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): June 8, 2006
INDIGO-ENERGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Nevada 002-75313 84-0871427
(State or other jurisdiction of (Commission (IRS Employee
incorporation or organization) File Number) 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 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) The Company retained L J Soldinger Associates, LLC ("LJSA") as its new
independent auditors as of June 8, 2006 to review our financial statements
commencing with the quarter ended March 31, 2006 and audit our financial
statements commencing with the year ended December 31, 2006. LJSA is located at
21925 Field Parkway, Deer Park, IL 60010. Prior to such date, the Company, did
not consult with LJSA regarding (i) the application of accounting principles,
(ii) the type of audit opinion that might be rendered Davidson or (iii) any
other matter that was the subject of a disagreement between the Company and its
former auditor as described in Item 304(a)(1)(iv) of Regulation S-B.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
(d) On June 8, 2006, we appointed Edward J. Bronson, Esq. as a member of the
Board of Directors. Mr. Bronson is also Counsel to us. For the past five years,
Mr. Bronson has been self employed as a business consultant. Mr. Bronson
graduated from New York Law School with a J.D. in 1995 and George Washington
University with a B.S. in finance in 1989.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(b) As noted in our Form 8-K filed on February 2, 2006, the Company (Procare
America, Inc.) on December 15, 2005 acquired all of the outstanding common
shares of Indigo Land & Development, Inc. and therefore was the legal acquirer
in the merger. For accounting purposes, the acquisition has been treated as the
acquisition of Procare America by Indigo Land & Development and as a
recapitalization of Indigo Land & Development. Indigo Land & Development was the
accounting acquirer since its shareholders acquired a majority ownership
interest in Procare America. Consequently, going forward, the historical
financial information included in the financial statements of the Company prior
to December 15, 2005 will be that of Indigo Land & Development. The fiscal year
end of Indigo Land & Development is December 31 which has now become the
Company's fiscal year end.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
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
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DAVID LARSON
Dated: June 15, 2006