in the Hydrocarbons (as defined in the PSA) in and underlying certain tracts of parcels of land situated in the Gilmore Township and Freeport Township, Greene County, Pennsylvania and in Battelle District, Monongalia County, West Virginia (the “Property”).   All of TAPO’s rights under the PSA were thereafter assigned to Bluestone pursuant to an Assignment and Assumption Agreement dated June 1, 2009 between TAPO and Bluestone.  In exchange for the transfer of the Property, the Company received the sum of $630,000 and an override royalty equal to a one sixteenth working interest (3.125%) of all net revenues generated by TAPO on the Property.  The Company’s ownership of their three (3) existing wells was not effected by the sale.  The Company did not intend to drill any further wells on the Property.

A copy of the Agreement and the PSA are included as Exhibits hereto.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

99.1  Agreement between Indigo-Energy, Inc. and Bluestone Energy Partners

99.2  Purchase and Sale Agreement between Indigo-Energy, Inc. and TAPO Energy, LLC

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: July 21, 2009		Indigo-Energy, Inc.
	By:	/s/ Stanley L. Teeple
		Name: Stanley L. Teeple
		Title:   Chief Financial Officer

EX-99.1

701 N Green Valley Pkwy, Suite 200, Henderson, NV 89074     phone 702-990-3387/ fax 702-990-3301

TAPO Energy, LLC

P.O. Box 235

West Union, WV 26456

May 15, 2009

Re:           Purchase of Property- Letter Agreement

Dear Mr. Polling:

This Letter Agreement shall serve to memorialize our understanding with respect to TAPO’s purchase of an aggregate of 420 acres (the “Indigo Property”) in Gilmore Township and Freeport Township, Greene County, Pennsylvania and Batello District, Monogalia County, West Virginia (less certain acreage previously transferred to TAPO in connection with the Modification and Settlement Agreement dated March 3, 2008 which acreage equals a total of 60 acres offsetting the existing three wells owned by Indigo-Energy, Inc. (“Indigo”)) from Indigo for an aggregate purchase price of $630,000 (which is equal to 420 acres less the 60 acres offset netting 360 acres at $1,750 per acre) and shall constitute a binding agreement. The Indigo Property is described in more detail on Exhibit A to this letter Agreement.

TAPO shall purchase and Indigo shall sell the Indigo Property on the terms set forth below which both parties acknowledge shall constitute fair and sufficient consideration.

1.  Upon Indigo’s receipt of the payment set forth in Section 2 below, Indigo shall transfer the Indigo Property to TAPO free and clear of any security interests, mortgages, liens or other encumbrances, except that TAPO acknowledges that Indigo shall have the right to continue to operate the three existing wells (the “Existing Wells”) on the Indigo Property and that Indigo has granted certain third parties a working interest in the Existing Wells.

2.           In consideration for the transfer of the Indigo Property to TAPO, TAPO shall pay Indigo the sum of $630,000 (the “Purchase Price”), which amount constitutes the full purchase price for the Indigo Property.  Payment shall be made by TAPO by wiring the Purchase Price to the account of Indigo-Energy, Inc. as per the wire instructions set forth on Schedule 1 hereto.  Purchase Price is to be deposited into the Indigo account within 5 days of date of signing this Letter Agreement.

3.           TAPO acknowledges that the Moore Family has the right to certain coal deposits on the Indigo Property and that TAPO will not interfere with respect to the Moore Family’s right to exploit such coal deposits.

4.           TAPO acknowledges that the Existing Wells are connected to the pipeline and meters of Equitable Gas and that TAPO will not take any actions which interfere with the connection of the Existing Wells to the Equitable pipeline.

5.           Indigo and TAPO both acknowledge that they are in discussions with respect to TAPO’s purchase of the Existing Wells.  Indigo hereby agrees that they will not negotiate the sale of the Existing Wells to any third party for the next 60 days while such negotiations continue.  In the event that Indigo receives an unsolicited third party offer to purchase the Existing Wells it will give TAPO a right of first refusal to purchase the Existing Wells on the same terms.

6.           In addition to the Purchase Price set forth in Section 2 hereof, Indigo shall be entitled to, and TAPO hereby agrees to pay to Indigo an “override royalty” equal to one sixteenth working interest (.03125%) of all net revenues generated by TAPO on the Indigo Property.  In order to enforce this section of this Letter Agreement, TAPO covenants to provide Indigo with monthly written statements indicating the amounts received by TAPO as revenues from the operation of any wells on the Indigo Property (not including the Existing Wells).  Indigo shall have the right to audit the books and records of TAPO upon 15 days prior written notice to TAPO.  The right to audit given to Indigo shall be exercised by Indigo in good faith and only for the purpose of determining the amount of revenues received by TAPO for wells produced on the Indigo Property.

7.           Indigo agrees to execute any documentation necessary in order to effectuate the transfer of the Indigo Property to TAPO.  Said property shall be transferred and recorded within 10 days of funding per Section 2 above.

8.           This Agreement shall be binding upon and inure to the benefit of Indigo and TAPO and their respective administrators, representatives, executors, successors and assigns, either by reason of death, incapacity, merger consolidation, and/or purchase or acquisition of substantially all of Indigo’s assets or otherwise.

9.           Indigo and TAPO acknowledges that they have been represented by counsel in connection with this Letter Agreement, and have executed the same with knowledge of its consequences.  This Letter Agreement is made and entered into under New York law and shall be interpreted, enforced and governed under the laws of the laws of New York without regard to its conflicts of laws principles.

10.         This Letter Agreement sets forth the entire agreement between Indigo and TAPO with respect to the Indigo Property and fully supersedes any and all prior agreements or understandings between Indigo and TAPO pertaining to the subject matter hereof.

11.         From and after the date hereof, the parties hereto shall take all actions, including the execution and delivery of all documents, necessary to effectuate the terms hereof.

If the foregoing terms and conditions of this binding Letter Agreement are acceptable to TAPO, please so indicate by signing in the indicated place.

Indigo-Energy, Inc.
By:	/s/ Steven Durdin
Steven Durdin, President

ACCEPTED AND AGREED

TAPO ENERGY, LLC

/s/ Jerry Pooling                                        

By:    Jerry Pooling

Title: Managing Member

SCHEDULE 1

Wire Instructions

Bank of America

Branch NV1-155-01-01

2638 W. Horizon Ridge Parkway

Henderson, NV 89052

702-654-6316

702-654-6342 fax

Indigo- Energy, Inc.

Account # 005012537333

Wire Routing ABA # 02609593

EX-99.2

 

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 16, 2009 (the “Execution Date”), is by and between INDIGO-ENERGY, INC., a Nevada corporation, hereinafter referred to as “Seller”, BLUESTONE ENERGY PARTNERS, a West Virginia general partnership (“Purchaser”), and GERSTEN SAVAGE LLP, as “Escrow Agent”.  Seller, Purchaser and Escrow Agent are sometimes referred to herein together as the “Parties” and individually as a “Party”.

RECITALS:

WHEREAS, Seller owns the Hydrocarbons (as hereinafter defined), with respect to certain tracts or parcels of land situate in Gilmore Township and Freeport Township, Greene County, Pennsylvania, and in Battelle District, Monongalia County, West Virginia (the “Property”), being more particularly described on Exhibit A-1 attached hereto;

WHEREAS, Seller, TAPO ENERGY, LLC, a West Virginia limited liability company (“TAPO”), and Gersten Savage LLP as escrow agent, entered into that certain Letter Agreement dated as of May 28, 2009, pursuant to which Seller agreed to sell to TAPO all its right, title and interest in the Hydrocarbons in and underlying the Property (the “Purchase and Sale Agreement” or “PSA”);

WHEREAS, pursuant to the PSA, TAPO has assigned all its rights and obligations thereunder to Purchaser by Assignment and Assumption Agreement dated June 1, 2009 (the “Assignment”), a copy of which has been furnished to Seller; and

WHEREAS, as a condition to the closing of the transaction contemplated in the PSA, the Parties have agreed to enter into this Agreement to amend the PSA as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to modify and amend the PSA as follows:

By adding Section 1.1 as follows:

1.1           The following terms shall have the meanings set forth below:

1.1.a.  “Closing Date” means July 16, 2009, which shall be the date that the Transferred Property is conveyed by Seller to Purchaser.

1.1.b  “Shallow Formations” mean the depths and formations above the stratagraphic equivalent of 350 feet above the top of the Tully Formation.

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1.1.c.  “Indigo Wells” means Indigo Well No. 1 (API#061-01507), Indigo Well No. 2 (API#061-01509) and Indigo Well No. 3 (API#061-01510), all located on a tract of land situate in Battelle District, Monongalia, County, West Virginia, being identified on Tax Map 1 as Parcel No. 5, and being more fully set forth and identified on the surveys attached hereto as Exhibit A-3.

1.1.d.  “Reserved Radius” means a circular radius of 1000 feet surrounding the well bore of each of the Indigo Wells, the well bore to be in the center of the circle, which radius shall be excepted and reserved by Seller.

1.1.e.  “Excluded Property” means the Hydrocarbons existing in the Shallow Formations underlying the Indigo Wells and within the Reserved Radius.

 1.1.f.  “Hydrocarbons” means oil, gas, casinghead gas, condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all other products refined or extracted therefrom, together with all minerals produced in association with these substances.

1.1.g.  “Leasehold Rights” means all of Sellers’ right, title, and interest in and to those Hydrocarbons leases, and other property interests described on Exhibit A-2 attached hereto (the “Leases”), and all rights granted under the Leases including any access rights and rights to install pipelines, utilities, surface facilities and other infrastructure necessary or convenient in the exploration for, and development, production, processing and transportation of, Hydrocarbons; and any other rights, properties or interests now vested in Sellers relating to, or necessary or convenient in connection with, the ownership, development and operation of the Leases.

By adding Section 2.1 as follows:

2.1           The Parties hereby agree and acknowledge that, for the Purchase Price herein stated, Seller intends to sell, and Purchaser intends to purchase, all of Seller’s right, title and interest in the Hydrocarbons in and underlying the Property and the Leasehold Rights, except the Excluded Property as defined in Section 1.1.e., all as set forth on Exhibits A-1, A-2 and A-3.

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By amending Section 8 as follows:

8.           In addition to the Purchase Price set forth in Section 2 hereof, Seller shall be entitled to an overriding royalty interest (“ORRI”) not to exceed 3.125% of the net revenue from production of Hydrocarbons from the Property; provided, however, notwithstanding the foregoing, if Seller owns less than 100% of the  Hydrocarbons, the ORRI as to that Property shall be automatically reduced in the proportion that the net ownership of the Hydrocarbons bears to 100% of the ownership of the Hydrocarbons.  By way of example, if Seller owns 50% of the Hydrocarbons in a specific Property, then Seller would be entitled to an ORRI not to exceed 1.563% (50% of 3.125%) of the net revenue from production as to that Property.  Purchaser shall provide Seller with written income statements regarding net revenue generated from the production of Hydrocarbons upon written request from Seller.  Seller shall have the right to inspect Purchaser’s records relating to the production and sale of Hydrocarbons from the Property upon 30 days written notice to Purchaser; provided, however, that Seller’s written request to inspect Purchaser’s records shall be no more frequently than once in any calendar year, and shall be strictly limited to only those records that are necessary for Seller to determine its ORRI.  The terms and provisions contained in this Section 9 do not create, nor give rise to, any obligation, duty or covenant whatsoever by Purchaser, either express or implied, to engage in operations for Hydrocarbons.  Seller’s right to inspect Purchaser’s records shall not be transferrable or assignable without the express written consent of Purchaser, which consent may be withheld for any reason or no reason.

By amending Section 9 as follows:

9.           The Purchase Price shall not be released to Seller until all documents necessary to effectuate this transaction, as determined by Purchaser in its discretion, have been executed and delivered to Purchaser, including, but not limited to the following:

(a)           documents listed on the “Closing Documents List” attached hereto as Schedule 2, the terms and conditions of such documents all being expressly incorporated herein;

(b)           copies of all necessary and duly executed consents to assignment or waivers of preferential rights to purchase with respect to the Leasehold Rights as listed in Schedule 3;

(c)           a certificate duly executed by the secretary or any assistant secretary of each Seller, dated as of the Execution Date, (i) attaching and certifying on behalf of such Seller complete and correct copies of:  (A) the certificate of incorporation, bylaws or other governing documents of such Seller, each as in effect as of the Execution Date; and (B) the resolutions of the board of directors of each such Seller authorizing the execution, delivery, and performance by such Seller of this Agreement and the transactions contemplated hereby; and (ii) certifying on behalf of such Seller the incumbency of each officer of such Seller executing this Agreement or any document delivered in connection with the execution of this Agreement; and

(d)           an executed statement described in Treasury Regulation 1.1445-2(b)(2) certifying that each Seller is not a foreign person within the meaning of the Code.

9.1  Simultaneous with the execution of this Agreement, upon the terms and subject to the conditions of this Agreement, Purchaser shall deliver or cause to be delivered to Seller, among other things, the following:

(a)           a wire transfer to Seller of the Purchase Price in same-day funds, less the Deposit; and

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(b)           a certificate duly executed by a partner of Purchaser, dated as of the Execution Date:  (i) attaching and certifying on behalf of Purchaser complete and correct copies of the certificate of formation or other governing documents of Purchaser in effect as of the Execution Date; and (ii) certifying on behalf of Purchaser the incumbency of each partner executing this Agreement or any document delivered in connection with the execution of this Agreement.

By amending Section 11 as follows:

11.           Governing Law. THIS AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WEST VIRGINIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS OTHERWISE APPLICABLE TO SUCH DETERMINATIONS. Jurisdiction and venue with respect to any disputes arising hereunder shall be proper only in the Circuit Court of Monongalia County, West Virginia, or in the United States District Court for the Northern District of West Virginia.  The Parties hereby waive trial by jury in any action, proceeding, or counterclaim brought by any Party against the other in any matter whatsoever arising out of or in relation to or in connection with this Agreement.

By adding Section 15 as follows:

15.           Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.

By adding Section 16 as follows:

16.           Waivers.Any failure by any of the Parties to comply with any of their obligations, agreements or conditions herein contained may be waived in writing, but not in any other manner, by the Party to whom such compliance is owed.  No waiver of, or consent to a change in, any of the provisions of this Agreement shall be deemed or shall constitute a waiver of, or consent to a change in, other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

By adding Section 17 as follows:

17.           Limitation on Damages.  Notwithstanding anything to the contrary contained herein, neither Seller or Purchaser, nor any of their respective affiliates, shall be entitled to special, punitive, indirect or consequential damages in connection with this Agreement and the transactions contemplated hereby (other than special, punitive, indirect or consequential damages suffered by third persons for which responsibility is allocated between the Parties) and each Party, for itself and on behalf of their affiliates, hereby expressly waive any right to special, punitive, indirect or consequential damages in connection with this Agreement and the transactions contemplated hereby.

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By adding Section 18 as follows:

18.           Severability.   If any part of this Agreement should be held to be void or unenforceable, such part will be treated as severable, leaving valid the remainder of this Agreement notwithstanding the part or parts found void or unenforceable.

By adding Section 20 as follows:

20.           Construction.  It is the intention of the Parties that this Agreement shall not be construed for or against any Party.

By adding Section 21 as follows:

21.           Enforcement Actions.  Subject to the provisions of Section 11, as amended herein, in any suit brought to enforce the provisions of this Agreement or to establish a breach hereof, the Party bringing such suit, if successful therein, shall also be entitled to recover reasonable attorneys’ fees and all costs incurred in connection therewith.

By adding Section 22 as follows:

22.           Notices.  All notices that are required or may be given pursuant to this Agreement shall be sufficient in all respects if given in writing and delivered personally, by telecopy or by registered or certified mail, postage prepaid, as follows:

If to Seller:	Indigo-Energy, Inc.
	701 N. Green Valley Parkway
	Suite 200
	Henderson, NV 89074
	Attn:   Steven P. Durdin, CEO
If to Purchaser:	Bluestone Energy Partners
	P. O. Box 249
	Ellenboro, WV 26346
	Attn:   Gregory Randall Barton

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Any Party may change its address for notice by notice to the others in the manner set forth above.  All notices shall be deemed to have been duly given at the time of receipt by the Party to which such notice is addressed.

By adding Section 23 as follows:

23.           Right of First Refusal Option on Sale.      If the Seller receives a bona fide offer from a third party to buy its interest in the Excluded Property, which offer the Seller shall desire to accept, the Seller shall immediately notify the Purchaser, in writing giving all of the terms and conditions of such offer, and the Purchaser shall have the right and option for thirty (30) days after receipt of such notice to elect to purchase said interest in the Excluded Property for the same consideration and on the same terms and conditions in such offer.  Said option shall be exercisable by the Purchaser giving notice to the Seller within such thirty (30) day period.  If said option is not exercised by the Purchaser within such period, the Seller shall have the right to sell said interest in the Excluded Property to such third party on the terms and conditions contained on said notice to the Purchaser.  Should the Purchaser fail to exercise any first refusal option available to it, none of its rights or remedies as provided for or contained in the Purchase and Sale Agreement, as amended by this Agreement, will be in any way affected or diminished.

[SIGNATURE PAGE TO FOLLOW]

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[SIGNATURE PAGE]

IN WITNESS WHEREOF, the Parties hereto have caused their names to be signed hereto by their proper officers or general partner thereunto duly authorized all as of the Execution Date.

SELLER:		PURCHASER:
INDIGO-ENERGY, INC.		BLUESTONE ENERGY PARTNERS
By:	/s/ Steven P. Durdin	By:	/s/ Michael T. Hall
Name:  Steven P. Durdin		Name:  Michael T. Hall
Its:    President		Its:        General Partner

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ATTACHED TO AND MADE PART OF THAT CERTAIN FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND AMONG INDIGO-ENERGY, INC. AND BLUESTONE ENERGY PARTNERS

EXHIBIT A-1

TRACT EXHIBIT

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ATTACHED TO AND MADE PART OF THAT CERTAIN FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND AMONG INDIGO-ENERGY, INC. AND BLUESTONE ENERGY PARTNERS

EXHIBIT A-2

LEASE EXHIBIT

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ATTACHED TO AND MADE PART OF THAT CERTAIN FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND AMONG INDIGO-ENERGY, INC. AND BLUESTONE ENERGY PARTNERS

EXHIBIT A-3

EXCLUDED PROPERTY

Indigo Well No. 1       API# 47-61-1507

Indigo Well No. 2       API# 47-061-1509

Indigo Well No. 3       API# 47-061-1510

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ATTACHED TO AND MADE PART OF THAT CERTAIN FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND AMONG INDIGO-ENERGY, INC. AND BLUESTONE ENERGY PARTNERS

SCHEDULE 2

CLOSING DOCUMENTS LIST

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ATTACHED TO AND MADE PART OF THAT CERTAIN FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BY AND AMONG INDIGO-ENERGY, INC. AND BLUESTONE ENERGY PARTNERS

SCHEDULE 3

CONSENTS AND PREFERENTIAL PURCHASE RIGHTS

NONE

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